10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________

Form 10-K

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x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-32373

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LAS VEGAS SANDS CORP.

(Exact name of registrant as specified in its charter)

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Nevada	27-0099920
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

3355 Las Vegas Boulevard South Las Vegas, Nevada	89109
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(702) 414-1000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock ($0.001 par value)	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-Accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

As of June 28, 2013, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $20,743,792,754 based on the closing sale price on that date as reported on the New York Stock Exchange.

The Company had 812,566,265 shares of common stock outstanding as of February 27, 2014.

DOCUMENTS INCORPORATED BY REFERENCE

Description of document	Part of the Form 10-K
Portions of the definitive Proxy Statement to be used in connection with the registrant’s 2014 Annual Meeting of Stockholders	Part III (Item 10 through Item 14)

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Las Vegas Sands Corp.

Table of Contents

			Page
PART I
ITEM 1	—	BUSINESS	3
ITEM 1A	—	RISK FACTORS	20
ITEM 1B	—	UNRESOLVED STAFF COMMENTS	33
ITEM 2	—	PROPERTIES	33
ITEM 3	—	LEGAL PROCEEDINGS	34
ITEM 4	—	MINE SAFETY DISCLOSURES	34
PART II
ITEM 5	—	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	35
ITEM 6	—	SELECTED FINANCIAL DATA	37
ITEM 7	—	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	39
ITEM 7A	—	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	64
ITEM 8	—	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	66
ITEM 9	—	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	128
ITEM 9A	—	CONTROLS AND PROCEDURES	128
ITEM 9B	—	OTHER INFORMATION	129
PART III
ITEM 10	—	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	129
ITEM 11	—	EXECUTIVE COMPENSATION	129
ITEM 12	—	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	129
ITEM 13	—	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	129
ITEM 14	—	PRINCIPAL ACCOUNTANT FEES AND SERVICES	129
PART IV
ITEM 15	—	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	130

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PART I

ITEM 1. — BUSINESS

Our Company

Las Vegas Sands Corp. (“LVSC,” or together with its subsidiaries “we” or the “Company”) is a Fortune 500 company and the leading global developer of destination properties (integrated resorts) that feature premium accommodations, world-class gaming, entertainment and retail, convention and exhibition facilities, celebrity chef restaurants and other amenities.

We currently own and operate integrated resorts in Asia and the United States. We believe that our geographic diversity, best-in-class properties and convention-based business model provide us with the best platform in the hospitality and gaming industry to continue generating substantial cash flow while simultaneously pursuing new development opportunities. Our unique convention-based marketing strategy allows us to attract business travelers during the slower mid-week periods while leisure travelers fill our properties during the weekends. Our convention, trade show and meeting facilities combined with the on-site amenities offered at our Macao, Singapore and Las Vegas integrated resort properties provide flexible and expansive space for trade shows, conventions and other meetings.

In addition, our properties are differentiated by our important high-end gaming facilities and significant retail offerings. The Paiza Club located at our properties is an important part of our VIP gaming marketing strategy. Our Paiza Clubs are exclusive invitation-only clubs available to our premium players that feature high-end services and amenities, including luxury accommodations, restaurants, lounges and private gaming salons. We also offer players club loyalty programs at our properties, which provide access to rewards, privileges and members-only events. Additionally, we believe that being in the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow. With the completion of the remaining phase of Sands Cotai Central, we will own approximately 2.7 million square feet of gross retail space.

Through our 70.2% ownership of Sands China Ltd. (“SCL”), we own and operate a collection of integrated resort properties in the Macao Special Administrative Region (“Macao”) of the People’s Republic of China (“China”). These properties include The Venetian Macao Resort Hotel (“The Venetian Macao”), Sands Cotai Central, the Four Seasons Hotel Macao, Cotai Strip (the “Four Seasons Hotel Macao,” which is managed by Four Seasons Hotels, Inc.) and the Plaza Casino, which we own and operate (together with the Four Seasons Hotel Macao, the “Four Seasons Macao”) and the Sands Macao. We have also commenced construction activities on The Parisian Macao, which is currently expected to open in late 2015.

In Singapore, we own and operate the iconic Marina Bay Sands, which has become one of Singapore’s major tourist, business and retail destinations since its opening in 2010.

Our properties in the United States include The Venetian Resort Hotel Casino (“The Venetian Las Vegas”) and The Palazzo Resort Hotel Casino (“The Palazzo”), Five-Diamond luxury resorts on the Las Vegas Strip, as well as the Sands Expo and Convention Center (the “Sands Expo Center”) in Las Vegas, Nevada and the Sands Casino Resort Bethlehem (the “Sands Bethlehem”) in Bethlehem, Pennsylvania.

We pride ourselves on being an exemplary employer and an upstanding corporate citizen that helps improve the quality of life for our team members and the communities in which we operate. Through our Sands Foundation and other avenues, we are an active community partner offering assistance to charitable organizations and other worthy causes.

We are also committed to protecting the environment and to being a global leader in sustainable resort development. Through our Sands ECO 360 Global Sustainability program, we develop and implement environmental practices for our existing and future resort developments to protect our natural resources, offer our team members a safe and healthy work environment and enhance the resort experiences of our guests.

LVSC was incorporated as a Nevada corporation in August 2004. Our common stock is traded on the New York Stock Exchange (the “NYSE”) under the symbol “LVS.” Our principal executive office is located at 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109 and our telephone number at that address is (702) 414-1000. Our website address is www.sands.com. The information on our website is not part of this Annual Report on Form 10-K.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and other Securities and Exchange Commission (“SEC”) filings, and any amendments to those reports and any other filings that we file with or furnish to the SEC under the Securities Exchange Act of 1934 are made available free of charge on our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC and are

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also available at the SEC’s internet site address at www.sec.gov or in the SEC’s Public Reference Room at 100 F Street, NE, Washington D.C., 20549. Information related to the operation of the SEC’s public reference room may be obtained by calling the SEC at 1-800-SEC-0330.

This Annual Report on Form 10-K contains certain forward-looking statements. See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Special Note Regarding Forward-Looking Statements.”

Our principal operating and developmental activities occur in three geographic areas: Macao, Singapore and the United States. Management reviews the results of operations for each of its operating segments, which generally are our properties. In Macao, our operating segments are: The Venetian Macao; Sands Cotai Central; Four Seasons Macao; Sands Macao; and Other Asia (comprised primarily of our ferry operations and various other operations that are ancillary to our properties in Macao). In Singapore, our operating segment is Marina Bay Sands. In the United States, our operating segments are: The Venetian Las Vegas, which includes the Sands Expo Center; The Palazzo; and Sands Bethlehem. The Venetian Las Vegas and The Palazzo operating segments are managed as a single integrated resort and have been aggregated as one reportable segment (the “Las Vegas Operating Properties”), considering their similar economic characteristics, types of customers, types of services and products, the regulatory business environment of the operations within each segment and our organizational and management reporting structure. Management also reviews construction and development activities for each of its primary projects under development, in addition to its reportable segments noted above. See “Item 7 — Management Discussion and Analysis of Financial Condition and Results of Operations — Development Projects.” Our primary projects under development are The Parisian Macao and the remaining phase of Sands Cotai Central in Macao and our Las Vegas condominium project (which construction is currently suspended) in the United States. See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 17 — Segment Information.”

Asia Operations

Macao

The Venetian Macao is the anchor property of our Cotai Strip development and is conveniently located approximately two miles from Macao’s Taipa Temporary Ferry Terminal on Macao’s Taipa Island. The Venetian Macao includes approximately 385,000 square feet of gaming space with approximately 660 table games and 2,200 slot machines. The Venetian Macao features a 39-floor luxury hotel tower with over 2,900 elegantly appointed luxury suites and the Shoppes at Venetian, approximately 923,000 square feet of unique retail shopping with more than 300 stores featuring many international brands and home to more than 50 restaurants featuring an international assortment of cuisines. In addition, The Venetian Macao has approximately 1.2 million square feet of convention facilities and meeting room space, a 1,800-seat theater, the 15,000-seat CotaiArena that hosts world-class entertainment and sporting events and a Paiza Club.

Sands Cotai Central is located across the street from The Venetian Macao and Four Seasons Macao and is our largest integrated resort on the Cotai Strip. We opened the Conrad and Holiday Inn tower and the first Sheraton tower, in April and September 2012, respectively, and the second Sheraton tower in January 2013. The property includes approximately 350,000 square feet of gaming space with approximately 460 table games and 1,900 slot machines. We have begun construction of the remaining phase of the project, which includes the St. Regis hotel and mixed-used tower. Upon completion, Sands Cotai Central will consist of a 13.7 million-square-foot 6,400-room integrated resort complex featuring rooms, suites and apart-hotel units, approximately 800,000 square feet of retail, entertainment and dining space, over 550,000 square feet of meeting facilities and a multipurpose theater (to open in 2014).

The Four Seasons Macao, which is located adjacent to The Venetian Macao, has approximately 113,000 square feet of gaming space with approximately 140 table games and 180 slot machines at its Plaza Casino. The Four Seasons Macao also has 360 elegantly appointed rooms and suites; several food and beverage offerings; and conference and banquet facilities. The Shoppes at Four Seasons includes approximately 260,000 square feet of retail space and is connected to the Shoppes at Venetian. The Four Seasons Macao also features our ultra-exclusive Paiza Mansions, which are individually designed and made available by invitation only.

The Sands Macao, the first U.S. operated Las Vegas-style casino in Macao, is situated near the Macao-Hong Kong Ferry Terminal on a waterfront parcel centrally located between Macao’s Gonbei border gate with China and Macao’s central business district. The Sands Macao includes approximately 260,000 square feet of gaming space with approximately 260 table games and 1,100 slot machines. The Sands Macao also includes a 289-suite hotel tower, spa facilities, several restaurants and entertainment areas, and a Paiza Club.

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We operate the gaming areas within our Macao properties pursuant to a 20-year gaming subconcession that expires in June 2022. See “— Regulation and Licensing — Macao Concession and Our Subconcession.”

Singapore

Marina Bay Sands opened during 2010 and features approximately 2,600 rooms and suites located in three 55-story hotel towers. Atop the three towers is the Sands SkyPark, an extensive outdoor recreation area with a 150-meter infinity swimming pool and several dining options. The integrated resort offers approximately 160,000 square feet of gaming space with approximately 650 table games and 2,400 slot machines; The Shoppes at Marina Bay Sands, an enclosed retail, dining and entertainment complex with signature restaurants from world-renowned chefs; an event plaza and promenade; and an Art/Science museum. Marina Bay Sands also includes approximately 1.2 million square feet of meeting and convention space and two state-of-the-art theaters for top Broadway shows, concerts and gala events.

Asia Markets

Macao

Macao is the largest gaming market in the world and the only market in China to offer legalized casino gaming. According to Macao government statistics, annual gaming revenues reached $45.3 billion in 2013, an 18.5% increase over 2012.

We believe that Macao will continue to experience meaningful growth in both gaming and non-gaming revenues and the record 29.3 million visitors Macao welcomed in 2013 will continue to increase. We believe this growth will result from a variety of factors, including the movement of Chinese citizens to urban centers in China, the introduction of new transportation infrastructure and the coming increase in hotel room inventory.

Table games are the dominant form of gaming in Asia, with baccarat being the most popular game. With the increase in the mass gaming market, we have seen a significant increase in slot machine play and expect this business to continue to grow in Macao. We intend to continue to introduce more modern and popular products that appeal to the Asian marketplace and believe that our high-quality gaming product has enabled us to capture a meaningful share of the overall Macao gaming market, including the VIP player segment.

Proximity to Major Asian Cities

More than 1.0 billion people are estimated to live within a three-hour flight from Macao and more than 3.0 billion people are estimated to live within a five-hour flight from Macao.

Visitors from Hong Kong, southeast China, Taiwan and other locations in Asia can reach Macao in a relatively short time, using a variety of transportation methods, and visitors from more distant locations in Asia can take advantage of short travel times by air to Macao, Zhuhai, Shenzhen, Guangzhou or to Hong Kong (followed by a road, ferry or helicopter trip to Macao). In addition, numerous air carriers fly directly into Macao International Airport from many major cities in Asia.

Macao draws a significant number of customers who are visitors or residents of Hong Kong. One of the major methods of transportation to Macao from Hong Kong is the jetfoil ferry service, including our ferry service, CotaiJet. Macao is also accessible from Hong Kong by helicopter. In addition, the bridge linking Hong Kong, Macao and Zhuhai is expected to reduce the travel time between central Hong Kong and Macao and is expected be completed in 2016.

Competition in Macao

Gaming in Macao is administered by the government through concessions awarded to three different concessionaires and three subconcessionaires, of which we are one. No additional concessions have been granted by the Macao government since 2002; however, if the Macao government were to allow additional gaming operators in Macao through the grant of additional concessions or subconcessions, we would face additional competition.

Sociedade de Jogos de Macau S.A. (“SJM”) holds one of the three concessions and currently operates 21 facilities throughout Macao. Historically, SJM was the only gaming operator in Macao, with many of its gaming facilities being relatively small locations that are offered as amenities in hotels; however, some are large operations, including the Hotel Lisboa and The Grand Lisboa.

Wynn Resorts (Macau), S.A. (“Wynn Resorts Macau”), a subsidiary of Wynn Resorts Limited, holds a concession and owns and operates the Wynn Macau and Encore at Wynn Macau, which opened in September 2006 and April 2010, respectively. In 2006, Wynn Resorts Macau sold its subconcession right under its gaming concession to an affiliate of

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Publishing and Broadcasting Limited (“PBL”), which permitted the PBL affiliate to receive a gaming subconcession from the Macao government. In May 2007, the PBL affiliate opened the Crown Macao, now known as Altira. In June 2009, the PBL affiliate opened the City of Dreams, an integrated casino resort located adjacent to our Sands Cotai Central, which includes Crown Towers, Hard Rock and Grand Hyatt hotels. In May 2012, the Macao government granted a land concession to Wynn Resorts Macau, allowing the casino operator to construct a full scale integrated resort in Cotai. The integrated resort will be located behind the City of Dreams and currently is expected to open in early 2016.

Galaxy Casino Company Limited (“Galaxy”) holds the third concession and has the ability to operate casino properties independent of our subconcession agreement with Galaxy and the Macao government. Galaxy currently operates five casinos in Macao, including StarWorld Hotel, which opened in October 2006, and Galaxy Macau, which is located near The Venetian Macao and opened in May 2011. In April 2012, Galaxy announced the development of a second phase of its Galaxy Macau property in Cotai. The expansion is expected to include an additional 1,300 hotel rooms, as well as additional retail and convention and exhibition facilities. The expansion is expected to be completed in 2015.

MGM Grand Paradise Limited, a joint venture between MGM Resorts International and Pansy Ho Chiu-King, obtained a subconcession from SJM in April 2005, allowing the joint venture to conduct gaming operations in Macao. The MGM Grand Macau opened in December 2007 and is located on the Macao Peninsula adjacent to the Wynn Macau. In October 2012, MGM Grand Paradise Limited received a land concession from the Macao government to develop an integrated resort on an 18-acre site located behind Sands Cotai Central.

Our Macao operations also face competition from other gaming and resort destinations, both in Asia and globally.

Singapore

Singapore is regarded as having the most developed financial and transportation infrastructure in the Southeast Asia region. Singapore has established itself as a destination for both business and leisure visitors, offering convention and exhibition facilities as well as world-class shopping malls and hotel accommodations. In 2006, after a competitive bid process, the Singapore government awarded two concessions to develop and operate two integrated resorts. We were awarded the concession for the Marina Bay site, which is adjacent to Singapore’s central business district, and Genting International was awarded the second integrated resort site, located on Singapore’s Sentosa Island.

Based on figures released by the Singapore Tourism Board (the “STB”), Singapore welcomed 15.5 million international visitors in 2013, a 6.7% increase compared to 2012. Tourism receipts are estimated to have reached 23.0 billion Singapore dollars (“SGD,” approximately $18.1 billion at exchange rates in effect on December 31, 2013) in 2012 (the latest information publicly available at the time filing), a 3.0% increase compared to 2011. The Casino Regulatory Authority (the “CRA”), the gaming regulator in Singapore, does not disclose gaming revenue for the market and thus no official figure exists.

We believe Marina Bay Sands is ideally positioned within Singapore to cater to both business and leisure visitors. The integrated resort is centrally located within a 20-minute drive from Singapore’s Changi International Airport and near the new Marina Bay Cruise Center, a deep-water cruise ship terminal that opened in October 2012, and Bayfront station, a mass rapid transit station. Marina Bay Sands is also located near several entertainment attractions, including the Gardens by the Bay botanical gardens, which opened in June 2012, and the planned Singapore Sports Hub, a sports complex that will feature a new 55,000-seat National Stadium.

To date, the overall gaming market consists of a balanced contribution from both the VIP and mass gaming segments. Consistent with our experience in Macao, baccarat is the preferred table game in both the VIP and mass gaming segments. Additionally, contributions from slot machines and from the mass gaming segment, including electronic table games offerings, have enhanced the early growth of the market. As Marina Bay Sands and the Singapore market as a whole continue to mature, we expect to broaden our visitor base to continue to capture visitors from around the world.

Proximity to Major Asian Cities

About 100 airlines operate in Singapore, connecting it to over 250 cities in 60 countries. In 2013, 53.7 million passengers passed through Singapore’s Changi Airport, a 5.0% increase as compared to 2012. The estimated population within a 5-hour flight of Singapore is more than 2.0 billion. Based on figures released by the STB, the largest source markets for visitors to Singapore for 2012 (the latest information publicly available at the time filing), were Indonesia and China. The STB’s methodology for reporting visitor arrivals does not recognize Malaysian citizens entering Singapore by land, although this method of visitation is generally thought to be substantial.

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Competition in Singapore

Gaming in Singapore is administered by the government through the award of licenses to two operators, of which we are one. Pursuant to the request for proposals to develop an integrated resort at Marina Bay, Singapore (the “Request for Proposal”), the CRA is required to ensure that there will not be more than two casino licenses during a ten-year exclusive period (the “Exclusivity Period,” that began on March 1, 2007).

Resorts World Sentosa, which is 100% owned by Genting Singapore and located on Sentosa Island, began its phased opening on January 20, 2010, and is primarily a family tourist destination connected to Singapore via a 500-meter long vehicular and pedestrian bridge. Apart from the casino, the resort includes six hotels, a Universal Studios theme park, the Marine Life Park, the Maritime Experiential Museum & Aquarium, conventions and exhibitions facilities, restaurants, as well as a Malaysian food street, and retail shops.

U.S. Operations

Las Vegas

Our Las Vegas Operating Properties form an integrated resort that includes The Venetian Las Vegas, The Palazzo and the Sands Expo Center.

The Venetian Las Vegas has 4,028 suites situated in a 3,015-suite, 35-story three-winged tower rising above the casino and the adjoining 1,013-suite, 12-story Venezia tower. The casino at The Venetian Las Vegas has approximately 120,000 square feet of gaming space and includes approximately 110 table games and 1,250 slot machines. The Venetian Las Vegas features a variety of amenities for its guests, including a Paiza Club, several theaters and a Canyon Ranch SpaClub.

The Palazzo features modern European ambience and design, and is directly connected to The Venetian Las Vegas and Sands Expo Center. The casino at The Palazzo has approximately 105,000 square feet of gaming space and includes approximately 140 table games and 1,100 slot machines. The Palazzo has a 50-floor luxury hotel tower with 3,064 suites and includes a Canyon Ranch SpaClub, a Paiza Club and a world-class theater.

The Venetian Las Vegas and The Palazzo feature two enclosed retail, dining and entertainment complexes, currently referred to as the Grand Canal Shoppes. The complex located within The Venetian Las Vegas (previously known as “The Grand Canal Shoppes”) and the complex located within The Palazzo (previously known as “The Shoppes at The Palazzo”) were sold to GGP Limited Partnership (“GGP”) in 2004 and 2008, respectively.

Sands Expo Center is one of the largest overall trade show and convention facilities in the United States (as measured by net leasable square footage), with approximately 1.2 million gross square feet of exhibit and meeting space. We also own an approximately 1.1 million-gross-square-foot meeting and conference facility that links Sands Expo Center to The Venetian Las Vegas and The Palazzo. Together, we offer approximately 2.3 million gross square feet of state-of-the-art exhibition and meeting facilities that can be configured to provide small, mid-size or large meeting rooms and/or accommodate large-scale multi-media events or trade shows.

Pennsylvania

We own and operate the Sands Bethlehem, a gaming, hotel, retail and dining complex located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania. The Sands Bethlehem features approximately 145,000 square feet of gaming space that includes approximately 150 table games and more than 3,000 slot machines; a 300-room hotel tower; a 150,000-square-foot retail facility (“The Outlets at Sands Bethlehem”); an arts and cultural center; and a 50,000-square foot multipurpose event center.

We own 86% of the economic interest in the gaming, hotel and entertainment portion of Sands Bethlehem through our ownership interest in Sands Bethworks Gaming LLC (“Sands Bethworks Gaming”) and more than 35% of the economic interest in the retail portion of Sands Bethlehem through our ownership interest in Sands Bethworks Retail LLC (“Sands Bethworks Retail”).

Las Vegas Market

The Las Vegas hotel/casino industry is highly competitive. Hotels on the Las Vegas Strip compete with other hotels on and off the Las Vegas Strip, including hotels in downtown Las Vegas. In addition, there are large projects in Las Vegas currently suspended or in the development stage and when opened may target the same customers as we do. We also compete with casinos located on Native American tribal lands. The proliferation of gaming in California and other areas

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located in the same region as our Las Vegas Operating Properties could have an adverse effect on our financial condition, results of operations or cash flows. Our Las Vegas Operating Properties also compete, to some extent, with other hotel/casino facilities in Nevada and Atlantic City, hotel/casino and other resort facilities elsewhere in the country and the world, internet gaming websites and state lotteries.

In addition, certain states have legalized, and others may legalize, casino gaming in specific areas. The continued proliferation of gaming venues could have a significant and adverse effect on our business. In particular, the legalization of casino gaming in or near major metropolitan areas from which we traditionally attract customers could have a material adverse effect on our business. The current global trend toward liberalization of gaming restrictions and the resulting proliferation of gaming venues could result in a decrease in the number of visitors to our Las Vegas Operating Properties, which could have an adverse effect on our financial condition, results of operations or cash flows. Also, on December 23, 2011, the U.S. Department of Justice (the “DOJ”) released an opinion on the application of the Wire Act to interstate transmission of wire communications, concluding that such communications that did not relate to a “sporting event or contest” fell outside the prohibition of the Wire Act. In concluding as such, the DOJ reversed earlier opinions that the Wire Act was not limited to such communications on sporting events or contests. Those states that permit these distribution channels may also expand the gaming offerings of their lotteries in a manner that could have an adverse effect on our business.

Las Vegas generally competes with trade show and convention facilities located in and around major U.S. cities. Within Las Vegas, the Sands Expo Center competes with the Las Vegas Convention Center (the “LVCC”), which currently has approximately 3.2 million gross square feet of convention and exhibit facilities. In addition to the LVCC, some of our Las Vegas competitors have convention and conference facilities that compete with our Las Vegas Operating Properties.

Competitors of our Las Vegas Operating Properties that can offer a hotel/casino experience that is integrated with substantial trade show and convention, conference and meeting facilities, could have an adverse effect on our competitive advantage in attracting trade show and convention, conference and meeting attendees.

Retail Mall Operations

We own and operate retail malls at our integrated resorts at The Venetian Macao, Four Seasons Macao, Sands Cotai Central, Marina Bay Sands and Sands Bethlehem. Upon completion of the remaining phase of Sands Cotai Central, we will own approximately 2.7 million square feet of gross retail space. As further described in “Agreements Relating to the Malls in Las Vegas” below, the Grand Canal Shoppes were sold to GGP and are not owned or operated by us. Management believes that being in the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow.

Our malls are designed to complement our other unique amenities and service offerings provided by our integrated resorts. Our strategy is to seek out desirable tenants that appeal to our customers and provide a wide variety of shopping options. We generate our mall revenue primarily from leases with tenants through base minimum rents, overage rents, management fees and reimbursements for common area maintenance ("CAM") and other expenditures. For further information related to the financial performance of our malls, see “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The tables below set forth certain information regarding our mall operations as of December 31, 2013. These tables do not reflect subsequent activity in 2014.

Mall Name	Total  GLA(1)		Selected Significant Tenants
Shoppes at Venetian		755,452(2)	Manchester United Experience, Piaget, Zara, Swarovski, Vertu, Victoria’s Secret, Tiffany & Co.
Shoppes at Four Seasons		241,895(3)	Versace, Brioni, Canali, Cartier, Gucci, Dior, Armani, Bottega Veneta, Hugo Boss
Shoppes at Cotai Central		210,143	Kid’s Cavern, Zara, Omega, Gucci, Ralph Lauren, Chow Tai Fook
The Shoppes at Marina Bay Sands		642,241(4)	Louis Vuitton, Chanel, Fendi, BVLGARI, Prada, Gucci, Zara, Banana Republic, Adidas
The Outlets at Sands Bethlehem		134,830(5)	Coach, Lenox, Tommy Hilfiger, Nine West, Guess, Ultra Diamonds, Under Armour, Puma

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(1) Represents Gross Leasable Area in square feet.

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(2) Excludes approximately 166,000 square feet of space on the fifth floor and 1,500 square feet of space on the third floor currently not on the market for lease.

(3) Excludes approximately 20,000 square feet of space on the mezzanine level currently not on the market for lease.

(4) Excludes approximately 134,000 square feet of space operated by the Company.

(5) Excludes approximately 16,100 square feet of undeveloped space.

The following table reflects our tenant representation by category for our mall operations as of December 31, 2013:

Category	Square Feet	% of Square Feet		Representative Tenants
Fashion (luxury, women’s, men’s, mixed)	618,270	33	%	Louis Vuitton, Dior, Gucci, Versace, Chanel, Fendi
Restaurants and lounges	418,724	23	%	CUT, db Bistro, Todai, North, Café Deco
Multi-Brands	206,880	11	%	Duty-free shops, The Atrium
Fashion accessories and footwear	162,552	9	%	Coach, Salvatore Ferragamo, Tumi, Rimowa
Jewelry	147,378	8	%	BVLGARI, Omega, Cartier, Rolex, Tiffany & Co.
Health and beauty	108,927	6	%	Sephora, The Body Shop, Sa Sa
Lifestyle, sports and entertainment	55,478	3	%	Manchester United Experience, Adidas, Ferrari
Banks and services	47,303	3	%	Bank of China, Citibank, ICBC
Home furnishing and electronics	45,835	2	%	Nokia, Vertu, Da Vinci
Specialty foods	23,742	1	%	The Chocolate Shop, Cold Storage Specialty
Arts and gifts	17,321	1	%	Emporio di Gondola
Total	1,852,410	100	%

Advertising and Marketing

We advertise in many types of media, including television, internet, radio, newspapers, magazines and other out-of-home advertising (e.g. billboards), to promote general market awareness of our properties as unique vacation, business and convention destinations due to our first-class hotels, casinos, retail stores, restaurants and other amenities. We actively engage in direct marketing as allowed in various geographic regions, which is targeted at specific market segments, including the premium slot and table games markets.

Development Projects

We are continuing to develop our properties in Macao and the U.S. We also continue to aggressively pursue a variety of new development opportunities around the world. See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Development Projects.”

Regulation and Licensing

Macao Concession and Our Subconcession

In June 2002, the Macao government granted one of three concessions to operate casinos in Macao to Galaxy. During December 2002, we entered into a subconcession agreement with Galaxy, which was approved by the Macao government. The subconcession agreement allows us to develop and operate certain casino projects in Macao, including Sands Macao, The Venetian Macao, Four Seasons Macao, Sands Cotai Central and The Parisian Macao (once opened), separately from Galaxy. Under the subconcession agreement, we are obligated to operate casino games of chance or games of other forms in Macao. We were also obligated to develop and open The Venetian Macao and a convention center by December 2007, and we were required to invest, or cause to be invested, at least 4.4 billion patacas (approximately $550.9 million at exchange rates in effect on December 31, 2013) in various development projects in Macao by June 2009, which obligations we have fulfilled.

If the Galaxy concession is terminated for any reason, our subconcession will remain in effect. The subconcession may be terminated by agreement between Galaxy and us. Galaxy is not entitled to terminate the subconcession unilaterally;

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however, the Macao government, with the consent of Galaxy, may terminate the subconcession under certain circumstances. Galaxy has developed, and may continue to develop, hotel and casino projects separately from us.

We are subject to licensing and control under applicable Macao law and are required to be licensed by the Macao gaming authorities to operate a casino. We must pay periodic fees and taxes, and our gaming license is not transferable. We must periodically submit detailed financial and operating reports to the Macao gaming authorities and furnish any other information that the Macao gaming authorities may require. No person may acquire any rights over the shares or assets of Venetian Macau Limited (“VML”), SCL’s wholly owned subsidiary, without first obtaining the approval of the Macao gaming authorities. Similarly, no person may enter into possession of its premises or operate them through a management agreement or any other contract or through step in rights without first obtaining the approval of, and receiving a license from, the Macao gaming authorities. The transfer or creation of encumbrances over ownership of shares representing the share capital of VML or other rights relating to such shares, and any act involving the granting of voting rights or other stockholders’ rights to persons other than the original owners, would require the approval of the Macao government and the subsequent report of such acts and transactions to the Macao gaming authorities.

Our subconcession agreement requires, among other things: (i) approval of the Macao government for transfers of shares in VML, or of any rights over or inherent to such shares, including the grant of voting rights or other stockholder’s rights to persons other than the original owners, as well as for the creation of any charge, lien or encumbrance on such shares; (ii) approval of the Macao government for transfers of shares, or of any rights over such shares, in any of our direct or indirect stockholders, provided that such shares or rights are directly or indirectly equivalent to an amount that is equal to or higher than 5% of VML’s share capital; and (iii) that the Macao government be given notice of the creation of any encumbrance or the grant of voting rights or other stockholder’s rights to persons other than the original owners on shares in any of the direct or indirect stockholders in VML, provided that such shares or rights are equivalent to an amount that is equal to or higher than 5% of VML’s share capital. The requirements in provisions (ii) and (iii) above will not apply, however, to securities listed as tradable on a stock exchange.

The Macao gaming authorities may investigate any individual who has a material relationship to, or material involvement with, us to determine whether our suitability and/or financial capacity is affected by this individual. LVSC and SCL shareholders with 5% or more of the share capital, directors and some of our key employees must apply for and undergo a finding of suitability process and maintain due qualification during the subconcession term, and accept the persistent and long-term inspection and supervision exercised by the Macao government. VML is required to notify the Macao government immediately should VML become aware of any fact that may be material to the appropriate qualification of any shareholder who owns 5% of the share capital, or any officer, director or key employee. Changes in licensed positions must be reported to the Macao gaming authorities, and in addition to their authority to deny an application for a finding of suitability or licensure, the Macao gaming authorities have jurisdiction to disapprove a change in corporate position. If the Macao gaming authorities were to find one of our officers, directors or key employees unsuitable for licensing, we would have to sever all relationships with that person. In addition, the Macao gaming authorities may require us to terminate the employment of any person who refuses to file appropriate applications.

Any person who fails or refuses to apply for a finding of suitability after being ordered to do so by the Macao gaming authorities may be found unsuitable. Any stockholder found unsuitable who holds, directly or indirectly, any beneficial ownership of the common stock of a company incorporated in Macao and registered with the Macao Companies and Moveable Assets Registrar (a “Macao registered corporation”) beyond the period of time prescribed by the Macao gaming authorities may lose their rights to the shares. We will be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, we:

• pay that person any dividend or interest upon its shares;

• allow that person to exercise, directly or indirectly, any voting right conferred through shares held by that person;

• pay remuneration in any form to that person for services rendered or otherwise; or

• fail to pursue all lawful efforts to require that unsuitable person to relinquish its shares.

The Macao gaming authorities also have the authority to approve all persons owning or controlling the stock of any corporation holding a gaming license.

In addition, the Macao gaming authorities require prior approval for the creation of liens and encumbrances over VML’s assets and restrictions on stock in connection with any financing.

The Macao gaming authorities must give their prior approval to changes in control of VML through a merger, consolidation, stock or asset acquisition, management or consulting agreement or any act or conduct by any person

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whereby he or she obtains control. Entities seeking to acquire control of a Macao registered corporation must satisfy the Macao gaming authorities concerning a variety of stringent standards prior to assuming control. The Macao Gaming Commission may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process of the transaction.

The Macao gaming authorities may consider some management opposition to corporate acquisitions, repurchases of voting securities and corporate defense tactics affecting Macao gaming licensees, and the Macao registered corporations affiliated with such operations, to be injurious to stable and productive corporate gaming.

The Macao gaming authorities also have the power to supervise gaming licensees in order to:

• assure the financial stability of corporate gaming operators and their affiliates;

• preserve the beneficial aspects of conducting business in the corporate form; and

• promote a neutral environment for the orderly governance of corporate affairs.

The subconcession agreement requires the Macao gaming authorities’ prior approval of any recapitalization plan proposed by VML’s Board of Directors. The Chief Executive of Macao could also require VML to increase its share capital if he deemed it necessary.

The Macao government also has the right, after consultation with Galaxy, to unilaterally terminate the subconcession agreement at any time upon the occurrence of specified events of default, including:

• the operation of gaming without permission or operation of business which does not fall within the business scope of the subconcession;

• the suspension of operations of our gaming business in Macao without reasonable grounds for more than seven consecutive days or more than fourteen non-consecutive days within one calendar year;

• the unauthorized transfer of all or part of our gaming operations in Macao;

• the failure to pay taxes, premiums, levies or other amounts payable to the Macao government;

• the failure to resume operations following the temporary assumption of operations by the Macao government;

• the repeated failure to comply with decisions of the Macao government;

• the failure to provide or supplement the guarantee deposit or the guarantees specified in the subconcession within the prescribed period;

• the bankruptcy or insolvency of VML;

• fraudulent activity by VML;

• serious and repeated violation by VML of the applicable rules for carrying out casino games of chance or games of other forms or the operation of casino games of chance or games of other forms;

• the grant to any other person of any managing power over VML; or

• the failure by a controlling shareholder in VML to dispose of its interest in VML following notice from the gaming authorities of another jurisdiction in which such controlling shareholder is licensed to operate casino games of chance to the effect that such controlling shareholder can no longer own shares in VML.

In addition, we must comply with various covenants and other provisions under the subconcession, including obligations to:

• ensure the proper operation and conduct of casino games;

• employ people with appropriate qualifications;

• operate and conduct casino games of chance in a fair and honest manner without the influence of criminal activities;

• safeguard and ensure Macao’s interests in tax revenue from the operation of casinos and other gaming areas; and

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• maintain a specified level of insurance.

The subconcession agreement also allows the Macao government to request various changes in the plans and specifications of our Macao properties and to make various other decisions and determinations that may be binding on us. For example, the Macao government has the right to require that we contribute additional capital to our Macao subsidiaries or that we provide certain deposits or other guarantees of performance in any amount determined by the Macao government to be necessary. VML is limited in its ability to raise additional capital by the need to first obtain the approval of the Macao gaming and governmental authorities before raising certain debt or equity.

If our subconcession is terminated in the event of a default, the casinos and gaming-related equipment would be automatically transferred to the Macao government without compensation to us and we would cease to generate any revenues from these operations. In many of these instances, the subconcession agreement does not provide a specific cure period within which any such events may be cured and, instead, we would rely on consultations and negotiations with the Macao government to give us an opportunity to remedy any such default.

The Sands Macao, The Venetian Macao, Four Seasons Macao and Sands Cotai Central are being, and The Parisian Macao will be, operated under our subconcession agreement. This subconcession excludes the following gaming activities: mutual bets, lotteries, raffles, interactive gaming and games of chance or other gaming, betting or gambling activities on ships or planes. Our subconcession is exclusively governed by Macao law. We are subject to the exclusive jurisdiction of the courts of Macao in case of any dispute or conflict relating to our subconcession.

Our subconcession agreement expires on June 26, 2022. Unless our subconcession is extended, on that date, the casinos and gaming-related equipment will automatically be transferred to the Macao government without compensation to us and we will cease to generate any revenues from these operations. Beginning on December 26, 2017, the Macao government may redeem our subconcession by giving us at least one year prior notice and by paying us fair compensation or indemnity. See “Item 1A — Risk Factors — Risks Associated with Our International Operations — We will stop generating any revenues from our Macao gaming operations if we cannot secure an extension of our subconcession in 2022 or if the Macao government exercises its redemption right.”

Under our subconcession, we are obligated to pay to the Macao government an annual premium with a fixed portion and a variable portion based on the number and type of gaming tables employed and gaming machines operated by us. The fixed portion of the premium is equal to 30.0 million patacas (approximately $3.8 million at exchange rates in effect on December 31, 2013). The variable portion is equal to 300,000 patacas per gaming table reserved exclusively for certain kinds of games or players, 150,000 patacas per gaming table not so reserved and 1,000 patacas per electrical or mechanical gaming machine, including slot machines (approximately $37,558, $18,779 and $125, respectively, at exchange rates in effect on December 31, 2013), subject to a minimum of 45.0 million patacas (approximately $5.6 million at exchange rates in effect on December 31, 2013). We also have to pay a special gaming tax of 35% of gross gaming revenues and applicable withholding taxes. We must also contribute 4% of our gross gaming revenue to utilities designated by the Macao government, a portion of which must be used for promotion of tourism in Macao. This percentage may be subject to change in the future.

Currently, the gaming tax in Macao is calculated as a percentage of gross gaming revenue; however, unlike Nevada, gross gaming revenue does not include deductions for credit losses. As a result, if we extend credit to our customers in Macao and are unable to collect on the related receivables from them, we have to pay taxes on our winnings from these customers even though we were unable to collect on the related receivables. If the laws are not changed, our business in Macao may not be able to realize the full benefits of extending credit to our customers. Although there are proposals to revise the gaming tax laws in Macao, there can be no assurance that the laws will be changed.

In October 2013, we received an additional 5-year exemption from Macao’s corporate income tax on profits generated by the operation of casino games of chance for the five-year period ending December 31, 2018. We entered into an agreement with the Macao government effective through 2013 that provided for an annual payment as a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions. In November 2013, we requested an additional agreement with the Macao government through 2018 to correspond to the income tax exemption for gaming operations; however, there is no assurance that we will receive the agreement. See “Item 1A — Risk Factors — Risks Associated with our International Operations — We are currently not required to pay corporate income taxes on our casino gaming operations in Macao. This tax exemption expires at the end of 2018. The agreement with the Macao government that provided for a fixed annual payment that is a substitution for a 12% tax otherwise due from VML’s shareholders on dividends distributed from our Macao gaming operations expired at the end of 2013."

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Development Agreement with Singapore Tourism Board

On August 23, 2006, our wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”), entered into a development agreement, as amended by a supplementary agreement on December 11, 2009 (the “Development Agreement”), with the STB to design, develop, construct and operate the Marina Bay Sands. The Development Agreement includes a concession for MBS to own and operate a casino within the integrated resort. In addition to the casino, the integrated resort includes, among other amenities, a hotel, a retail complex, a convention center and meeting room complex, theaters, restaurants and an art/science museum. MBS is one of two companies that have been awarded a concession to operate a casino in Singapore. Under the Request for Proposal, the Exclusivity Period provides that only two licensees will be granted the right to operate a casino in Singapore during the ten-year period. In connection with entering into the Development Agreement, MBS entered into a 60-year lease with the STB for the parcels underlying the project site and entered into an agreement with the Land Transport Authority of Singapore for the provision of necessary infrastructure for rapid transit systems and road works within and/or outside the project site. During the Exclusivity Period, the Company, which is currently the 100% indirect shareholder of MBS, must continue to be the single largest entity with direct or indirect controlling interest of at least 20% in MBS, unless otherwise approved by the CRA.

The term of the casino concession provided under the Development Agreement is for 30 years commencing from the date the Development Agreement was entered into, or August 23, 2006. In order to renew the casino concession, MBS must give notice to the STB and other relevant authorities in Singapore at least five years before its expiration in August 2036. The Singapore government may terminate the casino concession prior to its expiration in order to serve the best interests of the public, in which event fair compensation will be paid to MBS.

On April 26, 2010, MBS was issued a casino license for a three-year period, which required payment of a license fee of SGD 37.5 million (approximately $29.6 million at exchange rates in effect on December 31, 2013). On April 19, 2013, MBS was granted a license for a further three-year period expiring on April 25, 2016, which required payment of SGD 57.0 million (approximately $44.9 million at exchange rates in effect on December 31, 2013) as part of the renewal process. The license is amortized over its three-year term and is renewable upon submitting a renewal application, paying the applicable fee and meeting the renewal requirements as determined by the CRA.

The Development Agreement contains, among other things, restrictions limiting the use of the leased land to the development and operation of the project, requirements that MBS obtain prior approval from the STB in order to subdivide the hotel and retail components of the project, and prohibitions on any such subdivision during the Exclusivity Period. The Development Agreement also contains provisions relating to the construction of the project and associated deadlines for substantial completion and opening; the location of the casino within the project site and casino licensing issues; insurance requirements; and limitations on MBS’ ability to assign the lease or sub-lease any portion of the land during the Exclusivity Period. In addition, the Development Agreement contains events of default, including, among other things, the failure of MBS to perform its obligations under the Development Agreement and events of bankruptcy or dissolution.

The Development Agreement required MBS to invest at least SGD 3.85 billion (approximately $3.04 billion at exchange rates in effect on December 31, 2013) in the integrated resort, which was to be allocated in specified amounts among the casino, hotel, food and beverage outlets, retail areas, meeting, convention and exhibition facilities, key attractions, entertainment venues and public areas. This minimum investment requirement, which has been fulfilled, must be satisfied in full upon the earlier of eight years from the date of the Development Agreement or three years from the issuance of the casino license, which was issued in April 2010.

MBS was required to complete the construction of the Marina Bay Sands by August 22, 2014, in order to avoid an event of default under the Development Agreement that could result in a forfeiture of the lease for the land parcels underlying the integrated resort. Pursuant to the Development Agreement, MBS was permitted to open Marina Bay Sands in stages and in accordance with an agreed upon schedule. This schedule was met by MBS as confirmed by an audit conducted on behalf of the STB.

Employees whose job duties relate to the operations of the casino are required to be licensed by the relevant authorities in Singapore. MBS also must comply with comprehensive internal control standards or regulations concerning advertising; branch office operations; the location, floor plans and layout of the casino; casino operations including casino related financial transactions and patron disputes, issuance of credit and collection of debt, relationships with and permitted payments to junket operators; security and surveillance; casino access by Singaporeans and non-Singaporeans; compliance functions and the prevention of money laundering; periodic standard and other reports to the CRA; and those relating to social controls including the exclusion of certain persons from the casino.

There is a goods and services tax of 7% imposed on gross gaming revenue and a casino tax of 15% imposed on the gross gaming revenue from the casino after reduction for the amount of goods and services tax, except in the case of

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gaming by premium players, in which case a casino tax of 5% is imposed on the gross gaming revenue generated from such players after reduction for the amount of the goods and services tax. The tax rates will not be changed for a period of 15 years from March 1, 2007. The casino tax is deductible against the Singapore corporate taxable income of MBS. The provision for bad debts arising from the extension of credit granted to gaming patrons is not deductible against gross gaming revenue when calculating the casino tax, but is deductible for the purposes of calculating corporate income tax and the goods and services tax (subject to the prevailing law). MBS is permitted to extend casino credit to persons who are not Singapore citizens or permanent residents, but is not permitted to extend casino credit to Singapore citizens or permanent residents except to premium players.

The key constraint imposed on the casino under the Development Agreement is the total size of the gaming area, which must not be more than 15,000 square meters (approximately 161,000 square feet). The following are not counted towards the gaming area: back of house facilities, reception, restrooms, food and beverage areas, retail shops, stairs, escalators and lift lobbies leading to the gaming area, aesthetic and decorative displays, performance areas and major aisles. The casino located within Marina Bay Sands may not have more than 2,500 gaming machines, but there is no limit on the number of tables for casino games permitted in the casino.

On January 31, 2013, certain amendments to the Casino Control Act (the “Singapore Act”) became effective. Among the changes introduced by these amendments is a revision of the maximum financial penalty that may be imposed on a casino operator by way of disciplinary action on a number of grounds, including contravention of a provision of the Singapore Act or a condition of the casino license. Under the amended provisions, a casino operator may be subject to a financial penalty, for each ground of disciplinary action, of a sum not exceeding 10% of the annual gross gaming revenue (as defined in the Singapore Act) of the casino operator for the financial year immediately preceding the date the financial penalty is imposed.

The amendments to the Singapore Act also included an introduction of an additional factor to be considered by the CRA in determining future applications and/or renewals for a casino license. Applicants are required to be a suitable person to develop, maintain and promote the integrated resort as a compelling tourist destination that meets prevailing market demand and industry standards and contributes to the tourism industry in Singapore. The Singapore government is in the process of establishing an evaluation panel and standards for review. This change could have an effect on future licensing considerations for MBS. We believe MBS’ iconic tourist destination in Singapore and the far east is well-established at this time.

State of Nevada

The ownership and operation of casino gaming facilities in the State of Nevada are subject to the Nevada Gaming Control Act and the regulations promulgated thereunder (collectively, the “Nevada Act”) and various local regulations. Our gaming operations are also subject to the licensing and regulatory control of the Nevada Gaming Commission (the “Nevada Commission”), the Nevada Gaming Control Board (the “Nevada Board”) and the Clark County Liquor and Gaming Licensing Board (the “CCLGLB” and together with the Nevada Commission and the Nevada Board, the “Nevada Gaming Authorities”).

The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy that are concerned with, among other things:

• the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;

• the establishment and maintenance of responsible accounting practices and procedures;

• the maintenance of effective controls over the financial practices of licensees, including establishing minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing reliable record-keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities;

• the prevention of cheating and fraudulent practices; and

• the establishment of a source of state and local revenues through taxation and licensing fees.

Any change in such laws, regulations and procedures could have an adverse effect on our Las Vegas operations.

Las Vegas Sands, LLC (“LVSLLC”) is licensed by the Nevada Gaming Authorities to operate both The Venetian Las Vegas and The Palazzo as a single resort hotel as set forth in the Nevada Act. The gaming license requires the periodic payment of fees and taxes and is not transferable. LVSLLC is also registered as an intermediary company of Venetian Casino Resort, LLC (“VCR”). VCR is licensed as a manufacturer and distributor of gaming devices. LVSLLC and VCR

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are collectively referred to as the “licensed subsidiaries.” LVSC is registered with the Nevada Commission as a publicly traded corporation (the “registered corporation”). As such, we must periodically submit detailed financial and operating reports to the Nevada Gaming Authorities and furnish any other information that the Nevada Gaming Authorities may require. No person may become a stockholder of, or receive any percentage of the profits from, the licensed subsidiaries without first obtaining licenses and approvals from the Nevada Gaming Authorities. Additionally, the CCLGLB has taken the position that it has the authority to approve all persons owning or controlling the stock of any corporation controlling a gaming licensee. We, and the licensed subsidiaries, possess all state and local government registrations, approvals, permits and licenses required in order for us to engage in gaming activities at The Venetian Las Vegas and The Palazzo.

The Nevada Gaming Authorities may investigate any individual who has a material relationship to or material involvement with us or the licensed subsidiaries to determine whether such individual is suitable or should be licensed as a business associate of a gaming licensee. Officers, directors and certain key employees of the licensed subsidiaries must file applications with the Nevada Gaming Authorities and may be required to be licensed by the Nevada Gaming Authorities. Our officers, directors and key employees who are actively and directly involved in the gaming activities of the licensed subsidiaries may be required to be licensed or found suitable by the Nevada Gaming Authorities.

The Nevada Gaming Authorities may deny an application for licensing or a finding of suitability for any cause they deem reasonable. A finding of suitability is comparable to licensing; both require submission of detailed personal and financial information followed by a thorough investigation. The applicant for licensing or a finding of suitability, or the gaming licensee by whom the applicant is employed or for whom the applicant serves, must pay all the costs of the investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities, and in addition to their authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a change in a corporate position.

If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or to have an inappropriate relationship with us or the licensed subsidiaries, we would have to sever all relationships with such person. In addition, the Nevada Commission may require us or the licensed subsidiaries to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability or questions pertaining to licensing are not subject to judicial review in Nevada.

We, and the licensed subsidiaries, are required to submit periodic detailed financial and operating reports to the Nevada Commission. Substantially all of our and our licensed subsidiaries’ material loans, leases, sales of securities and similar financing transactions must be reported to or approved by the Nevada Commission.

If it were determined that we or a licensed subsidiary violated the Nevada Act, the registration and gaming licenses we then hold could be limited, conditioned, suspended or revoked, subject to compliance with certain statutory and regulatory procedures. In addition, we and the persons involved could be subject to substantial fines for each separate violation of the Nevada Act at the discretion of the Nevada Commission. Further, a supervisor could be appointed by the Nevada Commission to operate the casinos, and, under certain circumstances, earnings generated during the supervisor’s appointment (except for the reasonable rental value of the casinos) could be forfeited to the State of Nevada. Limitation, conditioning or suspension of any gaming registration or license or the appointment of a supervisor could (and revocation of any gaming license would) have a material adverse effect on our gaming operations.

Any beneficial holder of our voting securities, regardless of the number of shares owned, may be required to file an application, be investigated, and have its suitability as a beneficial holder of our voting securities determined if the Nevada Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada. The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting any such investigation.

The Nevada Act requires any person who acquires more than 5% of our voting securities to report the acquisition to the Chairman of the Nevada Board. The Nevada Act requires that beneficial owners of more than 10% of our voting securities apply to the Nevada Commission for a finding of suitability within thirty days after the Chairman of the Nevada Board mails the written notice requiring such filing. Under certain circumstances, an “institutional investor” as defined in the Nevada Act, which acquires more than 10%, but not more than 25%, of our voting securities (subject to certain additional holdings as a result of certain debt restructurings), may apply to the Nevada Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities only for investment purposes. Additionally, an institutional investor that has been granted such a waiver may acquire more than 25% but not more than 29% of our voting securities if such additional ownership results from a stock re-purchase program and such institutional investor does not purchase or otherwise acquire any additional voting securities that would result in an increase in its ownership percentage.

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An institutional investor will be deemed to hold voting securities only for investment purposes if it acquires and holds the voting securities in the ordinary course of business as an institutional investment and not for the purpose of causing, directly or indirectly, the election of a majority of the members of our Board of Directors, any change in our corporate charter, by-laws, management, policies or our operations or any of our gaming affiliates, or any other action that the Nevada Commission finds to be inconsistent with holding our voting securities only for investment purposes. Activities that are deemed consistent with holding voting securities only for investment purposes include:

• voting on all matters voted on by stockholders;

• making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in management, policies or operations; and

• such other activities as the Nevada Commission may determine to be consistent with such investment intent.

If the beneficial holder of voting securities who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners. The applicant is required to pay all costs of investigation.

Any person who fails or refuses to apply for a finding of suitability or a license within thirty days after being ordered to do so by the Nevada Commission or the Chairman of the Nevada Board may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any stockholder found unsuitable who holds, directly or indirectly, any beneficial ownership of the common stock of a registered corporation beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense. We are subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us or a licensed subsidiary, we, or any of the licensed subsidiaries:

• allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person;

• pay remuneration in any form to that person for services rendered or otherwise; or

• fail to pursue all lawful efforts to require such unsuitable person to relinquish his or her voting securities including, if necessary, the purchase for cash at fair market value.

Our charter documents include provisions intended to help us comply with these requirements.

The Nevada Commission may, in its discretion, require the holder of any debt security of a registered corporation to file an application, be investigated and be found suitable to own the debt security of such registered corporation. If the Nevada Commission determines that a person is unsuitable to own such security, then pursuant to the Nevada Act, the registered corporation can be sanctioned, including the loss of its approvals, if without the prior approval of the Nevada Commission, it:

• pays to the unsuitable person any dividend, interest, or any distribution whatsoever;

• recognizes any voting right by such unsuitable person in connection with such securities; or

• pays the unsuitable person remuneration in any form.

We are required to maintain a current stock ledger in Nevada that may be examined by the Nevada Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities and we are also required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. A failure to make such disclosure may be grounds for finding the record holder unsuitable. We are also required to render maximum assistance in determining the identity of the beneficial owner.

We cannot make a public offering of any securities without the prior approval of the Nevada Commission if the securities or the proceeds from the offering are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for such purposes. On November 15, 2012, the Nevada Commission granted us prior approval to make public offerings for a period of three years, subject to certain conditions (the “shelf approval”). The shelf approval, however, may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Chairman of the Nevada Board. The shelf approval does not constitute a finding, recommendation, or approval by the Nevada Commission or the Nevada Board as to the investment merits of any securities offered under the shelf approval. Any representation to the contrary is unlawful.

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Changes in our control through a merger, consolidation, stock or asset acquisition, management or consulting agreement, or any act or conduct by any person whereby he or she obtains control, shall not occur without the prior approval of the Nevada Commission. Entities seeking to acquire control of a registered corporation must satisfy the Nevada Board and the Nevada Commission concerning a variety of stringent standards prior to assuming control of such registered corporation. The Nevada Commission may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process of the transaction.

The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting Nevada gaming licensees, and registered corporations that are affiliated with those operations, may be injurious to stable and productive corporate gaming. The Nevada Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Nevada’s gaming industry and to further Nevada’s policy to:

• assure the financial stability of corporate gaming operators and their affiliates;

• preserve the beneficial aspects of conducting business in the corporate form; and

• promote a neutral environment for the orderly governance of corporate affairs.

Approvals are, in certain circumstances, required from the Nevada Commission before we can make exceptional repurchases of voting securities above the current market price thereof and before a corporate acquisition opposed by management can be consummated.

The Nevada Act also requires prior approval of a plan of recapitalization proposed by the Board of Directors in response to a tender offer made directly to our stockholders for the purposes of acquiring control of the registered corporation.

License fees and taxes, computed in various ways depending upon the type of gaming or activity involved, are payable to the State of Nevada and to Clark County, Nevada. Depending upon the particular fee or tax involved, these fees and taxes are payable monthly, quarterly or annually and are based upon:

• a percentage of the gross revenues received;

• the number of gaming devices operated; or

• the number of table games operated.

The tax on gross revenues received is generally 6.75%. In addition, an excise tax is paid by us on charges for admission to any facility where certain forms of live entertainment are provided. VCR is also required to pay certain fees and taxes to the State of Nevada as a licensed manufacturer and distributor.

Any person who is licensed, required to be licensed, registered, required to be registered, or under common control with such persons (collectively, “licensees”), and who proposes to become involved in a gaming operation outside of Nevada, is required to deposit with the Nevada Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of any investigation by the Nevada Board into their participation in such foreign gaming operation. The revolving fund is subject to increase or decrease at the discretion of the Nevada Commission. Thereafter, licensees are also required to comply with certain reporting requirements imposed by the Nevada Act. Licensees are also subject to disciplinary action by the Nevada Commission if they knowingly violate any laws of any foreign jurisdiction pertaining to such foreign gaming operation, fail to conduct such foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations, engage in activities that are harmful to the State of Nevada or its ability to collect gaming taxes and fees, or employ a person in such foreign operation who has been denied a license or a finding of suitability in Nevada on the ground of personal unsuitability or who has been found guilty of cheating at gambling.

The sale of alcoholic beverages by the licensed subsidiaries on the casino premises and at the Sands Expo Center is subject to licensing, control and regulation by the applicable local authorities. Our licensed subsidiaries have obtained the necessary liquor licenses to sell alcoholic beverages. All licenses are revocable and are not transferable. The agencies involved have full power to limit, condition, suspend or revoke any such licenses, and any such disciplinary action could (and revocation of such licenses would) have a material adverse effect on our operations.

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Commonwealth of Pennsylvania

Sands Bethworks Gaming is subject to the rules and regulations promulgated by the Pennsylvania Gaming Control Board (“PaGCB”) and the Pennsylvania Department of Revenue, the on-site direction of the Pennsylvania State Police and the requirements of other agencies.

On December 20, 2006, we were awarded one of two Category 2 “at large” gaming licenses available in Pennsylvania. A location in the Pocono Mountains was awarded the other Category 2 “at large” license. On the same day, two Category 2 licenses were awarded to applicants for locations in Philadelphia, a Category 2 license was awarded to an applicant in Pittsburgh, and six race tracks were awarded Category 1 licenses. One of the Philadelphia Category 2 licenses was revoked by the PaGCB in December 2010. The revocation was upheld in November 2011 by an intermediate appellate court in Pennsylvania and became final in March 2012 when the Pennsylvania Supreme Court denied a discretionary appeal from the intermediate appellate court’s ruling. Six applications were submitted for the revoked Philadelphia Category 2 license; however, there is no deadline for the selection of the new Category 2 license.

The principal difference between Category 1 and Category 2 licenses is that the former is available only to certain race tracks. A Category 1 or Category 2 licensee is authorized to open with up to 3,000 slot machines and to increase to up to 5,000 slot machines upon approval of the PaGCB, which may not take effect earlier than six months after opening. The PaGCB also is permitted to award three Category 3 licenses. A Category 3 licensee is authorized to operate up to 600 slot machines and 50 table games or up to 500 slot machines without table games. To date, two Category 3 licenses have been awarded: the Valley Forge Convention Center in suburban Philadelphia and the Nemacolin Woodlands Resort in Fayette County, Pennsylvania. An additional Category 3 license may be issued, but not before July 2017, following a formal application process.

In July 2007, we paid a $50.0 million licensing fee to the Commonwealth of Pennsylvania and, in August 2007, were issued our gaming license by the PaGCB. Just prior to the opening of the casino at Sands Bethlehem, we were required to make a deposit of $5.0 million, which was reduced to $1.5 million in January 2010 when the law was amended, to cover weekly withdrawals of our share of the cost of regulation and the amount withdrawn must be replenished weekly.

In February 2010, we submitted a petition to the PaGCB to obtain a table games operation certificate to operate table games at Sands Bethlehem, based on a revision to the law in 2010 that authorized table games. The petition was approved in April 2010, we paid a $16.5 million table game licensing fee in May 2010 and were issued a table games certificate in June 2010. Table games operations commenced on July 18, 2010.

We must notify the PaGCB if we become aware of any proposed or contemplated change of control including more than 5% of the ownership interests of Sands Bethworks Gaming or of more than 5% of the ownership interests of any entity that owns, directly or indirectly, at least 20% of Sands Bethworks Gaming, including LVSC. The acquisition by a person or a group of persons acting in concert of more than 20% of the ownership interests of Sands Bethworks Gaming or of any entity that owns, directly or indirectly, at least 20% of Sands Bethworks Gaming, with the exception of the ownership interest of a person at the time of the original licensure when the license fee was paid, would be defined as a change of control under applicable Pennsylvania gaming law and regulations. Upon a change of control, the acquirer of the ownership interests would be required to qualify for licensure and to pay a new license fee of $50.0 million or a lesser “change of control” fee as determined by the PaGCB. In December 2007, the PaGCB adopted a $2.5 million fee to be assessed on an acquirer in connection with a change in control unless special circumstances dictate otherwise. The PaGCB retains the discretion to eliminate the need for qualification and may reduce the license fee upon a change of control. The PaGCB may provide up to 120 days for any person who is required to apply for a license and who is found not qualified to completely divest the person’s ownership interest.

Any person who acquires beneficial ownership of 5% or more of our voting securities will be required to apply to the PaGCB for licensure, obtain licensure and remain licensed. Licensure requires, among other things, that the applicant establish by clear and convincing evidence the applicant’s good character, honesty and integrity. Additionally, any trust that holds 5% or more of our voting securities is required to be licensed by the PaGCB and each individual who is a grantor, trustee or beneficiary of the trust is also required to be licensed by the PaGCB. Under certain circumstances and under the regulations of the PaGCB, an “institutional investor” as defined under the regulations of the PaGCB, which acquires beneficial ownership of 5% or more, but less than 10%, of our voting securities, may not be required to be licensed by the PaGCB provided the institutional investor files an Institutional Notice of Ownership Form with the PaGCB Bureau of Licensing and has filed, and remains eligible to file, a statement of beneficial ownership on Schedule 13G with the SEC as a result of this ownership interest. In addition, any beneficial owner of our voting securities, regardless of the number of shares beneficially owned, may be required at the discretion of the PaGCB to file an application for licensure.

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In the event a security holder is required to be found qualified and is not found qualified, the security holder may be required by the PaGCB to divest of the interest at a price not exceeding the cost of the interest.

Employees

We directly employ approximately 48,500 employees worldwide and hire temporary employees on an as-needed basis. Our employees are not covered by collective bargaining agreements, except as discussed below with respect to our Sands Expo Center employees. We believe that we have good relations with our employees.

Certain unions have engaged in confrontational and obstructive tactics at some of our properties, including contacting potential customers, tenants and investors, objecting to various administrative approvals and picketing, and may continue these tactics in the future. Although we believe we will be able to operate despite such tactics, no assurance can be given that we will be able to do so or that the failure to do so would not have a material adverse effect on our financial condition, results of operations or cash flows. Although no assurances can be given, if employees decide to be represented by labor unions, management does not believe that such representation would have a material effect on our financial condition, results of operations or cash flows.

Certain culinary personnel are hired from time to time for trade shows and conventions at Sands Expo Center and are covered under a collective bargaining agreement between Local 226 and Sands Expo Center. This collective bargaining agreement expired in December 2000, but automatically renews on an annual basis. As a result, Sands Expo Center is operating under the terms of the expired bargaining agreement with respect to these employees.

Intellectual Property

Our intellectual property (“IP”) portfolio currently consists of copyrights, domain names and domain name system configurations, patents, trade secrets, trademarks, service marks and trade names. We believe that the name recognition, brand identification and image that we have developed through our intellectual properties attract customers to our facilities, drive customer loyalty and contribute to our success. We register and protect our intellectual property in the jurisdictions in which we operate or significantly advertise, as well as in countries in which we may operate in the future.

Agreements Relating to the Malls in Las Vegas

The Grand Canal Shoppes

In May 2004, we completed the sale of The Grand Canal Shoppes and leased to GGP 19 retail and restaurant spaces on the casino level of The Venetian Las Vegas for 89 years with annual rent of one dollar, and GGP assumed our interest as landlord under the various leases associated with these 19 spaces. In addition, we agreed with GGP to:

• continue to be obligated to fulfill certain lease termination and asset purchase agreements;

• lease the portion of the theater space located within The Grand Canal Shoppes from GGP for a period of 25 years, subject to an additional 50 years of extension options, with initial fixed minimum rent of $3.3 million per year;

• lease the gondola retail store and the canal space located within The Grand Canal Shoppes from GGP (and by amendment the extension of the canal space extended into The Shoppes at The Palazzo) for a period of 25 years, subject to an additional 50 years of extension options, with initial fixed minimum rent of $3.5 million per year; and

• lease certain office space from GGP for a period of 10 years, subject to an additional 65 years of extension options, with initial annual rent of approximately $0.9 million.

The lease payments relating to the theater, the canal space within The Grand Canal Shoppes and the office space from GGP are subject to automatic increases of 5% in the sixth lease year and each subsequent fifth lease year.

The Shoppes at The Palazzo

We contracted to sell The Shoppes at The Palazzo to GGP pursuant to a purchase and sale agreement dated as of April 12, 2004, as amended (the “Amended Agreement”). Under the Amended Agreement, we also leased to GGP certain restaurant and retail space on the casino level of The Palazzo for 89 years with annual rent of one dollar and GGP assumed our interest as landlord under the various space leases associated with these spaces. On June 24, 2011, we reached a settlement with GGP regarding the final purchase price. Under the terms of the settlement, we retained the $295.4 million of proceeds previously received and participate in certain potential future revenues earned by GGP.

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Cooperation Agreement

Our business plan calls for each of The Venetian Las Vegas, The Palazzo, Sands Expo Center, the Grand Canal Shoppes and the high-rise residential condominium tower that was being constructed on the Las Vegas strip between The Palazzo and The Venetian Las Vegas (the “Las Vegas Condo Tower”), though separately owned, to be integrally related components of one facility (the “LV Integrated Resort”). In establishing the terms for the integrated operation of these components, the cooperation agreement sets forth agreements regarding, among other things, encroachments, easements, operating standards, maintenance requirements, insurance requirements, casualty and condemnation, joint marketing, and the sharing of some facilities and related costs. Subject to applicable law, the cooperation agreement binds all current and future owners of all portions of the LV Integrated Resort and has priority over the liens securing LVSLLC’s senior secured credit facility and in some or all respects any liens that may secure any indebtedness of the owners of any portion of the LV Integrated Resort. Accordingly, subject to applicable law, the obligations in the cooperation agreement will “run with the land” if any of the components change hands.

Operating Covenants. The cooperation agreement regulates certain aspects of the operation of the LV Integrated Resort. For example, under the cooperation agreement, we are obligated to operate The Venetian Las Vegas continuously and to use it exclusively in accordance with standards of first-class Las Vegas Boulevard-style hotels and casinos. We are also obligated to operate and use the Sands Expo Center exclusively in accordance with standards of first-class convention, trade show and exposition centers. The owners of the Grand Canal Shoppes are obligated to operate their property exclusively in accordance with standards of first-class restaurant and retail complexes. For so long as The Venetian Las Vegas is operated in accordance with a “Venetian” theme, the owner of the Grand Canal Shoppes must operate The Grand Canal Shoppes in accordance with the overall Venetian theme.

Maintenance and Repair. We must maintain The Venetian Las Vegas and The Palazzo as well as some common areas and common facilities that are to be shared with the Grand Canal Shoppes. The cost of maintenance of all shared common areas and common facilities is to be shared between us and the owners of the Grand Canal Shoppes. We must also maintain, repair and restore Sands Expo Center and certain common areas and common facilities located in Sands Expo Center. The owners of the Grand Canal Shoppes must maintain, repair and restore the Grand Canal Shoppes and certain common areas and common facilities located within.

Insurance. We and the owners of the Grand Canal Shoppes must maintain minimum types and levels of insurance, including property damage, general liability and business interruption insurance. The cooperation agreement establishes an insurance trustee to assist in the implementation of the insurance requirements.

Parking. The cooperation agreement also addresses issues relating to the use of the LV Integrated Resort’s parking facilities and easements for access. The Venetian Las Vegas, The Palazzo, Sands Expo Center and the Grand Canal Shoppes may use the parking spaces in the LV Integrated Resort’s parking facilities on a “first come, first served” basis. The LV Integrated Resort’s parking facilities are owned, maintained and operated by us, with the operating costs proportionately allocated among and/or billed to the owners of the components of the LV Integrated Resort. Each party to the cooperation agreement has granted to the others non-exclusive easements and rights to use the roadways and walkways on each other’s properties for vehicular and pedestrian access to the parking garages.

Utility Easement. All property owners have also granted each other all appropriate and necessary easement rights to utility lines servicing the LV Integrated Resort.

Consents, Approvals and Disputes. If any current or future party to the cooperation agreement has a consent or approval right or has discretion to act or refrain from acting, the consent or approval of such party will only be granted and action will be taken or not taken only if a commercially reasonable owner would do so and such consent, approval, action or inaction would not have a material adverse effect on the property owned by such property owner. The cooperation agreement provides for the appointment of an independent expert to resolve some disputes between the parties, as well as for expedited arbitration for other disputes.

Sale of the Grand Canal Shoppes by GGP. We have a right of first offer in connection with any proposed sale of the Grand Canal Shoppes by GGP. We also have the right to receive notice of any default by GGP sent by any lender holding a mortgage on the Grand Canal Shoppes, if any, and the right to cure such default subject to our meeting certain net worth tests.

ITEM 1A. — RISK FACTORS

You should carefully consider the risk factors set forth below as well as the other information contained in this Annual Report on Form 10-K in connection with evaluating the Company. Additional risks and uncertainties not currently known to us or that

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we currently deem to be immaterial may also have a material adverse effect on our business, financial condition, results of operations or cash flows. Certain statements in “Risk Factors” are forward-looking statements. See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Special Note Regarding Forward-Looking Statements.”

Risks Related to Our Business

Our business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of downturns in the economy.

Consumer demand for hotel/casino resorts, trade shows and conventions and for the type of luxury amenities we offer is particularly sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or corporate spending on conventions and business travel could be driven by many factors, such as: perceived or actual general economic conditions; any further weaknesses in the job or housing market, additional credit market disruptions; high energy, fuel and food costs; the increased cost of travel; the potential for bank failures; the weakened job market; perceived or actual disposable consumer income and wealth; fears of recession and changes in consumer confidence in the economy; or fears of war and future acts of terrorism. These factors could reduce consumer and corporate demand for the luxury amenities and leisure activities we offer, thus imposing additional limits on pricing and harming our operations.

The terms of our debt instruments and our current debt service obligations may restrict our current and future operations, particularly our ability to finance additional growth, respond to changes or take some actions that may otherwise be in our best interests.

Our current debt instruments contain, and any future debt instruments likely will contain, a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to:

• incur additional debt, including providing guarantees or credit support;

• incur liens securing indebtedness or other obligations;

• dispose of assets;

• make certain acquisitions;

• pay dividends or make distributions and make other restricted payments, such as purchasing equity interests, repurchasing junior indebtedness or making investments in third parties;

• enter into sale and leaseback transactions;

• engage in any new businesses;

• issue preferred stock; and

• enter into transactions with our stockholders and our affiliates.

In addition, our Macao, Singapore and U.S. credit agreements contain various financial covenants. See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt” for further description of these covenants.

As of December 31, 2013, we had $9.38 billion of long-term debt outstanding. This indebtedness could have important consequences to us. For example, it could:

• make it more difficult for us to satisfy our debt service obligations;

• increase our vulnerability to general adverse economic and industry conditions;

• impair our ability to obtain additional financing in the future for working capital needs, capital expenditures, development projects, acquisitions or general corporate purposes;

• require us to dedicate a significant portion of our cash flow from operations to the payment of principal and interest on our debt, which would reduce the funds available for our operations and development projects;

• limit our flexibility in planning for, or reacting to, changes in the business and the industry in which we operate;

• place us at a competitive disadvantage compared to our competitors that have less debt; and

• subject us to higher interest expense in the event of increases in interest rates as a significant portion of our debt is, and will continue to be, at variable rates of interest.

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Subject to applicable laws, including gaming laws, and certain agreed upon exceptions, our debt is secured by liens on substantially all of our assets, except for our equity interests in our subsidiaries.

We may elect to arrange additional financing to fund the balance of our Cotai Strip developments. If such additional financing is necessary, we cannot assure you that we will obtain all the financing required for the construction and opening of our remaining planned projects on suitable terms, if at all.

We are subject to extensive regulation and the cost of compliance or failure to comply with such regulations that govern our operations in any jurisdiction where we operate may have an adverse effect on our business, financial condition, results of operations or cash flows.

We are required to obtain and maintain licenses from various jurisdictions in order to operate certain aspects of our business, and we are subject to extensive background investigations and suitability standards in our gaming business. We also will become subject to regulation in any other jurisdiction where we choose to operate in the future. There can be no assurance that we will be able to obtain new licenses or renew any of our existing licenses, or that if such licenses are obtained, that such licenses will not be conditioned, suspended or revoked, and the loss, denial or non-renewal of any of our licenses could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Our gaming operations and the ownership of our securities are subject to extensive regulation by the Nevada Commission, the Nevada Board and the CCLGLB. The Nevada Gaming Authorities have broad authority with respect to licensing and registration of our business entities and individuals investing in or otherwise involved with us.

Although we currently are registered with, and LVSLLC and VCR currently hold gaming licenses issued by, the Nevada Gaming Authorities, these authorities may, among other things, revoke the gaming license of any corporate entity or the registration of a registered corporation or any entity registered as a holding company of a corporate licensee for violations of gaming regulations.

In addition, the Nevada Gaming Authorities may, under certain conditions, revoke the license or finding of suitability of any officer, director, controlling person, stockholder, noteholder or key employee of a licensed or registered entity. If our gaming licenses were revoked for any reason, the Nevada Gaming Authorities could require the closing of our casinos, which would have a material adverse effect on our business, financial condition, results of operations or cash flows. In addition, compliance costs associated with gaming laws, regulations or licenses are significant. Any change in the laws, regulations or licenses applicable to our business or gaming licenses could require us to make substantial expenditures or could otherwise have a material adverse effect on our business, financial condition, results of operations or cash flows.

A similar dynamic exists in all jurisdictions where we operate and a regulatory action against one of our operating entities in any gaming jurisdiction could impact our operations in other gaming jurisdictions where we do business. For a more complete description of the gaming regulatory requirements that have an effect on our business, see “Item 1 — Business — Regulation and Licensing.”

We are subject to regulations imposed by the Foreign Corrupt Practices Act (the “FCPA”), which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business. On February 9, 2011, LVSC received a subpoena from the SEC requesting that we produce documents relating to our compliance with the FCPA. We have also been advised by the DOJ that it is conducting a similar investigation. Any violation of the FCPA could have a material adverse effect on our financial condition. See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 13 — Commitments and Contingencies — Litigation” for further description of the current status of this matter.

We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations. Any violation of anti-money laundering laws or regulations, or any accusations of money laundering or regulatory investigations into possible money laundering activities, by any of our properties, employees, customers could have a material adverse effect on our financial condition, results of operations or cash flows.

There are significant risks associated with our ongoing and future construction projects, which could have an adverse effect on our financial condition, results of operations or cash flows from these planned facilities.

Our ongoing and future construction projects, such as our Cotai Strip projects, entail significant risks. Construction activity requires us to obtain qualified contractors and subcontractors, the availability of which may be uncertain. Construction projects are subject to cost overruns and delays caused by events outside of our control or, in certain cases, our contractors’ control, such as shortages of materials or skilled labor, unforeseen engineering, environmental and/or geological problems, work stoppages, weather interference, unanticipated cost increases and unavailability of construction materials or equipment. Construction, equipment or staffing problems or difficulties in obtaining any of the requisite materials, licenses, permits, allocations and

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authorizations from governmental or regulatory authorities could increase the total cost, delay, jeopardize, prevent the construction or opening of our projects, or otherwise affect the design and features. In addition, the number of ongoing projects and their locations throughout the world present unique challenges and risks to our management structure. If our management is unable to manage successfully our worldwide construction projects, it could have an adverse effect on our financial condition, results of operations or cash flows.

The anticipated costs and completion dates for our current projects are based on budgets, designs, development and construction documents and schedule estimates that we have prepared with the assistance of architects and other construction development consultants and that are subject to change as the design, development and construction documents are finalized and as actual construction work is performed. A failure to complete our projects on budget or on schedule may have an adverse effect on our financial condition, results of operations or cash flows. The estimated costs to complete and open our remaining planned projects are currently not determinable with certainty and therefore may have an adverse effect on our financial condition, results of operations or cash flows. See also “— Risks Associated with Our International Operations — We are currently required to complete Sands Cotai Central by May 2014 and build and open The Parisian Macao by April 2016. If we are unable to meet the applicable deadlines and the deadlines for either development are not extended, we may lose the respective land concession, which would prohibit us from operating any facilities developed under such land concession.”

Because we are currently dependent primarily upon our properties in three markets for all of our cash flow, we are subject to greater risks than competitors with more operating properties or that operates in more markets.

We currently do not have material operations other than our Macao, Singapore and Las Vegas properties. As a result, we are primarily dependent upon these properties for all of our cash.

Given that our operations are currently conducted primarily at properties in Macao, Singapore and Las Vegas and that a large portion of our planned future development is in Macao, we will be subject to greater degrees of risk than competitors with more operating properties or that operates in more markets. The risks to which we will have a greater degree of exposure include the following:

• local economic and competitive conditions;

• inaccessibility due to inclement weather, road construction or closure of primary access routes;

• decline in air passenger traffic due to higher ticket costs or fears concerning air travel;

• changes in local and state governmental laws and regulations, including gaming laws and regulations;

• natural or man-made disasters, or outbreaks of infectious diseases;

• changes in the availability of water; and

• a decline in the number of visitors to Macao, Singapore or Las Vegas.

Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer. In addition, our insurance costs may increase and we may not be able to obtain the same insurance coverage in the future.

We have comprehensive property and liability insurance policies for our properties in operation, as well as those in the course of construction, with coverage features and insured limits that we believe are customary in their breadth and scope. Market forces beyond our control may nonetheless limit the scope of the insurance coverage we can obtain or our ability to obtain coverage at reasonable rates. Certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods, or terrorist acts, or certain liabilities may be uninsurable or too expensive to justify obtaining insurance. As a result, we may not be successful in obtaining insurance without increases in cost or decreases in coverage levels. In addition, in the event of a substantial loss, the insurance coverage we carry may not be sufficient to pay the full market value or replacement cost of our lost investment or in some cases could result in certain losses being totally uninsured. As a result, we could lose some or all of the capital we have invested in a property, as well as the anticipated future revenue from the property, and we could remain obligated for debt or other financial obligations related to the property.

Our debt instruments and other material agreements require us to maintain a certain minimum level of insurance. Failure to satisfy these requirements could result in an event of default under these debt instruments or material agreements.

We depend on the continued services of key managers and employees. If we do not retain our key personnel or attract and retain other highly skilled employees, our business will suffer.

Our ability to maintain our competitive position is dependent to a large degree on the services of our senior management team, including Sheldon G. Adelson and our other executive officers. The loss of Mr. Adelson’s services or the services of our

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other senior managers, or the inability to attract and retain additional senior management personnel could have a material adverse effect on our business. Mr. Adelson’s employment agreement is scheduled to expire in December 2014 and is subject to extensions.

The interests of our principal stockholder in our business may be different from yours.

Mr. Adelson, his family members and trusts and other entities established for the benefit of Mr. Adelson and/or his family members (collectively our “Principal Stockholder’s family”) beneficially own approximately 53% of our outstanding common stock as of December 31, 2013. Accordingly, Mr. Adelson exercises significant influence over our business policies and affairs, including the composition of our Board of Directors and any action requiring the approval of our stockholders, including the adoption of amendments to our articles of incorporation and the approval of a merger or sale of substantially all of our assets. The concentration of ownership may also delay, defer or even prevent a change in control of our company and may make some transactions more difficult or impossible without the support of Mr. Adelson. The interests of Mr. Adelson may differ from your interests.

We are a parent company and our primary source of cash is and will be distributions from our subsidiaries.

We are a parent company with limited business operations of our own. Our main asset is the capital stock of our subsidiaries. We conduct most of our business operations through our direct and indirect subsidiaries. Accordingly, our primary sources of cash are dividends and distributions with respect to our ownership interests in our subsidiaries that are derived from the earnings and cash flow generated by our operating properties. Our subsidiaries might not generate sufficient earnings and cash flow to pay dividends or distributions in the future. Our subsidiaries’ payments to us will be contingent upon their earnings and upon other business considerations. In addition, our subsidiaries’ debt instruments and other agreements limit or prohibit certain payments of dividends or other distributions to us. We expect that future debt instruments for the financing of our other developments will contain similar restrictions.

Our business is sensitive to the willingness of our customers to travel. Acts of terrorism, regional political events and developments in the conflicts in certain countries could cause severe disruptions in air travel that reduce the number of visitors to our facilities, resulting in a material adverse effect on our financial condition, results of operations or cash flows.

We are dependent on the willingness of our customers to travel. Only a small amount of our business is and will be generated by local residents. Most of our customers travel to reach our Macao, Singapore, Las Vegas and Pennsylvania properties. Acts of terrorism may severely disrupt domestic and international travel, which would result in a decrease in customer visits to Macao, Singapore, Las Vegas and Pennsylvania, including our properties. Regional conflicts could have a similar effect on domestic and international travel. Management cannot predict the extent to which disruptions in air or other forms of travel as a result of any further terrorist act, outbreak of hostilities or escalation of war would have an adverse effect on our financial condition, results of operations or cash flows.

We extend credit to a large portion of our customers and we may not be able to collect gaming receivables from our credit players.

We conduct our gaming activities on a credit and cash basis. Any such credit we extend is unsecured. Table games players typically are extended more credit than slot players, and high-stakes players typically are extended more credit than patrons who tend to wager lower amounts. High-end gaming is more volatile than other forms of gaming, and variances in win-loss results attributable to high-end gaming may have a significant positive or negative impact on cash flow and earnings in a particular quarter.

During the year ended December 31, 2013, approximately 27.9%, 29.3% and 74.2% of our table games drop at our Macao properties, Marina Bay Sands and our Las Vegas properties, respectively, was from credit-based wagering, while table games play at our Pennsylvania property is primarily conducted on a cash basis. We extend credit to those customers whose level of play and financial resources warrant, in the opinion of management, an extension of credit. These large receivables could have a significant impact on our results of operations if deemed uncollectible.

While gaming debts evidenced by a credit instrument, including what is commonly referred to as a “marker,” and judgments on gaming debts are enforceable under the current laws of Nevada, and Nevada judgments on gaming debts are enforceable in all states under the Full Faith and Credit Clause of the U.S. Constitution, other jurisdictions around the world, including jurisdictions our gaming customers may come from, may determine that enforcement of gaming debts is against public policy. Although courts of some foreign nations will enforce gaming debts directly and the assets in the U.S. of foreign debtors may be reached to satisfy a judgment, judgments on gaming debts from courts in the U.S. and elsewhere are not binding on the courts of many foreign nations.

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Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming customers could exceed our casino winnings.

The gaming industry is characterized by an element of chance. In addition to the element of chance, win rates are also affected by other factors, including players’ skill and experience, the mix of games played, the financial resources of players, the spread of table limits, the volume of bets played and the amount of time played. Our gaming profits are mainly derived from the difference between our casino winnings and the casino winnings of our gaming customers. Since there is an inherent element of chance in the gaming industry, we do not have full control over our winnings or the winnings of our gaming customers. If the winnings of our gaming customers exceed our winnings, we may record a loss from our gaming operations, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We face the risk of fraud and cheating.

Our gaming customers may attempt or commit fraud or cheat in order to increase winnings. Acts of fraud or cheating could involve the use of counterfeit chips or other tactics, possibly in collusion with our employees. Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers or other casino or gaming area staff. Failure to discover such acts or schemes in a timely manner could result in losses in our gaming operations. In addition, negative publicity related to such schemes could have an adverse effect on our reputation, potentially causing a material adverse effect on our business, financial condition, results of operations and cash flows.

A failure to establish and protect our IP rights could have an adverse effect on our business, financial condition and results of operations.

We endeavor to establish and protect our IP rights and our goods and services through trademarks and service marks, copyrights, patents, trade secrets, domain names, licenses, other contractual provisions, nondisclosure agreements, and confidentiality and information-security measures and procedures. There can be no assurance, however, that the steps we take to protect our IP will be sufficient. Our inability to adequately obtain, maintain or defend our IP rights for any reason may have a material adverse effect on our business, financial condition and results of operations. Examples include: (1) if one of our marks becomes so well known by the public that its use is deemed generic, we may lose exclusive rights to such mark or be forced to rebrand; (2) if a third party claims our IP has infringed, currently infringes, or could in the future infringe upon its IP rights, we may need to cease use of such IP, defend our rights or take other steps; (3) if third parties violate their obligations to us to maintain the confidentiality of our proprietary information or there is a security breach or lapse, our business may be affected; or (4) if third parties misappropriate or infringe upon our IP, our business could be affected.

Conflicts of interest may arise because certain of our directors and officers are also directors of SCL.

In November 2009, our subsidiary, SCL, listed its ordinary shares on The Main Board of The Stock Exchange of Hong Kong Limited (the “SCL Offering”). We currently own 70.2% of the issued and outstanding ordinary shares of SCL. As a result of SCL having stockholders who are not affiliated with us, we and certain of our officers and directors who also serve as officers and/or directors of SCL may have conflicting fiduciary obligations to our stockholders and to the minority stockholders of SCL. Decisions that could have different implications for us and SCL, including contractual arrangements that we have entered into or may in the future enter into with SCL may give rise to the appearance of a potential conflict of interest.

Changes in tax laws and regulations could impact our financial condition and results of operations.

We are subject to taxation and regulation by various government agencies, primarily in Macao, Singapore and the U.S. (federal, state and local levels). From time to time, U.S. federal, state, local and foreign governments make substantive changes to tax rules and the application of these rules, which could result in higher taxes than would be incurred under existing tax law or interpretation. In particular, government agencies may make changes that could reduce the profits that we can effectively realize from our non-U.S. operations. Like most U.S. companies, our effective income tax rate reflects the fact that income earned and reinvested outside the U.S. is taxed at local rates, which are often lower than U.S. tax rates. If changes in tax laws and regulations were to significantly increase the tax rates on non-U.S. income, these changes could increase our income tax expense and liability, and therefore, could have an adverse effect on our effective income tax rate, financial condition and results of operations.

Disruptions in the financial markets could have an adverse effect on our ability to raise additional financing.

Severe disruptions in the commercial credit markets in the recent past have resulted in a tightening of credit markets worldwide. Liquidity in the global credit markets was severely contracted by these market disruptions, making it difficult and costly to obtain new lines of credit or to refinance existing debt. The effect of these disruptions was widespread and difficult to quantify. While economic conditions have recently improved, that trend may not continue and the extent of the current economic

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improvement is unknown. Any future disruptions in the commercial credit markets may impact liquidity in the global credit market as greatly, or even more, than in recent years.

Our business and financing plan may be dependent upon completion of future financings. If the credit environment worsens, it may be difficult to obtain any additional financing on acceptable terms, which could have an adverse effect on our ability to complete our remaining planned development projects, and as a consequence, our results of operations and business plans. Should general economic conditions not improve, if we are unable to obtain sufficient funding or applicable government approvals such that completion of our planned projects is not probable, or should management decide to abandon certain projects, all or a portion of our investment to date in our planned projects could be lost and would result in an impairment charge.

Natural or man-made disasters, an outbreak of highly infectious disease, terrorist activity or war could adversely affect the number of visitors to our facilities and disrupt our operations, resulting in a material adverse effect on our financial condition, results of operations or cash flows.

So called “Acts of God,” such as typhoons, particularly in Macao, and other natural disasters, man-made disasters, outbreaks of highly infectious diseases, terrorist activity or war may result in decreases in travel to and from, and economic activity in, areas in which we operate, and may adversely affect the number of visitors to our properties. Any of these events also may disrupt our ability to staff our business adequately, could generally disrupt our operations and could have a material adverse effect on our financial condition, results of operations or cash flows. Although we have insurance coverage with respect to some of these events, we cannot assure you that any such coverage will be sufficient to indemnify us fully against all direct and indirect costs, including any loss of business that could result from substantial damage to, or partial or complete destruction of, any of our properties.

Our failure to maintain the integrity of our customer or company data could have a material adverse effect on our results of operations and cash flows, and/or subject us to costs, fines or lawsuits.

We face global cybersecurity threats, which may range from uncoordinated individual attempts to sophisticated and targeted measures directed at us. Cyber-attacks and security breaches may include, but are not limited to, attempts to access information, including customer and company information, computer viruses, denial of service and other electronic security breaches.

Our business requires the collection and retention of large volumes of customer data, including credit card numbers and other personally identifiable information in various information systems that we maintain and in those maintained by third-parties with whom we contract to provide data services. We also maintain important internal company data such as personally identifiable information about our employees and information relating to our operations. The integrity and protection of that customer and company data is important to us. Our collection of such customer and company data is subject to extensive regulation by private groups such as the payment card industry as well as domestic and foreign governmental authorities, including gaming authorities. Our systems may be unable to satisfy applicable regulations or employee and customer expectations.

In addition, we have experienced a sophisticated criminal cybersecurity attack in the past, including a recent breach of our information technology systems, referred to in “Item 3 — Legal Proceedings,” in which customer and company information was compromised and certain company data may have been destroyed, and we may experience additional cybersecurity attacks in the future, potentially with more frequency or sophistication. Our information systems and records, including those we maintain with our third-party service providers, may be subject to cybersecurity breaches, system failures, viruses, operator error or inadvertent releases of data.  Our third-party information system service providers face risks relating to cybersecurity similar to ours, and we do not directly control any of such parties’ information security operations. A significant theft, loss or fraudulent use of customer or company data maintained by us or by a third-party service provider could have an adverse effect on our reputation, cause a material disruption to our operations and management team, and result in remediation expenses, regulatory penalties and litigation by customers and other parties whose information was subject to such attacks, all of which could have a material adverse effect on our business, results of operations and cash flows.

Risks Associated with Our International Operations

Conducting business in Macao and Singapore has certain political and economic risks, which may have an adverse effect on the financial condition, results of operations or cash flows of our Asian operations.

Our operations in Macao include The Venetian Macao, Four Seasons Macao, Sands Cotai Central and Sands Macao. We plan to open and operate additional hotels, gaming areas and meeting space within the Cotai Strip in Macao, including The Parisian Macao, which is currently expected to open in late 2015. We also own and operate the Marina Bay Sands in Singapore. Accordingly, our business development plans, financial condition, results of operations or cash flows may be materially and adversely affected by significant political, social and economic developments in Macao and Singapore, and by changes in policies of the governments or changes in laws and regulations or their interpretations. Our operations in Macao and Singapore are also exposed to the risk of changes in laws and policies that govern operations of companies based in those countries. Jurisdictional tax laws and regulations

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may also be subject to amendment or different interpretation and implementation, thereby having an adverse effect on our profitability after tax. These changes may have a material adverse effect on our financial condition, results of operations or cash flows.

As we expect a significant number of consumers to continue to come to our Macao properties from mainland China, general economic conditions and policies in China could have a significant impact on our financial prospects. Any slowdown in economic growth or changes to China’s current restrictions on travel and currency movements could disrupt the number of visitors from mainland China to our casinos in Macao as well as the amounts they are willing to spend in our casinos. See “— The number of visitors to Macao, particularly visitors from mainland China, may decline or travel to Macao may be disrupted.”

Current Macao and Singapore laws and regulations concerning gaming and gaming concessions and licenses are, for the most part, fairly recent and there is little precedent on the interpretation of these laws and regulations. We believe that our organizational structure and operations are in compliance in all material respects with all applicable laws and regulations of Macao and Singapore. These laws and regulations are complex and a court or an administrative or regulatory body may in the future render an interpretation of these laws and regulations, or issue regulations, which differs from our interpretation and could have a material adverse effect on our financial condition, results of operations or cash flows.

In addition, our activities in Macao and Singapore are subject to administrative review and approval by various government agencies. We cannot assure you that we will be able to obtain all necessary approvals, which may have a material adverse effect on our long-term business strategy and operations. Macao and Singapore laws permit redress to the courts with respect to administrative actions; however, such redress is largely untested in relation to gaming issues.

Recently, the Macao Government approved smoking control legislation, which prohibited smoking in casinos starting on January 1, 2013. The legislation, however, permits casinos to maintain designated smoking areas of up to 50% of the areas opened to the public, which must have been created on or before January 1, 2013, and comply with the conditions set out in a Dispatch of the Chief Executive, which came into effect on November 1, 2012. The implementation of such legislation may deter potential gaming customers who are smokers from frequenting casinos in Macao, which could negatively impact our business, financial condition, results of operations or cash flows.

We are currently required to complete Sands Cotai Central by May 2014 and build and open The Parisian Macao by April 2016. If we are unable to meet the applicable deadlines and the deadlines for either development are not extended, we may lose the respective land concession, which would prohibit us from operating any facilities developed under such land concession.

We received land concessions from the Macao government covering parcels 1, 2, 3 and 5 and 6, the sites on which The Venetian Macao (parcel 1), Four Seasons Macao (parcel 2) and Sands Cotai Central (parcels 5 and 6) are located and The Parisian Macao (parcel 3) will be located. The land concession for Sands Cotai Central requires that the corresponding development be completed by May 2014 (48 months from the date the land concession became effective). The Macao government granted us two extensions of the development deadline under the land concession for The Parisian Macao. Under the terms of the land concession, we must complete The Parisian Macao by April 2016. See “— Risks Related to Our Business — Disruptions in the financial markets could have an adverse effect on our ability to raise additional financing,” “— Risks Related to Our Business — There are significant risks associated with our ongoing and future construction projects, which could have an adverse effect on our financial condition, results of operations or cash flows from these planned facilities” and “— Conducting business in Macao and Singapore has certain political and economic risks, which may have an adverse effect on the financial condition, results of operations or cash flows of our Asian operations.” We have applied for an extension from the Macao government to complete Sands Cotai Central, as we will be unable to meet the May 2014 deadline. Should we determine that we are unable to complete The Parisian Macao by April 2016, we would then also expect to apply for an extension from the Macao government. If we are unable to meet The Parisian Macao deadline and the deadlines for either development are not extended, the Macao government has the right to unilaterally terminate our respective land concessions for Sands Cotai Central or The Parisian Macao. A loss of the land concession would prohibit us from operating any properties developed under the land concession for Sands Cotai Central or The Parisian Macao. As a result, we could record a charge for all or some portion of our $4.15 billion and $376.0 million in capitalized costs and land premiums (net of amortization), as of December 31, 2013, for Sands Cotai Central or The Parisian Macao, respectively.

Our Macao subconcession can be terminated under certain circumstances without compensation to us, which would have a material adverse effect on our business, financial condition, results of operations or cash flows.

The Macao government has the right, after consultation with Galaxy, to unilaterally terminate our subconcession in the event of VML’s serious non-compliance with its basic obligations under the subconcession and applicable Macao laws. Upon termination of our subconcession, our casinos and gaming-related equipment would automatically be transferred to the Macao government without compensation to us and we would cease to generate any revenues from these operations. The loss of our subconcession

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would prohibit us from conducting gaming operations in Macao, which would have a material adverse effect on our business, financial condition, results of operations or cash flows.

Our Singapore concession can be terminated under certain circumstances without compensation to us, which would have a material adverse effect on our business, financial condition, results of operations or cash flows.

The Development Agreement between MBS and the STB contains events of default that could permit the STB to terminate the agreement without compensation to us. If the Development Agreement is terminated, we could lose our right to operate the Marina Bay Sands and our investment in Marina Bay Sands could be lost.

For a more complete description of the Singapore gaming regulatory requirements applicable to beneficial owners of our voting securities, see “Item 1 — Business — Regulation and Licensing — Development Agreement with Singapore Tourism Board.”

We will stop generating any revenues from our Macao gaming operations if we cannot secure an extension of our subconcession in 2022 or if the Macao government exercises its redemption right.

Our subconcession agreement expires on June 26, 2022. Unless our subconcession is extended, all of VML’s casino premises and gaming-related equipment will automatically be transferred to the Macao government on that date without compensation to us and we will cease to generate revenues from these gaming operations. Beginning on December 26, 2017, the Macao government may redeem the subconcession agreement by providing us at least one year prior notice. In the event the Macao government exercises this redemption right, we are entitled to fair compensation or indemnity. The amount of this compensation or indemnity will be determined based on the amount of gaming and non-gaming revenue generated by The Venetian Macao during the tax year prior to the redemption multiplied by the number of remaining years before expiration of the subconcession. We cannot assure you that we will be able to renew or extend our subconcession agreement on terms favorable to us or at all. We also cannot assure you that if our subconcession is redeemed, the compensation paid will be adequate to compensate us for the loss of future revenues.

The number of visitors to Macao, particularly visitors from mainland China, may decline or travel to Macao may be disrupted.

Our VIP and mass market gaming customers typically come from nearby destinations in Asia, including mainland China, Hong Kong, South Korea and Japan. Increasingly, a significant number of gaming customers come to our casinos from mainland China. Any slowdown in economic growth or changes of China’s current restrictions on travel and currency movements could disrupt the number of visitors from mainland China to our casinos in Macao as well as the amounts they are willing and able to spend while at our properties.

Policies and measures adopted from time to time by the Chinese government include restrictions imposed on exit visas granted to residents of mainland China for travel to Macao and Hong Kong. These measures have, and any future policy developments that may be implemented may have, the effect of reducing the number of visitors to Macao from mainland China, which could adversely impact tourism and the gaming industry in Macao.

Our Macao operations face intense competition, which could have a material adverse effect on our financial condition, results of operations or cash flows.

The hotel, resort and casino businesses are highly competitive. Our Macao operations currently compete with numerous other casinos located in Macao. Our Macao operations will also compete to some extent with casinos located elsewhere in Asia, including Singapore, Australia, New Zealand and elsewhere in the world, including Las Vegas. In addition, certain countries have legalized, and others may in the future legalize, casino gaming, including Japan, Korea, Taiwan and Thailand.

The proliferation of gaming venues, especially in Southeast Asia, could have a significant and adverse effect on our financial condition, results of operations or cash flows.

The Macao and Singapore governments could grant additional rights to conduct gaming in the future, which could have a material adverse effect on our financial condition, results of operations or cash flows.

We hold a subconcession under one of only three gaming concessions authorized by the Macao government to operate casinos in Macao. No additional concessions have been granted since 2002; however, if the Macao government were to allow additional gaming operators in Macao through the grant of additional concessions or subconcessions, we would face additional competition, which could have a material adverse effect on our financial condition, results of operations or cash flows.

We hold one of two licenses granted by the Singapore government to develop an integrated resort, including a casino. Under the Request for Proposal, the CRA is required to ensure that there will not be more than two casino licenses during a ten-year

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exclusive period that began on March 1, 2007. If the Singapore government were to license additional casinos, we would face additional competition, which could have a material adverse effect on our financial condition, results of operations or cash flows.

We may not be able to attract and retain professional staff necessary for our existing and future operations in Macao and Singapore.

Our success depends in large part upon our ability to attract, retain, train, manage and motivate skilled employees at our properties. In addition, the Macao government requires that we only hire Macao residents as dealers in our casinos. There is significant competition in Macao and Singapore for employees with the skills required to perform the services we offer and competition for these individuals in Macao is likely to increase as we open the remaining phase of Sands Cotai Central and The Parisian Macao, and as other competitors expand their operations. There can be no assurance that a sufficient number of construction labor and skilled employees will be available or that we will be successful in training, retaining and motivating current or future employees. If we are unable to obtain, attract, retain and train skilled employees, our ability to adequately manage and staff our existing and planned casino and resort properties in Macao and Singapore could be impaired, which could have a material adverse effect on our business, financial condition, results of operations or cash flows.

We are dependent upon gaming junket operators for a significant portion of our gaming revenues in Macao.

Junket operators, which promote gaming and draw high-roller customers to casinos, are responsible for a significant portion of our gaming revenues in Macao. With the rise in gaming in Macao, the competition for relationships with junket operators has increased. There can be no assurance that we will be able to maintain, or grow, our relationships with junket operators. If we are unable to maintain or grow our relationships with junket operators, or if the junket operators experience financial difficulties or are unable to develop or maintain relationships with our high-roller customers, our ability to grow our gaming revenues will be hampered.

If junket operators attempt to negotiate changes to our operational agreements, including higher commissions, it could result in higher costs for us, loss of business to a competitor or loss of relationships with junket operators, any of which could have a material adverse effect on our business, financial condition, results of operations or cash flows.

In addition, the quality of junket operators is important to our reputation and our ability to continue to operate in compliance with our gaming licenses. While we strive for excellence in our associations with junket operators, we cannot assure you that the junket operators with whom we are associated will meet the high standards we insist upon. If a junket operator falls below our standards, we may suffer reputational harm, as well as worsening relationships with, and possible sanctions from, gaming regulators with authority over our operations.

Our business could be adversely affected by the limitations of the pataca exchange markets and restrictions on the export of the renminbi.

Our revenues in Macao are denominated in patacas, the legal currency of Macao, and Hong Kong dollars. The Macao pataca and the Hong Kong dollar are linked to each other and, in many cases, are used interchangeably in Macao. Although currently permitted, we cannot assure you that patacas will continue to be freely exchangeable into U.S. dollars. Also, because the currency market for patacas is relatively small and undeveloped, our ability to convert large amounts of patacas into U.S. dollars over a relatively short period may be limited. As a result, we may experience difficulty in converting patacas into U.S. dollars.

We are currently prohibited from accepting wagers in renminbi, the legal currency of China. There are also restrictions on the export of the renminbi outside of mainland China and the amount of renminbi that can be converted into foreign currencies, including the pataca and Hong Kong dollar. Restrictions on the export of the renminbi may impede the flow of gaming customers from mainland China to Macao, inhibit the growth of gaming in Macao and negatively impact our gaming operations.

On July 21, 2005, the People’s Bank of China announced that the renminbi will no longer be pegged to the U.S. dollar, but will be allowed to float in a band (and, to a limited extent, increase in value) against a basket of foreign currencies. The Macao pataca is pegged to the Hong Kong dollar. Certain Asian countries have publicly asserted their desire to eliminate the peg of the Hong Kong dollar to the U.S. dollar. As a result, we cannot assure you that the Hong Kong dollar and the Macao pataca will continue to be pegged to the U.S. dollar or that the current peg rate for these currencies will remain at the same level. The floating of the renminbi and possible changes to the peg of the Hong Kong dollar may result in severe fluctuations in the exchange rate for these currencies. Any change in such exchange rates could have a material adverse effect on our operations and on our ability to make payments on certain of our debt instruments. We do not currently hedge for foreign currency risk; however, we maintain a significant amount of our operating funds in the same currencies in which we have obligations, thereby reducing our exposure to currency fluctuations.

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Certain Nevada gaming laws apply to our gaming activities and associations in other jurisdictions where we operate or plan to operate.

Certain Nevada gaming laws also apply to our gaming activities and associations in jurisdictions outside the State of Nevada. We are required to comply with certain reporting requirements concerning our proposed gaming activities and associations occurring outside the State of Nevada, including Macao, Singapore and other jurisdictions. We will also be subject to disciplinary action by the Nevada Commission if:

• we knowingly violate any laws of the foreign jurisdiction pertaining to the foreign gaming operation;

• we fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations;

• we engage in any activity or enter into any association that is unsuitable for us because it poses an unreasonable threat to the control of gaming in Nevada, reflects or tends to reflect discredit or disrepute upon the State of Nevada or gaming in Nevada, or is contrary to the gaming policies of Nevada;

• we engage in any activity or enter into any association that interferes with the ability of the State of Nevada to collect gaming taxes and fees; or

• we employ, contract with or associate with any person in the foreign gaming operation who has been denied a license or a finding of suitability in Nevada on the ground of personal unsuitability, or who has been found guilty of cheating at gambling.

Also, as we are required to provide any other information that the Nevada Commission may require concerning our gaming activities and associations in jurisdictions outside the State of Nevada, we could be subject to disciplinary action by the Nevada Commission if our current reporting is determined to be unsatisfactory due to Macao regulations regarding personal data protection prohibiting us from satisfying certain reporting requirements of the Nevada Commission.

In addition, if the Nevada Board determines that one of our actual or intended activities or associations in a foreign gaming operation may violate one or more of the foregoing, we can be required to file an application with the Nevada Commission for a finding of suitability of such activity or association. If the Nevada Commission finds that the activity or association in the foreign gaming operation is unsuitable or prohibited, we will either be required to terminate the activity or association, or will be prohibited from undertaking the activity or association. Consequently, should the Nevada Commission find that our gaming activities or associations in Macao or certain other jurisdictions where we operate are unsuitable, we may be prohibited from undertaking our planned gaming activities or associations in those jurisdictions.

The gaming authorities in other jurisdictions where we operate or plan to operate, including in Macao and Singapore, exercise similar powers for purposes of assessing suitability in relation to our activities in other gaming jurisdictions where we do business.

We may not be able to monetize some of our real estate assets.

Part of our business strategy in Macao and Singapore relies upon our ability to profitably operate, sell and/or grant rights of use over certain of our real estate assets once developed, including retail malls and apart-hotels. Our ability to monetize these assets will be subject to market conditions, applicable legislation, the receipt of necessary government approvals and other factors. If we are unable to profitably operate and/or monetize these real estate assets, it may have an adverse effect on our financial condition, results of operations or cash flows.

VML may have financial and other obligations to foreign workers managed by its contractors under government labor quotas.

The Macao government has granted VML a quota to permit it to hire foreign workers. VML has effectively assigned the management of this quota to its contractors for the construction of our Cotai Strip projects. VML, however, remains ultimately liable for all employer obligations relating to these employees, including for payment of wages and taxes and compliance with labor and workers’ compensation laws. VML requires each contractor to whom it has assigned the management of part of its labor quota to indemnify VML for any costs or liabilities VML incurs as a result of such contractor’s failure to fulfill employer obligations. VML’s agreements with its contractors also contain provisions that permit it to retain some payments for up to one year after the contractors’ complete work on the projects. We cannot assure you that VML’s contractors will fulfill their obligations to employees hired under the labor quotas or to VML under the indemnification agreements, or that the amount of any indemnification payments received will be sufficient to pay for any obligations VML may owe to employees managed by contractors under VML’s quotas. Until we make final payments to our contractors, we have offset rights to collect amounts they may owe us, including amounts owed under the indemnities relating to employer obligations. After we have made the final payments, it may be more difficult for us to enforce any unpaid indemnity obligations.

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The transportation infrastructure in Macao may need to be expanded to meet increased visitation in Macao.

Macao is in the process of expanding its transportation infrastructure to service the increased number of visitors to Macao. If the planned expansions of transportation facilities to and from Macao are delayed or not completed, and Macao’s transportation infrastructure is insufficient to meet the demands of an increased volume of visitors to Macao, the desirability of Macao as a business and leisure tourism destination, as well as the results of operations of our Macao properties, could be negatively impacted.

We are currently not required to pay corporate income taxes on our casino gaming operations in Macao. This tax exemption expires at the end of 2018. The agreement with the Macao government that provided for a fixed annual payment that is a substitution for a 12% tax otherwise due from VML’s shareholders on dividends distributed from our Macao gaming operations expired at the end of 2013.

We have had the benefit of a corporate tax exemption in Macao, which exempts us from paying the 12% corporate income tax on profits generated by the operation of casino games. This exemption does not apply to our non-gaming activities. We will continue to benefit from this tax exemption through the end of 2018. Additionally, we entered into an agreement with the Macao government in February 2011, effective through the end of 2013 that provides for an annual payment that is a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits. During November 2013, VML requested an additional agreement with the Macao government through 2018 to correspond to the income tax exemption for gaming operations; however, there is no assurance that the agreement will be granted, which could have a significant impact on our tax obligation in Macao and a material adverse effect on our financial condition or cash flows.

Risks Associated with Our U.S. Operations

We face significant competition in Las Vegas, which could have a material adverse effect on our financial condition, results of operations or cash flows. In addition, any significant downturn in the trade show and convention business could have a significant and adverse effect on our mid-week occupancy rates and business.

The hotel, resort and casino businesses in Las Vegas are highly competitive. We also compete, to some extent, with other hotel/casino facilities in Nevada and Atlantic City, as well as hotel/casinos and other resort facilities and vacation destinations elsewhere in the United States and around the world. In addition, various competitors on the Las Vegas Strip periodically expand and/or renovate their existing facilities. If demand for hotel rooms does not keep up with the increase in the number of hotel rooms, competitive pressures may cause reductions in average room rates.

We also compete with legalized gaming from casinos located on Native American tribal lands, including those located in California. While the competitive impact on our operations in Las Vegas from the continued growth of Native American gaming establishments in California remains uncertain, the proliferation of gaming in California and other areas located in the same region as our Las Vegas Operating Properties could have an adverse effect on our results of operations.

In addition, certain states have legalized, and others may legalize, casino gaming in specific areas, including metropolitan areas from which we traditionally attract customers. A number of states have permitted or are considering permitting gaming at “racinos” (combined race tracks and casinos), on Native American reservations and through expansion of state lotteries.

Certain states within the U.S. have also legalized, and others in the future may legalize, online gaming. There are a number of established, well capitalized companies producing and operating online gaming offerings that compete with us. Online gaming is a new and evolving industry and is potentially subject to significant future development, including legal and regulatory development.

The current global trend toward liberalization of gaming restrictions and resulting proliferation of gaming venues could result in a decrease in the number of visitors to our Las Vegas facilities by attracting customers close to home and away from Las Vegas, which could have an adverse effect on our financial condition, results of operations or cash flows. Also, on December 23, 2011, the DOJ released an opinion on the application of the Wire Act to interstate transmission of wire communications, concluding that such communications that did not relate to a “sporting event or contest” fell outside the prohibition of the Wire Act. In concluding as such, the DOJ reversed earlier opinions that the Wire Act was not limited to such communications on sporting events or contests. Those states that permit these distribution channels may also expand the gaming offerings of their lotteries in a manner that could have an adverse effect on our business.

The Sands Expo Center provides recurring demand for mid-week room nights for business travelers who attend meetings, trade shows and conventions in Las Vegas. The Sands Expo Center presently competes with other large convention centers, including convention centers in Las Vegas and other cities. To the extent that these competitors are able to capture a substantially larger portion of the trade show and convention business, there could be a material adverse effect on our financial condition, results of operations or cash flows.

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Certain beneficial owners of our voting securities may be required to file an application with, and be investigated by, the Nevada Gaming Authorities, and the Nevada Commission may restrict the ability of a beneficial owner to receive any benefit from our voting securities and may require the disposition of shares of our voting securities, if a beneficial owner is found to be unsuitable.

Any person who acquires beneficial ownership of more than 10% of our voting securities will be required to apply to the Nevada Commission for a finding of suitability within thirty days after the Chairman of the Nevada Board mails a written notice requiring the filing. Under certain circumstances, an “institutional investor” as defined under the regulations of the Nevada Commission, which acquires beneficial ownership of more than 10%, but not more than 25%, of our voting securities (subject to certain additional holdings as a result of certain debt restructurings or stock repurchase programs under the Nevada Act), may apply to the Nevada Commission for a waiver of such finding of suitability requirement if the institutional investor holds our voting securities only for investment purposes. In addition, any beneficial owner of our voting securities, regardless of the number of shares beneficially owned, may be required at the discretion of the Nevada Commission to file an application for a finding of suitability as such. In either case, a finding of suitability is comparable to licensing and the applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting the investigation.

Any person who fails or refuses to apply for a finding of suitability or a license within thirty days after being ordered to do so by the Nevada Gaming Authorities may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any stockholder found unsuitable who holds, directly or indirectly, any beneficial ownership of the common stock of a registered corporation beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense. We are subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us or a licensed subsidiary, we, or any of the licensed subsidiaries:

• allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person;

• pay remuneration in any form to that person for services rendered or otherwise; or

• fail to pursue all lawful efforts to require such unsuitable person to relinquish his or her voting securities including, if necessary, purchasing them for cash at fair market value.

For a more complete description of the Nevada gaming regulatory requirements applicable to beneficial owners of our voting securities, see “Item 1 — Business — Regulation and Licensing — State of Nevada.”

Certain beneficial owners of our voting securities may be required to file a license application with, and be investigated by, the Pennsylvania Gaming Control Board, the Pennsylvania State Police and other agencies.

Any person who acquires beneficial ownership of 5% or more of our voting securities will be required to apply to the PaGCB for licensure, obtain licensure and remain licensed. Licensure requires, among other things, that the applicant establish by clear and convincing evidence the applicant’s good character, honesty and integrity. Additionally, any trust that holds 5% or more of our voting securities is required to be licensed by the PaGCB and each individual who is a grantor, trustee or beneficiary of the trust is also required to be licensed by the PaGCB. Under certain circumstances and under the regulations of the PaGCB, an “institutional investor” as defined under the regulations of the PaGCB, which acquires beneficial ownership of 5% or more, but less than 10%, of our voting securities, may not be required to be licensed by the PaGCB provided the PaGCB grants a waiver of the licensure requirement. In addition, any beneficial owner of our voting securities, regardless of the number of shares beneficially owned, may be required at the discretion of the PaGCB to file an application for licensure.

Furthermore, a person or a group of persons acting in concert who acquire(s) more than 20% of our securities, with the exception of the ownership interest of a person at the time of original licensure when the license fee was paid, would trigger a “change in control” (as defined under applicable law). Such a change in control could require us to re-apply for licensure by the PaGCB and incur a $50.0 million license fee.

In the event a security holder is required to be found qualified and is not found qualified, or fails to apply for qualification, such security holder may be required by the PaGCB to divest of the interest at a price not exceeding the cost of the interest.

For a more complete description of the Pennsylvania gaming regulatory requirements applicable to beneficial owners of our voting securities, see “Item 1 — Business — Regulation and Licensing — Commonwealth of Pennsylvania.”

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If GGP (or any future owner of the Grand Canal Shoppes) breaches any of its material agreements with us or if we are unable to maintain an acceptable working relationship with GGP (or any future owner), there could be a material adverse effect on our financial condition, results of operations or cash flows.

We have entered into agreements with GGP under which, among other things, GGP has agreed to operate the Grand Canal Shoppes subject to, and in accordance with, the cooperation agreement. Our agreements with GGP could be adversely affected in ways that could have a material adverse effect on our financial condition, results of operations or cash flows if we do not maintain an acceptable working relationship with GGP or its successors. For example, the cooperation agreement that governs the relationships between the Grand Canal Shoppes and The Palazzo and The Venetian Las Vegas requires that the owners cooperate in various ways and take various joint actions, which will be more difficult to accomplish, especially in a cost-effective manner, if the parties do not have an acceptable working relationship.

There could be similar material adverse consequences to us if GGP breaches any of its agreements with us, such as its agreement under the cooperation agreement to operate the Grand Canal Shoppes consistent with the standards of first-class restaurant and retail complexes and the overall Venetian theme in the section formerly referred to as The Grand Canal Shoppes, and its various obligations as our landlord under the leases described above. Although our agreements with GGP provide us with various remedies in the event of any breaches by GGP and include various dispute resolution procedures and mechanisms, these remedies, procedures and mechanisms may be inadequate to prevent a material adverse effect on our financial condition, results of operations or cash flows if breaches by GGP occur or if we do not maintain an acceptable working relationship with GGP.

ITEM 1B. — UNRESOLVED STAFF COMMENTS

None.

ITEM 2. — PROPERTIES

We have received concessions from the Macao government to build on a six-acre land site for the Sands Macao and parcels 1, 2, 3 and 5 and 6 on the Cotai Strip, the sites on which The Venetian Macao (parcel 1), Four Seasons Macao (parcel 2) and Sands Cotai Central (parcels 5 and 6) are, and The Parisian Macao (parcel 3) will be, located. We do not own these land sites in Macao; however, the land concessions grant us exclusive use of the land. Land concessions in Macao generally have an initial term of 25 years with automatic extensions of 10 years thereafter in accordance with Macao law. As specified in the land concessions, we are required to pay premiums, which are either payable in a single lump sum upon acceptance of our land concessions by the Macao government or in seven semi-annual installments, as well as annual rent for the term of the land concession, which may be revised every five years by the Macao government. In October 2008, the Macao government amended our land concession to separate the retail and hotel portions of the Four Seasons Macao parcel and allowed us to subdivide the parcel into four separate components, consisting of retail, hotel/casino, Four Seasons Apartments and parking areas. In consideration for the amendment, we paid an additional land premium of approximately $17.8 million and will pay adjusted annual rent over the remaining term of the concession, which increased slightly due to the revised allocation of parcel use. See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 5 — Leasehold Interests in Land, Net” for more information on our payment obligation under these land concessions.

Under our land concession for Sands Cotai Central, we are required to complete the development by May 2014 (48 months from the date the land concession became effective). The land concession for The Parisian Macao contains a similar requirement, which was extended by the Macao government in July 2012, that the development be completed by April 2016. We have applied for an extension from the Macao government to complete Sands Cotai Central, as we will be unable to meet the May 2014 deadline. Should we determine that we are unable to complete The Parisian Macao by April 2016, we would then also expect to apply for an extension from the Macao government. If we are unable to meet The Parisian Macao deadline and the deadlines for either development are not extended, we could lose our land concessions for Sands Cotai Central or The Parisian Macao, which would prohibit us from operating any facilities developed under the respective land concessions. As a result, we could record a charge for all or some portion of the $4.15 billion or $376.0 million in capitalized construction costs, as of December 31, 2013, related to Sands Cotai Central or The Parisian Macao, respectively.

Under the Development Agreement with the STB, we paid SGD 1.2 billion (approximately $946.1 million at exchange rates in effect on December 31, 2013) in premium payments for the 60-year lease of the land on which the Marina Bay Sands is located plus an additional SGD 105.6 million (approximately $83.3 million at exchange rates in effect on December 31, 2013) for various taxes and other fees.

We own an approximately 63-acre parcel of land on which our Las Vegas Operating Properties are located and an approximately 19-acre parcel of land located to the east of the 63-acre parcel. We own these parcels of land in fee simple, subject

33

to certain easements, encroachments and other non-monetary encumbrances. LVSLLC’s credit facility, subject to certain exceptions, is collateralized by a first priority security interest (subject to permitted liens) in substantially all of LVSLLC’s property.

The Sands Bethlehem resort is located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania, which is about 70 miles from midtown Manhattan, New York. In September 2008, our joint venture partner, Bethworks Now, LLC, contributed the land on which Sands Bethlehem is being developed to Sands Bethworks Gaming and Sands Bethworks Retail, a portion of which was contributed through a condominium form of ownership.

In March 2004, we entered into a long-term lease with a third party for the airspace over which a portion of The Shoppes at The Palazzo was constructed (the “Leased Airspace”). We acquired fee title from the same third party to the airspace above the Leased Airspace (the “Acquired Airspace”) in order to build the Las Vegas Condo Tower in January 2008. In February 2008, in connection with the sale of The Shoppes at The Palazzo, GGP acquired control of the Leased Airspace. We continue to retain fee title to the Acquired Airspace in order to resume building the Las Vegas Condo Tower when market conditions improve.

ITEM 3. — LEGAL PROCEEDINGS

In addition to the matters described at “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 13 — Commitments and Contingencies — Litigation,” we are party to various legal matters and claims arising in the ordinary course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material adverse effect on our financial condition, results of operations or cash flows.

ITEM 4. — MINE SAFETY DISCLOSURES

Not applicable.

34

PART II

ITEM 5. — MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The Company’s common stock trades on the NYSE under the symbol “LVS.” The following table sets forth the high and low sales prices for the common stock on the NYSE for the fiscal quarter indicated:

	High		Low
2012
First Quarter	$	59.85	$	41.77
Second Quarter	$	62.09	$	41.28
Third Quarter	$	47.59	$	34.72
Fourth Quarter	$	48.10	$	40.28
2013
First Quarter	$	56.83	$	47.99
Second Quarter	$	60.54	$	47.95
Third Quarter	$	67.35	$	50.67
Fourth Quarter	$	79.25	$	63.49
2014
First Quarter (through February 27, 2014)	$	85.86	$	69.15

As of February 27, 2014, there were 812,566,265 shares of our common stock outstanding that were held by 457 stockholders of record.

Dividends

Our ability to declare and pay dividends on our common stock is subject to the requirements of Nevada law. In addition, we are a parent company with limited business operations of our own. Accordingly, our primary sources of cash are dividends and distributions with respect to our ownership interest in our subsidiaries that are derived from the earnings and cash flow generated by our operating properties.

Our subsidiaries’ long-term debt arrangements place restrictions on their ability to pay cash dividends to the Company. This may restrict our ability to pay cash dividends other than from cash on hand. See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Restrictions on Distributions” and “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt.”

Common Stock Dividends

On March 29, June 28, September 27 and December 31, 2013, we paid a dividend of $0.35 per common share as part of a regular cash dividend program. During the year ended December 31, 2013, we recorded $1.15 billion as a distribution against retained earnings (of which $604.2 million related to our Principal Stockholder’s family and the remaining $548.9 million related to all other stockholders).

On March 30, June 29, September 28 and December 28, 2012, we paid a dividend of $0.25 per common share as part of a regular cash dividend program. On December 18, 2012, we paid a special cash dividend of $2.75 per common share. During the year ended December 31, 2012, we recorded $3.09 billion as a distribution against retained earnings (of which $1.62 billion related to our Principal Stockholder’s family and the remaining $1.47 billion related to all other stockholders).

On January 28, 2014, our Board of Directors declared a quarterly dividend of $0.50 per common share (a total estimated to be approximately $409 million) to be paid on March 31, 2014, to shareholders of record on March 21, 2014. We expect this level of dividend to continue quarterly through the remainder of 2014. Our Board of Directors will continually assess the level and appropriateness of any cash dividends.

Preferred Stock Dividends

On February 15, May 16, August 15 and November 15, 2011, we paid a dividend of $2.50 per preferred share, totaling $75.3 million (of which $52.5 million was paid to our Principal Stockholder’s family).

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As further described in “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 9 — Equity — Preferred Stock and Warrants — Redemption of Preferred Stock,” we redeemed all of the preferred shares outstanding on November 15, 2011.

Recent Sales of Unregistered Securities

There have not been any sales by the Company of equity securities in the last fiscal year that have not been registered under the Securities Act of 1933.

Purchases of Equity Securities by the Issuer

The following table provides information about share repurchases made by the Company of its common stock during the quarter ended December 31, 2013:

Period	Total Number of Shares Purchased	Weighted Average Price Paid per Share(1)		Total Number of Shares Purchased as Part of a Publicly Announced Program	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in thousands)(2)
October 1, 2013 - October 31, 2013	1,052,928	$	71.16	1,052,928	$	1,578,899
November 1, 2013 - November 30, 2013	1,059,298	$	70.47	1,059,298	$	1,504,246
December 1, 2013 - December 31, 2013	978,454	$	76.28	978,454	$	1,429,609

(1) Calculated excluding commissions.

(2) On June 5, 2013, the Company announced a stock repurchase program pursuant to which the Company has been authorized to repurchase up to $2.0 billion of its outstanding common stock. As of December 31, 2013, approximately $1.43 billion of shares remained available for repurchase. The stock repurchase program will expire on June 5, 2015. All repurchases under the stock repurchase program are made from time to time at the Company’s discretion in accordance with applicable federal securities laws. All share repurchases of the Company’s common stock have been recorded as treasury shares.

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Performance Graph

The following performance graph compares the performance of our common stock with the performance of the Standard & Poor’s 500 Index and the Dow Jones US Gambling Index, during the five years ended December 31, 2013. The graph plots the changes in value of an initial $100 investment over the indicated time period, assuming all dividends are reinvested. The stock price performance in this graph is not necessarily indicative of future stock price performance.

	Cumulative Total Return
	12/31/2008		12/31/2009		12/31/2010		12/31/2011		12/31/2012		12/31/2013
Las Vegas Sands Corp.	$	100.00	$	251.94	$	774.87	$	720.57	$	844.54	$	1,475.98
S&P 500	$	100.00	$	126.46	$	145.51	$	148.59	$	172.37	$	228.19
Dow Jones US Gambling Index	$	100.00	$	155.72	$	269.58	$	250.58	$	276.93	$	475.61

The performance graph should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Exchange Act of 1934, except to the extent the Company specifically incorporates the performance graph by reference therein.

ITEM 6. — SELECTED FINANCIAL DATA

The following reflects selected historical financial data that should be read in conjunction with “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K. The historical results are not necessarily indicative of the results of operations to be expected in the future.

37

	Year Ended December 31,
	2013(1)(2)(3)			2012(4)(5)(6)			2011(7)			2010(8)			2009(9)(10)
	(In thousands, except per share data)
STATEMENT OF OPERATIONS DATA
Gross revenues	$	14,494,436		$	11,684,669		$	9,862,334		$	7,317,937		$	4,929,444
Less — promotional allowances	(724,551		)	(553,537		)	(451,589		)	(464,755		)	(366,339		)
Net revenues	13,769,885			11,131,132			9,410,745			6,853,182			4,563,105
Operating expenses	10,361,642			8,819,750			7,020,858			5,672,596			4,591,845
Operating income (loss)	3,408,243			2,311,382			2,389,887			1,180,586			(28,740		)
Interest expense, net	(254,874		)	(235,312		)	(268,555		)	(297,866		)	(310,748		)
Other income (expense)	4,321			5,740			(3,955		)	(8,260		)	(9,891		)
Loss on modification or early retirement of debt	(14,178		)	(19,234		)	(22,554		)	(18,555		)	(23,248		)
Income (loss) before income taxes	3,143,512			2,062,576			2,094,823			855,905			(372,627		)
Income tax benefit (expense)	(188,836		)	(180,763		)	(211,704		)	(74,302		)	3,884
Net income (loss)	2,954,676			1,881,813			1,883,119			781,603			(368,743		)
Net (income) loss attributable to noncontrolling interests	(648,679		)	(357,720		)	(322,996		)	(182,209		)	14,264
Net income (loss) attributable to Las Vegas Sands Corp.	2,305,997			1,524,093			1,560,123			599,394			(354,479		)
Preferred stock dividends	—			—			(63,924		)	(92,807		)	(93,026		)
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family	—			—			(80,975		)	(92,545		)	(92,545		)
Preferred stock inducement, repurchase and redemption premiums	—			—			(145,716		)	(6,579		)	—
Net income (loss) attributable to common stockholders	$	2,305,997		$	1,524,093		$	1,269,508		$	407,463		$	(540,050	)
Per share data:
Basic earnings (loss) per share	$	2.80		$	1.89		$	1.74		$	0.61		$	(0.82	)
Diluted earnings (loss) per share	$	2.79		$	1.85		$	1.56		$	0.51		$	(0.82	)
Cash dividends declared per common share	$	1.40		$	3.75		$	—		$	—		$	—
OTHER DATA
Capital expenditures	$	898,111		$	1,449,234		$	1,508,493		$	2,023,981		$	2,092,896

	December 31,
	2013(2)		2012(6)		2011(7)		2010		2009
	(In thousands)
BALANCE SHEET DATA
Total assets	$	22,724,264	$	22,163,652	$	22,244,123	$	21,044,308	$	20,572,106
Long-term debt	$	9,382,752	$	10,132,265	$	9,577,131	$	9,373,755	$	10,852,147
Preferred stock issued to Principal Stockholder’s family	$	—	$	—	$	—	$	503,379	$	410,834
Total Las Vegas Sands Corp. stockholders’ equity	$	7,665,494	$	7,061,842	$	7,850,689	$	6,662,991	$	5,850,699

_________________________

(1) The second Sheraton tower of Sands Cotai Central opened in January 2013.

(2) On March 29, June 28, September 27 and December 31, 2013, we paid a dividend of $0.35 per common share as part of a regular cash dividend program.

(3) During the year ended December 31, 2013, we recorded a legal settlement expense of $47.4 million.

(4) The Conrad and Holiday Inn tower and the first Sheraton tower of Sands Cotai Central opened in April and September 2012, respectively.

(5) During the year ended December 31, 2012, we recorded an impairment loss of $143.7 million, consisting primarily of a $100.7 million write-off of capitalized construction costs related to our former Cotai Strip development (referred to as parcels 7 and 8) in Macao and a $42.9 million impairment due to the termination of the ZAiA show at The Venetian Macao.

(6) On March 30, June 29, September 28 and December 28, 2012, we paid a dividend of $0.25 per common share as part of a regular cash dividend program. Additionally, on December 18, 2012, we paid a special cash dividend of $2.75 per common share.

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(7) During the year ended December 31, 2011, we repurchased, redeemed or induced holders to redeem all outstanding preferred stock, which resulted in a charge to retained earnings of $145.7 million and is also included in the calculation of net income attributable to common stockholders.

(8) Marina Bay Sands partially opened on April 27, 2010.

(9) Sands Bethlehem partially opened on May 22, 2009.

(10) During the year ended December 31, 2009, we recorded an impairment loss of $169.5 million, a legal settlement expense of $42.5 million and a valuation allowance against our U.S. deferred tax assets of $96.9 million.

ITEM 7. — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with, and is qualified in its entirety by, the audited consolidated financial statements, and the notes thereto and other financial information included in this Form 10-K. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “— Special Note Regarding Forward-Looking Statements.”

Operations

We view each of our casino properties as an operating segment. Our Macao operating segments consist of The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Sands Macao and other ancillary operations that support these properties. Approximately 85.3% and 83.2% of the gross revenue at The Venetian Macao for years ended December 31, 2013 and 2012, respectively, was derived from gaming activities, with the remainder derived from room, mall, food and beverage and other non-gaming sources. Approximately 85.7% and 86.6% of the gross revenue at Sands Cotai Central for the period ended December 31, 2013 and 2012, respectively, was derived from gaming activities, with the remainder derived primarily from room and food and beverage operations. Approximately 82.8% and 86.5% of the gross revenue at the Four Seasons Macao for the years ended December 31, 2013 and 2012, respectively, was derived from gaming activities, with the remainder derived primarily from mall and room operations. Approximately 94.2% and 94.5% of the gross revenue at the Sands Macao for the years ended December 31, 2013 and 2012, respectively, was derived from gaming activities, with the remainder derived primarily from food and beverage operations.

Our Singapore operating segment consists of the Marina Bay Sands. Approximately 74.6% and 74.4% of the gross revenue at the Marina Bay Sands for the years ended December 31, 2013 and 2012, respectively, was derived from gaming activities, with the remainder derived from room, food and beverage, mall and other non-gaming sources.

Our operating segments in the U.S. consist of The Venetian Las Vegas, The Palazzo and Sands Bethlehem. The Venetian Las Vegas and The Palazzo operating segments are managed as a single integrated resort and have been aggregated into our Las Vegas Operating Properties, considering their similar economic characteristics, types of customers, types of services and products, the regulatory business environment of the operations within each segment and the Company’s organizational and management reporting structure. Approximately 63.8% and 65.2% of the gross revenue at our Las Vegas Operating Properties for the years ended December 31, 2013 and 2012, respectively, was derived from room, food and beverage and other non-gaming sources, with the remainder derived from gaming activities. The percentage of non-gaming revenue reflects the integrated resort’s emphasis on the group convention and trade show business and the resulting high occupancy and room rates throughout the week, including during mid-week periods. Approximately 88.5% of the gross revenue at Sands Bethlehem for the years ended December 31, 2013 and 2012, was derived from gaming activities, with the remainder derived primarily from food and beverage and other non-gaming sources.

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Summary Financial Results

The following table summarizes our results of operations:

	Year Ended December 31,
	2013		Percent Change		2012		Percent Change		2011
	(Dollars in thousands)
Net revenues	$	13,769,885	23.7	%	$	11,131,132	18.3	%	$	9,410,745
Operating expenses	10,361,642		17.5	%	8,819,750		25.6	%	7,020,858
Operating income	3,408,243		47.5	%	2,311,382		(3.3	)%	2,389,887
Income before income taxes	3,143,512		52.4	%	2,062,576		(1.5	)%	2,094,823
Net income	2,954,676		57.0	%	1,881,813		(0.1	)%	1,883,119
Net income attributable to Las Vegas Sands Corp.	2,305,997		51.3	%	1,524,093		(2.3	)%	1,560,123

	Percent of Net Revenues Year Ended December 31,
	2013		2012		2011
Operating expenses	75.2	%	79.2	%	74.6	%
Operating income	24.8	%	20.8	%	25.4	%
Income before income taxes	22.8	%	18.5	%	22.3	%
Net income	21.5	%	16.9	%	20.0	%
Net income attributable to Las Vegas Sands Corp.	16.7	%	13.7	%	16.6	%

Our historical financial results will not be indicative of our future results as we continue to develop and open new properties, including The Parisian Macao and the remaining phase of Sands Cotai Central.

Key Operating Revenue Measurements

Operating revenues at The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Marina Bay Sands and our Las Vegas Operating Properties are dependent upon the volume of customers who stay at the hotel, which affects the price that can be charged for hotel rooms and our gaming volume. Operating revenues at Sands Macao and Sands Bethlehem are principally driven by casino customers who visit the properties on a daily basis.

The following are the key measurements we use to evaluate operating revenues:

Casino revenue measurements for Macao and Singapore: Macao and Singapore table games are segregated into two groups, consistent with the Macao and Singapore markets’ convention: Rolling Chip play (all VIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered and lost. The volume measurement for Non-Rolling Chip play is table games drop (“drop”), which is the sum of markers issued (credit instruments) less markers paid at the table, plus cash deposited in the table drop box. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as the amounts wagered and lost are substantially higher than the amounts dropped. Slot handle (“handle”), also a volume measurement, is the gross amount wagered for the period cited.

We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Based upon our mix of table games, our Rolling Chip win percentage (calculated before discounts and commissions) is expected to be 2.7% to 3.0%. Generally, slot machine play is conducted on a cash basis. In Macao and Singapore, 27.9% and 29.3%, respectively, of our table games play was conducted on a credit basis for the year ended December 31, 2013.

Casino revenue measurements for the U.S.: The volume measurements in the U.S. are table games drop and slot handle, as previously described. We view table games win as a percentage of drop and slot hold as a percentage of handle. Based upon our mix of table games, our table games are expected to produce a win percentage (calculated before discounts) of 20% to 22% at our Las Vegas Operating Properties and 14% to 16% at Sands Bethlehem. As in Macao and Singapore, slot machine play is generally conducted on a cash basis. Approximately 74.2% of our table games play at our Las Vegas Operating Properties, for the year ended

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December 31, 2013, was conducted on a credit basis, while our table games play in Pennsylvania is primarily conducted on a cash basis.

Hotel revenue measurements: Performance indicators used are occupancy rate, which is the average percentage of available hotel rooms occupied during a period, and average daily room rate, which is the average price of occupied rooms per day. The calculations of the hotel occupancy and average daily room rates include the impact of rooms provided on a complimentary basis. Complimentary room rates are determined based on an analysis of retail (or cash) room rates by customer segment and type of room product to ensure the complimentary room rates are consistent with retail rates. Revenue per available room represents a summary of hotel average daily room rates and occupancy. Because not all available rooms are occupied, average daily room rates are normally higher than revenue per available room. Reserved rooms where the guests do not show up for their stay and lose their deposit may be re-sold to walk-in guests. These rooms are considered to be occupied twice for statistical purposes due to obtaining the original deposit and the walk-in guest revenue. In cases where a significant number of rooms are resold, occupancy rates may be in excess of 100% and revenue per available room may be higher than the average daily room rate.

Mall revenue measurements: Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators. Occupancy represents gross leasable occupied area (“GLOA”) divided by gross leasable area (“GLA”) at the end of the reporting period. GLOA is the sum of: (1) tenant occupied space under lease and (2) tenants no longer occupying space, but paying rent. GLA does not include space that is currently under development or not on the market for lease. Base rent per square foot is the weighted average base, or minimum, rent charge in effect at the end of the reporting period for all tenants that would qualify to be included in occupancy. Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period. Only tenants that have been open for a minimum of 12 months are included in the tenant sales per square foot calculation.

Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012

Operating Revenues

Our net revenues consisted of the following:

	Year Ended December 31,
	2013			2012			Percent Change
	(Dollars in thousands)
Casino	$	11,386,917		$	9,008,158		26.4	%
Rooms	1,380,681			1,154,024			19.6	%
Food and beverage	730,259			628,528			16.2	%
Mall	481,400			396,927			21.3	%
Convention, retail and other	515,179			497,032			3.7	%
	14,494,436			11,684,669			24.0	%
Less — promotional allowances	(724,551		)	(553,537		)	(30.9	)%
Total net revenues	$	13,769,885		$	11,131,132		23.7	%

Consolidated net revenues were $13.77 billion for the year ended December 31, 2013, an increase of $2.64 billion compared to $11.13 billion for the year ended December 31, 2012. The increase in net revenues was driven by an increase of $1.65 billion at Sands Cotai Central due to its progressive opening that commenced in April 2012, and an increase of $813.3 million at The Venetian Macao, primarily due to increased casino revenues.

41

Casino revenues increased $2.38 billion compared to the year ended December 31, 2012. The increase is primarily attributable to an increase of $1.47 billion at Sands Cotai Central, due to its progressive opening, and a $786.5 million increase at The Venetian Macao, driven by an increase in Non-Rolling Chip drop. The following table summarizes the results of our casino activity:

	Year Ended December 31,
	2013			2012			Change
	(Dollars in thousands)
Macao Operations:
The Venetian Macao
Total casino revenues	$	3,415,327		$	2,628,868		29.9		%
Non-Rolling Chip drop	$	7,201,033		$	4,482,318		60.7		%
Non-Rolling Chip win percentage	26.8		%	0.3		%	26.5		pts
Rolling Chip volume	$	54,420,394		$	48,825,435		11.46		%
Rolling Chip win percentage	3.32		%	3.05		%	0.27		pts
Slot handle	$	4,781,911		$	4,946,114		(3.3	)	%
Slot hold percentage	5.5		%	5.3		%	0.2		pts
Sands Cotai Central
Total casino revenues	$	2,432,952		$	960,286		153.4		%
Non-Rolling Chip drop	$	5,373,622		$	1,863,923		188.3		%
Non-Rolling Chip win percentage	22.5		%	20.8		%	1.7		pts
Rolling Chip volume	$	61,073,743		$	26,046,168		134.5		%
Rolling Chip win percentage	2.66		%	2.83		%	(0.17	)	pts
Slot handle	$	5,686,446		$	2,939,426		93.5		%
Slot hold percentage	3.9		%	3.5		%	0.4		pts
Four Seasons Macao
Total casino revenues	$	922,743		$	977,616		(5.6	)	%
Non-Rolling Chip drop	$	899,627		$	433,264		107.6		%
Non-Rolling Chip win percentage	27.5		%	40.8		%	(13.3	)	pts
Rolling Chip volume	$	39,280,485		$	41,604,458		(5.6	)	%
Rolling Chip win percentage	2.46		%	2.79		%	(0.33	)	pts
Slot handle	$	900,836		$	962,540		(6.4	)	%
Slot hold percentage	5.5		%	5.3		%	0.2		pts
Sands Macao
Total casino revenues	$	1,206,462		$	1,219,400		(1.1	)	%
Non-Rolling Chip drop	$	3,488,891		$	2,872,468		21.5		%
Non-Rolling Chip win percentage	19.8		%	21.0		%	(1.2	)	pts
Rolling Chip volume	$	23,242,588		$	25,184,583		(7.7	)	%
Rolling Chip win percentage	2.77		%	3.14		%	(0.37	)	pts
Slot handle	$	2,699,247		$	2,476,673		9.0		%
Slot hold percentage	3.9		%	4.3		%	(0.4	)	pts
Singapore Operations:
Marina Bay Sands
Total casino revenues	$	2,363,140		$	2,271,869		4.0		%
Non-Rolling Chip drop	$	4,650,105		$	4,612,227		0.8		%
Non-Rolling Chip win percentage	23.7		%	23.1		%	0.6		pts
Rolling Chip volume	$	60,095,322		$	52,568,238		14.3		%
Rolling Chip win percentage	2.46		%	2.47		%	(0.01	)	pts
Slot handle	$	11,118,021		$	10,793,348		3.0		%
Slot hold percentage	5.1		%	5.3		%	(0.2	)	pts
U.S. Operations:
Las Vegas Operating Properties
Total casino revenues	$	584,372		$	512,647		14.0		%
Table games drop	$	2,251,734		$	2,084,490		8.0		%
Table games win percentage	23.3		%	21.1		%	2.2		pts
Slot handle	$	2,024,147		$	1,944,618		4.1		%
Slot hold percentage	8.7		%	8.7		%	—		pts
Sands Bethlehem
Total casino revenues	$	461,921		$	437,472		5.6		%
Table games drop	$	1,024,021		$	885,359		15.7		%
Table games win percentage	16.1		%	15.3		%	0.8		pts
Slot handle	$	4,129,171		$	4,029,326		2.5		%
Slot hold percentage	7.0		%	7.2		%	(0.2	)	pts

42

In our experience, average win percentages remain steady when measured over extended periods of time, but can vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts are wagered.

Room revenues increased $226.7 million compared to the year ended December 31, 2012. The increase is attributable to an increase of $153.0 million at Sands Cotai Central, due to its progressive opening, an increase of $34.8 million at Marina Bay Sands, driven by an increase in average daily room rates, and an increase of $26.3 million at our Las Vegas Operating Properties, driven by an increase in occupancy. The suites at Sands Macao are primarily provided to casino patrons on a complimentary basis. The following table summarizes the results of our room activity:

	Year Ended December 31,
	2013			2012			Change
	(Room revenues in thousands)
Macao Operations:
The Venetian Macao
Total room revenues	$	230,822		$	224,177		3.0		%
Occupancy rate	91.3		%	91.9		%	(0.6	)	pts
Average daily room rate	$	243		$	237		2.5		%
Revenue per available room	$	222		$	218		1.8		%
Sands Cotai Central
Total room revenues	$	236,819		$	83,833		182.5		%
Occupancy rate	78.5		%	83.4		%	(4.9	)	pts
Average daily room rate	$	155		$	155		—		%
Revenue per available room	$	121		$	129		(6.2	)	%
Four Seasons Macao
Total room revenues	$	43,626		$	39,813		9.6		%
Occupancy rate	85.3		%	80.1		%	5.2		pts
Average daily room rate	$	373		$	362		3.0		%
Revenue per available room	$	318		$	290		9.7		%
Sands Macao
Total room revenues	$	25,150		$	24,441		2.9		%
Occupancy rate	96.1		%	95.3		%	0.8		pts
Average daily room rate	$	252		$	245		2.9		%
Revenue per available room	$	242		$	234		3.4		%
Singapore Operations:
Marina Bay Sands
Total room revenues	$	360,264		$	325,470		10.7		%
Occupancy rate	98.6		%	98.9		%	(0.3	)	pts
Average daily room rate	$	396		$	355		11.5		%
Revenue per available room	$	390		$	351		11.1		%
U.S. Operations:
Las Vegas Operating Properties
Total room revenues	$	472,518		$	446,241		5.9		%
Occupancy rate	89.6		%	86.1		%	3.5		pts
Average daily room rate	$	205		$	203		1.0		%
Revenue per available room	$	184		$	175		5.1		%
Sands Bethlehem
Total room revenues	$	11,482		$	10,049		14.3		%
Occupancy rate	73.6		%	65.1		%	8.5		pts
Average daily room rate	$	142		$	140		1.4		%
Revenue per available room	$	104		$	91		14.3		%

Food and beverage revenues increased $101.7 million compared to the year ended December 31, 2012. The increase was primarily attributable to a $62.3 million increase at Sands Cotai Central, due to its progressive opening, as well as a $26.3 million increase at our Las Vegas Operating Properties, driven by an increase in banquet operations.

43

Mall revenues increased $84.5 million compared to the year ended December 31, 2012. The increase was primarily due to an $85.3 million increase at our Macao operating properties, driven by an increase in base rents as well as the progressive opening of Sands Cotai Central. For further information related to the financial performance of our malls, see"— Additional Information Regarding our Retail Mall Operations." The following table summarizes the results of our mall activity:

	Year Ended December 31,
	2013			2012			Change
	(Mall revenues in thousands)
Macao Operations:
Shoppes at Venetian
Total mall revenues	$	169,151		$	139,522		21.2		%
Mall gross leasable area (in square feet)	755,452			805,976			(6.3	)	%
Occupancy	95.5		%	92.3		%	3.2		pts
Base rent per square foot	$	179		$	147		21.8		%
Tenant sales per square foot	$	1,522		$	1,214		25.4		%
Shoppes at Cotai Central(1)
Total mall revenues	$	42,116		$	16,074		162.0		%
Mall gross leasable area (in square feet)	210,143			210,143			—		%
Occupancy	100.0		%	100.0		%	—		pts
Base rent per square foot	$	120		$	112		7.1		%
Tenant sales per square foot	$	1,277		$	—		—		%
Shoppes at Four Seasons(2)
Total mall revenues	$	113,121		$	83,477		35.5		%
Mall gross leasable area (in square feet)	241,895			239,718			0.9		%
Occupancy	87.7		%	92.1		%	(4.4	)	pts
Base rent per square foot	$	348		$	150		132.0		%
Tenant sales per square foot	$	4,726		$	4,356		8.5		%
Singapore Operations:
The Shoppes at Marina Bay Sands(3)
Total mall revenues	$	153,840		$	156,319		(1.6	)	%
Mall gross leasable area (in square feet)	642,241			637,980			0.7		%
Occupancy	90.7		%	96.0		%	(5.3	)	pts
Base rent per square foot	$	217		$	215		0.9		%
Tenant sales per square foot	$	1,528		$	1,393		9.7		%
U.S. Operations:
The Outlets at Sands Bethlehem(4)
Total mall revenues	$	3,172		$	1,535		106.6		%
Mall gross leasable area (in square feet)	134,830			129,216			4.3		%
Occupancy	93.6		%	71.3		%	22.3		pts
Base rent per square foot	$	23		$	—		—		%
Tenant sales per square foot	$	431		$	—		—		%

_________________________

(1) The first and second phases of the Shoppes at Cotai Central opened in April and September 2012, respectively.

(2) Beginning in August 2013, a significant portion of the rent paid by the duty-free luxury shops was converted from overage rent to base rent in accordance with the respective lease agreements, resulting in an increase in base rent per square foot.

(3) The decrease in occupancy at The Shoppes at Marina Bay Sands is due to an ongoing repositioning of the mall that will bring in several new and expand many key luxury tenants. Approximately 37,000 square feet of gross leasable area is currently undergoing new fit-out or development and is not considered occupied as of December 31, 2013.

(4) A progressive opening of The Outlets at Sands Bethlehem began in November 2011. Base rent per square foot and tenant sales per square foot for the year ended December 31, 2012, are excluded from the table as certain co-tenancy requirements were not met during 2012 as the mall was only partially occupied.

44

Operating Expenses

The breakdown of operating expenses is as follows:

	Year Ended December 31,
	2013		2012		Percent Change
	(Dollars in thousands)
Casino	$	6,483,718	$	5,128,036	26.4	%
Rooms	271,942		237,303		14.6	%
Food and beverage	369,570		331,210		11.6	%
Mall	73,358		68,763		6.7	%
Convention, retail and other	317,869		304,263		4.5	%
Provision for doubtful accounts	237,786		239,332		(0.6	)%
General and administrative	1,329,740		1,061,935		25.2	%
Corporate	189,535		207,030		(8.5	)%
Pre-opening	13,339		143,795		(90.7	)%
Development	15,809		19,958		(20.8	)%
Depreciation and amortization	1,007,468		892,046		12.9	%
Amortization of leasehold interests in land	40,352		40,165		0.5	%
Impairment loss	—		143,674		(100.0	)%
Loss on disposal of assets	11,156		2,240		398.0	%
Total operating expenses	$	10,361,642	$	8,819,750	17.5	%

Operating expenses were $10.36 billion for the year ended December 31, 2013, an increase of $1.54 billion compared to $8.82 billion for the year ended December 31, 2012. The increase in operating expenses was primarily attributable to the progressive opening of Sands Cotai Central that commenced in April 2012.

Casino expenses increased $1.36 billion compared to the year ended December 31, 2012. Of the increase, $986.8 million was attributable to the 39% gross win tax on increased casino revenue across all of our Macao properties, as well as $211.5 million of additional casino expenses attributable to Sands Cotai Central.

Rooms and food and beverage expenses increased $34.6 million and $38.4 million, respectively, compared to the year ended December 31, 2012. These increases were driven by the associated increases in the related revenues described above.

The provision for doubtful accounts was $237.8 million for the year ended December 31, 2013, compared to $239.3 million for the year ended December 31, 2012. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.

General and administrative expenses increased $267.8 million compared to the year ended December 31, 2012. The increase was primarily attributable to a $122.2 million increase at Sands Cotai Central, a $72.7 million increase at our Las Vegas Operating Properties, driven by a $47.4 million legal settlement expense (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 13 — Commitments and Contingencies — Litigation”), as well as a $63.9 million increase at The Venetian Macao, driven by an increase in advertising expense.

Corporate expense decreased $17.5 million compared to the year ended December 31, 2012, driven by a decrease in legal fees.

Pre-opening expenses were $13.3 million for the year ended December 31, 2013, compared to $143.8 million for the year ended December 31, 2012. Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred. Pre-opening expenses for the years ended December 31, 2013 and 2012, were primarily related to activities at Sands Cotai Central. Development expenses include the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are also expensed as incurred.

Depreciation and amortization expense increased $115.4 million compared to the year ended December 31, 2012. The increase was primarily attributable to a $146.6 million increase at Sands Cotai Central, partially offset by decreases at our Las Vegas Operating Properties and other Macao operating properties due to certain assets being fully depreciated.

The impairment loss of $143.7 million for the year ended December 31, 2012, consisted primarily of a $100.7 million write-off of capitalized construction costs related to our former Cotai Strip development (referred to as parcels 7 and 8) in Macao and a $42.9 million impairment due to the termination of the ZAiA show at The Venetian Macao.

45

Adjusted Property EBITDA

Adjusted property EBITDA is used by management as the primary measure of the operating performance of our segments. Adjusted property EBITDA is net income before royalty fees, stock-based compensation expense, legal settlement expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, impairment loss, loss on disposal of assets, interest, other income (expense), loss on modification or early retirement of debt and income taxes. The following table summarizes information related to our segments (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 17 — Segment Information” for discussion of our operating segments and a reconciliation of adjusted property EBITDA to net income):

	Year Ended December 31,
	2013			2012			Percent Change
	(Dollars in thousands)
Macao:
The Venetian Macao	$	1,499,937		$	1,143,245		31.2	%
Sands Cotai Central	739,723			213,476			246.5	%
Four Seasons Macao	305,040			288,170			5.9	%
Sands Macao	362,858			350,639			3.5	%
Other Asia	(3,855		)	(15,950		)	75.8	%
	2,903,703			1,979,580			46.7	%
Marina Bay Sands	1,384,576			1,366,245			1.3	%
United States:
Las Vegas Operating Properties	351,739			331,182			6.2	%
Sands Bethlehem	123,337			114,055			8.1	%
	475,076			445,237			6.7	%
Total adjusted property EBITDA	$	4,763,355		$	3,791,062		25.6	%

Adjusted property EBITDA at our Macao operations increased $924.1 million compared to the year ended December 31, 2012. The increase was primarily attributable to an increase of $526.2 million at Sands Cotai Central, due to its progressive opening that commenced in April 2012, as well as an increase of $356.7 million at The Venetian Macao, driven by an increase in casino activity.

Adjusted property EBITDA at Marina Bay Sands increased $18.3 million compared to the year ended December 31, 2012. The increase was primarily attributable to a $82.2 million increase in net revenues driven by an increase in casino revenues, partially offset by increases in the associated operating expenses.

Adjusted property EBITDA at our Las Vegas Operating Properties increased $20.6 million compared to the year ended December 31, 2012. Net revenues increased $123.2 million (excluding intersegment royalty revenue), but was offset by increases in the associated operating expenses.

Adjusted property EBITDA at Sands Bethlehem increased $9.3 million compared to the year ended December 31, 2012. The increase was primarily attributable to a $26.3 million increase in net revenues, driven by an increase in casino activity, partially offset by increases in the associated operating expenses.

Interest Expense

The following table summarizes information related to interest expense on long-term debt:

	Year Ended December 31,
	2013			2012
	(Dollars in thousands)
Interest cost (which includes the amortization of deferred financing costs and original issue discounts)	$	260,704		$	292,790
Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo	15,168			15,123
Less — capitalized interest	(4,661		)	(49,349		)
Interest expense, net	$	271,211		$	258,564
Cash paid for interest	$	212,903		$	258,440
Weighted average total debt balance	$	9,788,457		$	9,772,201
Weighted average interest rate	2.7		%	3.0		%

46

Interest cost decreased $32.1 million compared to the year ended December 31, 2012, resulting primarily from a decrease in our weighted average interest rate. Capitalized interest decreased $44.7 million compared to the year ended December 31, 2012, primarily due to the completion of the Conrad and Holiday Inn tower and the first and second Sheraton towers of Sands Cotai Central in April and September 2012 and January 2013, respectively.

Other Factors Effecting Earnings

Other income was $4.3 million for the year ended December 31, 2013, compared to $5.7 million for the year ended December 31, 2012. The income during the year ended December 31, 2013, was primarily attributable to foreign exchange gains.

The loss on modification or early retirement of debt of $14.2 million for the year ended December 31, 2013, related to the the refinancing of our U.S. credit facility in December 2013 (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt — Senior Secured Credit Facility”).

Our effective income tax rate was 6.0% for the year ended December 31, 2013, compared to 8.8% for the year ended December 31, 2012. The effective income tax rate for the years ended December 31, 2013 and 2012, reflects a 17% statutory tax rate on our Singapore operations and a zero percent tax rate on profits generated by our Macao gaming operations due to our income tax exemption in Macao, which was extended in October 2013 through the end of 2018. We have recorded a valuation allowance related to deferred tax assets generated by operations in the U.S. and certain foreign jurisdictions; however, to the extent that the financial results of these operations improve and it becomes “more-likely-than-not” that these deferred tax assets or a portion thereof are realizable, we will reduce the valuation allowances in the period such determination is made.

The net income attributable to our noncontrolling interests was $648.7 million for the year ended December 31, 2013, compared to $357.7 million for the year ended December 31, 2012. These amounts are primarily related to the noncontrolling interest of SCL.

Year Ended December 31, 2012 Compared to the Year Ended December 31, 2011

Operating Revenues

Our net revenues consisted of the following:

	Year Ended December 31,
	2012			2011			Percent Change
	(Dollars in thousands)
Casino	$	9,008,158		$	7,437,002		21.1	%
Rooms	1,154,024			1,000,035			15.4	%
Food and beverage	628,528			598,823			5.0	%
Mall	396,927			325,123			22.1	%
Convention, retail and other	497,032			501,351			(0.9	)%
	11,684,669			9,862,334			18.5	%
Less — promotional allowances	(553,537		)	(451,589		)	(22.6	)%
Total net revenues	$	11,131,132		$	9,410,745		18.3	%

Consolidated net revenues were $11.13 billion for the year ended December 31, 2012, an increase of $1.72 billion compared to $9.41 billion for the year ended December 31, 2011. The increase was driven by $1.05 billion of net revenues at Sands Cotai Central and increases of $408.2 million and $210.8 million at Four Seasons Macao and The Venetian Macao, respectively.

47

Casino revenues increased $1.57 billion compared to the year ended December 31, 2011. The increase is primarily attributable to $960.3 million of revenues at Sands Cotai Central, a $394.1 million increase at Four Seasons Macao, driven by an increase in Rolling Chip volume due to the expanded VIP gaming area and a $198.7 million increase at The Venetian Macao, driven by increases in Non-Rolling Chip drop and win percentage. The following table summarizes the results of our casino activity:

	Year Ended December 31,
	2012			2011			Change
	(Dollars in thousands)
Macao Operations:
The Venetian Macao
Total casino revenues	$	2,628,868		$	2,430,144		8.2		%
Non-Rolling Chip drop	$	4,482,318		$	4,178,865		7.3		%
Non-Rolling Chip win percentage	30.6		%	27.3		%	3.3		pts
Rolling Chip volume	$	48,825,435		$	52,016,771		(6.1	)	%
Rolling Chip win percentage	3.05		%	2.95		%	0.10		pts
Slot handle	$	4,946,114		$	3,564,612		38.8		%
Slot hold percentage	5.3		%	6.4		%	(1.1	)	pts
Sands Cotai Central
Total casino revenues	$	960,286		$	—		—		%
Non-Rolling Chip drop	$	1,863,923		$	—		—		%
Non-Rolling Chip win percentage	20.8		%	—			—		pts
Rolling Chip volume	$	26,046,168		$	—		—		%
Rolling Chip win percentage	2.83		%	—			—		pts
Slot handle	$	2,939,426		$	—		—		%
Slot hold percentage	3.5		%	—			—		pts
Four Seasons Macao
Total casino revenues	$	977,616		$	583,476		67.6		%
Non-Rolling Chip drop	$	433,264		$	388,290		11.6		%
Non-Rolling Chip win percentage	40.8		%	40.3		%	0.5		pts
Rolling Chip volume	$	41,604,458		$	18,983,716		119.2		%
Rolling Chip win percentage	2.79		%	2.88		%	(0.09	)	pts
Slot handle	$	962,540		$	833,525		15.5		%
Slot hold percentage	5.3		%	5.7		%	(0.4	)	pts
Sands Macao
Total casino revenues	$	1,219,400		$	1,251,084		(2.5	)	%
Non-Rolling Chip drop	$	2,872,468		$	2,811,966		2.2		%
Non-Rolling Chip win percentage	21.0		%	20.5		%	0.5		pts
Rolling Chip volume	$	25,184,583		$	31,537,280		(20.1	)	%
Rolling Chip win percentage	3.14		%	2.79		%	0.35		pts
Slot handle	$	2,476,673		$	2,055,911		20.5		%
Slot hold percentage	4.3		%	5.5		%	(1.2	)	pts
Singapore Operations:
Marina Bay Sands
Total casino revenues	$	2,271,869		$	2,364,922		(3.9	)	%
Non-Rolling Chip drop	$	4,612,227		$	4,445,232		3.8		%
Non-Rolling Chip win percentage	23.1		%	23.0		%	0.1		pts
Rolling Chip volume	$	52,568,238		$	49,843,694		5.5		%
Rolling Chip win percentage	2.47		%	2.88		%	(0.41	)	pts
Slot handle	$	10,793,348		$	9,959,670		8.4		%
Slot hold percentage	5.3		%	5.3		%	—		pts
U.S. Operations:
Las Vegas Operating Properties
Total casino revenues	$	512,647		$	430,758		19.0		%
Table games drop	$	2,084,490		$	1,967,258		6.0		%
Table games win percentage	21.1		%	17.9		%	3.2		pts
Slot handle	$	1,944,618		$	1,829,923		6.3		%
Slot hold percentage	8.7		%	8.7		%	—		pts
Sands Bethlehem
Total casino revenues	$	437,472		$	376,618		16.2		%
Table games drop	$	885,359		$	653,203		35.5		%
Table games win percentage	15.3		%	14.8		%	0.5		pts
Slot handle	$	4,029,326		$	3,773,734		6.8		%
Slot hold percentage	7.2		%	7.2		%	—		pts

48

In our experience, average win percentages remain steady when measured over extended periods of time, but can vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts are wagered.

Room revenues increased $154.0 million compared to the year ended December 31, 2011. The increase is attributable to $83.8 million of revenues at Sands Cotai Central and a $57.0 million increase at Marina Bay Sands, driven by increases in occupancy and average daily room rates. The hotel tower at Sands Bethlehem opened in May 2011. The suites at Sands Macao are primarily provided to casino patrons on a complimentary basis. The following table summarizes the results of our room activity:

	Year Ended December 31,
	2012			2011			Change
	(Room revenues in thousands)
Macao Operations:
The Venetian Macao
Total room revenues	$	224,177		$	220,116		1.8		%
Occupancy rate	91.9		%	91.4		%	0.5		pts
Average daily room rate	$	237		$	232		2.2		%
Revenue per available room	$	218		$	212		2.8		%
Sands Cotai Central
Total room revenues	$	83,833		$	—		—		%
Occupancy rate	83.4		%	—			—		pts
Average daily room rate	$	155		$	—		—		%
Revenue per available room	$	129		$	—		—		%
Four Seasons Macao
Total room revenues	$	39,813		$	32,233		23.5		%
Occupancy rate	80.1		%	69.9		%	10.2		pts
Average daily room rate	$	362		$	334		8.4		%
Revenue per available room	$	290		$	234		23.9		%
Sands Macao
Total room revenues	$	24,441		$	23,820		2.6		%
Occupancy rate	95.3		%	90.5		%	4.8		pts
Average daily room rate	$	245		$	251		(2.4	)	%
Revenue per available room	$	234		$	227		3.1		%
Singapore Operations:
Marina Bay Sands
Total room revenues	$	325,470		$	268,480		21.2		%
Occupancy rate	98.9		%	93.6		%	5.3		pts
Average daily room rate	$	355		$	311		14.1		%
Revenue per available room	$	351		$	291		20.6		%
U.S. Operations:
Las Vegas Operating Properties
Total room revenues	$	446,241		$	450,487		(0.9	)	%
Occupancy rate	86.1		%	88.6		%	(2.5	)	pts
Average daily room rate	$	203		$	199		2.0		%
Revenue per available room	$	175		$	177		(1.1	)	%
Sands Bethlehem
Total room revenues	$	10,049		$	4,899		105.1		%
Occupancy rate	65.1		%	50.5		%	14.6		pts
Average daily room rate	$	140		$	162		(13.6	)	%
Revenue per available room	$	91		$	82		11.0		%

Food and beverage revenues increased $29.7 million compared to the year ended December 31, 2011. The increase was primarily attributable to $39.8 million of revenues at Sands Cotai Central and a $10.5 million increase at The Venetian Macao, partially offset by a $21.4 million decrease at our Las Vegas Operating Properties, driven by a decrease in banquet operations.

49

Mall revenues increased $71.8 million compared to the year ended December 31, 2011. The increase was primarily attributable to increases of $18.6 million at Marina Bay Sands, driven by an increase in mall occupancy and overage rents, $18.3 million at The Venetian Macao, driven by higher base rents due to renewed contracts as well as an increase in overage rents, and $17.5 million at Four Seasons Macao, driven by an increase in overage rents and the expansion of the mall during November 2012. The following table summarizes the results of our mall activity:

	Year Ended December 31,
	2012			2011			Change
	(Mall revenues in thousands)
Macao Operations:
Shoppes at Venetian
Total mall revenues	$	139,522		$	121,191		15.1		%
Mall gross leasable area (in square feet)	805,976			817,251			(1.4	)	%
Occupancy	92.3		%	90.0		%	2.3		pts
Base rent per square foot	$	147		$	131		12.2		%
Tenant sales per square foot	$	1,214		$	1,087		11.7		%
Shoppes at Cotai Central(1)
Total mall revenues	$	16,074		$	—		—		%
Mall gross leasable area (in square feet)	210,143			—			—		%
Occupancy	100.0		%	—			—		pts
Base rent per square foot	$	112		$	—		—		%
Shoppes at Four Seasons(2)
Total mall revenues	$	83,477		$	65,973		26.5		%
Mall gross leasable area (in square feet)	239,718			189,170			26.7		%
Occupancy	92.1		%	92.3		%	(0.2	)	pts
Base rent per square foot	$	150		$	148		1.4		%
Tenant sales per square foot	$	4,356		$	3,386		28.6		%
Singapore Operations:
The Shoppes at Marina Bay Sands
Total mall revenues	$	156,319		$	137,765		13.5		%
Mall gross leasable area (in square feet)	637,980			629,428			1.4		%
Occupancy	96.0		%	95.3		%	0.7		pts
Base rent per square foot	$	215		$	186		15.6		%
Tenant sales per square foot	$	1,393		$	1,231		13.2		%
U.S. Operations:
The Outlets at Sands Bethlehem(3)
Total mall revenues	$	1,535		$	194		691.2		%
Mall gross leasable area (in square feet)	129,216			129,216			—		%
Occupancy	71.3		%	24.1		%	47.2		pts

_________________________

(1) The first and second phases of the Shoppes at Cotai Central opened in April and September 2012, respectively.

(2) In November 2012, the Shoppes at Four Seasons expanded the duty-free luxury shops, resulting in an additional 51,000 square feet of gross leasable space.

(3) Base rent per square foot and tenant sales per square foot are excluded from the table as a progressive opening of The Outlets at Sands Bethlehem began in November 2011.

Convention, retail and other revenues decreased $4.3 million compared to the year ended December 31, 2011. The decrease was primarily due to a $15.4 million decrease at Marina Bay Sands, driven by a decrease in entertainment revenue primarily due to the closing of a show at the property, partially offset by $8.7 million of revenues at Sands Cotai Central.

50

Operating Expenses

The breakdown of operating expenses is as follows:

	Year Ended December 31,
	2012		2011		Percent Change
	(Dollars in thousands)
Casino	$	5,128,036	$	4,007,887	27.9	%
Rooms	237,303		210,052		13.0	%
Food and beverage	331,210		307,446		7.7	%
Mall	68,763		59,183		16.2	%
Convention, retail and other	304,263		338,109		(10.0	)%
Provision for doubtful accounts	239,332		150,456		59.1	%
General and administrative	1,061,935		836,924		26.9	%
Corporate	207,030		185,694		11.5	%
Pre-opening	143,795		65,825		118.5	%
Development	19,958		11,309		76.5	%
Depreciation and amortization	892,046		794,404		12.3	%
Amortization of leasehold interests in land	40,165		43,366		(7.4	)%
Impairment loss	143,674		—		—
Loss on disposal of assets	2,240		10,203		(78.0	)%
Total operating expenses	$	8,819,750	$	7,020,858	25.6	%

Operating expenses were $8.82 billion for the year ended December 31, 2012, an increase of $1.80 billion compared to $7.02 billion for the year ended December 31, 2011. The increase in operating expenses was primarily attributable to the opening of Sands Cotai Central, an increase in casino activity at our other Macao operating properties and $143.7 million in impairment charges.

Casino expenses increased $1.12 billion compared to the year ended December 31, 2011. Of the increase, $788.9 million was due to the 39% gross win tax on increased casino revenue across all of our Macao properties, as well as $185.5 million of additional casino expenses attributable to Sands Cotai Central.

Rooms and food and beverage expenses increased $27.3 million and $23.8 million, respectively, compared to the year ended December 31, 2011. These increases were primarily attributable to the opening of Sands Cotai Central.

Convention, retail and other expenses decreased $33.8 million compared to the year ended December 31, 2011. The decrease was primarily due to decreases of $25.7 million and $14.3 million at Marina Bay Sands and The Venetian Macao, respectively, driven by a decrease in entertainment expense due to the closure of certain shows, partially offset by $7.1 million of expenses at Sands Cotai Central.

The provision for doubtful accounts was $239.3 million for the year ended December 31, 2012, compared to $150.5 million for the year ended December 31, 2011. The increase was primarily due to increases of $57.3 million and $18.1 million at Marina Bay Sands and our Macao operating properties, respectively, driven by increases in casino accounts receivable related to credit extended, as well as increases to provisions for specific customers. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.

General and administrative expenses increased $225.0 million compared to the year ended December 31, 2011. The increase was primarily attributable to $103.9 million of expenses at Sands Cotai Central and increases of $61.6 million at Marina Bay Sands, primarily driven by an increase in property taxes, and $29.7 million at The Venetian Macao.

Corporate expense increased $21.3 million compared to the year ended December 31, 2011, driven by an increase in legal fees.

Pre-opening expenses were $143.8 million for the year ended December 31, 2012, compared to $65.8 million for the year ended December 31, 2011. Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred. Pre-opening expenses for the years ended December 31, 2012 and 2011, were primarily related to activities at Sands Cotai Central. Development expenses include the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are also expensed as incurred.

51

Depreciation and amortization expense increased $97.6 million compared to the year ended December 31, 2011. The increase was primarily attributable to $107.8 million of expenses at Sands Cotai Central, partially offset by decreases at our other Macao operating properties due to certain assets being fully depreciated.

The impairment loss of $143.7 million for the year ended December 31, 2012, consisted primarily of a $100.7 million write-off of capitalized construction costs related to our former Cotai Strip development (referred to as parcels 7 and 8) in Macao and a $42.9 million impairment due to the termination of the ZAiA show at The Venetian Macao.

Adjusted Property EBITDA

The following table summarizes information related to our segments:

	Year Ended December 31,
	2012			2011			Percent Change
	(Dollars in thousands)
Macao:
The Venetian Macao	$	1,143,245		$	1,022,778		11.8	%
Sands Cotai Central	213,476			—			—
Four Seasons Macao	288,170			217,923			32.2	%
Sands Macao	350,639			351,877			(0.4	)%
Other Asia	(15,950		)	(15,143		)	(5.3	)%
	1,979,580			1,577,435			25.5	%
Marina Bay Sands	1,366,245			1,530,623			(10.7	)%
United States:
Las Vegas Operating Properties	331,182			333,295			(0.6	)%
Sands Bethlehem	114,055			90,802			25.6	%
	445,237			424,097			5.0	%
Total adjusted property EBITDA	$	3,791,062		$	3,532,155		7.3	%

Adjusted property EBITDA at our Macao operations increased $402.1 million compared to the year ended December 31, 2011. The increase was primarily attributable to $213.5 million in adjusted property EBITDA generated at Sands Cotai Central and increases of $120.5 million and $70.2 million at The Venetian Macao and Four Seasons Macao, respectively, driven by an increase in casino activity.

Adjusted property EBITDA at Marina Bay Sands decreased $164.4 million compared to the year ended December 31, 2011. The decrease was primarily attributable to a $35.7 million decrease in net revenues and increases of $61.6 million and $57.3 million in general and administrative expenses and provision for doubtful accounts, respectively.

Adjusted property EBITDA at our Las Vegas Operating Properties remained relatively unchanged compared to the year ended December 31, 2011. Net revenues increased $40.4 million (excluding intersegment royalty revenue), but was offset by increases of $22.8 million, $14.5 million and $14.5 million in casino expenses, general and administrative expenses and provision for doubtful accounts, respectively.

Adjusted property EBITDA at Sands Bethlehem increased $23.3 million compared to the year ended December 31, 2011. The increase was primarily attributable to a $70.6 million increase in net revenues, driven by an increase in casino activity, partially offset by increases in the associated operating expenses.

Interest Expense

The following table summarizes information related to interest expense on long-term debt:

	Year Ended December 31,
	2012			2011
	(Dollars in thousands)
Interest cost (which includes the amortization of deferred financing costs and original issue discounts)	$	292,790		$	402,076
Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo	15,123			8,013
Less — capitalized interest	(49,349		)	(127,140		)
Interest expense, net	$	258,564		$	282,949
Cash paid for interest	$	258,440		$	373,923
Weighted average total debt balance	$	9,772,201		$	10,097,474
Weighted average interest rate	3.0		%	4.0		%

52

Interest cost decreased $109.3 million compared to the year ended December 31, 2011, resulting primarily from a decrease in our weighted average interest rate. Capitalized interest decreased $77.8 million compared to the year ended December 31, 2011, primarily due to the completion of the Conrad and Holiday Inn tower and the first Sheraton tower of Sands Cotai Central in April and September 2012, respectively.

Other Factors Effecting Earnings

Other income was $5.7 million for the year ended December 31, 2012, compared to other expense of $4.0 million for the year ended December 31, 2011. The income during the year ended December 31, 2012, was primarily due to a $6.6 million foreign exchange gain related to the dissolution of one of our wholly owned foreign subsidiaries, partially offset by decreases in the fair value of our interest rate cap agreements in Macao and Singapore.

The loss on modification or early retirement of debt was $19.2 million for the year ended December 31, 2012, and was primarily due to a $13.1 million loss related to the refinancing of our Singapore credit facility in June 2012 (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt — Singapore Credit Facility”).

Our effective income tax rate was 8.8% for the year ended December 31, 2012, compared to 10.1% for the year ended December 31, 2011. The effective income tax rate for the years ended December 31, 2012 and 2011, reflects a 17% statutory tax rate on our Singapore operations and a zero percent tax rate on profits generated by our Macao gaming operations due to our income tax exemption in Macao, which was extended in October 2013 through the end of 2018. We have recorded a valuation allowance related to deferred tax assets generated by operations in the U.S. and certain foreign jurisdictions; however, to the extent that the financial results of these operations improve and it becomes “more-likely-than-not” that these deferred tax assets or a portion thereof are realizable, we will reduce the valuation allowances in the period such determination is made.

The net income attributable to our noncontrolling interests was $357.7 million for the year ended December 31, 2012, compared to $323.0 million for the year ended December 31, 2011. These amounts are primarily related to the noncontrolling interest of SCL.

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Additional Information Regarding our Retail Mall Operations

The following tables summarize the results of our mall operations for the years ended December 31, 2013, 2012 and 2011 (in thousands):

	Shoppes at Venetian			Shoppes at Four Seasons		Shoppes at Cotai Central(1)			The Shoppes at Marina Bay Sands			The Outlets at Sands Bethlehem(2)			Total
For the year ended December 31, 2013
Mall revenues:
Minimum rents(3)	$	104,080		$	47,913	$	23,030		$	106,318		$	1,268		$	282,609
Overage rents	39,615			58,246		11,584			16,584			1,904			127,933
CAM, levies and management fees	25,456			6,962		7,502			30,938			—			70,858
Total mall revenues	169,151			113,121		42,116			153,840			3,172			481,400
Mall operating expenses
Common area maintenance	16,894			5,466		5,577			25,370			1,320			54,627
Management fees and other direct     operating expenses	6,975			1,607		1,275			8,083			791			18,731
Mall operating expenses	23,869			7,073		6,852			33,453			2,111			73,358
Property taxes(4)	1,486			—		—			7,123			1,093			9,702
Provision for (recovery of) doubtful     accounts	(281		)	226		(245		)	(5		)	—			(305		)
Mall-related expenses(5)	25,074			7,299		6,607			40,571			3,204			82,755
For the year ended December 31, 2012
Mall revenues:
Minimum rents(3)	$	81,906		$	23,068	$	10,770		$	109,468		$	800		$	226,012
Overage rents	36,434			54,909		1,566			14,941			735			108,585
CAM, levies and management fees	21,182			5,500		3,738			31,910			—			62,330
Total mall revenues	139,522			83,477		16,074			156,319			1,535			396,927
Mall operating expenses
Common area maintenance	15,573			4,051		2,485			25,928			1,077			49,114
Management fees and other direct     operating expenses	7,344			1,895		1,226			8,828			356			19,649
Mall operating expenses	22,917			5,946		3,711			34,756			1,433			68,763
Property taxes(4)	—			—		—			8,548			759			9,307
Provision for (recovery of) doubtful     accounts	410			330		607			123			—			1,470
Mall-related expenses(5)	23,327			6,276		4,318			43,427			2,192			79,540
For the year ended December 31, 2011
Mall revenues:
Minimum rents(3)	$	66,859		$	17,847	$	—		$	108,705		$	(592	)	$	192,819
Overage rents	32,959			42,737		—			7,788			786			84,270
CAM, levies and management fees	21,373			5,389		—			21,272			—			48,034
Total mall revenues	121,191			65,973		—			137,765			194			325,123
Mall operating expenses
Common area maintenance	18,263			3,927		—			17,662			171			40,023
Management fees and other direct     operating expenses	7,194			2,468		—			9,308			190			19,160
Mall operating expenses	25,457			6,395		—			26,970			361			59,183
Property taxes(4)	—			—		—			5,411			112			5,523
Provision for (recovery of) doubtful     accounts	13,504			828		—			185			—			14,517
Mall-related expenses(5)	38,961			7,223		—			32,566			473			79,223

____________________

(1) The first and second phases of the Shoppes at Cotai Central opened in April and September 2012, respectively.

(2) Revenues from CAM, levies and management fees are included in minimum rents for The Outlets at Sands Bethlehem.

(3) Minimum rents include base rents and straight-line adjustments of base rents.

54

(4) Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. This property tax exemption expired in August 2013 for The Venetian Macao and we are currently in the process of requesting an extension from the Macao government.

(5) Mall-related expenses consist of CAM, management fees and other direct operating expenses, property taxes and provision for (recovery of) doubtful accounts, but excludes depreciation and amortization and general and administrative costs.

It is common in the mall operating industry for companies to disclose mall net operating income (“NOI”) as a useful supplemental measure of a mall’s operating performance. Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.

In the tables above, we believe that taking total mall revenues less mall-related expenses provides an operating performance measure for our malls. Other mall operating companies may use different methodologies for deriving mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies.

Development Projects

Macao

We submitted plans to the Macao government for The Parisian Macao, an integrated resort that will be connected to The Venetian Macao and Four Seasons Macao. The Parisian Macao, which is currently expected to open in late 2015, is intended to include a gaming area (to be operated under our gaming subconcession), hotel and shopping mall. We expect the cost to design, develop and construct The Parisian Macao to be approximately $2.7 billion, inclusive of payments made for the land premium. We commenced construction activities and have capitalized costs of $376.0 million, including the land premium (net of amortization), as of December 31, 2013. In addition, we will be completing the development of some public areas surrounding our Cotai Strip properties on behalf of the Macao government.

As of December 31, 2013, we have capitalized an aggregate of $8.97 billion in construction costs and land premiums (net of amortization) for our Cotai Strip developments, which include The Venetian Macao, Sands Cotai Central, Four Seasons Macao and The Parisian Macao, as well as our investments in transportation infrastructure, including our passenger ferry service operations.

Land concessions in Macao generally have an initial term of 25 years with automatic extensions of 10 years thereafter in accordance with Macao law. We have received land concessions from the Macao government to build on parcels 1, 2, 3 and 5 and 6, including the sites on which The Venetian Macao, Sands Cotai Central and Four Seasons Macao are, and The Parisian Macao will be, located. We do not own these land sites in Macao; however, the land concessions grant us exclusive use of the land. As specified in the land concessions, we are required to pay premiums for each parcel, which are either payable in a single lump sum upon acceptance of the land concessions by the Macao government or in seven semi-annual installments, as well as annual rent for the term of the land concessions.

Under our land concession for Sands Cotai Central, we are required to complete the development by May 2014. We have applied for an extension from the Macao government to complete Sands Cotai Central, as we will be unable to meet the May 2014 deadline. The land concession for The Parisian Macao contains a similar requirement, which was extended by the Macao government in July 2012, that the development be completed by April 2016. Should we determine that we are unable to complete The Parisian Macao by April 2016, we would then also expect to apply for an extension from the Macao government. If we are unable to meet The Parisian Macao deadline and the deadlines for either development are not extended, we could lose our land concessions for Sands Cotai Central or The Parisian Macao, which would prohibit us from operating any facilities developed under the respective land concessions. As a result, we could record a charge for all or some portion of the $4.15 billion or $376.0 million in capitalized construction costs and land premiums (net of amortization), as of December 31, 2013, related to Sands Cotai Central and The Parisian Macao, respectively.

United States

We were constructing the Las Vegas Condo Tower, located on the Las Vegas Strip between The Palazzo and The Venetian Las Vegas. We suspended our construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions. We intend to recommence construction when demand and conditions improve. As of December 31, 2013, we have capitalized construction costs of $178.6 million for this project. The impact of the suspension on the estimated overall cost of the project is currently not determinable with certainty. Should demand and conditions

55

fail to improve or management decide to abandon the project, we could record a charge for some portion of the $178.6 million in capitalized construction costs as of December 31, 2013.

Other

We continue to aggressively pursue a variety of new development opportunities around the world.

Liquidity and Capital Resources

Cash Flows — Summary

Our cash flows consisted of the following:

	Year Ended December 31,
	2013			2012			2011
	(In thousands)
Net cash generated from operating activities	$	4,439,412		$	3,057,757		$	2,662,496
Cash flows from investing activities:
Change in restricted cash and cash equivalents	(382		)	693			804,394
Capital expenditures	(898,111		)	(1,449,234		)	(1,508,493		)
Proceeds from disposal of property and equipment	32,155			2,909			6,093
Acquisition of intangible assets	(45,871		)	—			(100		)
Net cash used in investing activities	(912,209		)	(1,445,632		)	(698,106		)
Cash flows from financing activities:
Proceeds from exercise of stock options	69,596			46,240			25,505
Repurchase of common stock	(561,150		)	—			—
Proceeds from exercise of warrants	350			528,908			12,512
Dividends paid	(1,564,049		)	(3,442,312		)	(75,297		)
Distributions to noncontrolling interests	(11,858		)	(10,466		)	(10,388		)
Deemed distribution to Principal Stockholder	—			(18,576		)	—
Proceeds from long-term debt	3,183,107			4,351,486			3,201,535
Repayments of long-term debt	(3,513,032		)	(4,399,698		)	(3,300,310		)
Repurchases and redemption of preferred stock	—			—			(845,321		)
Payments of preferred stock inducement premium	—			—			(16,871		)
Payments of deferred financing costs	(35,414		)	(100,888		)	(84,826		)
Net cash used in financing activities	(2,432,450		)	(3,045,306		)	(1,093,461		)
Effect of exchange rate on cash	(7,105		)	43,229			(5,292		)
Increase (decrease) in cash and cash equivalents	$	1,087,648		$	(1,389,952	)	$	865,637

Cash Flows — Operating Activities

Table games play at our properties is conducted on a cash and credit basis. Slot machine play is primarily conducted on a cash basis. The retail hotel rooms business is generally conducted on a cash basis, the group hotel rooms business is conducted on a cash and credit basis, and banquet business is conducted primarily on a credit basis resulting in operating cash flows being generally affected by changes in operating income and accounts receivable. Net cash generated from operating activities increased $1.38 billion compared to the year ended December 31, 2012. The increase was primarily attributable to the increase in operating cash flows generated from our Macao operations.

Cash Flows — Investing Activities

Capital expenditures for the year ended December 31, 2013, totaled $898.1 million, including $614.4 million for construction and development activities in Macao, which consisted primarily of $262.5 million for Sands Cotai Central and $212.8 million for The Parisian Macao; $142.7 million in Singapore; $93.2 million at our Las Vegas Operating Properties; and $47.8 million for corporate and other activities. Additionally, during the year ended December 31, 2013, we paid SGD 57.0 million (approximately $44.9 million at exchange rates in effect on December 31, 2013) to renew our Singapore gaming license.

We are continuously evaluating our portfolio of assets, including evaluating strategic alternatives related to our Pennsylvania operations.

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Cash Flows — Financing Activities

Net cash flows used in financing activities were $2.43 billion for the year ended December 31, 2013, which was primarily attributable to $1.56 billion in dividend payments, $561.2 million in common stock repurchases and repayments of $430.5 million on our 2012 Singapore Credit Facility.

As of December 31, 2013, we had $1.54 billion available for borrowing under our U.S., Macao and Singapore credit facilities, net of letters of credit.

Capital Financing Overview

Through December 31, 2013, we have funded our development projects primarily through borrowings from our credit facilities (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt”), operating cash flows, proceeds from our equity offerings and proceeds from the disposition of non-core assets.

Our U.S., Macao and Singapore credit facilities contain various financial covenants. The U.S. credit facility, which was amended in December 2013, requires our Las Vegas operations to comply with a financial covenant at the end of each quarter to the extent that any revolving loans or certain letters of credit are outstanding. This financial covenant requires our Las Vegas operations to maintain a maximum leverage ratio of net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined (“Adjusted EBITDA”). The maximum leverage ratio is 5.5x for all quarterly periods through maturity. We can elect to contribute cash on hand to our Las Vegas operations on a bi-quarterly basis; such contributions having the effect of increasing Adjusted EBITDA during the applicable quarter for purposes of calculating compliance with the maximum leverage ratio (the “EBITDA true-up”). Our Macao credit facility also requires our Macao operations to comply with similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 4.0x for the quarterly periods ending December 31, 2013 through December 31, 2014, decreases to 3.5x for the quarterly periods ending March 31 through December 31, 2015, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity. Our Singapore credit facility requires operations of Marina Bay Sands to comply with similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 3.5x for the quarterly periods ending December 31, 2013 through December 31, 2014, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity. As of December 31, 2013, our U.S., Macao and Singapore leverage ratios were 1.2x, 1.1x and 2.9x, respectively, compared to the maximum leverage ratios allowed of 5.5x, 4.0x and 3.5x, respectively. If we are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the respective credit facilities. A default under the U.S. credit facility would trigger a cross-default under our airplane financings. Any defaults or cross-defaults under these agreements would allow the lenders, in each case, to exercise their rights and remedies as defined under their respective agreements. If the lenders were to exercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance that we would be able to repay or refinance any amounts that may become due and payable under such agreements, which could force us to restructure or alter our operations or debt obligations.

We held unrestricted cash and cash equivalents of approximately $3.60 billion and restricted cash and cash equivalents of approximately $6.8 million as of December 31, 2013, of which approximately $3.18 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the $3.18 billion, approximately $2.29 billion is available to be repatriated to the U.S. with minimal taxes owed on such amounts due to the Company’s significant foreign taxes paid, which would ultimately generate U.S. foreign tax credits if cash is repatriated. The remaining unrestricted amounts are not available for repatriation primarily due to dividend requirements to third party public shareholders in the case of funds being repatriated from SCL. We believe the cash on hand and cash flow generated from operations will be sufficient to maintain compliance with the financial covenants of our credit facilities. We may elect to arrange additional financing to fund the balance of our Cotai Strip developments. In the normal course of our activities, we will continue to evaluate our capital structure and opportunities for enhancements thereof.

In November 2011, we completed the $3.7 billion 2011 VML Credit Facility, which was used to repay the outstanding indebtedness under the VML and VOL credit facilities, as well as continue to fund the development, construction and completion of certain components of Sands Cotai Central. In March 2012, we redeemed the outstanding balance of Senior Notes for $191.7 million and in May 2012, we repaid the $131.6 million outstanding balance under our ferry financing. In June 2012, we entered into the SGD 5.1 billion (approximately $4.02 billion at exchange rates in effect on December 31, 2013) 2012 Singapore Credit Facility, which was primarily used to repay the outstanding indebtedness under the prior Singapore credit facility. In December 2013, we completed the $3.5 billion 2013 U.S. Credit Facility, which was primarily used to repay the outstanding indebtedness under the prior senior secured credit facility (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-term Debt — 2013 U.S. Credit Facility”). We are currently in the process of amending and restating our 2011 VML Credit Facility, which will allow each lender holding term loans under the 2011 VML Credit Facility to extend the maturity of its term loans to 2020 and will provide for new revolving loan commitments of $2.0 billion. We will also have the option to raise incremental senior secured and unsecured debt under existing baskets within the amended credit facility.

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The amendment, which is subject to approval of the lenders and certain Macao government approvals, is anticipated to close during the first quarter of 2014.

On February 28 and June 22, 2012, SCL paid a dividend of 0.58 Hong Kong dollars (“HKD”) per share (a total of $1.20 billion) to SCL shareholders (of which we retained $844.4 million). On February 28 and June 21, 2013, SCL paid a dividend of HKD 0.67 and HKD 0.66 per share, respectively (a total of $1.38 billion) to SCL shareholders (of which we retained $970.2 million). On January 24, 2014, the Board of Directors of SCL declared a dividend of HKD 0.87 per share and a special dividend of HKD 0.77 per share (a total of $1.71 billion, of which we retained $1.20 billion) to SCL shareholders of record on February 14, 2014, which was paid on February 26, 2014.

On March 30, June 29, September 28 and December 28, 2012, we paid a dividend of $0.25 per common share as part of a regular cash dividend program and on December 18, 2012, we paid a special cash dividend of $2.75 per common share. During the year ended December 31, 2012, we recorded $3.09 billion as a distribution against retained earnings (of which $1.62 billion related to our Principal Stockholder’s family and the remaining $1.47 billion related to all other shareholders). On March 29, June 28, September 27 and December 31, 2013, we paid a dividend of $0.35 per common share and recorded $1.15 billion as a distribution against retained earnings (of which $604.2 million related to our Principal Stockholder’s family and the remaining $548.9 million related to all other shareholders) during the year ended December 31, 2013. On January 28, 2014, our Board of Directors declared a quarterly dividend of $0.50 per common share (a total estimated to be approximately $406 million) to be paid on March 31, 2014, to shareholders of record on March 21, 2014. We expect this level of dividend to continue quarterly through the remainder of 2014. Our Board of Directors will continually assess the level and appropriateness of any cash dividends.

In June 2013, our Board of Directors approved a share repurchase program, which expires in June 2015, with an initial authorization of $2.0 billion. Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including our financial position, earnings, legal requirements, other investment opportunities and market conditions. During the year ended December 31, 2013, we repurchased 8,570,281 shares of our common stock for $570.5 million (including commissions) under this program. Subsequent to year end through February 28, 2014, we repurchased 8,224,255 shares of our common stock for $663.8 million (including commissions) under this program. All share repurchases of our common stock have been recorded as treasury shares.

On March 2, 2012, our Principal Stockholder’s family exercised all of their outstanding warrants to purchase 87,500,175 shares of our common stock and paid $525.0 million in cash as settlement of the exercise price.

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Aggregate Indebtedness and Other Known Contractual Obligations

Our total long-term indebtedness and other known contractual obligations are summarized below as of December 31, 2013:

	Payments Due by Period Ending December 31, 2013(11)
	Less than 1 Year		2-3 Years		4-5 Years		More than 5 Years		Total
	(In thousands)
Long-Term Debt Obligations(1)
2013 U.S. Credit Facility — Term B	$	22,500	$	45,000	$	45,000	$	2,137,500	$	2,250,000
2013 U.S. Credit Facility — Revolving	—		—		590,000		—		590,000
Airplane Financings	3,688		7,374		56,297		—		67,359
HVAC Equipment Lease(2)	1,521		2,866		2,601		11,152		18,140
U.S. Other	1,782		532		21		—		2,335
2011 VML Credit Facility — Term B	200,554		3,008,315		—		—		3,208,869
Macao Other	2,387		4,231		1,292		—		7,910
2012 Singapore Credit Facility — Term	145,075		1,523,297		1,958,524		—		3,626,896
Fixed Interest Payments	1,671		2,531		1,891		409		6,502
Variable Interest Payments(3)	213,274		355,806		197,820		134,996		901,896
Contractual Obligations
Former Tenants(4)	400		800		800		4,800		6,800
Employment Agreements(5)	10,184		7,620		234		—		18,038
Macao Leasehold Interests in Land(6)	3,453		9,510		10,566		75,972		99,501
Mall Leases(7)	8,564		16,750		16,422		83,810		125,546
Macao Annual Premium(8)	43,837		87,674		87,675		153,430		372,616
Parking Lot Lease(9)	1,200		2,400		2,400		102,300		108,300
Other Operating Leases(10)	14,339		11,924		5,033		—		31,296
Total	$	674,429	$	5,086,630	$	2,976,576	$	2,704,369	$	11,442,004

_______________________

(1) See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt” for further details on these financing transactions.

(2) In July 2009, we entered into a capital lease agreement with our current heating, ventilation and air conditioning (“HVAC”) provider (the “HVAC Equipment Lease”) to provide the operation and maintenance services for the HVAC equipment in Las Vegas. The lease has a 10-year term with a purchase option at the third, fifth, seventh and tenth anniversary dates. We are obligated under the agreement to make monthly payments of approximately $300,000 for the first year with automatic decreases of approximately $14,000 per month on every anniversary date. The HVAC Equipment Lease has been capitalized at the present value of the future minimum lease payments at lease inception.

(3) Based on December 31, 2013, London Inter-Bank Offered Rate (“LIBOR”) of 0.2%, Hong Kong Inter-Bank Offered Rate (“HIBOR”) of 0.4% and Singapore Swap Offer Rate (“SOR”) of 0.2% plus the applicable interest rate spread in accordance with the respective debt agreements.

(4) We are party to tenant lease termination and asset purchase agreements. Under the agreement for The Grand Canal Shoppes sale, we are obligated to fulfill the lease termination and asset purchase agreements.

(5) We are party to employment agreements with eight of our executive officers, with remaining terms of one to four years.

(6) We are party to long-term land leases of 25 years with automatic extensions at our option of 10 years thereafter in accordance with Macao law.

(7) We are party to certain leaseback agreements for the theater, gondola and certain office and retail space related to the sales of The Grand Canal Shoppes and The Shoppes at the Palazzo.

(8) In addition to the 39% gross gaming win tax in Macao (which is not included in this table as the amount we pay is variable in nature), we are required to pay an annual premium with a fixed portion and a variable portion, which is based on the number and type of gaming tables and gaming machines we operate. Based on the gaming tables and gaming machines in operation as of December 31, 2013, the annual premium is approximately $43.8 million payable to the Macao government through the termination of the gaming subconcession in June 2022.

(9) We are party to a 99-year lease agreement (90 years remaining) for a parking structure located adjacent to The Venetian Las Vegas.

(10) We are party to certain operating leases for real estate, various equipment and service arrangements.

(11) As of December 31, 2013, we had a $13.3 million liability related to unrecognized tax benefits; we do not expect this liability to result in a payment of cash within the next 12 months. We are unable to reasonably estimate the timing of the

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liability in individual years beyond 12 months due to uncertainties in the timing of the effective settlement of tax positions; therefore, such amounts are not included in the table.

Off-Balance Sheet Arrangements

We have not entered into any transactions with special purpose entities, nor have we engaged in any derivative transactions other than interest rate caps.

Restrictions on Distributions

We are a parent company with limited business operations. Our main asset is the stock and membership interests of our subsidiaries. The debt instruments of our U.S., Macao and Singapore subsidiaries contain certain restrictions that, among other things, limit the ability of certain subsidiaries to incur additional indebtedness, issue disqualified stock or equity interests, pay dividends or make other distributions, repurchase equity interests or certain indebtedness, create certain liens, enter into certain transactions with affiliates, enter into certain mergers or consolidations or sell our assets of our company without prior approval of the lenders or noteholders.

Inflation

We believe that inflation and changing prices have not had a material impact on our sales, revenues or income from continuing operations during the past three fiscal years.

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our company or management, are intended to identify forward-looking statements. Although we believe that these forward-looking statements are reasonable, we cannot assure you that any forward-looking statements will prove to be correct. These forward- looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the risks associated with:

• general economic and business conditions in the U.S. and internationally, which may impact levels of disposable income, consumer spending, group meeting business, pricing of hotel rooms and retail and mall sales;

• our leverage, debt service and debt covenant compliance, including the pledge of our assets (other than our equity interests in our subsidiaries) as security for our indebtedness;

• disruptions in the global financing markets and our ability to obtain sufficient funding for our current and future developments;

• the extensive regulations to which we are subject to and the costs of compliance with such regulations;

• increased competition for labor and materials due to other planned construction projects in Macao and quota limits on the hiring of foreign workers;

• our ability to meet certain development deadlines;

• the uncertainty of tourist behavior related to discretionary spending and vacationing at casino-resorts in Macao, Singapore, Las Vegas and Pennsylvania;

• regulatory policies in mainland China or other countries in which our customers reside, including visa restrictions limiting the number of visits or the length of stay for visitors from mainland China to Macao, restrictions on foreign currency exchange or importation of currency, and the judicial enforcement of gaming debts;

• our dependence upon properties primarily in Macao, Singapore and Las Vegas for all of our cash flow;

• our relationship with GGP or any successor owner of the Grand Canal Shoppes;

• new developments, construction and ventures, including our Cotai Strip developments;

• the passage of new legislation and receipt of governmental approvals for our proposed developments in Macao and other jurisdictions where we are planning to operate;

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• our insurance coverage, including the risk that we have not obtained sufficient coverage or will only be able to obtain additional coverage at significantly increased rates;

• disruptions or reductions in travel, as well as disruptions in our operations, due to natural or man-made disasters, outbreaks of infectious diseases, terrorist activity or war;

• our ability to collect gaming receivables from our credit players;

• our dependence on chance and theoretical win rates;

• fraud and cheating;

• our ability to establish and protect our IP rights;

• conflicts of interest that arise because certain of our directors and officers are also directors of SCL;

• government regulation of the casino industry (as well as new laws and regulations and changes to existing laws and regulations), including gaming license regulation, the requirement for certain beneficial owners of our securities to be found suitable by gaming authorities, the legalization of gaming in other jurisdictions and regulation of gaming on the Internet;

• increased competition in Macao and Las Vegas, including recent and upcoming increases in hotel rooms, meeting and convention space, retail space, potential additional gaming licenses and online gaming;

• the popularity of Macao, Singapore and Las Vegas as convention and trade show destinations;

• new taxes, changes to existing tax rates or proposed changes in tax legislation;

• our ability to maintain our gaming licenses, certificate and subconcession;

• the continued services of our key management and personnel;

• any potential conflict between the interests of our Principal Stockholder and us;

• the ability of our subsidiaries to make distribution payments to us;

• our failure to maintain the integrity of our customer or company data, including against past or future cybersecurity attacks, and any litigation or disruption to our operations resulting from such loss of data integrity;

• the completion of infrastructure projects in Macao; and

• the outcome of any ongoing and future litigation.

All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to us and on various other assumptions that management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations. Changes in these estimates and assumptions may have a material effect on our results of operations and financial condition. We believe that the critical accounting policies discussed below affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Allowance for Doubtful Casino Accounts

We maintain an allowance, or reserve, for doubtful casino accounts at our operating casino resorts in Macao, Singapore and the U.S., which we regularly evaluate. We specifically analyze the collectability of each account with a balance over a specified dollar amount, based upon the age of the account, the customer’s financial condition, collection history and any other known information, and we apply standard reserve percentages to aged account balances under the specified dollar amount. We also monitor regional and global economic conditions and forecasts in our evaluation of the adequacy of the recorded reserves. Credit or marker play was 27.9%, 29.3% and 74.2% of table games play at our Macao properties, Marina Bay Sands and Las Vegas

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Operating Properties, respectively, during the year ended December 31, 2013. Our allowance for doubtful casino accounts was 36.2% and 27.7% of gross casino receivables from customers as of December 31, 2013 and 2012, respectively. As the credit extended to our junkets can be offset by the commissions payable to said junkets, the allowance for doubtful accounts related to receivables from junkets is not material. Our allowance for doubtful accounts from our hotel and other receivables is also not material.

Litigation Accrual

We are subject to various claims and legal actions. We estimate the accruals for these claims and legal actions based on all relevant facts and circumstances currently available and include such accruals in other accrued liabilities in the consolidated balance sheets when it is determined that such contingencies are both probable and reasonably estimable.

Property and Equipment

At December 31, 2013, we had net property and equipment of $15.36 billion, representing 67.6% of our total assets. We depreciate property and equipment on a straight-line basis over their estimated useful lives. The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations such as contractual life. Future events, such as property expansions, property developments, new competition, or new regulations, could result in a change in the manner in which we use certain assets requiring a change in the estimated useful lives of such assets.

For assets to be held and used (including projects under development), fixed assets are reviewed for impairment whenever indicators of impairment exist. If an indicator of impairment exists, we first group our assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the “asset group”). Secondly, we estimate the undiscounted future cash flows that are directly associated with and expected to arise from the completion, use and eventual disposition of such asset group. We estimate the undiscounted cash flows over the remaining useful life of the primary asset within the asset group. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs.

To estimate the undiscounted cash flows of our asset groups, we consider all potential cash flows scenarios, which are probability weighted based on management’s estimates given current conditions. Determining the recoverability of our asset groups is judgmental in nature and requires the use of significant estimates and assumptions, including estimated cash flows, probability weighting of potential scenarios, costs to complete construction for assets under development, growth rates and future market conditions, among others. Future changes to our estimates and assumptions based upon changes in macro-economic factors, regulatory environments, operating results or management’s intentions may result in future changes to the recoverability of our asset groups.

For assets to be held for sale, the fixed assets (the “disposal group”) are measured at the lower of their carrying amount or fair value less cost to sell. Losses are recognized for any initial or subsequent write-down to fair value less cost to sell, while gains are recognized for any subsequent increase in fair value less cost to sell, but not in excess of the cumulative loss previously recognized. Any gains or losses not previously recognized that result from the sale of the disposal group shall be recognized at the date of sale. Fixed assets are not depreciated while classified as held for sale.

Capitalized Interest

Interest costs associated with our major construction projects are capitalized and included in the cost of the projects. When no debt is incurred specifically for construction projects, we capitalize interest on amounts expended using the weighted average cost of our outstanding borrowings. Capitalization of interest ceases when the project is substantially complete or construction activity is suspended for more than a brief period.

Leasehold Interests in Land

Leasehold interests in land represent payments made for the use of land over an extended period of time. The leasehold interests in land are amortized on a straight-line basis over the expected term of the related lease agreements.

Indefinite Useful Life Assets

As of December 31, 2013, we had a $50.0 million asset related to our Sands Bethlehem gaming license and a $16.5 million asset related to our Sands Bethlehem table games certificate, both of which were determined to have indefinite useful lives. Assets with indefinite useful lives are assessed regularly to ensure they continue to meet the indefinite useful life criteria. These assets

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are not subject to amortization and are tested for impairment and recoverability annually or more frequently if events or circumstances indicate that the assets might be impaired. When performing our impairment analysis, we first conduct a qualitative assessment to determine whether we believe it is “more-likely-than-not” that the asset is impaired. If, after assessing the qualitative factors, we determine it is “more-likely-than-not” the asset is impaired, we then perform an impairment test that consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of the asset is not recoverable and exceeds its fair value, an impairment will be recognized in an amount equal to that excess. If the carrying amount of the asset does not exceed the fair value, no impairment is recognized.

Our annual indefinite lived intangible asset impairment analysis on our Sands Bethlehem gaming license and table games certificate included an assessment of certain qualitative factors including, but not limited to, the results of the most recent fair value calculation, operating results and projected operating results, and macro-economic and industry conditions. We considered the qualitative factors and determined that it is not “more-likely-than-not” that the indefinite lived intangible assets are impaired. Although we believe the qualitative factors considered in the impairment are reasonable, significant changes in any one of our assumptions could produce a different result. Future changes to our estimates and assumptions based upon changes in operating results, macro-economic factors or management’s intentions may result in future changes to the fair value of the gaming license and table games certificate.

If we determine a quantitative impairment test is to be performed to estimate the fair value of our Sands Bethlehem gaming license and table games certificate, our fair value analysis would be based on expected adjusted property EBITDA, combined with estimated future tax-affected cash flows and a terminal value using the Gordon Growth Model, which are discounted to present value at rates commensurate with our capital structure and the prevailing borrowing rates within the casino industry in general. Adjusted property EBITDA and discounted cash flows are common measures used to value cash-intensive businesses such as casinos. Determining the fair value of the gaming license and table games certificate is judgmental in nature and requires the use of significant estimates and assumptions, including adjusted property EBITDA, growth rates, discount rates and future market conditions, among others.

Stock-Based Compensation

Accounting standards regarding share-based payments require the recognition of compensation expense in the consolidated statements of operations related to the fair value of employee stock-based compensation. Determining the fair value of stock-based awards at the grant date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise, the associated volatility and the expected dividends. Expected volatilities are based on our historical volatility or combined with the historical volatilities from a selection of companies from our peer group when there is a lack of our historical information, as is the case for our SCL equity plan. The expected option life is based on the contractual term of the option as well historical exercise and forfeiture behavior. When there is a lack of historical information, as is the case for our SCL equity plan, we use the simplified method for estimating expected option life, as the options qualify as “plain-vanilla” options. The expected dividend yield is based on our estimate of annual dividends expected to be paid at the time of the grant. We believe that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of our stock options granted. Judgment is also required in estimating the amount of stock-based awards expected to be forfeited prior to vesting. If actual forfeitures differ significantly from these estimates, stock-based compensation expense could be materially impacted. All employee stock options were granted with an exercise price equal to the fair market value (as defined in the Company’s equity award plans).

During the years ended December 31, 2013 and 2012, we recorded stock-based compensation expense of $53.4 million and $65.4 million, respectively. As of December 31, 2013, under the 2004 plan there was $19.0 million of unrecognized compensation cost, net of estimated forfeitures of 8.0% per year, related to unvested stock options and there was $29.8 million of unrecognized compensation cost, net of estimated forfeitures of 8.0% per year, related to unvested restricted stock and stock units. The stock option and restricted stock and stock unit costs are expected to be recognized over a weighted average period of 2.3 years and 2.2 years, respectively.

As of December 31, 2013, under the SCL Equity Plan there was $16.2 million of unrecognized compensation cost, net of estimated forfeitures of 8.8% per year, related to unvested stock options and there was $16.0 million of unrecognized compensation cost related to unvested restricted stock units. The stock option and restricted stock unit costs are expected to be recognized over a weighted average period of 2.2 years and 3.5 years, respectively.

Income Taxes

We are subject to income taxes in the U.S. (including federal and state) and numerous foreign jurisdictions in which we operate. We record income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of

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existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes require a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is “more-likely-than-not” that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more-likely-than-not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with operating loss and tax credit carryforwards not expiring, and implementation of tax planning strategies.

We recorded a valuation allowance on the net deferred tax assets of certain foreign jurisdictions of $217.8 million and $209.4 million, as of December 31, 2013 and 2012, respectively, and a valuation allowance on the net deferred tax assets of our U.S. operations of $1.30 billion and $1.18 billion as of December 31, 2013 and 2012, respectively. Management will reassess the realization of deferred tax assets based on the applicable accounting standards for income taxes each reporting period and consider the scheduled reversal of deferred tax liabilities, sources of taxable income and tax planning strategies. To the extent that the financial results of these operations improve and it becomes “more-likely-than-not” that the deferred tax assets are realizable, we will be able to reduce the valuation allowance.

Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions for which the tax treatment is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is “more-likely-than-not” that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and for which actual outcomes may be different.

Our major tax jurisdictions are the U.S., Macao, and Singapore. In January 2013, the Internal Revenue Service completed through the appeals process its examination of the Company’s U.S. tax returns for years 2005 through 2009. The Inland Revenue Agency of Singapore is currently performing a compliance review of the Marina Bay Sands tax return for tax years 2010 and 2011. We are subject to examination for years after 2008 in Macao and Singapore and for tax years after 2009 in the U.S.

Recent Accounting Pronouncements

See related disclosure at “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 2 — Summary of Significant Accounting Policies.”

ITEM 7A. — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our variable rate long-term debt, which we attempt to manage through the use of interest rate cap agreements. We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions. Our derivative financial instruments consist exclusively of interest rate cap agreements, which do not qualify for hedge accounting. Interest differentials resulting from these agreements are recorded on an accrual basis as an adjustment to interest expense.

To manage exposure to counterparty credit risk in interest rate cap agreements, we enter into agreements with highly rated institutions that can be expected to fully perform under the terms of such agreements. Frequently, these institutions are also members of the bank group providing our credit facilities, which management believes further minimizes the risk of nonperformance.

64

The table below provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations, the table presents notional amounts and weighted average interest rates by contractual maturity dates. Notional amounts are used to calculate the contractual payments to be exchanged under the contract. Weighted average variable rates are based on December 31, 2013, LIBOR, HIBOR and SOR plus the applicable interest rate spread in accordance with the respective debt agreements. The information is presented in U.S. dollar equivalents, which is the Company’s reporting currency, for the years ending December 31:

	2014			2015			2016			2017			2018			Thereafter			Total			Fair Value(1)
	(In millions)
LIABILITIES
Long-term debt
Fixed rate	$	0.9		$	0.2		$	—		$	—		$	—		$	—		$	1.1		$	1.1
Average interest rate(2)	5.0		%	5.0		%	—		%	—		%	—		%	—		%	5.0		%
Variable rate	$	371.8		$	1,565.3		$	3,018.7		$	1,239.4		$	1,410.4		$	2,137.5		$	9,743.1		$	9,719.5
Average interest rate(2)	1.9		%	1.9		%	1.8		%	1.9		%	1.8		%	3.3		%	2.2		%
ASSETS
Cap Agreements(3)	$	0.1		$	—		$	0.1		$	—		$	—		$	—		$	0.2		$	0.2

_________________________

(1) The estimated fair values are based on level 2 inputs (quoted prices in markets that are not active).

(2) Based upon contractual interest rates for fixed rate indebtedness or current LIBOR, HIBOR and SOR for variable rate indebtedness. Based on variable rate debt levels as of December 31, 2013, an assumed 100 basis point change in LIBOR, HIBOR and SOR would cause our annual interest cost to change by approximately $86.3 million.

(3) As of December 31, 2013, we have 22 interest rate cap agreements with an aggregate fair value of $0.2 million based on quoted market values from the institutions holding the agreements.

Borrowings under the 2013 U.S. Credit Facility, as amended, bear interest, at our election, at either an adjusted Eurodollar rate or at an alternative base rate plus a credit spread. The revolving facility and term loan bear interest at the alternative base rate plus 0.5% per annum and 1.5% per annum, respectively, or at the adjusted Eurodollar rate (term loan is subject to a Eurodollar floor of 0.75%) plus 1.5% per annum and 2.5% per annum, respectively. Borrowings under the 2011 VML Credit Facility bear interest at either the adjusted Eurodollar rate or an alternative base rate (in the case of U.S. dollar denominated loans) or HIBOR (in the case of Hong Kong dollar and Macao pataca denominated loans), as applicable, plus a spread of 1.5% per annum to 2.25% per annum based on a specified consolidated leverage. Borrowings under the 2012 Singapore Credit Facility bear interest at SOR plus a spread of 1.85% per annum. Borrowings under the airplane financings bear interest at LIBOR plus approximately 1.5% per annum.

Foreign currency transaction gains for the year ended December 31, 2013, were $4.2 million primarily due to U.S. denominated debt held in Macao. We may be vulnerable to changes in the U.S. dollar/pataca exchange rate. Based on balances as of December 31, 2013, an assumed 1% change in the U.S. dollar/pataca exchange rate would cause a foreign currency transaction gain/loss of approximately $14.6 million. We do not hedge our exposure to foreign currencies; however, we maintain a significant amount of our operating funds in the same currencies in which we have obligations thereby reducing our exposure to currency fluctuations.

See also “— Liquidity and Capital Resources” and “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt.”

65

ITEM 8. — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

Financial Statements:
Reports of Independent Registered Public Accounting Firms	67
Consolidated Balance Sheets at December 31, 2013 and 2012	70
Consolidated Statements of Operations for each of the three years in the period ended December 31, 2013	71
Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2013	72
Consolidated Statements of Equity for each of the three years in the period ended December 31, 2013	73
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2013	74
Notes to Consolidated Financial Statements	76
Financial Statement Schedule:
Schedule II — Valuation and Qualifying Accounts	127

The financial information included in the financial statement schedule should be read in conjunction with the consolidated financial statements. All other financial statement schedules have been omitted because they are not applicable or the required information is included in the consolidated financial statements or the notes thereto.

66

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Las Vegas Sands Corp.

We have audited the accompanying consolidated balance sheet of Las Vegas Sands Corp. and subsidiaries (the "Company") as of December 31, 2013, and the related consolidated statement of operations, comprehensive income, equity, and cash flows for the year then ended. Our audit also included the 2013 financial information in the financial statement schedule listed in the Index at Item 15(a)(2). These financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit. The consolidated financial statements of the Company for the years ended December 31, 2012 and 2011, before the effects of the retrospective adjustments to the Condensed Consolidating Financial Information for a change in the composition of the Restricted Subsidiaries discussed in Note 18 to the consolidated financial statements, were audited by other auditors whose report, dated March 1, 2013, expressed an unqualified opinion on those statements. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such 2013 consolidated financial statements present fairly, in all material respects, the financial position of Las Vegas Sands Corp. and subsidiaries as of December 31, 2013, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the 2013 information in the financial statement schedule, when considered in relation to the basic 2013 consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We have also audited the adjustments to Note 18 of the 2012 and 2011 consolidated financial statements to retrospectively adjust the Condensed Consolidating Financial Information for a change in the composition of Restricted Subsidiaries in 2013, as discussed in Note 18 to the consolidated financial statements. Our procedures included (1) comparing the previously reported consolidating financial information to previously issued consolidating financial information in Note 18, (2) comparing the adjustments to the consolidating financial information to the Company’s underlying analysis, and (3) testing the mathematical accuracy of the underlying analysis and the recast consolidating financial information. In our opinion, such retrospective adjustments are appropriate and have been properly applied. However, we were not engaged to audit, review, or apply any procedures to the 2012 and 2011 consolidated financial statements of the Company other than with respect to such adjustments and, accordingly, we do not express an opinion or any form of assurance on the 2012 and 2011 consolidated financial statements taken as a whole. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2014 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP

Las Vegas, Nevada

February 28, 2014

67

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Las Vegas Sands Corp.

We have audited the internal control over financial reporting of Las Vegas Sands Corp. and subsidiaries (the "Company") as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of December 31, 2013 and for the year ended December 31, 2013 of the Company and our report dated February 28, 2014 expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ Deloitte & Touche LLP

Las Vegas, Nevada

February 28, 2014

68

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors and Shareholders of Las Vegas Sands Corp.

In our opinion, the consolidated balance sheet as of December 31, 2012 and the related consolidated statements of operations, comprehensive income, of equity and cash flows for each of the two years in the period ended December 31, 2012, before the effects of the adjustments to retrospectively reflect the change in the group of subsidiaries that are the Restricted Subsidiaries described in Note 18, present fairly, in all material respects, the financial position of Las Vegas Sands Corp. and its subsidiaries (the “Company”) at December 31, 2012, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America (the 2012 financial statements before the effects of the adjustments discussed in Note 18 are not presented herein). In addition, in our opinion, the financial statement schedule for each of the two years in the period ended December 31, 2012 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements before the effects of the adjustments described above. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits, before the effects of the adjustments described above, of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively reflect the change in the group of subsidiaries that are the Restricted Subsidiaries described in Note 18 and accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by other auditors.

/s/ PricewaterhouseCoopers LLP

Florham Park, New Jersey

March 1, 2013

69

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,
	2013			2012
	(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	3,600,414		$	2,512,766
Restricted cash and cash equivalents	6,839			4,521
Accounts receivable, net	1,762,110			1,819,260
Inventories	41,946			43,875
Deferred income taxes, net	—			2,299
Prepaid expenses and other	104,230			94,793
Total current assets	5,515,539			4,477,514
Property and equipment, net	15,358,953			15,766,748
Deferred financing costs, net	185,964			214,465
Restricted cash and cash equivalents	—			1,938
Deferred income taxes, net	13,821			43,280
Leasehold interests in land, net	1,428,819			1,458,741
Intangible assets, net	102,081			70,618
Other assets, net	119,087			130,348
Total assets	$	22,724,264		$	22,163,652
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	119,194		$	106,498
Construction payables	241,560			343,372
Accrued interest payable	6,551			15,542
Other accrued liabilities	2,194,866			1,895,483
Deferred income taxes	13,309			—
Income taxes payable	176,678			164,126
Current maturities of long-term debt	377,507			97,802
Total current liabilities	3,129,665			2,622,823
Other long-term liabilities	112,195			133,936
Deferred income taxes	173,211			185,945
Deferred proceeds from sale of The Shoppes at The Palazzo	268,541			267,956
Deferred gain on sale of The Grand Canal Shoppes	40,416			43,880
Deferred rent from mall sale transactions	116,955			118,435
Long-term debt	9,382,752			10,132,265
Total liabilities	13,223,735			13,505,240
Commitments and contingencies (Note 13)
Equity:
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 827,273,217 and 824,297,756 shares issued, and 818,702,936 and 824,297,756 shares outstanding	827			824
Treasury stock, at cost, 8,570,281 and zero shares	(570,520		)	—
Capital in excess of par value	6,348,065			6,237,488
Accumulated other comprehensive income	173,783			263,078
Retained earnings	1,713,339			560,452
Total Las Vegas Sands Corp. stockholders’ equity	7,665,494			7,061,842
Noncontrolling interests	1,835,035			1,596,570
Total equity	9,500,529			8,658,412
Total liabilities and equity	$	22,724,264		$	22,163,652

The accompanying notes are an integral part of these consolidated financial statements.

70

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2013			2012			2011
	(In thousands, except share and per share data)
Revenues:
Casino	$	11,386,917		$	9,008,158		$	7,437,002
Rooms	1,380,681			1,154,024			1,000,035
Food and beverage	730,259			628,528			598,823
Mall	481,400			396,927			325,123
Convention, retail and other	515,179			497,032			501,351
	14,494,436			11,684,669			9,862,334
Less — promotional allowances	(724,551		)	(553,537		)	(451,589		)
Net revenues	13,769,885			11,131,132			9,410,745
Operating expenses:
Casino	6,483,718			5,128,036			4,007,887
Rooms	271,942			237,303			210,052
Food and beverage	369,570			331,210			307,446
Mall	73,358			68,763			59,183
Convention, retail and other	317,869			304,263			338,109
Provision for doubtful accounts	237,786			239,332			150,456
General and administrative	1,329,740			1,061,935			836,924
Corporate	189,535			207,030			185,694
Pre-opening	13,339			143,795			65,825
Development	15,809			19,958			11,309
Depreciation and amortization	1,007,468			892,046			794,404
Amortization of leasehold interests in land	40,352			40,165			43,366
Impairment loss	—			143,674			—
Loss on disposal of assets	11,156			2,240			10,203
	10,361,642			8,819,750			7,020,858
Operating income	3,408,243			2,311,382			2,389,887
Other income (expense):
Interest income	16,337			23,252			14,394
Interest expense, net of amounts capitalized	(271,211		)	(258,564		)	(282,949		)
Other income (expense)	4,321			5,740			(3,955		)
Loss on modification or early retirement of debt	(14,178		)	(19,234		)	(22,554		)
Income before income taxes	3,143,512			2,062,576			2,094,823
Income tax expense	(188,836		)	(180,763		)	(211,704		)
Net income	2,954,676			1,881,813			1,883,119
Net income attributable to noncontrolling interests	(648,679		)	(357,720		)	(322,996		)
Net income attributable to Las Vegas Sands Corp.	2,305,997			1,524,093			1,560,123
Preferred stock dividends	—			—			(63,924		)
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family	—			—			(80,975		)
Preferred stock inducement, repurchase and redemption premiums	—			—			(145,716		)
Net income attributable to common stockholders	$	2,305,997		$	1,524,093		$	1,269,508
Earnings per share:
Basic	$	2.80		$	1.89		$	1.74
Diluted	$	2.79		$	1.85		$	1.56
Weighted average shares outstanding:
Basic	822,282,515			806,395,660			728,343,428
Diluted	826,316,108			824,556,036			811,816,687
Dividends declared per common share	$	1.40		$	3.75		$	—

The accompanying notes are an integral part of these consolidated financial statements.

71

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Year Ended December 31,
	2013			2012			2011
	(In thousands)
Net income	$	2,954,676		$	1,881,813		$	1,883,119
Currency translation adjustment, net of reclassification adjustment and before and after tax	(89,976		)	172,788			(32,793		)
Total comprehensive income	2,864,700			2,054,601			1,850,326
Comprehensive income attributable to noncontrolling interests	(647,998		)	(361,534		)	(325,618		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	2,216,702		$	1,693,067		$	1,524,708

The accompanying notes are an integral part of these consolidated financial statements.

72

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

	Las Vegas Sands Corp. Stockholder’s Equity
	Preferred Stock			Common Stock		Capital in Excess of Par Value			Treasury Stock			Accumulated Other Comprehensive Income			Retained Earnings			Noncontrolling Interests			Total
	(In thousands)
Balance at January 1, 2011	$	207,356		$	708	$	5,444,705		$	—		$	129,519		$	880,703		$	1,268,197		$	7,931,188
Net income	—			—		—			—			—			1,560,123			322,996			1,883,119
Currency translation adjustment	—			—		—			—			(35,415		)	—			2,622			(32,793		)
Exercise of stock options	—			2		24,223			—			—			—			1,280			25,505
Stock-based compensation	—			—		60,363			—			—			—			2,927			63,290
Issuance of restricted stock	—			1		(1		)	—			—			—			—			—
Exercise of warrants	(68,380		)	22		80,870			—			—			—			—			12,512
Disposition of interest in majority owned subsidiary	—			—		—			—			—			—			829			829
Repurchase and redemption of preferred stock	(138,976		)	—		—			—			—			(128,845		)	—			(267,821		)
Dividends declared, net of amounts previously accrued	—			—		—			—			—			(68,443		)	—			(68,443		)
Distributions to noncontrolling interests	—			—		—			—			—			—			(10,388		)	(10,388		)
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family	—			—		—			—			—			(80,975		)	—			(80,975		)
Preferred stock inducement premium	—			—		—			—			—			(16,871		)	—			(16,871		)
Balance at December 31, 2011	—			733		5,610,160			—			94,104			2,145,692			1,588,463			9,439,152
Net income	—			—		—			—			—			1,524,093			357,720			1,881,813
Currency translation adjustment, net of reclassification adjustment	—			—		—			—			168,974			—			3,814			172,788
Exercise of stock options	—			2		40,038			—			—			—			6,200			46,240
Stock-based compensation	—			—		63,102			—			—			—			3,264			66,366
Issuance of restricted stock	—			1		(1		)	—			—			—			—			—
Exercise of warrants	—			88		528,820			—			—			—			—			528,908
Acquisition of remaining shares of noncontrolling interest	—			—		(4,631		)	—			—			—			4,631			—
Dividends declared	—			—		—			—			—			(3,090,757		)	(357,056		)	(3,447,813		)
Distributions to noncontrolling interests	—			—		—			—			—			—			(10,466		)	(10,466		)
Deemed distribution to Principal Stockholder	—			—		—			—			—			(18,576		)	—			(18,576		)
Balance at December 31, 2012	—			824		6,237,488			—			263,078			560,452			1,596,570			8,658,412
Net income	—			—		—			—			—			2,305,997			648,679			2,954,676
Currency translation adjustment	—			—		—			—			(89,295		)	—			(681		)	(89,976		)
Exercise of stock options	—			3		60,065			—			—			—			9,528			69,596
Stock-based compensation	—			—		50,162			—			—			—			4,156			54,318
Repurchase of common stock	—			—		—			(570,520		)	—			—			—			(570,520		)
Exercise of warrants	—			—		350			—			—			—			—			350
Dividends declared	—			—		—			—			—			(1,153,110		)	(411,359		)	(1,564,469		)
Distributions to noncontrolling interests	—			—		—			—			—			—			(11,858		)	(11,858		)
Balance at December 31, 2013	$	—		$	827	$	6,348,065		$	(570,520	)	$	173,783		$	1,713,339		$	1,835,035		$	9,500,529

The accompanying notes are an integral part of these consolidated financial statements.

73

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2013			2012			2011
	(In thousands)
Cash flows from operating activities:
Net income	$	2,954,676		$	1,881,813		$	1,883,119
Adjustments to reconcile net income to net cash generated from operating activities:
Depreciation and amortization	1,007,468			892,046			794,404
Amortization of leasehold interests in land	40,352			40,165			43,366
Amortization of deferred financing costs and original issue discount	56,792			50,476			47,188
Amortization of deferred gain and rent	(4,944		)	(4,944		)	(8,418		)
Non-cash change in deferred proceeds from sale of The Shoppes at The Palazzo	1,376			1,732			1,513
Loss on modification or early retirement of debt	3,255			16,313			19,595
Impairment and loss on disposal of assets	11,156			145,914			10,203
Stock-based compensation expense	53,377			65,428			62,714
Provision for doubtful accounts	237,786			239,332			150,456
Foreign exchange gain	(13,029		)	(2,799		)	(176		)
Deferred income taxes	(4,245		)	5,188			90,927
Changes in operating assets and liabilities:
Accounts receivable	(209,055		)	(675,461		)	(789,163		)
Inventories	1,113			(8,355		)	(2,841		)
Prepaid expenses and other	(1,134		)	(32,995		)	13,354
Leasehold interests in land	(47,906		)	(45,542		)	(43,327		)
Accounts payable	13,777			788			(9,565		)
Accrued interest payable	(8,608		)	(17,005		)	(10,917		)
Income taxes payable	18,911			47,309			111,920
Other accrued liabilities	328,294			458,354			298,144
Net cash generated from operating activities	4,439,412			3,057,757			2,662,496
Cash flows from investing activities:
Change in restricted cash and cash equivalents	(382		)	693			804,394
Capital expenditures	(898,111		)	(1,449,234		)	(1,508,493		)
Proceeds from disposal of property and equipment	32,155			2,909			6,093
Acquisition of intangible assets	(45,871		)	—			(100		)
Net cash used in investing activities	(912,209		)	(1,445,632		)	(698,106		)
Cash flows from financing activities:
Proceeds from exercise of stock options	69,596			46,240			25,505
Repurchase of common stock	(561,150		)	—			—
Proceeds from exercise of warrants	350			528,908			12,512
Dividends paid	(1,564,049		)	(3,442,312		)	(75,297		)
Distributions to noncontrolling interests	(11,858		)	(10,466		)	(10,388		)
Deemed distribution to Principal Stockholder	—			(18,576		)	—
Proceeds from long-term debt (Note 8)	3,183,107			4,351,486			3,201,535
Repayments of long-term debt (Note 8)	(3,513,032		)	(4,399,698		)	(3,300,310		)
Repurchases and redemption of preferred stock	—			—			(845,321		)
Payments of preferred stock inducement premium	—			—			(16,871		)
Payments of deferred financing costs	(35,414		)	(100,888		)	(84,826		)
Net cash used in financing activities	(2,432,450		)	(3,045,306		)	(1,093,461		)
Effect of exchange rate on cash	(7,105		)	43,229			(5,292		)
Increase (decrease) in cash and cash equivalents	1,087,648			(1,389,952		)	865,637
Cash and cash equivalents at beginning of year	2,512,766			3,902,718			3,037,081
Cash and cash equivalents at end of year	$	3,600,414		$	2,512,766		$	3,902,718

74

	Year Ended December 31,
	2013			2012			2011
	(In thousands)
Supplemental disclosure of cash flow information:
Cash payments for interest, net of amounts capitalized	$	208,242		$	209,091		$	246,783
Cash payments for taxes, net of refunds	$	173,276		$	115,045		$	(5,423	)
Changes in construction payables	$	(101,812	)	$	(16,537	)	$	(157,072	)
Non-cash investing and financing activities:
Capitalized stock-based compensation costs	$	941		$	938		$	576
Change in dividends payable on unvested restricted stock and stock units included in other accrued liabilities	$	420		$	5,501		$	—
Property and equipment acquired under capital lease	$	2,761		$	10,109		$	—
Repurchase of common stock included in other accrued liabilities	$	9,370		$	—		$	—
Acquisition of remaining shares of noncontrolling interest	$	—		$	4,631		$	—
Disposition of interest in majority owned subsidiary	$	—		$	—		$	829
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family	$	—		$	—		$	80,975
Warrants exercised and settled through tendering of preferred stock	$	—		$	—		$	68,380

The accompanying notes are an integral part of these consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization and Business of Company

Las Vegas Sands Corp. (“LVSC” or together with its subsidiaries, the “Company”) is incorporated in Nevada and its common stock is traded on the New York Stock Exchange under the symbol “LVS.”

The ordinary shares of the Company’s subsidiary, Sands China Ltd. (“SCL,” the direct or indirect owner and operator of the majority of the Company’s operations in the Macao Special Administrative Region (“Macao”) of the People’s Republic of China), is traded on The Main Board of The Stock Exchange of Hong Kong Limited (“SEHK”). The shares of SCL were not, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered or sold in the U.S. absent a registration under the Securities Act of 1933, as amended, or an applicable exception from such registration requirements.

Operations

Macao

The Company currently owns 70.2% of SCL, which includes the operations of The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Sands Macao and other ancillary operations that support these properties, as further discussed below. The Company operates the gaming areas within these properties pursuant to a 20-year gaming subconcession.

The Company owns and operates The Venetian Macao Resort Hotel (“The Venetian Macao”), which anchors the Cotai Strip, the Company’s master-planned development of integrated resort properties on an area of approximately 140 acres in Macao (consisting of parcels referred to as 1, 2, 3 and 5 and 6). The Venetian Macao (located on parcel 1) includes a 39-floor luxury hotel with over 2,900 suites; approximately 385,000 square feet of gaming space; a 15,000-seat arena; an 1,800-seat theater; a mall with retail and dining space of approximately 923,000 square feet; and a convention center and meeting room complex of approximately 1.2 million square feet.

The Company owns the Sands Cotai Central (located on parcels 5 and 6), an integrated resort situated across the street from The Venetian Macao and Four Seasons Macao (which is further described below). In April 2012, the Company opened the first hotel tower on parcel 5, consisting of approximately 600 five-star rooms and suites under the Conrad brand and approximately 1,200 four-star rooms and suites under the Holiday Inn brand. The Company also opened more than 350,000 square feet of meeting space; several food and beverage establishments; along with the 230,000-square-foot casino and VIP gaming areas, all of which are operated by the Company. In September 2012, the Company opened the first hotel tower on parcel 6, consisting of approximately 1,800 rooms under the Sheraton brand and opened the second casino and additional retail, entertainment, dining and meeting facilities, which are operated by the Company. In January 2013, the second hotel tower on parcel 6 opened, featuring approximately 2,100 rooms and suites under the Sheraton brand. The Company has begun construction on the remaining phase of the integrated resort, which will include a fourth hotel and mixed-use tower, located on parcel 5, under the St. Regis brand. The total cost to complete the remaining phase is expected to be approximately $700 million. Upon completion of the project, the integrated resort will feature approximately 350,000 square feet of gaming space, approximately 800,000 square feet of retail, entertainment and dining space, over 550,000 square feet of meeting facilities and a multipurpose theater (to open in 2014). As of December 31, 2013, the Company has capitalized costs of $4.15 billion for the entire project, including the land premium (net of amortization) and $87.6 million in outstanding construction payables.

The Company owns the Four Seasons Hotel Macao, Cotai Strip (the “Four Seasons Hotel Macao”), which features 360 rooms and suites managed and operated by Four Seasons Hotels Inc. and is located adjacent and connected to The Venetian Macao. Connected to the Four Seasons Hotel Macao, the Company owns and operates the Plaza Casino (together with the Four Seasons Hotel Macao, the “Four Seasons Macao,” which is located on parcel 2), which features approximately 113,000 square feet of gaming space; 19 Paiza mansions; retail space of approximately 260,000 square feet, which is connected to the mall at The Venetian Macao; several food and beverage offerings; and conference, banquet and other facilities. This integrated resort will also feature the Four Seasons Apartment Hotel Macao, Cotai Strip (the “Four Seasons Apartments”), an apart-hotel tower that consists of approximately 1.0 million square feet of Four Seasons-serviced and -branded luxury apart-hotel units and common areas. The Company has completed the structural work of the tower and is advancing its plans to monetize units within the Four Seasons Apartments.

The Company owns and operates the Sands Macao, the first Las Vegas-style casino in Macao. The Sands Macao offers approximately 260,000 square feet of gaming space and a 289-suite hotel tower, as well as several restaurants, VIP facilities, a theater and other high-end services and amenities.

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Singapore

The Company owns and operates the Marina Bay Sands in Singapore, which features three 55-story hotel towers (totaling approximately 2,600 rooms and suites), the Sands SkyPark (which sits atop the hotel towers and features an infinity swimming pool and several dining options), approximately 160,000 square feet of gaming space, an enclosed retail, dining and entertainment complex of approximately 800,000 net leasable square feet, a convention center and meeting room complex of approximately 1.2 million square feet, theaters and a landmark iconic structure at the bay-front promenade that contains an art/science museum.

United States

Las Vegas

The Company owns and operates The Venetian Resort Hotel Casino (“The Venetian Las Vegas”), a Renaissance Venice-themed resort; The Palazzo Resort Hotel Casino (“The Palazzo”), a resort featuring modern European ambience and design; and an expo and convention center of approximately 1.2 million square feet (the “Sands Expo Center”). These Las Vegas properties, situated on or near the Las Vegas Strip, form an integrated resort with approximately 7,100 suites; approximately 225,000 square feet of gaming space; a meeting and conference facility of approximately 1.1 million square feet; and the Grand Canal Shoppes, which consist of two enclosed retail, dining and entertainment complexes that were sold to GGP Limited Partnership (“GGP”, see “— Note 12 — Mall Sales”).

Pennsylvania

The Company owns and operates the Sands Casino Resort Bethlehem (the “Sands Bethlehem”), a gaming, hotel, retail and dining complex located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania. Sands Bethlehem features approximately 145,000 square feet of gaming space; a 300-room hotel tower; a 150,000-square-foot retail facility; an arts and cultural center; and a 50,000-square-foot multipurpose event center, which opened in May 2012. The Company owns 86% of the economic interest in the gaming, hotel and entertainment portion of the property through its ownership interest in Sands Bethworks Gaming LLC and more than 35% of the economic interest in the retail portion of the property through its ownership interest in Sands Bethworks Retail LLC.

Development Projects

Macao

The Company submitted plans to the Macao government for The Parisian Macao (located on parcel 3), an integrated resort that will be connected to The Venetian Macao and Four Seasons Macao. The Parisian Macao, which is currently expected to open in late 2015, is intended to include a gaming area (to be operated under the Company’s gaming subconcession), hotel and shopping mall. The Company expects the cost to design, develop and construct The Parisian Macao will be approximately $2.7 billion, inclusive of payments made for the land premium. The Company has commenced construction activities and has capitalized costs of $376.0 million, including the land premium (net of amortization), as of December 31, 2013. In addition, the Company will be completing the development of some public areas surrounding its Cotai Strip properties on behalf of the Macao government.

Under the Company’s land concession for Sands Cotai Central, the Company is required to complete the development by May 2014. The Company has applied for an extension from the Macao government to complete Sands Cotai Central, as the Company will be unable to meet the May 2014 deadline. The land concession for The Parisian Macao contains a similar requirement, which was extended by the Macao government in July 2012, that the development be completed by April 2016. Should the Company determine that it is unable to complete The Parisian Macao by April 2016, the Company would then also expect to apply for another extension from the Macao government. If the Company is unable to meet The Parisian Macao deadline and the deadlines for either development are not extended, the Company could lose its land concessions for Sands Cotai Central or The Parisian Macao, which would prohibit the Company from operating any facilities developed under the respective land concessions. As a result, the Company could record a charge for all or some portion of its $4.15 billion or $376.0 million in capitalized construction costs and land premiums (net of amortization), as of December 31, 2013, related to Sands Cotai Central and The Parisian Macao, respectively.

United States

The Company was constructing a high-rise residential condominium tower (the “Las Vegas Condo Tower”), located on the Las Vegas Strip between The Palazzo and The Venetian Las Vegas. The Company suspended construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions. The Company intends to recommence construction when demand and conditions improve. As of December 31, 2013, the Company has capitalized construction costs of $178.6 million for this project. The impact of the suspension on the estimated overall cost of the project is

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currently not determinable with certainty. Should demand and conditions fail to improve or management decide to abandon the project, the Company could record a charge for some portion of the $178.6 million in capitalized construction costs as of December 31, 2013.

Other

The Company continues to aggressively pursue a variety of new development opportunities around the world.

Capital Financing Overview

Through December 31, 2013, the Company has funded its development projects primarily through borrowings under its credit facilities, operating cash flows, proceeds from its equity offerings and proceeds from the disposition of non-core assets.

The Company held unrestricted cash and cash equivalents of approximately $3.60 billion and restricted cash and cash equivalents of $6.8 million as of December 31, 2013. The Company believes the cash on hand and cash flow generated from operations will be sufficient to maintain compliance with the financial covenants of its credit facilities. The Company may elect to arrange additional financing to fund the balance of its Cotai Strip developments. In the normal course of its activities, the Company will continue to evaluate its capital structure and opportunities for enhancements thereof, including evaluating strategic alternatives related to the Company’s Pennsylvania operations. In December 2013, the Company entered into its $3.5 billion 2013 U.S. Credit Facility, which was primarily used to repay the outstanding indebtedness under the prior senior secured credit facility (see “— Note 8 — Long-term Debt — Corporate and U.S. Related — 2013 U.S. Credit Facility”). The Company is currently in the process of amending and restating its Macao credit facility, which will allow each lender holding term loans under the facility to extend the maturity of its term loans to 2020 and will provide for new revolving loan commitments of $2.0 billion. The Company will also have the option to raise incremental senior secured and unsecured debt under existing baskets within the amended credit facility. The amendment, which is subject to approval of the lenders and certain Macao government approvals, is anticipated to close during the first quarter of 2014 (see “— Note 8 — Long-term Debt — Macao Related — 2011 VML Credit Facility”).

Note 2 — Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and variable interest entities (“VIEs”) in which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

Management’s determination of the appropriate accounting method with respect to the Company’s variable interests is based on accounting standards for VIEs issued by the Financial Accounting Standards Board (“FASB”). The Company consolidates any VIEs in which it is the primary beneficiary and discloses significant variable interests in VIEs of which it is not the primary beneficiary, if any.

The Company has entered into various joint venture agreements with independent third parties. The operations of these joint ventures have been consolidated by the Company due to the Company’s significant investment in these joint ventures, its power to direct the activities of the joint ventures that would significantly impact their economic performance and the obligation to absorb potentially significant losses or the rights to receive potentially significant benefits from these joint ventures. The Company evaluates its primary beneficiary designation on an ongoing basis and will assess the appropriateness of the VIE’s status when events have occurred that would trigger such an analysis.

As of December 31, 2013 and 2012, the Company’s joint ventures had total assets of $103.9 million and $94.5 million, respectively, and total liabilities of $125.4 million and $95.8 million, respectively.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could vary from those estimates.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Such investments are carried at cost, which is a reasonable estimate of their fair value. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds.

Accounts Receivable and Credit Risk

Accounts receivable are comprised of casino, hotel and other receivables, which do not bear interest and are recorded at cost. The Company extends credit to approved casino customers following background checks and investigations of creditworthiness. The Company also extends credit to its junkets in Macao, which receivables can be offset against commissions payable to the respective junkets. Business or economic conditions, the legal enforceability of gaming debts, or other significant events in foreign countries could affect the collectability of receivables from customers and junkets residing in these countries.

The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on specific customer information, historical write-off experience and current industry and economic data. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Management believes that there are no concentrations of credit risk for which an allowance has not been established. Although management believes that the allowance is adequate, it is possible that the estimated amount of cash collections with respect to accounts receivable could change.

Inventories

Inventories consist primarily of food, beverage and retail products, and operating supplies, which are stated at the lower of cost or market. Cost is determined by the weighted average and specific identification methods.

Property and Equipment

Property and equipment are stated at the lower of cost or fair value. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets, which do not exceed the lease term for leasehold improvements, as follows:

Land improvements, building and building improvements	15 to 40 years
Furniture, fixtures and equipment	3 to 20 years
Leasehold improvements	3 to 10 years
Transportation	5 to 20 years

The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations such as contractual life. Future events, such as property expansions, property developments, new competition or new regulations, could result in a change in the manner in which the Company uses certain assets requiring a change in the estimated useful lives of such assets.

Maintenance and repairs that neither materially add to the value of the asset nor appreciably prolong its life are charged to expense as incurred. Gains or losses on disposition of property and equipment are included in the consolidated statements of operations.

The Company evaluates its property and equipment and other long-lived assets for impairment in accordance with related accounting standards. For assets to be disposed of, the Company recognizes the asset to be sold at the lower of carrying value or fair value less costs of disposal. Fair value for assets to be disposed of is estimated based on comparable asset sales, solicited offers or a discounted cash flow model.

For assets to be held and used (including projects under development), fixed assets are reviewed for impairment whenever indicators of impairment exist. If an indicator of impairment exists, the Company first groups its assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the “asset group”). Secondly, the Company estimates the undiscounted future cash flows that are directly associated with and expected to arise from the completion, use and eventual disposition of such asset group. The Company estimates the undiscounted cash flows over the remaining useful life of the primary asset within the asset group. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

To estimate the undiscounted cash flows of the Company’s asset groups, the Company considers all potential cash flow scenarios, which are probability weighted based on management’s estimates given current conditions. Determining the recoverability of the Company’s asset groups is judgmental in nature and requires the use of significant estimates and assumptions, including estimated cash flows, probability weighting of potential scenarios, costs to complete construction for assets under development, growth rates and future market conditions, among others. Future changes to the Company’s estimates and assumptions based upon changes in macro-economic factors, regulatory environments, operating results or management’s intentions may result in future changes to the recoverability of these asset groups.

For assets to be held for sale, the fixed assets (the “disposal group”) are measured at the lower of their carrying amount or fair value less cost to sell. Losses are recognized for any initial or subsequent write-down to fair value less cost to sell, while gains are recognized for any subsequent increase in fair value less cost to sell, but not in excess of the cumulative loss previously recognized. Any gains or losses not previously recognized that result from the sale of the disposal group shall be recognized at the date of sale. Fixed assets are not depreciated while classified as held for sale.

During the years ended December 31, 2013 and 2011, no assets were impaired. During December 31, 2012, the Company recognized an impairment loss of $143.7 million, primarily related to $100.7 million of capitalized construction costs related to the Company’s former Cotai Strip development (referred to as parcels 7 and 8) and a $42.9 million impairment due to the termination of ZAiA at The Venetian Macao.

Capitalized Interest and Internal Costs

Interest costs associated with major construction projects are capitalized and included in the cost of the projects. When no debt is incurred specifically for construction projects, interest is capitalized on amounts expended using the weighted average cost of the Company’s outstanding borrowings. Capitalization of interest ceases when the project is substantially complete or construction activity is suspended for more than a brief period. During the years ended December 31, 2013, 2012 and 2011, the Company capitalized interest expense of $4.7 million, $49.3 million and $127.1 million, respectively.

During the years ended December 31, 2013, 2012 and 2011, the Company capitalized approximately $24.2 million, $20.3 million and $19.8 million, respectively, of internal costs, consisting primarily of compensation expense for individuals directly involved with the development and construction of property.

Deferred Financing Costs and Original Issue Discounts

Deferred financing costs and original issue discounts are amortized to interest expense based on the terms of the related debt instruments using the effective interest method.

Leasehold Interests in Land

Leasehold interests in land represent payments made for the use of land over an extended period of time. The leasehold interests in land are amortized on a straight-line basis over the expected term of the related lease agreements.

Indefinite Useful Life Assets

Assets with indefinite useful lives are regularly assessed to ensure they continue to meet the indefinite useful life criteria. These assets are not subject to amortization and are tested for impairment and recoverability annually or more frequently if events or circumstances indicate that the assets might be impaired. When performing the impairment analysis, the Company first conducts a qualitative assessment to determine whether it is “more-likely-than-not” that the asset is impaired. If, after assessing the qualitative factors, it is determined that it is “more-likely-than-not” that the asset is impaired, the Company then performs an impairment test that consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of the asset is not recoverable and exceeds its fair value, an impairment will be recognized in an amount equal to that excess. If the carrying amount of the asset does not exceed the fair value, no impairment is recognized.

As of December 31, 2013, the Company had assets of $50.0 million and $16.5 million related to its Sands Bethlehem gaming license and table games certificate, respectively, both of which were determined to have an indefinite useful life and have been recorded within intangible assets in the accompanying consolidated balance sheets. For the years ended December 31,2013 and 2012, the annual impairment analysis included an assessment of certain qualitative factors including, but not limited to, the results of the most recent fair value calculation, current year and projected operating results, and macro-economic and industry conditions. The Company considered the qualitative factors and determined that it was not “more-likely-than-not” that the indefinite lived intangible assets were impaired. For the year ended December 31, 2011, a quantitative analysis was performed and the fair value of the Company’s gaming license and table games certificate was estimated using the Company’s expected adjusted property

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EBITDA (as defined in “— Note 17 — Segment Information”), combined with estimated future tax-affected cash flows and a terminal value using the Gordon Growth Model, which were discounted to present value at rates commensurate with the Company’s capital structure and the prevailing borrowing rates within the casino industry in general. Adjusted property EBITDA and discounted cash flows are common measures used to value cash-intensive businesses such as casinos. Determining the fair value of the gaming license and table games certificate is judgmental in nature and requires the use of significant estimates and assumptions, including adjusted property EBITDA, growth rates, discount rates and future market conditions, among others.

Although the Company believes the qualitative factors considered in the impairment analysis are reasonable, significant changes in any one of the assumptions could produce a different result. Future changes to the Company’s estimates and assumptions based upon changes in macro-economic factors, operating results or management’s intentions may result in future changes to the fair value of the gaming license and table games certificate. No impairment charge related to these assets was recorded for the years ended December 31, 2013, 2012 and 2011.

Revenue Recognition and Promotional Allowances

Casino revenue is the aggregate of gaming wins and losses. The commissions rebated directly or indirectly through junkets to customers, cash discounts and other cash incentives to customers related to gaming play are recorded as a reduction to gross casino revenue. Hotel revenue recognition criteria are met at the time of occupancy. Food and beverage revenue recognition criteria are met at the time of service. Deposits for future hotel occupancy or food and beverage services contracts are recorded as deferred income until revenue recognition criteria are met. Cancellation fees for hotel and food and beverage services are recognized upon cancellation by the customer. Mall revenue is primarily generated from base rents and overage rents received through long-term leases with retail tenants. Base rent, adjusted for contractual escalations, is recognized on a straight-lined basis over the term of the related lease. Overage rent is paid by a tenant when its sales exceed an agreed upon minimum amount and is not recognized by the Company until the thresholds are met. Convention revenues are recognized when the related service is rendered or the event is held.

In accordance with industry practice, the retail value of rooms, food and beverage, and other services furnished to the Company’s guests without charge is included in gross revenue and then deducted as promotional allowances. The estimated retail value of such promotional allowances is included in operating revenues as follows (in thousands):

	Year Ended December 31,
	2013		2012		2011
Rooms	$	366,353	$	256,738	$	182,831
Food and beverage	222,195		185,292		169,576
Convention, retail and other	136,003		111,507		99,182
	$	724,551	$	553,537	$	451,589

The estimated departmental cost of providing such promotional allowances, which is included primarily in casino operating expenses, is as follows (in thousands):

	Year Ended December 31,
	2013		2012		2011
Rooms	$	88,379	$	62,201	$	38,038
Food and beverage	167,223		140,403		119,238
Convention, retail and other	88,214		73,106		75,600
	$	343,816	$	275,710	$	232,876

Gaming Taxes

The Company is subject to taxes based on gross gaming revenue in the jurisdictions in which it operates, subject to applicable jurisdictional adjustments. These gaming taxes, including the goods and services tax in Singapore, are an assessment on the Company’s gaming revenue and are recorded as a casino expense in the accompanying consolidated statements of operations. These taxes were $4.54 billion, $3.53 billion and $2.72 billion for the years ended December 31, 2013, 2012 and 2011, respectively.

Frequent Players Program

The Company has established promotional clubs to encourage repeat business from frequent and active slot machine customers and table games patrons. Members earn points primarily based on gaming activity and such points can be redeemed for

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cash, free play and other free goods and services. The Company accrues for club points expected to be redeemed for cash and free play as a reduction to gaming revenue and accrues for club points expected to be redeemed for free goods and services primarily as casino expense. The accruals are based on estimates and assumptions regarding the mix of cash, free play and other free goods and services that will be redeemed and the costs of providing those benefits. Historical data is used to assist in the determination of the estimated accruals.

Pre-Opening and Development Expenses

The Company accounts for costs incurred in the development and pre-opening phases of new ventures in accordance with accounting standards regarding start-up activities. Pre-opening expenses represent personnel and other costs incurred prior to the opening of new ventures and are expensed as incurred. Development expenses include the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are also expensed as incurred.

Advertising Costs

Costs for advertising are expensed the first time the advertising takes place or as incurred. Advertising costs included in the accompanying consolidated statements of operations were $117.8 million, $97.8 million and $51.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Corporate Expenses

Corporate expense represents payroll, travel, professional fees and various other expenses not allocated or directly related to the Company’s integrated resort operations and related ancillary operations.

Foreign Currency

The Company accounts for currency translation in accordance with accounting standards regarding foreign currency translation. Gains or losses from foreign currency remeasurements are included in other income (expense). Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date and income statement accounts are translated at the average exchange rates during the year. Translation adjustments resulting from this process are charged or credited to other comprehensive income.

Comprehensive Income and Accumulated Other Comprehensive Income

Comprehensive income includes net income and all other non-stockholder changes in equity, or other comprehensive income. The balance of accumulated other comprehensive income consisted solely of foreign currency translation adjustments. During the year ended December 31, 2012, a $6.6 million gain related to the dissolution of a wholly owned foreign subsidiary was reclassified from accumulated other comprehensive income and comprehensive income to net income. This amount is included in other income (expense) in the accompanying consolidated statements of operations.

Earnings Per Share

The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings per share consisted of the following:

	Year Ended December 31,
	2013	2012	2011
Weighted average common shares outstanding (used in the calculation of basic earnings per share)	822,282,515	806,395,660	728,343,428
Potential dilution from stock options, warrants and restricted stock and stock units	4,033,593	18,160,376	83,473,259
Weighted average common and common equivalent shares (used in the calculation of diluted earnings per share)	826,316,108	824,556,036	811,816,687
Antidilutive stock options excluded from the calculation of diluted earnings per share	4,455,109	4,700,981	5,493,706

Stock-Based Employee Compensation

The Company accounts for its stock-based employee compensation in accordance with accounting standards regarding share-based payment, which establishes accounting for equity instruments exchanged for employee services. Stock-based compensation

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cost is measured at the grant date, based on the calculated fair value of the award, and is recognized over the employee’s requisite service period (generally the vesting period of the equity grant). The Company’s stock-based employee compensation plans are more fully discussed in “— Note 14 — Stock-Based Employee Compensation.”

Income Taxes

The Company is subject to income taxes in the U.S. (including federal and state) and numerous foreign jurisdictions in which it operates. The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes require a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is “more-likely-than-not” that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more-likely-than-not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring, and tax planning strategies.

The Company recorded valuation allowances on the net deferred tax assets of certain foreign jurisdictions of $217.8 million and $209.4 million, as of December 31, 2013 and 2012, respectively, and a valuation allowance on the deferred tax assets of our U.S. operations of $1.30 billion and $1.18 billion as of December 31, 2013 and 2012, respectively. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period and consider the scheduled reversal of deferred tax liabilities, sources of taxable income and tax planning strategies. To the extent that the financial results of these operations improve and it becomes “more-likely-than-not” that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance.

Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provide a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is “more-likely-than-not” that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and for which actual outcomes may be different.

Accounting for Derivative Instruments and Hedging Activities

Accounting standards require that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If specific conditions are met, a derivative may be specifically designated as a hedge of specific financial exposures. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and, if used in hedging activities, on its effectiveness as a hedge.

The Company has a policy aimed at managing interest rate risk associated with its current and anticipated future borrowings. This policy enables the Company to use any combination of interest rate swaps, futures, options, caps and similar instruments. To the extent the Company employs such financial instruments pursuant to this policy, and the instruments qualify for hedge accounting, they are accounted for as hedging instruments. In order to qualify for hedge accounting, the underlying hedged item must expose the Company to risks associated with market fluctuations and the financial instrument used must be designated as a hedge and must reduce the Company’s exposure to market fluctuation throughout the hedge period. If these criteria are not met, a change in the market value of the financial instrument is recognized as a gain or loss in results of operations in the period of change.

Otherwise, gains and losses are recognized in comprehensive income or loss except to the extent that the financial instrument is disposed of prior to maturity. Net interest paid or received pursuant to the financial instrument is included as interest expense in the period.

Recent Accounting Pronouncements

In July 2012, the FASB issued authoritative guidance that is intended to simplify testing indefinite lived intangible assets other than goodwill for impairment. The revised standard allows companies to perform a qualitative assessment to determine whether further impairment testing of indefinite lived intangible assets is necessary. An entity is not required to calculate the fair value of an indefinite lived intangible asset and perform the quantitative impairment test unless the entity determines that it is

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“more-likely-than-not” that the asset is impaired. The guidance is effective for interim and annual impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The adoption of this guidance did not have a material effect on the Company’s financial condition, results of operations or cash flows.

In February 2013, the FASB issued authoritative guidance on the reporting of reclassifications out of accumulated other comprehensive income. The guidance requires an entity to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount is reclassified to net income in its entirety in the same reporting period. The guidance is effective for fiscal years beginning after December 15, 2012, with early adoption permitted. The adoption of this guidance did not have a material effect on the Company’s financial condition, results of operations or cash flows.

In July 2013, the FASB issued authoritative guidance on the presentation of an unrecognized tax benefit when a loss or tax credit carryforward exists. The guidance requires the netting of unrecognized tax benefits against a deferred tax asset for a loss or tax credit carryforward that would apply in settlement of the uncertain tax positions. The Company adopted the guidance prospectively effective for the fiscal year ended December 31, 2013. The adoption of this guidance did not have a material effect of the Company’s financial condition, results of operations or cash flow. See “— Note 10 — Income Taxes” for a discussion regarding unrecognized tax benefits.

Note 3 — Accounts Receivable, Net

Accounts receivable consists of the following (in thousands):

	December 31,
	2013			2012
Casino	$	2,110,749		$	2,060,478
Mall	125,761			121,213
Rooms	106,935			81,723
Other	48,392			47,528
	2,391,837			2,310,942
Less — allowance for doubtful accounts	(629,727		)	(491,682		)
	$	1,762,110		$	1,819,260

Note 4 — Property and Equipment, Net

Property and equipment consists of the following (in thousands):

	December 31,
	2013			2012
Land and improvements	$	553,561		$	515,538
Building and improvements	15,226,566			14,414,026
Furniture, fixtures, equipment and leasehold improvements	2,849,502			2,557,071
Transportation	439,976			411,671
Construction in progress	1,150,349			1,824,531
	20,219,954			19,722,837
Less — accumulated depreciation and amortization	(4,861,001		)	(3,956,089		)
	$	15,358,953		$	15,766,748

Construction in progress consists of the following (in thousands):

	December 31,
	2013		2012
Four Seasons Macao (principally the Four Seasons Apartments)	$	394,404	$	415,367
The Parisian Macao	318,914		59,510
Sands Cotai Central	111,704		913,432
Other	325,327		436,222
	$	1,150,349	$	1,824,531

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The $325.3 million in other construction in progress consists primarily of construction of the Las Vegas Condo Tower and various projects at The Venetian Macao.

In accordance with the April 2004 purchase and sale agreement, as amended, between Venetian Casino Resort, LLC (“VCR”) and GGP (the “Amended Agreement”), the Company sold the portion of the Grand Canal Shoppes located within The Palazzo (formerly referred to as "The Shoppes at the Palazzo," see “— Note 12 — Mall Sales — The Shoppes at The Palazzo”). Under terms of the settlement with GGP on June 24, 2011, the Company retained the $295.4 million of proceeds previously received and participates in certain potential future revenues earned by GGP. Under generally accepted accounting principles, the transaction has not been accounted for as a sale because the Company’s participation in certain potential future revenues constitutes continuing involvement in The Shoppes at The Palazzo. Therefore, $266.2 million of the proceeds allocated to the mall sale transaction has been recorded as deferred proceeds (a long-term financing obligation), which will accrue interest at an imputed rate and will be offset by (i) imputed rental income and (ii) rent payments made to GGP related to spaces leased back from GGP by the Company. The property and equipment legally sold to GGP totaling $239.3 million (net of $72.1 million of accumulated depreciation) as of December 31, 2013, will continue to be recorded on the Company’s consolidated balance sheet and will continue to be depreciated in the Company’s consolidated statement of operations.

The cost and accumulated depreciation of property and equipment that the Company is leasing to third parties, primarily as part of its mall operations, was $1.04 billion and $203.3 million, respectively, as of December 31, 2013. The cost and accumulated depreciation of property and equipment that the Company is leasing to these third parties was $1.01 billion and $154.2 million, respectively, as of December 31, 2012.

The cost and accumulated depreciation of property and equipment that the Company is leasing under capital lease arrangements was $41.0 million and $12.5 million, respectively, as of December 31, 2013. The cost and accumulated depreciation of property and equipment that the Company is leasing under capital lease arrangements was $38.8 million and $8.8 million, respectively, as of December 31, 2012.

During the year ended December 31, 2013, no assets were impaired. In May 2012, the Company withdrew its appeal regarding the Company’s application not being approved by the Macao government for a land concession related to its Cotai Strip development (formerly referred to as parcels 7 and 8) and recorded an impairment loss of $100.7 million during the year ended December 31, 2012, related to the capitalized construction costs of its development on parcels 7 and 8. The Company also recorded a one-time impairment loss of $42.9 million related to the termination of the ZAiA show at The Venetian Macao during the year ended December 31, 2012.

The Company suspended portions of its development projects. As described in “— Note 1 — Organization and Business of Company,” the Company may be required to record an impairment charge related to these developments in the future.

Note 5 — Leasehold Interests in Land, Net

Leasehold interests in land consist of the following (in thousands):

	December 31,
	2013			2012
Marina Bay Sands	$	1,083,249		$	1,125,136
Sands Cotai Central	236,588			191,653
The Venetian Macao	176,536			174,893
Four Seasons Macao	87,620			87,020
The Parisian Macao	74,102			73,916
Sands Macao	27,795			27,572
	1,685,890			1,680,190
Less — accumulated amortization	(257,071		)	(221,449		)
	$	1,428,819		$	1,458,741

The Company amortizes the leasehold interests in land on a straight-line basis over the expected term of the lease. Amortization expense of $40.4 million, $40.2 million and $43.4 million was included in amortization of leasehold interests in land expense for the years ended December 31, 2013, 2012 and 2011, respectively. The estimated future amortization expense is approximately $42.4 million for each of the next five years and $1.47 billion thereafter at exchange rates in effect on December 31, 2013.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Land concessions in Macao generally have an initial term of 25 years with automatic extensions of 10 years thereafter in accordance with Macao law. The Company has received land concessions from the Macao government to build on parcels 1, 2, 3 and 5 and 6; the sites on which The Venetian Macao (parcel 1), Four Seasons Macao (parcel 2) and Sands Cotai Central (parcels 5 and 6) are located and The Parisian Macao (parcel 3) is being constructed. The Company does not own these land sites in Macao; however, the land concessions grant the Company exclusive use of the land. As specified in the land concessions, the Company is required to pay premiums for each parcel, as well as annual rent for the term of the land concessions.

During the year ended December 31, 2013, the Company made payments of 355.3 million patacas (approximately $44.5 million at exchange rates in effect on December 31, 2013) as final payment of the land premium for Sands Cotai Central.

In addition to the land premium payments for the Macao leasehold interests in land, the Company is required to make annual rent payments in the amounts and at the times specified in the land concessions. The rent amounts may be revised every five years by the Macao government. As of December 31, 2013, the Company was obligated under its land concessions to make future rental payments as follows (in thousands):

2014	$	3,453
2015	4,227
2016	5,283
2017	5,283
2018	5,283
Thereafter	75,972
	$	99,501

Note 6 — Intangible Assets, Net

Intangible assets consist of the following (in thousands):

	December 31,
	2013			2012
Sands Bethlehem gaming license and certificate	$	66,500		$	66,500
Marina Bay Sands gaming license	44,942			30,710
Less — accumulated amortization	(10,195		)	(27,440		)
	34,747			3,270
Trademarks and other	1,141			1,139
Less — accumulated amortization	(307		)	(291		)
	834			848
Total intangible assets, net	$	102,081		$	70,618

In August 2007 and July 2010, the Company was issued a gaming license and certificate from the Pennsylvania Gaming Control Board for its slots and table games operations at Sands Bethlehem, respectively, which were acquired for $50.0 million and $16.5 million, respectively. The license and certificate were determined to have indefinite lives and therefore, are not subject to amortization. In April 2013, the Company paid 57.0 million Singapore dollars ("SGD," approximately $44.9 million at exchange rates in effect on December 31, 2013) to the Singapore Casino Regulatory Authority (the “CRA”) as part of the process to renew its gaming license at Marina Bay Sands. This license is being amortized over its three-year term, which expires in April 2016, and is renewable upon submitting an application, paying the applicable license fee and meeting the requirements as determined by the CRA.

Amortization expense was $13.6 million, $10.0 million and $10.0 million for the years ended December 31, 2013, 2012 and 2011, respectively. The estimated future amortization expense is approximately $15.0 million for each of the next two years and $4.8 million thereafter.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 7 — Other Accrued Liabilities

Other accrued liabilities consist of the following (in thousands):

	December 31,
	2013		2012
Outstanding gaming chips and tokens	$	572,121	$	534,323
Taxes and licenses	570,111		428,300
Customer deposits	450,550		388,355
Payroll and related	308,404		264,142
Other accruals	293,680		280,363
	$	2,194,866	$	1,895,483

Note 8 — Long-Term Debt

Long-term debt consists of the following (in thousands):

	December 31,
	2013			2012
Corporate and U.S. Related:
2013 U.S. Credit Facility — Term B (net of original issue discount of $11,250)	$	2,238,750		$	—
2013 U.S. Credit Facility — Revolving	590,000			—
Senior Secured Credit Facility — Term B	—			1,816,477
Senior Secured Credit Facility — Delayed Draws I and II	—			606,561
Senior Secured Credit Facility — Revolving	—			400,000
Airplane Financings	67,359			71,047
HVAC Equipment Lease	18,140			19,714
Other	2,335			3,689
Macao Related:
2011 VML Credit Facility	3,208,869			3,209,839
Other	7,910			7,313
Singapore Related:
2012 Singapore Credit Facility — Term	3,626,896			3,767,141
2012 Singapore Credit Facility — Revolving	—			327,578
Other	—			708
	9,760,259			10,230,067
Less — current maturities	(377,507		)	(97,802		)
Total long-term debt	$	9,382,752		$	10,132,265

Corporate and U.S. Related Debt

Senior Secured Credit Facility

In May 2007, the Company entered into a $5.0 billion senior secured credit facility (the “Senior Secured Credit Facility”), which originally consisted of a $3.0 billion funded term B loan (the “Term B Facility”), a $600.0 million delayed draw term B loan available for 12 months after closing (the “Delayed Draw I Facility”), a $400.0 million delayed draw term B loan available for 18 months after closing (the “Delayed Draw II Facility”) and a $1.0 billion revolving credit facility, of which up to $100.0 million was available on a swingline basis (the “Revolving Facility”). In August 2010, the Senior Secured Credit Facility was amended to, among other things, modify certain financial covenants, including increasing the maximum leverage ratio for the quarterly periods through June 30, 2012.

In addition to the amendment, certain lenders elected to extend the maturity of $1.42 billion in aggregate principal amount of the Term B Facility to November 2016 (the “Extended Term B Facility”), $284.5 million in aggregate principal amount of the Delayed Draw I Facility to November 2016 (the “Extended Delayed Draw I Facility”), $207.9 million in aggregate principal amount of the Delayed Draw II Facility to November 2015 (the “Extended Delayed Draw II Facility,” collectively the “Extended Term Loans”) and to extend the availability of $532.5 million (after giving effect to the reductions described below) of the Revolving

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Facility to May 2014 (the “Extended Revolving Facility”). As part of the extension, the Company was required to pay down $1.0 billion in aggregate principal amount of the Extended Term Loans and the commitments under the Revolving Facility were reduced from $1.0 billion to $750.0 million.

In addition to the pay down of $1.0 billion of the Extended Term Loans described above, the Company paid down $775.9 million under the Revolving Facility during the year ended December 31, 2010. The Company terminated the Revolving Facility in December 2011 and recorded a $0.5 million loss on early retirement as a result. The Company paid down $400.0 million under the Senior Secured Credit Facility during the year ended December 31, 2012, and recorded a $1.6 million loss on early retirement of debt as a result.

Borrowings under the Senior Secured Credit Facility, as amended, bore interest, at the Company’s option, at either an adjusted Eurodollar rate or at an alternative base rate plus a credit spread. For base rate borrowings, the initial credit spread was 0.5% per annum and 0.75% per annum for the Revolving Facility and the term loans, respectively, and 1.25% per annum and 1.75% per annum for the Extended Revolving Facility and the Extended Term Loans, respectively. For Eurodollar rate borrowings, the initial credit spread was 1.5% per annum and 1.75% per annum for the Revolving Facility and the term loans, respectively, and 2.25% per annum and 2.75% per annum for the Extended Revolving Facility and Extended Term Loans, respectively. These spreads would be reduced if the Company’s “corporate rating” (as defined in the Senior Secured Credit Facility) increased to at least Ba2 by Moody’s and at least BB by Standard & Poor’s Ratings Group (“S&P”), subject to certain additional conditions. The spread for the Extended Revolving Facility would be further reduced if the Company’s “corporate rating” increased to at least Ba1 or higher by Moody’s and at least BB+ or higher by S&P, subject to certain additional conditions. The weighted average interest rate for the Senior Secured Credit Facility was 2.3% and 2.5% for the years ended December 31, 2013 and 2012, respectively.

The Company paid a commitment fee of 0.375% per annum on the undrawn amounts under the Extended Revolving Facility, as well as a commitment fee equal to 0.75% per annum and 0.5% per annum on the undrawn amounts under the Delayed Draw I and II Facilities, respectively.

In December 2013, borrowings under the new 2013 U.S. Credit Facility (as further described below) were used to repay the outstanding balance on the Senior Secured Credit Facility. The Company recorded a $14.2 million loss on modification or early retirement of debt during the year ended December 31, 2013.

2013 U.S. Credit Facility

In December 2013, the Company entered into a $3.5 billion senior secured credit facility (the “2013 U.S. Credit Facility”), which consists of a $2.25 billion funded term B loan (the “2013 U.S. Term B Facility”) with an original issue discount of $11.3 million and a $1.25 billion revolving credit facility (the “2013 U.S. Revolving Facility”). As of December 31, 2013, the Company had $655.5 million of available borrowing capacity under the 2013 U.S. Revolving Facility, net of outstanding letters of credit. Subsequent to year end, the Company borrowed $500.0 million under the 2013 U.S. Revolving Facility.

The 2013 U.S. Term B Facility matures on December 19, 2020, and is subject to quarterly amortization payments of $5.6 million, which begin on March 31, 2014, followed by a balloon payment of $2.10 billion due on December 19, 2020. The 2013 U.S. Revolving Facility has no interim amortization payments and matures on December 19, 2018.

The 2013 U.S. Credit Facility is guaranteed by certain of the Company’s domestic subsidiaries (the “Guarantors”). The obligations under the 2013 U.S. Credit Facility and the guarantees of the Guarantors are collateralized by a first-priority security interest in substantially all of Las Vegas Sands, LLC (“LVSLLC”) and the Guarantors’ assets, other than capital stock and similar ownership interests, certain furniture, fixtures and equipment, and certain other excluded assets.

Borrowings under the 2013 U.S. Credit Facility bear interest, at the Company’s option, at either an adjusted Eurodollar rate or at an alternative base rate plus a credit spread. For base rate borrowings, the initial credit spread is 0.5% per annum and 1.5% per annum for the 2013 U.S. Revolving Facility and the 2013 U.S. Term B Facility, respectively. For Eurodollar rate borrowings, the initial credit spread is 1.5% per annum and 2.5% per annum for the 2013 U.S. Revolving Facility and the 2013 U.S. Term B Facility (subject to a Eurodollar rate floor of 0.75%), respectively (the interest rates were set at 3.3% and 1.7% for the 2013 U.S. Term B Facility and 2013 U.S. Revolving Facility, respectively, as of December 31, 2013). The weighted average interest rate for the 2013 U.S Credit Facility was 2.9% during the period ended December 31, 2013.

The Company pays a commitment fee of 0.35% per annum on the undrawn amounts under the 2013 U.S. Revolving Facility, which will be reduced if certain corporate ratings are achieved, subject to certain additional conditions.

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The 2013 U.S. Credit Facility contains affirmative and negative covenants customary for such financings, including, but not limited to, limitations on incurring additional liens, incurring additional indebtedness, making certain investments and acquiring and selling assets. The 2013 U.S. Credit Facility also requires the Guarantors to comply with financial covenants, including, but not limited to, a maximum ratio of net debt outstanding to adjusted earnings before interest, income taxes, depreciation and amortization, as defined (“Adjusted EBITDA”) to the extent there is an outstanding balance on the 2013 U.S. Revolving Facility or certain letters of credit are outstanding. The maximum leverage ratio is 5.5x for all applicable quarterly periods through maturity. The 2013 U.S. Credit Facility also contains conditions and events of default customary for such financings. As of December 31, 2013, approximately $4.96 billion of net assets of LVSLLC were restricted from being distributed under the terms of the 2013 U.S. Credit Facility.

Senior Notes

On February 10, 2005, LVSC sold in a private placement transaction $250.0 million in aggregate principal amount of its 6.375% senior notes due 2015 with an original issue discount of $2.3 million. In June 2005, the senior notes were exchanged for substantially similar senior notes (the “Senior Notes”), which were registered under the federal securities laws. The Senior Notes were set to mature on February 15, 2015. In March 2012, the Company redeemed the remaining balance of Senior Notes outstanding for $191.7 million and recorded a $2.8 million loss on early retirement of debt during the year ended December 31, 2012.

Airplane Financings

In February 2007, the Company entered into promissory notes totaling $72.0 million to finance the purchase of one airplane and to finance two others that the Company already owned. The notes consist of balloon payment promissory notes and amortizing promissory notes, all of which have ten-year maturities and are collateralized by the related aircraft. The notes bear interest at three-month London Inter-Bank Offered Rate (“LIBOR”) plus 1.5% per annum (set at 1.8% as of December 31, 2013). The amortizing notes, totaling $28.8 million, are subject to quarterly amortization payments of $0.7 million, which began June 1, 2007. The balloon notes, totaling $43.2 million, mature on March 1, 2017, and have no interim amortization payments. The weighted average interest rate on the notes was 1.8% and 2.0% during the years ended December 31, 2013 and 2012, respectively.

In April 2007, the Company entered into promissory notes totaling $20.3 million to finance the purchase of an additional airplane. The notes have ten-year maturities and consist of a balloon payment promissory note and an amortizing promissory note. The notes bear interest at three-month LIBOR plus 1.25% per annum (set at 1.6% as of December 31, 2013). The $8.1 million amortizing note is subject to quarterly amortization payments of $0.2 million, which began June 30, 2007. The $12.2 million balloon note matures on March 31, 2017, and has no interim amortization payments. The weighted average interest rate on the notes was 1.6% and 1.7% during the years ended December 31, 2013 and 2012, respectively.

HVAC Equipment Lease

In July 2009, the Company entered into a capital lease agreement with its current heating, ventilation and air conditioning (“HVAC”) provider (the “HVAC Equipment Lease”) to provide the operation and maintenance services for the HVAC equipment in Las Vegas. The lease has a 10-year term with a purchase option at the third, fifth, seventh and tenth anniversary dates. The Company is obligated under the agreement to make monthly payments of approximately $300,000 for the first year with automatic decreases of approximately $14,000 per month on every anniversary date. The HVAC Equipment Lease was capitalized at the present value of the future minimum lease payments at lease inception.

Macao Related Debt

2011 VML Credit Facility

On September 22, 2011, two subsidiaries of the Company, VML US Finance LLC, the Borrower, and Venetian Macau Limited ("VML"), as guarantor, entered into a credit agreement (the “2011 VML Credit Facility”), providing for up to $3.7 billion (or equivalent in Hong Kong dollars or Macao patacas), which consists of a $3.2 billion term loan (the “2011 VML Term Facility”) that was fully drawn on November 15, 2011, and a $500.0 million revolving facility (the “2011 VML Revolving Facility”), none of which was drawn as of December 31, 2013, that is available until October 15, 2016. Borrowings under the facility were used to repay outstanding indebtedness under previous credit facilities (the "VML Credit Facility" and the "VOL Credit Facility") and will be used for working capital requirements and general corporate purposes, including for the development, construction and completion of certain components of Sands Cotai Central. The Company recorded a charge of $22.1 million for loss on modification or early retirement of debt during the year ended December 31, 2011, as part of refinancing the VML and VOL Credit Facilities.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The indebtedness under the 2011 VML Credit Facility is guaranteed by VML, Venetian Cotai Limited, Venetian Orient Limited and certain of the Company’s other foreign subsidiaries (collectively, the “2011 VML Guarantors”). The obligations under the 2011 VML Credit Facility are collateralized by a first-priority security interest in substantially all of the Borrower’s and the 2011 VML Guarantors’ assets, other than (1) capital stock and similar ownership interests, (2) certain furniture, fixtures, fittings and equipment and (3) certain other excluded assets.

The 2011 VML Term Facility will mature on November 15, 2016. Commencing with the quarterly period ending December 31, 2014, and at the end of each subsequent quarter through September 30, 2015, the Borrower is required to repay the outstanding 2011 VML Term Facility on a pro rata basis in an amount equal to 6.25% of the aggregate principal amount outstanding as of November 15, 2011. Commencing with the quarterly period ending on December 31, 2015, and at the end of each subsequent quarter through June 30, 2016, the Borrower is required to repay the outstanding 2011 VML Term Facility on a pro rata basis in an amount equal to 10.0% of the aggregate principal amount outstanding as of November 15, 2011. The remaining balance on the 2011 VML Term Facility and any balance on the 2011 VML Revolving Facility are due on the maturity date. In addition, the Borrower is required to further repay the outstanding 2011 VML Term Facility with a portion of its excess free cash flow (as defined by the 2011 VML Credit Facility) after the end of each year, unless the Borrower is in compliance with a specified consolidated leverage ratio (the “CLR”).

Borrowings under the 2011 VML Credit Facility bear interest at either the adjusted Eurodollar rate or an alternative base rate (in the case of U.S. dollar denominated loans) or Hong Kong Inter-bank Offered Rate ("HIBOR," in the case of Hong Kong dollar and Macao pataca denominated loans), as applicable, plus an initial spread of 2.25%. Beginning May 14, 2012, the spread for all outstanding loans is subject to reduction based on the CLR (interest rates set at 1.7% for the U.S. dollar, Hong Kong dollar and Macao pataca denominated loans as of December 31, 2013). The Borrower will also pay standby fees of 0.5% per annum on the undrawn amounts under the 2011 VML Revolving Facility (which commenced September 30, 2011) and the 2011 VML Term Facility (which commenced October 31, 2011). The weighted average interest rate on the 2011 VML Credit Facility was 1.8% and 2.1% for the years ended December 31, 2013 and 2012, respectively.

To meet the requirements of the 2011 VML Credit Facility, the Company entered into four interest rate cap agreements in September 2012 with a combined notional amount of $1.3 billion, which expire in November 2014. During 2013, the Company entered into two additional interest rate cap agreements with a combined notional amount of $300.0 million, which expire in November 2014. The provisions of the interest rate cap agreement entitle the Company to receive from the counterparty the amounts, if any, by which the selected market interest rate exceeds the strike rate (which range from 2.0% to 2.25%). These interest rate cap agreements were in addition to the following interest rate cap agreements for the VML and VOL Credit Facilities. To meet the requirements of the previous VML Credit Facility, the Company entered into an interest rate cap agreement in September 2009 with a notional amount of $1.59 billion, which expired in September 2012. The provisions of the interest rate cap agreement entitled the Company to receive from the counterparty the amounts, if any, by which the selected market interest rate exceeded the strike rate of 9.5%. To meet the requirements of the previous VOL Credit Facility, the Company entered into three interest rate cap agreements in September 2010 with a combined notional amount of $375.0 million, which expired in September 2013. The provisions of the interest rate cap agreement entitled the Company to receive from the counterparty the amounts, if any, by which the selected market interest rate exceeded the strike rate of 3.5%. There was no net effect on interest expense as a result of these interest rate cap agreements for the years ended December 31, 2013, 2012 and 2011.

The 2011 VML Credit Facility contains affirmative and negative covenants customary for such financings, including, but not limited to, limitations on liens, loans and guarantees, investments, acquisitions and asset sales, restricted payments and other distributions, affiliate transactions, certain capital expenditures and use of proceeds from the facility. The 2011 VML Credit Facility also requires the Borrower and VML to comply with financial covenants, including maximum ratios of total indebtedness to Adjusted EBITDA and minimum ratios of Adjusted EBITDA to net interest expense. The maximum leverage ratio is 4.0x for the quarterly periods ending December 31, 2013 through December 31, 2014, decreases to 3.5x for the quarterly periods ending March 31 through December 31, 2015, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity. The 2011 VML Credit Facility also contains events of default customary for such financings.

The Company is currently in the process of amending and restating its 2011 VML Credit Facility. The amendment will allow each lender holding term loans under the 2011 VML Credit Facility to extend the maturity of its term loans to 2020 and will provide for new revolving loan commitments of $2.0 billion. The Company will also have the option to raise incremental senior secured and unsecured debt under existing baskets within the amended credit facility. Proceeds from the amended credit facility, together with cash on hand, may be used to repay outstanding term loans that are not extended under the amended credit facility and fund ongoing development projects pursuant to the terms of the amended credit facility and general corporate operations. The amendment, which is subject to approval of the lenders and certain Macao government approvals, is anticipated to close during the first quarter of 2014. In conjunction with the amendment, the Company anticipates recording a loss on modification or extinguishment of debt.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Ferry Financing

In January 2008, in order to finance the purchase of ten ferries, the Company entered into a 1.21 billion Hong Kong dollar (“HKD,” approximately $155.9 million at exchange rates in effect on December 31, 2013) secured credit facility (the "Ferry Financing"), which was available for borrowing for up to 18 months after closing. The proceeds from the secured credit facility were used to reimburse the Company for cash spent to date on the progress payments made on the ferries and to finance the completion of the remaining ferries. The facility was collateralized by the ferries and guaranteed by VML.

In July 2008, the Company exercised the accordion option on the secured credit facility agreement that financed the Company’s original ten ferries and executed a supplement to the secured credit facility agreement. The supplement increased the secured credit facility by an additional HKD 561.6 million (approximately $72.4 million at exchange rates in effect on December 31, 2013). The proceeds from this supplemental facility were used to reimburse the Company for cash spent to date on the progress payments made on four additional ferries and to finance the remaining progress payments on those ferries. The supplemental facility was collateralized by the additional ferries and guaranteed by VML.

The facility, as amended on August 20, 2009, was set to mature in December 2015 and was subject to 26 quarterly payments of HKD 68.1 million (approximately $8.8 million at exchange rates in effect on December 31, 2013), which commenced in October 2009.

As part of the amendment, the credit spread increased by 50 basis points to 2.5% per annum for borrowings made in Hong Kong Dollars and accrued interest at HIBOR, or 2.5% per annum for borrowings made in U.S. Dollars and accrued interest at LIBOR. The weighted average interest rate for the facility was 2.9% for the year ended December 31, 2012.

The Company repaid the $131.6 million outstanding balance under the Ferry Financing and recorded a $1.7 million loss on early retirement of debt during the year ended December 31, 2012.

Singapore Related Debt

2012 Singapore Credit Facility

In June 2012, the Company’s wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”), entered into a SGD 5.1 billion (approximately $4.02 billion at exchange rates in effect on December 31, 2013) credit agreement (the "2012 Singapore Credit Facility"), providing for a fully funded SGD 4.6 billion (approximately $3.63 billion at exchange rates in effect on December 31, 2013) term loan (the “2012 Singapore Term Facility”) and a SGD 500.0 million (approximately $394.2 million at exchange rates in effect on December 31, 2013) revolving facility (the “2012 Singapore Revolving Facility”) that is available until November 25, 2017, which includes a SGD 100.0 million (approximately $78.8 million at exchange rates in effect on December 31, 2013) ancillary facility (the “2012 Singapore Ancillary Facility”). Borrowings under the 2012 Singapore Credit Facility were used to repay the outstanding balance under the previous Singapore credit facility. The Company recorded a $13.1 million loss on modification or early retirement of debt during the year ended December 31, 2012, as part of the refinancing of the facility. As of December 31, 2013, the Company had SGD 492.9 million (approximately $388.7 million at exchange rates in effect on December 31, 2013) available for borrowing, net of outstanding letters of credit.

The indebtedness under the 2012 Singapore Credit Facility is collateralized by a first-priority security interest in substantially all of MBS’s assets, other than capital stock and similar ownership interests, certain furniture, fixtures and equipment and certain other excluded assets.

The 2012 Singapore Term Facility matures on June 25, 2018, with MBS required to repay or prepay the 2012 Singapore Credit Facility under certain circumstances. Commencing with the quarterly period ending September 30, 2014, and at the end of each quarter thereafter, MBS is required to repay the outstanding 2012 Singapore Term Facility in an amount increasing from 2.0% (September 30, 2014) to 8.0% (March 31, 2017 to March 31, 2018) of the aggregate principal amount outstanding of SGD 4.6 billion (approximately $3.63 billion at exchange rates in effect on December 31, 2013). The remaining balance on the 2012 Singapore Term Facility is due on the maturity date. The 2012 Singapore Revolving Facility matures on December 25, 2017, and has no interim amortization payments.

Borrowings under the 2012 Singapore Credit Facility bear interest at the Singapore Swap Offered Rate ("SOR") plus a spread of 1.85%. Beginning December 23, 2012, the spread for all outstanding loans is subject to reduction based on a ratio of debt to Adjusted EBITDA (interest rate set at approximately 1.8% as of December 31, 2013). MBS pays a standby commitment fee of 35% to 40% of the spread per annum on all undrawn amounts under the 2012 Singapore Revolving Facility. The weighted average

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

interest rate for the 2012 Singapore Credit Facility was 1.9% and 2.1% for the years ended December 31, 2013 and 2012, respectively.

In connection with the 2012 Singapore Credit Facility, the Company entered into an interest rate cap agreement in 2013, with a notional amount of SGD 100.0 million (approximately $78.8 million at exchange rates in effect on December 31, 2013), which has a three-year term and expires May 2016. The provisions of the interest rate cap agreement entitle the Company to receive from the counterparties the amounts, if any, by which the selected market interest rate exceeds the strike rate of 3.5% as stated in such agreement. This interest rate cap agreement was in addition to the following interest rate cap agreements entered into for the previous Singapore credit facility. To meet the requirements of the previous Singapore credit facility, the Company entered into nine interest rate cap agreements in 2008, with a combined notional amount of SGD 1.41 billion (approximately $1.1 billion at exchange rates in effect on December 31, 2013), all of which had three-year terms and expired between June and December 2011. The maturity date of one of the interest rate cap agreements, with a notional amount of SGD 50.0 million (approximately $39.4 million at exchange rates in effect on December 31, 2013), was extended until August 2013. During 2009, the Company entered into 14 additional interest rate cap agreements, with a combined notional amount of SGD 850.0 million (approximately $670.2 million at exchange rates in effect on December 31, 2013), all of which had three-year terms and expired between March and December 2012. During 2010, the Company entered into seven additional interest rate cap agreements, with a combined notional amount of SGD 365.0 million (approximately $287.8 million at exchange rates in effect on December 31, 2013), all of which had three-year terms and expired between January and June 2013. During 2011, the Company entered into 12 additional interest rate cap agreements, with a combined notional amount of SGD 1.15 billion (approximately $906.7 million at exchange rates in effect on December 31, 2013), all of which have three-year terms and expire between May and August 2014. During 2012, the Company entered into three additional interest rate cap agreements, with a combined notional amount of SGD 200.0 million (approximately $157.7 million at exchange rates in effect on December 31, 2013), all of which have three-year terms and expire between April and May 2015. The provisions of the interest rate cap agreements entitle the Company to receive from the counterparties the amounts, if any, by which the selected market interest rates exceed the strike rate (which range from 3.0% to 4.5%) as stated in such agreements. There was no net effect on interest expense as a result of these interest rate cap agreements for the years ended December 31, 2013, 2012 and 2011.

The 2012 Singapore Credit Facility contains affirmative and negative covenants customary for such financings, including, but not limited to, limitations on liens, indebtedness, loans and guarantees, investments, acquisitions and asset sales, restricted payments, affiliate transactions and use of proceeds from the facilities. The 2012 Singapore Credit Facility also requires MBS to comply with financial covenants, including maximum ratios of total indebtedness to Adjusted EBITDA, minimum ratios of Adjusted EBITDA to interest expense and a positive net worth requirement. The maximum leverage ratio is 3.5x for the quarterly periods ending December 31, 2013 through December 31, 2014, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity.The 2012 Singapore Credit Facility also contains events of default customary for such financings.

Cash Flows from Financing Activities

Cash flows from financing activities related to long-term debt and capital lease obligations are as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Proceeds from 2013 U.S. Credit Facility	$	2,828,750		$	—		$	—
Proceeds from Senior Secured Credit Facility	250,000			400,000			—
Proceeds from 2012 Singapore Credit Facility	104,357			3,951,486			—
Proceeds from 2011 VML Credit Facility	—			—			3,201,535
	$	3,183,107		$	4,351,486		$	3,201,535
Repayments on Senior Secured Credit Facility	$	(3,073,038	)	$	(425,555	)	$	(28,937	)
Repayments on 2012 Singapore Credit Facility	(430,504		)	—			—
Repayments on Singapore Credit Facility	—			(3,635,676		)	(418,564		)
Repayments on VML Credit Facility	—			—			(2,060,819		)
Repayments on VOL Credit Facility	—			—			(749,660		)
Redemption or repurchase and cancellation of Senior Notes	—			(189,712		)	—
Repayments on Airplane Financings	(3,688		)	(3,688		)	(3,688		)
Repayments on Ferry Financing	—			(140,337		)	(35,002		)
Repayments on HVAC Equipment Lease and Other Long-Term Debt	(5,802		)	(4,730		)	(3,640		)
	$	(3,513,032	)	$	(4,399,698	)	$	(3,300,310	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Scheduled Maturities of Capital Lease Obligations and Long-Term Debt

Maturities of capital lease obligations and long-term debt outstanding as of December 31, 2013, are summarized as follows (in thousands):

	Capital Lease Obligations			Long-term Debt
2014	$	6,418		$	372,727
2015	5,182			1,565,461
2016	4,824			3,018,677
2017	3,449			1,239,404
2018	2,357			1,410,417
Thereafter	11,561			2,137,500
	33,791			9,744,186
Less — amount representing interest	(6,468		)	—
Total	$	27,323		$	9,744,186

Fair Value of Long-Term Debt

The estimated fair value of the Company’s long-term debt as of December 31, 2013 and 2012, was approximately $9.72 billion and $10.12 billion, respectively, compared to its carrying value of $9.74 billion and $10.20 billion, respectively. The estimated fair value of the Company’s long-term debt is based on level 2 inputs (quoted prices in markets that are not active).

Note 9 — Equity

Preferred Stock and Warrants

In November 2008, the Company issued 10,446,300 shares of its 10% Series A Cumulative Perpetual Preferred Stock (the “Preferred Stock”) and warrants to purchase up to an aggregate of approximately 174,105,348 shares of common stock at an exercise price of $6.00 per share and an expiration date of November 16, 2013 (the “Warrants”). Units consisting of one share of Preferred Stock and one Warrant to purchase 16.6667 shares of common stock were sold for $100 per unit. As described further below, the outstanding Preferred Stock was redeemed in whole by the Company on November 15, 2011, at a redemption price of $110 per share. Holders of the Preferred Stock had no rights to exchange or convert such shares into any other securities.

Preferred Stock Issued to Public

Of the 10,446,300 shares of Preferred Stock issued, the Company issued 5,196,300 shares to the public together with Warrants to purchase up to an aggregate of approximately 86,605,173 shares of its common stock and received gross proceeds of $519.6 million ($503.6 million, net of transaction costs). The allocated carrying values of the Preferred Stock and Warrants on the date of issuance (based on their relative fair values) were $298.1 million and $221.5 million, respectively.

During the year ended December 31, 2013, the remaining 3,500 Warrants were exercised to purchase an aggregate of 64,562 shares of the Company’s common stock at $6.00 per share and $0.3 million in cash was received as settlement of the Warrant exercise price.

During the year ended December 31, 2012, 39,070 Warrants were exercised to purchase an aggregate of 655,496 shares of the Company’s common stock at $6.00 per share and $3.9 million in cash was received as settlement of the Warrant exercise price.

During the year ended December 31, 2011, holders of Preferred Stock exercised 1,317,220 Warrants to purchase an aggregate of 21,953,704 shares of the Company’s common stock at $6.00 per share and tendered 1,192,100 shares of Preferred Stock and $12.5 million in cash as settlement of the Warrant exercise price. In conjunction with certain of these transactions, the Company paid $16.9 million in premiums to induce the exercise of Warrants with settlement through tendering Preferred Stock. During the year ended December 31, 2011, the Company also repurchased and retired 736,629 shares of Preferred Stock for $82.3 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Preferred Stock Issued to Principal Stockholder’s Family

Of the 10,446,300 shares of Preferred Stock issued, the Company issued 5,250,000 shares to the Principal Stockholder’s family together with Warrants to purchase up to an aggregate of approximately 87,500,175 shares of its common stock and received gross proceeds of $525.0 million ($523.7 million, net of transaction costs). The allocated carrying values of the Preferred Stock and Warrants on the date of issuance (based on their relative fair values) were $301.1 million and $223.9 million, respectively. The Preferred Stock amount had been recorded as mezzanine equity as the Principal Stockholder and his family have a greater than 50% ownership of the Company and therefore had the ability to require the Company to redeem their Preferred Stock beginning November 15, 2011.

As the Preferred Stock issued to the Principal Stockholder’s family was being accounted for as redeemable at the option of the holder, the balance was accreted to the redemption value of $577.5 million over three years. Due to the redemption of the Preferred Stock on November 15, 2011, there were no accumulated or undeclared dividends as of December 31, 2011.

A summary of the Company’s Preferred Stock issued its Principal Stockholder’s family for the year ended December 31, 2011, is presented below (in thousands, except number of shares):

	Number of Shares		Amount
Balance as of January 1, 2011	5,250,000		$	503,379
Accretion to redemption value	—		80,975
Dividends declared, net of amounts previously accrued	—		45,646
Dividends paid	—		(52,500		)
Redemption of preferred stock	(5,250,000	)	(577,500		)
Balance as of December 31, 2011	—		$	—

On March 2, 2012, the Principal Stockholder’s family exercised all of their outstanding Warrants to purchase 87,500,175 shares of the Company’s common stock for $6.00 per share and paid $525.0 million in cash as settlement of the Warrant exercise price.

Preferred Stock Dividends

On February 15, May 16, August 15 and November 15, 2011, the Company paid a dividend of $2.50 per preferred share, totaling $75.3 million (of which $52.5 million was paid to the Principal Stockholder’s family).

Redemption of Preferred Stock

In August 2011, the Company’s Board of Directors approved the redemption of all outstanding Preferred Stock and on November 15, 2011, the Company paid $763.0 million to redeem all of the Preferred Stock outstanding and recorded a redemption premium of $88.8 million during the year ended December 31, 2011.

Common Stock

Dividends

On March 29, June 28, September 27 and December 31, 2013, the Company paid a dividend of $0.35 per common share as part of a regular cash dividend program. During the year ended December 31, 2013, the Company recorded $1.15 billion as a distribution against retained earnings (of which $604.2 million related to the Principal Stockholder’s family and the remaining $548.9 million related to all other shareholders).

On March 30, June 29, September 28 and December 28, 2012, the Company paid a dividend of $0.25 per common share as part of a regular cash dividend program. On December 18, 2012, the Company paid a special cash dividend of $2.75 per common share. During the year ended December 31, 2012, the Company recorded $3.09 billion as a distribution against retained earnings (of which $1.62 billion related to the Principal Stockholder’s family and the remaining $1.47 billion related to all other shareholders).

On January 28, 2014, as part of a regular cash dividend program, the Company’s Board of Directors declared a quarterly dividend of $0.50 per common share (a total estimated to be approximately $406 million) to be paid on March 31, 2014, to shareholders of record on March 21, 2014.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Repurchase Program

In June 2013, the Company’s Board of Directors approved a share repurchase program, which expires in June 2015, with an initial authorization of $2.0 billion. Repurchases of the Company’s common stock are made at the Company’s discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company’s financial position, earnings, legal requirements, other investment opportunities and market conditions. During the year ended December 31, 2013, the Company repurchased 8,570,281 shares of its common stock for $570.5 million (including commissions) under this program. Subsequent to year end through February 28, 2014, the Company repurchased 8,224,255 shares of its common stock for $663.8 million (including commissions) under this program. All share repurchases of the Company’s common stock have been recorded as treasury shares.

Rollfoward of Shares of Common Stock and Preferred Stock Issued to Public

A summary of the outstanding shares of common stock and preferred stock issued to the public is as follows:

	Preferred Stock		Common Stock
Balance as of January 1, 2011	3,614,923		707,507,982
Exercise of stock options	—		2,549,131
Issuance of restricted stock	—		1,250,381
Forfeiture of unvested restricted stock	—		(11,500	)
Exercise of warrants	(1,192,100	)	21,953,704
Repurchases and redemption of preferred stock	(2,422,823	)	—
Balance as of December 31, 2011	—		733,249,698
Exercise of stock options	—		2,387,831
Issuance of restricted stock	—		516,556
Forfeiture of unvested restricted stock	—		(12,000	)
Exercise of warrants	—		88,155,671
Balance as of December 31, 2012	—		824,297,756
Exercise of stock options	—		2,777,127
Issuance of restricted stock	—		146,848
Forfeiture of unvested restricted stock	—		(13,076	)
Repurchase of common stock	—		(8,570,281	)
Exercise of warrants	—		64,562
Balance as of December 31, 2013	—		818,702,936

Other Equity Transactions

In July 2012, the Company purchased a Boeing 747 airplane from an entity controlled by the Principal Stockholder for $34.0 million, based on independent third party appraisals. In accordance with accounting standards regarding transactions between entities under common control, the Company recorded the cost of the airplane at the Principal Stockholder’s book value at the date of the transaction, which was $15.4 million. The $18.6 million difference between the amount paid and the book value of the airplane (a gain to the Principal Stockholder) was recorded as a deemed distribution to the Principal Stockholder during the year ended December 31, 2012.

The Company believes that the purchase of the airplane allows it to meet the increased demand for high-end premium direct customer travel driven from the Company’s expanding global gaming operations and is an important component in creating the ultimate trans-Pacific transportation experience for its customers. The Company believes it would have been more costly to acquire the airplane in the open market due to the limited supply of similar aircraft with luxury features.

Noncontrolling Interests

SCL

On February 28 and June 21, 2013, SCL paid a dividend of HKD 0.67 and HKD 0.66 per share, respectively (a total of $1.38 billion), to SCL shareholders (of which the Company retained $970.2 million).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

On February 28 and June 22, 2012, SCL paid a dividend of HKD 0.58 per share (a total of $1.20 billion), to SCL shareholders (of which the Company retained $844.4 million).

On January 24, 2014, the Board of Directors of SCL declared a dividend of HKD 0.87 per share and a special dividend of HKD 0.77 per share (a total of $1.71 billion, of which the Company retained $1.20 billion) to SCL shareholders of record on February 14, 2014, which was paid on February 26, 2014.

Other

In June 2011, the Company disposed of its interest in one of its majority owned subsidiaries, resulting in a loss of $3.7 million, which is included in loss on disposal of assets during the year ended December 31, 2011. In addition, during the years ended December 31, 2013, 2012 and 2011, the Company distributed $11.9 million, $10.5 million and $10.4 million, respectively, to certain of its noncontrolling interests.

Note 10 — Income Taxes

Consolidated income before taxes and noncontrolling interests for domestic and foreign operations is as follows (in thousands):

	Year Ended December 31,
	2013		2012			2011
Foreign	$	3,109,982	$	2,089,243		$	2,149,538
Domestic	33,530		(26,667		)	(54,715		)
Total income before income taxes	$	3,143,512	$	2,062,576		$	2,094,823

The components of the income tax expense are as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Foreign:
Current	$	195,154		$	163,199		$	120,502
Deferred	(6,318		)	17,848			91,706
Federal:
Current	(2,073		)	12,379			232
Deferred	2,073			(12,660		)	(779		)
State:
Current	—			(3		)	43
Deferred	—			—			—
Total income tax expense	$	188,836		$	180,763		$	211,704

The reconciliation of the statutory federal income tax rate and the Company’s effective tax rate is as follows:

	Year Ended December 31,
	2013		2012		2011
Statutory federal income tax rate	35.0	%	35.0	%	35.0	%
Increase (decrease) in tax rate resulting from:
Foreign and U.S. tax rate differential	(21.1	)%	(20.8	)%	(21.0	)%
U.S. foreign tax credits	(19.0	)%	(162.1	)%	(4.0	)%
Repatriation of foreign earnings	14.6	%	110.5	%	2.4	%
Tax exempt income of foreign subsidiary (Macao)	(9.6	)%	(10.0	)%	(7.6	)%
Change in valuation allowance	6.0	%	54.3	%	2.7	%
Change in uncertain tax positions	—	%	0.7	%	0.1	%
Other, net	0.1	%	1.2	%	2.5	%
Effective tax rate	6.0	%	8.8	%	10.1	%

The Company received a 5-year income tax exemption in Macao that exempts the Company from paying corporate income tax on profits generated by gaming operations. The Company will continue to benefit from this tax exemption through the end of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

2018. Had the Company not received the income tax exemption in Macao, consolidated net income attributable to Las Vegas Sands Corp. would have been reduced by $207.7 million, $139.8 million and $108.6 million, and diluted earnings per share would have been reduced by $0.25, $0.17 and $0.13 per share for the years ended December 31, 2013, 2012 and 2011, respectively. In February 2011, the Company entered into an agreement with the Macao government, effective through the end of 2013 that provides for an annual payment of 14.4 million patacas (approximately $1.8 million at exchange rates in effect on December 31, 2013) that is a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits. The Company has requested an additional agreement with the Macao government through 2018 to correspond to the income tax exemption for gaming operations; however, there is no assurance that the Company will receive the agreement. In September 2013, the Company and the Internal Revenue Service ("IRS") entered into a Pre-Filing Agreement providing that the Macao special gaming tax (35% of gross gaming revenue) qualifies as a tax paid in lieu of an income tax and could be claimed as a U.S. foreign tax credit.

The primary tax affected components of the Company’s net deferred tax liabilities are as follows (in thousands):

	December 31,
	2013			2012
Deferred tax assets:
U.S. foreign tax credit carryforwards	$	1,280,121		$	1,199,794
Net operating loss carryforwards	245,652			193,638
Stock-based compensation	46,952			47,197
Pre-opening expenses	39,409			49,103
Accrued expenses	36,746			24,868
Deferred gain on the sale of The Grand Canal Shoppes and The Shoppes at The Palazzo	33,008			34,534
Allowance for doubtful accounts	26,392			25,156
State deferred items	14,109			13,976
Other tax credit carryforwards	181			4,313
Other	6,362			5,456
	1,728,932			1,598,035
Less — valuation allowances	(1,519,268		)	(1,390,900		)
Total deferred tax assets	209,664			207,135
Deferred tax liabilities:
Property and equipment	(338,284		)	(323,674		)
Prepaid expenses	(8,966		)	(556		)
Other	(35,113		)	(23,271		)
Total deferred tax liabilities	(382,363		)	(347,501		)
Deferred tax liabilities, net	$	(172,699	)	$	(140,366	)

The Company recognizes tax benefits associated with stock-based compensation directly to stockholders’ equity only when realized. Accordingly, deferred tax assets are not recognized for net operating loss carryforwards or credit carryforwards resulting from windfall tax benefits. A windfall tax benefit occurs when the actual tax benefit realized upon an employee’s disposition of a share-based award exceeds the cumulative book compensation charge associated with the award. As of December 31, 2013 and 2012, the Company has windfall tax benefits of $273.1 million and $171.5 million, respectively, which are not reflected in deferred tax assets. The Company uses a with-and-without approach to determine if the excess tax deductions associated with compensation costs have reduced income taxes payable.

During the year ended December 31, 2013, certain wholly owned foreign subsidiaries paid dividends resulting in incremental U.S. taxable income. The receipt of the dividends did not result in a cash tax liability for the Company as the incremental U.S. taxable income was fully offset by the utilization of the U.S. foreign tax credits generated as a result of the dividends. In addition, the dividends generated excess U.S. foreign tax credits that will be available to be carried forward to tax years beyond 2013. The Company’s U.S. foreign tax credits were $1.42 billion and $1.20 billion as of December 31, 2013 and 2012, respectively, which will begin to expire in 2021. The Company’s state net operating loss carryforwards were $242.1 million and $220.7 million as of December 31, 2013 and 2012, respectively, which will begin to expire in 2024. The Company’s U.S. general business credits were $0.2 million and $4.3 million as of December 31, 2013 and 2012, respectively, which will begin to expire in 2024. There was a valuation allowance of $1.30 billion and $1.18 billion as of December 31, 2013 and 2012, respectively, provided on the net U.S. deferred tax assets, as the Company believes these assets do not meet the “more-likely-than-not” criteria for recognition. Net operating loss carryforwards for the Company’s foreign subsidiaries were $1.99 billion and $1.56 billion as of December 31, 2013 and 2012, respectively, which begin to expire in 2014. There are valuation allowances of $217.8 million and $209.4 million, as of

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December 31, 2013 and 2012, respectively, provided on the net deferred tax assets of certain foreign jurisdictions, as the Company believes these assets do not meet the “more-likely-than-not” criteria for recognition.

Undistributed earnings of subsidiaries are accounted for as a temporary difference, except that deferred tax liabilities are not recorded for undistributed earnings of foreign subsidiaries that are deemed to be indefinitely reinvested in foreign jurisdictions. The Company has a plan for reinvestment of the undistributed earnings of its foreign subsidiaries attributable to periods before January 1, 2013, which demonstrates such earnings will be indefinitely reinvested in the applicable jurisdictions. The Company does not consider current year's tax earnings and profits of certain of its foreign subsidiaries to be permanently reinvested. The Company has not provided deferred taxes for these foreign earnings as the Company expects there will be sufficient creditable foreign taxes to offset the U.S. income tax that would result from the repatriation of foreign earnings. As of December 31, 2013 and 2012, the amount of earnings and profits of foreign subsidiaries that the Company does not intend to repatriate was $5.94 billion and $4.27 billion, respectively. Should these earnings be distributed in the form of dividends or otherwise, the Company expects there will be sufficient creditable foreign taxes to offset the U.S. income taxes and other foreign taxes that would result from a distribution. The Company's cumulative temporary difference is less than its earnings and profits.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):

	December 31,
	2013			2012		2011
Balance at the beginning of the year	$	59,338		$	43,411	$	35,769
Additions to tax positions related to prior years	4,431			8,959		4,450
Reductions to tax positions related to prior years	(12,063		)	—		(35		)
Additions to tax positions related to current year	5,706			6,968		3,736
Settlements	(753		)	—		(417		)
Lapse in statutes of limitations	—			—		(92		)
Balance at the end of the year	$	56,659		$	59,338	$	43,411

As of December 31, 2013, unrecognized tax benefits of $43.4 million were recorded as reductions to the U.S. foreign tax credit deferred tax asset. No such amounts were recorded as of December 31, 2012. As of December 31, 2011, unrecognized tax benefits of $8.9 million were recorded as reductions to the U.S. net operating loss deferred tax asset. As of December 31, 2013, 2012 and 2011, unrecognized tax benefits of $13.3 million, $59.3 million and $34.5 million, respectively, were recorded in other long-term liabilities.

Included in the balance as of December 31, 2013, 2012 and 2011, are $47.3 million, $47.8 million and $33.9 million, respectively, of uncertain tax benefits that would affect the effective income tax rate if recognized.

The Company’s major tax jurisdictions are the U.S., Macao, and Singapore. In January 2013, the IRS completed through the appeals process its examination of tax years 2005 through 2009. The Company decreased its unrecognized tax benefits by $9.3 million due to the conclusion of the IRS audit. The Inland Revenue Authority of Singapore is performing a compliance review of the Marina Bay Sands tax return for tax years 2010 and 2011. The Company is subject to examination for tax years after 2008 in Macao and Singapore and for tax years after 2009 in the U.S. The Company believes it has adequately reserved for its uncertain tax positions; however, there is no assurance that the taxing authorities will not propose adjustments that are different from the Company’s expected outcome and that will impact the provision for income taxes.

The Company recognizes interest and penalties, if any, related to unrecognized tax positions in the provision for income taxes in the accompanying consolidated statement of operations. No interest or penalties were accrued as of December 31, 2013 and 2012.

Note 11 — Fair Value Measurements

Under applicable accounting guidance, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance also establishes a valuation hierarchy for inputs in measuring fair value that maximizes the use of observable inputs (inputs market participants would use based on market data obtained from sources independent of the Company) and minimizes the use of unobservable inputs (inputs that reflect the Company’s assumptions based upon the best information available in the circumstances) by requiring that the most observable inputs be used when available. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted

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prices) that are observable for the assets or liabilities, either directly or indirectly. Level 3 inputs are unobservable inputs for the assets or liabilities. Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following table provides the assets carried at fair value (in thousands):

			Fair Value Measurements Using:
	Total Carrying Value		Quoted Market Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of December 31, 2013
Cash equivalents(1)	$	2,255,951	$	2,255,951	$	—	$	—
Interest rate caps(2)	$	159	$	—	$	159	$	—
As of December 31, 2012
Cash equivalents(1)	$	1,377,330	$	1,377,330	$	—	$	—
Interest rate caps(2)	$	218	$	—	$	218	$	—

_________________________

(1) The Company has short-term investments classified as cash equivalents as the original maturities are less than 90 days.

(2) As of December 31, 2013 and 2012, the Company has 22 and 30 interest rate cap agreements, respectively, with an aggregate fair value of approximately $0.2 million, based on quoted market values from the institutions holding the agreements.

Note 12 — Mall Sales

The Grand Canal Shoppes at The Venetian Las Vegas

In April 2004, the Company entered into an agreement to sell the portion of the Grand Canal Shoppes located within The Venetian Las Vegas (formerly referred to as "The Grand Canal Shoppes') and lease certain restaurant and other retail space at the casino level of The Venetian Las Vegas (the “Master Lease”) to GGP for approximately $766.0 million (the “Mall Sale”). The Mall Sale closed in May 2004, and the Company realized a gain of $417.6 million in connection with the Mall Sale. Under the Master Lease agreement, The Venetian Las Vegas leased nineteen retail and restaurant spaces on its casino level to GGP for 89 years with annual rent of one dollar and GGP assumed the various leases. In accordance with related accounting standards, the Master Lease agreement does not qualify as a sale of the real property assets, which real property was not separately legally demised. Accordingly, $109.2 million of the transaction has been deferred as prepaid operating lease payments to The Venetian Las Vegas, which will amortize into income on a straight-line basis over the 89-year lease term. During each of the years ended December 31, 2013, 2012 and 2011, $1.2 million of this deferred item was amortized and included in convention, retail and other revenue. In addition, the Company agreed with GGP to: (i) continue to be obligated to fulfill certain lease termination and asset purchase agreements as further described in “— Note 13 — Commitments and Contingencies — Other Ventures and Commitments”; (ii) lease theater space located within The Grand Canal Shoppes from GGP for a period of 25 years with fixed minimum rent of $3.3 million per year with cost of living adjustments; (iii) operate the Gondola ride under an operating agreement for a period of 25 years for an annual fee of $3.5 million; and (iv) lease certain office space from GGP for a period of 10 years, subject to extension options for a period of up to 65 years, with annual rent of approximately $0.9 million. The lease payments under clauses (ii) through (iv) above are subject to automatic increases beginning on the sixth lease year. The net present value of the lease payments under clauses (ii) through (iv) on the closing date of the sale was $77.2 million. In accordance with related accounting standards, a portion of the transaction must be deferred in an amount equal to the present value of the minimum lease payments set forth in the lease back agreements. This deferred gain will be amortized to reduce lease expense on a straight-line basis over the lives of the leases. During each of the years ended December 31, 2013, 2012 and 2011, $3.5 million of this deferred item was amortized as an offset to convention, retail and other expense.

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As of December 31, 2013, the Company was obligated under (ii), (iii), and (iv) above to make future payments as follows (in thousands):

2014	$	7,725
2015	7,497
2016	7,497
2017	7,497
2018	7,497
Thereafter	83,810
	$	121,523

The Shoppes at The Palazzo

The Company contracted to sell a portion of the Grand Canal Shoppes (formerly referred to as The Shoppes at The Palazzo) to GGP and under the terms of the settlement with GGP on June 24, 2011, the Company retained $295.4 million of proceeds received and participates in certain potential future revenues earned by GGP. Pursuant to the Amended Agreement, the Company agreed with GGP to lease certain spaces located within The Shoppes at The Palazzo for a period of 10 years with total fixed minimum rents of $0.7 million per year, subject to extension options for a period of up to 10 years and automatic increases beginning on the second lease year. As of December 31, 2013, the Company was obligated to make future payments of approximately $0.8 million annually for the year ended December 31, 2014, approximately $0.9 million annually for the three years ended December 31, 2017, and $0.5 million for the year ended December 31, 2018. In accordance with related accounting standards, the transaction has not been accounted for as a sale because the Company’s participation in certain potential future revenues constitutes continuing involvement in The Shoppes at The Palazzo. Therefore, $268.5 million of the mall sale transaction has been recorded as deferred proceeds from the sale as of December 31, 2013, which accrues interest at an imputed interest rate offset by (i) imputed rental income and (ii) rent payments made to GGP related to those spaces leased back from GGP.

In the Amended Agreement, the Company agreed to lease certain restaurant and retail space on the casino level of The Palazzo to GGP pursuant to a master lease agreement (“The Palazzo Master Lease”). Under The Palazzo Master Lease, which was executed concurrently with, and as a part of, the closing on the sale of The Shoppes at The Palazzo to GGP on February 29, 2008, The Palazzo leased nine restaurant and retail spaces on its casino level to GGP for 89 years with annual rent of one dollar and GGP assumed the various tenant operating leases for those spaces. In accordance with related accounting standards, The Palazzo Master Lease does not qualify as a sale of the real property, which real property was not separately legally demised. Accordingly, $22.5 million of the mall sale transaction has been deferred as prepaid operating lease payments to The Palazzo, which is amortized into income on a straight-line basis over the 89-year lease term, while $4.1 million of the total proceeds from the mall sale transaction (which represented the portion of the proceeds in excess of the guaranteed purchase price that was allocated to The Palazzo Master Lease) has been recognized as contingent rent revenue and included in convention, retail and other revenue during the year ended December 31, 2011.

Note 13 — Commitments and Contingencies

Litigation

The Company is involved in other litigation in addition to those noted below, arising in the normal course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the Company’s financial condition, results of operations or cash flows.

On October 15, 2004, Richard Suen and Round Square Company Limited ("RSC") filed an action against LVSC, Las Vegas Sands, Inc. (“LVSI”), Sheldon G. Adelson and William P. Weidner in the District Court of Clark County, Nevada (the “District Court of Clark County”), asserting a breach of an alleged agreement to pay a success fee of $5.0 million and 2.0% of the net profit from the Company’s Macao resort operations to the plaintiffs as well as other related claims. In March 2005, LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties. Pursuant to an order filed March 16, 2006, plaintiffs’ fraud claims set forth in the first amended complaint were dismissed with prejudice against all defendants. The order also dismissed with prejudice the first amended complaint against defendants Sheldon G. Adelson and William P. Weidner. On May 24, 2008, the jury returned a verdict for the plaintiffs in the amount of $43.8 million. On June 30, 2008, a judgment was entered in this matter in the amount of $58.6 million (including pre-judgment interest). The Company appealed the verdict to the Nevada Supreme Court. On November 17, 2010, the Nevada Supreme Court reversed the judgment and remanded the case to the District Court of Clark County for a new trial. In its decision reversing the monetary judgment against the Company, the Nevada Supreme Court also

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made several other rulings, including overturning the pre-trial dismissal of the plaintiffs’ breach of contract claim and deciding several evidentiary matters, some of which confirmed and some of which overturned rulings made by the District Court of Clark County. On February 27, 2012, the District Court of Clark County set a date of March 25, 2013, for the new trial. On June 22, 2012, the defendants filed a request to add experts and plaintiffs filed a motion seeking additional financial data as part of their discovery. The District Court of Clark County granted both requests. The retrial began on March 27 and on May 14, 2013, the jury returned a verdict in favor of RSC in the amount of $70.0 million. On May 28, 2013, a judgment was entered in the matter in the amount of $101.6 million (including pre-judgment interest). On June 7, 2013, the Company filed a motion with the District Court of Clark County requesting that the judgment be set aside as a matter of law or in the alternative that a new trial be granted. On July 30, 2013, the District Court of Clark County denied the Company’s motion. On October 17, 2013, the Court entered an order granting plaintiff’s request for certain costs and fees associated with the litigation in the amount of approximately $1.0 million. On December 6, 2013, the Company filed a notice of appeal of the jury verdict with the Nevada Supreme Court. The Company's opening appellate brief with the Supreme Court is due to be filed on April 14, 2014. The Company believes that it has valid bases in law and fact to appeal these verdicts. As a result, the Company believes that the likelihood that the amount of the judgments will be affirmed is not probable, and, accordingly, that the amount of any loss cannot be reasonably estimated at this time. Because the Company believes that this potential loss is not probable or estimable, it has not recorded any reserves or contingencies related to this legal matter. In the event that the Company’s assumptions used to evaluate this matter as neither probable nor estimable change in future periods, it may be required to record a liability for an adverse outcome.

On October 20, 2010, Steven C. Jacobs, the former Chief Executive Officer of SCL, filed an action against LVSC and SCL in the District Court of Clark County alleging breach of contract against LVSC and SCL and breach of the implied covenant of good faith and fair dealing and tortious discharge in violation of public policy against LVSC. On March 16, 2011, an amended complaint was filed, which added Sheldon G. Adelson as a defendant and alleged a claim of defamation per se against him, LVSC and SCL. On June 9, 2011, the District Court of Clark County dismissed the defamation claim and certified the decision as to Sheldon G. Adelson as a final judgment. On July 1, 2011, the plaintiff filed a notice of appeal regarding the final judgment as to Sheldon G. Adelson. On August 26, 2011, the Nevada Supreme Court issued a writ of mandamus instructing the District Court of Clark County to hold an evidentiary hearing on whether personal jurisdiction exists over SCL and stayed the case until after the district court’s decision. On January 17, 2012, Mr. Jacobs filed his opening brief with the Nevada Supreme Court regarding his appeal of the defamation claim against Mr. Adelson. On January 30, 2012, Mr. Adelson filed his reply to Mr. Jacobs’ opening brief. On March 8, 2012, the District Court of Clark County set a hearing date for the week of June 25-29, 2012, for the evidentiary hearing on personal jurisdiction over SCL. On May 24, 2012, the District Court of Clark County vacated the hearing date previously set for June 25-29 and set a status conference for June 28, 2012. At the June 28 status hearing, the District Court of Clark County set out a hearing schedule to resolve a discovery dispute and did not reset a date for the jurisdictional hearing. From September 10 to September 12, 2012, the District Court of Clark County held a hearing to determine the outcome of certain discovery disputes and issued an Order on September 14, 2012. In its Order, the District Court of Clark County fined LVSC $25,000 and, for the purposes of the jurisdictional discovery and evidentiary hearing, precluded the Defendants from relying on the Macao Data Privacy Act as an objection or defense under its discovery obligations. On December 21, 2012, the District Court of Clark County ordered the defendants to produce documents from a former counsel to LVSC containing attorney client privileged information. On January 23, 2013, the defendants filed a writ with the Nevada Supreme Court challenging this order (the “January Writ”). On January 29, 2013, the District Court of Clark County granted defendants motion for a stay of the order. On February 15, 2013, the Nevada Supreme Court ordered the plaintiff to answer the January Writ. On February 28, 2013, the District Court of Clark County ordered a hearing on plaintiff’s request for sanctions and additional discovery (the “February 28th Order”). On April 8, 2013, the defendants filed a writ with the Nevada Supreme Court challenging the February 28th Order (the “April Writ”); and the Nevada Supreme Court ordered the plaintiff to answer the April Writ by May 20, 2013. The defendants also filed and were granted a stay of the February 28th Order by the District Court of Clark County until such time as the Nevada Supreme Court decides the April Writ. On June 18, 2013, the District Court of Clark County scheduled the jurisdictional hearing for July 16-22, 2013 and issued an order allowing the plaintiff access to privileged communications of counsel to the Company (the “June 18th Order”). On June 21, 2013, the Company filed another writ with the Nevada Supreme Court challenging the June 18th Order (the “June Writ”). The Nevada Supreme Court accepted the June Writ on June 28, 2013, and issued a stay of the June 18th Order. On June 28, 2013, the District Court of Clark County vacated the jurisdictional hearing. On July 3, 2013, the Company filed a motion with the Nevada Supreme Court to consolidate the pending writs (each of which have been fully briefed to the Nevada Supreme Court as of the date of this filing). On October 9, 2013, the Nevada Supreme Court heard arguments on the January Writ and plaintiff’s appeal of the District Court of Clark County’s dismissal of plaintiff’s defamation claim against Mr. Adelson. The Nevada Supreme Court has taken both matters under advisement pending a decision. On January 29, 2014, the defendants filed Supplemental Authority and a Motion to Recall Mandate with the Nevada Supreme Court to (i) inform the Nevada Supreme Court of a recently decided U.S. Supreme Court case involving similar jurisdictional issues to this matter and (ii) given this new precedent, to review anew its August 26, 2011, writ of mandamus to the District Court of Clark County, respectively. On February 27, 2014, the Nevada Supreme Court ruled in favor of the Company on the January Writ. On March 3, 2014, the Nevada Supreme Court is scheduled

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to hear oral arguments on the April and June Writs. Mr. Jacobs is seeking unspecified damages. This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On February 9, 2011, LVSC received a subpoena from the Securities and Exchange Commission (the “SEC”) requesting that the Company produce documents relating to its compliance with the Foreign Corrupt Practices Act (the “FCPA”). The Company has also been advised by the Department of Justice (the “DOJ”) that it is conducting a similar investigation. It is the Company’s belief that the subpoena may have emanated from the lawsuit filed by Steven C. Jacobs described above.

After the Company’s receipt of the subpoena from the SEC on February 9, 2011, the Board of Directors delegated to the Audit Committee, comprised of three independent members of the Board of Directors, the authority to investigate the matters raised in the SEC subpoena and related inquiry of the DOJ.

As part of the 2012 annual audit of the Company’s financial statements, the Audit Committee advised the Company and its independent accountants that it had reached certain preliminary findings, including that there were likely violations of the books and records and internal controls provisions of the FCPA and that in recent years, the Company has improved its practices with respect to books and records and internal controls.

Based on the information provided to management by the Audit Committee and its counsel, the Company believes, and the Audit Committee concurs, that the preliminary findings:

• do not have a material impact on the financial statements of the Company;

• do not warrant any restatement of the Company’s past financial statements; and

• do not represent a material weakness in the Company’s internal controls over financial reporting as of December 31, 2013.

The investigation by the Audit Committee is complete. The Company is cooperating with all investigations. Based on proceedings to date, management is currently unable to determine the probability of the outcome of this matter, the extent of materiality, or the range of reasonably possible loss, if any.

On May 24, 2010, Frank J. Fosbre, Jr. filed a purported class action complaint in the United States District Court for the District of Nevada (the “U.S. District Court”), against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 1, 2007 through November 6, 2008. The complaint sought, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On July 21, 2010, Wendell and Shirley Combs filed a purported class action complaint in the U.S. District Court, against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from June 13, 2007 through November 11, 2008. The complaint, which was substantially similar to the Fosbre complaint, discussed above, sought, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On August 31, 2010, the U.S. District Court entered an order consolidating the Fosbre and Combs cases, and appointed lead plaintiffs and lead counsel. As such, the Fosbre and Combs cases are reported as one consolidated matter. On November 1, 2010, a purported class action amended complaint was filed in the consolidated action against LVSC, Sheldon G. Adelson and William P. Weidner. The amended complaint alleges that LVSC, through the individual defendants, disseminated or approved materially false and misleading information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 2, 2007 through November 6, 2008. The amended complaint seeks, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On January 10, 2011, the defendants filed a motion to dismiss the amended complaint, which, on August 24, 2011, was granted in part, and denied in part, with the dismissal of certain allegations. On November 7, 2011, the defendants filed their answer to the allegations remaining in the amended complaint. On July 11, 2012, the U.S. District Court issued an order allowing Defendants’ Motion for Partial Reconsideration of the Court’s Order dated August 24, 2011, striking additional portions of the plaintiff’s complaint and reducing the class period to a period of February 4 to November 6, 2008. On August 7, 2012, the plaintiff filed a purported class action second amended complaint (the “Second Amended Complaint”) seeking to expand their allegations back to a time period of 2007 (having previously been cut back to 2008 by the U.S. District Court) essentially alleging very similar matters that had been previously stricken by the U.S. District Court. On October 16, 2012, the defendants filed a new motion to dismiss the Second Amended Complaint. The plaintiffs responded to the motion to dismiss on November 1, 2012, and defendants filed their reply on November 12, 2012. On November 20, 2012, the U.S. District Court granted a stay of discovery under the Private Securities Litigation Reform Act pending a decision on the new motion to dismiss and therefore, the discovery process has been suspended. On April 16, 2013, the case was reassigned to a new judge. On July 30, 2013,

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the U.S. District Court heard the motion to dismiss and took the matter under advisement. On November 7, 2013, the judge granted in part and denied in part defendants motions to dismiss. On December 13, 2013, the defendants filed their answer to the second amended complaint. Discovery in the matter has re-started. On January 8, 2014, plaintiffs filed a motion to expand the certified class period. On February 3, 2014, the judge agreed to the parties' stipulation to defer briefing on the issue of expanding the class period until the U.S. Supreme Court issues a decision in the case of Halliburton Co. v. Erica P. John Fund, Inc. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On March 23, 2012, Ernest Kleinschmidt filed a shareholder derivative action (the “Kleinschmidt action”) on behalf of the Company in the District Court of Clark County against Sheldon G. Adelson, Michael A. Leven, Irwin A. Siegel, Jeffrey H. Schwartz, Jason N. Ader, Charles D. Forman, Irwin Chafetz and George P. Koo, who are currently members of the Board of Directors, and Wing T. Chao, Andrew R. Heyer, James Purcell, Bradley H. Stone and William P. Weidner, who are former members of the Board of Directors and/or executives of the Company. The complaint alleges, among other things, breach of fiduciary duties for disseminating false and misleading information, failure to maintain internal controls and failing to properly oversee and manage the Company, and unjust enrichment. The complaint seeks, among other relief, unspecified damages, direction to LVSC to take unspecified actions to improve its corporate governance and internal procedures, restitution and disgorgement of profits, and attorneys’ fees, costs and related expenses for the plaintiff. On June 29, 2012, the defendants who had been served at that time including nominal defendant LVSC and defendants Michael A. Leven, Irwin A. Siegel, Jason N. Ader, Charles D. Forman, Irwin Chafetz, George P. Koo, James Purcell, Bradley H. Stone and William P. Weidner filed a motion to dismiss. On July 20 and July 25, 2012, defendants Jeffery H. Schwartz and Wing T. Chao, respectively, each filed a substantially similar motion to dismiss. On October 10, 2012, the case was transferred to business court within the District Court of Clark County. On October 12, 2012, the case was reassigned to a new judge. On January 14, 2013, the District Court of Clark County filed its order dismissing the entire case for failure to make a demand on the Board of Directors of LVSC with 5 of 6 claims dismissed with prejudice as being time barred under applicable statutes of limitations. The sixth claim for unjust enrichment was allowed to be re-filed, but only after demand on the Board of Directors of LVSC is made. The Company received a letter from the plaintiffs lawyers dated February 9, 2013, making their demand on the Board of Directors of LVSC for the unjust enrichment claim that the District Court of Clark County previously dismissed without prejudice. In addition, on February 19, 2013, the plaintiffs filed a notice of appeal with the Nevada Supreme Court appealing the dismissal of the case. Plaintiff’s opening brief in the Nevada Supreme Court was due on August 12, 2013, and the response briefs were due per the court’s calendar. On September 4, 2013, the appeal to the Nevada Supreme Court was dismissed.

On March 9, 2011, Benyamin Kohanim filed a shareholder derivative action (the “Kohanim action”) on behalf of the Company in the District Court of Clark County against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint alleges, among other things, breach of fiduciary duties in failing to properly implement, oversee and maintain internal controls to ensure compliance with the FCPA. The complaint seeks to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On April 18, 2011, Ira J. Gaines, Sunshine Wire and Cable Defined Benefit Pension Plan Trust dated 1/1/92 and Peachtree Mortgage Ltd. filed a shareholder derivative action (the “Gaines action”) on behalf of the Company in the District Court of Clark County against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim action. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. The Kohanim and Gaines actions have been consolidated and are reported as one consolidated matter. On July 25, 2011, the plaintiffs filed a first verified amended consolidated complaint. The plaintiffs have twice agreed to stay the proceedings. A 120-day stay was entered by the Court in October 2011. It was extended for another 90 days in February 2012 and expired in May 2012. The parties agreed to an extension of the May 2012 deadline that expired on October 30, 2012. The defendants filed a motion to dismiss on November 1, 2012, based on the fact that the plaintiffs have suffered no damages. On January 23, 2013, the Court denied the motion to dismiss in part, deferred the remainder of the motion to dismiss and stayed the proceedings until a July 22, 2013, status hearing. On July 22, 2013, the Court extended the stay until December 2, 2013, and then on December 2, 2013, extended it again until March 3, 2014. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On April 1, 2011, Nasser Moradi, Richard Buckman, Douglas Tomlinson and Matt Abbeduto filed a shareholder derivative action (the “Moradi action”), as amended on April 15, 2011, on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the

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Kohanim and Gaines actions. The complaint seeks to recover for the Company unspecified damages, including exemplary damages and restitution, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. On April 18, 2011, the Louisiana Municipal Police Employees Retirement System filed a shareholder derivative action (the “LAMPERS action”) on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi and Gaines actions. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On April 22, 2011, John Zaremba filed a shareholder derivative action (the “Zaremba action”) on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi, Gaines and LAMPERS actions. The complaint seeks to recover for the Company unspecified damages, including restitution, disgorgement of profits and injunctive relief, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On August 25, 2011, the U.S. District Court consolidated the Moradi, LAMPERS and Zaremba actions and such actions are reported as one consolidated matter. On November 17, 2011, the defendants filed a motion to dismiss or alternatively to stay the federal action due to the parallel state court action described above. On May 25, 2012, the case was transferred to a new judge. On August 27, 2012, the U.S. District Court granted the motion to stay pending a further update of the Special Litigation Committee due on October 30, 2012. On October 30, 2012, the defendants filed the update asking the judge to determine whether to continue the stay until January 31, 2013, or to address motions to dismiss. On November 7, 2012, the U.S. District Court denied defendants request for an extension of the stay but asked the parties to brief the motion to dismiss. On November 21, 2012, defendants filed their motion to dismiss. On December 21, 2012, plaintiffs filed their opposition and on January 18, 2013, defendants filed their reply. On May 31, 2013, the case was reassigned to a new judge. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On January 23, 2014, W.A. Sokolowski filed a shareholder derivative action (the "Sokolowski action") on behalf of the Company and in his individual capacity as a shareholder in the U.S. District Court for the District of Nevada against Sheldon G. Adelson, Michael A. Leven, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Charles A. Koppelman, Jeffrey H. Schwartz, Victor Chaltiel and Irwin A. Siegel, each of whom was serving on the Company’s board of directors (collectively, the “Directors”), as well as against Frederick Hipwell, a partner at PricewaterhouseCoopers LLP (“PwC”), the Company’s former auditor. The complaint alleges, among other things, that the Directors breached their fiduciary duties to the Company by attempting to conceal certain alleged misrepresentations and wrongdoing by the Company’s management, concealed certain facts in connection with audits performed by PwC and caused the issuance of a false or misleading proxy statement in 2013. The complaint seeks, among other things the appointment of a conservator or special master to oversee the Company’s discussions with governmental agencies as well as to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. The Company filed a motion to dismiss on February 13, 2014. This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On January 19, 2012, Asian American Entertainment Corporation, Limited (“AAEC”) filed a claim (the “Macao action”) with the Macao Judicial Court (Tribunal Judicial de Base) against VML, LVS (Nevada) International Holdings, Inc. (“LVS (Nevada)”), LVSLLC and VCR (collectively, the “Defendants”). The claim is for 3.0 billion patacas (approximately $375.6 million at exchange rates in effect on December 31, 2013) as compensation for damages resulting from the alleged breach of agreements entered into between AAEC and the Defendants for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of 2001. On July 4, 2012, the Defendants filed their defense to the Macao action with the Macao Judicial Court. AAEC then filed a reply that included several amendments to the original claim, although the amount of the claim was not amended. On January 4, 2013, the Defendants filed an amended defense to the amended claim with the Macao Judicial Court. The Macao action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

As previously disclosed by the Company, on February 5, 2007, AAEC brought a similar claim (the “Prior Action”) in the U.S. District Court, against LVSI (now known as LVSLLC), VCR and Venetian Venture Development, LLC, which are subsidiaries of the Company, and William P. Weidner and David Friedman, who are former executives of the Company. The U.S. District Court entered an order on April 16, 2010, dismissing the Prior Action. On April 20, 2012, LVSLLC, VCR and LVS (Nevada) filed an

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injunctive action (the “Nevada Action”) against AAEC in the U.S. District Court seeking to enjoin AAEC from proceeding with the Macao Action based on AAEC’s filing, and the U.S. District Court’s dismissal, of the Prior Action. On June 14, 2012, the U.S. District Court issued an order that denied the motions requesting the Nevada Action, thereby effectively dismissing the Nevada Action.

On August 1, 2012, SCL filed an announcement with the SEHK stating that SCL’s subsidiary, VML, has received a notification from the Office for Personal Data Protection of the Macao government (the “OPDP”) indicating that the OPDP has launched an official investigation procedure in relation to the alleged transfer from Macao by VML to the United States of certain data contrary to the Personal Data Protection Act (Macau). On April 13, 2013, the OPDP presented its findings and VML received a cumulative fine of 40,000 patacas (approximately $5,008 at exchange rates in effect on December 31, 2013). VML paid the fine as levied by the OPDP.

The Company previously received subpoenas from the U.S. Attorney’s Office for the Central District of California (the “USAO”) requesting the production of documents relating to two prior customers of the Company’s properties. In August 2013, the USAO completed its investigation and entered into an agreement with the Company, whereby the Company agreed to voluntarily return $47.4 million to the U.S. Treasury, which represented funds received from or on behalf of one of its customers, and provide written reports to the USAO regarding certain of its casino-related activities. The amount has been paid during the year ended December 31, 2013, and the matter has been closed.

On February 11, 2014, the Company disclosed that it was the victim of a sophisticated cyber-attack on its computer networks in the United States. As a result of this criminal attack, the U.S. government has commenced investigations into the source of the attack. In addition, the Company is working with internal and external forensic information technology systems experts in connection with this effort. As a result of the investigations and the Company’s efforts, which are ongoing, the Company has learned as of the date of the filing of this Annual Report on Form 10-K that certain customer and employee data was compromised at its Bethlehem facility and other data may have been stolen in the attack as well as that the attack may have destroyed certain other Company data. The Company is cooperating fully with the investigations. Based on the preliminary status of the investigations and the absence of claims asserted thus far, management is currently unable to determine the probability of the outcome of any matters relating to the cyber-attack, the extent of materiality or the range of reasonably possible loss, if any.

Macao Concession and Subconcession

On June 26, 2002, the Macao government granted a concession to operate casinos in Macao through June 26, 2022, subject to certain qualifications, to Galaxy Casino Company Limited (“Galaxy”), a consortium of Macao and Hong Kong-based investors. During December 2002, VML and Galaxy entered into a subconcession agreement that was recognized and approved by the Macao government and allows VML to develop and operate casino projects, including the Sands Macao, The Venetian Macao, the Plaza Casino at the Four Seasons Macao, and Sands Cotai Central, separately from Galaxy. Beginning on December 26, 2017, the Macao government may redeem the subconcession agreement by providing the Company at least one year prior notice.

Under the subconcession, the Company is obligated to pay to the Macao government an annual premium with a fixed portion and a variable portion based on the number and type of gaming tables it employs and gaming machines it operates. The fixed portion of the premium is equal to 30.0 million patacas (approximately $3.8 million at exchange rates in effect on December 31, 2013). The variable portion is equal to 300,000 patacas per gaming table reserved exclusively for certain kinds of games or players, 150,000 patacas per gaming table not so reserved and 1,000 patacas per electrical or mechanical gaming machine, including slot machines (approximately $37,558, $18,779 and $125, respectively, at exchange rates in effect on December 31, 2013), subject to a minimum of 45.0 million patacas (approximately $5.6 million at exchange rates in effect on December 31, 2013). The Company is also obligated to pay a special gaming tax of 35% of gross gaming revenues and applicable withholding taxes. The Company must also contribute 4% of its gross gaming revenue to utilities designated by the Macao government, a portion of which must be used for promotion of tourism in Macao. Based on the number and types of gaming tables employed and gaming machines in operation as of December 31, 2013, the Company was obligated under its subconcession to make minimum future payments of approximately $43.8 million in each of the next five years and approximately $153.4 million thereafter. These amounts are expected to increase as the Company completes its remaining Cotai Strip developments.

Currently, the gaming tax in Macao is calculated as a percentage of gross gaming revenue; however, unlike Nevada, gross gaming revenue does not include deductions for credit losses. As a result, if the Company extends credit to its customers in Macao and is unable to collect on the related receivables, the Company must pay taxes on its winnings from these customers even though it was unable to collect on the related receivables. If the laws are not changed, the Company’s business in Macao may not be able to realize the full benefits of extending credit to its customers. Although there are proposals to revise the gaming tax laws in Macao, there can be no assurance that the laws will be changed.

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Operating Leases

The Company leases real estate and various equipment under operating lease arrangements and is also party to several service agreements with terms in excess of one year. As of December 31, 2013, the Company was obligated under non-cancelable operating leases to make future minimum lease payments as follows (in thousands):

2014	$	15,539
2015	9,253
2016	5,071
2017	3,793
2018	3,640
Thereafter	102,300
Total minimum payments	$	139,596

Expenses incurred under operating lease agreements, including those that are short-term and variable-rate in nature, totaled $67.5 million, $51.4 million and $43.9 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Other Ventures and Commitments

The Company has entered into employment agreements with nine of its executive officers, with remaining terms of one to four years. As of December 31, 2013, the Company was obligated to make future payments of $10.2 million, $5.2 million, $2.4 million and $0.2 million during the years ended December 31, 2014, 2015, 2016 and 2017, respectively.

During 2003, the Company entered into three lease termination and asset purchase agreements with The Grand Canal Shoppes tenants. In each case, the Company has obtained title to leasehold improvements and other fixed assets, which were originally purchased by The Grand Canal Shoppes tenants, and which have been recorded at estimated fair market value, which approximated the discounted present value of the Company’s obligation to the former tenants. As of December 31, 2013, the Company was obligated under these agreements to make future payments of approximately $0.4 million in each of the next five years and $4.8 million thereafter.

Malls and Other

The Company leases space at several of its integrated resorts to various third parties. These leases are non-cancelable operating leases with lease periods that vary from 1 month to 25 years. The leases include minimum base rents with escalated contingent rent clauses. At December 31, 2013, the future minimum rentals on these non-cancelable leases are as follows (in thousands, at exchange rates in effect on December 31, 2013):

2014	$	334,229
2015	304,708
2016	248,691
2017	195,754
2018	150,321
Thereafter	402,847
Total minimum future rentals	$	1,636,550

The total minimum future rentals do not include the escalated contingent rent clauses. Contingent rentals amounted to $129.1 million, $109.0 million and $82.3 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Note 14 — Stock-Based Employee Compensation

The Company has three nonqualified stock option plans, the 1997 Plan, the 2004 Plan and the SCL Equity Plan, which are described below. The plans provide for the granting of stock options pursuant to the applicable provisions of the Internal Revenue Code and regulations.

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LVSLLC 1997 Fixed Stock Option Plan

The 1997 Plan provides for 19,952,457 shares (on a post-split basis) of common stock of LVSLLC to be reserved for issuance to officers and other key employees or consultants of LVSLLC or any LVSLLC affiliates or subsidiaries (each as defined in the 1997 Plan) pursuant to options granted under the 1997 Plan.

The 1997 Plan provides that the Principal Stockholder may, at any time, assume the 1997 Plan or certain obligations under the 1997 Plan, in which case the Principal Stockholder will have all the rights, powers and responsibilities granted LVSLLC or its Board of Directors under the 1997 Plan with respect to such assumed obligations. The Principal Stockholder assumed LVSLLC’s obligations under the 1997 Plan to sell shares to optionees upon the exercise of their options with respect to options granted prior to July 15, 2004. LVSLLC is responsible for all other obligations under the 1997 Plan. LVSC assumed all of the obligations of LVSLLC and the Principal Stockholder under the 1997 Plan (other than the obligation of the Principal Stockholder to issue 984,321 shares under options granted prior to July 15, 2004), in connection with its initial public offering.

The Board of Directors agreed not to grant any additional stock options under the 1997 Plan following the initial public offering and there were no options outstanding under it during the year ended December 31, 2012. In February 2013, the Board of Directors approved the dissolution of the 1997 Plan.

Las Vegas Sands Corp. 2004 Equity Award Plan

The Company adopted the 2004 Plan for grants of options to purchase its common stock. The purpose of the 2004 Plan is to give the Company a competitive edge in attracting, retaining and motivating employees, directors and consultants and to provide the Company with a stock plan providing incentives directly related to increases in its stockholder value. Any of the Company’s subsidiaries’ or affiliates’ employees, directors or officers and many of its consultants are eligible for awards under the 2004 Plan. The 2004 Plan provides for an aggregate of 26,344,000 shares of the Company’s common stock to be available for awards. The 2004 Plan has a term of ten years and no further awards may be granted after the expiration of the term. The compensation committee may grant awards of nonqualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards or any combination of the foregoing. As of December 31, 2013, there were 6,413,843 shares available for grant under the 2004 Plan.

Stock option awards are granted with an exercise price equal to the fair market value (as defined in the 2004 Plan) of the Company’s stock on the date of grant. The outstanding stock options generally vest over four years and have ten-year contractual terms. Compensation cost for all stock option grants, which all have graded vesting, is net of estimated forfeitures and is recognized on a straight-line basis over the awards’ respective requisite service periods. The Company estimates the fair value of stock options using the Black-Scholes option-pricing model. Expected volatilities are based on the Company’s historical volatility for a period equal to the expected life of the stock options. The expected option life is based on the contractual term of the option as well as historical exercise and forfeiture behavior. The risk-free interest rate for periods equal to the expected term of the stock option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is based on the estimate of annual dividends expected to be paid at the time of the grant.

Sands China Ltd. Equity Award Plan

The Company’s subsidiary, SCL, adopted an equity award plan (the “SCL Equity Plan”) for grants of options to purchase ordinary shares of SCL. The purpose of the SCL Equity Plan is to give SCL a competitive edge in attracting, retaining and motivating employees, directors and consultants and to provide SCL with a stock plan providing incentives directly related to increases in its stockholder value. Subject to certain criteria as defined in the SCL Equity Plan, SCL’s subsidiaries’ or affiliates’ employees, directors or officers and many of its consultants are eligible for awards under the SCL Equity Plan. The SCL Equity Plan provides for an aggregate of 804,786,508 shares of SCL’s common stock to be available for awards. The SCL Equity Plan has a term of ten years and no further awards may be granted after the expiration of the term. SCL’s compensation committee may grant awards of stock options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards or any combination of the foregoing. As of December 31, 2013, there were 769,242,301 shares available for grant under the SCL Equity Plan.

Stock option awards are granted with an exercise price not less than (i) the closing price of SCL’s stock on the date of grant or (ii) the average closing price of SCL’s stock for the five business days immediately preceding the date of grant. The outstanding stock options generally vest over four years and have ten-year contractual terms. Compensation cost for all stock option grants, which all have graded vesting, is net of estimated forfeitures and is recognized on a straight-line basis over the awards’ respective requisite service periods. The Company estimates the fair value of stock options using the Black-Scholes option-pricing model. Expected volatilities are based on a combination of SCL's historical volatilities and the historical volatilities from a selection of

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companies from SCL’s peer group due to SCL’s lack of historical information. The Company used the simplified method for estimating expected option life, as the options qualify as “plain-vanilla” options. The risk-free interest rate for periods equal to the expected term of the stock option is based on the Hong Kong Exchange Fund Note rate in effect at the time of grant. The expected dividend yield is based on the estimate of annual dividends expected to be paid at the time of the grant.

Stock-Based Employee Compensation Activity

The fair value of each option grant was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions:

	Year Ended December 31,
	2013		2012		2011
LVSC 2004 Plan:
Weighted average volatility	94.8	%	95.2	%	94.4	%
Expected term (in years)	5.5		5.5		6.3
Risk-free rate	1.3	%	1.1	%	2.7	%
Expected dividends	2.5	%	1.9	%	—	%
SCL Equity Plan:
Weighted average volatility	67.7	%	70.0	%	69.2	%
Expected term (in years)	6.3		6.2		6.3
Risk-free rate	0.7	%	0.5	%	1.3	%
Expected dividends	3.1	%	4.0	%	—	%

A summary of the stock option activity for the Company’s equity award plans for the year ended December 31, 2013, is presented below:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
LVSC 2004 Plan:
Outstanding as of January 1, 2013	9,790,460		$	40.16
Granted	287,558		56.55
Exercised	(2,777,127	)	18.08
Forfeited	(393,700	)	49.43
Outstanding as of December 31, 2013	6,907,191		$	49.18	4.33	$	212,321,939
Exercisable as of December 31, 2013	5,426,053		$	50.87	3.50	$	159,166,034
SCL Equity Plan:
Outstanding as of January 1, 2013	23,323,640		$	2.66
Granted	4,536,800		5.60
Exercised	(7,779,586	)	2.48
Forfeited	(2,473,808	)	2.79
Outstanding as of December 31, 2013	17,607,046		$	3.49	8.01	$	81,620,386
Exercisable as of December 31, 2013	3,059,475		$	2.37	7.13	$	17,600,866

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A summary of the unvested restricted stock and stock units under the Company’s equity award plans for the year ended December 31, 2013, is presented below:

	Shares		Weighted Average Grant Date Fair Value
LVSC 2004 Plan:
Unvested restricted stock as of January 1, 2013	1,116,697		$	47.82
Granted	46,848		54.72
Vested	(337,756	)	46.89
Transfer from restricted stock units	100,000		23.89
Forfeited	(13,076	)	44.36
Unvested restricted stock as of December 31, 2013	912,713		$	45.94
Unvested restricted stock units as of January 1, 2013	374,500		$	28.35
Granted	123,207		58.82
Vested	—		—
Transfer to restricted stock	(100,000	)	23.89
Forfeited	(10,000	)	55.98
Unvested restricted stock units as of December 31, 2013	387,707		$	38.47
SCL Equity Plan:
Unvested restricted stock units as of January 1, 2013	—		$	—
Granted	2,608,400		6.64
Vested	—		—
Forfeited	—		—
Unvested restricted stock units as of December 31, 2013	2,608,400		$	6.64

As of December 31, 2013, under the 2004 Plan there was $19.0 million of unrecognized compensation cost, net of estimated forfeitures of 8.0% per year, related to unvested stock options and there was $29.8 million of unrecognized compensation cost, net of estimated forfeitures of 8.0% per year, related to unvested restricted stock and stock units. The stock option and restricted stock and stock unit costs are expected to be recognized over a weighted average period of 2.3 years and 2.2 years, respectively.

As of December 31, 2013, under the SCL Equity Plan there was $16.2 million of unrecognized compensation cost, net of estimated forfeitures of 8.8% per year, related to unvested stock options and there was $16.0 million of unrecognized compensation cost related to unvested restricted stock units. The stock option and restricted stock unit costs are expected to be recognized over a weighted average period of 2.2 years and 3.5 years, respectively.

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The stock-based compensation activity for the 2004 Plan and SCL Equity Plan is as follows for the three years ended December 31, 2013 (in thousands, except weighted average grant date fair values):

	Year Ended December 31,
	2013		2012		2011
Compensation expense:
Stock options	$	32,549	$	35,777	$	44,691
Restricted stock and stock units	20,828		29,651		18,023
	$	53,377	$	65,428	$	62,714
Income tax benefit recognized in the consolidated statements of operations	$	—	$	—	$	—
Compensation cost capitalized as part of property and equipment	$	941	$	938	$	576
LVSC 2004 Plan:
Stock options granted	288		537		263
Weighted average grant date fair value	$	35.76	$	36.17	$	36.31
Restricted stock granted	47		517		1,250
Weighted average grant date fair value	$	54.72	$	52.97	$	45.42
Restricted stock units granted	123		333		42
Weighted average grant date fair value	$	58.82	$	25.98	$	47.15
Stock options exercised:
Intrinsic value	$	129,149	$	84,761	$	89,814
Cash received	$	50,223	$	34,668	$	23,238
Tax benefit realized for tax deductions from stock-based compensation	$	—	$	—	$	—
SCL Equity Plan:
Stock options granted	4,537		7,762		9,987
Weighted average grant date fair value	$	2.63	$	1.65	$	1.71
Restricted stock units granted	2,608,400		—		—
Weighted average grant date fair value	$	6.64	$	—	$	—
Stock options exercised:
Intrinsic value	$	25,786	$	12,261	$	1,699
Cash received	$	19,373	$	11,572	$	2,267
Tax benefit realized for tax deductions from stock-based compensation	$	—	$	—	$	—

Note 15 — Employee Benefit Plans

The Company is self-insured for health care and workers compensation benefits for its U.S. employees. The liability for claims filed and estimates of claims incurred but not filed is included in other accrued liabilities in the accompanying consolidated balance sheets.

Participation in the VCR 401(k) employee savings plan is available for all eligible employees after a three-month probation period. The savings plan allows participants to defer, on a pre-tax basis, a portion of their salary and accumulate tax-deferred earnings as a retirement fund. The Company matches 150% of the first $390 of employee contributions and 50% of employee contributions in excess of $390 up to a maximum of 5% of participating employee’s eligible gross wages. For the years ended December 31, 2013, 2012 and 2011, the Company’s matching contributions under the savings plan were $8.2 million, $4.7 million and $7.9 million, respectively.

Participation in VML’s provident retirement fund is available for all permanent employees after a three-month probation period. VML contributes 5% of each employee’s basic salary to the fund and the employee is eligible to receive 30% of these contributions after working for three consecutive years, gradually increasing to 100% after working for ten years. For the years ended December 31, 2013, 2012 and 2011, VML’s contributions into the provident fund were $28.6 million, $22.9 million and $16.0 million, respectively.

Participation in MBS’s provident retirement fund is available for all permanent employees that are Singapore residents upon joining the Company. As of December 31, 2013, MBS contributes 16% of each employee’s basic salary to the fund, subject to certain caps as mandated by local regulations. The employee is eligible to receive funds upon reaching the retirement age or upon meeting requirements set up by local regulations. For the years ended December 31, 2013, 2012 and 2011, MBS’s contributions into the provident fund were $40.4 million, $32.8 million and $30.7 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 16 — Related Party Transactions

During the years ended December 31, 2013, 2012 and 2011, the Principal Stockholder and his family purchased certain lodging, banquet room, catering goods and services and procurement services from the Company for approximately $1.7 million, $1.3 million and $0.5 million, respectively.

During the years ended December 31, 2013, 2012 and 2011, the Company incurred and paid certain expenses totaling $11.4 million, $11.7 million and $16.5 million, respectively, to its Principal Stockholder related to the Company’s use of his personal aircraft for business purposes. In addition, during the years ended December 31, 2013, 2012 and 2011, the Company charged and received from the Principal Stockholder $17.6 million,$15.4 million and $15.2 million, respectively, related to aviation costs incurred by the Company for the Principal Stockholder’s use of Company aviation personnel and assets for personal purposes. See “— Note 9 — Equity — Other Equity Transactions” regarding the Company’s purchase of a Boeing 747 airplane from an entity controlled by the Principal Stockholder in June 2012.

On November 15, 2011, the Company paid $577.5 million to redeem all of the Preferred Stock held by the Principal Stockholder’s family. On March 2, 2012, the Principal Stockholder’s family exercised all of their outstanding Warrants to purchase 87,500,175 shares of the Company’s common stock for $6.00 per share and paid $525.0 million in cash as settlement of the Warrant exercise price. See “— Note 9 — Equity — Preferred Stock and Warrants — Preferred Stock Issued to Principal Stockholder’s Family.”

During the year ended December 31, 2003, the Company purchased the lease interest and assets of Carnevale Coffee Bar, LLC, in which the Principal Stockholder is a partner, for $3.1 million, payable in installments of $0.6 million during 2003, and approximately $0.3 million annually over 10 years, beginning in 2004 through September 1, 2013.

Note 17 — Segment Information

The Company’s principal operating and developmental activities occur in three geographic areas: Macao, Singapore and the U.S. The Company reviews the results of operations for each of its operating segments: The Venetian Macao; Sands Cotai Central; Four Seasons Macao; Sands Macao; Other Asia (comprised primarily of the Company’s ferry operations and various other operations that are ancillary to the Company’s properties in Macao); Marina Bay Sands; The Venetian Las Vegas, which includes the Sands Expo Center; The Palazzo; and Sands Bethlehem. The Venetian Las Vegas and The Palazzo operating segments are managed as a single integrated resort and have been aggregated as one reportable segment (the “Las Vegas Operating Properties”), considering their similar economic characteristics, types of customers, types of services and products, the regulatory business environment of the operations within each segment and the Company’s organizational and management reporting structure. The Company also reviews construction and development activities for each of its primary projects under development, in addition to its reportable segments noted above. The Company’s primary projects under development are The Parisian Macao and the remaining phase of Sands Cotai Central in Macao, and the Las Vegas Condo Tower (which construction is currently suspended and is included in Corporate and Other) in the U.S. The corporate activities of the Company are also included in Corporate and Other. The Company’s segment information is as follows as of and for the years ended December 31, 2013, 2012 and 2011 (in thousands):

	Year Ended December 31,
	2013			2012			2011
Net Revenues
Macao:
The Venetian Macao	$	3,851,230		$	3,037,975		$	2,827,174
Sands Cotai Central	2,698,430			1,052,124			—
Four Seasons Macao	1,065,405			1,086,456			678,293
Sands Macao	1,237,016			1,250,552			1,282,201
Other Asia	139,572			148,330			147,323
	8,991,653			6,575,437			4,934,991
Marina Bay Sands	2,968,366			2,886,139			2,921,863
United States:
Las Vegas Operating Properties	1,518,024			1,384,629			1,324,505
Sands Bethlehem	496,738			470,458			399,900
	2,014,762			1,855,087			1,724,405
Intersegment eliminations	(204,896		)	(185,531		)	(170,514		)
Total net revenues	$	13,769,885		$	11,131,132		$	9,410,745

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

	Year Ended December 31,
	2013			2012			2011
Adjusted Property EBITDA(1)
Macao:
The Venetian Macao	$	1,499,937		$	1,143,245		$	1,022,778
Sands Cotai Central	739,723			213,476			—
Four Seasons Macao	305,040			288,170			217,923
Sands Macao	362,858			350,639			351,877
Other Asia	(3,855		)	(15,950		)	(15,143		)
	2,903,703			1,979,580			1,577,435
Marina Bay Sands	1,384,576			1,366,245			1,530,623
United States:
Las Vegas Operating Properties	351,739			331,182			333,295
Sands Bethlehem	123,337			114,055			90,802
	475,076			445,237			424,097
Total adjusted property EBITDA	4,763,355			3,791,062			3,532,155
Other Operating Costs and Expenses
Stock-based compensation	(30,053		)	(30,772		)	(31,467		)
Legal settlement	(47,400		)	—			—
Corporate	(189,535		)	(207,030		)	(185,694		)
Pre-opening	(13,339		)	(143,795		)	(65,825		)
Development	(15,809		)	(19,958		)	(11,309		)
Depreciation and amortization	(1,007,468		)	(892,046		)	(794,404		)
Amortization of leasehold interests in land	(40,352		)	(40,165		)	(43,366		)
Impairment loss	—			(143,674		)	—
Loss on disposal of assets	(11,156		)	(2,240		)	(10,203		)
Operating income	3,408,243			2,311,382			2,389,887
Other Non-Operating Costs and Expenses
Interest income	16,337			23,252			14,394
Interest expense, net of amounts capitalized	(271,211		)	(258,564		)	(282,949		)
Other income (expense)	4,321			5,740			(3,955		)
Loss on modification or early retirement of debt	(14,178		)	(19,234		)	(22,554		)
Income tax expense	(188,836		)	(180,763		)	(211,704		)
Net income	$	2,954,676		$	1,881,813		$	1,883,119

_________________________

(1) Adjusted property EBITDA is net income before royalty fees, stock-based compensation expense, legal settlement expense (see "— Note 13 — Commitments and Contingencies — Litigation"), corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, impairment loss, loss on disposal of assets, interest, other income (expense), loss on modification or early retirement of debt and income taxes. Adjusted property EBITDA is used by management as the primary measure of operating performance of the Company’s properties and to compare the operating performance of the Company’s properties with that of its competitors.

	Year Ended December 31,
	2013		2012		2011
Intersegment Revenues
Macao:
The Venetian Macao	$	5,296	$	5,125	$	3,923
Sands Cotai Central	356		251		—
Other Asia	34,120		32,748		36,888
	39,772		38,124		40,811
Marina Bay Sands	9,548		3,449		1,298
Las Vegas Operating Properties	155,576		143,958		128,405
Total intersegment revenues	$	204,896	$	185,531	$	170,514

112

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

	Year Ended December 31,
	2013		2012		2011
Capital Expenditures
Corporate and Other	$	41,152	$	100,887	$	23,062
Macao:
The Venetian Macao	96,172		112,351		28,018
Sands Cotai Central	262,540		862,951		842,962
Four Seasons Macao	15,003		28,143		31,092
Sands Macao	26,491		25,076		7,690
Other Asia	1,319		1,193		5,553
The Parisian Macao	212,842		20,393		39
	614,367		1,050,107		915,354
Marina Bay Sands	142,706		119,647		466,144
United States:
Las Vegas Operating Properties	93,191		156,205		47,666
Sands Bethlehem	6,695		22,388		56,267
	99,886		178,593		103,933
Total capital expenditures	$	898,111	$	1,449,234	$	1,508,493

	December 31,
	2013		2012		2011
Total Assets
Corporate and Other	$	630,673	$	586,788	$	644,645
Macao:
The Venetian Macao	4,367,533		3,254,193		3,199,194
Sands Cotai Central	4,669,358		4,791,560		4,333,406
Four Seasons Macao	1,273,654		1,338,714		1,267,977
Sands Macao	383,444		414,531		485,231
Other Asia	328,332		345,522		328,415
The Parisian Macao	376,014		118,975		96,017
Other Development Projects	169		123		110,133
	11,398,504		10,263,618		9,820,373
Marina Bay Sands	6,354,231		6,941,510		6,794,258
United States:
Las Vegas Operating Properties	3,653,127		3,605,513		4,105,618
Sands Bethlehem	687,729		766,223		879,229
	4,340,856		4,371,736		4,984,847
Total assets	$	22,724,264	$	22,163,652	$	22,244,123

113

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

	December 31,
	2013		2012		2011
Total Long-Lived Assets
Corporate and Other	$	388,448	$	398,100	$	312,860
Macao:
The Venetian Macao	1,925,040		1,968,415		2,002,751
Sands Cotai Central	3,772,095		3,836,471		3,053,551
Four Seasons Macao	928,396		971,732		1,006,441
Sands Macao	279,395		285,344		291,620
Other Asia	189,136		202,392		216,030
The Parisian Macao	376,014		118,912		96,017
Other Development Projects	—		—		101,062
	7,470,076		7,383,266		6,767,472
Marina Bay Sands	5,277,126		5,657,351		5,471,376
United States:
Las Vegas Operating Properties	3,073,793		3,179,426		3,244,090
Sands Bethlehem	578,329		607,346		625,649
	3,652,122		3,786,772		3,869,739
Total long-lived assets	$	16,787,772	$	17,225,489	$	16,421,447

Note 18 — Condensed Consolidating Financial Information

LVSLLC, as the issuer and primary obligor of the 2013 U.S. Credit Facility, VCR, Venetian Marketing, Inc., Sands Expo & Convention Center, Inc. (formerly Interface Group-Nevada, Inc.) and Sands Pennsylvania, Inc. (collectively, the “Restricted Subsidiaries”), are all guarantors under the 2013 U.S. Credit Facility. The noncontrolling interest amounts included in the Restricted Subsidiaries’ condensed consolidating financial information are related to non-voting preferred stock of one of the subsidiaries held by third parties.

In February 2008, all of the capital stock of Phase II Mall Subsidiary, LLC (a subsidiary of VCR), was sold to GGP; however, the sale is not complete from an accounting perspective due to the Company’s continuing involvement in the transaction related to the participation in certain potential future revenues earned by GGP. Certain of the assets, liabilities and operating results related to the ownership and operation of the mall by Phase II Mall Subsidiary, LLC subsequent to the sale will continue to be accounted for by the Restricted Subsidiaries, and therefore are included in the “Restricted Subsidiaries” columns in the following condensed consolidating financial information. As a result, net liabilities of $29.3 million (consisting of $239.3 million of property and equipment, offset by $268.6 million of liabilities consisting primarily of deferred proceeds from the sale) and $17.3 million (consisting of $250.8 million of property and equipment, offset by $268.1 million of liabilities consisting primarily of deferred proceeds from the sale) as of December 31, 2013 and 2012, respectively, and a net loss (consisting primarily of depreciation expense) of $12.9 million, $15.1 million and $19.5 million for the years ended December 31, 2013, 2012 and 2011, respectively, related to the mall and are being accounted for by the Restricted Subsidiaries. These balances and amounts are not collateral for the 2013 U.S. Credit Facility.

In connection with the refinancing of the Senior Secured Credit Facility, there has been a change in the group of subsidiaries that are the Restricted Subsidiaries, to exclude Palazzo Condo Tower, LLC, LVS (Nevada) International Holdings, Inc. and LVS Management Services, LLC. Accordingly, the Company has reclassified the prior periods to conform with the current presentation of the Restricted Subsidiaries.

114

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following condensed consolidating financial information of LVSC, a non-guarantor parent; the Restricted Subsidiaries, including LVSLLC as the issuer; and the non-restricted subsidiaries on a combined basis as of December 31, 2013 and 2012, and for each of the three years in the period ended December 31, 2013, is being presented in order to meet the reporting requirements under the 2013 U.S. Credit Facility, and is not intended to comply with SEC Regulation S-X 3-10 (in thousands):

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2013

	LVSC (Non-Guarantor Parent)		Restricted Subsidiaries		Non-Restricted Subsidiaries		Consolidating/ Eliminating Entries			Total
Cash and cash equivalents	$	50,180	$	315,489	$	3,234,745	$	—		$	3,600,414
Restricted cash and cash equivalents	—		—		6,839		—			6,839
Intercompany receivables	271,993		236,259		—		(508,252		)	—
Intercompany notes receivables	—		—		251,537		(251,537		)	—
Accounts receivable, net	11,815		295,333		1,454,962		—			1,762,110
Inventories	3,895		12,609		25,442		—			41,946
Deferred income taxes, net	7,509		37,233		—		(44,742		)	—
Prepaid expenses and other	21,311		11,592		71,327		—			104,230
Total current assets	366,703		908,515		5,044,852		(804,531		)	5,515,539
Property and equipment, net	155,806		3,056,678		12,146,469		—			15,358,953
Investments in subsidiaries	7,568,252		6,112,507		—		(13,680,759		)	—
Deferred financing costs, net	181		30,737		155,046		—			185,964
Intercompany receivables	483		38,931		—		(39,414		)	—
Intercompany notes receivable	—		1,081,710		—		(1,081,710		)	—
Deferred income taxes, net	—		—		—		13,821			13,821
Leasehold interests in land, net	—		—		1,428,819		—			1,428,819
Intangible assets, net	690		—		101,391		—			102,081
Other assets, net	264		22,288		96,535		—			119,087
Total assets	$	8,092,379	$	11,251,366	$	18,973,112	$	(15,592,593	)	$	22,724,264
Accounts payable	$	8,381	$	25,679	$	85,134	$	—		$	119,194
Construction payables	2,161		3,226		236,173		—			241,560
Intercompany payables	—		278,309		229,943		(508,252		)	—
Intercompany notes payable	251,537		—		—		(251,537		)	—
Accrued interest payable	77		224		6,250		—			6,551
Other accrued liabilities	54,071		224,759		1,916,036		—			2,194,866
Income taxes payable	—		17		176,661		—			176,678
Deferred income taxes	—		—		58,051		(44,742		)	13,309
Current maturities of long-term debt	3,688		24,892		348,927		—			377,507
Total current liabilities	319,915		557,106		3,057,175		(804,531		)	3,129,665
Other long-term liabilities	3,775		10,175		98,245		—			112,195
Intercompany payables	—		—		39,414		(39,414		)	—
Intercompany notes payable	—		—		1,081,710		(1,081,710		)	—
Deferred income taxes	39,523		54,668		65,199		13,821			173,211
Deferred amounts related to mall transactions	—		425,912		—		—			425,912
Long-term debt	63,672		2,823,269		6,495,811		—			9,382,752
Total liabilities	426,885		3,871,130		10,837,554		(1,911,834		)	13,223,735
Total Las Vegas Sands Corp. stockholders’ equity	7,665,494		7,379,831		6,300,928		(13,680,759		)	7,665,494
Noncontrolling interests	—		405		1,834,630		—			1,835,035
Total equity	7,665,494		7,380,236		8,135,558		(13,680,759		)	9,500,529
Total liabilities and equity	$	8,092,379	$	11,251,366	$	18,973,112	$	(15,592,593	)	$	22,724,264

115

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2012

	LVSC (Non-Guarantor parent)		Restricted Subsidiaries		Non-Restricted Subsidiaries		Consolidating/ Eliminating Entries			Total
Cash and cash equivalents	$	7,962	$	182,402	$	2,322,402	$	—		$	2,512,766
Restricted cash and cash equivalents	—		1		4,520		—			4,521
Intercompany receivables	209,961		256,409		—		(466,370		)	—
Intercompany notes receivable	—		1,100,000		237,161		(1,337,161		)	—
Accounts receivable, net	6,646		259,691		1,552,923		—			1,819,260
Inventories	3,501		13,081		27,293		—			43,875
Deferred income taxes, net	5,687		36,900		—		(40,288		)	2,299
Prepaid expenses and other	13,257		12,223		69,313		—			94,793
Total current assets	247,014		1,860,707		4,213,612		(1,843,819		)	4,477,514
Property and equipment, net	173,065		3,157,605		12,436,078		—			15,766,748
Investments in subsidiaries	7,045,198		4,675,328		—		(11,720,526		)	—
Deferred financing costs, net	238		12,528		201,699		—			214,465
Restricted cash and cash equivalents	—		—		1,938		—			1,938
Intercompany receivables	6,109		56,302		—		(62,411		)	—
Intercompany notes receivable	—		928,728		—		(928,728		)	—
Deferred income taxes, net	3,665		—		—		39,615			43,280
Leasehold interests in land, net	—		—		1,458,741		—			1,458,741
Intangible assets, net	690		—		69,928		—			70,618
Other assets, net	243		18,403		111,702		—			130,348
Total assets	$	7,476,222	$	10,709,601	$	18,493,698	$	(14,515,869	)	$	22,163,652
Accounts payable	$	9,948	$	25,007	$	71,543	$	—		$	106,498
Construction payables	5,318		7,646		330,408		—			343,372
Intercompany payables	—		173,893		292,477		(466,370		)	—
Intercompany notes payable	237,161		—		1,100,000		(1,337,161		)	—
Accrued interest payable	82		1,050		14,410		—			15,542
Other accrued liabilities	42,318		235,889		1,617,276		—			1,895,483
Income taxes payable	—		4		164,122		—			164,126
Deferred income taxes	—		—		40,288		(40,288		)	—
Current maturities of long-term debt	3,688		90,649		3,465		—			97,802
Total current liabilities	298,515		534,138		3,633,989		(1,843,819		)	2,622,823
Other long-term liabilities	48,506		9,776		75,654		—			133,936
Intercompany payables	—		—		62,411		(62,411		)	—
Intercompany notes payable	—		—		928,728		(928,728		)	—
Deferred income taxes	—		39,643		106,687		39,615			185,945
Deferred amounts related to mall transactions	—		430,271		—		—			430,271
Long-term debt	67,359		2,753,745		7,311,161		—			10,132,265
Total liabilities	414,380		3,767,573		12,118,630		(2,795,343		)	13,505,240
Total Las Vegas Sands Corp. stockholders’ equity	7,061,842		6,941,623		4,778,903		(11,720,526		)	7,061,842
Noncontrolling interests	—		405		1,596,165		—			1,596,570
Total equity	7,061,842		6,942,028		6,375,068		(11,720,526		)	8,658,412
Total liabilities and equity	$	7,476,222	$	10,709,601	$	18,493,698	$	(14,515,869	)	$	22,163,652

116

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2013

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—		$	584,372		$	10,802,545		$	—		$	11,386,917
Rooms	—			472,518			908,163			—			1,380,681
Food and beverage	—			197,371			532,888			—			730,259
Mall	—			—			481,400			—			481,400
Convention, retail and other	—			310,276			377,791			(172,888		)	515,179
	—			1,564,537			13,102,787			(172,888		)	14,494,436
Less — promotional allowances	(1,455		)	(91,217		)	(629,994		)	(1,885		)	(724,551		)
Net revenues	(1,455		)	1,473,320			12,472,793			(174,773		)	13,769,885
Operating expenses:
Casino	—			314,966			6,171,744			(2,992		)	6,483,718
Rooms	—			157,497			114,449			(4		)	271,942
Food and beverage	—			90,507			283,366			(4,303		)	369,570
Mall	—			—			73,358			—			73,358
Convention, retail and other	—			106,242			238,296			(26,669		)	317,869
Provision for doubtful accounts	—			29,977			207,809			—			237,786
General and administrative	—			341,659			988,927			(846		)	1,329,740
Corporate	164,926			1,264			163,287			(139,942		)	189,535
Pre-opening	—			911			12,428			—			13,339
Development	15,207			—			619			(17		)	15,809
Depreciation and amortization	26,165			186,871			794,432			—			1,007,468
Amortization of leasehold interests in land	—			—			40,352			—			40,352
(Gain) loss on disposal of assets	(12,641		)	1,823			21,974			—			11,156
	193,657			1,231,717			9,111,041			(174,773		)	10,361,642
Operating income (loss)	(195,112		)	241,603			3,361,752			—			3,408,243
Other income (expense):
Interest income	1,155			173,203			18,189			(176,210		)	16,337
Interest expense, net of amounts capitalized	(4,269		)	(88,972		)	(354,180		)	176,210			(271,211		)
Other income (expense)	(5,282		)	(2,322		)	11,925			—			4,321
Loss on modification or early retirement of debt	—			(14,178		)	—			—			(14,178		)
Income from equity investments in subsidiaries	2,416,604			2,119,936			—			(4,536,540		)	—
Income before income taxes	2,213,096			2,429,270			3,037,686			(4,536,540		)	3,143,512
Income tax benefit (expense)	92,901			(133,519		)	(148,218		)	—			(188,836		)
Net income	2,305,997			2,295,751			2,889,468			(4,536,540		)	2,954,676
Net income attributable to noncontrolling interests	—			(2,894		)	(645,785		)	—			(648,679		)
Net income attributable to Las Vegas Sands Corp.	$	2,305,997		$	2,292,857		$	2,243,683		$	(4,536,540	)	$	2,305,997

117

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2012

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—		$	512,647		$	8,495,511		$	—		$	9,008,158
Rooms	—			446,241			707,783			—			1,154,024
Food and beverage	—			173,111			455,417			—			628,528
Mall	—			—			396,927			—			396,927
Convention, retail and other	—			294,047			359,342			(156,357		)	497,032
	—			1,426,046			10,414,980			(156,357		)	11,684,669
Less — promotional allowances	(1,109		)	(84,613		)	(466,177		)	(1,638		)	(553,537		)
Net revenues	(1,109		)	1,341,433			9,948,803			(157,995		)	11,131,132
Operating expenses:
Casino	—			288,999			4,841,526			(2,489		)	5,128,036
Rooms	—			138,356			98,951			(4		)	237,303
Food and beverage	—			85,206			250,258			(4,254		)	331,210
Mall	—			—			68,763			—			68,763
Convention, retail and other	—			84,957			239,904			(20,598		)	304,263
Provision for doubtful accounts	—			28,987			210,345			—			239,332
General and administrative	—			268,834			793,916			(815		)	1,061,935
Corporate	188,187			413			148,243			(129,813		)	207,030
Pre-opening	—			1,909			141,893			(7		)	143,795
Development	19,973			—			—			(15		)	19,958
Depreciation and amortization	19,921			222,096			650,029			—			892,046
Amortization of leasehold interests in land	—			—			40,165			—			40,165
Impairment loss	—			—			143,674			—			143,674
(Gain) loss on disposal of assets	(1		)	389			1,852			—			2,240
	228,080			1,120,146			7,629,519			(157,995		)	8,819,750
Operating income (loss)	(229,189		)	221,287			2,319,284			—			2,311,382
Other income (expense):
Interest income	281			135,153			21,700			(133,882		)	23,252
Interest expense, net of amounts capitalized	(4,841		)	(91,870		)	(295,735		)	133,882			(258,564		)
Other income (expense)	(47		)	792			4,995			—			5,740
Loss on modification or early retirement of debt	(2,831		)	(1,599		)	(14,804		)	—			(19,234		)
Income from equity investments in subsidiaries	1,705,354			1,430,459			—			(3,135,813		)	—
Income before income taxes	1,468,727			1,694,222			2,035,440			(3,135,813		)	2,062,576
Income tax benefit (expense)	55,366			(78,240		)	(157,889		)	—			(180,763		)
Net income	1,524,093			1,615,982			1,877,551			(3,135,813		)	1,881,813
Net income attributable to noncontrolling interests	—			(2,733		)	(354,987		)	—			(357,720		)
Net income attributable to Las Vegas Sands Corp.	$	1,524,093		$	1,613,249		$	1,522,564		$	(3,135,813	)	$	1,524,093

118

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2011

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—		$	430,758		$	7,006,244		$	—		$	7,437,002
Rooms	—			450,487			549,548			—			1,000,035
Food and beverage	—			186,894			411,929			—			598,823
Mall	—			—			325,123			—			325,123
Convention, retail and other	—			280,349			362,050			(141,048		)	501,351
	—			1,348,488			8,654,894			(141,048		)	9,862,334
Less — promotional allowances	(720		)	(75,238		)	(374,060		)	(1,571		)	(451,589		)
Net revenues	(720		)	1,273,250			8,280,834			(142,619		)	9,410,745
Operating expenses:
Casino	—			266,203			3,744,193			(2,509		)	4,007,887
Rooms	—			136,416			73,636			—			210,052
Food and beverage	—			88,485			223,807			(4,846		)	307,446
Mall	—			—			59,183			—			59,183
Convention, retail and other	—			87,779			274,582			(24,252		)	338,109
Provision for doubtful accounts	—			14,532			135,924			—			150,456
General and administrative	—			254,139			583,472			(687		)	836,924
Corporate	165,120			265			130,623			(110,314		)	185,694
Pre-opening	—			—			65,833			(8		)	65,825
Development	11,312			—			—			(3		)	11,309
Depreciation and amortization	18,493			227,400			548,511			—			794,404
Amortization of leasehold interests in land	—			—			43,366			—			43,366
(Gain) loss on disposal of assets	7,662			2,590			(49		)	—			10,203
	202,587			1,077,809			5,883,081			(142,619		)	7,020,858
Operating income (loss)	(203,307		)	195,441			2,397,753			—			2,389,887
Other income (expense):
Interest income	3,702			112,218			9,867			(111,393		)	14,394
Interest expense, net of amounts capitalized	(13,856		)	(95,993		)	(284,493		)	111,393			(282,949		)
Other income (expense)	171			(1,946		)	(2,180		)	—			(3,955		)
Loss on modification or early retirement of debt	—			(503		)	(22,051		)	—			(22,554		)
Income from equity investments in subsidiaries	1,716,119			1,442,967			—			(3,159,086		)	—
Income before income taxes	1,502,829			1,652,184			2,098,896			(3,159,086		)	2,094,823
Income tax benefit (expense)	57,294			(57,336		)	(211,662		)	—			(211,704		)
Net income	1,560,123			1,594,848			1,887,234			(3,159,086		)	1,883,119
Net income attributable to noncontrolling interests	—			(2,495		)	(320,501		)	—			(322,996		)
Net income attributable to Las Vegas Sands Corp.	$	1,560,123		$	1,592,353		$	1,566,733		$	(3,159,086	)	$	1,560,123

119

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Year Ended December 31, 2013

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net income	$	2,305,997		$	2,295,751		$	2,889,468		$	(4,536,540	)	$	2,954,676
Currency translation adjustment, before and after tax	(89,295		)	(75,797		)	(89,976		)	165,092			(89,976		)
Total comprehensive income	2,216,702			2,219,954			2,799,492			(4,371,448		)	2,864,700
Comprehensive income attributable to noncontrolling interests	—			(2,894		)	(645,104		)	—			(647,998		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	2,216,702		$	2,217,060		$	2,154,388		$	(4,371,448	)	$	2,216,702

120

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Year Ended December 31, 2012

	LVSC (Non-Guarantor parent)		Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net income	$	1,524,093	$	1,615,982		$	1,877,551		$	(3,135,813	)	$	1,881,813
Currency translation adjustment, net of reclassification adjustment and before and after tax	168,974		143,570			172,788			(312,544		)	172,788
Total comprehensive income	1,693,067		1,759,552			2,050,339			(3,448,357		)	2,054,601
Comprehensive income attributable to noncontrolling interests	—		(2,733		)	(358,801		)	—			(361,534		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	1,693,067	$	1,756,819		$	1,691,538		$	(3,448,357	)	$	1,693,067

121

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Year Ended December 31, 2011

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net income	$	1,560,123		$	1,594,848		$	1,887,234		$	(3,159,086	)	$	1,883,119
Currency translation adjustment, before and after tax	(35,415		)	(28,876		)	(32,793		)	64,291			(32,793		)
Total comprehensive income	1,524,708			1,565,972			1,854,441			(3,094,795		)	1,850,326
Comprehensive income attributable to noncontrolling interests	—			(2,495		)	(323,123		)	—			(325,618		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	1,524,708		$	1,563,477		$	1,531,318		$	(3,094,795	)	$	1,524,708

122

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2013

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net cash generated from operating activities	$	1,693,766		$	1,892,021		$	4,255,589		$	(3,401,964	)	$	4,439,412
Cash flows from investing activities:
Change in restricted cash and cash equivalents	—			1			(383		)	—			(382		)
Capital expenditures	(29,901		)	(91,900		)	(776,310		)	—			(898,111		)
Proceeds from disposal of property and equipment	31,000			121			1,034			—			32,155
Acquisition of intangible assets	—			—			(45,871		)	—			(45,871		)
Repayments of receivable from non-restricted subsidiaries	—			1,357			—			(1,357		)	—
Notes receivable to Las Vegas Sands Corp.	—			—			(251,537		)	251,537			—
Repayments of receivable from Las Vegas Sands Corp.	—			—			237,161			(237,161		)	—
Dividends received from non-restricted subsidiaries	—			1,383,116			—			(1,383,116		)	—
Capital contributions to subsidiaries	(68		)	(1,292,416		)	—			1,292,484			—
Net cash generated from (used in) investing activities	1,031			279			(835,906		)	(77,613		)	(912,209		)
Cash flows from financing activities:
Proceeds from exercise of stock options	50,223			—			19,373			—			69,596
Repurchase of common stock	(561,150		)	—			—			—			(561,150		)
Proceeds from exercise of warrants	350			—			—			—			350
Dividends paid	(1,152,690		)	—			(411,359		)	—			(1,564,049		)
Distributions to noncontrolling interests	—			(2,894		)	(8,964		)	—			(11,858		)
Dividends paid to Las Vegas Sands Corp.	—			(1,732,152		)	(108,570		)	1,840,722			—
Dividends paid to Restricted Subsidiaries	—			—			(2,944,358		)	2,944,358			—
Capital contributions received	—			—			1,292,484			(1,292,484		)	—
Borrowings from non-restricted subsidiaries	251,537			—			—			(251,537		)	—
Repayments on borrowings from Restricted Subsidiaries	—			—			(1,357		)	1,357			—
Repayments on borrowings from non-restricted subsidiaries	(237,161		)	—			—			237,161			—
Proceeds from 2013 U.S. credit facility	—			2,828,750			—			—			2,828,750
Proceeds from senior secured credit facility	—			250,000			—			—			250,000
Proceeds from 2012 Singapore credit facility	—			—			104,357			—			104,357
Repayments on senior secured credit facility	—			(3,073,038		)	—			—			(3,073,038		)
Repayments on 2012 Singapore credit facility	—			—			(430,504		)				(430,504		)
Repayments on airplane financings	(3,688		)	—			—			—			(3,688		)
Repayments on HVAC equipment lease and other long-term debt	—			(2,350		)	(3,452		)	—			(5,802		)
Payments of deferred financing costs	—			(27,529		)	(7,885		)	—			(35,414		)
Net cash used in financing activities	(1,652,579		)	(1,759,213		)	(2,500,235		)	3,479,577			(2,432,450		)
Effect of exchange rate on cash	—			—			(7,105		)	—			(7,105		)
Increase in cash and cash equivalents	42,218			133,087			912,343			—			1,087,648
Cash and cash equivalents at beginning of year	7,962			182,402			2,322,402			—			2,512,766
Cash and cash equivalents at end of year	$	50,180		$	315,489		$	3,234,745		$	—		$	3,600,414

123

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2012

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net cash generated from operating activities	$	2,544,296		$	2,177,182		$	2,894,423		$	(4,558,144	)	$	3,057,757
Cash flows from investing activities:
Change in restricted cash and cash equivalents	—			(1		)	694			—			693
Capital expenditures	(50,903		)	(155,936		)	(1,242,395		)	—			(1,449,234		)
Proceeds from disposal of property and equipment	—			454			2,455			—			2,909
Intercompany receivable to non-restricted subsidiaries	(20,297		)	—			—			20,297			—
Repayments of receivable from non-restricted subsidiaries	—			683			—			(683		)	—
Notes receivable to Las Vegas Sands Corp.	—			—			(237,161		)	237,161			—
Notes receivable to non-restricted subsidiaries	—			(9,773		)	—			9,773			—
Dividends received from non-restricted subsidiaries	—			2,564,500			—			(2,564,500		)	—
Capital contributions to subsidiaries	(64		)	(2,485,000		)	—			2,485,064			—
Net cash used in investing activities	(71,264		)	(85,073		)	(1,476,407		)	187,112			(1,445,632		)
Cash flows from financing activities:
Proceeds from exercise of stock options	34,668			—			11,572			—			46,240
Proceeds from exercise of warrants	528,908			—			—			—			528,908
Dividends paid	(3,085,256		)	—			(357,056		)	—			(3,442,312		)
Distributions to noncontrolling interests	—			(2,733		)	(7,733		)	—			(10,466		)
Deemed distribution to Principal Stockholder	—			—			(18,576		)	—			(18,576		)
Dividends paid to Las Vegas Sands Corp.	—			(2,568,900		)	(181,191		)	2,750,091			—
Dividends paid to Restricted Subsidiaries	—			—			(4,372,553		)	4,372,553			—
Capital contributions received	—			—			2,485,064			(2,485,064		)	—
Borrowings from Las Vegas Sands Corp.	—			—			20,297			(20,297		)	—
Borrowings from Restricted Subsidiaries	—			—			9,773			(9,773		)	—
Borrowings from non-restricted subsidiaries	237,161			—			—			(237,161		)	—
Repayments on borrowings from Restricted Subsidiaries	—			—			(683		)	683			—
Proceeds from 2012 Singapore credit facility	—			—			3,951,486			—			3,951,486
Proceeds from senior secured credit facility	—			400,000			—			—			400,000
Repayments on Singapore credit facility	—			—			(3,635,676		)	—			(3,635,676		)
Repayments on senior secured credit facility	—			(425,555		)	—			—			(425,555		)
Redemption of senior notes	(189,712		)	—			—			—			(189,712		)
Repayments on ferry financing	—			—			(140,337		)	—			(140,337		)
Repayments on airplane financings	(3,688		)	—			—			—			(3,688		)
Repayments on HVAC equipment lease and other long-term debt	—			(2,161		)	(2,569		)	—			(4,730		)
Payments of deferred financing costs	—			—			(100,888		)	—			(100,888		)
Net cash used in financing activities	(2,477,919		)	(2,599,349		)	(2,339,070		)	4,371,032			(3,045,306		)
Effect of exchange rate on cash	—			—			43,229			—			43,229
Decrease in cash and cash equivalents	(4,887		)	(507,240		)	(877,825		)	—			(1,389,952		)
Cash and cash equivalents at beginning of year	12,849			689,642			3,200,227			—			3,902,718
Cash and cash equivalents at end of year	$	7,962		$	182,402		$	2,322,402		$	—		$	2,512,766

124

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2011

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net cash generated from (used in) operating activities	$	(42,087	)	$	404,624		$	2,503,697		$	(203,738	)	$	2,662,496
Cash flows from investing activities:
Change in restricted cash and cash equivalents	—			2,285			802,109			—			804,394
Capital expenditures	(21,355		)	(47,560		)	(1,439,578		)	—			(1,508,493		)
Proceeds from disposal of property and equipment	—			—			6,093			—			6,093
Acquisition of intangible assets	(100		)	—			—			—			(100		)
Repayments of receivable from non-restricted subsidiaries	—			1,200			—			(1,200		)	—
Notes receivable to non-restricted subsidiaries	—			(50,766		)	—			50,766			—
Dividends received from non-restricted subsidiaries	—			94,472			—			(94,472		)	—
Capital contributions to subsidiaries	(50,026		)	—			—			50,026			—
Net cash used in investing activities	(71,481		)	(369		)	(631,376		)	5,120			(698,106		)
Cash flows from financing activities:
Proceeds from exercise of stock options	23,238			—			2,267			—			25,505
Proceeds from exercise of warrants	12,512			—			—			—			12,512
Dividends paid	(75,297		)	—			—			—			(75,297		)
Distributions to noncontrolling interests	—			(2,495		)	(7,893		)	—			(10,388		)
Dividends paid to Las Vegas Sands Corp.	—			(143,738		)	—			143,738			—
Dividends paid to Restricted Subsidiaries	—			—			(154,472		)	154,472			—
Capital contributions received	—			50,000			26			(50,026		)	—
Borrowings from Restricted Subsidiaries	—			—			50,766			(50,766		)	—
Repayments on borrowings from Restricted Subsidiaries	—			—			(1,200		)	1,200			—
Proceeds from 2011 VML credit facility	—			—			3,201,535			—			3,201,535
Repayments on senior secured credit facility	—			(28,937		)	—			—			(28,937		)
Repayments on VML credit facility	—			—			(2,060,819		)	—			(2,060,819		)
Repayments on VOL credit facility	—			—			(749,660		)	—			(749,660		)
Repayments on Singapore credit facility	—			—			(418,564		)	—			(418,564		)
Repayments on ferry financing	—			—			(35,002		)	—			(35,002		)
Repayments on airplane financings	(3,688		)	—			—			—			(3,688		)
Repayments on HVAC equipment lease and other long-term debt	—			(1,669		)	(1,971		)	—			(3,640		)
Repurchases and redemption of preferred stock	(845,321		)	—			—			—			(845,321		)
Payments of preferred stock inducement premium	(16,871		)	—			—			—			(16,871		)
Payments of deferred financing costs	—			—			(84,826		)	—			(84,826		)
Net cash used in financing activities	(905,427		)	(126,839		)	(259,813		)	198,618			(1,093,461		)
Effect of exchange rate on cash	—			—			(5,292		)	—			(5,292		)
Increase (decrease) in cash and cash equivalents	(1,018,995		)	277,416			1,607,216			—			865,637
Cash and cash equivalents at beginning of year	1,031,844			412,226			1,593,011			—			3,037,081
Cash and cash equivalents at end of year	$	12,849		$	689,642		$	3,200,227		$	—		$	3,902,718

125

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 19 — Selected Quarterly Financial Results (Unaudited)

	Quarter
	First(1)(2)(3)		Second(3)(4)		Third(4)		Fourth		Total
	(In thousands, except per share data)
2013
Net revenues	$	3,302,719	$	3,242,941	$	3,568,540	$	3,655,685	$	13,769,885
Operating income	826,703		780,641		914,826		886,073		3,408,243
Net income	703,974		671,673		809,298		769,731		2,954,676
Net income attributable to Las Vegas Sands Corp.	571,961		529,753		626,744		577,539		2,305,997
Basic earnings per share	0.69		0.64		0.76		0.71		2.80
Diluted earnings per share	0.69		0.64		0.76		0.70		2.79
2012
Net revenues	$	2,762,742	$	2,581,906	$	2,709,482	$	3,077,002	$	11,131,132
Operating income	707,554		397,728		534,095		672,005		2,311,382
Net income	579,109		286,381		444,980		571,343		1,881,813
Net income attributable to Las Vegas Sands Corp.	498,942		240,587		349,782		434,782		1,524,093
Basic earnings per share	0.66		0.29		0.43		0.53		1.89
Diluted earnings per share	0.61		0.29		0.42		0.53		1.85

________________________

(1) The second Sheraton tower of Sands Cotai Central opened in January 2013.

(2) During the first quarter of 2012, the Principal Stockholder’s family exercised all of their outstanding warrants to purchase 87,500,175 shares of the Company’s common stock and paid $525.0 million in cash as settlement of the exercise price.

(3) During the first and second quarters of 2012, the Company recorded impairment losses of $42.9 million and $100.7 million, respectively.

(4) The Conrad and Holiday tower and the first Sheraton tower of Sands Cotai Central opened in April and September 2012, respectively. In connection with the opening of these towers, the Company also opened gaming areas and retail, entertainment, dining and meeting facilities.

Because earnings per share amounts are calculated using the weighted average number of common and dilutive common equivalent shares outstanding during each quarter, the sum of the per share amounts for the four quarters may not equal the total earnings per share amounts for the respective year.

126

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

For the Years Ended December 31, 2013, 2012 and 2011

Description	Balance at Beginning of Year		Provision for Doubtful Accounts	Write-offs, Net of Recoveries		Balance at End of Year
	(In thousands)
Allowance for doubtful accounts:
2011	$	181,856	150,456	(57,246	)	$	275,066
2012	$	275,066	239,332	(22,716	)	$	491,682
2013	$	491,682	237,786	(99,741	)	$	629,727

Description	Balance at Beginning of Year		Additions	Deductions		Balance at End of Year
	(In thousands)
Deferred income tax asset valuation allowance:
2011	$	331,275	46,228	(52,264	)	$	325,239
2012	$	325,239	1,088,812	(23,151	)	$	1,390,900
2013	$	1,390,900	149,893	(21,525	)	$	1,519,268

127

ITEM 9. — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. — CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company’s Chief Executive Officer and its Chief Accounting Officer (Principal Financial Officer) have evaluated the disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) of the Company as of December 31, 2013, and have concluded that they are effective at the reasonable assurance level.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the fourth quarter covered by this Annual Report on Form 10-K that had a material effect, or was reasonably likely to have a material effect, on the Company’s internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that the Company’s receipts and expenditures are being made only in accordance with authorizations of its management and directors; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013. In making this assessment, the Company’s management used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control — Integrated Framework (1992).”

Based on this assessment, management concluded that, as of December 31, 2013, the Company’s internal control over financial reporting is effective based on this framework.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2013, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which appears herein.

128

ITEM 9B. — OTHER INFORMATION

None.

PART III

ITEM 10. — DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

We incorporate by reference the information responsive to this Item appearing in our definitive Proxy Statement for our 2014 Annual Meeting of Stockholders, which we expect to file with the Securities and Exchange Commission on or about April 25, 2014 (the “Proxy Statement”), including under the captions “Board of Directors,” “Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Information Regarding the Board of Directors and Its Committees.”

We have adopted a Code of Business Conduct and Ethics, which is posted on our website at www.sands.com, along with any amendments or waivers to the Code. Copies of the Code of Business Conduct and Ethics are available without charge by sending a written request to Investor Relations at the following address: Las Vegas Sands Corp., 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109.

ITEM 11. — EXECUTIVE COMPENSATION

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, including under the captions “Executive Compensation and Other Information,” “Director Compensation,” “Information Regarding the Board of Directors and Its Committees” and “Compensation Committee Report” (which report is deemed to be furnished and is not deemed to be filed in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934).

ITEM 12. — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, including under the captions “Equity Compensation Plan Information” and “Principal Stockholders.”

ITEM 13. — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, including under the captions “Board of Directors,” “Information Regarding the Board of Directors and its Committees” and “Certain Transactions.”

ITEM 14. — PRINCIPAL ACCOUNTANT FEES AND SERVICES

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, under the caption “Fees Paid to Independent Registered Public Accounting Firm.”

129

PART IV

ITEM 15. — EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of the Annual Report on Form 10-K.

(1) List of Financial Statements

Reports of Independent Registered Public Accounting Firms

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Statements of Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(2) List of Financial Statement Schedule

Schedule II — Valuation and Qualifying Accounts

(3) List of Exhibits

Exhibit No.	Description of Document
3.1	Certificate of Amended and Restated Articles of Incorporation of Las Vegas Sands Corp. (incorporated by reference from Exhibit 3.1 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-118827) filed on November 22, 2004).
3.2*	Amended and Restated By-laws of Las Vegas Sands Corp.
4.1	Form of Specimen Common Stock Certificate of Las Vegas Sands Corp. (incorporated by reference from Exhibit 4.1 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-118827) filed on November 22, 2004).
10.1	Warrant Agreement, dated as of November 14, 2008, between Las Vegas Sands Corp. and U.S. Bank National Association, as warrant agent (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on November 14, 2008).
10.2*	Amendment and Restatement Agreement dated as of December 19, 2013, to the Amended and Restated Credit and Guaranty Agreement dated as of August 18, 2010 among Las Vegas Sands, LLC, the Guarantors party thereto, the Lenders party thereto and The Bank of Nova Scotia (including as Exhibit A thereto the Second Amended and Restated Credit and Guaranty Agreement dated as of December 19, 2013 among Las Vegas Sands, LLC, the Guarantors party thereto, the lenders party thereto, The Bank of Nova Scotia, Barclays Bank PLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp., Goldman Sachs Bank USA, Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland plc and Sumitomo Mitsui Banking Corporation).
10.3*	Second Amended and Restated Security Agreement, dated as of December 19, 2013, between each of the parties named as a grantor therein and The Bank of Nova Scotia, as collateral agent for the secured parties, as defined therein.

130

Exhibit No.	Description of Document
10.4	Credit Agreement, dated as of September 21, 2011, entered into by and among VML US Finance LLC, Venetian Macau Limited, the financial institutions listed on the signature pages thereto as Lenders, Bank of China Limited, Macau Branch (“BOC”), as administrative agent for the Lenders, Goldman Sachs (Asia) L.L.C., Goldman Sachs Lending Partners LLC, Bank of America, N.A., BOC, Barclays Capital, BNP Paribas Hong Kong Branch, Citigroup Global Markets Asia Limited, Citibank, N.A. Hong Kong Branch, Commerzbank AG, Credit Agricole Corporate and Investment Bank, Credit Suisse Securities (USA) LLC, Credit Suisse AG, Singapore Branch, Industrial and Commercial Bank of China (Macau) Limited, ING Capital L.L.C. and ING Bank NV, Singapore Bank, Sumitomo Mitsui Banking Corporation, UBS Securities LLC and United Overseas Bank Limited, as global coordinators and bookrunners for the Term Loan Facility and Revolving Credit Facility and as co-syndication agents for the Term Loan Lenders and Revolving Loan Lenders and Banco Nacional Ultramarino, S.A., DBS Bank Ltd., Oversea-Chinese Banking Corporation Limited, The Bank of Nova Scotia and Wing Lung Bank Ltd., Macau Branch, as lead arrangers for the Term Loan Facility and Revolving Credit Facility (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2011 and filed on November 9, 2011).
10.5	Credit Agreement, dated as of May 17, 2010, by and among Venetian Orient Limited, the financial institutions listed as Lenders on the signature pages thereto, The Bank of Nova Scotia, as Administrative Agent, Goldman Sachs Lending Partners LLC, BNP Paribas, Hong Kong Branch, Citibank, N.A., Citigroup Financial Services Limited and Citibank, N.A., Hong Kong Branch, UBS AG Hong Kong Branch, Barclays Capital, The Investment Banking Division of Barclays PLC, Bank of China Limited, Macau Branch (“BOC”), and Industrial and Commercial Bank of China (Macau) Limited (“ICBC”), as Global Coordinators and Bookrunners, and, with the exception of BOC and ICBC, as co-syndication agents for the enders, and Banco Nacional Ultramarino, S.A., DBS Bank Ltd. and Oversea-Chinese Banking Corporation Limited, as Mandated Lead Arrangers and Bookrunners (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2010 and filed on August 9, 2010).
10.6	Sponsor Agreement, dated as of May 17, 2010, by and between Sands China Ltd., The Bank of Nova Scotia, as administrative agent, and Bank of China Limited, Macau Branch, as the collateral agent (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2010 and filed on August 9, 2010).
10.7	Guaranty, dated as of May 17, 2010, is made by Sands China Ltd., and each Subsidiary of Sands China Ltd. Required from time to time to become party hereto pursuant to the Credit Agreement, in favor of and for the benefit of The Bank of Nova Scotia, as administrative agent (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2010 and filed on August 9, 2010).
10.8	Facility Agreement, dated as of June 25, 2012, among Marina Bay Sands Pte. Ltd., as borrower, DBS Bank Ltd., Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited and Malayan Banking Berhad, Singapore Branch, as global coordinators, DBS Bank Ltd., as agent for the finance parties and security trustee for the secured parties and certain other lenders party thereto (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2012 and filed on August 9, 2012).
10.9	Construction Agency Agreement, dated as of May 1, 1997, by and between Venetian Casino Resort, LLC and Atlantic Pacific Las Vegas, LLC (incorporated by reference from Exhibit 10.21 to Amendment No. 2 to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File No. 333-42147) dated March 27, 1998).
10.10	Sands Resort Hotel and Casino Agreement, dated as of February 18, 1997, by and between Clark County and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.27 to Amendment No. 1 to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File No. 333-42147) dated February 12, 1998).
10.11	Addendum to Sands Resort Hotel and Casino Agreement, dated as of September 16, 1997, by and between Clark County and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.20 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-118827) dated October 25, 2004).
10.12	Improvement Phasing Agreement by and between Clark County and Lido Casino Resort, LLC (incorporated by reference from Exhibit 10.21 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-118827) dated October 22, 2004).
10.13	Concession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macao Special Administrative Region, June 26, 2002, by and among the Macao Special Administrative Region and Galaxy Casino Company Limited (incorporated by reference from Exhibit 10.40 to Las Vegas Sands, Inc.’s Form 10-K (File No. 333-42147) for the year ended December 31, 2002 and filed on March 31, 2003).

131

Exhibit No.	Description of Document
10.14†	Subconcession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macao Special Administrative Region, dated December 19, 2002, between Galaxy Casino Company Limited, as concessionaire, and Venetian Macau S.A., as subconcessionaire (incorporated by reference from Exhibit 10.65 to the Company’s Amendment No. 5 to Registration Statement on Form S-1 (File No. 333-118827) dated December 10, 2004).
10.15	Land Concession Agreement, dated as of December 10, 2003, relating to the Sands Macao between the Macao Special Administrative Region and Venetian Macau Limited (incorporated by reference from Exhibit 10.39 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-118827) dated October 25, 2004).
10.16	Amendment, published on April 22, 2008, to Land Concession Agreement, dated as of December 10, 2003, relating to the Sands Macao between the Macau Special Administrative Region and Venetian Macau Limited (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2008 and filed on May 9, 2008).
10.17	Land Concession Agreement, dated as of February 23, 2007, relating to the Venetian Macao, Four Seasons Macao and Site 3 among the Macau Special Administrative Region, Venetian Cotai Limited and Venetian Macau Limited (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2007 and filed on May 10, 2007).
10.18	Amendment published on October 28, 2008, to Land Concession Agreement between Macau Special Administrative Region and Venetian Cotai Limited (incorporated by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2008 and filed on November 10, 2008).
10.19	Development Agreement, dated August 23, 2006, between the Singapore Tourism Board and Marina Bay Sands Pte. Ltd. (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2006 and filed on November 9, 2006).
10.20	Supplement to Development Agreement, dated December 11, 2009, by and between Singapore Tourism Board and Marina Bay Sands PTE. LTD (incorporated by reference from Exhibit 10.76 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2009 and filed on March 1, 2010).
10.21	Energy Services Agreement, dated as of May 1, 1997, by and between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.3 to Amendment No. 2 to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File No. 333-42147) dated March 27, 1998).
10.22	Energy Services Agreement Amendment No. 1, dated as of July 1, 1999, by and between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.8 to Las Vegas Sands, Inc.’s Annual Report on Form 10-K (File No. 333-42147) for the year ended December 31, 1999 and filed on March 30, 2000).
10.23	Energy Services Agreement Amendment No. 2, dated as of July 1, 2006, by and between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.77 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2006 and filed on February 28, 2007).
10.24	Energy Services Agreement Amendment No. 3 dated as of February 10, 2009, by and between Trigen-Las Vegas Energy Company, LLC f/k/a Atlantic Pacific Las Vegas, LLC, Venetian Casino Resort, LLC Grand Canal Shops II, LLC and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit 10.34 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for year ended December 31, 2010 and filed on March 1, 2011).
10.25	Energy Services Agreement, dated as of November 14, 1997, by and between Atlantic-Pacific Las Vegas, LLC and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit 10.8 to Amendment No. 1 of the Company’s Registration Statement on Form S-1 (File No. 333-118827) dated October 25, 2004).
10.26	Energy Services Agreement Amendment No. 1, dated as of July 1, 1999, by and between Atlantic-Pacific Las Vegas, LLC and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit 10.9 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-118827) dated October 25, 2004).
10.27	Amended and Restated Services Agreement, dated as of November 14, 1997, by and among Las Vegas Sands, Inc., Venetian Casino Resort, LLC, Interface Group Holding Company, Inc., Interface Group-Nevada, Inc., Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc. and certain subsidiaries of Venetian Casino Resort, LLC named therein (incorporated by reference from Exhibit 10.15 to Amendment No. 1 to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File No. 333-42147) dated February 12, 1998).

132

Exhibit No.	Description of Document
10.28	Assignment and Assumption Agreement, dated as of November 8, 2004, by and among Las Vegas Sands, Inc., Venetian Casino Resort, LLC, Interface Group Holding Company, Inc., Interface Group-Nevada, Inc., Interface Operations LLC, Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc. and certain subsidiaries of Venetian Casino Resort, LLC named therein (incorporated by reference from Exhibit 10.52 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-118827) dated November 22, 2004).
10.29	Fourth Amended and Restated Reciprocal Easement, Use and Operating Agreement, dated as of February 29, 2008, by and among Interface Group — Nevada, Inc., Grand Canal Shops II, LLC, Phase II Mall Subsidiary, LLC, Venetian Casino Resort, LLC, and Palazzo Condo Tower, LLC (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2008 and filed on May 9, 2008).
10.30+	Las Vegas Sands Corp. 2004 Equity Award Plan (incorporated by reference from Exhibit 10.41 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2005and filed on May 16, 2005).
10.31+	First Amendment, dated as of February 5, 2007, to the Las Vegas Sands Corp. 2004 Equity Award Plan (incorporated by reference from Exhibit 10.76 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2006 and filed on February 28, 2007).
10.32+	Second Amendment, dated as of December 14, 2011, to the Las Vegas Sands Corp. 2004 Equity Award Plan (incorporated by reference from Exhibit 10.48 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2011 and filed on February 28, 2012).
10.33+	Form of Restricted Stock Award Agreements under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.70 to the Company’s Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-118827) dated December 8, 2004).
10.34+	Form of Restricted Stock Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.48 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for year ended December 31, 2010 and filed on March 1, 2011).
10.35+	Form of Nonqualified Stock Option Agreements under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.71 to the Company’s Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-118827) dated December 8, 2004).
10.36+	Form of Nonqualified Stock Option Agreement under the Company’s 2004 Equity Award Plan (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2009 and filed August 7, 2009).
10.37+	Form of Nonqualified Stock Option Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.51 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2010 and filed on March 1, 2011).
10.38+	Las Vegas Sands Corp. Amended and Restated Executive Cash Incentive Plan (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2013 and filed on May 10, 2013).
10.39+	Las Vegas Sands Corp. Deferred Compensation Plan (incorporated by reference from Exhibit 10.63 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-118827) dated November 22, 2004).
10.40+	Form of Restricted Stock Award Agreement (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on February 9, 2007).
10.41+	Employment Agreement, dated as of November 18, 2004, by and among Las Vegas Sands Corp., Las Vegas Sands, Inc. and Sheldon G. Adelson (incorporated by reference from Exhibit 10.36 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-118827) dated November 22, 2004).
10.42+	Amendment No. 1 to Employment Agreement, dated as of December 31, 2008, by and among Las Vegas Sands Corp., Las Vegas Sands, LLC (f/k/a Las Vegas Sands, Inc.) and Sheldon G. Adelson (incorporated by reference from Exhibit 10.35 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2008 and filed on March 2, 2009).
10.43+	Employment Agreement, dated as of November 13, 2010, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Michael A. Leven (incorporated by reference from Exhibit 10.57 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for year ended December 31, 2010 and filed on March 1, 2011).
10.44+	Terms of Continued Employment, dated June 7, 2012, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Michael A. Leven (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2012 and filed on August 9, 2012).

133

Exhibit No.	Description of Document
10.45+	Amended Terms of Continued Employment, dated April 24, 2013, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Michael A. Leven (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2013 and filed on May 10, 2013).
10.46+	Employment Agreement, dated as of December 1, 2008 between Las Vegas Sands Corp. and Kenneth J. Kay (incorporated by reference from Exhibit 10.36 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2008 and filed on March 2, 2009).
10.47+	Letter Agreement, dated January 18, 2010, between Las Vegas Sands Corp. and Kenneth J. Kay (incorporated by reference from Exhibit 10.33 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2009 and filed on March 1, 2010).
10.48+	Amendment to Employment Agreement, effective December 31, 2012, between Las Vegas Sands Corp. and Kenneth J. Kay (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2013 and filed on May 10, 2013).
10.49+	Separation Agreement and General Release, dated as of July 10, 2013, between Kenneth J. Kay and Las Vegas Sands Corp. (including as Attachment A thereto, the Consultancy Agreement, entered into as of July 10, 2013, between Las Vegas Sands Corp. and Kenneth J. Kay) (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2013 and filed on August 9, 2013).
10.50+	Employment Agreement, dated as of January 11, 2011, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Robert G. Goldstein (incorporated by reference from Exhibit 10.60 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for year ended December 31, 2010 and filed on March 1, 2011).
10.51+	Terms of Continued Employment, dated as of March 7, 2012, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Robert G. Goldstein (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2012 and filed on May 10, 2012).
10.52+	Employment Agreement, dated as of April 1 2012, between Las Vegas Sands Corp. and Chris J. Cahill (incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2013 and filed on May 10, 2013).
10.53+	Amendment to Employment Agreement, effective December 31, 2012, between Las Vegas Sands Corp. and Chris J. Cahill (incorporated by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2013 and filed on May 10, 2013).
10.54+	Amendment to Employment Agreement, dated as of March 27, 2013, between Las Vegas Sands Corp. and Chris J. Cahill (incorporated by reference from Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2013 and filed on May 10, 2013).
10.55+	Employment Letter, dated April 15, 2011, from Las Vegas Sands Corp. to John Caparella (incorporated by reference from Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2013 and filed on May 10, 2013).
10.56+	Amendment to Employment Letter, effective December 31, 2012, between Las Vegas Sands Corp. and John Caparella (incorporated by reference from Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2013 and filed on May 10, 2013).
10.57	Settlement Agreement, date as of June 24, 2011, by and among Venetian Casino Resort, LLC, Phase II Mall Holding, LLC, GGP Limited Partnership, The Shoppes at the Palazzo, LLC (f/k/a Phase II Mall Subsidiary, LLC) and Grand Canal Shops II, LLC (incorporated by reference from Exhibit 10.63 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2011 and filed on February 28, 2012).
10.58	Purchase and Sale Agreement, dated April 12, 2004, by and among Grand Canal Shops Mall Subsidiary, LLC, Grand Canal Shops Mall MM Subsidiary, Inc. and GGP Limited Partnership (incorporated by reference from Exhibit 10.1 to Las Vegas Sands, Inc.’s Current Report on Form 8-K (File No. 333-42147) filed on April 16, 2004).
10.59	Agreement, made as of April 12, 2004, by and between Lido Casino Resort, LLC and GGP Limited Partnership (incorporated by reference from Exhibit 10.2 to Las Vegas Sands, Inc.’s Current Report on Form 8-K (File No. 333-42147) filed on April 16, 2004).
10.60	Assignment and Assumption of Agreement and First Amendment to Agreement, dated September 30, 2004, made by Lido Casino Resort, LLC, as assignor, to Phase II Mall Holding, LLC, as assignee, and to GGP Limited Partnership, as buyer (incorporated by reference from Exhibit 10.60 to the Company’s Amendment No. 1 to Registration Statement on Form S- 1 (File No. 333-118827) dated October 25, 2004).

134

Exhibit No.	Description of Document
10.61	Second Amendment, dated as of January 31, 2008, to Agreement dated as of April 12, 2004 and amended as of September 30, 2004, by and among Venetian Casino Resort, LLC, as successor-by-merger to Lido Casino Resort, LLC, Phase II Mall Holding, LLC, as successor-in-interest to Lido Casino Resort, LLC, and GGP Limited Partnership (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2008 and filed on May 9, 2008).
10.62	Second Amended and Restated Registration Rights Agreement, dated as of November 14, 2008, by and among Las Vegas Sands Corp., Dr. Miriam Adelson and the other Adelson Holders (as defined therein) that are party to the agreement from time to time (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on November 14, 2008).
10.63	Investor Rights Agreement, dated as of September 30, 2008, by and between Las Vegas Sands Corp. and the Investor named therein (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2008 and filed on November 10, 2008).
10.64	Agreement, dated as of July 8, 2004, by and between Sheldon G. Adelson and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.47 to the Company’s Registration Statement on Form S-1 (File No. 333-118827) dated September 3, 2004).
10.65	Venetian Hotel Service Agreement, dated as of June 28, 2001, by and between Venetian Casino Resort, LLC and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention Center (incorporated by reference from Exhibit 10.49 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-118827) dated November 22, 2004).
10.66	First Amendment to Venetian Hotel Service Agreement, dated as of June 28, 2004, by and between Venetian Casino Resort, LLC and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention Center (incorporated by reference from Exhibit 10.50 to the Company’s Registration Statement on Form S-1 (File No. 333-118827) dated September 3, 2004).
10.67	Tax Indemnification Agreement, dated as of December 17, 2004, by and among Las Vegas Sands Corp., Las Vegas Sands, Inc. and the stockholders named therein (incorporated by reference from Exhibit 10.56 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on April 4, 2005).
10.68	Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009, between Las Vegas Sands Corp. and Interface Operations, LLC (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and filed on November 9, 2009).
10.69	Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009, between Interface Operations, LLC and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2009 and filed on November 9, 2009).
10.70	Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009, between Las Vegas Sands Corp. and Interface Operations, LLC (incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2009 and filed on November 9, 2009).
10.71	Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009, between Interface Operations, LLC and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2009 and filed on November 9, 2009).
10.72	Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009, between Interface Operations Bermuda, LTD and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2009 and filed on November 9, 2009).
10.73	Aircraft Time Share Agreement, dated as of May 23, 2007, by and between Interface Operations LLC and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2007 and filed on August 9, 2007).
10.74	Aircraft Time Sharing Agreement, dated as of January 1, 2005, by and between Interface Operations LLC and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2005 and filed November 14, 2005).
10.75	Aircraft Time Sharing Agreement, dated as of June 18, 2004, by and between Interface Operations LLC and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.48 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-118827) dated October 25, 2004).

135

Exhibit No.	Description of Document
10.76	Aircraft Time Sharing Agreement dated as of April 14, 2011, between Las Vegas Sands Corp. and Interface Operations, LLC (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2011).
10.77+	Form of Restricted Stock Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.82 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for year ended December 31, 2010 and filed on March 1, 2011).
10.78+	Form of Restricted Stock Award agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.86 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2011 and filed on February 28, 2012).
10.79+	Form of Restricted Stock Units Award agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.87 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2011 and filed on February 28, 2012).
10.80+	Las Vegas Sands Corp. Non-Employee Director Deferred Compensation Plan (incorporated by reference from Exhibit 10.88 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2011 and filed on February 28, 2012).
21.1*	Subsidiaries of Las Vegas Sands Corp.
23.1*	Consent of Deloitte & Touche LLP.
23.2*	Consent of PricewaterhouseCoopers LLP.
31.1*	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Principal Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.INS	XBRL Instance Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.SCH	XBRL Taxonomy Extension Schema Document

_________________________

* Filed herewith.

† Confidential treatment has been requested and granted with respect to portions of this exhibit, and such confidential portions have been deleted and replaced with “**” and filed separately with the Securities and Exchange Commission pursuant to Rule 406 under the Securities Act of 1933.

+ Denotes a management contract or compensatory plan or arrangement.

136

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized.

	LAS VEGAS SANDS CORP.
February 28, 2014	/s/ SHELDON G. ADELSON
	Sheldon G. Adelson,
	Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/S/ SHELDON G. ADELSON	Chairman of the Board, Chief	February 28, 2014
Sheldon G. Adelson	Executive Officer and Director
/S/ MICHAEL A. LEVEN	President, Chief Operating Officer	February 28, 2014
Michael A. Leven	and Director
/S/ JASON N. ADER	Director	February 28, 2014
Jason N. Ader
/S/ IRWIN CHAFETZ	Director	February 28, 2014
Irwin Chafetz
/S/ VICTOR CHALTIEL	Director	February 28, 2014
Victor Chaltiel
/S/ CHARLES D. FORMAN	Director	February 28, 2014
Charles D. Forman
/S/ GEORGE P. KOO	Director	February 28, 2014
George P. Koo
/S/ CHARLES A. KOPPELMAN	Director	February 28, 2014
Charles A. Koppelman
/S/ JEFFREY H. SCHWARTZ	Director	February 28, 2014
Jeffrey H. Schwartz
/S/ IRWIN A. SIEGEL	Director	February 28, 2014
Irwin A. Siegel
/S/ MICHAEL A. QUARTIERI	Chief Accounting Officer	February 28, 2014
Michael A. Quartieri	(Principal Financial Officer)

137

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED
BY-LAWS

of

LAS VEGAS SANDS CORP.

(A Nevada Corporation)

ARTICLE 1
DEFINITIONS

As used in these By-laws, unless the context otherwise requires, the term:

1.1           “Assistant Secretary” means an Assistant Secretary of the Corporation.

1.2           “Assistant Treasurer” means an Assistant Treasurer of the Corporation.

1.3           “Board” means the Board of Directors of the Corporation.

1.4           “By-laws” means these Amended and Restated By-Laws of the Corporation, as further amended from time to time.

1.5           “Certificate of Incorporation” means the Certificate of Amended and Restated Articles of Incorporation of the Corporation, as further amended, supplemented or restated from time to time.

1.6           “Chairman” means the Chairman of the Board of Directors of the Corporation.

1.7           “Corporation” means Las Vegas Sands Corp., a Nevada corporation.

1.8           “Directors” means directors of the Corporation.

1.9           “Entire Board” means all then authorized directors of the Corporation.

1.10         “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute thereto.

1.11         “General Corporation Law” means Chapter 78 of the Nevada Revised Statutes, as amended from time to time.

1.12         “IPO Date” means the date upon which the Corporation consummates the initial public offering of shares of common stock of the Corporation pursuant to an effective Registration Statement filed under the Securities Act.

1.13         “Office of the Corporation” means the executive office of the Corporation.

1.14         “President” means the President of the Corporation.

1.15         “Secretary” means the Secretary of the Corporation.

1.16         “Securities Act” means the Securities Act of 1933, as amended, or any successor statute thereto.

1.17         “Stockholders” means stockholders of the Corporation.

1.18         “Treasurer” means the Treasurer of the Corporation.

1.19         “Vice President” means a Vice President of the Corporation.

ARTICLE 2
STOCKHOLDERS

2.1           Place of Meetings.  Every meeting of Stockholders may be held at such place, within or without the State of Nevada, as may be designated by resolution ofthe Board from time to time.  The Board may, in its sole discretion, determine that the meeting of Stockholders shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Nevada law.

2.2           Annual Meeting.  A meeting of Stockholders shall be held annually for the election of Directors at such date and time as may be designated by resolution of the Board from time to time.  Any other business may be transacted at the annual meeting.

2.3           Special Meetings.  Special meetings of Stockholders may be called only by (a) the Chairman or (b) a majority of the members of the Board and may not be called by any other person or persons.  Business transacted at any special meeting of Stockholders shall be limited to the purpose stated in the notice.

2.4           Fixing Record Date.  For the purpose of (a) determining the Stockholders entitled (i) to notice of or to vote at any meeting of Stockholders or any adjournment thereof or (ii) to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock; or (b) any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing

the record date was adopted by the Board and which record date shall not be (x) in the case of clause (a)(i) above, more than 60 days nor less than 10 days before the date of such meeting and (y) in the case of clause (a)(ii) or (b) above, more than 60 days prior to such action.  If no such record date is fixed:

2.4.1        the record date for determining Stockholders entitled to notice of or to vote at a meeting of Stockholders shall be the close of business on the day  next preceding the day on which notice is given, or, if notice is waived, the close of business on the day next preceding the day on which the meeting is held; and

2.4.2        the record date for determining Stockholders for any purpose other than those specified in Section 2.4.1 hereof shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

When a determination of Stockholders of record entitled to notice of or to vote at any meeting of Stockholders has been made as provided in this Section 2.4, such determination shall apply to any adjournment thereof unless the Board fixes a new record date for the adjourned meeting.

2.5           Notice of Meetings of Stockholders.  Whenever under the provisions of applicable law, the Certificate of Incorporation or these By-laws, Stockholders are required or permitted to take any action at a meeting, notice shall be given stating the place, if any, date and hour of the meeting, the means of remote communication, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  Notice of any meeting shall be given, not less than 10 nor more than 59 days before the date of the meeting, to each Stockholder entitled to vote at such meeting.  If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage prepaid, directed to the Stockholder at his or her address as it appears on the records of the Corporation.  An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice required by this Section 2.5 has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.  Any meeting of Stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place.  When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted at the meeting as originally called.  If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at the meeting.

2.6           Waivers of Notice.  Waiver by a Shareholder in writing of a notice required to be given to such Shareholder shall constitute a waiver of notice of the meeting, whether executed and/or delivered before or after such meeting.  Attendance by

a Stockholder at a meeting shall constitute a waiver of notice of such meeting except when the Stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Stockholders need be specified in any waiver of notice.

2.7           List of Stockholders.  The Secretary shall prepare and make, or cause to be prepared and made, at least 10 days before every meeting of Stockholders, a complete list of the Stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each Stockholder and the number of shares registered in the name of each Stockholder.  Such list shall be open to the examination of any Stockholder, the Stockholder’s agent, or attorney, at the Stockholder’s expense, for any purpose germane to the meeting, for a period of at least 10 days prior to the meeting, during ordinary business hours at the principal place of business of the Corporation, or on a reasonably accessible electronic network as provided by applicable law.  If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any Stockholder who is present.  If the meeting is held solely by means of remote communication, the list shall also be open for examination as provided by applicable law.  Upon the willful neglect or refusal of the Directors to produce such a list at any meeting for the election of Directors, they shall be ineligible for election to any office at such meeting.  Except as provided by applicable law, the Corporation’s stock ledger shall be the only evidence as to who are the Stockholders entitled to examine the Corporation’s stock ledger, the list of Stockholders or the books of the Corporation, or to vote in person or by proxy at any meeting of Stockholders.

2.8           Quorum of Stockholders; Adjournment.  At each meeting of Stockholders, the presence in person or by proxy of the holders of a majority in voting power of all outstanding shares of stock entitled to vote at the meeting of Stockholders, shall constitute a quorum for the transaction of any business at such meeting, except that, where a separate vote by a class or series or classes or series is required, a quorum shall consist of no less than a majority in voting power of the shares of such class or series or classes or series.  When a quorum is present to organize a meeting of Stockholders and for purposes of voting on any matter, the quorum for such meeting or matter is not broken by the subsequent withdrawal of any Stockholders.  In the absence of a quorum, the holders of a majority in voting power of the shares of stock present in person or represented by proxy at any meeting of Stockholders, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place.  Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.9           Voting; Proxies.  Subject to any voting rights that may be granted to a holder of shares of a series of the Corporation’s preferred stock then outstanding, every Stockholder entitled to vote at any meeting of Stockholders shall be entitled to one vote for each share of stock held by such Stockholder which has voting power upon the matter in question.  At any meeting of Stockholders, all matters, except as otherwise provided by Articles 5, 8 and 9 of the Certificate of Incorporation, Sections 3.3, 3.6 and 7.7 of these By-laws, any provision of the Certificate of Incorporation or these By-laws subsequently adopted requiring a different proportion, the rules and regulations of any stock exchange applicable to the Corporation, applicable law or pursuant to any rules or regulations applicable to the Corporation or its securities, shall be decided by the affirmative vote of a majority in voting power of shares of stock present in person or represented by proxy and entitled to vote thereon.  At all meetings of Stockholders for the election of Directors, a plurality of the votes cast shall be sufficient to elect.  Each Stockholder entitled to vote at a meeting of Stockholders may authorize another person or persons to act for such Stockholder by proxy but no such proxy shall be voted or acted upon after six months from its date, unless the proxy provides for a longer period, not to exceed seven years.  A proxy shall be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A Stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or by delivering a new proxy bearing a later date.

2.10         Voting Procedures and Inspectors of Election at Meetings of Stockholders.  The Board, in advance of any meeting of Stockholders, may appoint one or more inspectors, who may be employees of the Corporation, to act at the meeting and make a written report thereof.  The Board may designate one or more persons as alternate inspectors to replace any inspector who fails to act.  If no inspector or alternate is able to act at a meeting, the person presiding at the meeting may appoint one or more inspectors to act at the meeting.  Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability.  The inspectors shall (a) ascertain the number of shares outstanding and the voting power of each, (b) determine the shares represented at the meeting and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots.  The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties.  Unless otherwise provided by the Board, the date and time of the opening and the closing of the polls for each matter upon which the Stockholders will vote at a meeting shall be determined by the person presiding at the meeting and shall be announced at the meeting.  No ballot, proxies or votes, or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls unless the any court properly applying jurisdiction over the Corporation upon application by a Stockholder shall determine otherwise.  In

determining the validity and counting of proxies and ballots cast at any meeting of Stockholders, the inspectors may consider such information as is permitted by applicable law.  No person who is a candidate for office at an election may serve as an inspector at such election.

2.11         Conduct of Meetings; Organization; Director Nominations and Other Stockholder Proposals.

(a)           The Board may adopt by resolution such rules and regulations for the conduct of the meeting of Stockholders as it shall deem appropriate.  At each meeting of Stockholders, the President, or in the absence of the President, the Chairman, or if there is no Chairman or if there be one and the Chairman is absent, a Vice President, and in case more than one Vice President shall be present, that Vice President designated by the Board (or in the absence of any such designation, the most senior Vice President, based on age, present), shall preside over the meeting.  Except to the extent inconsistent with such rules and regulations as are adopted by the Board, the person presiding over any meeting of Stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such person, are appropriate for the proper conduct of the meeting.  Such rules, regulations or procedures, whether adopted by the Board or prescribed by the presiding officer of the meeting, may include, without limitation, the following:  (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting applicable to Stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the person presiding over the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants.  The presiding officer at any meeting of Stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding officer should so determine, such person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered.  Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of Stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.  The Secretary, or in his or her absence, one of the Assistant Secretaries, shall act as secretary of the meeting.  In case none of the officers above designated to act as the person presiding over the meeting or as secretary of the meeting, respectively, shall be present, a person presiding over the meeting or a secretary of the meeting, as the case may be, shall be designated by the Board, and in case the Board has not so acted, in the case of the designation of a person to act as secretary of the meeting,

the person to act as secretary of the meeting shall be designated by the person presiding over the meeting.

(b)           Only persons who are nominated in accordance with the following procedures shall be eligible for election as Directors.  Nominations of persons for election to the Board may be made at an annual meeting or special meeting of Stockholders only (i) by or at the direction of the Board, (ii) by any nominating committee designated by the Board or (iii) by any Stockholder of the Corporation who was a Stockholder of record of the Corporation at the time the notice provided for in this Section 2.11 is delivered to the Secretary, who is entitled to vote for the election of Directors at the meeting and who complies with the applicable provisions of Section 2.11(d) hereof (persons nominated in accordance with (iii) above are referred to herein as “Stockholder nominees”).

(c)           At any annual meeting of Stockholders, only such business shall be conducted as shall have been properly brought before the meeting.  To be properly brought before an annual meeting of Stockholders, (i) business must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the meeting by or at the direction of the Board or (iii) otherwise properly brought before the meeting by a Stockholder who was a Stockholder of record of the Corporation at the time the notice provided for in this Section 2.11 is delivered to the Secretary, who is entitled to vote at the meeting and who complies with the applicable provisions of Section 2.11(d) hereof (business brought before the meeting in accordance with (iii) above is referred to as “Stockholder business”).

(d)           At any annual or special meeting of Stockholders (i) all nominations of Stockholder nominees must be made by timely written notice given by or on behalf of a Stockholder of record of the Corporation (the “Notice of Nomination”) and (ii) all proposals of Stockholder business must be made by timely written notice given by or on behalf of a Stockholder of record of the Corporation (the “Notice of Business”).  To be timely, the Notice of Nomination or the Notice of Business, as the case may be, must be delivered personally to, or mailed to, and received at the Office of the Corporation, addressed to the attention of the Secretary, (i) in the case of the nomination of a person for election to the Board, or business to be conducted, at an annual meeting of Stockholders, not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the first anniversary of the date of the prior year’s annual meeting of Stockholders or (ii) in the case of the nomination of a person for election to the Board at a special meeting of Stockholders, not more than one hundred and twenty (120) days prior to and not less than the later of (a) ninety (90) days prior to such special meeting or (b) the tenth day following the day on which the notice of such special meeting was made by mail or Public Disclosure; provided, however, that in the event that either (i) the annual meeting of Stockholders is advanced by more than thirty (30) days, or delayed by more than seventy (70) days, from the first anniversary of the prior year’s annual meeting of Stockholders, (ii) no annual meeting was held during the prior year or (iii) in the case of the Corporation’s first annual meeting of Stockholders as a corporation with a class of equity security registered under the Securities Act, notice by the Stockholder to be timely must be received (i) no earlier than one hundred and twenty (120) days prior to such

annual meeting and (ii) no later than the later of ninety (90) days prior to such annual meeting or ten (10) days following the day the notice of such annual meeting was made by mail or Public Disclosure, regardless of any postponement, deferral or adjournment of the meeting to a later date.  In no event shall the Public Disclosure of an adjournment or postponement of an annual or special meeting commence a new time period (or extend any time period) for the giving of the Notice of Nomination or Notice of Business, as applicable.

Notwithstanding anything in the immediately preceding paragraph to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting is increased and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a Notice of Nomination shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered at the Office of the Corporation, addressed to the attention of the Secretary, not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

The Notice of Nomination shall set forth (i) the name and record address of the Stockholder and/or beneficial owner proposing to make nominations, as they appear on the Corporation’s books, (ii) the class and number of shares of stock held of record and beneficially by such Stockholder and/or such beneficial owner, (iii) a representation that the Stockholder is a holder of record of stock of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such nomination, (iv) all information regarding each Stockholder nominee that would be required to be set forth in a definitive proxy statement filed with the Securities and Exchange Commission pursuant to Section 14 of the Exchange Act, and the written consent of each such Stockholder nominee to being named in a proxy statement as a nominee and to serve if elected and (v) all other information that would be required to be filed with the Securities and Exchange Commission if the person proposing such nominations were a participant in a solicitation subject to Section 14 of the Exchange Act.  The Corporation may require any Stockholder nominee to furnish such other information as it may reasonably require to determine the eligibility of such Stockholder nominee to serve as a Director of the Corporation.  The person presiding over the meeting shall, if the facts warrant, determine and declare to the meeting that any proposed nomination of a Stockholder nominee was not made in accordance with the foregoing procedures and, if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

The Notice of Business shall set forth (i) the name and record address of the Stockholder and/or beneficial owner proposing such Stockholder business, as they appear on the Corporation’s books, (ii) the class and number of shares of stock held of record and beneficially by such Stockholder and/or such beneficial owner, (iii) a representation that the Stockholder is a holder of record of stock of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting

to propose such business, (iv) a brief description of the Stockholder business desired to be brought before the annual meeting, the text of the proposal (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the By-laws, the language of the proposed amendment, and the reasons for conducting such Stockholder business at the annual meeting, (v) any material interest of the Stockholder and/or beneficial owner in such Stockholder business and (vi) all other information that would be required to be filed with the Securities and Exchange Commission if the person proposing such Stockholder business were a participant in a solicitation subject to Section 14 of the Exchange Act.  Notwithstanding anything in these By-laws to the contrary, no business shall be conducted at the annual meeting of Stockholders except in accordance with the procedures set forth in this Section 2.11(d), provided, however, that nothing in this Section 2.11(d) shall be deemed to preclude discussion by any Stockholder of any business properly brought before the annual meeting in accordance with said procedure.  Nevertheless, it is understood that Stockholder business may be excluded if the exclusion of such Stockholder business is permitted by the applicable regulations of the Securities and Exchange Commission.  Only such business shall be conducted at a special meeting of Stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting.  The person presiding over the meeting shall, if the facts warrant, determine and declare to the meeting, that business was not properly brought before the meeting in accordance with the foregoing procedures and, if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

Notwithstanding the foregoing provisions of this Section 2.11, if the Stockholder (or a qualified representative of the Stockholder) does not appear at the annual or special meeting of Stockholders to present the Stockholder nomination or the Stockholder business, as applicable, such nomination shall be disregarded and such  

business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

For purposes of this Section 2.11, “Public Disclosure” shall be deemed to be first made when disclosure of such date of the annual or special meeting of Stockholders, as the case may be, is first made in a press release reported by the Dow Jones News Services, Associated Press or comparable national news service, or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

Notwithstanding the foregoing, a Stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.11.  Nothing in this Section 2.11 shall be deemed to affect any rights of the holders of any series of preferred stock of the Corporation pursuant to any applicable provision of the Certificate of Incorporation.

2.12         Order of Business.  The order of business at all meetings of Stockholders shall be as determined by the person presiding over the meeting.

ARTICLE 3
DIRECTORS

3.1           General Powers.  The business and affairs of the Corporation shall be managed by or under the direction of the Board.  The Board may adopt such rules and regulations, not inconsistent with the Certificate of Incorporation or these By-laws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

3.2           Number; Qualification; Term of Office.  The total number of Directors constituting the Entire Board shall be not less than 3 nor more than 15, with the then-authorized number of Directors being fixed from time to time by the Board.  Directors need not be Stockholders.  Each Director shall hold office until a successor is duly elected and qualified or until the Director’s earlier death, resignation, disqualification  or removal.  The Board (other than those Directors elected by the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of the Certificate of Incorporation (the “Preferred Stock Directors”)) shall be divided into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III.  Class I Directors shall initially serve until the first annual meeting of Stockholders held after the IPO Date; Class II Directors shall initially serve until the second annual meeting of Stockholders held after the IPO Date; and Class III Directors shall initially serve until the third annual meeting of Stockholders held after the IPO Date.  Commencing with the first annual meeting of Stockholders held after the IPO Date, Directors of each class the term of which shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting of Stockholders and until the election and qualification of their respective successors in office.  In case of any increase or decrease, from time to time, in the number of Directors (other than Preferred Stock Directors), the number of directors in each class shall be apportioned as nearly equal as possible.

3.3           Election.  Directors shall be elected by a plurality of the votes cast at a meeting of Stockholders by the holders of shares present in person or represented by proxy at the meeting and entitled to vote in the election.

3.4           Newly Created Directorships and Vacancies.  Subject to the rights of the holders of any series of Preferred Stock then outstanding, any newly created Directorships resulting from any increase in the authorized number of Directors or any vacancies in the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled by a majority vote of the remaining Directors then in office although less than a quorum, or by a sole remaining Director, and Directors so chosen shall hold office until the expiration of the term of office of the Director whom he or she has replaced or until his or her successor is duly elected and qualified.  No decrease in the number of Directors constituting the Board shall shorten

the term of any incumbent Director.  When any Director shall give notice of resignation effective at a future date, the Board may fill such vacancy to take effect when such resignation shall become effective in accordance with the General Corporation Law.

3.5           Resignation.  Any Director may resign at any time upon notice given in writing or by electronic transmission to the Corporation.  Such resignation shall take effect at the time therein specified, and, unless otherwise specified in such resignation, the acceptance of such resignation shall not be necessary to make it effective.

3.6           Removal.  Except for Preferred Stock Directors, any Director, or the Entire Board, may be removed from office at any time, but only for cause and only by the affirmative vote of at least 66-2/3% of the total voting power of the outstanding shares of stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class.

3.7           Compensation.  Each Director, in consideration of his or her service as such, shall be entitled to receive from the Corporation such amount per annum

or such fees for attendance at Directors’ meetings, or both, as the Board may from time to time determine, together with reimbursement for the reasonable out-of-pocket expenses, if any, incurred by such Director in connection with the performance of his or her duties.  Each Director who shall serve as a member of any committee of Directors, including as chairperson of such committee of Directors, in consideration of serving as such shall be entitled to such additional amount per annum or such fees for attendance at committee meetings, or both, as the Board may from time to time determine, together with reimbursement for the reasonable out-of-pocket expenses, if any, incurred by such Director in the performance of his or her duties.  Nothing contained in this Section 3.7 shall preclude any Director from serving the Corporation or its subsidiaries in any other capacity and receiving proper compensation therefor.

3.8           Regular Meetings.  Regular meetings of the Board may be held without notice at such times and at such places within or without the State of Nevada as shall from time to time be determined by the Board.

3.9Special Meetings.  Special meetings of the Board may be held at any time or place, within or without the State of Nevada, whenever called by the Chairman, the President or the Secretary or by a majority of the Directors then serving as Directors on at least 24 hours’ notice to each Director given by one of the means specified in Section 3.12 hereof other than by mail, or on at least three days’ notice if given by mail.  Special meetings shall be called by the Chairman, President or Secretary in like manner and on like notice on the written request of a majority of the Directors then serving as Directors.Notwithstanding the foregoing, for a majority of Directors then serving as Directors to call a special meeting of the Board or request that a special meeting be called, they must first give the Chairman prior written notice of the calling of, or request for, a special meeting and the proposed agenda for such meeting at least 12 hours before calling for or requesting such meeting given by one of the means specified in Section 3.12 hereof other than by mail (or with at least two days' notice if given by mail). In addition to the foregoing, if the Chairman determines that an emergency or other pressing issue

exists that requires the consideration of the Board, the Chairman may call a special meeting of the Board upon three hours’ notice given by electronic mail to the electronic mail address of each Director on file with the Corporation.

3.10         Telephone Meetings.  Directors or members of any committee designated by the Board may participate in a meeting of the Board or of such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.10 shall constitute presence in person at such meeting.

3.11         Adjourned Meetings.  A majority of the Directors present at any meeting of the Board, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place.  At least 24 hours’ notice of any adjourned meeting of the Board shall be given to each Director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.12 hereof other than by mail, or at least three (3) days’ notice if by mail.  Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

3.12         Notice Procedure.  Subject to Sections 3.9 and 3.10 hereof, whenever notice is required to be given by the Corporation to any Director, such notice shall be deemed given effectively if given in person or by telephone, by mail addressed to such Director at such Director’s address as it appears on the records of the Corporation, with postage thereon prepaid, or by telegram, telex, telecopy or other means of electronic transmission.

3.13         Waiver of Notice.  Waiver by a Director in writing of notice of a Director’s meeting shall constitute a waiver of notice of the meeting, whether executed and/or delivered before or after such meeting.  Attendance by a Director at a meeting shall constitute a waiver of notice of such meeting except when the Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Directors or a committee of Directors need be specified in any written waiver of notice.

3.14         Organization.  At each meeting of the Board, the Chairman, or in the absence of the Chairman, the President, or in the absence of the President, a chairman chosen by a majority of the Directors present, shall preside.  The Secretary shall act as secretary at each meeting of the Board.  In case the Secretary shall be absent from any meeting of the Board, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all Assistant Secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

3.15         Quorum of Directors.  The presence in person of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board.

3.16         Action by Majority Vote.  Except as otherwise expressly required by applicable law, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

3.17         Action Without Meeting.  Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all Directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE 4
COMMITTEES OF THE BOARD

The Board may, by resolution, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.  The Board may adopt charters for one or more of such committees.  The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.  If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent permitted by applicable law and to the extent provided in the resolution of the Board designating such committee or the charter for such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it.  The Board may remove any Director from any committee at any time, with or without cause.  Unless otherwise specified in the resolution of the Board designating a committee or the charter for such committee, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of  business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee.  Each committee shall keep regular minutes of its meetings.  Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business.  In the absence of such rules each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article 3 of these By-laws.

ARTICLE 5
OFFICERS

5.1           Positions.  The officers of the Corporation shall be a President, a Secretary, a Treasurer and such other officers as the Board may elect, including a Chairman, one or more Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers, who shall exercise such powers and perform such duties as shall be determined from time to time by resolution of the Board.  The Board may elect one or more Vice Presidents as Executive Vice Presidents and may use descriptive words or phrases to designate the standing, seniority or areas of special competence of the Vice Presidents elected or appointed by it.  Any number of offices may be held by the same person.

5.2           Election.  The officers of the Corporation shall be elected by the Board at its annual meeting or at such other time or times as the Board shall determine.

5.3           Term of Office.  Each officer of the Corporation shall hold office for the term for which he or she is elected and until such officer’s successor is elected and qualifies or until such officer’s earlier death, resignation or removal.  Any officer may resign at any time upon written notice to the Corporation.  Such resignation shall take effect at the date of receipt of such notice or at such later time as is therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.  The resignation of an officer shall be without prejudice to the contract rights of the Corporation, if any.  Any officer may be removed at any time, with or without cause, by the Board.  Any vacancy occurring in any office of the Corporation may be filled by the Board.  The removal of an officer, with or without cause, shall be without prejudice to the officer’s contract rights, if any.  The election or appointment of an officer shall not of itself create contract rights.

5.4           Fidelity Bonds.  The Corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

5.5           Chairman.  The Chairman, if one shall have been appointed, shall preside at all meetings of the Board and shall exercise such powers and perform such other duties as shall be determined from time to time by resolution of the Board.

5.6           Chief Executive Officer. The Chief Executive Officer shall have general supervision over the business of the Corporation, subject, however, to the control of the Board and of any duly authorized committee of the Board.  The Chief Executive Officer shall preside at all meetings of the Stockholders and at all meetings of the Board at which the Chairman (if there be one) is not present.  The Chief Executive Officer may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases in which the signing and execution thereof shall be expressly delegated by resolution of the Board or by these By-laws to some other officer or agent of the Corporation or shall be required by applicable law otherwise to be signed or executed

and, in general, the Chief Executive Officer shall perform all duties incident to the office of Chief Executive Officer of a corporation and such other duties as may from time to time be assigned to the Chief Executive Officer by resolution of the Board.

5.7           President.  At the request of the Chief Executive Officer, or, in the Chief Executive Officer’s absence, at the request of the Board, the President, if one shall have been appointed, shall perform all of the duties of the Chief Executive Officer and, in so performing, shall have all the powers of, and be subject to all restrictions upon, the Chief Executive Officer.  The President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases in which the signing and execution thereof shall be expressly delegated by resolution of the Board or by these By-laws to some other officer or agent of the Corporation or shall be required by applicable law otherwise to be signed or executed and, in general, the President shall perform all duties incident to the office of President of a corporation and such other duties as may from time to time be assigned to the President by resolution of the Board.

5.8           Vice Presidents.  At the request of the President, or, in the President’s absence, at the request of the Board, the Vice Presidents shall (in such order as may be designated by the Board, or, in the absence of any such designation, in order of seniority based on title) perform all of the duties of the President and, in so performing, shall have all the powers of, and be subject to all restrictions upon, the President.  Any Vice President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases in which the signing and execution thereof shall be expressly delegated by resolution of the Board or by these By-laws to some other officer or agent of the Corporation, or shall be required by applicable law otherwise to be signed or executed, and each Vice President shall perform such other duties as from time to time may be assigned to such Vice President by resolution of the Board or by the President.

5.9           Secretary.  The Secretary shall attend all meetings of the Board and of the Stockholders and shall record all the proceedings of the meetings of the Board and of the Stockholders in a book to be kept for that purpose, and shall perform like duties for committees of the Board, when required.  The Secretary shall give, or cause to be given, notice of all special meetings of the Board and of the Stockholders and shall perform such other duties as may be prescribed by the Board or by the President, under whose supervision the Secretary shall be.  The Secretary shall have custody of the corporate seal of the Corporation, and the Secretary, or an Assistant Secretary, shall have authority to affix the same on any instrument requiring it, and when so affixed, the seal may be attested by the signature of the Secretary or by the signature of such Assistant Secretary.  The Board may, by resolution, give general authority to any other officer to affix the seal of the Corporation and to attest the same by such officer’s signature.  The Secretary or an Assistant Secretary may also attest all instruments signed by the President or any Vice President.  The Secretary shall have charge of all the books, records and papers of the Corporation relating to its organization and management, shall see that the

reports, statements and other documents required by applicable law are properly kept and filed and, in general, shall perform all duties incident to the office of Secretary of a corporation and such other duties as may from time to time be assigned to the Secretary by resolution of the Board or by the President. 

5.10         Treasurer.  The Treasurer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any sources whatsoever; deposit all such moneys and valuable effects in the name and to the credit of the Corporation in such depositaries as may be designated by the Board; against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Corporation signed in such manner as shall be determined by the Board and be responsible for the accuracy of the amounts of all moneys so disbursed; regularly enter or cause to be entered in books or other records maintained for the purpose full and adequate account of all moneys received or paid for the account of the Corporation; have the right to require from time to time reports or statements giving such information as the Treasurer may desire with respect to any and all financial transactions of the Corporation from the officers or agents transacting the same; render to the President or the Board, whenever the President or the Board shall require the Treasurer so to do, an account of the financial condition of the Corporation and of all financial transactions of the Corporation; disburse the funds of the Corporation as ordered by the Board; and, in general, perform all duties incident to the office of Treasurer of a corporation and such other duties as may from time to time be assigned to the Treasurer by resolution of the Board or by the President.

5.11         Assistant Secretaries and Assistant Treasurers.  Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned to them by the Secretary or by the Treasurer, respectively, or by resolution of the Board or by the President.

ARTICLE 6
INDEMNIFICATION

6.1           Right to Indemnification.  The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity (an “Other Entity”), including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably

incurred by such Covered Person.  Notwithstanding the preceding sentence, except as otherwise provided in Section 6.3, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board.

6.2           Prepayment of Expenses.  The Corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article 6 or otherwise.

6.3           Claims.  If a claim for indemnification or advancement of expenses under this Article 6 is not paid in full within 30 days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim.  In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

6.4           Nonexclusivity of Rights.  The rights conferred on any Covered Person by this Article 6 shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these By-laws, agreement, vote of stockholders or disinterested directors or otherwise.

6.5           Other Sources.  The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of an Other Entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such Other Entity.

6.6           Amendment or Repeal.  Any repeal or modification of the foregoing provisions of this Article 6 shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

6.7           Other Indemnification and Prepayment of Expenses.  This Article 6 shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

ARTICLE 7
GENERAL PROVISIONS

7.1           Certificates Representing Shares.  The shares of stock of the Corporation shall be represented by certificates, or shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock, or a combination of both. Every holder of stock shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman, if any, or the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by such holder of stock in the Corporation.  Any or all of the signatures upon a certificate may be facsimiles.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon any certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

7.2           Transfer and Registry Agents.  The Corporation may from time to time maintain one or more transfer offices or agents and registry offices or agents at such place or places as may be determined from time to time by the Board.

7.3           Lost, Stolen or Destroyed Certificates.  The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

7.4           Form of Records.  Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time.  The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

7.5           Seal.  The corporate seal shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

7.6           Fiscal Year.  The fiscal year of the Corporation shall be determined by  resolution of the Board.

7.7           Amendments.  Subject to the rights of holders of shares of any series of the Corporation’s preferred stock then outstanding, these By-laws may be altered, amended or repealed and new By-laws may be adopted either (i) by a majority of the Board or (ii) by the affirmative vote of at least 66-2/3% of the voting power of the shares of then outstanding voting stock of the Corporation, voting together as a single class.

EX-10.2

EXHIBIT 10.2

EXECUTION VERSION

AMENDMENT AND RESTATEMENT AGREEMENT

dated as of December 19, 2013

among

LAS VEGAS SANDS, LLC,

as Borrower

GUARANTORS PARTY HERETO,

LENDERS PARTY HERETO,

and

THE BANK OF NOVA SCOTIA,

as Administrative Agent and Collateral Agent

AMENDMENT AND RESTATEMENT AGREEMENT dated as of December 19, 2013 (this “Amendment”), to the Amended and Restated Credit and Guaranty Agreement dated as of August 18, 2010 (the “Existing Credit Agreement”), among LAS VEGAS SANDS, LLC, a Nevada limited liability company (the “Borrower”), the Guarantors party thereto, the Lenders party thereto and The Bank of Nova Scotia, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).

A.           Pursuant to the Existing Credit Agreement, the Lenders (as defined therein, the “Existing Lenders”) have extended credit to the Borrower in an aggregate amount not to exceed $3,642,000,000, consisting of (i) $752,777,573.70 aggregate principal amount of Original Tranche B Term Loans (such capitalized term and other capitalized terms used in this paragraph A have the meanings given to them in the Existing Credit Agreement), (ii) $1,415,322,565.30 aggregate principal amount of Extended Tranche B Term Loans, (iii) $154,431,108.60 aggregate principal amount of Original Delayed Draw I Term Loans, (iv) $284,458,305.30 aggregate principal amount of Extended Delayed Draw I Term Loans, (v) $77,091,047.50 aggregate principal amount of Original Delayed Draw II Term Loans, (vi) $207,919,399.60 aggregate principal amount of Extended Delayed Draw II Term Loans and (vii) $750,000,000 aggregate principal amount of Revolving Commitments.

B.           The Borrower has requested that the Existing Credit Agreement be amended and restated in the form of the Second Amended and Restated Credit and Guaranty Agreement attached hereto as Exhibit A to, among other things, set forth the terms and conditions of the Revolving Loans and Term B Loans and permit Borrower to issue additional indebtedness that would be secured on a parri passu or junior basis with the Secured Obligations.

C.           Upon the Restatement Date (as defined below), the terms of the outstanding (i) Tranche B Term Loans (as defined in the Existing Credit Agreement), (ii) Delayed Draw I Term Loans (as defined in the Existing Credit Agreement) and (iii) Delayed Draw II Term Loans (as defined in the Existing Credit Agreement) (each loan listed in clauses (i) through (iii), an “Existing Term Loan” and collectively, the “Existing Term Loans”) of each Existing Lender that approves this Amendment and offers to convert its Existing Term Loans into Term B Loans (as defined in the Amended Credit Agreement) by executing and delivering to the Administrative Agent (or its counsel), on or prior to 11:59 p.m., New York City time, on December 18, 2013 (the “Delivery Time”), a signature page to this Amendment designating itself as a “Converting Term Lender” (each Existing Lender with an outstanding Existing Term Loan that does not so designate itself, being referred to herein as a “Declining Term Lender”) will be modified as set forth herein.

D.           Upon the Restatement Date, the terms of the outstanding Revolving Commitments of each Existing Lender that approves this Amendment and offers to convert its Revolving Commitments and Revolving Loan (if any) (as such terms are defined in the Existing Credit Agreement, the “Existing Revolving Commitments” and the “Existing Revolving Loans,” respectively) into Revolving Commitments and Revolving Loans (as such terms are defined in the Amended Credit Agreement (as defined below)) by executing and delivering to the Administrative Agent (or its counsel), on or prior to the Delivery Time, a signature page to this Amendment designating itself as a “Converting Revolving Lender” (each Existing Lender with a

Revolving Commitment that does not so designate itself, being referred to herein as a “Declining Revolving Lender”) will be modified as set forth herein.

E.           All capitalized terms used but not defined herein shall have the meanings given them in the Amended Credit Agreement (as defined below).

Accordingly, the parties hereto hereby agree as follows:

SECTION 1.   Amendment and Restatement of the Existing Credit Agreement.  Effective as of the Restatement Date, the Existing Credit Agreement is hereby amended and restated in its entirety in the form of Exhibit A hereto (the Existing Credit Agreement, as so amended and restated, being referred to as the “Amended Credit Agreement”).

SECTION 2.   Term B Loan.  Subject to the terms and conditions set forth herein and in the Amended Credit Agreement, as of the Restatement Date, each Converting Term Lender agrees that its Existing Term Loans (to the extent allocated by the Arrangers (as defined below) of the Amended Credit Agreement) will be modified to become a Term B Loan of like outstanding aggregate principal amount.  The Existing Term Loans of Converting Term Lenders not allocated to be modified to become a Term B Loan and the Existing Term Loans of each Declining Term Lender shall be repaid in full in cash in accordance with Section 2.13 of the Existing Credit Agreement.

SECTION 3.   Revolving Commitments.  Subject to the terms and conditions set forth herein and in the Amended Credit Agreement, as of the Restatement Date, each Converting Revolving Lender agrees that its Existing Revolving Commitments and outstanding Existing Revolving Loans (if any and to the extent allocated by the Arrangers of the Amended Credit Agreement) will be modified to become Revolving Commitments and Revolving Loans of like outstanding principal amount.  The Existing Revolving Commitments and Existing Revolving Loans (if any) of Converting Revolving Lenders not allocated to become a Revolving Commitment or Revolving Loan and the Existing Revolving Commitments and Existing Revolving Loans of each Declining Revolving Lender shall be repaid in full in cash in accordance with Section 2.13 of the Existing Credit Agreement.  The Interest Periods and Adjusted Eurodollar Rates in effect for the Revolving Loans (if any) immediately prior to the Restatement Date shall remain in effect for the Revolving Loans resulting from the effectiveness of this Amendment on the Restatement Date, notwithstanding any contrary provision of Section 2.8 or 2.9 of the Existing Credit Agreement or the Amended Credit Agreement, with only (i) the Applicable Margin for the Revolving Loans and Swing Line Loans and Letters of Credit allocable to the Revolving Commitments and (ii) the Applicable Revolving Commitment Fee Percentage applicable to the Revolving Commitments changing as of, and with effect from and after, the Restatement Date.

SECTION 4.   New Lenders.  Subject to the terms and conditions set forth herein and in the Amended Credit Agreement, as of the Restatement Date, each Lender party hereto, that is not an Existing Lender (each such Lender, a “New Lender” and collectively, the “New Lenders”), agrees to make to the Borrower Term B Loans or Revolving Loans, as the case may be, pursuant to Sections 2.1 and 2.2 of the Amended Credit Agreement, respectively.

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SECTION 5.   Commitment Termination and Prepayments.  (a)  The Borrower hereby permanently reduces any unallocated portion of a Converting Revolving Lender’s Existing Revolving Commitments and the Existing Revolving Commitments of each Declining Revolving Lender (the “Commitment Reduction”), such reduction to be effected immediately prior to the Restatement Date, but only if the Restatement Date occurs.

(b)           On the Restatement Date, the Borrower shall prepay in full the Existing Term Loans and Existing Revolving Loans (if any), together with all accrued and unpaid fees and interest with respect to such Existing Term Loans and Existing Revolving Loans of Converting Term Lenders or Converting Revolving Lenders, respectively, that are not allocated to be modified to become Term B Loans or Revolving Loans, respectively, and that are held by the Declining Term Lenders and Declining Revolving Lenders, respectively, pursuant to Section 2.13 of the Existing Credit Agreement (the “Prepayment”).

(c)           Execution and delivery of this Amendment by the Borrower and the Requisite Lenders on or prior to the Restatement Date shall be deemed to satisfy the notice requirements of the Existing Credit Agreement and the Amended Credit Agreement in connection with the Commitment Reduction and the Prepayment.

SECTION 6.   Fees.  The Borrower agrees to pay to the Administrative Agent, on the Restatement Date, the fees set forth in the Amended and Restated Engagement Letter dated as of December 17, 2013 (the “Engagement Letter”) between the Borrower and the Arrangers (as defined therein) and in the Confidential Administrative Agent Fee Letter dated as of December 18, 2013 between the Borrower and the Administrative Agent.

SECTION 7.   Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to each of the other parties hereto, that: (a) the representations and warranties set forth in Article IV of the Amended Credit Agreement and the other Credit Documents are true, correct and complete in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true, correct and complete in all material respects as of such earlier date and (b) after giving effect to this Amendment, no Default or Potential Event of Default has occurred and is continuing.

SECTION 8.   Effectiveness.  This Amendment and the Amended Credit Agreement shall become effective as of the first date (the “Restatement Date”) that each of the following conditions have been satisfied:

(a)           The Administrative Agent (or its counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrower, (ii) the Guarantors, (iii) the New Lenders, (iv) the Administrative Agent, (v) the Collateral Agent, (vi) the Swing Line Lender, (vii) the Issuing Lender and (viii) each Converting Term Lender and Converting Revolving Lender.

(b)           The Second Amended and Restated Security Agreement shall substantially contemporaneously with the effectiveness of this Amendment be entered into by the Collateral Agent and the Grantors party thereto.  The Collateral Agent shall have received

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evidence that a Uniform Commercial Code financing statement filing in the jurisdiction of organization of each Credit Party has been provided for and evidence of filings with the United States Patent and Trademark Office and United States Copyright Office necessary or desirable to perfect the Liens created by the Security Agreement.  The Collateral Agent shall have received certified copies of UCC, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any Credit Party is organized or maintains its principal place of business and such other searches that the Collateral Agent reasonably deems necessary.

(c)           To the extent required by the Security Agreement and not previously delivered, the Collateral Agent shall have received all certificates, agreements or instruments representing or evidencing Pledged Debt (as defined in the Security Agreement) accompanied by instruments of transfer undated and endorsed in blank and all other certificates, agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments and all Pledged Debt of each Credit Party (as each such term is defined in the Security Agreement and to the extent required by the Security Agreement.

(d)           The Administrative Agent shall have received (i) copies of each Organizational Document of each Credit Party, certified by the applicable Credit Party (or certifying that there has been no change to such documents since they were last delivered to the Administrative Agent); (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents being executed on the Restatement Date to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Amendment and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Restatement Date, certified as of the Restatement Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Restatement Date.

(e)           The Lenders shall have received copies of the favorable written opinions of (i) Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel for Credit Parties, substantially in the form of Exhibit P-1 to the Amended Credit Agreement and (ii) Lionel Sawyer & Collins LLP, Nevada counsel for the Credit Parties, substantially in the form of Exhibit P-2 to the Amended Credit Agreement, in each case dated the Restatement Date (and each Credit Party hereby instructs such counsel to deliver such opinions to the Agents and Lenders).

(f)           The Borrower shall have paid (i) to the Administrative Agent, the fees payable on the Restatement Date referred to in Section 6, (ii) to the Administrative Agent and to the Arrangers, all fees and other amounts due and payable to them on or prior to the Restatement Date, including, to the extent invoiced, reimbursement or payment of all

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out-of-pocket expenses required to be reimbursed or paid by the Borrower in connection with this Amendment and (iii) (x) to each Revolving Lender under the Amended Credit Agreement an amount equal to 0.40% of the aggregate principal amount of such Revolving Lender’s Revolving Commitments and Revolving Loans under the Amended Credit Agreement and (y) an amount equal to 0.50% of the aggregate principal amount of such Term B Lender’s Term B Loan under the Amended Credit Agreement, which may take the form of original issue discount on the Term B Loans.

(g)           The Borrower shall have made the Prepayment and the Commitment Reduction, and shall have paid all amounts required to be paid by it in connection therewith.

(h)           On the Restatement Date, the Administrative Agent and the Arrangers shall have received a Solvency Certificate from the Borrower, substantially in the form of Exhibit R to the Amended Credit Agreement, demonstrating that after giving effect to the consummation of the transactions contemplated hereunder, the Borrower and its Subsidiaries, taken as a whole, are and will be Solvent.

(i)           The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Credit Party relating thereto, with respect to any Mortgaged Property located in a special flood hazard area).

SECTION 9.   Post-Closing Obligations.  Within thirty (30) days of the Restatement Date (or such longer period as the Administrative Agent may agree in its sole discretion):

(a)           The Administrative Agent shall have received with respect to each Deed of Trust encumbering Mortgaged Property, a Deed of Trust Amendment (as defined in the Amended Credit Agreement).

(b)           The Administrative Agent shall have received with respect to each Mortgage Amendment, a copy of the existing Mortgage Policies and an endorsement with respect thereto (each, a “Mortgage Policy Endorsement,” collectively, the “Mortgage Policy Endorsements”) relating to the Deed of Trust encumbering the Mortgaged Property subject to such Deed of Trust assuring the Collateral Agent that such Deed of Trust, as amended by such Deed of Trust Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Administrative Agent for the benefit of the Secured Parties free and clear of all defects, encumbrances and liens except as expressly permitted by Section 6.2 of the Amended Credit Agreement, and such Mortgage Policy Endorsement shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent.

(c)           The Administrative Agent shall have received with respect to each Mortgage Amendment, opinions of local counsel to the Credit Parties, which opinions (x) shall be addressed to the Administrative Agent and each of Secured Parties and be dated the Restatement Date, (y) shall cover the enforceability of the respective Deed of

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Trust as amended by such Deed of Trust Amendment and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent.

(d)           The Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of all applicable title insurance premiums, search and examination charges, survey costs and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Deed of Trust Amendments and issuance of the Mortgage Policy Endorsement.

(e)           The Administrative Agent shall have received a copy of, or a certificate as to coverage under, and a copy of the flood insurance policy and a declaration page relating to, the insurance policies required by the last paragraph of Section 5.5 of the Amended Credit Agreement which (i) shall (a) identify the addresses of each property located in a special flood hazard area, (b) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (c) provide that the insurer will give the Collateral Agent 45 days written notice of cancellation or non-renewal and (ii) shall be otherwise in form and substance reasonably satisfactory to the Administrative Agent.

(f)           The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.5 of the Amended Credit Agreement and any applicable provisions of the Collateral Documents.

(g)           The Collateral Agent shall have received evidence of filing of appropriate documents or instruments with the United States Patent and Trademark Office to record the name change of Interface-Group Nevada, Inc. to Sands Expo and Convention Center Inc. with respect to the applicable Intellectual Property pledged pursuant to the Credit Documents.

(h)           The Borrower shall have used commercially reasonable efforts (including using such efforts following the extension of the thirty-day post-Restatement Date period if such extension is granted by the Administrative Agent) to file a Uniform Commercial Code financing statement amendment, in form and substance reasonably satisfactory to the Collateral Agent, in respect of the Uniform Commercial Code financing statement by Axis Capital, Inc., as creditor, and Venetian Casino Resort, LLC, as debtor (#2013011015-3).

(i)           The Collateral Agent shall have received the promissory note, dated as of June 20, 2008, as amended on January 1, 2009, by and between Venetian Casino Resort, LLC, as lender and Primewine LLC, as borrower, accompanied by a duly executed instrument of transfer or assignment in blank.

SECTION 10.   Reaffirmation.  Each of the Borrower and the Guarantors, by its signature below, hereby (a) confirms its respective guarantees, pledges and grants of security interests, as applicable, under each of the Credit Documents to which it is a party, and agrees that,

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notwithstanding the effectiveness of this Amendment or the Amended Credit Agreement, such guarantees, pledges and grants of security interests shall continue to be in full force and effect and shall continue to accrue to the benefit of the Lenders and the Secured Parties and (b) confirms that all of the representations and warranties made by it contained in the Amended Credit Agreement and each of the other Credit Documents are true, correct and complete in all material respects on and as of the Restatement Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true, correct and complete in all material respects as of such earlier date.

SECTION 11.   Effect of Restatement.  (a)   The Amended Credit Agreement shall, except as otherwise expressly set forth therein, supersede the Existing Credit Agreement from and after the Restatement Date with respect to the transactions under the Amended Credit Agreement and with respect to the Loans and Letters of Credit outstanding under the Existing Credit Agreement as of the Closing Date.  All references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to the Amended Credit Agreement.

(b)           Except as expressly provided with respect to the Prepayment and the Commitment Reduction, neither this Amendment nor the effectiveness of the Amended Credit Agreement shall extinguish the Obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Credit Document or any other security therefor or any guarantee thereof, and the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations.  Nothing herein contained shall be construed as a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith.  Nothing expressed or implied in this Amendment, the Amended Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Existing Credit Agreement or the Borrower or any other Credit Party under any Credit Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided in this Amendment and in the Amended Credit Agreement.  The Existing Credit Agreement and each of the other Credit Documents shall remain in full force and effect, until and except as modified hereby.  This Amendment shall constitute a Credit Document for all purposes of the Existing Credit Agreement and the Amended Credit Agreement.

SECTION 12.   Notices.  All notices hereunder shall be given in accordance with the provisions of Section 10.1 of the Amended Credit Agreement.

SECTION 13.   Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

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SECTION 14.   Jurisdiction.  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY EXECUTING AND DELIVERING THIS AMENDMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1 OF THE AMENDED CREDIT AGREEMENT; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

SECTION 15.   Costs and Expenses.  The Borrower agrees to reimburse the Administrative Agent and the Arrangers to the extent set forth in the Engagement Letter for their reasonable and documented out-of-pocket expenses incurred in connection with this Amendment, including the reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent and the Arrangers (in the case of the Arrangers, as provided for in the Engagement Letter).

SECTION 16.   Counterparts.  This Amendment may be executed in counterparts and by different parties hereto on different counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 8 hereof.  Delivery of an executed signature page to this Amendment by facsimile or other electronic method of transmission shall be effective as delivery of a manually signed counterpart of this Amendment.

SECTION 17.   Headings.  Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

LAS VEGAS SANDS, LLC
By:	/s/ Michael A. Leven
Name:	Michael A. Leven
Title:	Secretary, President &
	Chief Operating Officer

[Signature Page to Amendment and Restatement Agreement]

VENETIAN CASINO RESORT, LLC By: Las Vegas Sands, LLC        its Managing Member
By:	/s/ Michael A. Leven
Name:	Michael A. Leven
Title:	Secretary, President &
	Chief Operating Officer

SANDS EXPO & CONVENTION CENTER, INC.
By:	/s/ Michael A. Leven
Name:	Michael A. Leven
Title:	Director

VENETIAN MARKETING, INC.
By:	/s/ Michael A. Leven
Name:	Michael A. Leven
Title:	Director

SANDS PENNSYLVANIA, INC.
By:	/s/ Michael A. Leven
Name:	Michael A. Leven
Title:	Secretary & President

[Signature Page to Amendment and Restatement Agreement]

THE BANK OF NOVA SCOTIA, as Administrative Agent, Collateral Agent, Swing Line Lender, Issuing Bank and a Lender
By:	/s/ Diane Emanuel
Name:	Diane Emanuel
Title:	Managing Director

[Signature Page to Amendment and Restatement Agreement]

 EXECUTION VERSION

EXHIBIT A

SECOND AMENDED AND RESTATED

CREDIT AND GUARANTY AGREEMENT

dated as of December 19, 2013

among

LAS VEGAS SANDS, LLC,

as Borrower

CERTAIN SUBSIDIARIES OF BORROWER,

as Guarantors,

VARIOUS LENDERS,

BARCLAYS BANK PLC,

as Joint Lead Arranger, Joint Bookrunner and Syndication Agent,

CITIGROUP GLOBAL MARKETS INC.,

as Joint Lead Arranger, Joint Bookrunner and Syndication Agent,

THE BANK OF NOVA SCOTIA,

as Administrative Agent, Collateral Agent, Joint Lead Arranger and Joint Bookrunner

and

MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED,

BNP PARIBAS SECURITIES CORP,

and

GOLDMAN SACHS BANK USA,

as  Joint Lead Arrangers, Joint Bookrunners and Documentation Agents

and

CREDIT AGRICOLE CORPORATE & INVESTMENT BANK,

MORGAN STANLEY SENIOR FUNDING, INC., THE ROYAL BANK OF SCOTLAND PLC

AND SUMITOMO MITSUI BANKING CORPORATION,

as Senior Managing Agents

$3,500,000,000 Senior Secured Credit Facilities

TABLE OF CONTENTS

Page

SECTION 1. DEFINITIONS AND INTERPRETATION	2
1.1. Definitions	2
1.2. Accounting Terms	47
1.3. Interpretation, etc	47
1.4. Pro Forma Calculations	48
SECTION 2. LOANS AND LETTERS OF CREDIT	48
2.1. Term Loans	48
2.2. Revolving Loans	49
2.3. Swing Line Loans	50
2.4. Issuance of Letters of Credit and Purchase of Participations Therein	52
2.5. Pro Rata Shares; Availability of Funds	56
2.6. Use of Proceeds	57
2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes	57
2.8. Interest on Loans	58
2.9. Conversion/Continuation	60
2.10. Default Interest	61
2.11. Fees	61
2.12. Scheduled Payments/Commitment Reductions	62
2.13. Voluntary Prepayments/Commitment Reductions	62
2.14. Mandatory Prepayments/Commitment Reductions	64
2.15. Application of Prepayments/Reductions	66
2.16. General Provisions Regarding Payments	67
2.17. Ratable Sharing	68
2.18. Making or Maintaining Eurodollar Rate Loans	69
2.19. Increased Costs; Capital Adequacy	71
2.20. Taxes; Withholding, etc.	73
2.21. Obligation to Mitigate	77
2.22. Defaulting Lenders	78
2.23. Removal or Replacement of a Lender	80
2.24. Incremental Commitments; Commitment Extensions; Refinancing Indebtedness	81
SECTION 3. CONDITIONS PRECEDENT	90
3.1. Conditions to Effectiveness	90
3.2. Conditions to the Making of Loans	90
3.3. Conditions to Letters of Credit	92
SECTION 4. REPRESENTATIONS AND WARRANTIES	92
4.1. Organization; Requisite Power and Authority; Qualification	92
4.2. Equity Interests and Ownership	92
4.3. Due Authorization	93
4.4. No Conflict	93
4.5. Governmental Consents	93

i

4.6. Binding Obligation	93
4.7. Historical Financial Statements	93
4.8. Projections	94
4.9. No Material Adverse Change	94
4.10. Adverse Proceedings, etc	94
4.11. Payment of Taxes	94
4.12. Properties	94
4.13. Environmental Matters	95
4.14. No Defaults	96
4.15. Material Contracts	96
4.16. Governmental Regulation	96
4.17. Margin Stock	96
4.18. Employee Matters	96
4.19. Employee Benefit Plans	97
4.20. Certain Fees	97
4.21. Solvency	97
4.22. Matters Relating to Collateral	97
4.23. Compliance with Statutes, etc	98
4.24. Disclosure	98
4.25. Patriot Act	98
SECTION 5. AFFIRMATIVE COVENANTS	99
5.1. Financial Statements and Other Reports	99
5.2. Existence	104
5.3. Payment of Taxes and Claims	105
5.4. Maintenance of Properties	105
5.5. Insurance	105
5.6. Books and Records; Inspections	106
5.7. Lenders Meetings	106
5.8. Compliance with Laws	106
5.9. Environmental	107
5.10. Compliance with Material Contracts	108
5.11. Subsidiaries	108
5.12. Additional Material Real Estate Assets	108
5.13. FF&E	108
5.14. [Intentionally Omitted]	108
5.15. Further Assurances	108
5.16. Maintenance of Ratings	109
5.17. PA Sale Proceeds	109
5.18. Real Estate Matters	109
SECTION 6. NEGATIVE COVENANTS	110
6.1. Indebtedness	110
6.2. Liens and Other Matters	114
6.3. Investments; Joint Ventures; Formation of Subsidiaries	118
6.4. Restrictions on Subsidiary Distributions	121
6.5. Restricted Payments	121

ii

6.6. Financial Covenants	124
6.7. Fundamental Changes; Disposition of Assets	124
6.8. Sale and Leasebacks	128
6.9. Transactions with Shareholders and Affiliates	128
6.10. Disposal of Subsidiary Stock	130
6.11. Conduct of Business	130
6.12. Certain Restrictions on Changes to Certain Documents	130
6.13. Fiscal Year	131
6.14. No Joint Assessment	131
6.15. No Further Negative Pledge	131
6.16. PCT	132
6.17. Joint Venture Partners	132
SECTION 7. GUARANTY	132
7.1. Guaranty of the Obligations	132
7.2. Contribution by Guarantors	132
7.3. Payment by Guarantors	133
7.4. Liability of Guarantors Absolute	133
7.5. Waivers by Guarantors	135
7.6. Guarantors’ Rights of Subrogation, Contribution, etc	136
7.7. Subordination of Other Obligations	137
7.8. Continuing Guaranty	137
7.9. Authority of Guarantors or Borrower	137
7.10. Financial Condition of Borrower	137
7.11. Bankruptcy, etc	137
7.12. Discharge of Guaranty Upon Sale of Guarantor	138
7.13. Keepwell	138
SECTION 8. EVENTS OF DEFAULT	139
8.1. Events of Default	139
SECTION 9. AGENTS	143
9.1. Appointment of Agents	143
9.2. Powers and Duties	144
9.3. General Immunity	144
9.4. Agents Entitled to Act as Lender	145
9.5. Lenders’ Representations, Warranties and Acknowledgment	146
9.6. Right to Indemnity	146
9.7. Successor Administrative Agent, Collateral Agent and Swing Line Lender	146
9.8. Collateral Documents and Guaranty	147
9.9. Withholding Taxes	149
9.10. Intercreditor Agreements	149
SECTION 10. MISCELLANEOUS	149
10.1. Notices	149
10.2. Expenses	151
10.3. Indemnity	151

iii

10.4. Set-Off	153
10.5. Amendments and Waivers	153
10.6. Successors and Assigns; Participations	156
10.7. Independence of Covenants	162
10.8. Survival of Representations, Warranties and Agreements	162
10.9. No Waiver; Remedies Cumulative	163
10.10. Marshalling; Payments Set Aside	163
10.11. Severability	163
10.12. Obligations Several; Independent Nature of Lenders’ Rights	163
10.13. Headings	163
10.14. APPLICABLE LAW	163
10.15. CONSENT TO JURISDICTION	164
10.16. WAIVER OF JURY TRIAL	164
10.17. Confidentiality	165
10.18. Usury Savings Clause	165
10.19. Counterparts	166
10.20. Effectiveness	166
10.21. Patriot Act	166
10.22. Electronic Execution of Assignments	166
10.23. Gaming Authorities	166
10.24. Harrah’s Shared Garage Lease	167
10.25. Certain Matters Affecting Lenders	167
10.26. Effect of Restatement	167
10.27. No Fiduciary Duties	168

iv

APPENDICES:	A-1	Intentionally Omitted
	A-2	Intentionally Omitted
	A-3	Intentionally Omitted
	A-4	Revolving Commitments
	B	Notice Addresses
SCHEDULES:	4.2	Equity Interests and Ownership
	4.5	Governmental Consents
	4.12	Material Real Estate Assets and Leases
	4.15	Material Contracts
	4.22(b)	Permits
	6.1	Certain Indebtedness
	6.2	Certain Liens
	6.3	Certain Investments
	6.9	Certain Affiliate Transactions
	6.9(q)	Rates of Exchange
EXHIBITS:	A-1	Assignment Agreement
	A-2	Affiliate Lender Assignment and Assumption
	B-1-B-4	Certificate Re Non-bank Status
	C	Intentionally Omitted
	D	Compliance Certificate
	E	Conversion/Continuation Notice
	F	Counterpart Agreement
	G-1	Form Deed of Trust (Venetian Site)
	G-2	Form Deed of Trust (Palazzo Site)
	G-3	Form Deed of Trust (Central Park West Site)
	G-4	Form Deed of Trust (SECC Site)
	H-1	Intentionally Omitted
	H-2	Revolving Loan Note
	H-3	Swing Line Note
	H-4	Term B Loan Note
	H-5	Intentionally Omitted
	H-6	Form of First Lien Intercreditor Agreement
	I	Funding Notice
	J	Intercompany Note
	K	Issuance Notice
	L	Intentionally Omitted
	M	Security Agreement
	N	Intentionally Omitted
	O	Subordination, Non-Disturbance and Attornment
	P-1	Form of Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP
	P-2	Form of Opinion of Lionel Sawyer & Collins
	P-3	Intentionally Omitted
	Q	Perfection Certificate
	R	Solvency Certificate

v

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

This SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of December 19, 2013, is entered into by and among LAS VEGAS SANDS, LLC, a Nevada limited liability company (“Borrower”), CERTAIN SUBSIDIARIES of Borrower, as Guarantors, the Lenders party hereto from time to time, THE BANK OF NOVA SCOTIA (“Scotiabank”), as administrative agent for the Lenders (together with its permitted successors in such capacity, “Administrative Agent”) and as collateral agent (together with its permitted successor in such capacity, “Collateral Agent”), Swing Line Lender and Issuing Bank, BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citi”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), BNP Paribas Securities Corp. (“BNP Paribas”), Goldman Sachs Bank USA (“Goldman Sachs” and Scotiabank  as joint lead arrangers and joint bookrunners, in such capacities, “Arrangers”), Barclays and Citi, as co-syndication agents (in such capacities, “Syndication Agents”), Merrill Lynch, BNP Paribas and Goldman Sachs, as co-documentation agents (in such capacities, “Documentation Agents”) and Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland plc and Sumitomo Mitsui Banking Corporation, as senior managing agents (in such capacities, “Senior Managing Agents”).

RECITALS:

WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, Borrower, certain affiliates of Borrower as guarantors, the lenders party thereto, Administrative Agent, Collateral Agent and certain other parties thereto are party to that certain Amended and Restated Credit and Guaranty Agreement, dated as of August 18, 2010 (together with all Exhibits and Schedules thereto and as amended through the date hereof, the “Existing Credit Agreement”), under which the Lenders (as defined therein) agreed to extend certain credit facilities to Borrower, in an aggregate amount not to exceed $3,642,000,000, consisting of (i) $752,777,573.70 aggregate principal amount of Original Tranche B Term Loans, (ii) $1,415,322,565.30 aggregate principal amount of Extended Tranche B Term Loans, (iii) $154,431,108.60 aggregate principal amount of Original Delayed Draw I Term Loans, (iv) $284,458,305.30 aggregate principal amount of Extended Delayed Draw I Term Loans, (v) $77,091,047.50 aggregate principal amount of Original Delayed Draw II Term Loans, (vi) $207,919,399.60 aggregate principal amount of Extended Delayed Draw II Term Loans and (vii) $750,000,000 aggregate principal amount of Revolving Commitments; and

WHEREAS, pursuant to the Amendment Agreement, Borrower, the Guarantors, the Lenders, Administrative Agent and Collateral Agent have agreed to amend and restate the Existing Credit Agreement in the form hereof to, among other things, set forth the terms and conditions of the Revolving Loans and Term B Loans and permit Borrower to issue additional indebtedness that would be secured on a pari passu or junior basis with the Secured Obligations.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1.   DEFINITIONS AND INTERPRETATION

1.1.   Definitions.  The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

“2007 Closing Date” means May 23, 2007.

“2007 Credit Agreement” means the Credit and Guaranty Agreement, dated as of May 23, 2007, by and among the Borrower, the lenders party thereto, Administrative Agent, Collateral Agent and certain other parties thereto, as in effect on August 17, 2010.

“Adelson” means Sheldon G. Adelson, an individual, and his estate.

“Adjusted Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an Interest Period (and in the case of an Interest Period shorter than one month, treating such Interest Period as a one-month Interest Period) for a Eurodollar Rate Loan, the greater of (x) the rate per annum obtained by dividing (A) (i) the rate per annum equal to the London Interbank Offered Rate (“LIBOR”), as published by Reuters (or, if not available, such other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date or (ii) in the event the rate referenced in the preceding clause (i) is not available, the arithmetic average (rounded upward to the nearest 1/100 of one percent) of the offered quotations, if any, to first class banks in the interbank Eurodollar market for Dollar deposits of amounts in same day funds comparable to the respective principal amounts of the Eurodollar Rate Loans of Administrative Agent for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such Interest Period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date by (B) a percentage equal to 100% minus the stated maximum rate of all reserve requirements (including any marginal, emergency, supplemental, special or other reserves) applicable on such Interest Rate Determination Date to any member bank of the United States Federal Reserve System in respect of “Eurocurrency liabilities” as defined in Regulation D (or any successor category of liabilities under Regulation D) and (y) (I) for a Term B Loan, 0.75% and (II) for a Revolving Loan, 0.00%.

“Administrative Agent” as defined in the preamble hereto.

“Administrative Agent Fee Letter” means the Confidential Administrative Agent Fee Letter, dated as of December 18, 2013, by and between Borrower and Administrative Agent.

“Adverse Proceeding” means any action, suit, proceeding, hearing (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Borrower or any of Material Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Borrower or any Material Subsidiary, threatened against or affecting Borrower or any Material Subsidiary or any property of Borrower or any Material Subsidiary.

“Affected Lender” as defined in Section 2.18(b).

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Credit and Guaranty Agreement

“Affected Loans” as defined in Section 2.18(b).

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, that Person (excluding, however, any trustee under, or any committee with responsibility for administering any Pension Plan).  With respect to any Lender, a Person shall be deemed to be “controlled by” another Person if such other Person possesses, directly or indirectly, power to vote 51% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors, managing general partners or managers, as the case may be.  With respect to all other Persons, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any such other Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

“Affiliate Lender” as defined in Section 10.6(j).

“Agent” means, individually, each of Administrative Agent, Syndication Agents, Collateral Agent, Documentation Agents, Senior Managing Agents and each Arranger, and “Agents” means Administrative Agent, Syndication Agents, Collateral Agent, Documentation Agents, Senior Managing Agents and Arrangers, collectively.

“Agent Affiliates”as defined in Section 10.1(b).

“Aggregate Amounts Due” as defined in Section 2.17.

“Aggregate Payments” as defined in Section 7.2.

“Agreement” means this Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013, as it may be amended, supplemented or otherwise modified from time to time.

“Aircraft Agreements” means each of the interchange and time sharing agreements among certain Affiliates of Adelson, on the one hand, and LVSC and certain of its Affiliates, on the other hand, providing for the shared use of aircraft owned by such Affiliates of Adelson and Affiliates of LVSC, the allocation of costs relating thereto and time sharing arrangements with respect thereto, including any such agreements in effect on the Closing Date, and any such agreements entered into thereafter on terms not materially worse, taken as a whole, to the Credit Parties or the Lenders.

“Aircraft Financing Documents” means any credit agreement, promissory note, letter of credit or instrument of indebtedness relating to the LVSC Aircraft Financing.

“All-In Yield” means, as to any Loans, the yield thereon payable to all Lenders providing such Loans in the primary syndication thereof, as reasonably determined by the Administrative Agent, whether in the form of interest rate, margin, original issue discount, up-front fees, rate floors or otherwise; provided that original issue discount and up-front fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the life of such Loans); and provided, further, that “All-In Yield” shall not include arrangement, commitment, underwriting,

3

Credit and Guaranty Agreement

structuring or similar fees paid to arrangers for such Loans and customary consent fees for an amendment paid generally to consenting lenders.

“Amendment Agreement” means the Amendment and Restatement Agreement dated December 19, 2013 among Borrower, the Guarantors, Administrative Agent, Collateral Agent and the Lenders party thereto.

“Applicable Margin” and “Applicable Revolving Commitment Fee Percentage” mean (a) with respect to Initial Revolving Loans that are Eurodollar Rate Loans and the commitment fee payable on unused Revolving Commitments in respect thereof, a percentage, per annum, as set forth below:

Applicable Margin for Initial Revolving Loans	Applicable Revolving Commitment Fee Percentage
1.50%	0.35%

(b) with respect to Initial Revolving Loans that are Base Rate Loans, a rate per annum equal to (i) the Applicable Margin for Eurodollar Rate Loans as set forth in clause (a) above minus (ii) 1.00% per annum, (c) with respect to Term B Loans that are Eurodollar Rate Loans, a rate per annum equal to 2.50%, (d) with respect to Term B Loans that are Base Rate Loans, a rate per annum equal to (i) the Applicable Margin for Eurodollar Rate Loans as set forth in clause (c) minus (ii) 1.00% per annum, (e) with respect to Swing Line Loans, a rate per annum equal to (i) the Applicable Margin for Eurodollar Rate Loans as set forth in clause (a) above minus (ii) 1.00% per annum and (f) with respect to Other Term Loans, Extended Term Loans, Refinancing Term Loans, Extended Revolving Loans and Replacement Revolving Loans, the “Applicable Margin” as set forth in the Incremental Assumption Agreement relating thereto.

“Approved Electronic Communications” means any notice, demand, communication, information, document or other material that any Credit Party provides to Administrative Agent pursuant to any Credit Document or the transactions contemplated therein which is distributed to the Agents or to the Lenders by means of electronic communications pursuant to Section 10.1(b).

“Arrangers” as defined in the preamble hereto.

“Asset Sale” means the sale or other transfer by a Credit Party to any Person of (a) any of the stock of any of such Credit Party’s direct Subsidiaries, (b) substantially all of the assets of any division or line of business of a Credit Party, or (c) any other assets (whether tangible or intangible) of a Credit Party (other than (i) inventory or goods sold in the ordinary course of business, or (ii) any other assets to the extent that the aggregate fair market value of such assets sold during any Fiscal Year is less than or equal to $15,000,000).

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit A-1, with such amendments or modifications as may be approved by Administrative Agent.

4

Credit and Guaranty Agreement

“Assignment Effective Date”as defined in Section 10.6(b).

“Availability Period” means, with respect to any Class of Revolving Commitments, the period from and including the Closing Date (or, if later, the effective date for such Class of Revolving Commitments) to but excluding the earlier of the Revolving Facility Maturity Date for such Class and, in the case of each of the Revolving Loans, Swing Line Loans and Letters of Credit, the date of termination of the Revolving Commitments of such Class.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Barclays” as defined in the preamble hereto.

“Base Rate” means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (iii) the Adjusted Eurodollar Rate for a Eurodollar Rate Loan with a one-month Interest Period commencing on such date plus 1.0%.  Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate.

“Beneficiary” means each Agent, Issuing Bank, Swing Line Lender, Lender and Lender Counterparty.

“BNP Paribas” as defined in the preamble hereto.

“Board of Governors” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Borrower” as defined in the preamble hereto.

“Borrowing” means a group of Loans of a single Type of Loan under a single Loan Facility, and made on a single date and, in the case of Eurodollar Rate Loans, as to which a single Interest Period is in effect.

“Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” shall mean any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.  If an action is required to be taken in this Agreement on or no later than a day that is not a Business Day, such action shall be required to be taken on or no later than the next succeeding Business Day.

5

Credit and Guaranty Agreement

“Capital Lease” as applied to any Person, means any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of that Person.  For purposes of this Agreement and each other Credit Document, the amount of a Person’s obligation under a Capital Lease shall be the capitalized amount thereof, determined in accordance with GAAP, and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a premium or a penalty.

“Cash” means money, currency or a credit balance in any demand or Deposit Account.

“Cash Equivalents” means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government or (b) issued by any agency of the United States the obligations of which are backed by the implied faith and credit of the United States; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state, municipality or any public instrumentality thereof, in each case, having, at the time of the acquisition thereof, a rating of AAA/AAA from S&P or A1/VMIG-1 from Moody’s or AAA/AAA from Fitch; (iii) commercial paper having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s or at least F1 from Fitch; (iv) corporate notes that are rated at least A by S&P or A by Moody’s or A by Fitch; (v) [reserved]; (vi) time deposit accounts, money market deposits, certificates of deposit or bankers’ acceptances issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia or Canada that (a) is at least “adequately capitalized” (as defined in the regulations of its primary federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; (vii) repurchase obligations with a term of not more than 180 days for underlying securities of these types described in clauses (i), (ii) and (vi) above; (viii) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i), (ii), (iii), (iv) and (v) above, (b) has net assets of not less than $500,000,000 and (c) complies with the criteria set forth in rule 2a-7 under the Investment Company Act of 1940; (ix) tri-party and deliverable repurchase agreements that are fully collateralized to at least 102% of market value by U.S. Treasury and government agency securities; and (x) loans to, deposits with or investments in Sands FinCo where, not later than ten Business Days after the date that such loans, deposits and/or investments are made, the Borrower delivers to the Administrative Agent details of such loans, deposits and/or investments.

“Cash Management Services” means treasury and cash management services (including controlled disbursements, zero balance arrangements, cash sweeps, automated clearinghouse transactions, credit or debit card transactions, return items, overdrafts, temporary advances, interest and fees and interstate depository network services or similar transactions) provided to any Credit Party.

“Casino Level Mall Lease”means collectively, (a) the Casino Level Restaurant/Retail Master Lease between VCR and Grand Canal, dated as of May 14, 2004, with respect to the lease of certain restaurant and retail space on the ground floor of the Venetian Facility to

6

Credit and Guaranty Agreement

Grand Canal and (b) the Palazzo Casino Level Restaurant/Retail Master Lease by and between VCR, as lessor, and Phase II Mall Subsidiary, as lessee, dated February 29, 2008, with respect to the lease of certain restaurant and retail space on the ground floor of the Palazzo Facility to Phase II Mall Subsidiary.

“Central Park West Site” means the approximately 18.7 acres of real property owned by VCR located near the intersection of Sands Avenue and Koval Lane in Las Vegas, NV.

“Central Plant” means the “Electric Substation” and the “HVAC Space”, as each such term is defined in the Cooperation Agreement.

“Change of Control” means any sale, pledge or other transfer of Securities whereby (a) LVSC ceases to own (either directly, or indirectly) 100% of the Equity Interests of Borrower,(b) except as otherwise permitted by Section 6.7(a) , (c), (d), (h) or (s), Borrower ceases to own directly or indirectly 100% of the Equity Interests (other than preferred Equity Interests held by third parties on the Closing Date, Equity Interests in Guarantors acquired or formed after the Closing Date, and any Equity Interests required to be held by a non-Affiliate in order to comply with applicable gaming laws and regulations or other Governmental Acts or laws) of each of the Guarantors; (c) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), other than any combination of the Permitted Holders, shall have acquired beneficial ownership of more than the greater of (x) 35% on a fully diluted basis of the voting Equity Interests of LVSC and (y) the percentage owned, directly or indirectly, in the aggregate by the Permitted Holders on a fully diluted basis of the voting Equity Interests of LVSC or (d) a “Change of Control” (or similar term) as defined in (i)  any instrument evidencing Indebtedness of LVSC in excess of $250,000,000, or (ii) any other instrument evidencing Indebtedness of any Credit Party permitted hereunder and issued after the Closing Date in excess of $250,000,000, shall occur.

“Citi” as defined in the preamble hereto.

“Class” means (i) with respect to Lenders, each of the following classes of Lenders:  (a) Lenders having Term B Loans, (b) Lenders having Other Term Loans, (c) Lenders having Extended Term Loans, (d) Lenders having Refinancing Term Loans, (e) Lenders having Revolving Exposure (including Swing Line Loans) in respect of Initial Revolving Loans, (f) Lenders having Revolving Exposure (including Swing Line Loans) in respect of Extended Revolving Loans and (g) Lenders having Revolving Exposure (including Swing Line Loans) in respect of Replacement Revolving Loans, and (ii) with respect to Loans, each of the following classes of Loans: (a) Term B Loans, (b) Other Term Loans, (c) Extended Term Loans, (d) Refinancing Term Loans, (e) Initial Revolving Loans, (f) Extended Revolving Loans and (g) Replacement Revolving Loans.  Other Term Loans, Extended Term Loans, Refinancing Term Loans, Extended Revolving Loans and Replacement Revolving Loans that have different terms and conditions (together with the Commitments in respect thereof) from the Term B Loans or the Initial Revolving Loans, respectively, or from other Other Term Loans, Extended Term Loans, Refinancing Term Loans, Extended Revolving Loans and Replacement Revolving Loans, as applicable, shall be construed to be in separate and distinct Classes.

7

Credit and Guaranty Agreement

“Closing Date” means December 19, 2013.

“Collateral” means, collectively, all of the real, personal and mixed property (excluding Equity Interests) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Secured Obligations.

“Collateral Agent”as defined in the preamble hereto.

“Collateral Documents” means the Security Agreement, the Intellectual Property Security Agreements, the Deeds of Trust, the Deeds of Trust Amendments, the Subordination, Non-Disturbance and Attornment Agreements, and all other instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to Collateral Agent, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as security for the Secured Obligations.

“Commercial Letter of Credit” means any letter of credit or similar instrument issued for the purpose of providing the financing payment mechanism in connection with the purchase of any materials, goods or services by a Credit Party.

“Commitment” means any Revolving Commitment or Term Loan Commitment.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit D.

“Conforming L/C” means an unconditional, direct pay letter of credit which (a) is obtained by LVSC or Adelson or one of his Affiliates or Related Parties (but not the Credit Parties), (b) either (i) has an expiration date of not less than 24 months or (ii) has an expiration date of not less than 12 months with an automatic extension of one 12-month period unless the issuer of such letter of credit gives Administrative Agent not less than 60 days prior written notice that it will not renew the letter of credit for such successive term, (c) either (i) is irrevocable or (ii) provides that the issuer will deliver not less than 60 days prior written notice to Administrative Agent of its intention to revoke such letter of credit, (d) is issued by a financial institution acceptable to  Administrative Agent in its reasonable judgment and (e) is otherwise in form and substance acceptable to Administrative Agent in its reasonable judgment; provided that any such letter of credit shall only qualify as a Conforming L/C if it states that it may be drawn upon by Administrative Agent and applied in accordance with the terms of this Agreement upon the occurrence of any Conforming L/C Draw Event; provided, further, that no Credit Party shall have any obligations (contingent or otherwise) in respect of any such letter of credit or any reimbursement agreement applicable thereto.

“Conforming L/C Draw Event” means, during the time that the Conforming L/C remains in full force and effect, the occurrence of any of the following (a) an Event of Default (which is continuing and has not been waived) set forth in Sections 8.1(a), (b), (f), (g), (m) or resulting from a breach of any of the covenants set forth in Section 6.6 (other than any such breach cured by the posting of such Conforming L/C pursuant to the last sentence of the defini-

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Credit and Guaranty Agreement

tion of Consolidated Adjusted EBITDA); (b) if such Conforming L/C has a maturity of less than 24 months, either (x) Administrative Agent’s receipt of notice from the issuer of the Conforming L/C that such issuer will not renew the Conforming L/C or (y) the date that is five days prior to the expiration of the Conforming L/C if the Administrative Agent has not received evidence of the renewal thereof; provided that the Administrative Agent may not draw down on the Conforming L/C under such circumstances if, and only if, Adelson or his Affiliates or Related Parties substitute cash equity in Borrower in an amount equal to the face amount of the Conforming L/C in lieu of the Conforming L/C on or before the date that is five days prior to the expiration thereof (such equity to be substituted for the withdrawn Conforming L/C in the calculation of Consolidated Adjusted EBITDA); or (c) Administrative Agent’s receipt of notice from the issuer of the Conforming L/C that such issuer intends to revoke, terminate or cancel the Conforming L/C; provided that Administrative Agent may not draw down on the Conforming L/C under such circumstances if, and only if, Adelson or his Affiliates or Related Parties substitute cash equity in Borrower in an amount equal to the face amount of the Conforming L/C in lieu of the Conforming 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 L/C in the calculation of Consolidated Adjusted EBITDA).

“Consolidated Adjusted EBITDA” means, for any period, the sum of the amounts (without duplication) for such period of (a) Consolidated Net Income, (b) Consolidated Interest Expense, (c) provision for taxes based on income to the extent deducted in calculating Consolidated Net Income, (d) total depreciation expense, (e) total amortization expense, (f) total pre-opening and development expenses, (g) total amortization of deferred gain and deferred rent incurred as a result of the sale of the retail mall spaces within the Resort Complex, (h) expenses and charges related to the transactions contemplated by this Agreement and the other Credit Documents, (i) expenses and charges paid to any Lender, any Agent or any indemnity pursuant to Section 10.3 or any comparable provision of any other Credit Document and (j) other non-cash items reducing Consolidated Net Income (excluding any such non-cash item to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a non-extraordinary cash item prepaid in the ordinary course of business in a prior period), less other non-cash items increasing Consolidated Net Income (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash item in any prior period), all of the foregoing as determined on a consolidated basis for the Credit Parties in conformity with GAAP.  Any cash equity contributions or Shareholder Subordinated Indebtedness made by LVSC, Adelson or any of his Affiliates or Related Parties (other than one of the Credit Parties) to Borrower (to the extent such proceeds remain with a Credit Party) and/or the face amount of any Conforming L/C delivered to Administrative Agent for the benefit of the Lenders during any quarter and during a period of 20 days following such quarter may at the written election of Borrower be included in Consolidated Adjusted EBITDA for such quarter for purposes of Section 6.6, provided that Borrower may not include such cash equity contributions or the face amount of the Conforming L/C, or any combination thereof, in Consolidated Adjusted EBITDA (a) if any Conforming L/C Draw Event or any Event of Default or Potential Event of Default (other than the Event of Default or Potential Event of Default being cured thereby) has occurred and is continuing at the time such cash contribution is made or such Conforming L/C is provided to Administrative Agent, (b) if such cash equity contributions and/or Conforming L/Cs are utilized under Section 6.3 or (c) in any event, for more than two consecutive Fiscal Quarters or for more than two Fiscal Quarters in any period of four consecutive Fiscal Quarters.

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“Consolidated Interest Expense” means, for any period, total interest expense (including that portion attributable to Capital Leases in accordance with GAAP and capitalized interest), net of interest income, of the Credit Parties on a consolidated basis with respect to all outstanding Indebtedness of the Credit Parties (other than non-cash interest on Permitted Subordinated Indebtedness), including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Hedging Agreements, plus all Restricted Payments made by Borrower to LVSC in accordance with Section 6.5(h) of this Agreement, but excluding, however, amortization of debt issuance costs and deferred financing fees including any amounts referred to in Section 2.11 payable to Agents or Lenders, and any fees and expenses payable to Agents or Lenders in connection with this Agreement on or prior to the Closing Date.

“Consolidated Leverage Ratio” means, as of any date, the ratio of (a) Consolidated Total Debt outstanding on such date to (b) Consolidated Adjusted EBITDA computed for the period consisting of, if such date is a Quarterly Date, the Fiscal Quarter ending on such date and each of the three immediately preceding Fiscal Quarters, or if such date is not a Quarterly Date, the four full Fiscal Quarters most recently ended for which financial statements have been (or were required to be) delivered.  In any period of four consecutive Fiscal Quarters in which a Permitted Acquisition or Significant Asset Sale occurs, the Consolidated Leverage Ratio shall be determined on a pro forma basis in accordance with Section 1.4.

“Consolidated Net Income” means, for any period, the net income (or loss) of the Credit Parties on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP and before any reduction in respect of preferred stock dividends; provided that there shall be excluded, without duplication, (a) the income (or loss) of any Person (other than a Credit Party or a Restaurant Joint Venture), except to the extent of the amount of dividends or other distributions actually paid to the Credit Parties by such Person during such period, (b) any amounts accrued that are paid or payable to managers of Restaurant Joint Ventures as management fees, or to equity owners (other than Credit Parties) in Restaurant Joint Ventures in accordance with their percentage of Equity Interests therein, (c) the income (or loss) of any Person accrued prior to the date it is merged into or consolidated with Borrower or any other Credit Party or that Person’s assets are acquired by Borrower or any other Credit Party, (d) any after-tax gains or losses attributable to (i) Asset Sales consummated pursuant to Section 6.7(a) , (d), (q) or (r), (ii) returned surplus assets of any Pension Plan or (iii) the disposition of any Securities or the extinguishment of any Indebtedness of any Person or any of its restricted subsidiaries, (e) dividends or distributions from any Excluded Subsidiary to Borrower or any other Credit Party which are used to fund their share of any applicable tax payments to be made under the Tax Sharing Agreement, (f) the effect of non-cash accounting adjustments resulting from a change in the tax status of a flow-through tax entity to a “C-corporation” or other entity taxed similarly, (g) any net extraordinary gains or net extraordinary losses, (h) any refinancing (or, in the case of the Amendment Agreement, transaction) costs, amortization or charges (including premiums, costs, amortization and charges associated with the Amendment Agreement and the transactions contemplated thereby or any permitted refinancing of the New Senior Notes, any LVSC Debt that is guaranteed by the Credit Parties or any of the Obligations) and (i) any compensation charge or expenses realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights.

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“Consolidated Senior Leverage Ratio” means, at any time of determination, the ratio of (a) Consolidated Total Senior Debt outstanding on such date to (b) Consolidated Adjusted EBITDA computed for the period consisting of the most recently ended Fiscal Quarter for which financial statements have been (or were required to be) delivered and each of the three immediately preceding Fiscal Quarters.  In any period of four consecutive Fiscal Quarters in which a Permitted Acquisition or Significant Asset Sale occurs, the Consolidated Senior Leverage Ratio shall be determined on a pro forma basis in accordance with Section 1.4.

“Consolidated Senior Secured Leverage Ratio” means, at any time of determination, the ratio of (a) Consolidated Total Senior Debt outstanding on such date that is then secured by Liens on the Collateral to (b) Consolidated Adjusted EBITDA computed for the period consisting of the most recently ended Fiscal Quarter for which financial statements have been (or were required to be) delivered and each of the three immediately preceding Fiscal Quarters.  In any period of four consecutive Fiscal Quarters in which a Permitted Acquisition or Significant Asset Sale occurs, the Consolidated Senior Secured Leverage Ratio shall be determined on a pro forma basis in accordance with Section 1.4.

“Consolidated Total Assets” means, as of any date of determination, the total assets of the Credit Parties without giving effect to any amortization of the amount of intangible assets since September 30, 2013, determined on a consolidated basis in accordance with GAAP, as set forth on the consolidated balance sheet of the Credit Parties (exclusive of assets in respect of investments in Excluded Subsidaries) as of the last day of the fiscal quarter most recently ended for which financial statements have been (or were required to be) delivered pursuant to Section 5.1(a) or 5.1(b), as applicable, calculated on a pro forma basis after giving effect to any acquisition or disposition of a person or assets that may have occurred on or after the last day of such fiscal quarter.

“Consolidated Total Debt” means, as at any date of determination:  (i) the aggregate stated balance sheet amount of all Indebtedness of the Credit Parties (other than any Shareholder Subordinated Indebtedness), determined on a consolidated basis in accordance with GAAP; plus (ii) all LVSC Debt that is guaranteed by the Credit Parties; minus (iii) the aggregate stated balance sheet amount of unrestricted Cash and Cash Equivalents (including, in any event, deposits received from Palazzo Condo Tower Sales) of the Credit Parties determined on a consolidated basis in accordance with GAAP as of such date.

“Consolidated Total Senior Debt” means as at any date of determination, Consolidated Total Debt, less the sum of (x) Permitted Subordinated Indebtedness and (y) the aggregate amount of any LVSC Debt that is guaranteed by the Credit Parties, the aggregate amount of the New Senior Notes (to the extent the proceeds thereof are used to refinance any such LVSC Debt), and Indebtedness under the LVSC Aircraft Financing guaranteed by the Credit Parties.

“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

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“Contributing Guarantors” as defined in Section 7.2.

“Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

“Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit E.

“Cooperation Agreement” meansthat certain Fourth Amended and Restated Reciprocal Easement, Use and Operating Agreement, dated as of February 29, 2008, as amended as of October 7, 2008, entered into by and among VCR, PCT, Grand Canal, Phase II Mall Subsidiary and Sands Expo.

“Core Assets” means the Venetian Facility (other than the convention, exhibition, entertainment, ballroom, restaurant, retail and meeting space therein) and the Palazzo Project (other than the Palazzo Condo Tower, the Palazzo Mall, any other restaurant and retail space therein and any convention, exhibition, entertainment, ballroom or meeting space therein).

“Corporate Ratings” means LVSC’s corporate family rating by Moody’s, LVSC’s corporate or issuer credit rating by S&P or LVSC’s Issuer Default Rating by Fitch, as applicable.

“Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit F delivered by a Credit Party pursuant to Section 5.11.

“Credit Date” means the date of a Credit Extension.

“Credit Document” means this Agreement, the Amendment Agreement, the Notes, any applications for, or reimbursement agreements or other documents or certificates executed by Borrower in favor of an Issuing Bank relating to the Letters of Credit, the Collateral Documents, any First Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement, any Incremental Assumption Agreement, any intercreditor or similar agreements entered into in connection with a FF&E Facility and each other agreement that expressly states by its terms that it is a Credit Document.

“Credit Extension” means the making of a Loan or the issuing of a Letter of Credit.

“Credit Party” means Borrower and each Restricted Subsidiary.

“Debt Fund Affiliate Lender” shall mean an Affiliate Lender that is (x) primarily engaged in, or advises funds or other investment vehicles that are primarily engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and (y) with respect to which none of LVSC, the Credit Parties or their respective subsidiaries, directly or indirectly, possesses the power to direct or cause the direction of the investment policies of such entity; provided that to the extent Related Parties and their respective subsidiaries, directly or indirectly, possess the power to direct or cause the direction of the investment policies of any such entity, (i) such directed entities

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Credit and Guaranty Agreement

that, taken together in the aggregate, hold more than 5% of the Term Loans outstanding as of the date of determination shall not be Debt Fund Affiliate Lenders and shall be subject to the provisions herein affecting Affiliate Lenders and (ii) such directed entities shall be subject to the restrictions provided in Section 10.6(k)(i) and (ii).

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States of America or other applicable jurisdictions from time to time in effect.

“Deeds of Trust” means (a) the Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of the 2007 Closing Date, granted by VCR and Borrower to the Title Company, for the benefit of Collateral Agent, as agent for the Secured Parties, substantially in the form of Exhibit G-1, (b) the Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of the 2007 Closing Date, granted by VCR to the Title Company, for the benefit of Collateral Agent, as agent for the Secured Parties, substantially in the form of Exhibit G-2, (c) the Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of the 2007 Closing Date, granted by Borrower to the Title Company, for the benefit of the Collateral Agent, as agent for the Secured Parties, substantially in the form of Exhibit G-3 annexed hereto, (d) the Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of the 2007 Closing Date, granted by Sands Expo to the Title Company, for the benefit of Collateral Agent, as agent for the Secured Parties, substantially in the form of Exhibit G-4, and (e) any additional mortgages required to be granted in favor of the Lenders pursuant to Section 5.12.

“Deeds of Trust Amendments” means amendments to each Deed of Trust or an amended and restated Deed of Trust encumbering Mortgaged Property, duly executed and acknowledged by the applicable Credit Party, and in form for recording in the recording office where each Deed of Trust was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Administrative Agent.

“Defaulting Lender” means, subject to Section 2.22(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied or (ii) pay to the Administrative Agent, the Issuing Bank, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Swing Line Lender, Administrative Agent or the Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applica-

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Credit and Guaranty Agreement

ble default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.22(b)) upon delivery of written notice of such determination to the Borrower, the Issuing Bank, the Swing Line Lender and each Lender.

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Designated Non-Cash Consideration” means the fair market value (as determined in good faith by the Borrower) of non-cash consideration received by the Borrower or another Credit Party in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate of the Borrower, setting forth such valuation.

“Documentation Agents” as defined in the preamble hereto.

“Dollars” and the sign “$” mean the lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), (ii) any commercial bank, insurance company, investment or mutual fund or other entity, including any Debt Fund Affiliate Lender, that is an “accredited investor” (as defined in Regulation D under the Securities Act) and (iii) solely for purposes of assignments of Term Loans pursuant to and in accordance with the terms and conditions of Section 10.6(j), any Affiliate Lender; in each case, which Person shall not have been denied an approval or a license,

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Credit and Guaranty Agreement

or found unsuitable under the Nevada Gaming Laws or Pennsylvania Gaming Laws applicable to Lenders and which, with respect to clauses (i) and (ii), extends credit or buys loans; provided that with respect to clauses (i) and (ii), so long as no Event of Default shall have occurred and be continuing, no (x) Person that owns or operates a casino located in Singapore, Macau, the United Kingdom, the States of Nevada, New Jersey, Massachusetts or Pennsylvania, or any other jurisdiction in which Borrower or any of its Subsidiaries has obtained or applied for a Gaming License (or is an Affiliate of such a Person) shall be an Eligible Assignee; provided that a passive investment constituting less than 10% of the common stock of any such casino shall not constitute ownership thereof for the purposes of this definition, (y) Person that owns or operates a convention, trade show, conference center or exhibition facility in Singapore, Macau, the United Kingdom, Las Vegas, Nevada or Clark County, Nevada or the States of New Jersey, Massachusetts or Pennsylvania, or any other jurisdiction in which Borrower or any of its Subsidiaries owns, operates or is developing a convention, trade show, conference center or exhibition facility (or an Affiliate of such a Person) shall be an Eligible Assignee; provided that a passive investment constituting less than 10% of the common stock of any such convention or trade show facility shall not constitute ownership for the purpose of this definition, or (z) union pension fund shall be an Eligible Assignee; provided that any intermingled fund or managed account which has as part of its assets under management the assets of a union pension fund shall not be disqualified from being an Eligible Assignee hereunder so long as the manager of such fund is not controlled by a union; provided further that (A) Affiliate Lenders that are either LVSC, Credit Parties or their respective Subsidiaries (to the extent they are Eligible Assignees pursuant to clause (iii) above) shall be permitted to acquire not more than 25% of the sum of (x) the aggregate principal amount of the Term B Loans on the Closing Date plus (y) the aggregate principal amount of any Incremental Term Loans incurred since the Closing Date and (B) Affiliate Lenders that are Related Parties (exclusive of (I) LVSC, Credit Parties and their respective Subsidiaries and (II) Debt Fund Affiliate Lenders) who are Eligible Assignees pursuant to clause (iii) above shall be permitted to acquire not more than 25% of the aggregate principal amount of the Term Loans outstanding as of the date of determination.

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is sponsored, maintained or contributed to by, or required to be contributed by, Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates.

“Engagement Letter” means the Engagement Letter, dated as of December 3, 2013, by and among Barclays Bank PLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp., Goldman Sachs Bank USA, The Bank of Nova Scotia and the Borrower.

“Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, natural resources or the environment.

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“Environmental Laws” means any and all Legal Requirements relating to (a) environmental matters, including those relating to any Hazardous Materials Activity, (b) the generation, use, storage, transportation or disposal of Hazardous Materials, or (c) the protection of human, plant or animal health or welfare, in any manner applicable to Borrower or any of its Subsidiaries or any of their Facilities, including the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 etseq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. §136 et seq.), the Oil Pollution Act (33 U.S.C. § 2701 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), the Nevada Hazardous Materials law (NRS Chapter 459), the Nevada Solid Waste/Disposal of Garbage or Sewage law (NRS 444.440 to 444.650, inclusive), the Nevada Water Controls/Pollution law (NRS Chapter 445A), the Nevada Air Pollution law (NRS Chapter 445B), the Nevada Cleanup of Discharged Petroleum law (NRS 590.700 to 590.920, inclusive), the Nevada Control of Asbestos law (NRS 618.750 to 618.850), the Nevada Appropriation of Public Waters law (NRS 533.324 to 533.4385, inclusive), the Nevada Artificial Water Body Development Permit law (NRS 502.390), the Nevada Protection of Endangered Species, Endangered Wildlife Permit (NRS 503.585), Endangered Flora Permit law (NRS 527.270), the Atomic Energy Act of 1954 (42 U.S.C. Section 2011 et seq.), the Safe Drinking Water Act (42 U.S.C. Sections 300f et seq.), the Surface Mining Control and Reclamation Act of 1974 (30 U.S.C. Sections 1201 et seq.), and the Uranium Mill Tailings Radiation Control Act of 1978 (42 U.S.C. Section 7901 et seq.), each as amended or supplemented, any analogous present or future state or local statutes or laws, and any regulations promulgated pursuant to any of the foregoing.

“Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

“ERISA Affiliate” means, as applied to any Person, (a) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (b) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (c) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (a) above or any trade or business described in clause (b) above is a member.  Any former ERISA Affiliate of Borrower or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of Borrower or such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Borrower or such Subsidiary and with respect to liabilities arising after such period for which Borrower or such Subsidiary could be liable under the Internal Revenue Code or ERISA.

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“ERISA Event” means (a) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (b) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Internal Revenue Code) or the failure to make any required contribution to a Multiemployer Plan; (c) the provision by the administrator of any Pension Plan pursuant to Section 4041(a) (2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (d) the withdrawal by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA; (e) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which would reasonably be likely to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) the imposition of liability on Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) the withdrawal of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan that would reasonably be likely to result in liability to Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates therefor, or the receipt by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (h) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; (i) the imposition of a Lien pursuant to Section 430(k) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan; (j) a determination that any Pension Plan is, or is expected to be, in “at risk” status (as defined in Section 430(i)(4) of the Internal Revenue Code or Section 303(i)(4) of ERISA; or (k) receipt of notice by Borrower, any of its Subsidiaries or any of their ERISA Affiliates of a determination that a Multiemployer Plan is, or is expected to be, in “endangered” or “critical” status (as defined in Section 432 of the Internal Revenue Code or Section 305 of ERISA).

“Eurodollar Rate Borrowing” means a Borrowing comprised of Eurodollar Rate Loans.

“Eurodollar Rate Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

“Event of Default” means each of the conditions or events set forth in Section 8.1.

“Event of Loss” means, with respect to any property or asset (tangible or intangible, real or personal), any of the following:  (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 do-

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Credit and Guaranty Agreement

main 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 Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute

“Excluded Proceeds” means the remaining amount of any PA Subsidiary Net Asset Sale Proceeds after application of such proceeds pursuant to the provisions of Section 2.15(c).

“Excluded Subsidiary” means (i) any foreign Subsidiaries of Borrower or Sands Expo, (ii) VML US Finance LLC and its Subsidiaries, (iii) Sands China Ltd. and its Subsidiaries, (iv) Paiza Air, LLC, (v) LV Noodle Concept, LLC, (vi) LV Cut Associates LLC, (vii) Primewine, LLC, (viii) MBS Holdings Pte. Ltd. and its Subsidiaries, (ix) all of the PA Subsidiaries, (x) each Restaurant Joint Venture, (xi) LVS (Nevada) International Holdings, Inc. and its Subsidiaries, (xii) PCT, (xiii) any subsidiary designated as an Excluded Subsidiary pursuant to the following two paragraphs and (xiv) any Subsidiary of (a) a foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code, (b) Sands Expo or (c) an Excluded Subsidiary described in clauses (ii) through (xiii) above.

Borrower may designate any newly acquired or newly formed Subsidiary of Borrower or Sands Expo to be an Excluded Subsidiary unless such Subsidiary or any of its Subsidiaries owns any capital stock or Indebtedness of, or owns or holds (or will own or will hold) any Lien on, any property of, Borrower or any Restricted Subsidiary; provided that (i) such acquisition or formation complies with Section 6.3 and (ii) each of (a) the Subsidiary to be so designated and (b) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which any lender has recourse to any of the assets of any Credit Party.

Borrower may designate any existing Restricted Subsidiary to be an Excluded Subsidiary unless such Restricted Subsidiary or any of its Subsidiaries owns any capital stock or Indebtedness of, or owns or holds (or will own or will hold) any Lien on, any property of, Borrower or any Restricted Subsidiary; provided that each Subsidiary to be so designated does not (upon and after such designation) create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which any lender has recourse to any of the assets of any Credit Party.

Borrower may designate any Excluded Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation (a) such Excluded Subsidiary shall become a Credit Party and shall comply with the provisions of Section 5.11; (b) no Event of Default or Potential Event of Default shall have occurred and be continuing; and (c) Borrower is in compliance with the covenants set forth in Section 6.6 immediately following such designation, on a pro forma basis taking into account such designation.

Any such designation pursuant to the preceding three paragraphs by Borrower shall be notified by Borrower to Administrative Agent by promptly delivering to Administrative Agent a copy of any applicable resolution of the board of directors (or similar governing body)

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Credit and Guaranty Agreement

of Borrower giving effect to such designation and an officers’ certificate certifying that such designation complied with the foregoing provisions.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guaranty of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation, unless otherwise agreed between the Administrative Agent and the Borrower.  If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes illegal.

“Excluded Taxes” as defined in Section 2.20(a).

“Existing Credit Agreement” as defined in the recitals hereto.

“Existing Letters of Credit” means each letter of credit previously issued for the account of Borrower under the Existing Credit Agreement that is outstanding on the Closing Date.

“Extended Revolving Commitment” shall have the meaning assigned to such term in Section 2.24(e).

“Extended Revolving Loan” shall have the meaning assigned to such term in Section 2.24(e).

“Extended Term Loan” shall have the meaning assigned to such term in Section 2.24(e).

“Extending Lender” shall have the meaning assigned to such term in Section 2.24(e).

“Extension” shall have the meaning assigned to such term in Section 2.24(e).

“Extension Agreement” shall have the meaning assigned to such term in Section 2.24(e).

“Facility” means any and all real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by the Credit Parties.

“Fair Share” as defined in Section 7.2.

“Fair Share Contribution Amount” as defined in Section 7.2.

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Credit and Guaranty Agreement

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code as of the Closing Date (or any amended or successor version described above).

“FDIC” means the Federal Deposit Insurance Corporation.

“Federal Funds Effective Rate” means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the United States Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to Administrative Agent, in its  capacity as a Lender, on such day on such transactions as determined by Administrative Agent.

“FF&E Facility” means any credit or loan facility, vendor financing, mortgage financing, purchase money obligation, capital lease or similar arrangement incurred pursuant to Section 6.1(d) or, at the option of Borrower, Section 6.1(j), with respect to real or personal property.

“FF&E Facility Agreements” means the credit, vendor financing, mortgage financing or capital lease agreement associated with or entered into with respect to any FF&E Facility or any similar agreement, together with all applicable guarantees, collateral documents and other loan-type documents and any associated intercreditor or standstill agreements.

“Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of Borrower (in such capacity and not individually) that such financial statements fairly present, in all material respects, the financial condition of the Credit Parties as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and/or normal period-end adjustments.

“Financial Plan” as defined in Section 5.1(j).

“First Lien Intercreditor Agreement” means a First Lien Intercreditor Agreement between Collateral Agent and a trustee or collateral agent representing holders of Pari Passu Indebtedness, substantially in the form of Exhibit H-6, with such changes thereto as may be reasonably agreed to by the Collateral Agent.

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than any Lien permitted under Section 6.2.

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Credit and Guaranty Agreement

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of Borrower ending on December 31 of each calendar year.

“Fitch” means Fitch, Inc., or any successor thereto, and if such Person shall for any reason no longer perform the function of a securities rating agency, Fitch shall be deemed to refer to any other rating agency designated by Borrower with the written consent of the Administrative Agent (such consent not to be unreasonably withheld).

“Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“Former Lender” is defined in Section 10.25(a).

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the Issuing Bank, such Defaulting Lender’s Revolving Facility Percentage of Letter of Credit Usage with respect to Letters of Credit issued by the Issuing Bank other than such Letter of Credit Usage as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or cash collateralized in accordance with the terms hereof and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Swing Line Exposure other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.

“Funding Guarantor” as defined in Section 7.2.

“Funding Notice” means a notice substantially in the form of Exhibit I.

“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof.

“Gaming License”means every license, franchise or other authorization to own, lease, operate or otherwise conduct gaming activities of the Credit Parties, including all such licenses granted under the Nevada Gaming Laws, and other applicable federal, state, foreign or local laws.

“Goldman Sachs” as defined in the preamble hereto.

“Gondola Lease” means the Lease between VCR and Grand Canal, dated as of May 17, 2004, with respect to the lease of the gondola amusement ride concession and related retail space.

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Credit and Guaranty Agreement

“Governmental Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency, regulatory body, central bank or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“Grand Canal” means Grand Canal Shops II, LLC.

“Grantor” as defined in the Security Agreement.

“Guaranteed Obligations”as defined in Section 7.1.

“Guarantor” means (i) each Wholly Owned Domestic Subsidiary of Borrower, other than any Excluded Subsidiary or Immaterial Subsidiary; provided that upon the designation of an Excluded Subsidiary as a Restricted Subsidiary, such Subsidiary shall be included in the definition of “Guarantor” and (ii) Sands Pennsylvania, Inc.

“Guaranty” means the guaranty of each Guarantor set forth in Section 7.

“Harrah’s Shared Garage Lease” means that certain Agreement of Lease dated January 24, 2005 between Harrah’s Las Vegas, Inc. as landlord and LCR, as tenant.

“Harrah’s Shared Roadway Agreement” means the Agreement, dated as of January 16, 1998, between VCR, Sands Expo and Harrah’s Casino Resort.

“Hazardous Materials” means (a) any chemical, material or substance at any time defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “extremely hazardous waste”, acutely hazardous waste”, “radioactive waste”, “biohazardous waste”, “pollutant”, “toxic pollutant”, “contaminant”, “restricted hazardous waste”, “infectious waste”, “toxic substances”, or any other term or expression intended to define, list or classify substances by reason of properties harmful to health, safety or the indoor or outdoor environment (including harmful properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, “TCLP toxicity” or “EP toxicity” or words of similar import under any applicable Environmental Laws); (b) any oil, petroleum, petroleum fraction or petroleum derived substance; (c) any drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (d) any flammable substances or explosives; (e) any radioactive materials; (f) any asbestos-containing materials; (g) urea formaldehyde foam insulation; (h) electrical equipment which contains any oil or dielectric fluid containing polychlorinated biphenyls; (i) pesticides; and (j) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental authority or which may or could pose a hazard to the health of the owners, occupants or any Persons in the vicinity of any Facility or to the indoor or outdoor environment.

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Credit and Guaranty Agreement

“Hazardous Materials Activity” means any activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

“Hedging Agreement” means any (a) currency exchange or interest rate swap agreements, currency exchange or interest rate cap agreements and currency exchange or interest rate collar agreements and (b) other agreements or arrangements designed to protect against fluctuations in currency exchange, interest rates or commodities pricing.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

“Historical Financial Statements” means as of the Closing Date, (i) the annual report on Form 10-K for each of the Fiscal Years ended December 31, 2012, and December 31, 2011, of LVSC filed with the Securities and Exchange Commission, and (ii) the quarterly report on Form 10-Q for the Fiscal Quarter ended September 30, 2013, of LVSC filed with the Securities and Exchange Commission, and, in the case of clauses (i) and (ii), certified by the chief financial officer of LVSC that they fairly present, in all material respects, the financial condition of LVSC and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and/or normal period-end adjustments.

“HVAC Component” means, collectively (a) the Central Plant and (b) the “Other Facilities”, as defined in each HVAC Services Agreement.

“HVAC Ground Lease” means the Ground Lease made effective as of November 14, 1997, between VCR and the HVAC Provider.

“HVAC Provider” means Trigen-Las Vegas Energy Company, LLC, a Delaware limited liability company formerly known as Atlantic Pacific, Las Vegas LLC, or its permitted successors under the HVAC Services Agreements.

“HVAC Services Agreements” means collectively (a) the Energy Services Agreement, dated as of November 14, 1997, as amended on July 1, 1999, between VCR and the HVAC Provider, as modified by that certain settlement agreement dated as of April 25, 2005 and as further amended by an amendment dated as of July 1, 2006, a letter agreement dated June 11, 2008 and an amendment dated as of February 10, 2009, (b) the Energy Services Agreement, dated as of November 14, 1997, as amended on July 1, 1999, between Sands Expo and the HVAC Provider and as further amended by an amendment dated as of February 10, 2009, (c) the HVAC Ground Lease, (d) (Interface Group-Nevada, Inc.) Easement Agreement, made November 14,

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Credit and Guaranty Agreement

1997, by and between Sands Expo and the HVAC Provider, and (e) all other agreements between the HVAC Provider (or its predecessor in interest) and the Credit Parties.

“Immaterial Subsidiary”means any Restricted Subsidiary that, taken together with all other Immaterial Subsidiaries in respect of the following clauses (i) and (ii), (i) holds no more than 5% of the tangible assets of the Credit Parties, (ii) generated no more than 5% of the aggregate revenues of the Credit Parties, measured for the four most recently-ended Fiscal Quarters prior to the date of such designation, (iii) holds no Gaming License, and (iv) holds no assets (including other licenses) material to the operations of the Resort Complex.

“Increased Amount” of any Indebtedness means any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness or in the form of common stock of the Borrower, the accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies.

“Increased-Cost Lender” as defined in Section 2.23.

“Incremental Amount” means, at any time, the sum of:

(i)           the excess (if any) of (a) $1,000,000,000 over (b) the aggregate amount of all Incremental Term Loan Commitments and Incremental Revolving Commitments, in each case established after the Closing Date and prior to such time pursuant to Section 2.24 utilizing this clause (i) (other than Incremental Term Loan Commitments and Incremental Revolving Commitments in respect of Refinancing Term Loans, Extended Term Loans, Extended Revolving Commitments or Replacement Revolving Commitments, respectively); plus

(ii)           any additional amounts so long as immediately after giving effect to the establishment of the commitments in respect thereof (and assuming such commitments are fully drawn) and the use of proceeds of the loans thereunder, the Consolidated Senior Secured Leverage Ratio (assuming, for purposes of such calculation, that any unsecured Indebtedness incurred pursuant to Section 2.24 or 6.1(r) is secured) on a pro forma basis is not greater than 4.00:1.00; provided that, for purposes of this clause (ii) net cash proceeds of Incremental Term Loans and Incremental Revolving Loans incurred at such time shall not be netted against the applicable amount of Consolidated Total Senior Debt or Consolidated Total Debt, as applicable, for purposes of such calculation of the Consolidated Senior Secured Leverage Ratio.

“Incremental Assumption Agreement” means an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and, if applicable, one or more Incremental Term Lenders and/or Incremental Revolving Lenders.

“Incremental Revolving Commitment” means the commitment of any Lender, established pursuant to Section 2.24, to make Incremental Revolving Loans to the Borrower.

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Credit and Guaranty Agreement

“Incremental Revolving Lender” means a Lender with an Incremental Revolving Commitment or an outstanding Incremental Revolving Loan.

“Incremental Revolving Loan” means Revolving Loans made by one or more Revolving Lenders to the Borrower pursuant to an Incremental Revolving Commitment to make additional Initial Revolving Loans.

“Incremental Term Facility” means any Class of Incremental Term Loan Commitments and the Incremental Term Loans made thereunder.

“Incremental Term Lender” means a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.

“Incremental Term Loans” means (i) Term Loans made by one or more Lenders to the Borrower pursuant to Section 2.1(b) consisting of additional Term B Loans and (ii) to the extent permitted by Section 2.24 and provided for in the relevant Incremental Assumption Agreement, Other Term Loans  or (iii) any of the foregoing.

“Incremental Term Loan Commitment” means the commitment of any Lender, established pursuant to Section 2.24, to make Incremental Term Loans to the Borrower.

“Indebtedness” as applied to any Person, means (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 such obligations incurred under ERISA and trade payables and accruals incurred in the ordinary course of business), (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, (f) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the indebtedness of another; (g) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the indebtedness of another will be paid or discharged, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (h) any liability of such Person for indebtedness of another through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (ii) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (i) or (ii) of this clause (h), the primary purpose or intent thereof is as described in clause (g) above; and (i) solely for purposes of Section 8.1(b), all obligations of such Person in respect of any Hedging Agreement.  Obligations under the HVAC Services Agreements shall be treated as service contracts or operating leases and not as Indebtedness.  Additionally, Indebtedness shall not include (i) any amount of the liability in respect of an operating lease that at the time such lease is entered into would not be required to be capitalized and reflected as a liability on the balance sheet in accord-

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Credit and Guaranty Agreement

ance with GAAP as in effect on the date hereof, (ii) any surety bonds for claims underlying mechanics liens and any reimbursement obligations with respect thereto so long as such reimbursement obligations are not then due, or are promptly paid when due or (iii) any indebtedness that has been either satisfied or discharged or defeased through covenant defeasance or legal defeasance.  For purposes of determining the “aggregate principal amount” of Indebtedness under any Hedging Agreement under Section 8.1(b), such amount shall be equal to:  (a) in the case of a Hedging Agreement documented pursuant to a Master Agreement published by the International Swap and Derivatives Associations, Inc., the amount, if any, that would be or is payable thereunder by the applicable Credit Party to its counterparty, as if (i) such Hedging Agreement were being terminated early on such date of determination due to a “Termination Event”, “Event of Default” or similar event thereunder, and (ii) the Credit Party party thereto were the sole “Affected Party” thereunder and (b) in all other cases, the mark-to-market value of such Hedging Agreement, which will be the unrealized loss on such Hedging Agreement to the Credit Party to such Hedging Agreement reasonably determined by the Administrative Agent as the amount, if any, by which (i) the present value of the future cash flows to be paid by the applicable Credit Party exceeds (ii) the present value of the future cash flows to be received by such Credit Party pursuant to such Hedging Agreement.

“Indemnified Taxes” means all Taxes imposed on or with respect to or measured by any payment by or on account of any obligation of any Credit Party hereunder or under any other Credit Document other than (a) Excluded Taxes and (b) Other Taxes.

“Indemnitee” as defined in Section 10.3(a).

“Initial Revolving Commitment” means, with respect to each Lender, the commitment of such Lender to make Initial Revolving Loans hereunder.

“Initial Revolving Loan” means a Revolving Loan made (i) pursuant to the Revolving Commitments in effect on the Closing Date (as the same may be amended from time to time in accordance with this Agreement) or (ii) pursuant to any Incremental Revolving Commitment on the same terms as the Revolving Loans referred to in clause (i) of this definition.

“Installment” means each amortization payment required pursuant to Section 2.12(a).

“Intellectual Property” as defined in the Security Agreement.

“Intellectual Property Security Agreements” mean all agreements evidencing the security interest granted in respect of Intellectual Property, by the Credit Parties in favor of the Collateral Agent, to be registered with the United States Patent and Trademark Office or the United States Copyright Office pursuant to the terms of the Security Agreement.

“Intercompany Note” means a global promissory note substantially in the form of Exhibit J evidencing Indebtedness owed among the Credit Parties.

“Interest Payment Date” means (a) with respect to any Loan that is a Base Rate Loan, each Quarterly Payment Date, and (b) with respect to any Loan that is a Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan; provided, however, that in the

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Credit and Guaranty Agreement

case of each Interest Period of longer than three months, “Interest Payment Date” shall also include each Quarterly Payment Date.

“Interest Period” means, in connection with a Eurodollar Rate Loan, an interest period of one-, two-, three- or six-months (and twelve-months, if agreed to by applicable Lenders), as selected by Borrower in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided, (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (c) and (d), of this definition, end on the last Business Day of a calendar month; (c) no Interest Period with respect to any portion of any Class of Loans shall extend beyond such Class’s applicable Term Facility Maturity Date or Revolving Facility Maturity Date; and (d) no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the expiration of the Availability Period.  Notwithstanding the foregoing, for any Eurodollar Rate Loan made on a day that is not the last Business Day of a calendar month, the Borrower may select an Interest Period that shall commence on the date on which such Loan is made and expire on the last Business Day of such calendar month and thereafter revert to the Interest Period selected in compliance with the foregoing.

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended prior to the Closing Date and from time to time thereafter, and any successor statute.

“Investment” means, relative to any Person, (a) any direct or indirect purchase or other acquisition by such Person of, or of a beneficial interest in, any Securities of any other Person (including any Subsidiary), (b) any direct or indirect purchase or other acquisition for value, by such Person from any Person, of any Equity Interests of any Person, or (c) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contribution by such Person to any other Person, including all Indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business other than Hedging Agreements required or permitted hereunder to hedge against fluctuations of interest rates or currency exchange risk.  The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment less all returns of principal or equity thereon or repayments thereof.  For purposes of the definition of “Excluded Subsidiary” and Section 6.3, (a) “Investments” shall include the portion (proportionate to Borrower’s Equity Interest in such Subsidiary) of the fair market value (as determined in good faith by Borrower) of the net assets of a Subsidiary of Borrower at the time that such Subsidiary is designated an Excluded Subsidi-

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Credit and Guaranty Agreement

ary; provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, Borrower shall be deemed to continue to have an “Investment” in an Excluded Subsidiary in an amount (if positive) equal to (i) Borrower’s “Investment” in such Subsidiary at the time of such redesignation, less (ii) the portion (proportionate to Borrower’s Equity Interest in such Subsidiary) of the fair market value (as determined in good faith by Borrower) of the net assets of such Subsidiary at the time of such redesignation, and (b) any property transferred to or from an Excluded Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by Borrower.

“Issuance Notice” means an Issuance Notice substantially in the form of Exhibit K.

“Issuing Bank” means Scotiabank, as Issuing Bank hereunder, together with its permitted successors and assigns in such capacity, and such additional issuing banks that have agreed to act as an issuing bank and are approved by the Administrative Agent and Borrower.

“JDA” means the Joint Development Agreement, dated as of February 25, 2004 (as amended on January 12, 2007), between VCR (as successor to LCR) and Cap II-Buccaneer, LLC.

“Joint Venture” means a Supplier Joint Venture or any other joint venture, partnership or other similar arrangement, whether in corporate, partnership, limited liability company or other legal form; provided that in no event shall any Subsidiary of any Person be considered to be a Joint Venture of such Person.

“LCR” means Lido Casino Resort, LLC, a Nevada limited liability company that was merged with and into VCR on March 19, 2007.

“Leasehold Property” means any leasehold interest of any Credit Party as lessee under any lease of real property, other than any such leasehold interest designated from time to time by Collateral Agent in its sole discretion as not being required to be included in the Collateral.

“Legal Requirements” means all applicable and binding laws, statutes, orders, decrees, injunctions, licenses, permits, approvals, agreements and regulations of any Governmental Authority having jurisdiction over the matter in question.

“Lender” means each financial institution listed on Appendix A-4 or any lender of Term B Loans hereunder (other than any such Person that has ceased to be a party hereto pursuant to an Assignment Agreement or an Affiliate Lender Assignment and Assumption), and any other Person that becomes a party hereto pursuant to an Assignment Agreement or an Affiliate Lender Assignment and Assumption or an Incremental Assumption Agreement, Extension Agreement or Refinancing Amendment.

“Lender Counterparty” as defined in the definition of Rate Protection Agreement.

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Credit and Guaranty Agreement

“Letter of Credit” or “Letters of Credit” means Commercial Letters of Credit and Standby Letters of Credit issued or to be issued by the Issuing Banks for the account of the Credit Parties pursuant to Section 2.4.

“Letter of Credit Sublimit” means the lesser of (i) $150,000,000, and (ii) the aggregate unused amount of Revolving Commitments then in effect.

“Letter of Credit Usage” means, as at any date of determination, the sum of (a) the maximum aggregate amount which is or at any time thereafter may become available for drawing under all Letters of Credit then outstanding plus (b) the aggregate amount of all drawings under Letters of Credit honored by Issuing Banks and not yet reimbursed by Borrower (including any such reimbursement out of the proceeds of Revolving Loans pursuant to Section 2.4(d)).

“Lien” means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease or license in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (ii) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

“Loan” means a Term Loan, a Revolving Loan and a Swing Line Loan.

“Loan Facility” means the respective facility and commitments utilized in making Loans and credit extensions hereunder, it being understood that, as of the Closing Date there are two Facilities (i.e., the Term B Facility and the Revolving Commitments established on the Closing Date and the extensions of credit thereunder) and thereafter, the term “Facility” may include any other Class of Commitments and the extensions of credit thereunder.

“LVSC” means Las Vegas Sands Corp., a Nevada corporation and its successors.

“LVSC Aircraft Financing” means up to $200,000,000 in aggregate principal amount Indebtedness of LVSC at any one time outstanding for the purpose of financing the purchase and/or ownership of aircraft and related parts and equipment; provided that (a) either (i) such LVSC Aircraft Financing is outstanding as of the Closing Date, or (ii) the covenants, defaults (and events of default), redemption, amortization and other prepayment events, remedies, acceleration rights, subordination provisions and other material terms applicable to such LVSC Aircraft Financing shall not be materially more restrictive to the guarantors thereof than such provisions contained in the agreements governing LVSC Aircraft Financing outstanding on the Closing Date, taken as a whole, as reasonably determined by LVSC; and (b) such Indebtedness or any related guarantees shall not be secured by any assets or property of the Credit Parties.

“LVSC Corporate Services Agreement”means the Services Agreement, dated as of February 17, 2005, between LVSC and the Borrower.

“LVSC Debt” means any Indebtedness of LVSC.

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“LVSC Debt Documents” means any indenture, credit agreement or promissory note evidencing or governing any LVSC Debt and the guarantees thereof and any collateral documents relating thereto.

“Macau” means the Macau Special Administrative Region of the People’s Republic of China.

“Margin Stock” as defined in Regulation U of the Board of Governors as in effect from time to time.

“Material Adverse Effect” means (a) a material adverse effect upon the business, operations, properties, assets or condition (financial or otherwise) of the Credit Parties, taken as a whole (but excluding a material adverse effect upon the business, operations, properties, assets or condition (financial or otherwise) of the Excluded Subsidiaries that only has an effect on the Credit Parties and their business and condition by decreasing the value of their direct and indirect Equity Interests in the Excluded Subsidiaries), or (b) the material impairment of the ability of the Credit Parties to observe or perform, or of the Administrative Agent or Lenders to enforce, the Obligations.

“Material Contract” means the Cooperation Agreement, the PA Investment Note, the Walgreens’ Documents, the Harrah’s Shared Garage Lease, the Casino Level Mall Lease, and any contract or other arrangement entered into after the Closing Date to which Borrower or any of the other Credit Parties is a party (other than the Credit Documents) for which breach, nonperformance, or cancellation by an applicable Credit Party, or failure of an applicable Credit Party to renew, could reasonably be expected to have a Material Adverse Effect.

“Material Real Estate Asset” means (i) (a) any fee-owned Real Estate Asset having a fair market value (as determined in good faith by Borrower) in excess of $75,000,000 as of the date of the acquisition thereof and (b) all Leasehold Properties other than those with respect to which the aggregate payments under the term of the lease (excluding option and renewal terms) are less than $7,500,000 per annum or (ii) any Real Estate Asset that the Requisite Lenders have reasonably determined is material to the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Credit Party.

“Material Subsidiary” means any Restricted Subsidiary of Borrower that is either (a) a Credit Party or (b) not an Immaterial Subsidiary.

“Merrill Lynch” as defined in the preamble hereto.

“Moody’s” means Moody’s Investor Services, Inc., or any successor thereto, and if such Person shall for any reason no longer perform the function of a securities rating agency, Moody’s shall be deemed to refer to any other rating agency designated by Borrower with the written consent of the Administrative Agent (such consent not to be unreasonably withheld).

“Mortgage Policy” means an ALTA mortgagee title insurance policy or unconditional commitment therefor issued by the Title Company to Collateral Agent with respect to each Mortgaged Property in such form and including such endorsements and subject to such

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co-insurance and/or reinsurance arrangements as are reasonably satisfactory to the Collateral Agent.

“Mortgaged Property” means each Material Real Estate Asset listed on Schedule 4.12, and any Real Estate Asset in which a security interest is required to be granted hereunder after the Closing Date.

“Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) or 4001(a) (3) of ERISA.

“Narrative Report” means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of the Credit Parties in the form substantially similar to Management’s Discussion & Analysis included in LVSC’s Form 10-Q or 10-K, as applicable, for the applicable Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate.

“Net Asset Sale Proceeds” means the aggregate cash proceeds received by any Credit Party in respect of any Asset Sale that are not PA Subsidiary Net Asset Sale Proceeds, net of (a) the direct costs relating to such Asset Sale (including legal, accounting and investment banking fees and expenses, sales and marketing expenses, employee severance and termination costs, any trade payables or similar liabilities related to the assets sold and required to be paid by the seller as a result thereof and sales, finders’ or broker’s commission), and any relocation expenses incurred as a result thereof and any taxes paid or payable as result thereof (including any such taxes paid or payable by an owner of any Credit Party), (b) amounts required to be applied to the repayment of Indebtedness secured by a Lien (or amounts permitted by the terms of such Indebtedness to be otherwise reinvested in other assets of such Credit Party to the extent so reinvested) which is prior to the Lien under the Collateral Documents on the asset or assets that are the subject of such Asset Sale, (c) all distributions and other payments required to be made to minority interest holders in a Subsidiary or Joint Venture as a result of such Asset Sale and (d) any reserve for adjustment in respect of the sale price of such asset or assets or any liabilities associated with the asset disposed of in such Asset Sale and the deduction of appropriate amounts provided by the seller as a reserve in accordance with GAAP against any liabilities associated with the assets disposed of in the Asset Sale and retained by a Credit Party.

“Net Debt Proceeds” as defined in Section 2.14(c).

“Net Loss Proceeds” means the aggregate cash proceeds received by any Credit Party in respect of any Event of Loss with respect to Collateral, including insurance proceeds from condemnation awards or damages awarded by any judgment, net of (a) the direct costs in recovery of such Net Loss Proceeds (including legal, accounting, appraisal and insurance adjuster fees and expenses) and any taxes paid or payable as a result thereof (including any such taxes paid or payable by an owner of any Credit Party), (b) amounts required to be applied to the repayment of any Indebtedness secured by a Lien (or amounts permitted by the terms of such Indebtedness to be otherwise reinvested in other assets of such Credit Party to the extent so reinvested) which is prior to the Liens of Lenders under the Collateral Documents on the asset or assets that are the subject of the Event of Loss, and (c) all distributions and other payments re-

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Credit and Guaranty Agreement

quired to be made to any minority interest holders in a Subsidiary or Joint Venture as a result of such Event of Loss.  Notwithstanding the foregoing, all proceeds of so-called “liquidated damages”, “subguard” and “business interruption” insurance policies shall not be Net Loss Proceeds.

“Nevada Gaming Authorities” means, collectively, the Nevada Gaming Commission, the Nevada State Gaming Control Board, and the Clark County Liquor and Gaming Licensing Board.

“Nevada Gaming Laws” means the Nevada Gaming Control Act, as codified in Chapter 463 of the Nevada Revised Statutes, as amended from time to time, and the regulations of the Nevada Gaming Commission promulgated thereunder, as amended from time to time.

“New Senior Notes” means senior secured or unsecured notes of Borrower issued after the Closing Date, and the Indebtedness represented thereby; provided that (a) the terms thereof do not provide for any scheduled amortization, repayment of principal, mandatory redemption or sinking fund obligations prior to the date that is six months after the latest Term Facility Maturity Date (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default), (b) the stated maturity date is no earlier than the date that is six months after the latest Term Facility Maturity Date, (c) such Indebtedness is not guaranteed by any Person other than a Guarantor, (d) Borrower prepays Term Loans with the Net Debt Proceeds therefrom in compliance with Section 2.14(c) or repays, refinances, redeems, repurchases or defeases any LVSC Debt that is guaranteed by the Credit Parties with the Net Debt Proceeds thereof, (e) the covenants and events of default and other terms thereof (other than interest rate and redemption premiums) are not, taken as a whole, more restrictive to the Credit Parties than those in this Agreement, as determined by the Borrower and evidenced by an Officer’s Certificate delivered to the Administrative Agent, (f) except as contemplated by Section 6.2(bb), the obligations in respect thereof shall not be secured by any Lien on any asset of Borrower, any Subsidiary or any other Affiliate of Borrower, other than any asset constituting Collateral, and (g) all security therefor (if any) shall be granted pursuant to the Collateral Documents and, if such notes are to be secured, the secured parties thereunder, or a trustee or collateral agent on their behalf, shall have become a party to the First Lien Intercreditor Agreement.

“Non-Consenting Lender” as defined in Section 2.23.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Nonpublic Information” means information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD promulgated under the Securities Exchange Act of 1934, as amended.

“Non-Recourse Financing” means Indebtedness incurred in connection with the construction, installation, purchase or lease of personal or real property or equipment (a) as to which the lender upon default may seek recourse or payment against a Credit Party only through the return or foreclosure or sale of the property or equipment so constructed, installed, purchased or leased and to any proceeds of such property and Indebtedness and the related collateral ac-

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Credit and Guaranty Agreement

count in which such proceeds are held and (b) may not otherwise assert a valid claim for payment on such Indebtedness against a Credit Party or any other property of a Credit Party, except, in each of the foregoing clauses (a) and (b), in the case of customary or “market standard” non-recourse exceptions, including fraud and environmental indemnities.

“Non-U.S. Lender” means a Lender that is not a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“Note” means a Term B Loan Note, a Revolving Loan Note or a Swing Line Note or another promissory note evidencing a Loan.

“Notice” means a Funding Notice, an Issuance Notice, or a Conversion/Continuation Notice.

“Obligations” means all obligations of every nature of each Credit Party from time to time owed to the Agents and/or the Lenders under the Credit Documents, whether for principal, interest, premium, if any, reimbursement of amounts drawn under Letters of Credit, fees, expenses, indemnification or otherwise including interest and fees accruing on the Loans during the pendency of any proceeding of the type described in Section 8.1(f) and (g), whether or not allowed in such proceeding.

“Obligee Guarantor” as defined in Section 7.7.

“Office Space Lease”means the Lease between VCR and Grand Canal, dated as of May 17, 2004, with respect to the lease of certain office space to VCR.

“Officer’s Certificate” means, as applied to any corporation or other entity, a certificate executed on behalf of such corporation or other entity by its chairman of the board (if an officer), president or any vice president or by its principal financial officer, chief accounting officer, vice president – finance or treasurer (in each case, in their capacity as such officer) or, if such entity does not have any such officer, any such officer of its managing member or managing partner, as applicable.

“Operating Lease” means, as applied to any Person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) that is not a Capital Lease other than any such lease under which that Person is the lessor.

“Operative Documents” means the Credit Documents, any LVSC Debt Documents as to which any Credit Party is a party, documents related to LVSC Aircraft Financing guaranteed by the Credit Parties as to which the Credit Parties are a party, the FF&E Facility Agreements, the Resort Complex Operative Documents and the Project Documents.

“Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its by-laws, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, and (iv) with respect to any limited liability company, its certificate or articles of organization, as amended, and its operating agreement, as amended.  In the event

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Credit and Guaranty Agreement

any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

“Other Taxes” means any and all present or future stamp, court or documentary Taxes or any other excise, transfer, sales, property, intangible, mortgage recording, filing or similar Taxes arising from any payment made hereunder or under any other Credit Document or from the execution, registration, delivery, performance or enforcement of, consummation or administration of, from the receipt or perfection of security interest under, or otherwise with respect to, the Credit Documents (but excluding any Excluded Taxes).

“Other Term Loans” shall have the meaning assigned to such term in Section 2.24(a).

“PA Gaming” means Sands Bethworks Gaming LLC, a Pennsylvania limited liability company.

“PA Gaming Project” means the Property, as such term is defined in the operating agreement of PA Gaming.

“PA Investment Note” means that certain Note, dated as of May 21, 2009, made by PA Retail and PA Gaming in favor of VCR in the principal amount of $550,000,000, and that certain Note, dated as of January 1, 2011, made by PA Retail and PA Gaming in favor of VCR in the principal amount of $150,000,000, collectively, which Notes have been (i) assigned to Sands Pennsylvania, Inc. and (ii) collaterally assigned to Collateral Agent.

“PA Project” means the PA Retail Project and/or the PA Gaming Project, as the case may be.

“PA Retail”means Sands Bethworks Retail LLC, a Pennsylvania limited liability company.

“PA Retail Project”means “Property”, as such term is defined in the operating agreement of PA Retail.

“PA Subsidiary” means PA Gaming and/or PA Retail and any of their respective Subsidiaries.

“PA Subsidiary Net Asset Sale Proceeds” shall mean any (x) net cash proceeds distributed to the Credit Parties pursuant to Section 2.15(c) or (y) net cash proceeds from the sale of equity interests in any PA Subsidiary pursuant to Section 6.7(q).

“PCT” means Palazzo Condo Tower, LLC.

“Palazzo Condo Tower” means the space within the Palazzo Condo Tower Parcel and all improvements and personal property located therein.

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Credit and Guaranty Agreement

“Palazzo Condo Tower Parcel”means the airspace parcel purchased pursuant to the Walgreens’ Sale and Purchase Agreement.

“Palazzo Condo Tower Sales” means sales of fee interests in any individual condominium units developed in the Palazzo Condo Tower.

“Palazzo Facility” means the approximately 3,000 room hotel, casino, retail and meeting complex (commonly known as The Palazzo Resort Hotel Casino) integrated with the Venetian Facility and located on the Palazzo Site (including the Palazzo Condo Tower and the Palazzo Mall, but excluding the SECC).

“Palazzo Mall” meansthe commercial retail mall facility built in connection with the Palazzo Project and located within certain airspace within the Palazzo Project, which as of the date hereof is owned by Phase II Mall Subsidiary.

“Palazzo Site” means the real property consisting of approximately 14 acres adjoining the Venetian Site and owned by VCR.

“Pari Passu Indebtedness” as defined in Section 2.14(a).

“Patriot Act” as defined in Section 4.25.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pennsylvania Gaming Authorities” means the Pennsylvania Gaming Control Board, Department of Revenue, State Police and Office of Attorney General.

“Pennsylvania Gaming Laws” means the Pennsylvania Race Horse Development And Gaming Act, 4 Pa. C.S.A. Section 1101 et seq., the regulations promulgated by the Pennsylvania Gaming Control Board, 58 Pa Code Section 401.1 et seq., and the regulations promulgated by the Pennsylvania Department of Revenue, 61 Pa Code 1001.1 et seq.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 or Title IV of ERISA.

“Permits” means all authorizations, consents, decrees, permits, waivers, privileges, approvals from and filings with all Governmental Authorities necessary for the operation of the Palazzo Project in accordance in all material respects with the Project Documents and the Resort Complex Operative Documents and any other material building, construction, land use, environmental or other material permit, license, franchise, approval, consent and authorization (including planning board approvals from applicable Governmental Authorities and approvals required under the Nevada Gaming Laws) required for or in connection with the construction, ownership, use, occupation and operation of the Palazzo Project, the Resort Complex and the transactions provided for in this Agreement and the Resort Complex Operative Documents.

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Credit and Guaranty Agreement

“Permitted Acquisition” means the acquisition by Borrower or a Credit Party of all the Equity Interests of, or all or substantially all the assets of, or a line of business of, or an operating business or business unit of, another Person in a transaction permitted by this Agreement for aggregate consideration in excess of the greater of (x) 2.70% of Consolidated Total Assets and (y) $100,000,000.

“Permitted Holders” means Adelson, his Affiliates and the Related Parties.

“Permitted Junior Intercreditor Agreement” means, with respect to any Liens on Collateral that are intended to be junior to any Liens securing the Term B Loans (including, for the avoidance of doubt, junior Liens pursuant to Section 2.24(b)(ii)) and Revolving Loans, one or more intercreditor agreements the terms of which are consistent with market terms governing security arrangements for the sharing of liens on a junior basis at the time such intercreditor agreement is proposed to be established, as determined by the Administrative Agent in the reasonable exercise of its judgment.

 “Permitted Subordinated Indebtedness” means any unsecured Indebtedness of the Credit Parties (a) for which no installment of principal matures earlier than 12 months after the latest Term Facility Maturity Date and (b) for which the payment of principal and interest is subordinated in right of payment to the Obligations (and with respect to such Indebtedness incurred after the date hereof, Secured Obligations) pursuant to documentation containing redemption and other prepayment events, maturities, amortization schedules, covenants, events of default, remedies, acceleration rights, subordination provisions and other material terms reasonably satisfactory to Administrative Agent.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“Phase II Mall Subsidiary”means The Shoppes at the Palazzo, LLC, a Delaware limited liability company, formerly known as Phase II Mall Subsidiary, LLC.

“Platform” as defined in Section 5.1(p).

“Potential Event of Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Prime Rate” means the rate of interest quoted in The Wall Street Journal, Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks), as in effect from time to time.  The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer.  Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Principal Office” means, for each of Administrative Agent, Swing Line Lender and Issuing Bank, such Person’s “Principal Office” as set forth on Appendix B, or such other of-

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Credit and Guaranty Agreement

fice or office of a third party or sub-agent, as appropriate, as such Person may from time to time designate in writing to Borrower, Administrative Agent and each Lender.

“Proceedings” as defined in Section 5.1(h).

“Procurement Services Agreement” means the Corporate Services Agreement effective as of March 1, 2005 among Borrower, Venetian Macau Limited and World Sourcing Services Limited and any other similar agreement between or among any Credit Parties and any Affiliates for the sourcing and/or purchase of goods on terms that are substantially equivalent to the terms that could be obtained from an unaffiliated third party.

“Projections” as defined in Section 4.8.

“Project Documents” means the JDA, the Walgreens’ Documents and any document or agreement related to the design, development, construction or pre-opening of the Palazzo Facility and entered into on, prior to or after the Closing Date, in accordance with Section 6.12.

“Pro Rata Extension Offers” shall have the meaning assigned to such term in Section 2.24(e).

“Pro Rata Share” means (i) with respect to all payments, computations and other matters relating to the Term B Loans of any Lender, the percentage obtained by dividing (a) the Term B Loans of that Lender by (b) the aggregate Term B Loans of all Lenders; (ii) with respect to all payments, computations and other matters relating to any Class of Other Term Loans of any Lender, the percentage obtained by dividing (a) the Other Term Loans of such Class of that Lender by (b) the aggregate Other Term Loans of such Class of all Lenders; and (iii) with respect to all payments, computations and other matters relating to any Class of Revolving Commitment or Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Lender or any participations in any Swing Line Loans purchased by any Lender, the percentage obtained by dividing (a) the Revolving Exposure of that Lender with respect to such Class of Revolving Commitments or Revolving Loans by (b) the aggregate Revolving Exposure of all Lenders with respect to such Class of Revolving Commitments or Revolving Loans.  For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (a) an amount equal to the sum of the Term Loans and the Revolving Exposure of that Lender, by (b) an amount equal to the sum of the aggregate Term Loans and the aggregate Revolving Exposure of all Lenders.

“Quarterly Date” means March 31, June 30, September 30 and December 31.

“Quarterly Payment Date” means each April 1, July 1, October 1, and January 1.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Credit  Party that has total assets exceeding $10,000,000 at the time the relevant Guaranty or grant of  the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as

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Credit and Guaranty Agreement

an “eligible contract participant” at such time by entering into a keepwell under Section  1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Rate Protection Agreement” means, collectively, any Hedging Agreement entered into by the Credit Parties under which the counterparty of such Hedging Agreement is (or at the time such Hedging Agreement was entered into, was) an Agent, a Lender or an Affiliate of an Agent or a Lender (each, a “Lender Counterparty”); provided that such Hedging Agreement relates to (a) interest rate risk with respect to Indebtedness secured by a First Priority Lien, (b) any currency exchange risk or (c) commodities pricing risk.  Notwithstanding the foregoing, for all purposes of the Credit Documents, any Guaranty of, or grant of any Lien to secure, any obligations in respect of a Rate Protection Agreement by a Guarantor shall not include any Excluded Swap Obligations.

“Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Credit Party in any real property.

“Refinancing Effective Date” shall have the meaning assigned to such term in Section 2.24(j).

“Refinancing Fees” means with respect to any extension, refinancing, defeasance, renewal, replacement, substitution, refunding, repurchase, repayment or redemption of Indebtedness, or any tender for or call of Indebtedness, any reasonable fees, original issue discount, expenses, premiums, make-whole payments, and accrued and unpaid interest refinanced or paid or incurred in connection therewith.

“Refinancing Term Loans” shall have the meaning assigned to such term in Section 2.24(j).

“Refunded Swing Line Loans” as defined in Section 2.3(b)(iv).

“Refinancing Amendment” as defined in Section 2.24(j).

“Register” as defined in Section 2.7(b).

“Regulation D” means Regulation D of the Board of Governors, as in effect from time to time.

“Regulation FD” means Regulation FD as promulgated by the Securities and Exchange Commission under the Securities Act and Exchange Act as in effect from time to time.

“Reimbursement Date” as defined in Section 2.4(d).

“Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Related Parties” means:  (a) Family Members (defined below); (b) directors of LVSC or Borrower and employees of LVSC or Borrower who are senior managers or officers of

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Credit and Guaranty Agreement

LVSC, Borrower, Sands Expo or any of their Affiliates; (c) any Person who receives an interest in LVSC or Borrower from any individual referenced in clauses (a)-(b) in a gratuitous transfer, whether by gift, bequest or otherwise, to the extent of such interest; (d) the estate of any individual referenced in clauses (a)-(c); (e) a trust for the benefit of one or more of the individuals referenced in clauses (a)-(c); and/or (f) an entity owned or controlled, directly or indirectly, by one or more of the individuals, estates or trusts referenced in clauses (a)-(e).  For the purpose of this paragraph, a “Family Member” shall include:  (a) Sheldon G. Adelson; (b) Dr. Miriam Adelson; (c) any sibling of either of the foregoing; (d) any issue of any one or more of the individuals referenced in the preceding clauses (a)-(c); and (e) the spouse or issue of the spouse of one or more of the individuals referenced in the preceding clauses (a)-(d).

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

“Replacement Lender” as defined in Section 2.23.

“Replacement Revolving Commitments” shall have the meaning assigned to such term in Section 2.24(l).

“Replacement Revolving Facility Effective Date” shall have the meaning assigned to such term in Section 2.24(l).

“Replacement Revolving Loans” shall have the meaning assigned to such term in Section 2.24(l).

“Requisite Lenders” means one or more Lenders having or holding Term Loans  and/or Revolving Exposure and representing more than 50% of the sum of (i) the aggregate Term Loans of all Lenders and (ii) the aggregate Revolving Exposure of all Lenders; provided that the Loans and Revolving Exposure of any Defaulting Lender shall be disregarded in determining Requisite Lenders at any time.

“Resort Complex” means the Venetian Facility, the SECC and the Palazzo Facility.

“Resort Complex Operative Documents” means the Cooperation Agreement, the Harrah’s Shared Roadway Agreement, the Harrah’s Shared Garage Lease, the HVAC Services Agreements, the Office Space Lease, the Gondola Lease, the Theater Lease, the Casino Level Mall Lease, Walgreens’ Sale and Purchase Agreement, the LVSC Corporate Services Agreement, the Site Easements, and the Walgreens’ Documents.

“Restaurant Joint Venture” means TK Las Vegas LLC, Two Roads Las Vegas, LLC, Carlo’s Bakery Las Vegas LLC and any other Joint Venture formed or entered into by a Credit Party for the purpose of development, construction and operation of one or more restaurants within the Resort Complex.

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Credit and Guaranty Agreement

“Restricted Payment” means (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of Equity Interests of Borrower now or hereafter outstanding, except a dividend or distribution payable solely in shares of that class of Equity Interests to the holders of that class (or the accretion of such dividends or distribution), (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 Interests of Borrower 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 Interests of Borrower now or hereafter outstanding, and (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.

“Restricted Subsidiary” means Sands Expo (whether or not a Subsidiary of Borrower), and any Subsidiary of Borrower or Sands Expo other than an Excluded Subsidiary.

“Revolving Commitment” means, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans pursuant to Section 2.2(a), expressed as an amount representing the maximum aggregate permitted amount of such Revolving Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.12, 2.13, 2.14 and 2.15, (b) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 10.6, and (c) increased (or replaced) as provided under Section 2.24.  The initial amount of each Lender’s Revolving Commitment is set forth on Appendix A-4, or in the Assignment Agreement or Incremental Assumption Agreement pursuant to which such Lender shall have assumed its Revolving Commitment (or Incremental Revolving Commitment), as applicable.  The aggregate amount of the Lenders’ Revolving Commitments on the date hereof is $1,250,000,000.  On the date hereof, there is only one Class of Revolving Commitments.  After the date hereof, additional Classes of Revolving Commitments may be added or created pursuant to Extension Agreements and Refinancing Amendments.

“Revolving Exposure” means, with respect to any Lender as of any date of determination, (i) prior to the termination of the Revolving Commitments, that Lender’s Revolving Commitment; and (ii) after the termination of the Revolving Commitments, the sum of (a) the aggregate outstanding principal amount of the Revolving Loans of that Lender, (b) in the case of Issuing Bank, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (net of any participations by Lenders in such Letters of Credit), (c) the aggregate amount of all participations by that Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit, (d) in the case of Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Loans (net of any participations therein by other Lenders), and (e) the aggregate amount of all participations therein by that Lender in any outstanding Swing Line Loans.

“Revolving Facility” means the Revolving Commitments of any Class and the extensions of credit made hereunder by the Revolving Lenders of such Class.

“Revolving Facility Maturity Date” means, as the context may require, (a) with respect to the Revolving Facility in effect on the Closing Date, December 19, 2018 and (b) with

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respect to any other Classes of Revolving Facility Commitments, the maturity dates specified therefor in the applicable Extension Agreement or Refinancing Amendment.

“Revolving Facility Percentage” means, with respect to any Revolving Lender of any Class, the percentage of the total Revolving Commitments of such Class represented by such Lender’s Revolving Commitment of such Class.  If the Revolving Commitments of such Class have terminated or expired, the Revolving Facility Percentages of such Class shall be determined based upon the Revolving Commitments of such Class most recently in effect, giving effect to any assignments pursuant to Section 10.6.

“Revolving Lender” means a Lender (including an Incremental Revolving Lender) with a Revolving Commitment or with outstanding Revolving Loans.

“Revolving Loan” means a Loan made by a Revolving Lender pursuant to Section 2.2(a).  Unless the context otherwise requires, the term “Revolving Loans” shall include Extended Revolving Loans and Replacement Revolving Loans.

“Revolving Loan Note” means a promissory note in the form of Exhibit H-2, as it may be amended, supplemented or otherwise modified from time to time.

“Revolving Yield Differential” as defined in Section 2.24(b)(vi).

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation, or any successor thereto, and if such Person shall for any reason no longer perform the function of a securities rating agency, S&P shall be deemed to refer to any other rating agency designated by Borrower with the written consent of Administrative Agent (such consent not to be unreasonably withheld).

“Sands Expo” means Sands Expo & Convention Center, Inc., a Nevada corporation.

“Sands FinCo” means the Subsidiary of LVSC which the Borrower has designated to the Administrative Agent as “Sands FinCo”, which, as of the Closing Date, is Sands IP Asset Management B.V.

“Scotiabank” as defined in the preamble hereto.

“SECC” means the exposition, convention and meeting facilities commonly known as the Sands Expo and Convention Center.

“SECC Phase II Project” means any exposition, convention and meeting facilities developed and constructed on the Central Park West Site or any other development or use of the Central Park West Site for Borrower’s benefit.

“Secured Cash Management Services Obligations” means the due and punctual payment of any and all obligations of the Credit Parties in connection with Cash Management Services that are (a) owed on the Closing Date to a person that is the Administrative Agent or a Lender or an Affiliate of the Administrative Agent or a Lender as of the Closing Date or (b)

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owed to a person that is the Administrative Agent or a Lender or an Affiliate of the Administrative Agent or a Lender at the time such obligations are incurred.

“Secured Obligations”means (i) the Obligations, (ii) the payment and performance of all obligations of each Credit Party under each Rate Protection Agreement  and (iii) the Secured Cash Management Services Obligations.

“Secured Parties” has the meaning assigned to the term “Credit Secured Parties” in the Security Agreement.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Security Agreement” means the Second Amended and Restated Security Agreement to be executed by Borrower and each Grantor substantially in the form of Exhibit M, as it may be amended, supplemented or otherwise modified from time to time.

“Senior Managing Agents” as defined in the preamble.

“Settlement Confirmation”as defined in Section 10.6(c).

“Settlement Service”as defined in Section 10.6(d).

“Shareholder Subordinated Indebtedness”means Permitted Subordinated Indebtedness held by Adelson, his Affiliates and/or his Related Parties that has a maturity date after the latest Term Facility Maturity Date, that does not pay any cash interest, that does not bind the obligor(s) thereon by the provisions of any covenants other than customary affirmative covenants, and that does not contain any cross-default provisions to any other Indebtedness of such obligor(s).

“Significant Asset Sale” means any Asset Sale described in clause (a) or (b) of the definition of the term “Asset Sale” for aggregate consideration in excess of the greater of (x) 2.70% of Consolidated Total Assets and (y) $100,000,000.

“Site Easement” means any easement appurtenant, easement in gross, license agreement and other right running for the benefit of Borrower, the Venetian Facility, the Palazzo Project, the HVAC Component or appurtenant to the Palazzo Site and/or the Venetian Site which benefits or burdens the Resort Complex, including those certain easements and licenses described in the Mortgage Policies.

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“Solvent” means, with respect to the Credit Parties on a consolidated basis, that as of the date of determination, both (i) (a) the sum of the Credit Parties’ debt (including contingent liabilities) does not exceed the present fair saleable value of the Credit Parties’ present assets; (b) the Credit Parties’ capital is not unreasonably small in relation to their business as contemplated on the Closing Date or with respect to any transaction contemplated or undertaken after the Closing Date; and (c) the Credit Parties have not incurred and do not intend to incur, or believe (nor should they reasonably believe) that they will incur, debts beyond their ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) the Credit Parties are “solvent” within the meaning given that term and similar terms under the Bankruptcy Code and applicable laws relating to fraudulent transfers and conveyances.  For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“Specified FF&E” means any furniture, fixtures, equipment and other personal property that is financed or refinanced in full with the proceeds from an FF&E Facility (other than temporary funding with the proceeds of Loans hereunder or Cash on hand, and in the case of Loans, only once such Loans have been reimbursed with proceeds of loans under the relevant FF&E Facility, and other than costs related to transportation, installation and sales taxes), including each and every item or unit of equipment acquired with the proceeds thereof, each and every item or unit of equipment acquired by substitution or replacement thereof; all parts, components and other items pertaining to such property; all documents (including all warehouse receipts, dock receipts, bills of lading and the like); all licenses (other than Gaming Licenses), warranties, guarantees, service contracts and related rights and interests covering all or any portion of such property; and to the extent not otherwise included, all proceeds (including insurance proceeds) of any of the foregoing and all accessions to, substitutions and replacements for, and the rents, profits and products of, each of the foregoing (including collateral accounts) and such other collateral reasonably determined by the Administrative Agent in its reasonable discretion.

“Standby Letter of Credit” means any standby letter of credit or similar instrument issued for the purpose of supporting (a) Indebtedness of Borrower or a Restricted Subsidiary in respect of industrial revenue or development bonds or financings, (b) workers’ compensation liabilities of Borrower or a Restricted Subsidiary, (c) the obligations of third party insurers of Borrower or a Restricted Subsidiary arising by virtue of the laws of any jurisdiction requiring the third party insurers, (d) obligations with respect to Capital Leases or Operating Leases of Borrower or with respect to the Harrah’s Shared Roadway Agreement, (e) performance, payment, deposit or surety obligations of Borrower or a Restricted Subsidiary, in any case, if required by Legal Requirements (including if required by any Governmental Authority or otherwise necessary in order to obtain any Permit related to the Palazzo Project) or in accordance with custom and practice in the industry, (f) Legal Requirements in connection with the development of the Palazzo Project and (g) general corporate purposes of the Credit Parties; provided that Standby Letters of Credit may not be issued for the purpose of supporting any Indebtedness constituting “antecedent debt” (as that term is used in Section 547 of Bankruptcy Code).

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“Subordination, Non-Disturbance and Attornment Agreement” means any subordination, non-disturbance and attornment agreement substantially in the form of Exhibit O, or such other form as is reasonably agreed by the Administrative Agent, delivered pursuant hereto.

“Subsidiary” means, with respect to any Person, (a) any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof and (b) any partnership or limited liability company of which more than 50% of such entities’ capital accounts, distribution rights, partnership interests or membership interests are owned or controlled directly or indirectly by such Person or one of more other Subsidiaries of that Person or a combination thereof.

“Substitute Lender” is defined in Section 10.25(a).

“Supplier Joint Venture” means any Person that supplies or provides materials or services to a Credit Party or any contractor in the Resort Complex and in which a Credit Party has Investments.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swing Line Exposure” means at any time the aggregate principal amount of all outstanding Swing Line Loans at such time.  The Swing Line Exposure of any Revolving Lender at any time means its applicable Revolving Facility Percentage of the aggregate Swing Line Exposure at such time.

“Swing Line Lender” means Scotiabank, in its capacity as Swing Line Lender hereunder, together with its permitted successors and assigns in such capacity.

“Swing Line Loan” means a Loan made by Swing Line Lender to Borrower pursuant to Section 2.3.

“Swing Line Note” means a promissory note in the form of Exhibit H-3, as it may be amended, supplemented or otherwise modified from time to time.

“Swing Line Sublimit” means the lesser of (i) $100,000,000, and (ii) the aggregate unused amount of Revolving Commitments then in effect.

“Syndication Agents” as defined in the preamble hereto.

“Tax” or “Taxes” means any and all present or future tax, levy, impost, duty, charge, fee, deduction or withholding of any nature or other similar charges imposed, levied, col-

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lected, withheld or assessed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Tax Sharing Agreement” means the Tax Sharing Agreement, dated as of January 1, 2010, by and among LVSC, Borrower, and certain other subsidiaries of Borrower solely as in effect on the Closing Date, and as thereafter amended (i) with the consent of the Administrative Agent (such consent not to be unreasonably withheld) or (ii) to make any change so long as the amount of money to be distributed by any Credit Party thereunder to LVSC or any other party thereto that is not a Credit Party is not increased as a result of such amendment.

“Term B Facility” means the Term B Loan Commitments and the Term B Loans made hereunder.

“Term B Facility Maturity Date” means December 19, 2020.

“Term B Loan Commitment” means, with respect to each Lender, the commitment of such Lender to make Term B Loans hereunder.  The aggregate amount of the Term B Loan Commitments as of the Closing Date is $2,250,000,000.

“Term B Loans” mean (a) the term loans made by the Lenders to the Borrower pursuant to Section 2.1(a), and (b) any Incremental Term Loans in the form of Term B Loans made by the Incremental Term Lenders to the Borrower pursuant to Section 2.1(b).

“Term Facility” means the Term B Facility and/or any or all of the Incremental Term Facilities.

“Term Facility Maturity Date” means, as the context may require, (a) with respect to the Term B Facility in effect on the Closing Date, the Term B Facility Maturity Date and (b) with respect to any other Class of Term Loans, the maturity dates specified therefor in the applicable Incremental Assumption Agreement.

“Term Loan” means a Term B Loan and/or an Incremental Term Loan.

“Term Loan Commitment” means the commitment of a Lender to make Term Loans, including Term B Loans and/or Other Term Loans.

“Term Yield Differential” shall have the meaning assigned to such term in Section 2.24(b)(v).

“Terminated Lender” as defined in Section 2.23.

“Theater Lease”means the Lease between VCR and Grand Canal, dated as of May 17, 2004, with respect to the lease of certain showroom space to VCR.

“Title Company” means First American Title Insurance Company or an Affiliate thereof and/or one or more other title insurance companies reasonably satisfactory to the Administrative Agent.

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“Total Utilization of Revolving Commitments” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Revolving Loans (other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing the Issuing Bank for any amount drawn under any Letter of Credit, but not yet so applied), (ii) the aggregate principal amount of all outstanding Swing Line Loans, and (iii) the Letter of Credit Usage.

“Type of Loan” means (i) with respect to either Term Loans or Revolving Loans, a Base Rate Loan or a Eurodollar Rate Loan, and (ii) with respect to Swing Line Loans, a Base Rate Loan.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, that if, with respect to any UCC financing statement or by reason of any provisions of law, the perfection or the effect of perfection or non-perfection of the security interests granted to the Collateral Agent pursuant to the applicable Credit Document is governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New York, then “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions of each Credit Document and any UCC financing statement relating to such perfection or effect of perfection or non-perfection.

“United States” or “U.S.” means the United States, its fifty states and the District of Columbia.

“VCR” means Venetian Casino Resort, LLC, a Nevada limited liability company.

“Venetian Facility” means The Venetian Resort Hotel Casino, a Venetian-themed resort hotel, casino, retail, meeting and entertainment complex located at 3355 Las Vegas Boulevard South, Clark County, Nevada (excluding the SECC and the SECC Phase II Project).

“Venetian Site” means the land on which the Venetian Facility is constructed.

“Walgreens’ Access Easement” means the Amended and Restated Parking and Access Agreement, dated as of January 12, 2007, by and among VCR, LCR, and CAP II-Buccaneer, LLC.

“Walgreens’ CC&R’s” means the Amended and Restated Declaration of Covenants, Conditions and Restrictions and Reservations of Easements, dated as of January 12, 2007, by CAP II-Buccaneer, LLC.

“Walgreens’ Documents” means the JDA, the Walgreens’ CC&R’s and the Walgreens’ Access Easement.

“Walgreens’ Lease” means that certain Commercial Lease dated as of March 1, 2004 between the Phase II Mall Subsidiary (as assignee of LCR) and Cap II—Buccaneer, LLC, a New Mexico limited liability company, as amended as of September 30, 2004, as of January 12, 2007 and as of February 28, 2008.

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“Walgreens’ Sale and Purchase Agreement” means the Agreement of Sale and Purchase, dated as of May 2, 2006, by and between CAP II-Buccaneer, LLC, and LVSC.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:  (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Domestic Subsidiary” means a Wholly Owned Subsidiary that is also a Domestic Subsidiary.

“Wholly Owned Subsidiary” of any person means a subsidiary of such person, all of the Equity Interests of which (other than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law) are owned by such person or another Wholly Owned Subsidiary of such person.  Unless the context otherwise requires, “Wholly Owned Subsidiary” means a Subsidiary of the Borrower that is a Wholly Owned Subsidiary of the Borrower.

“Withdrawal Period” as defined in Section 10.25(b).

1.2.   Accounting Terms.  Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP.  Financial statements and other information required to be delivered by Borrower to Lenders pursuant to Section 5.1(a) and 5.1(b) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1(d), if applicable).  Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Historical Financial Statements, to the extent such principles and policies have not changed, or such principles and policies remain in effect at the time of calculation in accordance with the next sentence.  Calculations in connection with the definitions, covenants and other provisions of this Agreement shall utilize accounting principles and policies in conformity with those used to prepare the financial statements referred to in Section 4.7.  For the purposes of this Agreement, “consolidated” with respect to any Person shall mean, unless expressly stated to be otherwise, such Person consolidated with the other Credit Parties and shall not include any Excluded Subsidiary; provided that the parties acknowledge such definition of “consolidated” is not in accordance with GAAP to the extent Excluded Subsidiaries are not consolidated with such Person.  Notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an Operating Lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capital Lease under this Agreement or any other Credit Document as a result of such changes in GAAP.

1.3.   Interpretation, etc.  Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.  Refer-

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ences herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided.  The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.  References to any agreement or document shall include such agreement or document as amended, restated, supplemented, or otherwise modified from time to time, except where specifically noted to be solely as of a specific date, and except as amended in violation of this Agreement.  The terms lease and license shall include sub-lease and sub-license, as applicable.  Any reference to a Person party to any document shall include a successor in interest to such Person and such Person’s assigns, unless the succession of such Person or the assignment to such Person is not permitted hereunder.

1.4.   Pro Forma Calculations.  With respect to any period of four consecutive Fiscal Quarters during which Borrower or any Credit Party consummate a Permitted Acquisition or Significant Asset Sale, the Consolidated Leverage Ratio, the Consolidated Senior Leverage Ratio and the Consolidated Senior Secured Leverage Ratio shall be calculated with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition or Significant Asset Sale (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and (b) pro forma adjustments for cost savings (net of continuing associated expenses) to the extent such cost savings are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following such Permitted Acquisition or Significant Asset Sale; provided that all such adjustments shall be set forth in a reasonably detailed Officer’s Certificate of Borrower and, in the case of clause (b), shall be in form and substance reasonably satisfactory to Administrative Agent), using, for purposes of making such calculations, the historical financial statements of Borrower and the Credit Parties which shall be reformulated as if such Permitted Acquisition or Significant Asset Sale, and any other Permitted Acquisitions and Significant Asset Sales that have been consummated during the period, had been consummated on the first day of such period.

SECTION 2.   LOANS AND LETTERS OF CREDIT

2.1.   Term Loans.

(a)           Term B Loans.  Subject to the terms and conditions set forth herein, each Lender agrees to make Term B Loans in Dollars to the Borrower on the Closing Date in an aggregate principal amount not to exceed its Term B Loan Commitment.  Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to Term B Loans shall be paid in full no later than the Term B Facility Maturity Date.

(b)           Incremental Term Loan Commitments.  Subject to the terms and conditions set forth herein, each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement,

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to make Incremental Term Loans in Dollars to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment.  Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to Incremental Term Loans shall be paid in full no later than the applicable Term Facility Maturity Date.

(c)           Reborrowing.  Amounts of Term B Loans borrowed under Section 2.1(a) or Section 2.1(b) that are repaid or prepaid may not be reborrowed.

2.2.   Revolving Loans.

(a)           Revolving Commitments.  Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment under the applicable Class or (ii) the Revolving Exposure of such Class exceeding the total Revolving Facility Commitments of such Class.  Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.  All Revolving Loans and all other amounts owed hereunder with respect to the applicable Revolving Loans and the applicable Revolving Commitments shall be paid in full no later than the applicable Revolving Facility Maturity Date.

(b)           Borrowing Mechanics for Revolving Loans.

(i)           Except pursuant to Sections 2.3(b)(iv) and 2.4(d), Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000in excess of that amount, and Revolving Loans that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000in excess of that amount.

(ii)           Whenever Borrower desires that Lenders make Revolving Loans, Borrower shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 2:00 p.m. (New York City time) at least three Business Days in advance of the proposed Credit Date (or such shorter time as is agreed to by the Administrative Agent hereunder) in the case of a Eurodollar Rate Loan, and at least one Business Day in advance of the proposed Credit Date (or such shorter time as is agreed to by the Administrative Agent hereunder) in the case of a Revolving Loan that is a Base Rate Loan.  Except as otherwise provided herein, a Funding Notice for a Revolving Loan that is a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing in accordance therewith.

(iii)           Notice of receipt of each Funding Notice in respect of Revolving Loans, together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but (provided Administrative Agent shall have received such notice by 10:00 a.m. (New York City time)) not later than 2:00 p.m. (New York City time) and, in any event, no later than 4:00 p.m. (New York

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City time) on the same day as Administrative Agent’s receipt of such Funding Notice from Borrower.

(iv)           Each Lender shall make the amount of its Revolving Loan available to Administrative Agent not later than 12:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent.  Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Revolving Loans available to Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Borrower at the Principal Office designated by Administrative Agent or such other account as may be designated in writing to Administrative Agent by Borrower.

2.3.   Swing Line Loans.

(a)           Swing Line Loans Commitments.  Prior to the expiration of the Availability Period, subject to the terms and conditions hereof, Swing Line Lender hereby agrees to make Swing Line Loans to Borrower in the aggregate amount up to but not exceeding the Swing Line Sublimit; provided that after giving effect to the making of any Swing Line Loan, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect.  Amounts borrowed pursuant to this Section 2.3 may be repaid and reborrowed prior to the expiration of the Availability Period.  Swing Line Lender’s Revolving Commitment shall expire upon the expiration of the Availability Period and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans and the Revolving Commitments shall be paid in full no later than such date.

(b)           Borrowing Mechanics for Swing Line Loans.

(i)           Swing Line Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount.

(ii)           Whenever Borrower desires that Swing Line Lender make a Swing Line Loan, Borrower shall deliver to Administrative Agent a Funding Notice no later than 2:00 p.m. (New York City time) on the proposed Credit Date.

(iii)           Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office.  Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Swing Line Loans available to Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Swing Line Loans received by Administrative Agent from Swing Line Lender to be credited to the account of Borrower at Administrative Agent’s Principal Office, or to such other account as may be designated in writing to Administrative Agent by Borrower.

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(iv)           With respect to any Swing Line Loans which have not been voluntarily prepaid by Borrower pursuant to Section 2.13, Swing Line Lender may at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Borrower), no later than 11:00 a.m. (New York City time) at least one Business Day in advance of the proposed Credit Date, a notice (which shall be deemed to be a Funding Notice given by Borrower) requesting that each Lender holding a Revolving Commitment make Revolving Loans that are Base Rate Loans to Borrower on such Credit Date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which Swing Line Lender requests Lenders to prepay.  Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by the Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender (and not to Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender to Borrower, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute part of Swing Line Lender’s outstanding Revolving Loans to Borrower and shall be due under the Revolving Loan Note issued by Borrower to Swing Line Lender.  Borrower hereby authorizes Administrative Agent and Swing Line Lender to charge Borrower’s accounts with Administrative Agent and Swing Line Lender (up to the amount available in each such account) in order to immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Lenders, including the Revolving Loans deemed to be made by Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans.  If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of Borrower from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 2.17.

(v)           If for any reason Revolving Loans are not made pursuant to Section 2.3(b)(iv) in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by Swing Line Lender, each Lender holding a Revolving Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon.  Upon one Business Day’s notice from Swing Line Lender, each Lender holding a Revolving Commitment shall deliver to Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Principal Office of Swing Line Lender. In order to evidence such participation each Lender holding a Revolving Commitment agrees to enter into a participation agreement at the request of Swing Line Lender in form and substance reasonably satisfactory to Swing Line Lender.  In the event any Lender holding a Revolving Commitment fails to make available to Swing Line Lender the amount of such Lender’s participation as provided in this paragraph, Swing Line Lender

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shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by Swing Line Lender for the correction of errors among banks and thereafter at the Base Rate, as applicable.

(vi)           Notwithstanding anything contained herein to the contrary, (1) each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, any Credit Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Potential Event of Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Credit Party; (D) any breach of this Agreement or any other Credit Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Lender are subject to the condition that Swing Line Lender believed in good faith that all conditions under Section 3.2 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made, or the satisfaction of any such condition not satisfied had been waived by the Requisite Lenders prior to or at the time such Refunded Swing Line Loans or other unpaid Swing Line Loans were made; and (2) Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Potential Event of Default or Event of Default or (B) at a time when any Fronting Exposure exists unless Swing Line Lender has entered into arrangements satisfactory to it and Borrower to eliminate Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Ling Loan, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans.

2.4.   Issuance of Letters of Credit and Purchase of Participations Therein.

(a)           Letters of Credit.  Prior to the expiration of the Availability Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of Borrower for the purposes specified in the definitions of Commercial Letters of Credit and Standby Letters of Credit in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any Standby Letter of Credit have an expiration date later than the earlier of (1) the expiration of the Availability Period and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any Commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date

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of issuance of such Commercial Letter of Credit or (y) be issued if such Commercial Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion.  Subject to the foregoing, Issuing Bank may agree that a Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any reason or for no reason for any such additional period; provided, in the event any Fronting Exposure exists, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.  On the Closing Date, each Existing Letter of Credit will be deemed a Letter of Credit hereunder.

(b)           Notice of Issuance.  Whenever Borrower desires the issuance of a Letter of Credit, Borrower shall deliver to Administrative Agent an Issuance Notice no later than 2:00 p.m. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by Issuing Bank in any particular instance, in advance of the proposed date of issuance.  The Issuance Notice shall specify (i) the proposed date of issuance (which shall be a Business Day), (ii) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (iii) the face amount of the Letter of Credit, (iv) the expiration date of the Letter of Credit, (v) the name and address of the beneficiary, and (vi) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Bank to make payment under the Letter of Credit; provided that the Issuing Bank, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Bank to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 a.m. (in the time zone of such office of the Issuing Bank) on such business day.  Upon satisfaction or waiver of the conditions set forth in Section 3.2, Issuing Bank shall issue the requested Letter of Credit only in accordance with Issuing Bank’s standard operating procedures.  Upon the issuance of any Letter of Credit or amendment or modification to a Letter of Credit, Issuing Bank shall promptly notify each Lender with a Revolving Commitment of such issuance, which notice shall be accompanied by a copy of such Letter of Credit or amendment or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.4(e).  Borrower shall notify the applicable Issuing Bank (and the Administrative Agent, if Administrative Agent is not such Issuing Bank) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Issuance Notice is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Issuance Notice.

(c)           Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments.  In determining whether to honor any drawing under any Letter of Credit by the

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beneficiary thereof, Issuing Bank shall be responsible only to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions of such Letter of Credit.  As between Borrower and Issuing Bank, Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by Issuing Bank, by the respective beneficiaries of such Letters of Credit.  In furtherance and not in limitation of the foregoing, Issuing Bank shall not be responsible for:  (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Issuing Bank, including any Governmental Acts; none of the above shall affect or impair, or prevent the vesting of, any of Issuing Bank’s rights or powers hereunder.  Without limiting the foregoing and in furtherance thereof, any action taken or omitted by Issuing Bank under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of Issuing Bank to Borrower.  Notwithstanding anything to the contrary contained in this Section 2.4(c), Borrower shall retain any and all rights it may have against Issuing Bank for any liability arising solely out of the gross negligence or willful misconduct of Issuing Bank.

(d)           Reimbursement by Borrower of Amounts Drawn or Paid Under Letters of Credit.  In the event Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall immediately notify Borrower and Administrative Agent, and Borrower shall reimburse Issuing Bank on or before the second Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawing; provided, anything contained herein to the contrary notwithstanding, unless Borrower shall have notified Administrative Agent and Issuing Bank prior to 10:00 a.m. (New York City time) on the date such drawing is honored that Borrower intends to reimburse Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, Borrower shall be deemed to have given a timely Funding Notice to Administrative Agent requesting Lenders with Revolving Commitments to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and Lenders with Revolving Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse Issuing Bank for the amount of such honored drawing; and provided further, if for any reason proceeds of Revolving Loans are not received by Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, Borrower shall reimburse Issu-

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ing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received.  Nothing in this Section 2.4(d) shall be deemed to relieve any Lender with a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set forth herein, and Borrower shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.4(d).

(e)           Lenders’ Purchase of Participations in Letters of Credit.  Immediately upon the issuance of each Letter of Credit, each Lender having a Revolving Commitment shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder.  In the event that Borrower shall fail for any reason to reimburse Issuing Bank as provided in Section 2.4(d), Issuing Bank shall promptly notify each Lender with a Revolving Commitment of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Pro Rata Share of the Revolving Commitments.  Each Lender with a Revolving Commitment shall make available to Issuing Bank an amount equal to its respective participation, in Dollars and in same day funds, at the office of Issuing Bank specified in such notice, not later than 12:00 p.m. (New York City time) on the first business day (under the laws of the jurisdiction in which such office of Issuing Bank is located) after the date notified by Issuing Bank.  In the event that any Lender with a Revolving Commitment fails to make available to Issuing Bank on such business day the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.4(e), Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by Issuing Bank for the correction of errors among banks and thereafter at the Base Rate.  Nothing in this Section 2.4(e) shall be deemed to prejudice the right of any Lender with a Revolving Commitment to recover from Issuing Bank any amounts made available by such Lender to Issuing Bank pursuant to this Section in the event that it is determined that the payment with respect to a Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of Issuing Bank.  In the event Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.4(e) for all or any portion of any drawing honored by Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under this Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of all payments subsequently received by Issuing Bank from Borrower in reimbursement of such honored drawing when such payments are received.  Any such distribution shall be made to a Lender at its primary address set forth below its name on Appendix B or at such other address as such Lender may request.

(f)           Obligations Absolute.  The obligation of Borrower to reimburse Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.4(d) and the obligations of Lenders under Section 2.4(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances:  (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be act-

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ing), Issuing Bank, Lender or any other Person or, in the case of a Lender, against Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Issuing Bank under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower or any of its Subsidiaries; (vi) any breach hereof or any other Credit Document by any party thereto; (vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Potential Event of Default shall have occurred and be continuing; provided, in each case, that payment by Issuing Bank under the applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of Issuing Bank under the circumstances in question.

(g)           Indemnification.  Without duplication of any obligation of Borrower under Section 10.2 or 10.3, in addition to amounts payable as provided herein, Borrower hereby agrees to protect, indemnify, pay and save harmless Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable and documented fees, expenses and disbursements of counsel and allocated costs of internal counsel) which Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by Issuing Bank, other than as a result of (1) the gross negligence or willful misconduct of Issuing Bank or (2) the wrongful dishonor by Issuing Bank of a proper demand for payment made under any Letter of Credit issued by it, or (ii) the failure of Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental Act.

2.5.   Pro Rata Shares; Availability of Funds.

(a)           Pro Rata Shares.  All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Revolving Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

(b)           Availability of Funds.  Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Credit Date.  If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administra-

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tive Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate.  If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Class of Loans.  Nothing in this Section 2.5(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments and Revolving Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

2.6.   Use of Proceeds.  The proceeds of the Term Loans, Revolving Loans, Swing Line Loans and Letters of Credit shall be applied by Borrower to repay amounts outstanding under the Existing Credit Agreement, for working capital and general corporate purposes of Borrower and its Affiliates, including Investments (including Investments in Excluded Subsidiaries and Affiliates to fund costs of development projects undertaken by such Excluded Subsidiaries and Affiliates) permitted hereunder, Restricted Payments permitted hereunder for corporate overhead expenses or permitted to be made in lieu of certain Investments, and to finance fees and expenses incurred in connection with this Agreement and the other Credit Documents.  No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors or any other regulation thereof or to violate the Exchange Act.

2.7.   Evidence of Debt; Register; Lenders’ Books and Records; Notes.

(a)           Lenders’ Evidence of Debt.  Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof.  Any such recordation shall be conclusive and binding on Borrower, absent manifest error; provided that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Borrower’s Obligations in respect of any applicable Loans; and provided, further, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(b)           Register.  Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at the Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of each Lender from time to time (the “Register”).  The Register shall be available for inspection by Borrower or any Lender (with respect to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice.  Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 10.6, and each repayment or prepayment in respect of the principal amount of the Loans (and any cancellations of Term Loans pursuant to and in accordance with the terms and conditions of Section 10.6(j)), and any such recordation shall be conclusive and binding on Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Borrower’s Obligations in respect of any Loan.  Borrower hereby designates Scotiabank to serve as Bor-

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rower’s agent solely for purposes of maintaining the Register as provided in this Section 2.7, and Borrower hereby agrees that, to the extent Scotiabank serves in such capacity, Scotiabank and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees.”

(c)           Notes.  If so requested by any Lender by written notice to Borrower (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date, or at any time thereafter, Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Term B Loan, Other Term Loan, Revolving Loan or Swing Line Loan, as the case may be.

2.8.   Interest on Loans.

(a)           Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:

(i)            in the case of Revolving Loans:

(1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or

(2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin;

(ii)            in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin; and

(iii)           in the case of Term B Loans and Other Term Loans:

(1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or

(2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin per annum.

(b)           The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be.  If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

(c)           In connection with Eurodollar Rate Loans there shall be no more than fifteen Interest Periods outstanding at any time.  In the event Borrower fails to specify between a

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Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan).  In the event Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrower shall be deemed to have selected an Interest Period of one month.  As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

(d)           Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues.  In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Term Loan, the last Interest Payment Date with respect to such Term Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

(e)           Except as otherwise set forth herein, interest on each Loan (i) with respect to Loans, shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to each such Interest Payment Date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iv) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date.

(f)           Borrower agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrower at a rate equal to (i) for the period from the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans made ratably by the Lenders with Revolving Commitments, and (ii) thereafter, a rate which is 2% per annum in excess of the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans made ratably by the Revolving Lenders.

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(g)           Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full.  Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit.  In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrower.

2.9.   Conversion/Continuation.

(a)           Subject to Section 2.18, Borrower shall have the option:

(i)           to convert at any time all or any part of any Term Loan or Revolving Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.18 in connection with any such conversion; or

(ii)           upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan.

(b)           Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 2:00 p.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan).  A Conversion/Continuation Notice shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, if the Requisite Lenders request in writing, that no Potential Event of Default or Event of Default has occurred and is continuing.  Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in

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accordance therewith.  Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other Person authorized to act on behalf of Borrower or for otherwise acting in good faith under this Section 2.9(b), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.

2.10.   Default Interest.  The principal amount of all overdue principal and, to the extent permitted by applicable law, any interest payments thereon or any past due fees or other amounts owed hereunder, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate that is 2% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans (or, in the case of any such fees and other amounts, at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans that are Initial Revolving Loans); provided, in the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for the applicable Base Rate Loan.  Payment or acceptance of the increased rates of interest provided for in this Section 2.10 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

2.11.   Fees.

(a)           Borrower agrees to pay to Lenders (in the case of any Defaulting Lender, subject to the provisions of Section 2.22(a)(iii)) having Revolving Exposure:

(i)           commitment fees equal to (A) the average of the daily difference between (1) the Revolving Commitments and (2) the aggregate principal amount of (x) all outstanding Revolving Loans plus (y) the Letter of Credit Usage, times (B) the Applicable Revolving Commitment Fee Percentage; and

(ii)           letter of credit fees equal to (A) the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans, times (B) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination).

All fees referred to in this Section 2.11(a) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof (using the Applicable Revolving Commitment Fee Percentage and Applicable Margin appropriate to the Class of Revolving Commitment of each Revolving Lender).

(b)           Borrower agrees to pay directly to Issuing Bank, for its own account, the following fees:

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(i)           a fronting fee equal to 0.125%, per annum, times the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and

(ii)           such customary documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.

(c)           [Intentionally Omitted]

(d)           All fees referred to in Section 2.11(a) and 2.11(b)(i) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on April 1, July 1, October 1 and January 1 of each year during the Availability Period, commencing on the first such date to occur after the Closing Date.

(e)           Borrower agrees to pay to Administrative Agent an annual administrative fee in the amount and at the times set forth in the Administrative Agent Fee Letter.

(f)           In addition to any of the foregoing fees, Borrower agrees to pay to Agents such other fees in the amounts and at the times separately agreed upon.

2.12.   Scheduled Payments/Commitment Reductions.

(a)           Term B Loans shall be amortized by 0.25% per Fiscal Quarter commencing with the Fiscal Quarter ended March 31, 2014 through the Term B Facility Maturity Date (with each amortization payment due on a Quarterly Date), with the remaining balance due on the Term B Facility Maturity Date.

In the event any Other Term Loans are made, such Other Term Loans shall be repaid on each installment date as set forth in the applicable Incremental Assumption Agreement.

(b)           Impact of Prepayments.  Notwithstanding the foregoing, (x) such Installments shall be reduced in connection with any voluntary or mandatory prepayments of the Term B Loans and the Other Term Loans, as the case may be, as provided in Sections 2.15(a) and (b), as applicable; and (y) the Term B Loans and the Other Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the applicable Term Facility Maturity Date.

(c)           Impact of Cancellations.  Notwithstanding the foregoing, with respect to any Term Loans which are cancelled pursuant to and in accordance with Section 10.6(j), the amount of the remaining balance due on the applicable Term Facility Maturity Date shall be reduced by the aggregate stated principal amount of such cancelled Term B Loans or Other Term Loans, respectively; provided that in no event shall the remaining balance due on the applicable Term Facility Maturity Date exceed the aggregate stated principal amount of the Term B Loans or the applicable Other Term Loans, respectively, then outstanding.

2.13.   Voluntary Prepayments/Commitment Reductions.

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(a)           Voluntary Prepayments.

(i)           Any time and from time to time:

(1) with respect to Base Rate Loans, Borrower may prepay any such Loans on any Business Day in whole or in part, in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount;

(2) with respect to Eurodollar Rate Loans, Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount; and

(3) with respect to Swing Line Loans, Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $500,000, and in integral multiples of $100,000 in excess of that amount.

(ii)           All such prepayments shall be made without premium or penalty (except as set forth in clause (c) below):

(1) upon not less than one Business Day’s prior written or telephonic notice in the case of Base Rate Loans;

(2) upon not less than three Business Days’ prior written or telephonic notice in the case of Eurodollar Rate Loans; and

(3) upon written or telephonic notice on the date of prepayment, in the case of Swing Line Loans;

in each case, given to Administrative Agent or Swing Line Lender, as the case may be, by 2:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and Administrative Agent will promptly transmit such telephonic or original notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile or telephone to each Lender) or Swing Line Lender, as the case may be.  Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein, unless such notice is in connection with a refinancing of the Loans or other transaction in which case such notice may be conditioned on consummation of such refinancing or other transaction.  Any such voluntary prepayment shall be applied as specified in Section 2.15(a).

(b)           Voluntary Commitment Reductions.

(i)           Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile

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or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided, any such partial reduction of such Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount.

(ii)           Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof (unless such notice is in connection with a refinancing of the Loans or other transaction in which case such notice may be conditioned on consummation of such refinancing or other transaction).  Notwithstanding the foregoing, Borrower may elect to reduce or terminate any Class of Revolving Commitments (and prepay Revolving Exposure associated therewith) without reducing or terminating Revolving Commitments of any other Class.

(c)           In the event that, on or prior to the six month anniversary of the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.13(a) with the proceeds of any new or replacement tranche of term loans that have an All-In Yield that is less than the All-In Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-In Yield of the Term B Loans (or any mandatory assignment under Section 2.23 by a Non-Consenting Lender shall have been made in connection therewith), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term Loans for which the All-In Yield has been reduced pursuant to such amendment.  Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be.

2.14.   Mandatory Prepayments/Commitment Reductions.

(a)           Asset Sales.  No later than the fifth Business Day following the date of receipt by the Credit Parties of any Net Asset Sale Proceeds (other than Net Asset Sale Proceeds in respect of Asset Sales permitted by Section 6.7 (excluding clauses (d) and (r) thereof), Borrower shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, Borrower shall have the option, directly or through one or more of the other Credit Parties, to invest (or commit to invest, pursuant to a binding contractual agreement that contemplates the consummation of such investment within 15 months of such receipt) such Net Asset Sale Proceeds within 365 days of receipt thereof in assets of the general type used or useful in the business of the Credit Parties.  Notwithstanding the foregoing, the Credit Parties may use a portion of such Net Asset Sale Proceeds to prepay or repurchase New Senior Notes and other Indebtedness of the Credit Parties that ranks pari passu in right of security with the Loans (“Pari Passu In-

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debtedness”) to the extent the indenture or other agreement therefor requires the Credit Parties to prepay or make an offer to purchase such Pari Passu Indebtedness with the proceeds of such Asset Sale, in each case in an amount not to exceed the product of (x) the amount of such Net Asset Sale Proceeds multiplied by (y) a fraction, the numerator of which is the aggregate outstanding principal amount of the Pari Passu Indebtedness with respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of which is the sum of the outstanding principal amount of such Pari Passu Indebtedness and the outstanding principal amount of Loans on the date of such prepayment.

(b)           Insurance/Condemnation Proceeds. Subject to the Cooperation Agreement, no later than the fifth Business Day following the date of receipt by the Credit Parties, or Administrative Agent as loss payee, of any Net Loss Proceeds, Borrower shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to such Net Loss Proceeds; provided, so long as no Event of Default shall have occurred and be continuing, Borrower shall have the option, directly or through one or more of its Subsidiaries that are Guarantors to invest (or commit to invest) such Net Loss Proceeds within 365 days of receipt thereof in assets of the general type used or useful in the business of the Credit Parties, which investment may include the repair, restoration or replacement of the applicable assets thereof.  Notwithstanding the foregoing, the Credit Parties may use a portion of such Net Loss Proceeds to prepay or repurchase Pari Passu Indebtedness to the extent the indenture or other agreement therefor requires the Credit Parties to prepay or make an offer to purchase such Pari Passu Indebtedness with such Net Loss Proceeds, in each case in an amount not to exceed the product of (x) the amount of such Net Loss Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of the Pari Passu Indebtedness with respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of which is the sum of the outstanding principal amount of such Pari Passu Indebtedness and the outstanding principal amount of Loans on the date of such prepayment.

(c)           Issuance of Debt.  On the fifth Business Day following receipt by the Credit Parties of any Cash proceeds from the incurrence of any Indebtedness of any Credit Parties (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1 (other than Section 6.1(s)) (or, with respect to clause (ii) below, as promptly as practicable thereafter), Borrower shall use an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable and documented costs and expenses associated therewith, including reasonable legal fees and expenses (such amount being the “Net Debt Proceeds”) (i) to prepay the Loans and/or permanently reduce the Revolving Commitments as set forth in Section 2.15(b), and/or (ii) repay, redeem, purchase or defease any LVSC Debt that is guaranteed by the Credit Parties.

(d)           Revolving Loans and Swing Loans.  Borrower shall from time to time prepay first, the Swing Line Loans, and second, the Revolving Loans to the extent necessary so that the Total Utilization of Revolving Commitments shall not at any time exceed the Revolving Commitments then in effect.

(e)           Prepayment Certificate.  Concurrently with any prepayment of the Loans and/or reduction of the Revolving Commitments pursuant to Sections 2.14(a) through 2.14(c),

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Borrower shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount (the “Net Proceeds Amount”) of the applicable Net Asset Sale Proceeds, Net Loss Proceeds or Net Debt Proceeds, as the case may be, that gave rise to such prepayment.  In the event that Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, Borrower shall promptly make an additional prepayment of the Loans and/or the Revolving Commitments shall be permanently reduced in an amount equal to such excess, and Borrower shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional Net Proceeds Amount resulting in such excess.

(f)           Drawings on Conforming L/Cs.  In the event that any Conforming L/C Draw Event shall have occurred, Administrative Agent may draw down on each outstanding Conforming L/C in its entirety.  For the avoidance of doubt, a Conforming L/C Draw Event shall be in addition to any Event of Default described in Section 8 that may have occurred and be continuing, and (i) Administrative Agent shall not be required to exercise any rights or remedy under Section 8 in order to draw on the Conforming L/Cs and (ii) any drawing on a Conforming L/C shall not be deemed to be a waiver of any Event of Default.  Notwithstanding the foregoing, at the request of Borrower, Administrative Agent shall release any Conforming L/C or a portion thereof in its possession to Borrower, provided that each of the following conditions shall have been satisfied:  (i) no Conforming L/C Draw Event shall have occurred and be continuing, (ii) Borrower shall at such time be in compliance with Section 6.6 and shall have been in compliance therewith for the preceding four consecutive quarters (without giving effect to any such Conforming L/C or a portion thereof or any substitute cash equity contribution by Adelson or his Affiliates), (iii) no Event of Default or Potential Event of Default shall have occurred and be continuing and (iv) since the last day of the preceding calendar year, no event or change shall have occurred that caused, in any case or in the aggregate, a Material Adverse Effect.

2.15.   Application of Prepayments/Reductions.

(a)           Application of Voluntary Prepayments by Type of Loans.

Any prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified by Borrower in the applicable notice of prepayment; provided, any prepayment of Term Loans shall be allocated to the Term Loans on a pro rata basis or, at the option of Borrower, allocated to the Term B Loans on a pro rata basis (in each case in accordance with the respective outstanding principal amounts thereof), and applied on a pro rata basis to reduce the scheduled remaining Installments of principal of the Term B Loans or the Other Term Loans, as the case may be.

(b)           Application of Mandatory Prepayments by Type of Loans.  Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(c) shall be applied as follows:

first, to prepay Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied on a pro rata basis to the remaining scheduled Installments of principal of the Term Loans; provided, that Borrower may elect to apply prepayments required by Section 2.14(c) first, to prepay Term B Loans on a pro rata basis before prepaying Other Term Loans;

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second, to prepay the Swing Line Loans to the full extent thereof;

third, to prepay the Revolving Loans to the full extent thereof;

fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit; and

fifth, to cash collateralize Letters of Credit.

(c)           The Borrower shall be required to apply all PA Subsidiary Net Asset Sale Proceeds received, directly or indirectly, by any Credit Party first to repay in full all amounts outstanding under the PA Investment Note owed by the PA Subsidiaries and second, up to an aggregate amount of $500,000,000, to prepay (with the proceeds received from the repayment of the PA Investment Note or otherwise) and permanently reduce the Revolving Commitments, in each case, within five Business Days of the receipt thereof.

(d)           Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans.  Considering each Class of Loans being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case, in a manner which minimizes the amount of any payments required to be made by Borrower pursuant to Section 2.18(c).

2.16.   General Provisions Regarding Payments.

(a)           All payments by Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 2:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Borrower on the next succeeding Business Day.

(b)           All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal.

(c)           Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by Administrative Agent.

(d)           Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender

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makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter.

(e)           Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder.

(f)           Borrower hereby authorizes Administrative Agent to charge Borrower’s accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose); provided that with respect to fees and expenses, the Administrative Agent has delivered to Borrower an invoice setting forth the amounts due in reasonable detail, and Borrower has not paid such amounts within three Business Days.

(g)           Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 2:00 p.m. (New York City time) to be a non-conforming payment.  Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day.  Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming.  Any non-conforming payment may constitute or become a Potential Event of Default or Event of Default in accordance with the terms of Section 8.1(a).  Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid in full.

(h)           If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of any of the Secured Obligations, shall be applied in accordance with the application arrangements described in Section 7.2 of the Security Agreement.

2.17.   Ratable Sharing.  Lenders hereby agree among themselves that, unless otherwise provided in the Collateral Documents or Section 2.18, 2.19 or 2.20 hereof with respect to amounts realized from the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Ag-

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gregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest; provided, further, that the provisions of this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in any payment or disbursement made by the Issuing Bank pursuant to a Letter of Credit to any assignee or participant in any drawing under a Letter of Credit.  Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

2.18.   Making or Maintaining Eurodollar Rate Loans.

(a)           Determining Applicable Interest Rate.  As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.  In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Rate Loans until such time as Administrative Agent notifies Borrower and Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be a request for the making of, conversion to, or continuation of the applicable Loans as Base Rate Loans.

(b)           Illegality or Impracticability of Eurodollar Rate Loans.  In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Borrower and Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law,

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treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender).  Thereafter (1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (2) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Affected Lender’s obligation to maintain its outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination.  Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Borrower shall have the option, subject to the provisions of Section 2.18(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender).  Except as provided in the immediately preceding sentence, nothing in this Section 2.18(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms hereof.

(c)           Compensation for Breakage or Non-Commencement of Interest Periods.  Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts and shall be conclusive and binding absent manifest error), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits or margin) which such Lender may sustain:  (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by Borrower.  Notwithstanding the foregoing, Borrower shall not be required to compensate a Lender for any amount under this paragraph if the event (or change in law or regulation or other action) giving rise to

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such loss, expense or liability occurred more than 180 days prior to the date such Lender submits the statement referred to in the preceding sentence.

(d)           Booking of Eurodollar Rate Loans.  Any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

(e)           Assumptions Concerning Funding of Eurodollar Rate Loans.  Calculation of all amounts payable to a Lender under this Section 2.18 and under Section 2.19 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided, however, each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.18 and under Section 2.19.

2.19.   Increased Costs; Capital Adequacy.

(a)           Compensation For Increased Costs and Taxes.  Subject to the provisions of Section 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or Governmental Authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other Governmental Authority or quasi-governmental authority (whether or not having the force of law):  (i) subjects such Lender (or its applicable lending office) or the Administrative Agent to any additional Tax (other than (A) Indemnified Taxes and Other Taxes that are indemnified under Section 2.20 and (B) Excluded Taxes) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office)

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with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender or the Administrative Agent, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender or the Administrative Lender, as applicable for any such increased cost or reduction in amounts received or receivable hereunder.  Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.  Notwithstanding the foregoing, Borrower shall not be required to compensate a Lender for any amount under this paragraph if the event (or change in law or regulation or other action) giving rise to such loss, expense, liability, additional Tax or increased cost occurred more than 180 days prior to the date such Lender submits the statement referred to in the preceding sentence.  Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III shall in each case be deemed to be a change in law, regardless of the date enacted, adopted or issued.

(b)           Capital Adequacy Adjustment.  In the event that any Lender (which term shall include Issuing Bank for purposes of this Section  2.19(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy or liquidity, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy or liquidity), then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.  Notwithstanding the foregoing, Borrower shall not be required to compensate a Lender for any amount under this paragraph if the event (or change in law or regulation or other action) giving rise to such loss, expense or liability occurred more than 180 days prior to the date such Lender submits the statement referred to in the preceding sentence.  Notwithstanding anything herein to the contrary, (x)

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the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III shall in each case be deemed to be a change in law, regardless of the date enacted, adopted or issued.

2.20.   Taxes; Withholding, etc.

(a)           Payments to Be Free and Clear.  All sums payable by or on behalf of any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax other than (i) net income taxes, franchise taxes (imposed in lieu of net income taxes) and U.S. federal backup withholding taxes, in each case imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent’s or such Lender’s having executed, delivered or performed its obligations or received a payment under, secured or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, this Agreement or any other Credit Document, or sold or assigned an interest in any Loan or Credit Document), (ii) any branch profits taxes or any similar tax imposed by any other jurisdiction described in clause (i) above, (iii) any taxes that are attributable to the applicable Lender’s failure to comply with the requirements of Section 2.20(c), (iv) in the case of any Non-US Lender, any U.S. federal withholding taxes resulting from any law in effect (including FATCA) on the date such Non-US Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment (other than pursuant to an assignment request by the Borrower under Section 2.23), to receive additional amounts from Borrower with respect to such non excluded Taxes pursuant to this Section 2.20 (such excluded taxes hereinafter referred to as “Excluded Taxes”), or (v) any taxes that are imposed as a result of any event occurring after the Lender becomes a Lender other than a change in any applicable law, treaty or governmental rule, regulation or order or any change in the interpretation, administration or application thereof.

(b)           Withholding of Taxes.  If any Credit Party, the Administrative Agent or any other Person is required by law to make any deduction or withholding on account of any such Tax other than an Excluded Tax from any sum paid or payable by any Credit Party to Administrative Agent or any Lender under any of the Credit Documents (such Person, the “Withholding Agent”), then: (i) the applicable Withholding Agent shall make such deduction or withholding; (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with the applicable law; and (iii) the sum payable by the applicable Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or any Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made.

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(c)           Evidence of Payments.  As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this Section 2.20, such Credit Party shall deliver to Administrative Agent a copy of the receipt or other evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

(d)           Payment of Other Taxes by the Borrower.  The Borrower shall timely pay to the relevant Governmental Authority  in accordance with the applicable law any Other Taxes.

(e)           Indemnification by the Borrower.  The Borrower shall indemnify and hold harmless the Administrative Agent and each Lender within 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20), and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender or the Administrative Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error.

(f)           [Reserved].

(g)           Status of Lenders.

(i)           Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Each Lender shall, whenever a lapse of time or change in circumstances renders such documentation (including any specific documents required below in clause (g)(ii)) obsolete, expired or inaccurate in any material respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so.  Notwithstanding anything to the contrary in the preceding three sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.20(d)(ii)(1), (d)(ii)(2) and (d)(ii)(4) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial

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position of such Lender.  Notwithstanding any other provision of this clause (g), a Lender shall not be required to deliver any form that such Lender  is not legally eligible to deliver.

(ii)           Without limiting the generality of the foregoing,

(1) each Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent) executed originals of U.S. Internal Revenue Service (“IRS”) Form W-9, certifying that such Lender is exempt from U.S. federal backup withholding tax;

(2) each Non-U.S. Lender shall deliver to the Borrower or the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), whichever of the following is applicable:

A. executed originals of IRS Form W-8BEN claiming the benefits of an income tax treaty to which the United States is a party;

B. executed originals of IRS Form W-8ECI;

C. in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit B-1, Exhibit B-2, Exhibit B-3 or Exhibit B-4, as appropriate, to the effect that such Non-U.S. Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or

D. to the extent a Non-U.S. Lender is a partnership or is not the beneficial owner, executed originals of

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IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-4, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-4 on behalf of each such direct and indirect partner;

(3) any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Holder becomes a Lender under this Agreement (and from time to time thereafter upon reasonable request of the Borrower or Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(4) If a payment made to any Lender under this Agreement or any other Credit Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment.  Solely for pur-

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poses of this Section 2.20(g)(ii)(4), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(h)           Treatment of Certain Refunds.  If a Lender or the Administrative Agent receives a refund that it determines in its sole discretion is in respect of any Taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to Section 2.20(b), it shall within 30 days from the date of such receipt pay over the amount of such refund to  Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by  Borrower under this Section 2.20 with respect to Taxes giving rise to such refund) net of all reasonable out-of-pocket expenses (including Taxes) of such Lender or the Administrative Agent and without interest (other than interest paid by the relevant taxation authority with respect to such refund); provided that Borrower, upon request of the Administrative Agent or such Lender, agrees to repay the amount paid over to Borrower (plus any penalty, interest or other charges imposed by the relevant taxing authority) to the Administrative Agent or any Lender in the event the Administrative Agent or such Lender is required to repay such refund.  This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or other information relating to its Taxes which it deems confidential) to Borrower or any other Person.

(i)           Survival.  Each party’s obligations under this Section 2.20 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the this Agreement and the repayment, satisfaction or discharge of all obligations under any Credit Document.

(j)           Issuing Banks and Swing Line Lenders.  For the avoidance of doubt, the term “Lender,” for purposes of this Section 2.20, shall include the Issuing Bank and any Swing Line Lender.

2.21.   Obligation to Mitigate.  Each Lender (which term shall include Issuing Bank for purposes of this Section 2.21) agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans or Letters of Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans or Letters of Credit through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans or Letters of Credit or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Borrower agrees to pay all incremental expenses incurred by such Lender as a direct result of

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utilizing such other office as described above.  A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.  Each Lender and Issuing Bank agrees that it will not request compensation under Sections 2.18, 2.19 or 2.20 unless such Lender or Issuing Bank requests compensation from borrowers under other lending arrangements with such Lender or Issuing Bank who are similarly situated.

2.22.   Defaulting Lenders.

(a)           Defaulting Lender Adjustments.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i)           Waivers and Amendments.  Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of “Requisite Lenders”.

(ii)           Defaulting Lender Waterfall.  Any payment of principal, interest, fees or other amounts received by the Administrative Agent hereunder for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows:  first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swing Line Lender hereunder, third, if so determined by the Administrative Agent or requested by the Issuing Bank, to be held as cash collateral for future funding obligations of that Defaulting Lender to the Issuing Bank hereunder, fourth, as the Borrower may request (so long as no Potential Event of Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement, sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, seventh, so long as no Potential Event of Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction.  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to

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post cash collateral pursuant to this Section 2.22 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)           Certain Fees.

(1) No Defaulting Lender shall be entitled to receive any commitment fee pursuant to Section 2.11(a)(i) for any period during which that Lender is a Defaulting Lender.

(2) Each Defaulting Lender shall be entitled to receive letter of credit fees pursuant to Section 2.11(a)(ii) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its pro rata share of the stated amount of Letters of Credit for which it has provided cash collateral.

(3) With respect to any such commitment fee or letter of credit fee not required to be paid to any Defaulting Lender pursuant to clause (1) or (2) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the Issuing Bank and the Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the Issuing Bank’s or the Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv)           Reallocation of Participations to Reduce Fronting Exposure.  All or any part of such Defaulting Lender’s participation in Letters of Credit and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective pro rata Commitments (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment.  No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v)           Cash Collateral, Repayment of Swing Line Loans.  If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, within three (3) Business Days following the written request of the (i) Administrative Agent or (ii) the Swing Line Lender or the Issuing Bank, as applicable (with a copy to the

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Administrative Agent), (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lender’s Fronting Exposure and (y) second, cash collateralize the Issuing Bank’s Fronting Exposure.

(b)           Defaulting Lender Cure.  If the Borrower, the Administrative Agent and the Swing Line Lender and the Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held pro rata by the Lenders in accordance with their Revolving Commitments (without giving effect to Section 2.22(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c)           New Swing Line Loans/Letters of Credit.  So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Loan and (ii) the Issuing Bank shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

2.23.   Removal or Replacement of a Lender.  Anything contained herein to the contrary notwithstanding, in the event that:  (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section  2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, (ii) such Lender shall remain a Defaulting Lender, and (iii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of the Requisite Lenders or a majority of the applicable class of Lenders or affected Lenders, as the case may be, shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower shall pay the fees, if any, payable

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thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lender and the Defaulting Lender shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (b) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (c) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.11; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.18(c), 2.19 or 2.20; or otherwise as if it were a prepayment and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender and such assignment (together with any other assignments pursuant to this Section 2.23 or otherwise) will result in the applicable amendment, modification, termination, waiver or consent being approved; provided, Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or cash collateralized on terms reasonably satisfactory to the applicable Issuing Bank.  Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

2.24.   Incremental Commitments; Commitment Extensions; Refinancing Indebtedness.

(a)           The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments and/or Incremental Revolving Commitments (in the form of an increase in the aggregate principal amount of Initial Revolving Commitments), as applicable, in an amount not to exceed the Incremental Amount at the time such Incremental Commitments are established from one or more Incremental Term Lenders and/or Incremental Revolving Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans and/or Incremental Revolving Commitments, as the case may be, in their own discretion; provided, that each Incremental Revolving Lender providing a commitment to make revolving loans shall be subject to the approval of the Administrative Agent and, to the extent the same would be required for an assignment under Section 10.6, the Issuing Bank and the Swing Line Lender (which approvals shall not be unreasonably withheld) unless such Incremental Revolving Lender is a Revolving Lender or an Affiliate of a Revolving Lender; provided further that commitments to make additional Revolving Loans are on the same terms as any Class of Revolving Loans.  Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $100,000,000, or equal to the remaining Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Commitments are requested to become effective and (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are

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to be (x) commitments to make term loans with terms identical to Term B Loans or (y) commitments to make term loans with pricing, maturity, amortization, participation in mandatory prepayments and/or other terms different from the Term B Loans (“Other Term Loans”).

(b)           The Borrower and each Incremental Term Lender and/or Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender and/or Incremental Revolving Commitment of such Incremental Revolving Lender.  Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Term Loans and/or Incremental Revolving Commitments; provided that:

(i)           any commitments to make additional Term B Loans and/or additional Initial Revolving Loans shall have the same terms as the Term B Loans or Initial Revolving Loans, respectively,

(ii)           the Other Term Loans shall rank pari passu or, at the option of the Borrower, junior in right of security with the Term B Loans or shall be unsecured (provided that (X) if such Other Term Loans rank junior in right of security with  the Term B Loans, such Other Term Loans shall be subject to a Permitted Junior Intercreditor Agreement and, for the avoidance of doubt, shall not be subject to clause (v) below and (Y) if such Other Term Loans are unsecured, such Other Term Loans shall be subject to a subordination agreement the terms of which are consistent with market terms governing subordination arrangements for loans that are unsecured at the time such subordination agreement is proposed to be established, as determined by the Administrative Agent in the reasonable exercise of its judgment, and, for the avoidance of doubt, shall not be subject to clause (v) below),

(iii)           the final maturity date of any Other Term Loans shall be no earlier than the Term B Facility Maturity Date and, except as to pricing, amortization, final maturity date, participation in mandatory prepayments and ranking as to security, shall have (x) substantially the same terms as the Term B Loans or (y) such other terms (including as to guarantees and collateral) as shall be reasonably satisfactory to the Administrative Agent,

(iv)           the Weighted Average Life to Maturity of any Other Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans,

(v)           with respect to any Other Term Loan that ranks pari passu in right of security with the Term B Loans, the All-In Yield shall be the same as that applicable to the Term B Loans on the Closing Date, except that the All-In Yield in respect of any such Other Term Loan may exceed the All-In Yield in respect of such Term B Loans on the Closing Date by no more than 0.50%, or if it does so exceed such All-In Yield (such difference, the “Term Yield Differential”) then the Applicable Margin (or the “LIBOR floor” as provided in the following proviso) applicable to such Term B Loans shall be increased such that after giving effect to such increase, the Term Yield Differential shall

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not exceed 0.50%; provided that, to the extent any portion of the Term Yield Differential is attributable to a higher “LIBOR floor” being applicable to such Other Term Loans, such floor shall only be included in the calculation of the Term Yield Differential to the extent such floor is greater than the Adjusted Eurodollar Rate in effect for an Interest Period of three months’ duration at such time, and, with respect to such excess, the “LIBOR floor” applicable to the outstanding Term B Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Other Term Loans prior to any increase in the Applicable Margin applicable to such Term B Loans then outstanding;

(vi)           with respect to Incremental Revolving Loans, the All-In Yield of such Incremental Revolving Loans shall be the same as that applicable to the Initial Revolving Loans on the Closing Date, except that the All-In Yield in respect of any such Incremental Revolving Loans may exceed the All-In Yield in respect of such Initial Revolving Loans on the Closing Date by no more than 0.50%, or if it does so exceed such All-In Yield (such difference, the “Revolving Yield Differential”) then the Applicable Margin applicable to such Initial Revolving Loans shall be increased such that after giving effect to such increase, the Revolving Yield Differential shall not exceed 0.50%;

(vii)           the Other Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Term B Loans in any mandatory prepayment hereunder; and

(viii)           there shall be no obligor in respect of any Incremental Term Loan Commitments or Incremental Revolving Commitments that is not a Credit Party.

Each party hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments evidenced thereby as provided for in Section 10.5(e).  Any amendment to this Agreement or any other Credit Document that is necessary to effect the provisions of this Section 2.24 and any such collateral and other documentation shall be deemed “Credit Documents” hereunder and may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.

(c)           Notwithstanding the foregoing, no Incremental Term Loan Commitment or Incremental Revolving Commitment shall become effective under this Section 2.24 unless (i) on the date of such effectiveness, to the extent required by the relevant Incremental Assumption Agreement, the conditions set forth in Section 3.2(a)(iii) shall be satisfied and the Administrative Agent shall have received an Officer’s Certificate to that effect dated such date and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant Incremental Assumption Agreement and, to the extent required by the Administrative Agent, consistent with those delivered on the Closing Date under Section 3.1 and such additional customary documents and filings (including amendments to the Deeds of Trust and other Collateral Documents and title endorsement bringdowns) as the Administrative Agent may reasonably request to assure that the Incremental Term Loans and/or Revolving Loans in respect of Incremental Revolving Com-

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mitments are, if applicable, secured by the Collateral ratably with (or, to the extent set forth in the applicable Incremental Assumption Agreement, junior to) one or more Classes of then-existing Term Loans and Revolving Loans.

(d)           Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of the outstanding applicable Class of Term Loans on a pro rata basis, and (ii) all Revolving Loans in respect of Incremental Revolving Commitments, when originally made, are included in each Borrowing of the applicable Class of outstanding Revolving Loans on a pro rata basis.  The Borrower agrees that Section 2.18(c) shall apply to any conversion of Eurodollar Rate Loans to Base Rate Loans reasonably required by the Administrative Agent to effect the foregoing.

(e)           Notwithstanding anything to the contrary in this Agreement, including Section 2.17 (which provisions shall not be applicable to clauses (e) through (i) of this Section 2.24), pursuant to one or more offers made from time to time by the Borrower to all Lenders of any Class of Term Loans and/or Revolving Commitments, on a pro rata basis (based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding Term Loans of such Class and, in the case of an offer to the Lenders under any Revolving Facility, on the aggregate outstanding Revolving Commitments under such Revolving Facility, as applicable) and on the same terms (“Pro Rata Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Loans and/or Commitments of such Class and to otherwise modify the terms of such Lender’s Loans and/or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans).  For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, (i) in the case of an offer to the Lenders under any Class of Term Loans, that all of the Term Loans of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Commitments of such Revolving Facility are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same.  Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by an agreement extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or extending an existing Revolving Commitment (such extended Revolving Commitment, an “Extended Revolving Commitment”) (an “Extension Agreement”).  Each Pro Rata Extension Offer shall specify the date on which the Borrower proposes that the Extended Term Loan shall be made, which shall be a date not earlier than five Business Days after the date on which notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion).

(f)           The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Extension Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Commitments of such Extending Lender.  Each Extension Agreement shall specify the

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terms of the applicable Extended Term Loans and/or Extended Revolving Commitments; provided, that (x) no Potential Event of Default or Event of Default shall have occurred and be continuing at the time of such Extension and (y) (i) except as to interest rates, fees, any other pricing terms, amortization, final maturity date and participation in prepayments and commitment reductions (which shall, subject to clauses (ii) and (iii) of this proviso, be determined by the Borrower and set forth in the Pro Rata Extension Offer), the Extended Term Loans shall have (x) the same terms as an existing Class of Term Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Extended Term Loans shall be no earlier than the latest Term Facility Maturity Date in effect on the date of incurrence, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans to which such offer relates, (iv) except as to interest rates, fees, any other pricing terms, participation in mandatory prepayments and commitment reductions and final maturity (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Commitment shall have (x) the same terms as an existing Class of Revolving Commitments or (y) have such other terms as shall be reasonably satisfactory to the Administrative Agent, (v) the final maturity date of any Extended Revolving Loans shall be no earlier than the latest Revolving Facility Maturity Date in effect on the date of incurrence and (vi) any Extended Term Loans and/or Extended Revolving Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder.  Upon the effectiveness of any Extension Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans and/or Extended Revolving Commitments evidenced thereby as provided for in Section 10.5(e).  Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.  If provided in any Extension Agreement with respect to any Extended Revolving Commitments, and with the consent of the Swing Line Lender and the Issuing Bank, participations in Swing Line Loans and Letters of Credit shall be reallocated to lenders holding such Extended Revolving Commitments in the manner specified in such Extension Agreement, including upon effectiveness of such Extended Revolving Commitment or upon or prior to the maturity date for any Class of Revolving Commitments.

(g)           Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Extended Term Loan and/or such Extending Lender’s Revolving Commitment will be automatically designated an Extended Revolving Commitment.

(h)           Notwithstanding anything to the contrary set forth in this Agreement or any other Credit Document (including without limitation this Section 2.24), (i) the aggregate amount of Extended Term Loans and Extended Revolving Commitments will not be included in the calculation of the Incremental Amount, (ii) the Extended Term Loans and Extended Revolving Commitments being requested shall be in minimum increments of $5,000,000 and a minimum amount of $100,000,000, or, in each case, such lesser amount approved by the Administrative Agent) (iii) any Extending Lender may extend all or any portion of its Term Loans and/or Revolving Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Term Loan and/or Extended Revolving Commitment), (iv) there shall be no condition to any Extension

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of any Loan or Commitment at any time or from time to time other than as specified in clause (f)(x) above and notice to the Administrative Agent of such Extension and the terms of the Extended Term Loan or Extended Revolving Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving Commitments and all obligations in respect thereof shall be Obligations of the relevant Credit Parties under this Agreement and the other Credit Documents that are secured by the Collateral on a pari passu basis with all other Obligations of the relevant Credit Parties under this Agreement and the other Credit Documents, (vi) neither the Issuing Bank nor the Swing Line Lender shall be obligated to provide Swing Line Loans or issue Letters of Credit under such Extended Revolving Commitments unless it shall have consented thereto and (vii) there shall be no obligor in respect of any such Extended Term Loans or Extended Revolving Commitments that is not a Credit Party.

(i)           Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments.

(j)           Notwithstanding anything to the contrary in this Agreement, including Section 2.17 (which provisions shall not be applicable to the establishment of Refinancing Term Loans pursuant to clauses (j) through (o) of this Section 2.24), the Borrower may by written notice to the Administrative Agent establish one or more additional tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”) pursuant to an amendment (a “Refinancing Amendment”), the Net Debt Proceeds of which are used to refinance in whole or in part any Class of Term Loans.  Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided, that:

(i)           before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 3.1 shall be satisfied to the extent required by the relevant Refinancing Amendment governing such Refinancing Term Loans;

(ii)           the final maturity date of the Refinancing Term Loans shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans;

(iii)           the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;

(iv)           the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees and expenses (including original issue discount) and accrued interest associated therewith;

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(v)           all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates or any other pricing terms and optional prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall be substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than, the terms, taken as a whole, applicable to the Term B Loans (except to the extent such covenants and other terms apply solely to any period after the Term B Facility Maturity Date or are otherwise reasonably acceptable to the Administrative Agent), as determined by the Borrower in good faith.  In addition, notwithstanding the foregoing, the Borrower may establish Refinancing Term Loans to refinance and/or replace all or any portion of a Revolving Commitment (regardless of whether Revolving Loans are outstanding under such Revolving Commitments at the time of incurrence of such Refinancing Term Loans), so long as (i) the aggregate amount of such Refinancing Term Loans does not exceed the aggregate amount of Revolving Commitments terminated at the time of incurrence thereof, (ii) if the Revolving Exposure outstanding on the Refinancing Effective Date would exceed the aggregate amount of Revolving Commitments outstanding in each case after giving effect to the termination of such Revolving Commitments, the Borrower shall take one or more actions such that such Revolving Exposure does not exceed such aggregate amount of Revolving Commitments in effect on the Refinancing Effective Date after giving effect to the termination of such Revolving Commitments (it being understood that (x) such Refinancing Term Loans may be provided by the Lenders holding the Revolving Commitments being terminated and/or by any other person that would be a permitted assignee hereunder and (y) the proceeds of such Refinancing Term Loans shall not constitute Net Debt Proceeds hereunder), (iii) the Weighted Average Life to Maturity of the Refinancing Term Loans shall be no shorter than the remaining life to termination of the terminated Revolving Commitments, (iv) the final maturity date of the Refinancing Term Loans shall be no earlier than the termination date of the terminated Revolving Commitments and (v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates or any other pricing terms and optional prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall be substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than, the terms, taken as a whole, applicable to the Term B Loans (except to the extent such covenants and other terms apply solely to any period after the Term B Facility Maturity Date or are otherwise reasonably acceptable to the Administrative Agent), as determined by the Borrower in good faith;

(vi)           (X) with respect to Refinancing Term Loans secured by Liens on the Collateral that rank junior in right of security to an existing Class of Term Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement and (Y) with respect to Refinancing Term Loans that are unsecured, such Refinancing Term Loans will be subject to a subordination agreement the terms of which are consistent with market terms governing subordination arrangements for loans that are unsecured at the time such subordination agreement is proposed to be established, as determined by the Administrative Agent in the reasonable exercise of its judgment;

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(vii)           there shall be no obligor in respect of such Refinancing Term Loans that is not a Credit Party; and

(viii)           the Refinancing Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Term B Loans in any prepayment hereunder.

(k)           The Borrower may approach any Lender or any other person that would be a permitted assignee pursuant to Section 10.6 to provide all or a portion of the Refinancing Term Loans; provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan.  Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Borrower.

(l)           Notwithstanding anything to the contrary in this Agreement, including Section 2.17 (which provisions shall not be applicable to clause (l) through (o) of this Section 2.24), the Borrower may by written notice to the Administrative Agent establish one or more additional Loan Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”) pursuant to a Refinancing Amendment, which replace in whole or in part any Class of Revolving Commitments under this Agreement.  Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided that:  (i) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 3.2 shall be satisfied to the extent required by the relevant Incremental Assumption Agreement governing such Replacement Revolving Commitments; (ii) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Commitments, the aggregate amount of Revolving Commitments shall not exceed the aggregate amount of the Revolving Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective Date; (iii) no Replacement Revolving Commitments shall have a final maturity date (or require commitment reductions or amortizations) prior to the Revolving Facility Maturity Date in effect at the time of incurrence for the Revolving Commitments being replaced; (iv) all other terms applicable to such Replacement Revolving Loan (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any letter of credit sublimit and swing line commitment under such Replacement Revolving Loan, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the replacement issuing bank and replacement swing line lender, if any, under such Replacement Revolving Commitments) taken as a whole shall be substantially similar to, or not

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materially less favorable to the Lenders providing such Replacement Revolving Commitments than, those, taken as a whole, applicable to the Initial Revolving Loans (except to the extent such covenants and other terms apply solely to any period after the latest Revolving Facility Maturity Date in effect at the time of incurrence or are otherwise reasonably acceptable to the Administrative Agent); (v) there shall be no obligor in respect of such Replacement Revolving Loan that is not a Credit Party and (vi) the Replacement Revolving Commitments may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Initial Revolving Loans in (x) any voluntary or mandatory prepayment or commitment reduction hereunder and (y) any Borrowing at the time such Borrowing is made.  In addition, the Borrower may establish Replacement Revolving Commitments to refinance and/or replace all or any portion of a Term Loan hereunder (regardless of whether such Term Loan is repaid with the proceeds of Replacement Revolving Loans or otherwise), so long as the aggregate amount of such Replacement Revolving Commitments does not exceed the aggregate amount of Term Loans repaid at the time of establishment thereof (it being understood that such Replacement Revolving Commitment may be provided by the Lenders holding the Term Loans being repaid and/or by any other Person that would be a permitted assignee hereunder) so long as (i) before and after giving effect to the establishment such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 3.2 shall be satisfied to the extent required by the relevant agreement governing such Replacement Revolving Commitments, (ii) the weighted average life to termination of such Replacement Revolving Commitments shall be not shorter than the Weighted Average Life to Maturity then applicable to the refinanced Term Loans, (iii) the final termination date of the Replacement Revolving Commitments shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans, (iv) the Replacement Revolving Loans are secured by Liens on Collateral on a pari passu basis with the Revolving Loans.

(m)           The Borrower may approach any Lender or any other person that would be a permitted assignee of a Revolving Commitment pursuant to Section 10.6 to provide all or a portion of the Replacement Revolving Commitments; provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment.  Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated an additional Class of Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any previously established Class of Revolving Commitments.

(n)           On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Lenders with Replacement Revolving Commitments of such Class shall purchase from each of the other Lenders with Replacement Revolving Commitments of such Class, at the principal amount thereof, such interests in the Replacement Revolving Loans and participations in Letters of Credit and Swing Line Loans under such Replacement Revolving Commitments of such Class then outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans and participations of such Replacement Revolving Commitments of such Class will be held by the Lenders thereunder ratably in accordance with their Replacement Revolving Commitments.

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(o)           Notwithstanding anything to the contrary set forth in this Agreement or any other Credit Document (including without limitation this Section 2.24), (i) the aggregate amount of Refinancing Term Loans and Replacement Revolving Commitments will not be included in the calculation of the Incremental Amount, (ii) the Refinancing Term Loans and Replacement Revolving Commitments being requested shall be in minimum increments of $5,000,000 and a minimum amount of $100,000,000, or, in each case, such lesser amount approved by the Administrative Agent) (iii) there shall be no condition to any incurrence of any Refinancing Term Loan or Replacement Revolving Commitment at any time or from time to time other than those set forth in clauses (j) or (l) above, as applicable, and (iv) all Refinancing Term Loans, Replacement Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Credit Documents that are secured by the Collateral on a pari passu basis with all other Obligations under this Agreement and the other Credit Documents or, if agreed by the Lender providing such Refinancing Term Loans or Replacement Revolving Commitments, on a junior basis or unsecured.

(p)           Notwithstanding anything in the foregoing to the contrary, (i) for the purpose of determining the number of Interest Periods with respect to Eurodollar Rate Loans upon the incurrence of any Incremental Term Loans or Incremental Revolving Loans, (x) to the extent the last date of Interest Periods for multiple Eurodollar Rate Borrowings under the Term Facilities fall on the same day, such Eurodollar Rate Borrowings shall be considered a single Eurodollar Rate Borrowing and (y) to the extent the last date of Interest Periods for multiple Eurodollar Rate Borrowings under the Revolving Facilities fall on the same day, such Eurodollar Rate Borrowings shall be considered a single Eurodollar Rate Borrowing and (ii) the initial Interest Period with respect to any Eurodollar Rate Borrowing of Incremental Term Loans or Incremental Revolving Loans may, at the Borrower’s option, be of a duration of a number of Business Days that is less than one month, and the Adjusted Eurodollar Rate with respect to such initial Interest Period shall be the same as the Adjusted Eurodollar Rate applicable to any then-outstanding Eurodollar Rate Borrowing as the Borrower may direct, so long as the last day of such initial Interest Period is the same as the last day of the Interest Period with respect to such outstanding Eurodollar Rate Borrowing.

SECTION 3.   CONDITIONS PRECEDENT

3.1.   Conditions to Effectiveness.  The effectiveness of this amendment and restatement of the Existing Credit Agreement in the form of this Agreement is subject to the satisfaction of the conditions precedent set forth in Section 8 of the Amendment Agreement.

3.2.   Conditions to the Making of Loans.

(a)           Conditions Precedent.  The obligation of each Lender to make any Loan on any Credit Date is subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions precedent:

(i)           Administrative Agent shall have received a fully executed and delivered Funding Notice or Issuance Notice, as the case may be, in each case signed by the chief executive officer, the principal financial officer, chief accounting officer, the president or the treasurer of Borrower or of the managing member of Borrower or by any ex-

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ecutive officer or senior vice president of Borrower or managing member designated by any of the above-described officers on behalf of Borrower in a writing delivered to the Administrative Agent; provided, however, that the Administrative Agent may rely upon the direct telephonic notice (not a voicemail or message) from such authorized officer of Borrower to an authorized representative of the Administrative Agent, so long as written notice from such authorized officer of Borrower is received by Administrative Agent at least one Business Day prior to funding for Eurodollar Rate Loans and on the funding date prior to funding for Base Rate Loans;

(ii)           after making the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect;

(iii)           as of such Credit Date:

(1) the representations and warranties contained herein and in the other Credit Documents shall be true, correct and complete in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date;

(2) no event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Funding Notice that would constitute an Event of Default or a Potential Event of Default;

(3) no order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Credit Date; and

(4) the Administrative Agent shall have received those documents, certificates and deliverables specified in Sections 8(i) and 9(a)-(e) of the Amendment Agreement required to be delivered as of such Credit Date.

(b)           Notices.  Any Notice shall be executed by an authorized officer in a writing delivered to Administrative Agent.  In lieu of delivering a Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to Administrative Agent on or before the applicable date of borrowing, continuation/conversion or issuance.  Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon

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any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faith.

3.3.   Conditions to Letters of Credit.  The issuance of any Letter of Credit hereunder (whether or not the applicable Issuing Bank is obligated to issue such Letter of Credit) on or after the Closing Date is subject to the following conditions precedent:

(a)           Issuance Notice.  On or before the date of issuance of such Letter of Credit, Administrative Agent shall have received, in accordance with the provisions of Section 2.4(b), an originally executed Issuance Notice, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Borrower or the managing member of Borrower or by any executive officer of Borrower or managing member designated by any of the above-described officers on behalf of Borrower in a writing delivered to the Administrative Agent, together with all other information specified in Section 2.4(b) and such other documents or information as the applicable Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit.

(b)           Other Conditions Precedent.  On the date of issuance of such Letter of Credit, all conditions precedent described in Section 3.2 shall be satisfied to the same extent as if the issuance of such Letter of Credit were the making of a Loan.

SECTION 4.   REPRESENTATIONS AND WARRANTIES

In order to induce Lenders and Issuing Bank to enter into this Agreement and to make each Credit Extension to be made thereby, each Credit Party represents and warrants to each Lender and Issuing Bank, on the Closing Date and on each Credit Date, that the following statements are true and correct:

4.1.   Organization; Requisite Power and Authority; Qualification.  Each Credit Party (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

4.2.   Equity Interests and Ownership.  The Equity Interests of Borrower and the Material Subsidiaries have been duly authorized and validly issued and (to the extent applicable under local law) are fully paid and non-assessable.  Except as set forth on Schedule 4.2, as of the Closing Date, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of the Material Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of the Material Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of the Material Subsidiaries of any additional membership interests or other Equity Interests of

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Borrower or any of the Material Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests of Borrower or any of the Material Subsidiaries.  Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries in its respective Subsidiaries as of the Closing Date.

4.3.   Due Authorization.  The execution and delivery of the Credit Documents and the performance of the obligations thereunder have been duly authorized by all necessary action on the part of each Credit Party that is a party thereto.

4.4.   No Conflict.  The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate (i) any provision of any law or any governmental rule or regulation applicable to Borrower or any of the Material Subsidiaries, (ii) any of the Organizational Documents of Borrower or any of the Material Subsidiaries, or (iii) any order, judgment or decree of any court or other agency of government binding on Borrower or any of the Material Subsidiaries; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Borrower or any of the Material Subsidiaries; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Borrower or any of the Material Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on behalf of Secured Parties, and Liens permitted under Section 6.2(x) if not granted under the Collateral Documents); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of Borrower or any of the Material Subsidiaries, except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders and except for any such violations, conflicts, breaches, defaults, approvals or consents the failure of which to obtain will not have a Material Adverse Effect.

4.5.   Governmental Consents.  Except as set forth on Schedule 4.5, execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority and except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Collateral Agent for filing and/or recordation, as of the Closing Date.

4.6.   Binding Obligation.  Each Credit Document has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

4.7.   Historical Financial Statements.  The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated basis and, to the extent expressly provided hereinabove, consolidat-

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ing basis), of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated basis, and, to the extent expressly provided hereinabove, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments.  As of the Closing Date, except for obligations under the Operative Documents, Borrower does not (and will not following the funding of the initial Loans) have any contingent obligation, or contingent liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, or condition (financial or otherwise) of Borrower and the Restricted Subsidiaries taken as a whole.

4.8.   Projections.On and as of the Closing Date, the projections of Borrower and its Subsidiaries for the period of Fiscal Year 2013 through and including Fiscal Year 2018 (the “Projections”) are based on good faith estimates and assumptions made by the management of Borrower; provided, the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material; provided, further, as of the Closing Date, management of Borrower believed that the Projections were reasonable and attainable.

4.9.   No Material Adverse Change.  Since December 31, 2012, no event, circumstance or change has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.

4.10.   Adverse Proceedings, etc.  As of the Closing Date, there are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect.  Neither Borrower nor any of the Material Subsidiaries (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

4.11.   Payment of Taxes.  Except as otherwise permitted under Section 5.3, all material tax returns and reports of Borrower required to be filed by it have been timely filed, and all material Taxes due and payable have been paid when due and payable other than any Taxes the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided on the books of Borrower.  Borrower has not received written notification of any proposed tax assessment against Borrower or any of its properties, other than any assessment that is being actively contested in good faith by appropriate proceedings and/or for which adequate reserves have been established in accordance with GAAP in Borrower’s books and records.

4.12.   Properties.

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(a)           Title.  The Credit Parties have (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii) valid licensed rights in (in the case of licensed interests in intellectual property) and (iv) good title to (in the case of all other personal property), all of their respective material properties and assets reflected in their respective Historical Financial Statements referred to in Section  4.7 or in the most recent financial statements delivered pursuant to Section 5.1, in each case, except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Section  6.7.  Except as permitted by this Agreement, all such properties and assets (or the interests or rights of the Credit Parties therein) are free and clear of Liens.

(b)           Real Estate.  As of the Closing Date, Schedule 4.12 contains a true, accurate and complete list of (i) all Material Real Estate Assets, and (ii) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Material Real Estate Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment.  As of the Closing Date, each agreement listed in clause (ii) of the immediately preceding sentence is in full force and effect, and except as set forth on Schedule 4.12, Borrower does not have knowledge of any default that has occurred and is continuing thereunder, and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles.

4.13.   Environmental Matters.  Neither Borrower nor any other Credit Party nor any PA Subsidiary nor any of their respective Facilities or operations is subject to any outstanding written order, consent decree or settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.  Neither Borrower nor any of the Material Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.  To Borrower’s and the Material Subsidiaries’ knowledge, there are and have been, no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Borrower or any of the Material Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.  Neither Borrower nor any of the Material Subsidiaries nor, to any Credit Party’s knowledge, any predecessor of Borrower or any of the Material Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any Facility, and none of Borrower’s or any of the Material Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.  Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.  To the Credit Parties’ knowledge, no event or condition has

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occurred or is occurring with respect to Borrower or any of the Material Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had, or could reasonably be expected to have, a Material Adverse Effect.

4.14.   No Defaults.  No Credit Party is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained under the Credit Documents, any LVSC Debt Document with respect to LVSC Debt that is guaranteed by such Credit Party, any FF&E Facility Agreements, any documents related to LVSC Aircraft Financing to which such Credit Party is a party, or any of its other Contractual Obligations, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect.

4.15.   Material Contracts.Schedule 4.15 contains a true, correct and complete list of all the Material Contracts in effect on the Closing Date, and except as described thereon or as could not reasonably be expected to have a Material Adverse Effect, all such Material Contracts are in full force and effect and no defaults currently exist thereunder.

4.16.   Governmental Regulation.  Neither Borrower nor any of its Restricted Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 2005, the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur the Indebtedness contemplated hereby, as applicable, other than the Nevada Gaming Laws or which may otherwise render all or any portion of the Secured Obligations unenforceable.  Neither Borrower nor any of its Restricted Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.  Incurrence of the Secured Obligations under the Credit Documents and the other documents governing the same complies with all applicable provisions of the Nevada Gaming Laws.

4.17.   Margin Stock.  No Credit Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock.  No part of the proceeds of the Loans made to such Credit Party will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock or for any purpose that violates, or is inconsistent with, the provisions of Regulation T, U or X of the Board of Governors.

4.18.   Employee Matters.  Neither Borrower nor any of the Material Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect.  There is (a) no unfair labor practice complaint pending against Borrower or any of the Material Subsidiaries, or to Borrower’s knowledge, threatened against any of them before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against Borrower or any of the Material Subsidiaries or to Borrower’s knowledge, threatened against any of them, (b) to Borrower’s knowledge, no strike or work stoppage in existence or threatened involving Borrower or any of the Material Subsidiaries, and (c) to Borrower’s knowledge, no union representation question

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existing with respect to the employees of Borrower or any of the Material Subsidiaries and, to Borrower’s knowledge, no union organization activity that is taking place, except (with respect to any matter specified in clause (a) , (b) or (c) above, either individually or in the aggregate) such as is not reasonably likely to have a Material Adverse Effect.

4.19.   Employee Benefit Plans.  No material liability to the PBGC (other than required premium payments), the Internal Revenue Service, any plan participant, or any Employee Benefit Plan or any trust established under Title IV of ERISA (other than with respect to the payment of benefits thereunder) has been or is reasonably expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates.  No ERISA Event has occurred or is reasonably expected to occur.  As of the Closing Date, other than an amount not to exceed $5,000,000, the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan.  As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is not greater than $50,000,000.  Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

4.20.   Certain Fees.  No broker’s or finder’s fee or commission will be payable with respect to the transactions contemplated hereby, except as payable to the Lenders in connection with the Amendment Agreement and to the Arrangers in connection with the transactions contemplated by the Amendment Agreement, and Borrower hereby indemnifies Lenders against, and agrees that it will hold Lenders harmless from, any claim, demand or liability for any such broker’s or finder’s fees alleged to have been incurred in connection herewith or therewith and any expenses (including reasonable fees, expenses and disbursements of counsel) arising in connection with any such claim, demand or liability.

4.21.   Solvency.  The Credit Parties are and, upon the incurrence of any Obligation by any Credit Party on any date on which this representation and warranty is made, will be, Solvent.

4.22.   Matters Relating to Collateral.

(a)           Creation, Perfection and Priority of Liens.  The execution and delivery of the Collateral Documents by the Credit Parties, together with the actions taken on or prior to the Closing Date pursuant to the Existing Credit Agreement and the Amendment Agreement are effective to create in favor of Collateral Agent for the benefit of the Secured Parties, as security for the Secured Obligations, subject to the exceptions contained in the Security Agreement, a valid and perfected First Priority Lien on all of the Collateral, and all filings and other actions neces-

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sary to perfect and maintain the perfection and priority status of such Liens have been duly made or taken and remain in full force and effect, other than the periodic filing of UCC continuation statements in respect of UCC financing statements or Intellectual Property Security Agreements filed by or on behalf of the Collateral Agent.  As of the Closing Date, no filing, recordation, re-filing or re-recording other than those listed on Exhibit Q is necessary to perfect and maintain the perfection of the interest, title or Liens of the Collateral Documents.

(b)           Permits.  No authorization, approval or other action by, and no notice to or filing with, any Governmental Authority is required for either (i) the pledge or grant by  the Credit Parties of the Liens purported to be created in favor of any Secured Party pursuant to any of the Collateral Documents or (ii) the exercise by any Secured Party of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings contemplated by Section  4.22(a) or as set forth in Schedule 4.22(b).

(c)           Absence of Third Party Filings.  Except such as may have been filed in favor of Administrative Agent or Collateral Agent as contemplated by Section 4.22(a) or filed to perfect a Lien permitted under Section 6.2, no effective UCC financing statement, fixture filing or other instrument similar in effect covering all or any part of the Collateral is on file in any filing or recording office.

(d)           Information Regarding Collateral.  All information supplied to Administrative Agent or Collateral Agent by or on behalf of Borrower with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects.

4.23.   Compliance with Statutes, etc.  Borrower and the Material Subsidiaries are in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of their business and the ownership of their property (including compliance with all applicable Environmental Laws with respect to any material Real Estate Asset or governing its business and the requirements of any permits issued under such Environmental Laws with respect to any such material Real Estate Asset or the operations of Borrower or any of its Subsidiaries), except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

4.24.   Disclosure.  None of the factual information (other than projections and pro forma financial information, forward looking information and information of a general economic nature, as to which no representation is made under this subsection), taken as a whole, furnished by or on behalf of Borrower or any other Credit Party in writing to Documentation Agents, Administrative Agent, Issuing Bank or any Lender for inclusion in the confidential information memorandum delivered to the Lenders contains any untrue statement of a material fact or omitted to state any material fact necessary to make such information, taken as a whole, not misleading.

4.25.   Patriot Act.  To the extent applicable, each Credit Party is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the

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foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto; (ii) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the “Patriot Act”), as amended, and regulations and guidance relating thereto.  No part of the proceeds of the Loans will be used, directly or indirectly, (x) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, or (y) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) or the U.S. State Department.

SECTION 5.   AFFIRMATIVE COVENANTS

Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations (other than contingent indemnification obligations for which no claim has yet been made) and cancellation, expiration, or cash collateralization (in accordance with the terms hereof) of all Letters of Credit, each Credit Party shall perform, and shall cause each of its Restricted Subsidiaries to perform, all covenants in this Section 5.

5.1.   Financial Statements and Other Reports.  Borrower will deliver to Administrative Agent(who will promptly deliver to the Lenders):

(a)           Quarterly Financial Statements.  As soon as available, and in any event within 50 days after the end of each Fiscal Quarter (other than the fourth Fiscal Quarter) of each Fiscal Year, commencing with the Fiscal Quarter in which the Closing Date occurs:

(i)           the quarterly report on Form 10-Q for such Fiscal Quarter of LVSC filed with the Securities and Exchange Commission, so long as such report includes a condensed consolidating financial information note that contains a column covering only the Credit Parties under the title “Guarantor Subsidiaries” or “Restricted Subsidiaries” pursuant to the rules and regulations of the Securities and Exchange Commission; or

(ii)           if such quarterly report does not contain all relevant information set forth in clause (i), either because the condensed consolidating financial information note set forth in clause (i) is no longer required under Rule 3-10 of Regulation S-X under the Securities Exchange Act of 1934, as amended, or because the guarantors referenced in such note are no longer identical to the Credit Parties, or for any other reason (it being understood, however, that the requirements of clause (i) shall apply at all times when the guarantors covered by the note referenced therein are identical to the Credit Parties), then, the quarterly report on Form 10-Q for such Fiscal Quarter of LVSC filed with the Securities and Ex-

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change Commission, which quarterly report shall include an additional substantially similar note, setting forth equivalent information to that set forth in the note described in clause (i), covering only the Credit Parties; or

(iii)           if such quarterly reports are no longer filed with the Securities and Exchange Commission, or if the Securities and Exchange Commission objects to the inclusion of the additional note required by clause (ii), at Borrower’s option:  (A) the consolidated balance sheets of the Credit Parties as at the end of such Fiscal Quarter and the related consolidated statements of operations and cash flows of the Credit Parties for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail, or (B) the financial statements of Borrower and its Subsidiaries provided to the Nevada Gaming Authorities for such Fiscal Quarter, which financial statements shall include accompanying consolidating information providing the consolidating balance sheet, statement of operations and statement of cash flows with respect to the Credit Parties separate from Borrower and its Subsidiaries, in each case (x) together with a Financial Officer Certification and a Narrative Report with respect thereto, and (y) which information shall be made publicly available if at the time of delivery LVSC continues to have any outstanding public securities;

(b)           Annual Financial Statements.  As soon as available, and in any event within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year in which the Closing Date occurs:

(i)           the annual report on Form 10-K for such Fiscal Year of LVSC filed with the Securities and Exchange Commission, so long as such report includes a condensed consolidating financial information note that contains a column covering only the Credit Parties under the title “Guarantor Subsidiaries” or “Restricted Subsidiaries” pursuant to the rules and regulations of the Securities and Exchange Commission; or

(ii)           if such annual report does not contain all relevant information set forth in clause (i), either because the condensed consolidating financial information note set forth in clause (i) is no longer required under Rule 3-10 of Regulation S-X under the Securities Exchange Act of 1934, as amended, or because the guarantors referenced in such note are no longer identical to the Credit Parties, or for any other reason (it being understood, however, that the requirements of clause (i) shall apply at all times when the guarantors covered by the note referenced therein are identical to the Credit Parties), then, the annual report on Form 10-K for such Fiscal Year of LVSC filed with the Securities and Exchange Commission, which annual report shall include an additional substantially similar note, setting forth equivalent information to that set forth in the note described in clause (i), covering only the Credit Parties; or

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(iii)           if such annual reports are no longer filed with the Securities and Exchange Commission, or if the Securities and Exchange Commission objects to the inclusion of the additional note required by clause (ii), at Borrower’s option:  (A) the consolidated balance sheets of the Credit Parties as at the end of such Fiscal Year and the related consolidated statements of operations and stockholders’ equity and cash flows of the Credit Parties for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all in reasonable detail, or (B) the financial statements of Borrower and its Subsidiaries provided to the Nevada Gaming Authorities for such Fiscal Year, which financial statements shall include accompanying consolidating information providing the consolidating balance sheet, statement of operations, and statement of cash flows with respect to the Credit Parties separate from Borrower and its Subsidiaries, in each case (x) together with a Financial Officer Certification and a Narrative Report with respect thereto, and (y) which information shall be made publicly available if at the time of delivery LVSC continues to have any outstanding public securities;

(iv)           with respect to such financial statements specified in clause (i), (ii) or (iii) above, (A) a report thereon of Deloitte and Touche LLP or other independent public accounting firm of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report shall be unqualified as to scope of audit, shall express no doubts about the ability of the Persons covered thereby to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of LVSC and its Subsidiaries or Borrower and the Restricted Subsidiaries, as applicable, as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) and (B) to the extent in conformity with the guidelines of the Public Company Accounting Oversight Board and the American Institute of Certified Public Accountants, a written statement by such independent public accounting firm stating (1) that their audit examination has included a review of the terms of this Agreement as they relate to accounting matters, and (2) whether, in connection with their audit examination, any condition or event that constitutes an Event of Default or Potential Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default that would not be disclosed in the course of their audit examination;

(c)           Compliance Certificate.  Together with each delivery of financial statements of LVSC and its Subsidiaries (or Borrower and the Restricted Subsidiaries, as the case may be) pursuant to Sections 5.1(a) and (b), (i) a duly executed and completed Officer’s Certificate of Borrower stating that the signers, on behalf of Borrower, have re-

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viewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of the Credit Parties during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Borrower has taken, is taking and proposes to take with respect thereto; and (ii) a duly executed and completed Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods covered by Section 6.6;

(d)           Statements of Reconciliation after Change in Accounting Principles.  If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of LVSC and its Subsidiaries (or Borrower and the Restricted Subsidiaries, as the case may be) delivered pursuant to Section 5.1(a) , (b) or (j) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, (i) (A) consolidated financial statements of the Credit Parties for the current Fiscal Year to the effective date of such change and the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case, prepared on a pro forma basis as if such change had been in effect during such periods and (B) of one or more statements of reconciliation for all such prior financial statements in form and substance reasonably satisfactory to Administrative Agent and (ii) a written statement of the chief accounting officer or chief financial officer of Borrower setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in Section 6.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

(e)           Accountants’ Reports.  Promptly upon receipt thereof (unless restricted by applicable professional standards), copies of all final reports submitted to Borrower by independent certified public accountants in connection with each annual, interim or special audit of the financial statements of Borrower and the Restricted Subsidiaries made by such accountants, including (unless specifically restricted by such accountants or the term of the letter) any comment letter submitted by such accountants to management in connection with their annual audit;

(f)           SEC Filings and Other Financial Reports.  Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by LVSC or any of its Subsidiaries to their security holders, (ii) all material regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by LVSC or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any similar Governmental Authority and (iii) to the extent prepared, any financial statements and reports concerning any Credit Party not delivered pursuant to Section 5.1(a) or

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(b).  In each case, the delivery requirements of this clause (f) shall be deemed satisfied if and when such documents are filed with the Securities and Exchange Commission.

(g)           Notice of Default.  Promptly upon any officer of Borrower obtaining knowledge (i) of any condition or event that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender has given any notice (other than to Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default, (ii) that any Person has given any notice to any Credit Party or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.1(b) or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officer’s Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Event of Default, Potential Event of Default, default, event or condition, and what action Borrower has taken, is taking and proposes to take with respect thereto;

(h)           Notice of Litigation.  Promptly upon any officer of Borrower obtaining knowledge of (i) the non-frivolous institution of, or threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting the Credit Parties, or any property of the Credit Parties (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lenders or (ii) any material development in any Proceeding that, in any case (A) has a reasonable possibility of giving rise to a Material Adverse Effect; or (B) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby and written notice thereof together with such other information as may be reasonably available to Borrower to enable Lenders and their counsel to evaluate such matters;

(i)           ERISA.  (i) Promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof, what action Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; (2) all notices received by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as Administrative Agent shall reasonably request;

(j)           Financial Plan.  As soon as practicable and in any event no later than 90 days after the beginning of each Fiscal Year, a consolidated plan and financial forecast for such Fiscal Year and each Fiscal Year (or portion thereof) through the earlier of (i) the final maturity date of the Loans and (ii) the next five Fiscal Years (a “Financial

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Plan”), including (A) a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of the Credit Parties for each such Fiscal Year, together with an explanation of the assumptions on which such forecasts are based, (B) forecasted consolidated statements of income and cash flows of the Credit Parties for each quarter of the next succeeding Fiscal Year and (C) forecasts demonstrating projected compliance with the requirements of Section 6.6 through the next three Fiscal Years;

(k)           Insurance Report.  As soon as practicable and in any event by the last day of each Fiscal Year, a report in form and substance reasonably satisfactory to Administrative Agent outlining all material insurance coverage maintained as of the date of such report by the Credit Parties and all material insurance coverage planned to be maintained by the Credit Parties in the immediately succeeding Fiscal Year;

(l)           Certain Notices.  Promptly upon receipt, copies of all material notices provided to Borrower by the Nevada Gaming Authorities and the equivalent authorities in Macau, Pennsylvania or Singapore; and

(m)           Ratings.  Borrower will furnish to Administrative Agent prompt written notice of any public announcement of a change in LVSC’s or Borrower’s Corporate Ratings by Moody’s, S&P or Fitch or any successor rating agencies.

(n)           [Intentionally Omitted]

(o)           Other Information.  With reasonable promptness, such other information and data with respect to Borrower or any of its Subsidiaries as from time to time may be reasonably requested by any Lender.

(p)           Public Information.  Concurrently with the delivery of any document or notice required to be delivered pursuant to this Section 5.1, Borrower shall indicate whether such document or notice contains material Nonpublic Information.  Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material Nonpublic Information with respect to LVSC, its Subsidiaries or its securities) and, if documents or notices required to be delivered pursuant to this Section 5.1 or otherwise are being distributed through IntraLinks/IntraAgency or another substantially equivalent website (the “Platform”), any document or notice that Borrower has indicated contains material Nonpublic Information shall not be posted on that portion of the Platform designated for such public-side Lenders.  If Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.1 contains material Nonpublic Information, Administrative Agent shall post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material Nonpublic Information with respect to LVSC, its Subsidiaries or its securities.

5.2.   Existence.  Except as otherwise permitted under Section 6.7, each Credit Party will at all times preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits material to its business; provided, no Credit Party (other than Borrower with respect to existence) shall be required to preserve any such existence, right or

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franchise, licenses and permits if such Person’s board of directors (or similar governing body) shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Person, and that the loss thereof is not disadvantageous in any material respect to such Person.

5.3.   Payment of Taxes and Claims.

(a)           Each Credit Party will pay all material Taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, no such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (i) adequate reserve or other appropriate provision, as shall be required in conformity with GAAP shall have been made therefor, and (ii) in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or claim.

(b)           No Credit Party will file or consent to the filing of any consolidated income tax return with any Person (other than any other Credit Party) unless such Person shall have entered into the Tax Sharing Agreement or another tax sharing agreement, in form and substance reasonably satisfactory to Administrative Agent.

5.4.   Maintenance of Properties.  Each Credit Party will maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material properties used or useful in the business of the Credit Parties, and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof except to the extent that Borrower determines in good faith not to maintain, repair, renew or replace such property if such property is no longer desirable in the conduct of their business and the failure to do so is not disadvantageous in any material respect to any Credit Party or the Lenders.  Borrower will operate the Venetian Facility and the Palazzo Facility at standards of operation at least substantially equivalent to the standards of operation of the Venetian Facility on the Closing Date.

5.5.   Insurance.  Borrower will maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance, third party property damage insurance, property insurance and business interruption insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of the Credit Parties as is required by its Material Contracts, and as may from time to time customarily be carried or maintained under similar circumstances by corporations of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for corporations similarly situated in the industry and which either (x) comply with the Cooperation Agreement with respect to loss payees and additional insureds or (y) not later than thirty (30) days after the Closing Date, name the Collateral Agent as mortgagee and loss payee (in the case

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of property insurance) or additional insured (in the case of liability insurance) on behalf of the Secured Parties (in the case of liability insurance); provided that deductibles in accordance with the Cooperation Agreement shall be deemed customary for purposes of this sentence.  Borrower shall (a) apply Net Loss Proceeds to restore, replace or rebuild the Resort Complex in accordance with the Cooperation Agreement and (b) apply any Net Loss Proceeds not applied as provided in clause (a) in accordance with Section 2.14(b) hereof.

If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Borrower shall, or shall cause each Credit Party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.

5.6.   Books and Records; Inspections.  Each Credit Party will keep proper books of record and accounts in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities.  Each Credit Party will permit authorized representatives designated by the Administrative Agent to visit and inspect any of the properties of any Credit Party once per calendar year (unless an Event of Default has occurred and is continuing, in which case authorized representatives of any Lender shall have the right to such visitation and inspection as often as may reasonably be requested, as coordinated by the Administrative Agent in a manner intended to not unreasonably disrupt normal business operations), to inspect, copy and take extracts from its and their financial and accounting records (to be used subject to customary confidentiality restrictions and to the extent permitted by law), and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants, if requested by Administrative Agent (provided that any designated representatives of Borrower may, if they so choose, be present at or participate in such discussion), all upon reasonable notice and at such reasonable times during normal business hours.

5.7.   Lenders Meetings.  Borrower will, upon the reasonable request of Syndication Agents, Administrative Agent or Requisite Lenders, participate in a meeting of Syndication Agents, Administrative Agent and Lenders once during each Fiscal Year to be held at Borrower’s corporate offices (or at such other location as may be agreed to by Borrower and Administrative Agent) at such time as may be agreed to by Borrower, Syndication Agents and Administrative Agent.

5.8.   Compliance with Laws.

(a)           Each Credit Party will comply with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including all Environmental Laws), noncompliance with which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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(b)           Each Credit Party shall, from time to time obtain, maintain, retain, observe, keep in full force and effect and comply in all material respects with the terms, conditions and provisions of all Permits as shall now or hereafter be necessary under applicable laws except any thereof the noncompliance with which could not reasonably be expected to have a Material Adverse Effect.

5.9.   Environmental.

(a)           Environmental Disclosure.  Borrower will deliver to Administrative Agent and Lenders:

(i)           as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower or any of its Restricted Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to material environmental matters at any Facility or with respect to any material Environmental Claims;

(ii)           promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken by Borrower or any other Person in response to (A) any Hazardous Materials Activities the existence of which is reasonably likely to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, are reasonably likely to result in a Material Adverse Effect, and (3) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws; and

(iii)           as soon as practicable following the sending or receipt thereof by Borrower or any of its Restricted Subsidiaries, a copy of any and all written communications with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to give rise to a Material Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Borrower or any of its Restricted Subsidiaries may be potentially responsible for any Hazardous Materials Activity.

(b)           Hazardous Materials Activities, Etc.  Each Credit Party shall promptly take, and shall cause each of its Restricted Subsidiaries promptly to take, any and all actions necessary to (i) cure any violation of applicable Environmental Laws by such Credit Party or its Restricted Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) make an appropriate response to any Environmental Claim against such Credit Party or any of its Restricted Subsidiaries and discharge any obligations it

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may have to any Person thereunder where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

5.10.   Compliance with Material Contracts.Each Credit Party shall comply, duly and promptly, in all material respects with its respective obligations and enforce all of its respective rights under all Material Contracts and all Resort Complex Operative Documents except where the failure to comply could not reasonably be expected to have a Material Adverse Effect.

5.11.   Subsidiaries.  In the event that any Person becomes a Wholly Owned Domestic Subsidiary (other than an Excluded Subsidiary or an Immaterial Subsidiary) of Borrower, Borrower shall (a) promptly (and in any event within 10 Business Days) cause such Wholly Owned Domestic Subsidiary to become a Guarantor hereunder and a Grantor under the Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Sections 8(b)-(e) and (i) and 9(a)-(f) of the Amendment Agreement and as may be required hereby and by the Collateral Documents to cause the Lien created by the Collateral Documents to be duly perfected to the extent required by such agreement in accordance with all applicable law.  With respect to each such Wholly Owned Domestic Subsidiary, Borrower shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Wholly Owned Domestic Subsidiary of Borrower, and (ii) all of the data required to be set forth in Schedule 4.2 with respect to all Subsidiaries of Borrower; and such written notice shall be deemed to supplement Schedule 4.2 for all purposes hereof.

5.12.   Additional Material Real Estate Assets.  In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Sections 3.1(f) and 3.1(g) of the 2007 Credit Agreement with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.

5.13.   FF&E.  Borrower agrees that it will use commercially reasonable efforts to maintain the eligibility of any Specified FF&E which a Credit Party has purchased with the proceeds of a FF&E Facility as collateral under such FF&E Facility.

5.14.   [Intentionally Omitted]

5.15.   Further Assurances.Without expense or cost to Administrative Agent, Collateral Agent, or the Lenders, each Credit Party shall, from time to time hereafter, execute, acknowledge, file, record, do and deliver all and any further acts, deeds, conveyances, mortgag-

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es, deeds of trust, deeds to secure debt, security agreements, hypothecations, pledges, charges, assignments, financing statements and continuations thereof, notices of assignment, transfers, certificates, assurances and other instruments as Administrative Agent or Collateral Agent may from time to time reasonably require in order to carry out more effectively the purposes of this Agreement or the other Credit Documents, including to subject any items of Collateral, intended to now or hereafter be covered, to the Liens created by the Collateral Documents, to perfect and maintain such Liens (in the case of any aircraft constituting Collateral acquired by a Credit Party, it being understood that such Credit Party shall perfect such Liens within 90 days of the date of such acquisition), and to assure, convey, assign, transfer and confirm unto Administrative Agent or Collateral Agent the property and rights hereby conveyed and assigned or intended to now or hereafter be conveyed or assigned or which any Credit Party may be or may hereafter become bound to convey or to assign to Administrative Agent or Collateral Agent or for carrying out the intention of or facilitating the performance of the terms of this Agreement, or any other Credit Documents or for filing, registering or recording this Agreement or any other Credit Documents.  In addition to the foregoing, Borrower shall, at the request of Collateral Agent, deliver, from time to time, to Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.  Promptly upon a reasonable request each Credit Party shall execute and deliver, and hereby authorizes the Agent to execute and file in the name of such Credit Party, to the extent the Administrative Agent or Collateral Agent may lawfully do so, one or more financing statements, chattel mortgages or comparable security instruments to evidence more effectively the Liens of the Collateral Documents upon the Collateral.

5.16.   Maintenance of Ratings.  At all times, Borrower shall use commercially reasonable efforts to maintain (i) ratings by not less than two of Moody’s, S&P and Fitch with respect to the credit facilities hereunder, and (ii) corporate family ratings by not less than two of Moody’s, S&P and Fitch with respect to Borrower.

5.17.   PA Sale Proceeds.  Borrower shall cause each PA Subsidiary that receives proceeds from a sale or other transfer of all or any portion of a PA Project to apply all such net after-tax proceeds (net of the share of such proceeds that would be payable to other equity holders in such PA Subsidiary in accordance with its Organizational Documents) first, to repay in full all amounts outstanding under the PA Investment Note owed by it and second, to make dividends or other distributions to the Credit Parties, in each case, within five Business Days of the receipt thereof.  Upon receipt of such proceeds, the Credit Parties shall be required to prepay and permanently reduce Revolving Commitments hereunder in accordance with Section 2.15(c).

5.18.   Real Estate Matters.No later than 60 days following each incurrence of secured New Senior Notes, Borrower shall, if reasonably requested by Collateral Agent (or may, with the consent of the Collateral Agent), deliver or cause to be delivered the following:

(i)           amendments to the Security Agreement or any other Collateral Document for purposes of securing any New Senior Notes thereunder and reflecting the terms of the First Lien Intercreditor Agreement and to each Deed of Trust to which a Credit Party is then party (except to the extent the Administrative Agent determines such amendment is not required) for purposes of providing the benefit of the security interest of such Deed of Trust for the benefit of the holders of such New Senior Notes on substan-

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tially the same basis as is provided under the Security Agreement (and with such other changes as are reasonably acceptable to the Collateral Agent and Borrower);

(ii)           executed legal opinions, in form and substance reasonably satisfactory to the Collateral Agent, with respect to such amended Deed of Trust; and

(iii)           title policy endorsements, opinions and flood hazard determinations and evidence of insurance consistent with those required pursuant to Sections 8(i) and 9(a)-(e) of the Amendment Agreement.

SECTION 6.   NEGATIVE COVENANTS

Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations (other than contingent indemnification obligations for which no claim has yet been made) and cancellation, expiration, or cash collateralization (in accordance with the terms of this Agreement) of all Letters of Credit, such Credit Party shall perform, and shall cause each of its Restricted Subsidiaries to perform, all covenants in this Section 6.

6.1.   Indebtedness.  No Credit Party shall, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except:

(a)           the Secured Obligations and other Indebtedness created hereunder (including pursuant to Section 2.24);

(b)           subject to the last sentence of this Section 6.1, (i) Indebtedness existing on the Closing Date in an aggregate principal amount for all such Indebtedness of less than $25,000,000 and (ii) other Indebtedness existing on the Closing Date and set forth on Schedule 6.1 and, in each case, refinancing of such Indebtedness in a principal amount not in excess of that which is outstanding on the Closing Date (as such principal amount has been permanently reduced following the Closing Date) (plus Refinancing Fees);

(c)           the Credit Parties may become and remain liable with respect to Investments permitted by Section 6.3 to the extent constituting Indebtedness;

(d)           any Credit Party may become and remain liable for Indebtedness represented by FF&E Facilities or any refinancing thereof pursuant to the terms hereof in an aggregate principal amount not to exceed at any time the greater of (i) 6.70% of Consolidated Total Assets and (ii) $250,000,000 (plus, in connection with any refinancing of such FF&E Facilities, Refinancing Fees);

(e)           Indebtedness of any Guarantor to Borrower or to any other Guarantor, or of Borrower to any Guarantor; provided, (i) all such Indebtedness in the form of loans shall be evidenced by the Intercompany Note, which shall be subject to a First Priority Lien pursuant to the Security Agreement, (ii) all such Indebtedness in the form of loans shall be unsecured and subordinated in right of payment to the payment in full of the Secured Obligations pursuant to the terms of the Intercompany Note, and (iii) any payment by any such Guarantor under any guaranty of the Secured Obligations shall result in a pro

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tanto reduction of the amount of any Indebtedness owed by such Subsidiary to Borrower or to any of its Subsidiaries for whose benefit such payment is made;

(f)           any Credit Party may become and remain liable for Non-Recourse Financing used to finance the construction, installation, purchase or lease of personal or real property for use in the business of a Credit Party (and any refinancing of such Indebtedness); provided that the Indebtedness incurred pursuant to this clause (f) shall not exceed the greater of (i) 2.00% of Consolidated Total Assets and (ii) $75,000,000 (plus Refinancing Fees) outstanding at any time;

(g)           to the extent that such incurrence does not result in the incurrence by any Credit Party of any obligation for the payment of borrowed money of others, Indebtedness of any Credit Party incurred solely in respect of (i) 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, statutory claims of lessors, licensees, contractors, franchisees or customers, bonds securing the performance of judgments or a stay of process in proceedings to enforce a contested liability or in connection with any order or decree in any legal proceeding, provided, that such Indebtedness was incurred in the ordinary course of business of such Credit Party and in an aggregate principal amount outstanding under this clause (i) at any one time of less than the greater of (x) 2.30% of Consolidated Total Assets and (y) $85,000,000 and (ii) bonds securing the performance of judgments or a stay of process in proceedings to enforce a contested liability or in connection with any order or decree in any legal proceeding, to the extent that such Indebtedness is in an aggregate principal amount outstanding under this clause (ii) at any one time of less than $100,000,000;

(h)           so long as no Potential Event of Default or Event of Default has occurred and is continuing or would result therefrom (other than any Potential Event of Default or Event of Default that would be cured by the incurrence thereof) on the date of incurrence thereof, any Credit Party may become and remain liable with respect to (x) unsecured Indebtedness; provided that at the time of incurrence, (i) Borrower’s Consolidated Senior Leverage Ratio does not exceed 5.50:1.00 on a pro forma basis after giving effect to the incurrence of such Indebtedness and the use of proceeds therefrom; (ii) the weighted average life shall be no earlier than a date six months following the latest Term Facility Maturity Date; (iii) the applicable final maturity date of such Indebtedness shall be a date not earlier than six months following the latest Term Facility Maturity Date; and (iv) the covenants, defaults (and events of default), redemption and other prepayment events, remedies, acceleration rights, subordination provisions and other material terms applicable to such Indebtedness shall not be materially more restrictive to the Credit Parties, taken as a whole, than such provisions contained in this Agreement, as reasonably determined by the board of directors of Borrower and (y) any refinancing of such Indebtedness;

(i)           so long as no Potential Event of Default or Event of Default has occurred and is continuing or would result therefrom on the date of incurrence thereof, any Credit Party may become and remain liable with respect to (x) other Indebtedness in an aggregate principal amount not to exceed, at any time outstanding the greater of (i) 1.35% of

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Consolidated Total Assets and (ii) $50,000,000 and (y) any refinancing of such Indebtedness;

(j)           the incurrence by any Credit Party of Indebtedness (which may include Capital Lease obligations, mortgage financings or purchase money obligations), in each case incurred for the purpose of financing 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 Borrower or the construction, installation, purchase or lease of real or personal property or equipment  (including any refinancings thereof), in an aggregate principal amount not to exceed, at any time outstanding, the greater of (i) 2.30% of Consolidated Total Assets and (ii) $85,000,000 (plus any Refinancing Fees);

(k)           Indebtedness arising from any agreement entered into by any Credit Party providing for indemnification, purchase price adjustment or similar obligations, in each case, incurred or assumed in connection with an Asset Sale;

(l)           to the extent they constitute Indebtedness, obligations under Hedging Agreements that are incurred (i) with respect to any Indebtedness that is permitted by the terms of this Agreement to be outstanding, (ii) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges, or (iii) for the purpose of fixing or hedging commodities risk in connection with commodities to which a Credit Party has actual exposure and not for speculative purposes;

(m)           guaranties of any LVSC Debt in an aggregate principal amount not to exceed $250,000,000 at any time outstanding;

(n)           guaranties of LVSC Aircraft Financing;

(o)           guaranties of up to $50,000,000 in aggregate principal amount of Indebtedness at any one time outstanding of the PA Subsidiaries; provided such Indebtedness of the PA Subsidiaries is not prohibited from being incurred pursuant to the terms of the PA Investment Note;

(p)           subject to the conditions set forth in Section 6.3(h) (other than clause (iv) thereof) or 6.3(n), as applicable, guaranties (which guaranties shall reduce amounts available pursuant to the Section 6.3(h) or 6.3(n), as applicable, on a dollar-for-dollar basis), made on behalf of Excluded Subsidiaries or Joint Ventures, so long as (i) both before and after giving effect to the incurrence of such guaranty, no Potential Event of Default or Event of Default has occurred or is continuing, and (ii) the applicable dollar limitations set forth in Section 6.3(h) or Section 6.3(n), as the case may be, would not be exceeded after giving effect to such incurrence when aggregated (without duplication) with all Indebtedness incurred pursuant to this clause in reliance on the applicable clause of Section 6.3 if such guaranty was instead being incurred as an Investment thereunder;

(q)           to the extent they constitute Indebtedness, indemnities under the Project Documents and the Resort Complex Operative Documents;

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(r)           so long as no Potential Event of Default or Event of Default has occurred and is continuing or would result therefrom (other than any Potential Event of Default or Event of Default that would be cured by the incurrence thereof) on the date of incurrence thereof, any Credit Party may become and remain liable with respect to (x) Indebtedness in the form of secured or unsecured notes; provided that at the time of incurrence, (i) Borrower’s Consolidated Senior Secured Leverage Ratio does not exceed 4.00:1.00 on a pro forma basis after giving effect to the incurrence of such Indebtedness and the use of proceeds therefrom (provided net cash proceeds of such Indebtedness incurred at such time shall not be netted against the applicable amount of Consolidated Total Senior Debt or Consolidated Total Debt, as applicable, and, if such Indebtedness is unsecured, it shall be deemed to be secured, in each case, for purposes of such calculation of the Consolidated Senior Secured Leverage Ratio); (ii) the weighted average life shall be no earlier than a date six months following the latest Term Facility Maturity Date; (iii) the applicable final maturity date of such Indebtedness shall be a date not earlier than six months following the latest Term Facility Maturity Date; (iv) the covenants, defaults (and events of default), redemption and other prepayment events, remedies, acceleration rights, subordination provisions and other material terms applicable to such Indebtedness shall not be materially more restrictive to the Credit Parties, taken as a whole, than such provisions contained in this Agreement, as reasonably determined by the board of directors of Borrower and (v)(i) if such Indebtedness ranks pari passu with the Term B Loans it shall be subject to the First Lien Intercreditor Agreement and (ii) if such Indebtedness ranks junior to the Term B Loans it shall be subject to a Permitted Junior Intercreditor Agreement and (y) any refinancing of such Indebtedness; and

(s)           New Senior Notes and refinancings, renewals, refundings, defeasances and substitutions thereof that do not increase the outstanding principal amount thereof (plus Refinancing Fees) and guaranties thereof.

Notwithstanding the foregoing, any permitted refinancing (in each case, the “New Indebtedness”) of Indebtedness expressly contemplated by clause (b) or (s) of this Section 6.1 shall only be permitted if (i) after giving effect to such New Indebtedness, no Potential Event of Default or Event of Default has occurred and is continuing, (ii) the aggregate scheduled installments of amortization of principal (net of any increases in principal due to the capitalization of Refinancing Fees) of such New Indebtedness in any Fiscal Year shall not exceed the scheduled installments of  amortization of principal of the Indebtedness being refinanced in each such Fiscal Year (on a cumulative basis taking into account any such amortization in any prior Fiscal Years scheduled under such Indebtedness being refinanced), (iii) the covenants, defaults, redemption and other prepayment provisions, remedies and acceleration provisions of such New Indebtedness (other than interest rate and redemption premiums) shall not be materially more restrictive to the Credit Parties, taken as a whole, than the Indebtedness being refinanced (in the case of clause (s), as determined by the Board of Directors of Borrower and evidenced by an Officer’s Certificate delivered to the Administrative Agent), (iv) the applicable final maturity date of such Indebtedness shall not be earlier than the applicable final maturity date of the Indebtedness being refinanced and (v) in the case of clause (s) above, all the requirements of the proviso to the definition of the term “New Senior Notes” (other than the requirement to comply with Section 2.14(c)) are met with respect to such New Indebtedness.

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Further, for purposes of determining compliance with this Section 6.1, (A) Indebtedness need not be permitted solely by reference to one category of permitted Indebtedness described in Sections 6.1(a) through (s) but may be permitted in part under any combination thereof and (B) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Indebtedness described in Sections 6.1(a) through (s), the Borrower shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 6.1 and will only be required to include the amount and type of such item of Indebtedness (or any portion thereof) in one of the above clauses and such item of Indebtedness shall be treated as having been incurred or existing pursuant to only one of such clauses; provided, that all Indebtedness outstanding on the Closing Date under this Agreement shall at all times be deemed to have been incurred pursuant to clause (a) of this Section 6.1.  In addition, with respect to any Indebtedness that was permitted to be incurred hereunder on the date of such incurrence, any Increased Amount of such Indebtedness shall also be permitted hereunder after the date of such incurrence.

6.2.   Liens and Other Matters.  No Credit Party shall directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of such Credit Party, whether now owned or hereafter acquired or licensed, or any income, profits or royalties therefrom, except:

(a)           Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any Credit Document;

(b)           Liens for Taxes, assessments or governmental claims if obligations with respect thereto are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted;

(c)           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 or in connection with the development, construction or operation of the Resort Complex (i) for amounts not yet overdue, (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of 5 days) are being contested in good faith by appropriate proceedings, so long as (A) such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts, and (B) in the case of a Lien with respect to any portion of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral on account of such Lien or (iii) with respect to Liens of mechanics, repairmen, workmen and materialmen, with respect to which Borrower has obtained a title insurance endorsement insuring against losses arising therewith or Borrower has bonded such Lien within a reasonable time after becoming aware of the existence thereof;

(d)           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-

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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 development, construction or operation of the Resort Complex (i) for amounts not yet overdue, (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by appropriate proceedings, so long as (A) such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts and (B) in the case of a Lien with respect to any portion of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral on account of such Lien or (iii) with respect to Liens of mechanics, repairmen, workmen and materialmen, with respect to which Borrower has obtained a title insurance endorsement insuring against losses arising therewith or Borrower has bonded such Lien within a reasonable time after becoming aware of the existence thereof;

(e)           easements, rights-of-way, avagational servitudes, restrictions, encroachments, and other defects or irregularities in title, in each case, which do not and will not interfere in any material respect with the ordinary conduct of the business of the Credit Parties;

(f)           leases or subleases granted to third parties in accordance with any applicable terms of this Agreement and the Collateral Documents and not interfering in any material respect with the ordinary conduct of the business of the Credit Parties and any leasehold mortgage in favor of a party financing the lessee under any such lease, provided no Credit Party is liable for the payment of any principal of, or interest, premiums or fees on, such financing (except to the extent permitted under Section 6.1(p));

(g)           any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder;

(h)           Liens solely on any cash earnest money deposits made by any Credit Party in connection with any letter of intent or purchase agreement permitted hereunder;

(i)           purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

(j)           Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(k)           any zoning or other law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

(l)           licenses of patents, copyrights, trademarks and other intellectual property rights granted by Credit Parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the value of the business of such Credit Party;

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(m)           Liens described in Schedule 6.2 or any Mortgage Policy delivered pursuant hereto or pursuant to the Amendment Agreement;

(n)           Liens securing Indebtedness permitted pursuant to Sections 6.1(f) and/or (j); provided that such Liens extend only to the real property and/or personal property (including Specified FF&E) that is constructed, purchased, leased, financed or refinanced with the proceeds of such Indebtedness and to any related assets and rights, including proceeds of such property or Indebtedness and related collateral accounts in which such proceeds are held and any related assets or rights;

(o)           (i) 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 Authority entitling any Credit Party to maintain self-insurance or to participate in other specified insurance arrangements, or (ii) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); provided that such Liens referred to in this clause (o) to the extent such liens secure Indebtedness, shall not exceed the amounts specified in Section 6.1(g);

(p)           Liens on real property of Borrower arising pursuant to the Harrah’s Shared Roadway Agreement or the Harrah’s Shared Garage Lease (as in effect on the Closing Date) and any similar Liens arising pursuant to any amendments thereto;

(q)           Liens created or contemplated under the Cooperation Agreement, HVAC Services Agreements and the Walgreens’ Documents;

(r)           Liens on property of a Person existing at the time such Person became a Credit Party, is merged into or consolidated with or into, or wound up into, Borrower or any other Credit Party; provided, that 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 Borrower or such other Credit Party;

(s)           Liens on property existing at the time of acquisition thereof by Borrower or any other Credit Party; provided that 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;

(t)           Liens incurred in connection with the construction of pedestrian bridges over (x) Las Vegas Boulevard and Sands Avenue and/or (y) Koval Lane and Sands Avenue; provided that such Liens will not (i) materially interfere with, impair or detract from the operation of the business of the Credit Parties or the construction or operation of the Resort Complex or (ii) cause a material decrease in the value of the Collateral;

(u)           Liens on cash deposits and Cash Equivalents incurred in connection with Hedging Agreements;

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(v)           Liens incurred in connection with the exchange of property with a governmental agency or adjoining property owner, or any other similar transaction with respect to the Resort Complex in accordance with the terms of Section 6.7(u);

(w)           Liens created by or contemplated under the documents governing the use, management and operation of residential condominium units (or “condo-hotel” or “timeshare” units) that are at or a part of the Resort Complex (including condominium declarations and by-laws and CC&R’s);

(x)           Liens securing the New Senior Notes to the extent contemplated by the Collateral Documents; provided the secured parties thereunder, or a trustee or collateral agent on their behalf, shall have become a party to the First Lien Intercreditor Agreement;

(y)           Liens on Specified FF&E securing obligations in respect of an FF&E Facility; provided, the secured parties under such FF&E Facility or their representative have entered into an intercreditor agreement on terms and conditions substantially similar to the Amended and Restated Agreement Among Creditors, dated as of May 23, 2007, among the collateral agent under the 2007 Credit Agreement and General Electric Capital Corporation, as administrative agent under the FF&E Facility Credit Agreement, dated as of December 14, 2006, by and among Borrower, VCR, LCR and General Electric Capital Corporation, or otherwise reasonably satisfactory to the Administrative Agent;

(z)           easements, restrictions, rights of way, encroachments and other minor defects or irregularities in title incurred in connection with the traffic study relating to increased traffic on Las Vegas Boulevard and Sands Avenue as a result of completion of the Resort Complex;

(aa)           (i) Liens securing any LVSC Debt permitted to be guaranteed pursuant to Section 6.1(m); provided that such Liens are subject to the First Lien Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable, and (ii) Liens in connection with any defeasance of any LVSC Debt that is guaranteed by the Credit Parties, Liens in favor of any trustee on any amounts held in a defeasance account pursuant to a defeasance trust agreement and any proceeds held in such account for the benefit of the holders of such LVSC Debt;

(bb)           Liens in connection with any defeasance of the New Senior Notes, Liens in favor of a trustee on behalf of holders of New Senior Notes on any amounts held in a defeasance account pursuant to a defeasance trust agreement and any proceeds held in such account for the benefit of the holders of such New Senior Notes;

(cc)           Liens created in the ordinary course of business in favor of any bank or other financial institution over the credit balance of any bank account of any Credit Party held at such bank or financial institution, as the case may be;

(dd)           Liens securing Indebtedness permitted pursuant to Section 6.1(a);

(ee)           Liens securing Indebtedness permitted pursuant to Section 6.1(r); and

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(ff)           other Liens securing Indebtedness and other obligations in an aggregate amount not to exceed the greater of (i) 0.70% of Consolidated Total Assets and (ii) $25,000,000 at any one time outstanding.

For purposes of determining compliance with this Section 6.2, (A) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of permitted Liens described in Sections 6.2(a) through (ff) but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens described in Sections 6.2(a) through (ff), the Borrower shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this covenant and will only be required to include the amount and type of such Lien or such item of Indebtedness secured by such Lien in one of the above clauses and such Lien securing such item of Indebtedness will be treated as being incurred or existing pursuant to only one of such clauses; provided that all Liens granted on the Closing Date in respect of clause (a) hereof shall at all times be deemed to have been incurred pursuant to clause (a) hereof.  In addition, with respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness.

6.3.   Investments; Joint Ventures; Formation of Subsidiaries.  No Credit Party shall, directly or indirectly, make or own any Investment in any Person, including any Joint Venture or otherwise Invest in any Excluded Subsidiary, except:

(a)           Investments in Cash and Cash Equivalents;

(b)           Investments existing on the Closing Date and described in Schedule 6.3;

(c)           Investments (including the formation or creation of a Subsidiary in compliance with the terms of this Agreement) by Borrower in any other Credit Party or by any other Credit Party in Borrower or other Credit Parties;

(d)           any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with this Agreement;

(e)           receivables owing to any Credit Party if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as such Credit Party deems reasonable under the circumstances;

(f)           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;

(g)           the Credit Parties may invest in any Excluded Subsidiary or in any Joint Venture any cash or other property (x) contributed to Borrower in exchange for common equity; provided such contribution is not being made pursuant to the last sentence of the

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definition of Consolidated Adjusted EBITDA, or (y) contributed to Borrower in the form of Shareholder Subordinated Indebtedness;

(h)           so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or would result therefrom, any Credit Party may form and make Investments in Excluded Subsidiaries and in Joint Ventures (including Supplier Joint Ventures) of up to $2,100,000,000 in the aggregate outstanding at any time (less any outstanding guaranties incurred pursuant to Section 6.1(p)); provided that (i) outstanding Investments in Joint Ventures and/or non-wholly owned Excluded Subsidiaries (excluding Excluded Subsidiaries that are not wholly-owned solely due to minority interests held as required by local law, or directors’ qualifying shares) shall not be permitted to exceed the greater of (x) 14.10% of Consolidated Total Assets and (y) $525,000,000 at any time, (ii) no such Joint Venture or Excluded Subsidiary shall own or operate or possess any material license, franchise or right used in connection with the ownership or operation of the Resort Complex or any material project assets of any Credit Party, (iii) in the case of any Investment in a Supplier Joint Venture, Borrower shall have delivered an Officer’s Certificate which certifies that in the reasonable judgment of such officers the Investment in such Supplier Joint Venture will result in an economic benefit to Borrower (taking into account such Investment) as a result of a reduction in the cost of the goods or services being acquired from the Supplier Joint Venture over the life of the Investment; and (iv) in the case of an Excluded Subsidiary or Joint Venture, none of the Credit Parties shall incur any liabilities or contingent obligations in respect of the obligations of such Excluded Subsidiary or Joint Venture except for (x) guaranties otherwise permitted hereunder, and (y) customary or “market standard” non-recourse carve-out indemnities, including fraud and environmental indemnities;

(i)           loans or advances to their employees or directors or former employees or directors (A) to fund the exercise price of options granted under LVSC’s stock option plans or agreements or employment agreements, as approved by LVSC’s Board of Directors or (B) for other purposes in an amount not to exceed $5,000,000 in the aggregate outstanding at any time;

(j)           Investments consisting of securities or other obligations received in settlement of debt created in the ordinary course of business and owing to such Credit Party or in satisfaction of judgments;

(k)           Investments out of the proceeds of the substantially concurrent sale or issuance of Equity Interests of Borrower (or, to the extent the proceeds of such issuance are contributed to Borrower or any other Credit Party as common equity, of LVSC);

(l)           Investments pursuant to the PA Investment Note;

(m)           to the extent constituting Investments, transfers of Intellectual Property permitted pursuant to Section  6.7(t); and

(n)           the Credit Parties may make Investments in an amount equal to the sum of (1) 50% of (a) the Consolidated Net Income of the Credit Parties for the period (taken as

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one accounting period) from April 1, 2007, to the end of Borrower’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 Section 6.5(c) to shareholders or members other than Borrower, plus (2) without duplication, 100% of the aggregate net cash proceeds received by Borrower since the 2007 Closing Date from capital contributions (other than cash equity contributions made by Adelson or any of his Affiliates (x) to be included in Consolidated Adjusted EBITDA to meet the financial covenants set forth in Section 6.6 or (y) to the extent that the proceeds of such cash were deducted in determining Consolidated Total Debt on the last day of any preceding Fiscal Quarter) or the issue or sale of Equity Interests or debt Securities of Borrower that have been converted into or exchanged for such Equity Interests of Borrower (other than Equity Interests or such debt Securities of Borrower sold to another Credit Party) plus(3) to the extent not otherwise included in the Credit Parties’ Consolidated Net Income, 100% of the cash dividends or other cash returns on capital or the amount of the cash principal and interest payments received since April 1, 2007, by Borrower or any other Credit Party from any Excluded Subsidiary or in respect of any Joint Venture (other than dividends or distributions to pay obligations of or with respect to such Excluded Subsidiary such as income taxes) until the entire amount of Investments made in such Excluded Subsidiary made under this Section 6.3 has been received or the entire amount of such Investment in a Joint Venture made under this Section 6.3 has been returned, as the case may be, and 50% of such amounts thereafter, minus the aggregate amount of Restricted Payments made pursuant to clause (y) of Section 6.5(g); provided, however that in the event Borrower converts an Excluded Subsidiary to a Restricted Subsidiary, Borrower may add back to this clause the aggregate amount of any Investment in such Subsidiary that was an Investment made pursuant to Section 6.3 at the time of such Investment;

(o)           the Credit Parties may make Investments in connection with the design, development, construction, sale, operation or maintenance of the Palazzo Condo Tower; provided that at the time any such Investment is made, Borrower’s Consolidated Senior Secured Leverage Ratio does not exceed 4.00:1.00 on a pro forma basis after giving effect to such Investment;

(p)           the Credit Parties may make Investments; provided that at the time any such Investment is made, Borrower’s Consolidated Leverage Ratio does not exceed 4.50:1.00 on a pro forma basis after giving effect to such Investment;

(q)           the Credit Parties may make Investments in the form of contributions of Equity Interests in LVS (Nevada) International Holdings, Inc., LVS Management Services, LLC, LVS Development Holdings LLC, LVS Dutch Finance C.V., MBS Holdings Pte. Ltd. and/or Sands China Ltd. and their respective Subsidiaries to Affiliates of the Borrower; provided that the ratings for the credit facilities hereunder shall not be lowered by two or more of Moody’s, S&P and Fitch as a result of, or taking into account, such contribution; and

(r)           Investments consisting of Restricted Payments permitted under Section 6.5;

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in each case, it being understood that up to an aggregate of greater of (i) 6.70% of Consolidated Total Assets and (ii)  $250,000,000 of such Investments pursuant to this Section 6.3, may instead be made through Restricted Payments to LVSC as permitted by Section 6.5(l).

6.4.   Restrictions on Subsidiary Distributions.  Except as provided herein or in the other Credit Documents, no Credit Party shall create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Equity Interests owned by any other Credit Party, (b) repay or prepay any Indebtedness owed by such Restricted Subsidiary to any other Credit Party, (c) make loans or advances to any other Credit Party, or (d) transfer, lease or license any of its property or assets to any other Credit Party other than restrictions (i) in agreements evidencing Indebtedness permitted by Sections 6.1(f), (i), (j) or (r) or any related collateral documents that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (iv) as provided in any FF&E Facility Agreements or the documentation governing any Pari Passu Indebtedness, any LVSC Debt that is guaranteed by the Credit Parties or the New Senior Notes (in each case, including any related guaranties, collateral documents or intercreditor agreements) or any Permitted Subordinated Indebtedness, (v) any instrument governing Indebtedness or equity securities of a Person acquired by a Credit Party as in effect at the time of such acquisition or of an Excluded Subsidiary at the time of its designation as a Restricted Subsidiary (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition or designation), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated, (vi) restrictions on cash or other deposits or net worth imposed under contracts entered into in the ordinary course of business, (vii) with respect to restrictions of the type set forth in clause (d) above, as set forth in any agreement relating to Indebtedness permitted to be secured by Permitted Liens so long as such restrictions only extend to the assets secured by such Permitted Liens, or (viii) as required by applicable law or any applicable rule or order of any gaming authority.

6.5.   Restricted Payments.  The Credit Parties shall not, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Payment, except:

(a)           Borrower may make regularly scheduled or required payments of interest in respect of Permitted Subordinated Indebtedness of Borrower in accordance with the terms of, and only to the extent required by the agreement pursuant to which such Permitted Subordinated Indebtedness was issued and such payments are not otherwise prohibited by the terms of this Agreement; provided that any such payments may be made only to the extent no Event of Default or Potential Event of Default shall then exist and be continuing or would result therefrom;

(b)           the Credit Parties may redeem or purchase any Equity Interests in any Credit Party or any Indebtedness of any Credit Party to the extent required by any Neva-

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da Gaming Authority or any other applicable gaming authority in order to preserve a material Gaming License;

(c)           Borrower and the other Credit Parties that are required or permitted to file a consolidated tax return with LVSC shall be entitled to make payments to LVSC pursuant to the Tax Sharing Agreement or another tax sharing agreement entered into pursuant to Section 6.9(i);

(d)           the Credit Parties may make Restricted Payments to other Credit Parties;

(e)           Borrower may make cash distributions to LVSC to enable LVSC to make repurchases of its capital stock upon the death, disability or termination of a director, officer or employee or former director, officer or employee of LVSC or its subsidiaries or upon exercise of stock options, in each case, in accordance with employment agreements or option plans or agreements in effect on the Closing Date or approved by the Board of Directors of LVSC;

(f)           the Credit Parties may make cash Restricted Payments to LVSC to enable LVSC (1) to pay franchise taxes, accounting, legal and other fees required to maintain its corporate existence, (2) to provide for any other reasonable and customary operating costs and overhead expenses, and (3) to enable LVSC to pay customary and reasonable costs and expenses of a proposed offering of securities or incurrence of Indebtedness of LVSC that is not consummated;

(g)           Borrower may make other Restricted Payments so long as no Event of Default or Potential Event of Default shall exist and be continuing or would result therefrom, in an amount not to exceed, in the aggregate (x) $50,000,000, plus (y) the sum of (1) 50% of (A) the Consolidated Net Income of the Credit Parties for the period (taken as one accounting period) from April 1, 2007 to the end of Borrower’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 Section 6.5(c) to shareholders or members other than Borrower, plus (2) without duplication, 100% of the aggregate net cash proceeds received by Borrower since the 2007 Closing Date from capital contributions (other than cash equity contributions made by Adelson or any of his Affiliates (x) to be included in Consolidated Adjusted EBITDA to meet the financial covenants set forth in Section 6.6 or (y) to the extent that the proceeds of such cash were deducted in determining Consolidated Total Debt on the last day of any preceding Fiscal Quarter) or the issue or sale of Equity Interests or debt Securities of Borrower that have been converted into or exchanged for such Equity Interests of Borrower (other than Equity Interests or such debt Securities of Borrower sold to another Credit Party) plus(3) to the extent not otherwise included in the Credit Parties’ Consolidated Net Income, 100% of the cash dividends or other cash returns on capital or the amount of the cash principal and interest payments received since April 1, 2007, by Borrower or any other Credit Party from any Excluded Subsidiary or in respect of any Joint Venture (other than dividends or distributions to pay obligations of or with respect to such Excluded Subsidiary such as income taxes) until the entire amount of Investments made in such Excluded Subsidiary

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pursuant to Section 6.3 has been received or the entire amount of such Investment in a Joint Venture pursuant to Section 6.3 has been returned, as the case may be, and 50% of such amounts thereafter; minus the aggregate amount of Investments made pursuant to Section 6.3(n);

(h)           Borrower may pay dividends or make distributions to LVSC to allow LVSC to make scheduled principal and interest payments on any LVSC Debt and the LVSC Aircraft Financing;

(i)           Borrower may make other cash dividends or distributions to LVSC up to an aggregate amount not to exceed greater of (i) 0.70% of Consolidated Total Assets and (ii) $25,000,000;

(j)           Sands Pennsylvania, Inc. (and any other Restricted Subsidiaries formed or acquired after the 2007 Closing Date that are owned in part by non-Credit Parties) may make dividends and other distributions to the holders of its Equity Interests who are not Credit Parties as and when required by its Organizational Documents;

(k)           to the extent constituting Restricted Payments, Borrower may make transfers of Intellectual Property permitted by Section 6.7(t);

(l)           Borrower may make Restricted Payments, up to an aggregate of greater of (i) 6.70% of Consolidated Total Assets and (ii) $250,000,000 for all such Restricted Payments (and which Restricted Payments shall reduce amounts available pursuant to the applicable clause of Section 6.3 on a dollar-for-dollar basis), to LVSC, to allow LVSC to make Investments that would otherwise be permitted to be made by the Credit Parties pursuant to Section 6.3; provided the proceeds of such Restricted Payments are in fact utilized by LVSC for such purpose;

(m)           Borrower may transfer its Equity Interests in Sands Expo to LVSC; provided that Sands Expo continues to be a Restricted Subsidiary and Guarantor hereunder, directly wholly-owned by LVSC, and bound by all provisions of the Credit Documents to the same extent as if it were a Restricted Subsidiary wholly-owned by Borrower;

(n)           the Credit Parties may make Restricted Payments; provided that at the time of any such Restricted Payment, Borrower’s Consolidated Leverage Ratio does not exceed 4.50:1.00 on a pro forma basis after giving effect to such Restricted Payment;

(o)           the Credit Parties may make Restricted Payments consisting of the Excluded Proceeds; provided that any such Restricted Payments may be made only to the extent no Event of Default or Potential Event of Default shall then exist and be continuing or would result therefrom; and

(p)           the Credit Parties may distribute Equity Interests in LVS (Nevada) International Holdings, Inc., LVS Management Services, LLC, LVS Development Holdings LLC, LVS Dutch Finance C.V., MBS Holdings Pte. Ltd. and/or Sands China Ltd. and their respective Subsidiaries to Borrower or any Affiliate of Borrower; provided that the

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ratings of the Credit Facilities hereunder shall not be lowered by two or more of Moody’s, S&P and Fitch as a result of, or taking into account, such distribution.

6.6.   Financial Covenants.

(a)           [Reserved].

(b)           Leverage Ratio.  Borrower shall not permit the Consolidated Leverage Ratio to be greater than 5.50:1.00; provided that such restriction shall only apply (i) at the time of incurrence of any Revolving Loan (including any Swing Line Loan) and/or Letter of Credit (other than Letters of Credit in an aggregate undrawn face amount of $2,500,000 or less or to the extent that such Letters of Credit have been cash collateralized in a manner reasonably satisfactory to the Issuing Bank) by looking back to the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1(a) or 5.1(b) to determine if the Borrower would have been in compliance as of such date on a pro forma basis (provided that if such incurrence would on a pro forma basis result in a Potential Event of Default or an Event of Default, such incurrence shall not be permitted) and (ii) if any Revolving Loan (including any Swing Line Loan) and/or Letter of Credit (other than Letters of Credit in an aggregate undrawn face amount of $2,500,000 or less or to the extent that such Letters of Credit have been cash collateralized in a manner reasonably satisfactory to the Issuing Bank) are outstanding as of the last day of any Fiscal Quarter.

6.7.   Fundamental Changes; Disposition of Assets.The Credit Parties shall not alter the corporate, capital or legal structure (except with respect to changes in capital structure to the extent a Change of Control does not occur as a result thereof) of any Credit Party, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or assets, whether now owned or hereafter acquired (other than inventory in the ordinary course of business), except:

(a)           the Credit Parties may sell Equity Interests in PCT;

(b)           the Credit Parties may dispose of obsolete, worn out or surplus assets or assets no longer used or useful in the business of the Credit Parties in each case to the extent in the ordinary course of business, provided that either (i) such disposal does not materially adversely affect the value of the Collateral or (ii) prior to or promptly following such disposal any such property shall be replaced with other property of substantially equal utility and a value at least substantially equal to that of the replaced property when first acquired and free from any Liens other than Liens permitted under Section 6.2 and by such removal and replacement the Credit Parties shall be deemed to have subjected such replacement property to the Lien of the Collateral Documents in favor of Lenders, as applicable;

(c)           the Credit Parties may sell or otherwise dispose of assets in transactions that do not constitute Asset Sales;

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(d)           the Credit Parties may make Asset Sales of (x) assets other than Core Assets, and (y) assets (so long as such sold assets do not include (i) any Gaming License or (ii) any other material license or franchise used in connection with the ownership or operation of the Resort Complex (other than solely with respect to portions of the Resort Complex that are no longer, or will no longer be following such sale, assets of a Credit Party)) having, in the case of clause (y), a fair market value (valued at the principal amount thereof in the case of non-Cash proceeds consisting of notes or other debt Securities, and fair market value in the case of other non-Cash proceeds) not in excess of the greater of (i) 4.05% of Consolidated Total Assets and (ii) $150,000,000; provided, in each case, that (A) the consideration received for such assets shall be in an amount at least equal to the fair market value (valued at the principal amount thereof in the case of non-Cash proceeds consisting of notes or other debt Securities, and fair market value in the case of other non-Cash proceeds) thereof in the judgment of the Board of Directors of Borrower; and (B) at least 75% of the consideration received shall be cash and/or Cash Equivalents; provided, further, that for purposes of clause (B), each of the following shall be deemed to be cash:  (a) the amount of any liabilities (as shown on the Borrower’s or such other Credit Party’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets or are otherwise cancelled in connection with such transaction, (b) any notes or other obligations or other securities or assets received by the Borrower or such other Credit Party from the transferee that are converted by the Borrower or such other Credit Party into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any other Credit Party in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that has not been disposed of for Cash and/or Cash Equivalents, not to exceed $25,000,000 as of the end of the fiscal quarter immediately prior to the receipt of such Designated Non-Cash Consideration for which financial statements have been delivered pursuant to Section 5.1(a) or 5.1(b) (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value);

(e)           the Credit Parties may have an Event of Loss or incur any Lien permitted under Section 6.2;

(f)           the Guarantors may issue equity Securities to Borrower or to any other Guarantor;

(g)           the Credit Parties may (i) be a party to any lease in effect on the Closing Date, each of which lease of real property is set forth on Schedule 4.12 hereto (as such lease may be amended, modified or supplemented in accordance with the terms of this Agreement) or (ii) enter into any lease in connection with the business of the Credit Parties as may be permitted under Section 6.11; provided that (A) no Event of Default shall exist and be continuing at the time of such transaction or lease or would occur after or as a result of entering into such transaction or lease (or immediately after any renewal or extension thereof at the option of the Credit Parties), (B) such transaction or lease will not materially interfere with, impair or detract from the operation of the business of the Cred-

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it Parties, (C) such transaction or lease contains terms such that the lease, taken as a whole, is commercially reasonable and fair to the Credit Parties in light of prevailing or comparable transactions in other casinos, hotels, hotel attractions or shopping venues or other applicable venues, (D) no gaming or casino operations (other than the operation of arcades and games for children) may be conducted on any space that is subject to such transaction or lease other than by the Credit Parties, (E) no lease may provide that the Credit Parties may subordinate its fee, condominium or leasehold interest to any lessee or any party financing any lessee (except as provided in the Casino Level Mall Lease), and (F) the tenant under such lease (other than any lease for a term of 21 days or less) shall provide Administrative Agent on behalf of the Lenders with a Subordination, Non-Disturbance and Attornment Agreement substantially in the form of Exhibit O hereto with such changes as Administrative Agent may approve, which approval shall not be unreasonably withheld or delayed, or Administrative Agent shall be satisfied that such lease contains reasonably comparable (or better) terms as to subordination, attornment and non-disturbance with respect to its tenant as would be obtained under an agreement in the form of Exhibit O.

(h)           any Guarantor may be merged or consolidated with (or liquidated into) (x) any other Guarantor or Borrower or (y) any Subsidiary of Borrower or any Guarantor provided the surviving Person becomes a Guarantor;

(i)           (A) the Credit Parties may sell, lease or otherwise transfer assets to each other, and (B) the Credit Parties may sell, lease or otherwise transfer assets to Excluded Subsidiaries and Joint Ventures on an arm’s-length basis or to the extent constituting Investments permitted by Section 6.3;

(j)           Borrower may dedicate space for the purpose of the construction of (i) a mass transit system, (ii) a pedestrian bridge over Las Vegas Boulevard and Sands Avenue or similar structures to facilitate pedestrian traffic, (iii) a pedestrian bridge over Koval Lane and Sands Avenue to facilitate pedestrian traffic between the land owned east of Koval Lane along Sands Avenue (“Sands Off Site Land”) and the Resort Complex, (iv)  right turn lanes or other roadway dedications at or near the Resort Complex, the Sands Off Site Land or other off site land that may be acquired in the future and (v) other improvements relating to vehicular, mass transit and/or pedestrian access or movement; provided, in each case, that either (A) such dedication does not materially impair the use or operations of either of the Palazzo Project or the Venetian Facility, or (B) Borrower believes in its good faith judgment that the failure to so dedicate such space would be reasonably likely to result in the taking or condemnation of such space by a Governmental Authority, or the taking of another action adverse to the Credit Parties by a Governmental Authority;

(k)           Borrower may license trademarks, trade names, patents, know-how and other similar intangible assets in the ordinary course of business;

(l)           the Credit Parties may transfer any assets leased or acquired with proceeds of a Non-Recourse Financing permitted under Section 6.1 or any other financing permitted under Section 6.1 and secured by a Lien permitted under Section 6.2 to the lender

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providing such financing or its designee upon default, expiration or termination of such Non-Recourse Financing or other financing;

(m)           Borrower may sell receivables for fair market value in the ordinary course of business;

(n)           Borrower may merge into a holding company in order to create a new holding company parent or to change its place of organization;

(o)           Borrower may merge into a holding company in order to create a new holding company parent or to change its place of organization, and Borrower may convert into a “C corporation” or a partnership so long as it gives the Administrative Agent at least thirty days’ notice before it changes its name, identity or corporate structure and shall execute and deliver such instruments and documents as may reasonably be required by the Administrative Agent to maintain a prior perfected security interest in the Collateral;

(p)           [Intentionally Omitted];

(q)           Sands Pennsylvania, Inc. may sell its equity interests in any PA Subsidiary; provided that the proceeds thereof are applied in accordance with the provisions of Section 2.15(c) to the extent required;

(r)           the Credit Parties may make exchanges of (x) assets other than Core Assets, and (y) assets (so long as such assets do not include (i) any Gaming License or (ii) any other material license, franchise or right used in connection with the ownership or operation of the Resort Complex (other than solely with respect to portions of the Resort Complex that are no longer, or will no longer be following such exchange, assets of a Credit Party)) for either assets or Equity Interests; provided that (A) the consideration received by the Credit Parties in any such exchange have a fair market value (as determined in good faith by Borrower) equal to the assets so exchanged; (B) in the case of clause (y), the aggregate fair market value of all such exchanges does not exceed the greater of (i) 4.70% of Consolidated Total Assets and (ii) $175,000,000 during any calendar year; (C) the non-cash proceeds (other than Equity Interests) from such exchange are pledged as Collateral to the extent required by Section 5.15; (D) the cash portion of any proceeds received from such exchange are applied as required by Section 2.14(a) ; and (E) no Potential Event of Default or Event of Default is in existence at the time of any such exchange or would be caused thereby;

(s)           the Credit Parties may make distributions permitted under Section 6.5;

(t)           any Credit Party may contribute, distribute, transfer or assign any of its Intellectual Property and related rights to LVSC or any Excluded Subsidiary in connection with a reorganization of LVSC’s and its Subsidiaries’ portfolio of Intellectual Property;

(u)           the Credit Parties may transfer property to, or exchange property with, a Governmental Authority or an adjoining property owner to facilitate the development, construction, expansion or operation of the Resort Complex; provided that such transfer

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or exchange is in the best interests of the Credit Parties in the judgment of the Board of Directors of Borrower;

(v)           the Credit Parties may dispose of Equity Interests in LVS (Nevada) International Holdings, Inc., LVS Management Services, LLC, LVS Development Holdings LLC, LVS Dutch Finance C.V., MBS Holdings Pte. Ltd. and/or Sands China Ltd. and their respective Subsidiaries to Affiliates of the Borrower; provided that the ratings of the Credit Facilities hereunder shall not be lowered by two or more of Moody’s, S&P and Fitch as a result of, or taking into account, such distribution; and

(w)           the Credit Parties may dispose of construction equipment with a book value of no more than the greater of (i) 0.55% of Consolidated Total Assets and (ii) $20,000,000 in the aggregate.

6.8.   Sale and Leasebacks.  The Credit Parties shall not, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) which the Credit Parties have sold or transferred or are to sell or transfer to any other Person or (ii) which the Credit Parties intend to use for substantially the same purpose as any other property which has been or is to be sold or transferred by the Credit Parties to any Person in connection with such lease, except that the Credit Parties may enter into sale-leaseback transactions in connection with any Non-Recourse Financing permitted hereunder.

6.9.   Transactions with Shareholders and Affiliates.  No Credit Party shall, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving aggregate consideration in excess of $25,000,000 with any Affiliate of Borrower (other than any transaction between Credit Parties) on terms that are less favorable to such Credit Party, except that the Credit Parties may enter into and permit to exist:

(a)           transactions that are on terms that are not less favorable to that Credit Party than those that might be obtained at the time from a Person who is not such an Affiliate;

(b)           reasonable and customary fees paid to members of the board of directors (or similar governing body) of Borrower, Sands Expo and their respective Subsidiaries;

(c)           employment, secondment, compensation, indemnification, noncompetition or confidentiality arrangements with employees or directors of a Credit Party or of LVSC entered into in the ordinary course of business or as approved by a majority of the independent members of the Board of Directors of Borrower or the relevant Restricted Subsidiary for officers and other employees of Borrower, Sands Expo and their respective Subsidiaries (or a committee of such board, the majority of which consists of independent directors) in its reasonable determination;

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(d)           purchases of materials or services by the Credit Parties in the ordinary course of business pursuant to the Procurement Services Agreement or otherwise on arm’s length terms;

(e)           license agreements with any Excluded Subsidiary, Immaterial Subsidiary or Joint Venture;

(f)           Shareholder Subordinated Indebtedness;

(g)           any agreement by an Excluded Subsidiary to pay management fees to the Credit Parties directly or indirectly;

(h)           transactions and payments permitted by Sections 6.1, 6.3, 6.5, 6.7 and 6.12;

(i)           transactions contemplated by the Tax Sharing Agreement, or in lieu thereof, another tax sharing agreement with LVSC in form and substance (including any amendments thereto)  reasonably satisfactory to the Administrative Agent;

(j)           transactions contemplated by (i) the LVSC Corporate Services Agreement, (ii) one or more other management or services agreements among Borrower, LVSC, and/or Interface Employee Leasing, LLC, approved by the Administrative Agent, such approval not to be unreasonably withheld or delayed, providing for certain corporate, managerial, sourcing, aviation and/or hotel services, and (iii) any amendments, modifications or supplements to any of the above, and the transactions contemplated thereby; provided that such amendments or modifications are approved by the Administrative Agent, such approval not to be unreasonably withheld or delayed (it being agreed that any increase or decrease to the allocation of indirect costs to Borrower of less than 10% shall be deemed to be reasonable and shall not require any approval);

(k)           transactions contemplated by (i) the Aircraft Agreements in existence on the Closing Date, (ii) one or more other Aircraft Agreements, on terms not materially worse, taken as a whole, to the Credit Parties or the Lenders than the Aircraft Agreements in existence on the Closing Date or otherwise approved by the Administrative Agent, such approval not to be unreasonably withheld or delayed, and (iii) any amendments, modifications or supplements to any of the above, and the transactions contemplated thereby; provided that such amendments or modifications are not materially adverse to the Credit Parties or the Lenders unless approved by the Administrative Agent;

(l)           the transactions contemplated by the PA Contribution Agreement (including all exhibits thereto), the Organizational Documents of PA Retail and PA Gaming, and the PA Investment Note;

(m)           the transactions and agreements set forth on Schedule 6.9;

(n)           registration rights agreements to provide for the registration under the Securities Act of the capital stock interests held by Affiliates;

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(o)           the transactions contemplated by the Cooperation Agreement, each Project Document and each HVAC Services Agreement;

(p)           transactions permitted by Sections 6.1(m), (n), (o), (p) and (r), and Section 6.2(x); and

(q)           any transaction for the exchange of amounts denominated in Dollars, Hong Kong Dollars, Macau Patacas, Singapore Dollars or any other currency for amounts denominated in any other currencies among the Borrower and its Affiliates, if (1) no fees are payable by the Borrower to such Affiliate and (2) the rate of exchange for such transaction is determined as set forth on Schedule 6.9 (q).

6.10.   Disposal of Subsidiary Stock.  Except in connection with a transaction (including a liquidation, dissolution, conveyance, sale, lease, transfer or other disposition) permitted by Section 6.5(m) or (p) or Section 6.7(a), (c), (d), (h), (i) or (s)), Borrower shall not, directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of capital stock or other Equity Interests of any Guarantor, except (i) to qualify directors if required by applicable law and (ii) to the extent required by any Nevada Gaming Authority or any other gaming authority in order to preserve a material Gaming License; provided, however, that the valuation of such Guarantor for purposes of determining whether such sale, assignment, pledge or disposition is permitted under Section 6.5(i) or Section 6.7(c), (d) or (i) as the case may be, shall be the fair market value of such Guarantor as a going concern, as determined by the board of directors of Borrower.

6.11.   Conduct of Business.  The Credit Parties shall not engage in any business activity except those business activities engaged in on the Closing Date and any activity or business incidental, related or similar thereto, or any business or activity that is a reasonable extension, development or expansion thereof or ancillary thereto, including any internet gaming, hotel, entertainment, recreation, convention, trade show, meeting, travel, travel tour, retail sales, residential condominium, “condo hotel,” “timeshare,” or other activity or business designed to promote, market, support, develop, construct or enhance the casino gaming, hotel, retail and entertainment mall and resort business operated by the Credit Parties.

6.12.   Certain Restrictions on Changes to Certain Documents.

(a)           The Credit Parties shall not agree to any material amendment to, or waive any of their material rights under, any Material Contract (excluding any documents governing any Pari Passu Indebtedness, any LVSC Debt Documents, the Aircraft Financing Documents, any FF&E Facility Agreements, and documents governing or relating to the issuance of the New Senior Notes or Indebtedness permitted pursuant to Section 6.1(f), (i) or (j)) or enter into new Material Contracts (other than LVSC Debt Documents, Aircraft Financing Documents, FF&E Facility Agreements, documents governing or relating to the issuance of the New Senior Notes and new Project Documents permitted by, and in accordance with the terms of, the Cooperation Agreement) without, in each case, obtaining the prior written consent of Requisite Lenders if in any such case, such amendment or waiver or new Material Contract or Permit could reasonably be expected to have a Material Adverse Effect or otherwise adversely affect Lenders in any material respect.

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(b)           The Credit Parties shall not amend or otherwise change the terms of any documents governing Permitted Subordinated Indebtedness (except in connection with a defeasance or permitted refinancing thereof) or permit the termination thereof (other than in accordance with the terms thereof), or make any payment consistent with an amendment thereof or change thereto (except in connection with a defeasance or permitted refinancing thereof), if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of the Indebtedness evidenced thereby (or a trustee or other representative on their behalf) which would be materially adverse to the Credit Parties or the Lenders.

(c)           Notwithstanding the foregoing provisions of this Section 6.12, to the extent not otherwise permitted pursuant to the terms of Section 6.12(a), on or after the Closing Date, Borrower may enter into amendments to the Cooperation Agreement (to cover the relationship between the Palazzo Condo Tower and the rest of the Resort Complex, and to otherwise reflect the fact that the Resort Complex includes the Palazzo Condo Tower), in each case, in form and substance reasonably satisfactory to the Administrative Agent.

6.13.   Fiscal Year.  Borrower shall not change its Fiscal Year-end from December 31.

6.14.   No Joint Assessment.  Without the prior written approval of Administrative Agent, which approval may be granted, withheld, conditioned or delayed in its sole discretion, the Credit Parties shall not suffer, permit or initiate the joint assessment of any parcel of Mortgaged Property (other than real property covered by the Cooperation Agreement, so long as arrangements reasonably satisfactory to the Administrative Agent are made with respect to such joint assessment) (a) with any other real property constituting a separate tax lot or (b) with any portion of any parcel of Mortgaged Property which may be deemed to constitute personal property, or any other procedure whereby the Lien of any Taxes which may be levied against any such personal property shall be assessed or levied or charged to such Mortgaged Property as a single Lien.

6.15.   No Further Negative Pledge.  Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or leases or to be sold pursuant to an executed agreement with respect to an Asset Sale and (b) restrictions by reason of customary anti-assignment provisions in contracts and other agreements or provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements or restrictions on cash or other deposits, in each case, entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), no Credit Parties shall enter into any agreement prohibiting the creation or assumption of any Lien to secure the Secured Obligations upon any of its properties or assets, whether now owned or hereafter acquired other than (i) as provided herein or in the other Credit Documents, (ii) as provided in any LVSC Debt Documents or any FF&E Facility and the guarantees and collateral documents relating thereto, or in any agreement relating to any LVSC Aircraft Financing, the New Senior Notes or to any other Indebtedness permitted to be secured by Liens permitted under Section 6.2 other than Indebtedness permitted to be incurred pursuant to Section 6.1(e) including any refinancing thereof permitted hereunder provided that the provisions regarding the creation or as-

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sumption of Liens is not less favorable to the Credit Parties or the Lenders than those set forth in the documents evidencing the Indebtedness being refinanced, or (iii) as required by applicable law or any applicable rule or order of any gaming authority.

6.16.   PCT.  For so long as PCT is an Excluded Subsidiary, Borrower shall not permit PCT to have any material assets other than the Palazzo Condo Tower and the Palazzo Condo Tower Parcel and assets related to or in connection with the Palazzo Condo Tower and the Palazzo Condo Tower Parcel.

6.17.   Joint Venture Partners.  The Credit Parties shall not permit the amendment or other modification of any Organizational Documents of any PA Subsidiary, or permit the issuance of equity interests in any PA Subsidiary, if the result thereof would be to decrease the ownership percentage of Sands Pennsylvania, Inc. in PA Gaming to below the percentage ownership of Sands Pennsylvania, Inc. as of the Closing Date, other than as permitted by Section 6.7(q) or in connection with the sale of all or a part of the PA Project in accordance with the provisions of Section 5.17.

SECTION 7.   GUARANTY

7.1.   Guaranty of the Obligations.  Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Secured Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

7.2.   Contribution by Guarantors.  All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Guaranty.  Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors (which right shall not supersede any Beneficiary’s right to remaining unpaid amounts guaranteed by such Contributing Guarantors) in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date.  “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the Guaranteed Obligations.  “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes of this

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Section 7.2, each of (A) any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder and under any guaranty of other Indebtedness which guaranty contains a limitation as to maximum amount similar to that set forth in this Section 7.2, pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount, and after giving effect as assets to the value (as determined under the applicable provisions of the fraudulent transfer or conveyance laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including any such right of contribution under this Section 7.2), and (B) any liabilities of such Guarantor in respect of intercompany indebtedness to Borrower or other Affiliates of Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder, shall not be considered as assets or liabilities of such Contributing Guarantor.  “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2.  The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor.  Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.  In no event shall any Guarantor be required to contribute more than its Fair Share Contribution Amount toward the payment of Obligations under its Guaranty.

7.3.   Payment by Guarantors.  Subject to Section 7.2, Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), Guarantors will upon demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Borrower for such interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.

7.4.   Liability of Guarantors Absolute.  Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations.  In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:

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(a)           this Guaranty is a guaranty of payment when due and not of collectibility.  This Guaranty is a primary obligation of each Guarantor and not merely a contract of surety;

(b)           Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between Borrower and any Beneficiary with respect to the existence of such Event of Default;

(c)           the obligations of each Guarantor hereunder are independent of the obligations of Borrower and the obligations of any other guarantor (including any other Guarantor) of the obligations of Borrower, and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against Borrower or any of such other guarantors and whether or not Borrower is joined in any such action or actions;

(d)           payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid.  Without limiting the generality of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the Guaranteed Obligations;

(e)           any Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary in its discretion may determine consistent herewith or the applicable Hedging Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially

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reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against Borrower or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Credit Documents or any Hedging Agreements; and

(f)           this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them:  (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit Documents or any Hedging Agreements, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Credit Documents, any of the Hedging Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Credit Document, such Hedging Agreement or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Credit Documents or any of the Hedging Agreements or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Beneficiary’s consent to the change, reorganization or termination of the corporate structure or existence of Borrower or any of its Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which Borrower may allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations.

7.5.   Waivers by Guarantors.  Each Guarantor hereby waives, for the benefit of Beneficiaries:  (a) any right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Bene-

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ficiary in favor of Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, the Hedging Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

7.6.   Guarantors’ Rights of Subrogation, Contribution, etc.  Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary.  In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2.  Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other

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guarantor, shall be junior and subordinate to any rights any Beneficiary may have against Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor.  If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

7.7.   Subordination of Other Obligations.  Any Indebtedness of Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

7.8.   Continuing Guaranty.  This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations (other than contingent indemnification obligations for which no claim has yet been made) shall have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled or been cash collateralized on terms satisfactory to the Issuing Bank.  Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.

7.9.   Authority of Guarantors or Borrower.  It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor or Borrower or the officers, directors or any agents acting or purporting to act on behalf of any of them.

7.10.   Financial Condition of Borrower.  Any Credit Extension may be made to Borrower or continued from time to time, and any Hedging Agreements may be entered into from time to time, in each case without notice to or authorization from any Guarantor regardless of the financial or other condition of Borrower at the time of any such grant or continuation or at the time such Hedging Agreement is entered into, as the case may be.  No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of Borrower.  Each Guarantor has adequate means to obtain information from Borrower on a continuing basis concerning the financial condition of Borrower and its ability to perform its obligations under the Credit Documents and the Hedging Agreements, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations.  Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of Borrower now known or hereafter known by any Beneficiary.

7.11.   Bankruptcy, etc.

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(a)           So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against Borrower or any other Guarantor.  The obligations of Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower or any other Guarantor or by any defense which Borrower or any other Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.

(b)           Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in clause (A) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve Borrower of any portion of such Guaranteed Obligations.  Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced.

(c)           In the event that all or any portion of the Guaranteed Obligations are paid by Borrower, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

7.12.   Discharge of Guaranty Upon Sale of Guarantor.  If all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such sale or disposition.  A Guarantor designated as an Excluded Subsidiary shall be released and discharged from its Guaranty.

7.13.   Keepwell.  Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudu-

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lent transfer, and not for any greater amount).  The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until a discharge of such Qualified ECP Guarantor’s Guaranteed Obligations.  Each Qualified ECP Guarantor intends that this Section 7.13 constitute, and this Section 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

SECTION 8.   EVENTS OF DEFAULT

8.1.   Events of Default.  If any one or more of the following conditions or events shall occur:

(a)           Failure to Make Payments When Due.  Failure by Borrower to pay (i) when due any installment of principal of any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; (ii) when due any amount payable to Issuing Bank in reimbursement of any drawing under a Letter of Credit; or (iii) any interest on any Loan or any fee or any other amount due hereunder within five days after the date due; or

(b)           Default in Other Agreements.  (i) Failure of any Credit Party to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) with an aggregate principal amount of $100,000,000 or more, in each case, beyond the grace period, if any, provided therefor; (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the aggregate principal amounts referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or mandatorily redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be or (iii) any breach or default by any party of the type referred to in Sections 8.1(b)(i) or (ii) above of (x) any documents related to the New Senior Notes, (y) any documents related to the LVSC Aircraft Financing that are guaranteed by any Credit Party or (z) any LVSC Debt Document that a Credit Party guarantees; or

(c)           Breach of Certain Covenants.  (i) Failure of any Credit Party to perform or comply with any term or condition contained in Section 2.6, Section 5.1(g), 5.2 or Section 6 or (ii) the failure of any Credit Party or LVSC to perform or comply with any term or condition contained in Section 10.6(j)(iv); provided that any failure to comply with Section 6.6 shall not constitute an Event of Default with respect to the Term Loans until the earlier of (such date, the “Springing Date”) (i) the date that is 90 days after the date the Compliance Certificate is delivered which demonstrates such a failure to comply (or, in the event of such failure to comply and no such Compliance Certificate is delivered by Borrower, the date such Compliance Certificate is required to be delivered in accordance with Section 5.1(c)) and (ii) the date on which Administrative Agent, Collateral Agent or the Lenders holding a majority of the Revolving Exposure exercise any remedies in ac-

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cordance with this Section 8.1; and provided, further, that, at any time on or prior to the Springing Date, any Event of Default under Section 6.6 may be waived, amended or otherwise modified from time to time pursuant to Section 10.5(b)(xi); or

(d)           Breach of Representations, etc.  Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given by any Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; or

(e)           Other Defaults Under Credit Documents.  Any Credit Party shall default in the performance of or compliance with any other term contained herein or any of the other Credit Documents, other than any such term referred to in any other Section of this Section 8.1, and such default shall not have been remedied or waived within thirty days after the earlier of (i) an officer of such Credit Party becoming aware of such default or (ii) receipt by Borrower of notice from Administrative Agent or any Lender of such default; or

(f)           Involuntary Bankruptcy; Appointment of Receiver, etc.  (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower or any other Credit Party (other than an Immaterial Subsidiary) in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against Borrower or any other Credit Party (other than an Immaterial Subsidiary) under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower or any other Credit Party (other than an Immaterial Subsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Borrower or any other Credit Party (other than an Immaterial Subsidiary) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any other Credit Party (other than an Immaterial Subsidiary), and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

(g)           Voluntary Bankruptcy; Appointment of Receiver, etc.  (i) Borrower or any other Credit Party (other than an Immaterial Subsidiary) shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Borrower or any other Credit Party (other than an Immaterial Subsidiary) shall make any assignment for the benefit of creditors; or

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(ii) Borrower or any other Credit Party (other than an Immaterial Subsidiary) shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Borrower or any other Credit Party (other than an Immaterial Subsidiary) (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

(h)           Judgments and Attachments.  Any money judgment, writ or warrant of attachment or similar process involving in the aggregate at any time an amount in excess of $100,000,000 (in either case to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against Borrower or any other Credit Party or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty days (or in any event later than five days prior to the date of any proposed sale thereunder); or

(i)           Dissolution.  Any order, judgment or decree shall be entered against any Credit Party (other than an Immaterial Subsidiary) decreeing the dissolution or split up of such Credit Party and such order shall remain undischarged or unstayed for a period in excess of 60 days; or

(j)           Employee Benefit Plans.  (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in a Material Adverse Effect; or (ii) a Lien or security interest under Section 430(k) of the Internal Revenue Code or under ERISA shall be imposed on the assets of any Credit Party or any of its ERISA Affiliates which Lien or security interest could reasonably be expected to have a Material Adverse Effect; or

(k)           Change of Control.  A Change of Control shall occur; or

(l)           Guaranties, Collateral Documents and other Credit Documents.  At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Secured Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void by a Governmental Authority of competent jurisdiction, or any Guarantor shall repudiate its obligations thereunder, (ii) this Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Secured Obligations in accordance with the terms hereof) or shall be declared null and void by a Governmental Authority of competent jurisdiction or the Collateral Agent shall not have or shall cease to have a valid and perfected First Priority Lien in the Collateral for any reason other than the failure of the Collateral Agent to take any action within its control required to be taken under any Credit Document, except as otherwise contemplated in any Credit Document, (iii) any Credit Party shall contest the validity or enforceability of any Credit Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Credit Document to which it is a party or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral

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Documents or (iv) the subordination provisions in the Permitted Subordinated Indebtedness or in any other instrument required under any provision of this Agreement to be subordinated to the Secured Obligations shall cease to be enforceable against the holder thereof; or

(m)           Default Under or Termination of Permits.  Borrower or any other Credit Party shall fail to observe, satisfy or perform, or there shall be a violation or breach of, any of the material terms, provisions, agreements, covenants or conditions attaching to or under the issuance to such Person of any material Permit, including the Gaming License issued by the Nevada Gaming Authority held by Borrower or any such Permit or any material provision thereof shall be terminated or fail to be in full force and effect or any Governmental Authority shall challenge or seek to revoke any such Permit, but only if such failure to perform, breach or termination could reasonably be expected to have a Material Adverse Effect;

(n)           Conforming L/C.  Except as released as permitted under Section 2.14(f), any Conforming L/C shall cease to be in full force and effect at any time prior to twenty-four months from and after the date of its delivery to the Administrative Agent other than following a drawing in full by the Administrative Agent or, if permitted under the definition of Conforming L/C Draw Event, the replacement of such Conforming L/C with a cash equity contribution to Borrower in the amount of the Conforming L/C.

THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the occurrence (and continuance, if applicable) of any other Event of Default, at the request of (or with the consent of) Requisite Lenders (it being understood that during any period during which an Event of Default under Section 6.6 exists solely with respect to the Revolving Commitments and Revolving Loans, Administrative Agent may, and at the request of the Lenders holding a majority of the Revolving Exposure shall, take any of the actions described below solely as they relate to the Revolving Commitments and Revolving Loans), upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party:  (i) the unpaid principal amount of and accrued interest on the Loans, (ii) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (iii) all other Secured Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v) or Section 2.4(e); (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or without notice upon the occurrence of any Event of Default specified in Sections 8.1(f) and (g) to pay) to Administrative Agent such additional amounts of cash as reasonably requested by Issuing Bank, to be held as security for Borrower’s  reimbursement Obligations in respect of Letters of Credit then outstanding.

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Any amounts in respect of obligations described in clause (A) of Issuing Bank to issue any Letter of Credit, when received by the Administrative Agent, shall be held by the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent.  Notwithstanding anything contained in the preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to clause (2) of such paragraph, Borrower shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case, which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 10.5, then Requisite Lenders, by written notice to Borrower, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon.  The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Borrower, and such provisions shall not at any time be construed so as to grant Borrower the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Credit Documents, even if the conditions set forth in this paragraph are met.

SECTION 9.   AGENTS

9.1.   Appointment of Agents.  Barclays and Citi are each hereby appointed Syndication Agents hereunder, and each Lender hereby authorizes each of Barclays and Citi to act as Syndication Agents in accordance with the terms hereof and the other Credit Documents.  Scotiabank is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Scotiabank to act as Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents.  Merrill Lynch, BNP Paribas and Goldman Sachs are hereby appointed Documentation Agents hereunder, and each Lender hereby authorizes Merrill Lynch, BNP Paribas and Goldman Sachs to act as Documentation Agents in accordance with the terms hereof and the other Credit Documents. Barclays, Citi, Scotiabank, Merrill Lynch, BNP Paribas and Goldman Sachs are each hereby appointed Arrangers hereunder, and each Lender hereby authorizes each of Barclays, Citi, Scotiabank, Merrill Lynch, BNP Paribas and Goldman Sachs to act as Arrangers in accordance with the terms hereof and the other Credit Documents.  Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable.  The provisions of this Section 9 are solely for the benefit of Agents and Lenders and, except as set forth in Section 9.7, no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof.  In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower or any of its Subsidiaries.  Each of Syndication Agents and Documentation Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates.  None of Barclays, Citi, Merrill Lynch, BNP Paribas and Goldman Sachs in their capacities as an Arranger, Documentation Agent, or Syndication Agent, shall have any obligations but shall be entitled to all benefits of this Section 9.

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9.2.   Powers and Duties.  Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto.  Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents.  Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees.  No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.  Administrative Agent hereby agrees that it shall (i) furnish to each Arranger, upon request, a copy of the Register, and (ii) cooperate with each Arranger in granting access to any Lenders (or potential lenders) who any Arranger identifies to the Platform.

9.3.   General Immunity.

(a)           No Responsibility for Certain Matters.  No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Credit Party, any Lender or any person providing the Settlement Service to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Secured Obligations or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Potential Event of Default or to make any disclosures with respect to the foregoing.  Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.

(b)           Exculpatory Provisions.  No Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by any Agent under or in connection with any of the Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct.  Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions.  Without prejudice to the generality of the foregoing, (i) each Agent shall

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be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, including any Settlement Confirmation or other communication issues by any Settlement Service, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Borrower and/or other Credit Parties), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5).

(c)           Delegation of Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Credit Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory, indemnification and other provisions of this Section 9.3 and of Section 9.6 shall apply to any of the Affiliates of Administrative Agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.  All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Section 9.3 and of Section 9.6 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein.  Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by Administrative Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of the Credit Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to Administrative Agent and not to any Credit Party, Lender or any other Person and no Credit Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent.

9.4.   Agents Entitled to Act as Lender.  The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder.  With respect to its participation in the Loans and the Letters of Credit, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity.  Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with Borrower or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from Borrower for services in connection herewith and otherwise without having to account for the same to Lenders.

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9.5.   Lenders’ Representations, Warranties and Acknowledgment.

(a)           Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Borrower and the Restricted Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Borrower and the Restricted Subsidiaries.  No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

(b)           Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan and/or Revolving Loans on the Closing Date or by the funding of any Incremental Term Loans or Incremental Revolving Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable, on the Closing Date and as of the date of funding of such Incremental Term Loans or Incremental Revolving Loans.

9.6.   Right to Indemnity.  Each Lender, in proportion to its Pro Rata Share at the time any claim therefor is made, severally agrees to indemnify each Agent, to the extent that such Agent shall not have been reimbursed by any Credit Party (but without limiting any Credit Party’s reimbursement obligations), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct.  If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

9.7.   Successor Administrative Agent, Collateral Agent and Swing Line Lender.  Administrative Agent may resign at any time by giving thirty days’ prior written notice thereof to Lenders and Borrower, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders.  Upon any such notice of resignation or any such removal, Requisite Lenders, with reasonable consent of Borrower, shall have the right,

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upon five Business Days’ notice to Borrower, to appoint a Lender as a successor Administrative Agent.  Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder.  Except as provided in the immediately preceding sentence, any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of Scotiabank or its successor as Collateral Agent.  After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder.  Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.  If Scotiabank or its successor as Administrative Agent pursuant to this Section has resigned as Administrative Agent but retained its role as Collateral Agent and no successor Collateral Agent has become the Collateral Agent pursuant to the immediately preceding sentence, Scotiabank or its successor may resign as Collateral Agent upon notice to Borrower and the Requisite Lenders at any time.  Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of Scotiabank or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder.  In such event (a) Borrower shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to Borrower for cancellation, and (c) Borrower shall issue, if so requested by successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

9.8.   Collateral Documents and Guaranty.

(a)           Agents under Collateral Documents and Guaranty.  Each Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Guaranty, the Collateral and the Collateral Documents; provided that neither Administrative Agent nor Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Secured Obligations with respect to any Rate Protection Agreement or Secured Cash Management Services Obligations.  Subject to Section 10.5, without further written consent or authorization from any

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Secured Party, Administrative Agent or Collateral Agent, as applicable, may execute any documents or instruments necessary or reasonably requested by Borrower to (i) in connection with a sale or disposition of assets permitted by this Agreement to a Person that is not a Credit Party, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, (ii) (x) release any Lien encumbering any item of Collateral in connection with the incurrence of Indebtedness secured by a Lien on such Collateral permitted under Section 6.2(n) to the extent and for so long as the contract or other agreement in which such Lien is granted validly prohibits the creation of any other Lien on such assets and proceeds or (y) release the Liens on the assets and property of any “Guarantors” under (and as defined in) the Existing Credit Agreement that granted Liens on “Collateral” under (and as defined in) the Existing Credit Agreement to the extent such “Guarantors” under (and as defined in) the Existing Credit Agreement are not Guarantors hereunder, (iii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, or (iv) subordinate the Liens of the Collateral Documents to Liens permitted under Section 6.2(w) and the documents creating such Liens and to implement and/or create customary arrangements and agreements in connection with residential condominium (or “condo-hotel” or “timeshare”) units and associations otherwise permitted hereunder.  In connection with any disposition or release of any Collateral pursuant to the terms of any Credit Document, at Borrower’s request and expense, the Administrative Agent or Collateral Agent, as applicable, shall (without recourse and without any representation or warranty) execute and deliver or cause to be executed and delivered to Borrower such documents (including UCC-3 termination statements) as Borrower may reasonably request to evidence or effect such release.

(b)           Right to Realize on Collateral and Enforce Guaranty.  Anything contained in any of the Credit Documents to the contrary notwithstanding, Borrower, Administrative Agent, Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and (ii) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale or other disposition.

(c)           Rights under Hedging Agreements. No Hedging Agreement will create (or be deemed to create)in favor of any Lender Counterparty that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Credit Documents except as expressly provided in Section 10.5(c)(v) of this Agreement and Section 8 of the Security Agreement.

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9.9.   Withholding Taxes.  To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax.  If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  The agreements in this Section 9.9 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.  For the avoidance of doubt, the term “Lender,” for purposes of this Section 9.9, shall include the Issuing Bank and any Swing Line Lender.

9.10.   Intercreditor Agreements.

Each Lender hereby further authorizes the Administrative Agent and the Collateral Agent, on behalf of and for the benefit of Lenders (and the other Secured Parties), to enter into  the First Lien Intercreditor Agreement, any Permitted Junior  Intercreditor Agreement and any other intercreditor agreements on terms reasonably satisfactory to the Administrative Agent and Collateral Agent with any holders of any secured Indebtedness permitted to be incurred under Sections 6.1(d), (r) or (s) or, at the request of Borrower, Sections 6.1(f) or (j), or otherwise consented to by the Lenders in accordance with Section 10.5, and to amend the Collateral Documents as contemplated by Section 5.18, and each Lender agrees to be bound by the terms of each such agreement.

SECTION 10.   MISCELLANEOUS

10.1.   Notices.

(a)           Notices Generally.  Any notice or other communication herein required or permitted to be given to a Credit Party, Syndication Agents, Collateral Agent, Administrative Agent, Swing Line Lender, Issuing Bank or Documentation Agents, shall be sent to such Person’s address as set forth on Appendix B or in the other relevant Credit Document, and in the case of any Lender, the address as indicated on Appendix B or otherwise indicated to Administrative Agent in writing.  Except as otherwise set forth in paragraph (b) below, each notice hereunder shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile or telex (provided that if such personal service, telefacsimile or telex communication is not received during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient), or three Business Days after depositing it in the United States mail with postage prepaid and properly ad-

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dressed; provided, no notice to any Agent shall be effective until received by such Agent; provided further, any such notice or other communication shall at the request of Administrative Agent be provided to any sub-agent appointed pursuant to Section 9.3(c) hereto as designated by Administrative Agent from time to time.

(b)           Electronic Communications.

(i)           Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites, including the Platform) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Section 2 if such Lender or the Issuing Bank, as applicable, has notified Administrative Agent that it is incapable of receiving notices under such Section by electronic communication.  Administrative Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.  Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(ii)           Each of the Credit Parties understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the willful misconduct or gross negligence of Administrative Agent.

(iii)           The Platform and any Approved Electronic Communications are provided “as is” and “as available”.  None of the Agents or any of their respective officers, directors, employees, agents, advisors or representatives (the “Agent Affiliates”) warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each expressly disclaims liability for errors or omissions in the Platform and the approved electronic communications.  No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by the Agent Affiliates in connection with the Platform or the approved electronic communications.

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(iv)           Each of the Credit Parties, the Lenders, the Issuing Banks and the Agents agree that Administrative Agent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with Administrative Agent’s customary document retention procedures and policies.

10.2.   Expenses.  Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to pay promptly (a) all the documented actual and reasonable costs and expenses of the Agents of preparation of the Credit Documents and any consents, amendments, waivers or other modifications thereto (limited to (i) one primary counsel for the Agents as a group, (ii) one local counsel in each appropriate jurisdiction for the Agents and Lenders as a group and (iii) special gaming counsel to the Arrangers); (b) all the documented, actual and reasonable costs of furnishing all opinions by counsel for Borrower and the other Credit Parties; (c) without duplication of clause (a) above, the documented, actual and reasonable fees, expenses and disbursements of counsel to Agents in connection with the negotiation, preparation, execution and administration of the Credit Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by Borrower (with respect to the negotiation, preparation and execution of the Amendment Agreement, subject to Section 15 of the Amendment Agreement); (d) all the documented actual costs and reasonable expenses of creating, perfecting and recording Liens in favor of Collateral Agent, for the benefit of the Secured Parties, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and, without duplication of clause (a) above, reasonable fees, expenses and disbursements of counsel to the Agents as a group and of counsel providing any opinions that the Agents or Requisite Lenders may reasonably request in respect of the Collateral or the Liens created pursuant to the Collateral Documents; (e) all the documented actual costs and reasonable fees, expenses and disbursements of any auditors, accountants, consultants or appraisers; (f) all the documented actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Collateral Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (g) all other documented actual and reasonable costs and expenses incurred by each Agent in connection with the syndication of the Loans and Commitments and the negotiation, preparation and execution of the Credit Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby; and (h) after the occurrence of a Potential Event of Default or an Event of Default, all documented costs and documented expenses, including reasonable attorneys’ fees and costs of settlement, incurred by any Agent and Lenders in enforcing any Secured Obligations or in collecting any payments due from any Credit Party hereunder or under the other Credit Documents by reason of such Potential Event of Default or Event of Default (including in connection with the sale, lease or license of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings.

10.3.   Indemnity.

(a)           Each Credit Party agrees to indemnify and hold harmless the each Agent and Lender, their affiliates and their respective officers, directors, employees, agents, advisors, controlling persons, members and successors and assigns (each, an “Indemnitee”) from and

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against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnitee may become subject arising out of or in connection with this Agreement, the Amendment Agreement and the other Credit Documents or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any such Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by any Credit Party or any of affiliates or shareholders of any Credit Party), and to reimburse each such Indemnitee upon demand for any reasonable legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any Indemnitee, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted (x) from the willful misconduct or gross negligence of such Indemnitee (or of the affiliates, officers, directors, employees, agents, advisors, controlling persons and members of such Indemnitee), or (y) from the material breach of such Indemnitee’s obligations hereunder or under the other Credit Documents.  Notwithstanding any other provision of this Agreement, no Indemnitee shall be liable for any indirect, special, punitive or consequential damages in connection with its activities related to any of the foregoing.

(b)           No Credit Party shall be required to indemnify any Indemnitee for any amount paid or payable by any Indemnitee in the settlement of any action, proceeding or investigation without such Credit Party’s prior written consent, which consent will not be unreasonably withheld or delayed; provided, however that such Credit Party’s indemnification obligation in respect of such action, proceeding or investigation herein (other than such settlement payments made without such Credit Party’s consent) shall continue in full force and effect.  Promptly after receipt by any Indemnitee of notice of its involvement in any action, proceeding or investigation, such Indemnitee shall, if a claim for indemnification in respect thereof is to be made against any Credit Party under this Section 10.3, notify such Credit Party in writing of such involvement.  Failure by an Indemnitee to so notify such Credit Party shall relieve such Credit Party from the obligation to indemnify such Indemnitee under this Section 10.3 only to the extent that such Credit Party suffers material prejudice to substantial rights and defenses as a result of such failure.

(c)           If any person is entitled to indemnification under this Section 10.3 with respect to any action or proceeding brought by a third party, the Credit Parties shall be entitled to assume the defense of any such action or proceeding with counsel reasonably satisfactory to such Indemnitee.  Upon assumption by the Credit Parties of the defense of any such action or proceeding, such Indemnitee shall have the right to participate in such action or proceeding and to retain its own counsel but the Credit Parties shall not be liable for any fees and legal expenses of other counsel or the fees or disbursements of other providers of professional services subsequently incurred by such Indemnitee in connection with the defense thereof unless (i) the Credit Parties have agreed to pay such reasonable and documented fees and expenses, (ii) the Credit Parties shall have failed to employ counsel reasonably satisfactory to such Indemnitee in a timely manner, or (iii) such Indemnitee shall have been advised by counsel that there are actual or potential conflicting interests between the Credit Parties and such Indemnitee or among Indemnitees, including situations in which there are one or more legal defenses available to such Indemnitees that are different from or additional to those available to the Credit Parties or other Indemnitees; provided, however, that the Credit Parties shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same

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general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnitees, except to the extent that local counsel (limited to one separate firm of attorneys in each separate jurisdiction) and/or a single firm of attorneys acting as special gaming counsel for all Indemnitees, in each case, in addition to regular counsel, are required in order to effectively defend against such action or proceeding and, except in the case of clause (iii) above, a separate firm of attorneys for such affected Indemnitees.  The Credit Parties shall not consent to the terms of any compromise or settlement of any action defended by the Credit Parties in accordance with the foregoing without the prior written consent of each applicable Indemnitee unless such compromise or settlement (i) includes an unconditional release of each such Indemnitee from all liability arising out of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of each such Indemnitee.

10.4.   Set-Off.  In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender is hereby authorized by each Credit Party at any time or from time to time subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender hereunder, the Letters of Credit and participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Credit Document, irrespective of whether or not (A) such Lender shall have made any demand hereunder or (B) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

10.5.   Amendments and Waivers.

(a)           Requisite Lenders’ Consent.  Subject to the additional requirements of Sections 10.5(b) and 10.5(c), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders; provided that Administrative Agent may, with the consent of Borrower only, amend, modify or supplement this Agreement or any of the other Credit Documents to cure any ambiguity, omission, mutual mistake among all parties hereto, defect or inconsistency, so long as such amendment, modifica-

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tion or supplement either (x) does not adversely affect the rights of any Lender or Issuing Bank, or (y) reflects the intent of all parties to the applicable Credit Document at the time of its execution.

(b)           Affected Lenders’ Consent.  Without the written consent of each Lender (other than a Defaulting Lender) that would be directly and adversely affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:

(i)           extend the scheduled final maturity of any Loan or Note;

(ii)           waive, reduce or postpone any scheduled repayment (but not prepayment);

(iii)           extend the stated expiration date of any Letter of Credit beyond the expiration of the Availability Period;

(iv)           reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium payable hereunder;

(v)           extend the time for payment of any such interest or fees;

(vi)           reduce or forgive the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;

(vii)           amend, modify, terminate or waive any provision of Section 2.13(b)(ii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required;

(viii)           amend the definition of “Requisite Lenders”or“Pro Rata Share” or amend Section 2.16(c), 2.17, or 10.5(a) in a manner intended to effect such a change; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders”or“Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date;

(ix)           release all or substantially all of the Collateral, or release Guarantors comprising a material portion of the aggregate value of the Guarantees from the Guaranty, except as expressly provided in the Credit Documents;

(x)           consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or

(xi)           amend, waive or otherwise modify (a) any of the terms and provisions (and related definitions) of Section 6.6, (b) any of the terms and provisions of the proviso set forth in Section 8.1(c) or (c) with respect to any Credit Extension after the Closing Date, any of the express terms and provisions set forth in Section 3.2 without the written consent of the Lenders holding a majority of the Revolving Exposure, taken as a

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whole, and, notwithstanding anything else in this Agreement to the contrary, any such amendment, waiver or other modification shall be effective for all purposes of this Agreement with the written consent of only the Lenders holding a majority of the Revolving Exposure, taken as a whole (or Administrative Agent with the prior written consent thereof), on the one hand, and Borrower, on the other hand.

(c)           Other Consents.  No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall:

(i)           increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Potential Event of Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;

(ii)           amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender;

(iii)           alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.15 without the consent of Lenders holding more than 50% of the aggregate Term B Loans of all Lenders, Incremental Term Loans of all Lenders or Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered;

(iv)           amend, modify, terminate or waive any obligation of Revolving Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank;

(v)           amend, modify or waive this Agreement or the Security Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Secured Obligations arising under Hedging Agreements or the definition of “Lender Counterparty,” “Hedging Agreement,” “Obligations,” or “Secured Obligations” in each case in a manner adverse to any Lender Counterparty with Secured Obligations then outstanding and that treats such Lender Counterparty differently than the Lenders without the written consent of any such Lender Counterparty; or

(vi)           amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent.

(d)           Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) in accordance with the terms hereof with the written consent of the Requisite Lenders, the Administrative Agent and the Borrower (a)  to permit additional extensions of

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credit to be outstanding hereunder from time to time and the accrued interest and fees and other obligations in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees and other obligations in respect thereof and (b) to include appropriately the holders of such extensions of credit in any determination of the requisite lenders required hereunder, including Requisite Lenders.

(e)           Notwithstanding the foregoing, technical and conforming modifications to the Credit Documents may be made with the consent of the Borrower and the Administrative Agent (but without the consent of any Lender) to the extent necessary to integrate any Incremental Term Loan Commitments or Incremental Revolving Commitments in a manner consistent with Section 2.24, including, with respect to Other Term Loans, as may be necessary to establish such Incremental Term Loan Commitments as a separate Class or tranche from the existing Term Loan Commitments or to effect the terms of any Extension Agreement or Refinancing Amendment.

(f)           Execution of Amendments, etc.  Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender.  Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.  No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances.  Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.

10.6.   Successors and Assigns; Participations.

(a)           Generally.  This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Lenders.  No Credit Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders.  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.  Subject to Section 10.6(b) and Section 10.6(c), each Lender shall have the right at any time to (i) sell, assign or transfer to any Eligible Assignee, or (ii) sell participations to any Eligible Assignee or any other Person (and in the case of any other Person, with the approval of Borrower) in all or any part of its Commitments or any Loan or Loans made by it or its Letters of Credit or participations therein or any other interest herein or in any other Obligations owed to it; provided that no such sale, assignment, transfer or participation shall, without the consent of Borrower, require Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify such sale, assignment, transfer or participation under the securities laws of any state; provided, further that no such sale, assignment or transfer described in clause (i) above shall be effective unless and until an Assignment Agreement, Affiliate Lender Assignment and Assumption or Settlement Confirmation effecting such sale, assignment or transfer shall have been accepted by Administrative Agent and recorded in the Register as provided in Sec-

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tion 10.6(b) and provided, further that no such sale, assignment, transfer or participation of any Letter of Credit or any participation therein may be made separately from a sale, assignment, transfer or participation of a corresponding interest in the Commitment and the Loans of the Lender effecting such sale, assignment, transfer or participation.  Except as otherwise provided in this Section 10.6, no Lender shall, as between Borrower and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment or transfer of, or any granting of participations in, all or any part of its Commitments or the Loans, the Letters of Credit or participations therein, or the other Obligations owed to such Lender.

(b)           Register.  Upon its receipt of (x) an Assignment Agreement or an Affiliate Lender Assignment and Assumption executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, or (y) if applicable, a Settlement Confirmation representing that the assignee is an Eligible Assignee, together with the processing and recordation fee referred to in Section 10.6(c) if applicable, and any forms, certificates or other evidence with respect to tax withholding matters that such assignee may be required to deliver to the Administrative Agent pursuant to Section 2.20(g), Administrative Agent shall, if Administrative Agent has consented to the assignment evidenced thereby (to the extent such consent is required pursuant to Section 10.6(c), (A) accept such Assignment Agreement or Affiliate Lender Assignment and Assumption or, if applicable, Settlement Confirmation by executing a counterpart thereof as provided therein (which acceptance shall evidence any required consent of Administrative Agent to such assignment), (b) record the information contained therein in the Register (on the same Business Day as it is received if received by 12:00 noon and on the following Business Day if received after such time) and (c) give prompt notice thereof to Borrower.  Administrative Agent shall maintain a copy of each Assignment Agreement, Affiliate Lender Assignment and Assumption and, if applicable, Settlement Confirmation delivered to and accepted by it as provided in this Section 10.6(b).  The date of such execution of a counterpart or recordation of a transfer shall be referred to herein as the “Assignment Effective Date.”

(c)           Right to Assign. Each Commitment, Loan, Letter of Credit or participation therein, other Obligation or rights under this Agreement may in whole or in part (i) be assigned, in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender or Related Fund, or may be pledged by a Lender in support of its obligations to such pledgee (without releasing the pledging Lender from any of its obligations hereunder); provided that the provisions of this clause (i) shall not apply to any Affiliate Lender to the extent such Affiliate Lender becomes a “Lender” as a result of the provisions of Section 10.6(j) or (ii) be assigned in an aggregate amount of not less than $1,000,000 (or such lesser amount (A) if contemporaneous assignments approved by Administrative Agent in its sole discretion aggregating not less than $1,000,000 are being made by one or more Eligible Assignees which are Affiliates or Related Funds or (B) as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other obligations of the assigning Lender) to any Eligible Assignee, in each case, with the giving of notice to Borrower and Administrative Agent; provided that if any assignment permitted by this clause (c) relates to Revolving Loans or Revolving Loan Commitments, the assignee shall represent that it has the financial resources to fulfill its commitments hereunder and such assignment is consented to by Administrative Agent (in its sole discretion, not to be unreasonably withheld or delayed), and, with respect to any assignment pursuant to this clause (c), at any time other than when an Event of Default has occurred and is continuing, such assignee shall be acceptable to Borrower, such consent not to be unreasonably

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withheld or delayed.  To the extent of any such assignment in accordance with clause (i) or (ii) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, other Obligations or rights under this Agreement, or the portion thereof so assigned.  The assignor or assignee to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $2,000 in respect of assignments other than assignments to or from any Arranger (it being understood only one such fee shall be payable in the case of concurrent assignments by a Lender to one or more Affiliates or Related Funds), and in each case such forms, certificates or other evidence, if any, with respect to tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to Section 2.20(g); provided, however, in the event that Administrative Agent, in its sole discretion, determines that Term Loans may be settled through a Settlement Service (defined below) pursuant to Section 10.6(d), only a written or electronic confirmation of such assignment issued by a Settlement Service (a “ Settlement Confirmation”) shall be delivered with respect to assignments settled through the Settlement Service.

(d)           Mechanics.  Administrative Agent has the right, but not the obligation, to effectuate assignments of Term Loans via an electronic settlement system acceptable to Administrative Agent as designated in writing from time to time to the Lenders by Administrative Agent (the “Settlement Service”).  At any time when Administrative Agent elects, in its sole discretion, to implement such Settlement Service, each such assignment shall be effected by the assigning Lender and proposed assignee pursuant to the procedures then in effect under the Settlement Service, which procedures shall be consistent with the other provisions of this Section 10.6.  Each assignor Lender and proposed assignee shall comply with the requirements of the Settlement Service in connection with effecting any transfer of Loans pursuant to the Settlement Service.  Administrative Agent’s and Borrower’s consent shall be deemed to have been granted to the extent required pursuant to Section 10.6(c) with respect to any transfer effected through the Settlement Service.  Assignments and assumptions of Term Loans shall be effected by such manual execution until Administrative Agent notifies Lenders of the Settlement Service as set forth herein.  Assignments and assumptions of Revolving Loans and Revolving Loan Commitments shall only be effected by manual execution and delivery to Administrative Agent of an Assignment Agreement at all times.  Assignments made pursuant to the foregoing provision shall be effective as of the Assignment Effective Date.  Notwithstanding anything herein or in any Assignment Agreement to the contrary and so long as no Potential Event of Default or Event of Default has occurred and is continuing, payments in respect of the settlement of an assignment of any Term Loan during periods when assignments may be settled through a Settlement Service (but not any Revolving Loan or Revolving Loan Commitment) and with respect to all unpaid interest and commitment fees if any, which have accrued on such Term Loan, whether such interest and commitment fees accrued before or after the applicable Assignment Effective Date, shall be made in the manner provided for by the Settlement Service.  Any and all fees payable to the Settlement Service shall be paid by the assigning Lender and/or its assignee which becomes a Lender hereunder and Administrative Agent shall have no responsibility whatsoever for payment thereof.

(e)           Representations and Warranties of Assignee.  Each Lender (other than an Affiliate Lender), upon execution and delivery hereof or upon succeeding to an interest in the

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Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or  loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

(f)           Effect of Assignment.  Subject to the terms and conditions of this Section 10.6, as of the “Assignment Effective Date” (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in the Loans and Commitments as reflected in the Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 10.8) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, (y) Issuing Bank shall continue to have all rights and obligations thereof with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder and (z) such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder); (iii) the Commitments shall be modified to reflect any Commitment of such assignee and any Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon Borrower shall issue and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Revolving Commitments and/or outstanding Loans of the assignee and/or the assigning Lender.

(g)           Participations.

(i)           Each Lender shall have the right at any time to sell one or more participations to any Eligible Assignee (or, with the consent of Borrower, any other Person) (other than Borrower, any of its Subsidiaries or any of its Affiliates) in all or any part of its Commitments, Loans or in any other Obligation or rights under this Agreement.

(ii)           The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would (A) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the expiration of the Availa-

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bility Period) in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Potential Event of Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (B) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement or (C) release all or substantially all of the Collateral under the Collateral Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating.

(iii)           Borrower agrees that each participant shall be entitled to the benefits of Sections 2.18(c), 2.19 and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided, (x) a participant shall not be entitled to receive any greater payment under Section 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, and (y) a participant shall not be entitled to the benefits of Section 2.20 unless it shall have complied with the requirements of Section 2.20 including, without limitation, Section 2.20(g); provided further that, except as specifically set forth in clauses (x) and (y) of this sentence, nothing herein shall require any notice to Borrower or any other Person in connection with the sale of any participation.  To the extent permitted by law, each participant also shall be entitled to the benefits of Section 10.4 as though it were a Lender, provided such participant agrees to be subject to Section 2.17 as though it were a Lender.

(h)           Certain Other Assignments and Participations.  In addition to any other assignment or participation permitted pursuant to this Section 10.6 any Lender may, without notice to or consent from the Administrative Agent or Borrower, assign and/or pledge all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank or any central banking authority; provided, that no Lender, as between Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further, that in no event shall the applicable Federal Reserve Bank, pledgee or trustee, be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

(i)           Nevada Gaming Authorities.  Notwithstanding anything to the contrary in this Section 10.6, the rights of the Lenders to make assignments of, and grant participations in, any or all of its Commitments or any Loan or Letter of Credit made or issued by it, or any interest therein, herein or in any other Obligations owed to any such Lender, shall be subject to the lawful orders of the Nevada Gaming Commission, to the extent required by the Nevada Gaming Laws.

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(j)           Assignments to Affiliate Lenders.  Notwithstanding anything to the contrary contained herein, any Lender may assign all or any portion of its Term Loans  hereunder to LVSC, any Credit Party, their respective Subsidiaries or any Related Party (LVSC, such Credit Party, their respective Subsidiaries or such Related Party, in such capacity, an “Affiliate Lender”; in no event shall any Debt Fund Affiliate Lender be subject to the restrictions of this Section 10.6(j) (other than subclause (vi) hereof) or Section 10.6(k) applicable to Affiliate Lenders except as provided in the proviso to Section 10.6(k) and in the proviso to the definition of Debt Fund Affiliate Lender) pursuant to open market purchases or pursuant to Dutch auction procedures open to all Lenders of the relevant Class of Term Loans on a pro rata basis in accordance with customary procedures to be agreed between the Borrower and the Administrative Agent; provided that:

(i)           no Potential Event of Default or Event of Default has occurred or is continuing or would result therefrom;

(ii)           the assigning Lender and Affiliate Lender purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement substantially in the form of Exhibit A-2 hereto (an “Affiliate Lender Assignment and Assumption”) in lieu of an Assignment Agreement;

(iii)           such assignment shall comply with the last proviso to the definition of Eligible Assignee;

(iv)           if such Affiliate Lender is LVSC, a Credit Party or a respective Subsidiary thereof, such Affiliate Lender shall immediately and irrevocably forgive, cancel and forever discharge the Term Loans purchased by and assigned to it;

(v)           Affiliate Lenders will be subject to the restrictions specified in Section 10.6(k);

(vi)           Affiliate Lenders shall not purchase any Revolving Loans or Revolving Commitments; and

(vii)           Affiliate Lenders shall not use proceeds of Revolving Loans hereunder to effect the purchase of Term Loans.

(k)           Notwithstanding anything to the contrary in this Agreement, no Affiliate Lender shall have any right to (i) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Borrower are not then present, (ii) receive any information or material prepared by Administrative Agent or any Lender or any communication by or among Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to the Borrower or its representatives or (iii) vote on matters requiring a Requisite Lender vote, and the Term Loans held by Affiliate Lenders shall be disregarded in determining (x) matters to be determined by Requisite Lender vote or (y) matters submitted to Lenders for consideration that do not require the consent of each Lender or each affected Lender or do not adversely affect such Affiliate Lender in any material respect as compared to other Lenders that are not Affiliated

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Lenders.  For purposes of any amendment, waiver or modification of any Credit Document or any plan of reorganization pursuant to the Bankruptcy Code, that in either case does not require the consent of each Lender or each affected Lender or does not adversely affect such Affiliate Lender in any material respect as compared to other Lenders, Affiliate Lenders will be deemed to have voted in the same proportion as the Lenders that are not Affiliate Lenders voting on such matter; and each Affiliate Lender hereby acknowledges, agrees and consents that if, for any reason, its vote to accept or reject any plan pursuant to the Bankruptcy Code is not deemed to have been so voted, then such vote will be (x) deemed not to be in good faith and (y) “designated” pursuant to Section 1126(e) of the Bankruptcy Code such that the vote is not counted in determining whether the applicable class has accepted or rejected such plan in accordance with Section 1126(c) of the Bankruptcy Code; provided that for any Requisite Lender vote, Debt Fund Affiliate Lenders cannot, in the aggregate, account for more than 49.9% of the amounts included in determining whether the Requisite Lenders (whether consenting or not) have consented to any amendment, waiver or other action.

(l)           In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Revolving Facility Percentage; provided that notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

10.7.   Independence of Covenants.  All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Potential Event of Default or an Event of Default if such action is taken or condition exists.

10.8.   Survival of Representations, Warranties and Agreements.  All representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Credit Extension.  Notwithstanding anything herein or implied by law to the contrary, the agreements of each Credit Party set forth in Sections 2.18(c), 2.19, 2.20, 10.2, 10.3 and 10.4 and the agreements of Lenders set forth in Sections 2.17, 9.3(b) and 9.6 shall survive the payment of the Loans, the cancellation or expiration of the Letters of Credit and the reimbursement of any amounts drawn thereunder, and the termination hereof.

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10.9.   No Waiver; Remedies Cumulative.  No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege.  The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents or any of the Hedging Agreements.  Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

10.10.   Marshalling; Payments Set Aside.  Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Secured Obligations.  To the extent that any Credit Party makes a payment or payments to Administrative Agent or Lenders (or to Administrative Agent, on behalf of Lenders), or any Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

10.11.   Severability.  In case any provision in or obligation hereunder or under any other Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

10.12.   Obligations Several; Independent Nature of Lenders’ Rights.  The obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder.  Nothing contained herein or in any other Credit Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

10.13.   Headings.  Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

10.14.   APPLICABLE LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND

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SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

10.15.   CONSENT TO JURISDICTION.  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

10.16.   WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS.  EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY

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TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER.  IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

10.17.   Confidentiality.  Each Agent (which term shall for the purposes of this Section 10.17 include each Arranger), and each Lender (which term shall for the purposes of this Section 10.17 include the Issuing Bank) shall hold all non-public information regarding Borrower, Sands Expo and their respective Subsidiaries and their businesses identified as such by Borrower and obtained by such Lender pursuant to the requirements hereof  in accordance with such Lender’s customary procedures for handling confidential information of  such nature, it being understood and agreed by Borrower that, in any event, each Agent and each Lender may make (i) disclosures of such information to Affiliates of such Lender or Agent and to their respective partners, directors, officers, employees, representatives, agents, advisors and trustees (and to other Persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.17), (ii) disclosures of such information reasonably required by any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation of any Loans or any participations therein or by any pledgee referred to in Section 10.6(h) or by any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations (provided, such assignees, transferees, participants, pledgees, counterparties and advisors are advised of and agree to be bound by either the provisions of this Section 10.17 or other provisions at least as restrictive as this Section 10.17), (iii) disclosure to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to the Credit Parties received by it from any of the Agents or any Lender, and (iv) disclosures required or requested by any governmental agency or representative thereof or by the NAIC or pursuant to legal or judicial process; provided, unless specifically prohibited by applicable law or court order, each Lender and each Agent shall make reasonable efforts to notify Borrower of any request by any governmental agency or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender by such governmental agency) for disclosure of any such non-public information prior to disclosure of such information.  In addition, each Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement and the other Credit Documents.

10.18.   Usury Savings Clause.  Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate.  If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect.  In

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addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, Borrower shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect.  Notwithstanding the foregoing, it is the intention of Lenders and Borrower to conform strictly to any applicable usury laws.  Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to Borrower.

10.19.   Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

10.20.   Effectiveness.  This Agreement shall become effective as provided in the Amendment Agreement.

10.21.   Patriot Act.  Each Lender and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow such Lender or Administrative Agent, as applicable, to identify Borrower in accordance with the Patriot Act.

10.22.   Electronic Execution of Assignments.  The words “execution,” “signed,” “signature,” and words of like import in any Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

10.23.   Gaming Authorities.  Arrangers, Administrative Agent and each Lender agree to cooperate with the Nevada Gaming Authorities or any other applicable gaming authority in connection with the administration of their regulatory jurisdiction over the Credit Parties, including to the extent not inconsistent with the internal policies of such Lender or Issuing Bank and any applicable legal or regulatory restrictions the provision of such documents or other information as may be requested by any such Nevada Gaming Authority or other gaming authority relating to Arrangers, Administrative Agent or any of the Lenders, or Borrower or any of its Subsidiaries, or to the Credit Documents.  Notwithstanding any other provision of the Agreement, Borrower expressly authorizes each Agent and Lender to cooperate with the Nevada Gaming Authorities and such other gaming authorities as described above.

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10.24.   Harrah’s Shared Garage Lease.  Notwithstanding any other provision hereof or in the Collateral Documents, the Credit Parties shall not be obligated to grant the Lenders a leasehold mortgage covering their leasehold interest in, to and under the Harrah’s Shared Garage Lease unless and until the landlord thereunder consents to such a mortgage. Instead, Borrower shall, within sixty (60) days (or such longer period as may be agreed to by the Administrative Agent) after request therefor by the Administrative Agent, cause VCR to assign its interest in, to and under the Harrah’s Shared Garage Lease to the Collateral Agent or a third party designated by the Collateral Agent, in either case on behalf of the Lenders, in which event the Collateral Agent or such third party, as applicable, shall simultaneously sublease all of the real property covered by the Harrah’s Shared Garage Lease back to VCR, all pursuant to documents reasonably satisfactory to the Collateral Agent.

10.25.   Certain Matters Affecting Lenders.

(a)           If (i) any Nevada Gaming Authority or Pennsylvania Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under the Nevada Gaming Laws or Pennsylvania Gaming Laws or (ii) any other gaming authority with jurisdiction over the gaming business of Borrower shall determine that any Lender does not meet its suitability standards (in any such case, a “Former Lender”), the Administrative Agent or Borrower shall have the right (but not the duty) to designate bank(s) or other financial institution(s) (in each case, a “Substitute Lender”) which may be any Lender or Lenders that agree to become a Substitute Lender and to assume the rights and obligations of the Former Lender, subject to receipt by the Administrative Agent of evidence that such Substitute Lender is an Eligible Assignee.  The Substitute Lender shall assume the rights and obligations of the Former Lender under this Agreement.  Borrower shall bear the costs and expenses of any Lender required by any Nevada Gaming Authority, or any other gaming authority with jurisdiction over the gaming business of Borrower, to file an application for a finding of suitability in connection with the investigation of any application by Borrower for a license to operate a gaming establishment or for any other approval required from the gaming authority.

(b)           Notwithstanding the provisions of Section 10.25(a), if any Lender becomes a Former Lender, and if the Administrative Agent or Borrower fails to find a Substitute Lender pursuant to Section 10.25(a) within any time period specified by the appropriate gaming authority for the withdrawal of a Former Lender (the “Withdrawal Period”), Borrower may prepay in full the outstanding principal amount of Loans made by such Former Lender, together with accrued interest thereon to the earlier of (x) the date of payment or (y) the last day of any Withdrawal Period.

10.26.   Effect of Restatement.  This Agreement shall, except as otherwise expressly set forth herein, supersede the Existing Credit Agreement from and after the Closing Date with respect to the transactions hereunder and with respect to the Loans and Letters of Credit outstanding under the Existing Credit Agreement as of the Closing Date.  The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Credit Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Credit Documents as in effect prior to the Closing Date, (b) such Obligations are in all respects continuing with only the terms being modified as provided in this Agreement and the other Credit Docu-

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ments, (c) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of such Obligations are in all respects continuing and in full force and effect with respect to all Obligations and (d) all references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement.

10.27.   No Fiduciary Duties. In connection with all aspects of each transaction contemplated hereby, each Credit Party acknowledges and agrees that:  (a) the extensions of credit provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document) are an arm’s-length commercial transaction between the Credit Parties, on the one hand, and the Agents and the Lenders, on the other hand, and the Credit Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (including any amendment, waiver or other modification hereof or thereof); (b) in connection with the process leading to such transaction, each Agent and each Lender is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any of the Credit Parties or any of their respective Affiliates, stockholders, creditors or employees or any other person; (c) none of the Agents or any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Credit Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Credit Document (irrespective of whether any Agent or any Lender has advised or is currently advising any Credit Party or their respective Affiliates on other matters) and none of the Agents or any Lender has any obligation to any Credit Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Documents; (d) the Agents,  the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Credit Parties and their respective Affiliates, and none of the Agents or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Agents and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Credit Document) and Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Credit Parties and their respective Affiliates each hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Agents and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with the transactions contemplated by this Agreement.

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APPENDIX A-1

TO CREDIT AND GUARANTY AGREEMENT

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APPENDIX A-1-1

APPENDIX A-2

TO CREDIT AND GUARANTY AGREEMENT

[INTENTIONALLY OMITTED]

APPENDIX A-2-1

APPENDIX A-3

TO CREDIT AND GUARANTY AGREEMENT

[INTENTIONALLY OMITTED]

APPENDIX A-3-1

APPENDIX A-4

TO CREDIT AND GUARANTY AGREEMENT

Revolving Commitments

Lender Revolving Commitment Pro Rata Share

APPENDIX A-4-1

APPENDIX B

TO CREDIT AND GUARANTY AGREEMENT

Notice Addresses

APPENDIX B-1

EXHIBIT A-1 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the “Assignment”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including, to the extent included in any such facilities, letters or credit and swingline loans) (the “Assigned Interest”).  Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.

Assignor and Assignee hereby agree that, upon giving effect to the assignment and assumption described above, (i) Assignee shall be a party to the Credit Agreement and shall have all of the rights and obligations under the Credit Documents, and shall be deemed to have made all of the covenants and agreements contained in the Credit Documents, arising out of or otherwise related to the Assigned Interest, and (ii) Assignor shall be absolutely released from any of such obligations, covenants and agreements assumed or made by Assignee in respect of the Assigned Interest.  Assignee hereby acknowledges and agrees that the agreement set forth in this paragraph is expressly made for the benefit of the Borrower, Administrative Agent, Assignor and the other Lenders and their respective successors and permitted assigns.

1. Assignor:

2. Assignee:

and is an Eligible Assignees

3. Borrower: Las Vegas Sands, LLC

4. Administrative Agent: The Bank of Nova Scotia, as the administrative agent under the Credit Agreement

EXHIBIT A-1-1

5. Credit Agreement: The $3,500,000,000 Second Amended and Restated Credit and Guaranty Agreement dated as of December 19, 2013 among Las Vegas Sands, LLC, certain subsidiaries of the Borrower as Guarantors, the Lenders parties thereto, The Bank of Nova Scotia, as Administrative Agent, and the other agents parties thereto

6. Assigned Interest:

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans1
______________2	$____________	$____________	$____________%
______________	$____________	$____________	$____________%
______________	$____________	$____________	$____________%

Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

7. Notice and Wire Instructions:

[NAME OF ASSIGNOR]	[NAME OF ASSIGNEE]
Notices:	Notices:

Attention: Telecopier: Attention: Telecopier:

________________________

1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Loan”, “Term B Loan”, etc.).

EXHIBIT A-1-2

with a copy to: with a copy to:

Attention: Telecopier: Attention: Telecopier:

Wire Instructions: Wire Instructions:

EXHIBIT A-1-3

The terms set forth in this Assignment are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:

Title: 

ASSIGNEE

[NAME OF ASSIGNEE]

By:

Title: 

[Consented to and]3 Accepted:

THE BANK OF NOVA SCOTIA, as

      Administrative Agent

By:

Title: 

[Consented to:]4

LAS VEGAS SANDS, LLC

By:

Title: 

________________________
3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

4 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

EXHIBIT A-1-4

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT

1. Representations and Warranties.

1.1 Assignor.  The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; (b) acknowledges that the Assignee makes no representation that it is not in possession of material non-public information and (c) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment, or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2 Assignee.  The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) it has experience and expertise in the making of or investing in loans such as the Loans, (iv) it has acquired the Assigned Interest for its own account in the ordinary course of its business and without a view to distribution of the Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws, (v) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (vi) it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision, and (vii) if it is a Non-U.S. Lender, attached to the Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on

EXHIBIT A-1-5

such documents and information as it shall deem appropriate at that time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2. Payments.  All payments with respect to the Assigned Interests shall be made on the Effective Date as follows:

2.1 With respect to Assigned Interests for Term Loans, unless notice to the contrary is delivered to the Lender from the Administrative Agent, payment to the Assignor by the Assignee in respect of the Assigned Interest shall include such compensation to the Assignor as may be agreed upon by the Assignor and the Assignee with respect to all unpaid interest which has accrued on the Assigned Interest to but excluding the Effective Date.  On and after the applicable Effective Date, the Assignee shall be entitled to receive all interest paid or payable with respect to the Assigned Interest, whether such interest accrued before or after the Effective Date.

2.2 With respect to Assigned Interests for Revolving Loans, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions.  This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment.  This Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to conflict of laws principles thereof.

[Remainder of page intentionally left blank]

EXHIBIT A-1-6

EXHIBIT A-2 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF AFFILIATE LENDER ASSIGNMENT AND ASSUMPTION AGREEMENT

This Affiliate Lender Assignment and Assumption Agreement (the “Affiliate Lender Assignment”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Affiliate Lender Assignment as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including, to the extent included in any such facilities, letters or credit and swingline loans) (the “Assigned Interest”).  Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Affiliate Lender Assignment and the Credit Agreement, without representation or warranty by the Assignor.

Assignor and Assignee hereby agree that, upon giving effect to the assignment and assumption described above, (i) Assignee shall be a party to the Credit Agreement and shall have all of the rights and obligations under the Credit Documents, and shall be deemed to have made all of the covenants and agreements contained in the Credit Documents, arising out of or otherwise related to the Assigned Interest, and (ii) Assignor shall be absolutely released from any of such obligations, covenants and agreements assumed or made by Assignee in respect of the Assigned Interest.  Assignee hereby acknowledges and agrees that the agreement set forth in this paragraph is expressly made for the benefit of the Borrower, Administrative Agent, Assignor and the other Lenders and their respective successors and permitted assigns.

1. Assignor:

2. Assignee:

and is an Affiliate Lender

3. Borrower: Las Vegas Sands, LLC

4. Administrative Agent: The Bank of Nova Scotia, as the administrative agent under the Credit Agreement

EXHIBIT A-2-1

5. Credit Agreement: The $3,500,000,000 Second Amended and Restated Credit and Guaranty Agreement dated as of December 19, 2013 among Las Vegas Sands, LLC, certain subsidiaries of the Borrower as Guarantors, the Lenders parties thereto, The Bank of Nova Scotia, as Administrative Agent, and the other agents parties thereto

6. Assigned Interest:

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans1
______________2	$____________	$____________	$____________%
______________	$____________	$____________	$____________%
______________	$____________	$____________	$____________%

Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

7. Notice and Wire Instructions:

[NAME OF ASSIGNOR]	[NAME OF ASSIGNEE]
Notices:	Notices:

Attention: Telecopier: Attention: Telecopier:

________________________

1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Term B Loan”, “Other Term Loan”, etc.).

EXHIBIT A-2-2

with a copy to: with a copy to:

Attention: Telecopier: Attention: Telecopier:

Wire Instructions: Wire Instructions:

EXHIBIT A-2-3

The terms set forth in this Assignment are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:

Title: 

ASSIGNEE

[NAME OF ASSIGNEE]

By:

Title: 

[Consented to and]3 Accepted:

THE BANK OF NOVA SCOTIA, as

      Administrative Agent

By:

Title: 

[Consented to:]4

LAS VEGAS SANDS, LLC

By:

Title: 

________________________ 

3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

4 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

EXHIBIT A-2-4

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR AFFILIATE LENDER ASSIGNMENT

AND ASSUMPTION AGREEMENT

1. Representations and Warranties.

1.1 Assignor.  The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliate Lender Assignment and to consummate the transactions contemplated hereby; (b) acknowledges that the Assignee makes no representation that it is not in possession of material non-public information and (c) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Affiliate Lender Assignment, or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2 Assignee.  The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliate Lender Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) it has acquired the Assigned Interest for its own account and without a view to distribution of the Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws, (v) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (vi) it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Affiliate Lender Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision, (vii) it is sophisticated with respect to, capable of evaluating and understanding, has participated in, is knowledgeable about and understands credit agreements of a type similar to the Credit Agreement, (viii) it is relying on the advice of its counsel and financial advisors with respect to this Affiliate Lender Assignment and in evaluating the terms, risks and conditions of the Credit Agreement, (ix) it

EXHIBIT A-2-5

has performed a due diligence review of the Borrower and its Affiliates, the Credit Agreement and the transactions contemplated thereby and is responsible for its decision to participate in the Credit Agreement, (x) if it is a Non-U.S. Lender, attached to the Affiliate Lender Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee and (xi) as of the Effective Date, after giving effect to the assignment of the Assigned Interest pursuant to this Affiliate Lender Assignment, the aggregate principal amount of all Term Loans held by all Affiliate Lenders (other than Debt Fund Affiliate Lenders) does not exceed 25% of the aggregate principal amount of the Term Loans outstanding; (b) acknowledges the limitation on the rights of Lenders that are Affiliate Lenders set forth in the Credit Agreement, including Section 10.6 thereof and (c) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at that time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2. Payments.  All payments with respect to the Assigned Interests shall be made on the Effective Date as follows:

2.1 With respect to Assigned Interests for Term Loans, unless notice to the contrary is delivered to the Lender from the Administrative Agent, payment to the Assignor by the Assignee in respect of the Assigned Interest shall include such compensation to the Assignor as may be agreed upon by the Assignor and the Assignee with respect to all unpaid interest which has accrued on the Assigned Interest to but excluding the Effective Date.  On and after the applicable Effective Date, the Assignee shall be entitled to receive all interest paid or payable with respect to the Assigned Interest, whether such interest accrued before or after the Effective Date.

2.2 With respect to Assigned Interests for Revolving Loans, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions.  This Affiliate Lender Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  The parties hereto agree that, if such Affiliate Lender is LVSC, a Credit Party or a respective Subsidiary thereof, the provisions of Section 10.06(j)(iv) of the Credit Agreement are incorporated by reference herein mutatis mutandis as if stated herein in full.  This Affiliate Lender Assignment may be executed in any number of counterparts, which

EXHIBIT A-2-6

together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Affiliate Lender Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment.  This Affiliate Lender Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to conflict of laws principles thereof.

[Remainder of page intentionally left blank]

EXHIBIT A-2-7

EXHIBIT B-1 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to the Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Las Vegas Sands, LLC (“Borrower”), certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank (“Scotiabank”), Barclays Bank PLC (“Barclays”), Citigroup Global Markets Inc. (“Citi”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), BNP Paribas Securities Corp. (“BNP Paribas”), Goldman Sachs Bank USA (“Goldman Sachs”) and Scotiabank, as Arrangers, Barclays and Citi, as Syndication Agents, Merrill Lynch, BNP Paribas and Goldman Sachs, as Documentation Agents and Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland and Sumitomo Mitsui Banking Corporation, as Senior Managing Agents.

Pursuant to the provisions of Section 2.20(g)(ii)(2)(C) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

EXHIBIT B-1-1

[NAME OF LENDER]
By:
	Name:
	Title:

Date: ________ __, 20[  ]

EXHIBIT B-1-2

EXHIBIT B-2 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to the Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Las Vegas Sands, LLC (“Borrower”), certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank (“Scotiabank”), Barclays Bank PLC (“Barclays”), Citigroup Global Markets Inc. (“Citi”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), BNP Paribas Securities Corp. (“BNP Paribas”), Goldman Sachs Bank USA (“Goldman Sachs”) and Scotiabank, as Arrangers, Barclays and Citi, as Syndication Agents, Merrill Lynch, BNP Paribas and Goldman Sachs, as Documentation Agents and Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland and Sumitomo Mitsui Banking Corporation, as Senior Managing Agents.

Pursuant to the provisions of Section 2.20(g)(ii)(2)(C) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either

EXHIBIT B-2-1

the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
By:
	Name:
	Title:

Date: ________ __, 20[  ]

EXHIBIT B-2-2

EXHIBIT B-3 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to the Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Las Vegas Sands, LLC (“Borrower”), certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank (“Scotiabank”), Barclays Bank PLC (“Barclays”), Citigroup Global Markets Inc. (“Citi”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), BNP Paribas Securities Corp. (“BNP Paribas”), Goldman Sachs Bank USA (“Goldman Sachs”) and Scotiabank, as Arrangers, Barclays and Citi, as Syndication Agents, Merrill Lynch, BNP Paribas and Goldman Sachs, as Documentation Agents and Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland and Sumitomo Mitsui Banking Corporation, as Senior Managing Agents.

Pursuant to the provisions of Section 2.20(g)(ii)(2)(C) of the Credit Agreement,  the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

EXHIBIT B-3-1

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date: ________ __, 20[  ]

EXHIBIT B-3-2

EXHIBIT B-4 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to the Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Las Vegas Sands, LLC (“Borrower”), certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank (“Scotiabank”), Barclays Bank PLC (“Barclays”), Citigroup Global Markets Inc. (“Citi”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), BNP Paribas Securities Corp. (“BNP Paribas”), Goldman Sachs Bank USA (“Goldman Sachs”) and Scotiabank, as Arrangers, Barclays and Citi, as Syndication Agents, Merrill Lynch, BNP Paribas and Goldman Sachs, as Documentation Agents and Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland and Sumitomo Mitsui Banking Corporation, as Senior Managing Agents.

Pursuant to the provisions of Section 2.20(g)(ii)(2)(C) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

EXHIBIT B-4-1

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date: ________ __, 20[  ]

 

EXHIBIT B-4-2

EXHIBIT C TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

[INTENTIONALLY OMITTED]

EXHIBIT C-1

EXHIBIT D TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF COMPLIANCE CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

1.  I am the [_____] of LAS VEGAS SANDS, LLC (“Borrower”).

2.  I have reviewed the terms of that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Las Vegas Sands, LLC (“Borrower”), certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank (“Scotiabank”), Barclays Bank PLC (“Barclays”), Citigroup Global Markets Inc. (“Citi”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), BNP Paribas Securities Corp. (“BNP Paribas”), Goldman Sachs Bank USA (“Goldman Sachs”) and Scotiabank, as Arrangers, Barclays and Citi, as Syndication Agents, Merrill Lynch, BNP Paribas and Goldman Sachs, as Documentation Agents and Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland and Sumitomo Mitsui Banking Corporation, as Senior Managing Agents, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of the Credit Parties during the accounting period covered by the attached financial statements.

3.  The examination described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Potential Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth in a separate attachment, if any, to this Certificate, describing in detail, the nature of the condition or event, the period during which it has existed and the action which Borrower has taken, is taking, or proposes to take with respect to each such condition or event.

The foregoing certifications, together with the computations set forth in the Annex A hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered [__________], 20[__] pursuant to Section 5.1(c) of the Credit Agreement.

LAS VEGAS SANDS, LLC
By:
Name:
Title:	[_____]

EXHIBIT D-1

ANNEX A TO

COMPLIANCE CERTIFICATE

FOR THE FISCAL [QUARTER] [YEAR] ENDING [mm/dd/yy].

1.   Consolidated Adjusted EBITDA: (i) - (ii) =			$[____,____,____]
(i)	(a)	Consolidated Net Income:	$[____,____,____]
	(b)	Consolidated Interest Expense:	$[____,____,____]
	(c)	provisions for taxes based on income to the extent deducted in calculating Consolidated Net Income:	$[____,____,____]
	(d)	total depreciation expense:	$[____,____,____]
	(e)	total amortization expense:	$[____,____,____]
	(f)	total pre-opening and development expenses:	$[____,____,____]
	(g)	total amortization of deferred gain and deferred rent incurred as a result of the sale of the retail mall spaces within the Resort Complex:	$[____,____,____]
	(h)	expenses and charges related to the transactions contemplated by the Credit Agreement and the other Credit Documents:	$[____,____,____]
	(i)	expenses and charges paid to any Lender, any Agent or any indemnity pursuant to Section 10.3 of the Credit Agreement or any comparable provision of any other Credit Document:	$[____,____,____]
	(j)	other non-cash items reducing Consolidated Net Income1:	$[____,____,____]

________________________

1 Excluding any such non-cash item to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a non-extraordinary cash item prepaid in the ordinary course of business in a prior period.

EXHIBIT D-2

	(ii)	other non-cash items increasing Consolidated Net Income2:		$[____,____,____]
2.   Consolidated Interest Expense:				$[____,____,____]
3.   Consolidated Net Income: (i) - (ii) =				$[____,____,____]
	(i)	the net income (or loss) of the Credit Parties on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP and before any reduction in respect of preferred stock dividends:		$[____,____,____]
	(ii)	(a)	the income (or loss) of any Person (other than a Credit Party or a Restaurant Joint Venture), except to the extent of the amount of dividends or other distributions actually paid to the Credit Parties by such Person during such period:	$[____,____,____]
		(b)	any amounts accrued that are paid or payable to managers of Restaurant Joint Ventures as management fees, or to equity owners (other than Credit Parties) in Restaurant Joint Ventures in accordance with their percentage of Equity Interests therein:	$[____,____,____]
		(c)	the income (or loss) of any Person accrued prior to the date it is merged into or consolidated with Borrower or any other Credit Party or that Person’s assets are acquired by Borrower or any other Credit Party:	$[____,____,____]

________________________

2 Excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash item in any prior period.

EXHIBIT D-3

(d)	any after-tax gains or losses attributable to (i) Asset Sales consummated pursuant to Section 6.7(a), (d), (q) or (r) of the Credit Agreement, (ii) returned surplus assets of any Pension Plan or (iii) the disposition of any Securities or the extinguishment of any Indebtedness of any Person or any of its restricted subsidiaries:	$[____,____,____]
(e)	dividends or distributions from any Excluded Subsidiary to Borrower or any other Credit Party which are used to fund their share of any applicable tax payments to be made under the Tax Sharing Agreement:	$[____,____,____]
(f)	the effect of non-cash accounting adjustments resulting from a change in the tax status of a flow-through tax entity to a “C-corporation” or other entity taxed similarly:	$[____,____,____]
(g)	any net extraordinary gains or net extraordinary losses:	$[____,____,____]
(h)	any refinancing (or, in the case of the Amendment Agreement, transaction) costs, amortization or charges (including premiums, costs, amortization and charges associated with the Amendment Agreement and the transactions contemplated thereby or any permitted refinancing of the New Senior Notes, any LVSC Debt that is guaranteed by the Credit Parties or any of the Obligations):	$[____,____,____]

EXHIBIT D-4

		(i)	any compensation charge or expenses realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights:	$[____,____,____]
4.   Consolidated Total Debt: (i) + (ii) – (iii) =				$[____,____,____]
	(i)	the aggregate stated balance sheet amount of all Indebtedness of the Credit Parties (other than any Shareholder Subordinated Indebtedness), determined on a consolidated basis in accordance with GAAP:		$[____,____,____]
	(ii)	all LVSC Debt that is guaranteed by the Credit Parties:		$[____,____,____]
	(iii)	the aggregate stated balance sheet amount of unrestricted Cash and Cash Equivalents (including, in any event, deposits received from Palazzo Condo Tower Sales) of the Credit Parties determined on a consolidated basis in accordance with GAAP as of such date:		$[____,____,____]
5.   Consolidated Leverage Ratio3: (i)/(ii) =
	(i)	Consolidated Total Debt:		$[____,____,____]

________________________

3 In any period of four consecutive Fiscal Quarters in which a Permitted Acquisition or Significant Asset Sale occurs, the Consolidated Leverage Ratio shall be determined on a pro forma basis in accordance with Section 1.4 of the Credit Agreement.

EXHIBIT D-5

(ii)	Consolidated Adjusted EBITDA for the period consisting of, if such date is a Quarterly Date, the Fiscal Quarter ending on such date and each of the three immediately preceding Fiscal Quarters, or if such date is not a Quarterly Date, the four full Fiscal Quarters most recently ended for which financial statements have been (or were required to be) delivered.:		$[____,____,____]
		Actual: Required:	__.__:1.00 __.__:1.00

EXHIBIT D-6

EXHIBIT E TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF CONVERSION/CONTINUATION NOTICE

Reference is made to the Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Las Vegas Sands, LLC (“Borrower”), certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank (“Scotiabank”), Barclays Bank PLC (“Barclays”), Citigroup Global Markets Inc. (“Citi”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), BNP Paribas Securities Corp. (“BNP Paribas”), Goldman Sachs Bank USA (“Goldman Sachs”) and Scotiabank, as Arrangers, Barclays and Citi, as Syndication Agents, Merrill Lynch, BNP Paribas and Goldman Sachs, as Documentation Agents and Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland and Sumitomo Mitsui Banking Corporation, as Senior Managing Agents.

Pursuant to Section 2.9 of the Credit Agreement, Borrower desires to convert or to continue the following Loans, each such conversion and/or continuation to be effective as of [                    ]:

1.  Term B Loans:

$[____,____,____]	Eurodollar Rate Loans to be continued with Interest Period of [] month(s)
$[____,____,____]	Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of [] month(s)
$[____,____,____]	Eurodollar Rate Loans to be converted to Base Rate Loans

2.  Revolving Loans:

$[____,____,____]	Eurodollar Rate Loans to be continued with Interest Period of [] month(s)
$[____,____,____]	Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of [] month(s)
$[____,____,____]	Eurodollar Rate Loans to be converted to Base Rate Loans

EXHIBIT E-1

[In the case of a conversion to Eurodollar Rate Loans, Borrower hereby certifies that as of the date hereof, no event that would constitute an Event of Default or a Potential Event of Default has occurred and is continuing.]1

Date: [________]	LAS VEGAS SANDS, LLC
	By:
	Name:
	Title:

________________________

1 To be added only if requested in writing by the Requisite Lenders.

EXHIBIT E-2

EXHIBIT F TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF COUNTERPART AGREEMENT

This COUNTERPART AGREEMENT, dated [] (this “Counterpart Agreement”) is delivered pursuant to that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Las Vegas Sands, LLC (“Borrower”), certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank (“Scotiabank”), Barclays Bank PLC (“Barclays”), Citigroup Global Markets Inc. (“Citi”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), BNP Paribas Securities Corp. (“BNP Paribas”), Goldman Sachs Bank USA (“Goldman Sachs”) and Scotiabank, as Arrangers, Barclays and Citi, as Syndication Agents, Merrill Lynch, BNP Paribas and Goldman Sachs, as Documentation Agents and Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland and Sumitomo Mitsui Banking Corporation, as Senior Managing Agents.

Section 1.  Pursuant to Section 5.11 of the Credit Agreement, the undersigned hereby:

2.           (a)           agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof;

3.           (b)           represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Credit Document and applicable to the undersigned is true and correct in all material respects both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct in all material respects as of such earlier date;

4.           (c)           no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Potential Event of Default;

5.           (d)           agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Section 7 of the Credit Agreement; and

6.           (e)           the undersigned hereby (i) agrees that this counterpart may be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all

EXHIBIT F-1

the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to Collateral Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to Collateral Agent supplements to all schedules attached to the Security Agreement.  All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement.

Section 2.  The undersigned agrees from time to time, upon request of Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Agreement.  Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Agreement) against whom enforcement of such change, waiver, discharge or termination is sought.  Any notice or other communication herein required or permitted to be given shall be given in pursuant to Section 10.1 of the Credit Agreement, and all for purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof.  In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

[Remainder of page intentionally left blank]

EXHIBIT F-2

IN WITNESS WHEREOF, the undersigned has caused this Counterpart Agreement to be duly executed and delivered by its duly authorized officer as of the date above first written.

[NAME OF SUBSIDIARY]

By:

Name: 

Title: 

Address for Notices:

Attention:

Telecopier

with a copy to:

Attention:

Telecopier

ACKNOWLEDGED AND ACCEPTED,

as of the date above first written:

THE BANK OF NOVA SCOTIA,

as Administrative Agent and Collateral Agent

By:

Name: 

Title: 

EXHIBIT F-3

EXHIBIT G-1 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

[FORM OF DEED OF TRUST (VENETIAN SITE)]

See execution version

EXHIBIT G-1-1

EXHIBIT G-2 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

[FORM OF DEED OF TRUST (PALAZZO SITE)]

See execution version

EXHIBIT G-2-1

EXHIBIT G-3 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

[FORM OF DEED OF TRUST (CENTRAL PARK WEST SITE)]

See execution version

EXHIBIT G-3-1

EXHIBIT G-4 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

[FORM OF DEED OF TRUST (SECC SITE)]

See execution version

EXHIBIT G-4-1

EXHIBIT G-5 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

[INTENTIONALLY OMITTED]

EXHIBIT G-5-1

EXHIBIT H-1 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

[INTENTIONALLY OMITTED]

EXHIBIT H-2-1

EXHIBIT H-2 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF REVOLVING LOAN NOTE

$[ 1 ][____,____,____]
December [_], 2013	New York, New York

FOR VALUE RECEIVED, LAS VEGAS SANDS, LLC, a Nevada limited liability company (“Borrower”), promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns, on or before [], the lesser of (a) [1][DOLLARS] ($[1][, ,]) and (b) the unpaid principal amount of all advances made by Payee to Borrower as Revolving Loans under the Credit Agreement referred to below.

Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Las Vegas Sands, LLC (“Borrower”), certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank (“Scotiabank”), Barclays Bank PLC (“Barclays”), Citigroup Global Markets Inc. (“Citi”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), BNP Paribas Securities Corp. (“BNP Paribas”), Goldman Sachs Bank USA (“Goldman Sachs”) and Scotiabank, as Arrangers, Barclays and Citi, as Syndication Agents, Merrill Lynch, BNP Paribas and Goldman Sachs, as Documentation Agents and Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland and Sumitomo Mitsui Banking Corporation, as Senior Managing Agents.

This Note is one of the “Revolving Loan Notes” in the aggregate principal amount of $[, ,] and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Loans evidenced hereby were made and are to be repaid.

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement.  Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, Borrower, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby.  Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made

________________________

[1] Lender’s Revolving Credit Commitment

EXHIBIT H-2-2

hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Borrower hereunder with respect to payments of principal of or interest on this Note.

This Note is subject to mandatory prepayment and to prepayment at the option of Borrower, each as provided in the Credit Agreement.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Borrower, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed.

Borrower promises to pay all costs and expenses, including reasonable attorney’s fees, to the extent provided in the Credit Agreement, incurred in the collection and enforcement of this Note.  Borrower and any endorsers of this Note hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Remainder of page intentionally left blank]

EXHIBIT H-2-3

IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

LAS VEGAS SANDS, LLC

By:

Name: 

Title: 

EXHIBIT H-2-4

TRANSACTIONS ON

REVOLVING LOAN NOTE

Date Amount of Loan Made This Date Amount of Principal Paid This Date Outstanding Principal Balance This Date Notation Made By

EXHIBIT H-2-5

EXHIBIT H-3 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF SWING LINE NOTE

$[ 1 ][____,____,____]
December [_], 2013	New York, New York

FOR VALUE RECEIVED, LAS VEGAS SANDS, LLC, a Nevada limited liability company (“Borrower”), promises to pay to THE BANK OF NOVA SCOTIA, as Swing Line Lender (“Payee”), on or before []), the lesser of (a) [1][DOLLARS] ($[, ,]) and (b) the unpaid principal amount of all advances made by Payee to Borrower as Swing Line Loans under the Credit Agreement referred to below.

Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Las Vegas Sands, LLC (“Borrower”), certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank (“Scotiabank”), Barclays Bank PLC (“Barclays”), Citigroup Global Markets Inc. (“Citi”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), BNP Paribas Securities Corp. (“BNP Paribas”), Goldman Sachs Bank USA (“Goldman Sachs”) and Scotiabank, as Arrangers, Barclays and Citi, as Syndication Agents, Merrill Lynch, BNP Paribas and Goldman Sachs, as Documentation Agents and Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland and Sumitomo Mitsui Banking Corporation, as Senior Managing Agents.

This Note is the “Swing Line Note” and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Swing Line Loans evidenced hereby were made and are to be repaid.

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Swing Line Lender or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement.

This Note is subject to mandatory prepayment and to prepayment at the option of Borrower, each as provided in the Credit Agreement.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND

________________________

[1] Swing Line Sublimit

EXHIBIT H-3-1

ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Borrower, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed.

Borrower promises to pay all costs and expenses, including reasonable attorney’s fees, to the extent provided in the Credit Agreement, incurred in the collection and enforcement of this Note.  Borrower and any endorsers of this Note hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Remainder of page intentionally left blank]

EXHIBIT H-3-2

IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

LAS VEGAS SANDS, LLC

By:

Name: 

Title: 

EXHIBIT H-3-3

TRANSACTIONS ON

SWING LINE NOTE

Date Amount of Loan Made This Date Amount of Principal Paid This Date Outstanding Principal Balance This Date Notation Made By

EXHIBIT H-3-4

EXHIBIT H-4 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF TERM B LOAN NOTE

$[ 1 ][____,____,____]
December [_], 2013	New York, New York

FOR VALUE RECEIVED, LAS VEGAS SANDS, LLC, a Nevada limited liability company (“Borrower”), promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns the principal amount of [1][DOLLARS] ($[1][, ,]) in the installments referred to below.

Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Las Vegas Sands, LLC (“Borrower”), certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank (“Scotiabank”), Barclays Bank PLC (“Barclays”), Citigroup Global Markets Inc. (“Citi”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), BNP Paribas Securities Corp. (“BNP Paribas”), Goldman Sachs Bank USA (“Goldman Sachs”) and Scotiabank, as Arrangers, Barclays and Citi, as Syndication Agents, Merrill Lynch, BNP Paribas and Goldman Sachs, as Documentation Agents and Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland and Sumitomo Mitsui Banking Corporation, as Senior Managing Agents.

Borrower shall make principal payments on this Note as set forth in Section 2.12 of the Credit Agreement.

This Note is one of the “Term B Loan Notes” in the aggregate principal amount of $[, ,] and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Term Loan evidenced hereby was made and is to be repaid.

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement.  Unless and until an Assignment Agreement or Settlement Confirmation effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, Borrower, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby.  Payee hereby agrees, by its acceptance

________________________

[1] Lender’s Term B Loan Commitment

EXHIBIT H-4-1

hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Borrower hereunder with respect to payments of principal of or interest on this Note.

This Note is subject to mandatory prepayment and to prepayment at the option of Borrower, each as provided in the Credit Agreement.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Borrower, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed.

Borrower promises to pay all costs and expenses, including reasonable attorney’s fees, to the extent provided in the Credit Agreement, incurred in the collection and enforcement of this Note.  Borrower and any endorsers of this Note hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Remainder of page intentionally left blank]

EXHIBIT H-4-2

IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

LAS VEGAS SANDS, LLC

By:

Name: 

Title: 

EXHIBIT H-4-3

EXHIBIT H-5 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

[INTENTIONALLY OMITTED]

EXHIBIT H-5-1

EXHIBIT H-6 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF FIRST LIEN INTERCREDITOR AGREEMENT

See attached

EXHIBIT H-6-1

EXHIBIT I TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF FUNDING NOTICE

Reference is made to the Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Las Vegas Sands, LLC (“Borrower”), by and among Las Vegas Sands, LLC (“Borrower”), certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank (“Scotiabank”), Barclays Bank PLC (“Barclays”), Citigroup Global Markets Inc. (“Citi”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), BNP Paribas Securities Corp. (“BNP Paribas”), Goldman Sachs Bank USA (“Goldman Sachs”) and Scotiabank, as Arrangers, Barclays and Citi, as Syndication Agents, Merrill Lynch, BNP Paribas and Goldman Sachs, as Documentation Agents and Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland and Sumitomo Mitsui Banking Corporation, as Senior Managing Agents.

Pursuant to Section 2.1 or 2.2 or 2.3 of the Credit Agreement, Borrower desires that Lenders make the following Loans to Borrower in accordance with the applicable terms and conditions of the Credit Agreement on [               ] (the “Credit Date”):

[ Term B Loans
o	Base Rate Loans:	$[, ,]
o	Eurodollar Rate Loans, with an initial      Interest Period of _____ month(s):	$[, ,] ]
[ Revolving Loans
o	Base Rate Loans:	$[, ,]
o	Eurodollar Rate Loans, with an initial      Interest Period of _____ month(s):	$[, ,] ]
[ Swing Line Loans		$[, ,] ]

Borrower hereby certifies that:

(i)           after making the Loans requested on the Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect;

EXHIBIT I-1

(ii)           as of the Credit Date, the representations and warranties contained in each of the Credit Documents are true, correct and complete in all material respects on and as of such Credit Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as of such earlier date; and

(iii)           as of the Credit Date, no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default.

Date: [________]	LAS VEGAS SANDS, LLC
	By:
	Name:
	Title:

EXHIBIT I-2

EXHIBIT J TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF INTERCOMPANY SUBORDINATED DEMAND PROMISSORY NOTE

Note Number: []  Dated:  December [_], 2013 

FOR VALUE RECEIVED, LAS VEGAS SANDS, LLC and each of its Restricted Subsidiaries (collectively, the “Group Members” and each, a “Group Member”) which is a party to this intercompany subordinated demand promissory note (the “Promissory Note”) promises to pay to the order of such other Group Member as makes loans to such Group Member (each Group Member which borrows money pursuant to this Promissory Note is referred to herein as a “Payor” and each Group Member which makes loans and advances pursuant to this Promissory Note is referred to herein as a “Payee”), on demand, in lawful money of the United States of America, in immediately available funds and at the appropriate office of the Payee, the aggregate unpaid principal amount of all loans and advances heretofore and hereafter made by such Payee to such Payor and any other indebtedness now or hereafter owing by such Payor to such Payee as shown in the books and records of such Payee.  The failure to show any such Indebtedness or any error in showing such Indebtedness shall not affect the obligations of any Payor hereunder.  Capitalized terms used herein but not otherwise defined herein shall have the meanings given such terms in the Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”), by and among Las Vegas Sands, LLC (“Borrower”), certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank (“Scotiabank”), Barclays Bank PLC (“Barclays”), Citigroup Global Markets Inc. (“Citi”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), BNP Paribas Securities Corp. (“BNP Paribas”), Goldman Sachs Bank USA (“Goldman Sachs”) and Scotiabank, as Arrangers, Barclays and Citi, as Syndication Agents, Merrill Lynch, BNP Paribas and Goldman Sachs, as Documentation Agents and Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland and Sumitomo Mitsui Banking Corporation, as Senior Managing Agents.

The unpaid principal amount hereof from time to time outstanding shall bear interest at a rate equal to the rate as may be agreed upon in writing from time to time by the relevant Payor and Payee; provided, that, at the Collateral Agent’s option following the occurrence and during the continuation of an Event of Default under the Credit Agreement (“Secured Debt Default”), overdue amounts shall bear interest at the rate per annum then applicable to Base Rate Loans (as defined in the Credit Agreement), plus 2.0% per annum.  Interest shall be due and payable on the last day of each month commencing after the date hereof or at such other times as may be agreed upon in writing from time to time by the relevant Payor and Payee.  Upon demand for payment of any principal amount hereof, accrued but unpaid interest on such principal amount shall also be due and payable.  Interest shall be paid in lawful money of the United States of America and in immediately available funds.  Interest shall be computed for the actual number of days elapsed on the basis of a year consisting of 365 days.

EXHIBIT J-1

Each Payor and any endorser of this Promissory Note hereby waives presentment, demand, protest and notice of any kind.  No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

This Promissory Note has been pledged by each Payee to the Collateral Agent for the benefit of the Secured Parties, as security for such Payee’s obligations, if any, under the Credit Documents and any documents related to any Parri Passu Indebtedness to which such Payee is a party.  Each Payor acknowledges and agrees that the Collateral Agent and the other Secured Parties may exercise all the rights of the Payees under this Promissory Note during the continuance of an Event of Default (as defined in the Credit Agreement) and will not be subject to any abatement, reduction, recoupment, defense, setoff or counterclaim available to such Payor until the Obligations then due and payable have been paid in full.

Each Payee agrees that any and all claims of such Payee against any Payor or any endorser of this Promissory Note, or against any of their respective properties, shall be subordinate and subject in right of payment to the Secured Obligations (as defined in the Security Agreement) until all of the Secured Obligations then due and payable have been performed and paid in full in cash in immediately available funds, no letters of credit are outstanding under any Credit Documents and all commitments to extend credit under any Credit Document have been terminated; provided, that each Payor may make payments to the applicable Payee so long as no Secured Debt Default shall have occurred and be continuing; and provided, further, that all loans and advances made by a Payee pursuant to this Promissory Note shall be received by the applicable Payor subject to the provisions of the Credit Documents.  Notwithstanding any right of any Payee to ask, demand, sue for, take or receive any payment from any Payor, all rights, Liens and security interests of such Payee, whether now or hereafter arising and howsoever existing, in any assets of any Payor (whether constituting part of the security or collateral given to the Collateral Agent or any other Secured Party to secure payment of all or any part of the Secured Obligations or otherwise) shall be and hereby are subordinated to the rights of the Collateral Agent or any other Secured Party in such assets until all Secured Obligations (as defined in the Security Agreement) then due and payable have been paid in full.  Except as permitted by the Credit Documents, the Payees shall have no right to possession of any such asset or to foreclose upon, or exercise any other remedy in respect of, any such asset, whether by judicial action or otherwise, unless and until all of the Secured Obligations (other than unmatured indemnification obligations) shall have been performed and paid in full in cash in immediately available funds, no letters of credit are outstanding under any Credit Documents and all commitments have been expired or terminated.

If all or any part of the assets of any Payor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of any Payor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any Payor is dissolved or if (except as permitted by the Credit Documents) all or substantially all of the assets of any Payor are sold, then, and in any such event, any payment or distribution of any kind or character, whether in cash, securities or other investment property, or otherwise, which shall be payable or deliverable upon or with respect to any indebtedness of such Payor to any Payee (“Payor Indebtedness”) shall be paid or delivered directly to the Collateral Agent for application to any of the Secured Obligations in accordance with the terms

EXHIBIT J-2

of the Credit Agreement, due or to become due, until the date on which the Secured Obligations (other than unmatured indemnification obligations) shall have been performed and paid in full in cash in immediately available funds, no letters of credit shall be outstanding under any Credit Documents (unless cash collateralized on terms reasonably satisfactory to the Issuing Bank) and all commitments to extend credit under any Credit Document shall have expired or been terminated.  Each Payee irrevocably authorizes, empowers and appoints the Collateral Agent as such Payee’s attorney-in-fact (which appointment is coupled with an interest and is irrevocable and is effective upon the occurrence of an Event of Default) to demand, sue for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of such Payee such proofs of claim and take such other action, in the Collateral Agent’s own name or in the name of such Payee or otherwise, as the Collateral Agent may deem necessary or advisable for the enforcement of this Promissory Note.  Each Payee also agrees to execute, verify, deliver and file any such proofs of claim in respect of the Payor Indebtedness requested by the Collateral Agent.  The Collateral Agent may vote such proofs of claim in any such proceeding (and the applicable Payee shall not be entitled to withdraw such vote), receive and collect any and all dividends or other payments or disbursements made on Payor Indebtedness in whatever form the same may be paid or issued and apply the same on account of any of the Secured Obligations in accordance with the Credit Agreement.  Upon the occurrence and during the continuance of any Secured Debt Default, should any payment, distribution, security or other investment property or instrument or any proceeds thereof be received by any Payee upon or with respect to Payor Indebtedness owing to such Payee prior to such time as the Secured Obligations (other than unmatured indemnification obligations) have been performed and paid in full in cash in immediately available funds, no letters of credit are outstanding under any Credit Document and all commitments to extend credit under any Credit Document (unless cash collateralized on terms reasonably satisfactory to the Issuing Bank) have expired or been terminated, such Payee shall receive and hold the same in trust, as trustee, for the benefit of the Collateral Agent and the Secured Parties, and shall forthwith deliver the same to the Collateral Agent, for the benefit of the Secured Parties, in precisely the form received (except for the endorsement or assignment of such Payee where necessary or advisable in the Collateral Agent’s judgment), for application to any of the Secured Obligations in accordance with the Credit Agreement, due or not due, and, until so delivered, the same shall be segregated from the other assets of such Payee and held in trust by such Payee as the property of the Collateral Agent, for the benefit of the Secured Parties.  If such Payee fails to make any such endorsement or assignment to the Collateral Agent, the Collateral Agent or any of its officers, employees or representatives are hereby irrevocably authorized to make the same.  Each Payee agrees that until the Secured Obligations (other than unmatured indemnification obligations) have been performed and paid in full in cash in immediately available funds, no letters of credit are outstanding under any Credit Document (unless cash collateralized on terms reasonably satisfactory to the Issuing Bank) and all commitments to extend credit under any Credit Document have expired or been terminated, such Payee will not, except as otherwise permitted by the Credit Agreement, (i) assign or transfer, or agree to assign or transfer, to any Person (other than in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the Collateral Documents or otherwise) any claim such Payee has or may have against any Payor, (ii) discount or extend the time for payment of any Payor Indebtedness, or (iii) otherwise amend, modify, supplement, waive or fail to enforce any provision of this Promissory Note.

EXHIBIT J-3

The Secured Parties shall be third party beneficiaries hereof and shall be entitled to enforce the subordination and other provisions hereof.

This Note, the Credit Documents, and the exercise of all rights, powers and remedies thereunder, are subject to all applicable provisions of the Nevada Gaming Control Act, as amended from time to time, and the regulations of the Commission promulgated thereunder, as amended from time to time.  Notwithstanding anything to the contrary contained herein or in the Credit Documents, nothing therein shall be construed at any time to constitute a pledge of the shares of common stock of the Payor, any restriction on the transfer of the shares of common stock of the Payor or any agreement not to encumber the shares of common stock of the Payor.

Notwithstanding anything to the contrary contained herein, in any other Credit Document or in any such promissory note or other instrument, this Promissory Note (i) replaces and supersedes any and all promissory notes or other instruments which create or evidence any loans or advances made on or before the date hereof by any Group Member to any other Group Member, and (ii) shall not be deemed replaced, superseded or in any way modified by any promissory note or other instrument entered into on or after the date hereof which purports to create or evidence any loan or advance by any Group Member to any other Group Member.

THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

From time to time after the date hereof, additional subsidiaries of the Group Members may become parties hereto by executing a counterpart signature page to this Promissory Note (each additional subsidiary, an “Additional Payor”).  Upon delivery of such counterpart signature page to the Payees, notice of which is hereby waived by the other Payors, each Additional Payor shall be a Payor and shall be as fully a party hereto as if such Additional Payor were an original signatory hereof.  Each Payor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Payor hereunder.  This Promissory Note shall be fully effective as to any Payor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Payor hereunder.

This Promissory Note may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

[Signature page follows]

EXHIBIT J-4

IN WITNESS WHEREOF, each Payor has caused this Intercompany Subordinated Demand Promissory Note to be executed and delivered by its proper and duly authorized officer as of the date set forth above.

LAS VEGAS SANDS, LLC
By:
	Name
	Title

SANDS EXPO & CONVENTION CENTER, INC.
By:
	Name
	Title

SANDS PENNSYLVANIA, INC.
By:
	Name
	Title

VENETIAN CASINO RESORT, LLC By: Las Vegas Sands, LLC,        its Managing Member
By:
	Name
	Title

VENETIAN MARKETING, INC.
By:
	Name
	Title

EXHIBIT J-5

FOR VALUE RECEIVED, each of the undersigned does hereby sell, assign and transfer to _______________ all of its right, title and interest in and to the Intercompany Subordinated Demand Promissory Note, dated December [_], 2013 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Promissory Note”), made by Las Vegas Sands, LLC, a Nevada limited liability company, (“Company”), and certain Subsidiaries of the Company or any other Person that is or becomes a party thereto, and payable to the undersigned.  This endorsement is intended to be attached to the Promissory Note and, when so attached, shall constitute an endorsement thereof.

The initial undersigned shall be the Group Members (as defined in the Promissory Note) party to the Secured Debt Documents on the date of the Promissory Note.  From time to time after the date thereof, additional subsidiaries of the Group Members may become parties to the Promissory Note (each, an “Additional Payee”) and a signatory to this endorsement by executing a counterpart signature page to the Promissory Note and to this endorsement.  Upon delivery of such counterpart signature page to the Payors, notice of which is hereby waived by the other Payees, each Additional Payee shall be a Payee and shall be as fully a Payee under the Promissory Note and a signatory to this endorsement as if such Additional Payee were an original Payee under the Promissory Note and an original signatory hereof.  Each Payee expressly agrees that its obligations arising under the Promissory Note and hereunder shall not be affected or diminished by the addition or release of any other Payee under the Promissory Note or hereunder.  This endorsement shall be fully effective as to any Payee that is or becomes a signatory hereto regardless of whether any other Person becomes or fails to become or ceases to be a Payee to the Promissory Note or hereunder.

Dated: December [_], 2013

[Signature page follows]

EXHIBIT J-6

LAS VEGAS SANDS, LLC
By:
	Name:
	Title:

SANDS EXPO & CONVENTION CENTER, INC.
By:
	Name:
	Title:

:

SANDS PENNSYLVANIA, INC.
By:
	Name:
	Title:

VENETIAN CASINO RESORT, LLC By: Las Vegas Sands, LLC,        its Managing Member
By:
	Name:
	Title:

VENETIAN MARKETING, INC.
By:
	Name:
	Title:

EXHIBIT J-7

EXHIBIT K TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF ISSUANCE NOTICE

Reference is made to the Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Las Vegas Sands, LLC (“Borrower”), certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank (“Scotiabank”), Barclays Bank PLC (“Barclays”), Citigroup Global Markets Inc. (“Citi”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), BNP Paribas Securities Corp. (“BNP Paribas”), Goldman Sachs Bank USA (“Goldman Sachs”) and Scotiabank, as Arrangers, Barclays and Citi, as Syndication Agents, Merrill Lynch, BNP Paribas and Goldman Sachs, as Documentation Agents and Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland and Sumitomo Mitsui Banking Corporation, as Senior Managing Agents.

Pursuant to Section 2.4 of the Credit Agreement, Borrower desires a Letter of Credit to be issued in accordance with the terms and conditions of the Credit Agreement on [                ] (the “Credit Date”) in an aggregate face amount of $[, ,].

Attached hereto for each such Letter of Credit are the following:

(a)           the proposed date of issuance;

(b)           the stated amount of such Letter of Credit;

(c)           the name and address of the beneficiary;

(d)           the expiration date; and

(e)           either (i) the verbatim text of such proposed Letter of Credit, or (ii) a description of the proposed terms and conditions of such Letter of Credit, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of such Letter of Credit, would require the Issuing Lender to make payment under such Letter of Credit.

Borrower hereby certifies that:

(i)           after issuing such Letter of Credit requested on the Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect;

(ii)           as of the Credit Date, the representations and warranties contained in each of the Credit Documents are true, correct and complete in all material respects on and as of such Credit Date to the same extent as though made on and as of such date, except to the extent such

EXHIBIT K-1

representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as of such earlier date; and

(iii)           as of such Credit Date, no event has occurred and is continuing or would result from the consummation of the issuance contemplated hereby that would constitute an Event of Default or a Potential Event of Default.

Date: [________]	LAS VEGAS SANDS, LLC
	By:
	Name:
	Title:

EXHIBIT K-2

EXHIBIT L TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

[INTENTIONALLY OMITTED]

EXHIBIT L-1

EXHIBIT M

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF SECURITY AGREEMENT

[see attached]

EXHIBIT M-1

EXHIBIT N TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

[INTENTIONALLY OMITTED]

EXHIBIT N-1

EXHIBIT O TO

SECOND AMENDED AND RESTATED 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 address is (i) GWS - Loan Operations, 720 King Street West, 2nd Floor, c/o The Bank of Nova Scotia, Toronto, Ontario M5V 2T3, Canada, Attention: John Hall / Wendy Cheung.

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 Second Amended and Restated Credit and Guaranty Agreement dated as of December 19, 2013 (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;

E.           WHEREAS, the Deed of Trust also secures certain other first priority secured obligations of the Borrower and its subsidiaries;

EXHIBIT O-1

F.           WHEREAS, Collateral Agent, Landlord and Tenant desire to confirm their understanding with respect to the Lease and the Loans and the rights of Tenant and the Lenders thereunder.

G.           NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.           Subordination.  Notwithstanding anything to the contrary set forth in the Lease, Tenant hereby subordinates and subjects the Lease and the leasehold estate created thereby and all of Tenant’s rights thereunder to the Deed of Trust and the liens thereof and all advances of the Lenders and rights of the Collateral Agent thereunder and to any and all renewals, modifications, consolidations, replacements and extensions thereof, as fully and as if the Deed of Trust and all of its renewals, modifications, consolidations, replacements and extensions had been executed, delivered and recorded prior to execution of the Lease. Without affecting the foregoing subordination, the Collateral Agent and any other secured party under the Deed of Trust may, from time to time:  (a) extend, in whole or in part, by renewal or otherwise, the terms of payment or performance of any obligation secured by the Deed of Trust; (b) release, surrender, exchange or modify any obligation secured by the Deed of Trust, or any security for such obligation; or (c) settle or compromise any claim with respect to any obligation secured by the Deed of Trust or against any person who has given security for any such obligation.

2.           Non-Disturbance.  If, at any time, the Collateral Agent or any person or entity or any of their successors or assigns who shall acquire the interest of Landlord under the Lease through a foreclosure of the Deed of Trust, the exercise of the power of sale under the Deed of Trust, a deed-in-lieu of foreclosure, an assignment-in-lieu of foreclosure or otherwise (each, a “New Owner”) shall succeed to the interests of Landlord under the Lease, so long as the Lease is then in full force and effect, Tenant complies with this Agreement and no default or event that, with the passage of time or giving of notice, or both, would constitute a default on the part of Tenant (collectively, a “Default”) exists under the Lease, the Lease shall continue in full force and effect as a direct lease between the New Owner and Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, for the balance of the term thereof. Tenant hereby agrees to attorn to and accept any such New Owner as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, and the Collateral Agent, or any such New Owner of the Property, agrees that it will not disturb the possession of Tenant and will be bound by all of the obligations imposed on the Landlord by the Lease; provided, however, that any New Owner shall not be:

(a)           liable for any act or omission of a prior landlord (including Landlord) arising prior to the date upon which the New Owner shall succeed to the interests of Landlord under the Lease; or

EXHIBIT O-2

(b)           subject to any claims, offsets or defenses which Tenant might have against any prior landlord (including Landlord) arising prior to the date upon which the New Owner shall succeed to the interests of Landlord under the Lease; or

(c)           except as permitted by the Credit Agreement, bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one (1) month or by any security deposit, cleaning deposit or other prepaid charge which Tenant might have paid in advance to any prior landlord (including Landlord), except to the extent that such New Owner actually comes into exclusive possession of the same; or

(d)           bound by any assignment (except as permitted by the Lease), surrender, release, waiver, cancellation, amendment or modification of the Lease made without the written consent of the Collateral Agent (acting at the direction of the Administrative Agent); or

(e)           responsible for the making of any improvement to the Property or repairs in or to the Property in the case of damage or destruction of the Property or any part thereof due to fire or other casualty or by reason of condemnation unless such New Owner shall be obligated under the Lease to make such repairs and shall have received insurance proceeds or condemnation awards sufficient to finance the completion of such repairs;

(f)           or obligated to make any payment to Tenant except for the timely return of any security deposit actually received by such New Owner.

Nothing contained herein shall prevent the Collateral Agent from naming or joining Tenant in any foreclosure or other action or proceeding initiated by the Collateral Agent pursuant to the Deed of Trust to the extent necessary under applicable law in order for the Collateral Agent to avail itself of and complete the foreclosure or other remedy, but such naming or joinder shall not be in derogation of the rights of Tenant as set forth in this Agreement.

3.           Cure by Lender of Landlord Defaults.  Tenant hereby agrees that from and after the date hereof, in the event of any act or omission by Landlord which would give Tenant the right, either immediately or after the lapse of time, to terminate or cancel the Lease or to claim a partial or total eviction, or to abate or reduce rent, Tenant will not exercise any such right until it has given written notice of such act or omission to the Collateral Agent, and the Collateral Agent has failed within thirty (30) days after both receipt of such notice by the Collateral Agent and the time when the Collateral Agent shall have become entitled under the Deed of Trust to remedy the same, to commence to cure such act or omission within such period and thereafter diligently prosecute such cure to completion, provided that in the event the Collateral Agent cannot commence such cure without possession of the Property, Tenant will not exercise any such right if the Collateral Agent commences judicial or non-judicial proceedings to obtain possession within such period and thereafter diligently prosecutes such efforts and cure to

EXHIBIT O-3

completion; further, Tenant shall not, as to the Collateral Agent, require cure of any such act or omission which is not susceptible to cure by the Collateral Agent.

4.           Payments to Lender and Exculpation of Tenant. Tenant is hereby notified that the Lease and the rent and all other sums due thereunder have been collaterally assigned to the Collateral Agent. In the event that the Collateral Agent or any future party to whom the Collateral Agent may assign the Deed of Trust notifies Tenant of a default under the Deed of Trust and directs that Tenant pay its rent and all other sums due under the Lease to the Collateral Agent or to such assignee, Tenant shall honor such direction without inquiry and pay its rent and all other sums due under the Lease in accordance with such notice. Landlord agrees that Tenant shall have the right to rely on any such notice from the Collateral Agent or any such assignee without incurring any obligation or liability to Landlord, and Tenant is hereby instructed to disregard any notice to the contrary received from Landlord or any third party.

5.           Estoppel. Tenant hereby states, declares, represents and warrants as follows:

(a)           The description of the Lease in the recitals hereof is true, correct and complete, including all amendments, supplements and modifications thereto. Concurrently herewith, Tenant is delivering to Landlord a true, correct and complete copy of the Lease, certified to be so pursuant to a Certificate in the form attached hereto as Exhibit B, which is not intended to be recorded. Tenant has properly executed the Lease and the Lease is in full force and effect.

(b)           As of the date hereof, Tenant is occupying and paying rent on a current basis for all of the Premises. The minimum monthly or base rent currently being paid by Tenant is $________ per month. If applicable, percentage rent due under the Lease has been paid through ________, and the amount of percentage rent for the last period paid was $________.  Taxes, insurance, common area maintenance, and any other applicable charges due under the Lease have been paid through _______________.  No prepayments of rentals due under the Lease have been made. Further, no security or deposits as security have been made under the Lease, except for the sum of $________, in cash, which has been deposited by Tenant with Landlord pursuant to the terms of the Lease. Tenant is not entitled to any concession, abatement, allowance or free or reduced rent for any period after the date hereof, except _______________________________.

(c)           Tenant has accepted possession of the Premises under the Lease, and all items of an executory nature relating thereto to be performed by Landlord have been completed, including, but not limited to, completion of construction thereof (and all other improvements required under the Lease) in accordance with applicable plans and specifications and applicable law and within the time periods set forth in the Lease, and the payment by Landlord of any contribution towards work to be performed by Tenant under the Lease, except as follows (if none, so state):  _______________________.

(d)           The Premises shall be expanded by the addition of the following space on the dates hereinafter indicated (if none, so state).  _____________________.

EXHIBIT O-4

(e)           Tenant acknowledges that the initial term of the Lease commenced on __________ and is scheduled to expire on __________. Tenant has no option to renew or extend the lease term, except as set forth in the Lease. Tenant has no option to terminate the Lease except as set forth in the Lease.

(f)           No default or event that with the passage of time or notice would constitute a default (a “Default”) on the part of Tenant exists under the Lease in the performance of the terms, covenants and conditions of the Lease required to be performed on the part of Tenant. To the knowledge of Tenant, no Default on the part of Landlord exists under the Lease in the performance of the terms, covenants and conditions of the Lease required to be performed on the part of Landlord.

(g)           Tenant has not assigned, sublet, transferred, hypothecated or otherwise disposed of its interest in the Lease and/or the Premises, or any part thereof.

(h)           There have been no promises or representations made to Tenant by Landlord concerning the Lease or the Premises not contained in the Lease.

(i)           Neither the Lease nor any obligations of Tenant thereunder have been guaranteed by any person or entity, except as follows (if none, so state):

________________________________________________________________________

(j)           Tenant has no defense as to its obligations under the Lease and asserts no setoff, claim or counterclaim against Landlord.

(k)           It is contemplated that Tenant will receive notice that the Lease and the rent and all other sums due thereunder have been assigned or are to be assigned to the Collateral Agent as security for the obligations secured by the Deed of Trust. In the event that Tenant receives such notice and the Collateral Agent (or any person or entity to whom the Deed of Trust may subsequently be assigned) notifies Tenant of a default under the Deed of Trust and demand that Tenant pay its rent and all other sums due under the Lease to the Collateral Agent (or such future lender), Tenant shall honor such demand without inquiry and pay its rent and all other sums due under the Lease directly to the Collateral Agent (or such future lender) or as otherwise required pursuant to such notice and shall not thereby incur any obligation or liability to Landlord. Landlord has executed this Agreement to evidence its agreement with the foregoing.

(1)           The agreements contained herein shall be binding upon and inure to the benefit of the respective heirs, administrators, executors, legal representatives, successors and assigns of the Collateral Agent, Landlord and Tenant.

(m) To the best knowledge of Tenant, no hazardous substances are being (or have been or will be during the term of the Lease) generated, used, handled, stored or disposed of by Tenant on the Premises or on the Property in violation of any applicable laws, rules or regulations or the terms of the Lease.

(n)           No rentals are accrued and unpaid under the Lease.

EXHIBIT O-5

(o)           Tenant has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had or hereafter acquires any such right or option, the same is hereby acknowledged to be subject and subordinate to the Deed of Trust and is hereby waived and released with respect to, and shall not be asserted against, any New Owner.

(p)           There are no actions pending against Tenant or any guarantor of Tenant’s obligations under the Lease pursuant to Bankruptcy, insolvency or other similar laws of any jurisdiction.

Whenever requested by the Collateral Agent, Tenant shall, without charge, execute and deliver to the Collateral Agent a written confirmation that the representations contained in this Section 5 remain correct and complete (or specifying any matter to the contrary).

6.           Attornment.  If the interest of Landlord under the Lease shall be transferred by reason of foreclosure or other proceedings for enforcement of the Deed of Trust and the obligations secured thereby or pursuant to a taking of a deed in lieu of foreclosure (or similar device), Tenant shall be bound to the successor and, except as otherwise provided in this Agreement, the successor shall be bound to Tenant under all of the terms, covenants and conditions of the Lease, for the unexpired balance of the term thereof remaining (and any extensions, if exercised), with the same force and effect as if the successor were the landlord, and Tenant does hereby (a) agree to attorn to the successor, including the Collateral Agent, if it is the successor, as its landlord, (b) to ratify and reaffirm its obligations under the Lease and (c) agree to make payments of all sums due under the Lease to the successor, said attornment, ratification, reaffirmation and agreement to be effective and self-operative without the execution of any further instruments, upon the successor succeeding to the interest of Landlord under the Lease and notice of such succession being given to the Tenant in the manner set forth in Section 7 of this Agreement. Tenant waives the provisions of any statute or rule of law now or hereafter in effect that may give or purport to give it any right or election to terminate or otherwise adversely affect the Lease or the obligations of Tenant thereunder by reason of any foreclosure or other proceedings for enforcement of the Deed of Trust or the taking of a deed in lieu of foreclosure (or similar device).

7.           Limitation of Liability.  Neither any Lender nor any agent, including the Collateral Agent, shall, either by virtue of the Deed of Trust or this Agreement, be or become a mortgagee-in-possession or be or become subject to any liability or obligation under the Lease or otherwise until the Collateral Agent shall have acquired the interest of Landlord in the Premises, by foreclosure or otherwise, and then such liability or obligation of the Collateral Agent under the Lease shall extend only to those liabilities or obligations accruing subsequent to the date that the Collateral Agent has acquired the interest of Landlord in the Premises as modified by the terms of this Agreement.  In addition, upon such acquisition, neither any Lender nor any agent, including the Collateral Agent, shall have any obligation, nor incur any liability, beyond the Collateral Agent’s then equity interest, if any, in the Premises. Furthermore, in the event of the

EXHIBIT O-6

assignment or transfer of the interest of the Collateral Agent under this Agreement, all obligations and liabilities of the Collateral Agent under this Agreement shall terminate and, thereupon, all such obligations and liabilities shall be the sole responsibility of the party to whom the Collateral Agent’s interest is assigned or transferred.

8.           Notice. Any notice, demand, statement, request, consent or other communication made hereunder shall be in writing and delivered (i) personally, (ii) mailed by certified or registered mail, postage prepaid, return receipt requested or (iii) by depositing the same with FedEx or another reputable private courier service, postage prepaid, for next business day delivery, to the parties at the respective address or addresses, as the case may be, of each party first set forth above and shall be deemed given when delivered personally, or four (4) Business Days after being placed in the United States mail, if sent by certified or registered mail, or one (1) business day after deposit with such private courier service. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given as herein required shall be deemed to be receipt of the notice, demand or request sent. By giving to the other parties hereto at least fifteen (15) days’ prior written notice thereof in accordance with the provisions hereof, the parties hereto shall have the right from time to time to change their respective addresses to any other address within the United States of America. Tenant agrees to send a copy of any notice or statement under the Lease to the Collateral Agent at the same time such notice or statement is sent to Landlord.

9.           Miscellaneous.

(a)           In the event of any conflict or inconsistency between the provisions of this Agreement and the Lease, the provisions of this Agreement shall govern; provided, however, that the foregoing shall in no way diminish Landlord’s obligations or liability to Tenant under the Lease. The Collateral Agent’s enforcement of any provisions of this Agreement or the Deed of Trust shall not entitle Tenant to claim any interference with the contractual relations between Landlord and Tenant or give rise to any claim or defense against any Lender or the Collateral Agent with respect to the enforcement of such provisions.

(b)           Tenant agrees that this Agreement satisfies any condition or requirement in the Lease relating to the granting of a non-disturbance agreement.

(c)           Except as provided in the Credit Agreement, Tenant agrees that it will not subordinate the Lease to the lien of any mortgage or deed of trust other than the Deed of Trust for so long as the Deed of Trust shall remain a lien on the Property.

(d)           This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that the interest of Tenant under this Agreement may not be assigned or transferred without the prior written consent of the Collateral Agent.

EXHIBIT O-7

(e)           The captions appearing under the paragraph number designations of this Agreement are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions of this Agreement.

(f)           If any portion or portions of this Agreement shall be held invalid or inoperative, then all of the remaining portions shall remain in full force and effect, and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion or portions held to be invalid or inoperative.

(g)           This Agreement shall be governed by and construed in accordance with the laws of the State in which the Property is located.

(h)           This Agreement may be executed in any number of separate counterparts, each of which shall be deemed an original, but all of which, collectively and separately, shall constitute one and the same agreement.

(i)           This Agreement cannot be altered, modified, amended, waived, extended, changed, discharged or terminated orally or by any act on the part of Tenant, Landlord or the Collateral Agent, but only by an agreement in writing signed by the party against whom enforcement of any alteration, modification, amendment, waiver, extension, change, discharge or termination is sought.

H.                      IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth adjacent to their signatures below to be effective as of the date of the Deed of Trust.

[SEE ATTACHED SIGNATURE PAGES]

EXHIBIT O-8

TENANT:

By:

Name: 

Title: 

Date:  ,

[Signatures continue on the following pages]

EXHIBIT O-9

LANDLORD:

By:

Name: 

Title: 

Date:  ,

[Signatures continue on the following pages]

EXHIBIT O-10

COLLATERAL AGENT:

THE BANK OF NOVA SCOTIA:

By:

Name: 

Title: 

Date:  ,

EXHIBIT O-11

EXHIBIT A

PROPERTY DESCRIPTION

EXHIBIT O-12

EXHIBIT B

CERTIFICATE REGARDING LEASE

LOAN NO. __________

CERTIFICATE REGARDING LEASE

I.                      The undersigned (“Tenant”), hereby certifies to ______________ (“Landlord”), its successors and assigns, that attached hereto is a true, correct and complete copy of the Lease, including all amendments and modifications thereto, if any, between Tenant, as tenant, and Landlord, or its successor or designee, as landlord, with respect to the premises located at ______________________________.

J.                      Executed this ______, day of __________, ____.

[Tenant]
By:
	Name
	Title

EXHIBIT O-13

EXHIBIT P-1 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF OPINION OF PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

[see attached]

EXHIBIT P-1-1

EXHIBIT P-2 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF OPINION OF LIONEL, SAWYER & COLLINS, LTD.

[see attached]

EXHIBIT P-2-1

EXHIBIT Q TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

FORM OF PERFECTION CERTIFICATE

Company	State of Incorporation	Financing Statement	Deed of Trust (Clark County Recorder, Nevada)	UCC Fixture Filings (Clark County Recorder, Nevada)	U.S. Patent & Trademark Office
Las Vegas Sands, LLC	Nevada	UCC-1 financing statement on all assets.	Leasehold interest in a portion of Venetian Casino/Hotel Complex	Leasehold interest in a portion of Venetian Casino/Hotel Complex
Venetian Casino Resort, LLC	Nevada	UCC-1 financing statement on all assets.	Central Park West	Central Park West
Venetian Casino Resort, LLC	Nevada		Venetian Casino/Hotel Complex	Venetian Casino/Hotel Complex
Venetian Casino Resort, LLC	Nevada		Palazzo Casino/Hotel Complex	Palazzo Casino/Hotel Complex
Sands Expo & Convention Center, Inc.	Nevada	UCC-1 financing statement on all assets.	SECC	SECC	Patent Security Agreement
Sands Pennsylvania, Inc.	Delaware	UCC- 1 financing statement on all assets.

EXHIBIT Q-1

Venetian Marketing, Inc. Nevada UCC- 1 financing statement on all assets.  

EXHIBIT Q-2

EXHIBIT R TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

SOLVENCY CERTIFICATE

[see attached]

EXHIBIT R-1

EX-10.3

EXHIBIT 10.3

EXECUTION VERSION

SECOND AMENDED AND RESTATED

SECURITY AGREEMENT

dated as of December 19, 2013

between

EACH OF THE GRANTORS PARTY HERETO

and

THE BANK OF NOVA SCOTIA,

as Collateral Agent

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS; GRANT OF SECURITY.	1
1.1	General Definitions	1
1.2	Definitions; Interpretation	7
SECTION 2.	GRANT OF SECURITY.	8
2.1	Grant of Security	8
2.2	Certain Limited Exclusions	9
SECTION 3.	SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.	10
3.1	Security for Obligations	10
3.2	Continuing Liability Under Collateral	10
SECTION 4.	REPRESENTATIONS AND WARRANTIES AND COVENANTS.	10
4.1	Generally	10
4.2	Receivables	12
4.3	Pledged Debt	14
4.4	[Intentionally Omitted]	14
4.5	Intellectual Property	14
4.6	Commercial Tort Claims	18
SECTION 5.	FURTHER ASSURANCES; ADDITIONAL GRANTORS.	18
5.1	Further Assurances	18
5.2	Additional Grantors	19
SECTION 6.	COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.	19
6.1	Power of Attorney	19
6.2	No Duty on the Part of Collateral Agent or Secured Parties	20
SECTION 7.	REMEDIES.	20
7.1	Generally	20
7.2	Application of Proceeds	22
7.3	Sales on Credit	22
7.4	[Intentionally Omitted]	22
7.5	Intellectual Property	22
7.6	Cash Proceeds	23
SECTION 8.	COLLATERAL AGENT.	23
SECTION 9.	CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.	24
SECTION 10.	STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.	25
SECTION 11.	MISCELLANEOUS.	26
11.1	Notices	26
11.2	Waivers	26
11.3	Severability	26
11.4	Binding Effect	26

i

11.5	Entire Agreement	26
11.6	Amendment	27
11.7	Counterparts	27
11.8	Reimbursement of Expenses; Indemnification	27
11.9	GOVERNING LAW	27
11.10	Authority of Collateral Agent	27
11.11	Subject to First Lien Intercreditor Agreement	28
11.12	Other First Lien Obligations	28
11.13	Applicable Representative	28

SCHEDULE 4.1 — GENERAL INFORMATION

SCHEDULE 4.3 — INVESTMENT RELATED PROPERTY

SCHEDULE 4.5 — INTELLECTUAL PROPERTY — EXCEPTIONS

SCHEDULE 4.6 — COMMERCIAL TORT CLAIMS

EXHIBIT A — PLEDGE SUPPLEMENT

EXHIBIT B — [INTENTIONALLY OMITTED]

EXHIBIT C -1 — TRADEMARK SECURITY AGREEMENT

EXHIBIT C-2 — PATENT SECURITY AGREEMENT

EXHIBIT C-3 — COPYRIGHT SECURITY AGREEMENT

EXHIBIT D — FORM OF OTHER FIRST LIEN SECURED PARTY CONSENT

ii

This SECOND AMENDED AND RESTATED SECURITY AGREEMENT, dated as of December 19, 2013 (this “Agreement”), between EACH OF THE UNDERSIGNED (other than the Collateral Agent (as herein defined)), whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and THE BANK OF NOVA SCOTIA, as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the “Collateral Agent”).

RECITALS:

WHEREAS, reference is made to that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Las Vegas Sands, LLC (the “Company”), certain subsidiaries of the Company, as guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as administrative agent, collateral agent, swing line lender and issuing bank (“Scotiabank”), Barclays Bank PLC (“Barclays”), Citigroup Global Markets Inc. (“Citi”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), BNP Paribas Securities Corp. (“BNP Paribas”), Goldman Sachs Bank USA (“Goldman Sachs”) and Scotiabank, as arrangers, Barclays and Citi, as syndication agents, Merrill Lynch, BNP Paribas and Goldman Sachs, as documentation agents and Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland and Sumitomo Mitsui Banking Corporation, as senior managing agents;

WHEREAS, subject to the terms and conditions of the Credit Agreement, certain Grantors may enter into one or more Hedging Agreements with one or more Lender Counterparties;

WHEREAS, in consideration of the extensions of credit and other accommodations of Lenders and Lender Counterparties as set forth in the Credit Agreement and the Hedging Agreements, respectively, each Grantor has agreed to secure such Grantor’s obligations under the Credit Documents and the Hedging Agreements as set forth in this Agreement;

WHEREAS, the Credit Agreement permits (a) the Credit Parties to incur Other First Lien Obligations from time to time on the terms and conditions set forth therein and (b) each Grantor to grant a lien on the Collateral to secure the Other First Lien Obligations pari passu with the security interests granted herein in favor of the secured parties in respect of the Credit Agreement; and

WHEREAS, the liens to secure any Other First Lien Obligations are intended to be created under this Agreement and the other Collateral Documents.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1.DEFINITIONS; GRANT OF SECURITY.

1.1         General Definitions.  In this Agreement, the following terms shall have the following meanings:

“Account Debtor”shall mean each Person who is obligated on a Receivable or any Supporting Obligation related thereto.

“Additional Grantors”shall have the meaning assigned in Section 5.2.

“Agreement”shall have the meaning set forth in the preamble.

“Applicable Authorized Representative” shall mean the “Applicable Authorized Representative” (as defined in the First Lien Intercreditor Agreement but without giving effect to clause (i)(y) or (ii)(y)); provided that prior to the Intercreditor Effective Date, the Applicable Authorized Representative shall be deemed to be the Administrative Agent.

“Assigned Agreements”shall mean all agreements and contracts to which such Grantor is a party as of the date hereof, or to which such Grantor becomes a party after the date hereof, including, without limitation, each Material Contract, as each such agreement may be amended, supplemented or otherwise modified from time to time.

“Authorized Representative” shall mean (a) the Administrative Agent, with respect to the Credit Agreement, and (b) with respect to any Series of Other First Lien Obligations, the duly authorized representative of the Other First Lien Secured Parties of such Series designated as “Authorized Representative” for such Other First Lien Secured Parties in the Intercreditor Agreement or Other First Lien Secured Party Consent.

“Bankruptcy Code”shall mean Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Cash Proceeds”shall have the meaning assigned in Section 7.6.

“Chattel Paper”shall mean all “chattel paper” as defined in Article 9 of the UCC, including, without limitation, “electronic chattel paper” or “tangible chattel paper,” as each term is defined in Article 9 of the UCC.

“Collateral”shall have the meaning assigned in Section 2.1.

“Collateral Account”shall mean any account established by the Collateral Agent.

“Collateral Agent”shall have the meaning set forth in the preamble.

“Collateral Records”shall mean books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon.

“Collateral Support”shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

“Commercial Tort Claims”shall mean all “commercial tort claims” as defined in Article 9 of the UCC, including, without limitation, all commercial tort claims listed on Schedule 4.6 (as such schedule may be amended or supplemented from time to time).

2

“Commodities Accounts”shall mean all “commodity accounts” as defined in Article 9 of the UCC.

“Company”shall have the meaning set forth in the recitals.

“Copyright Licenses”shall mean any and all agreements providing for the granting of any right in or to Copyrights (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.5(B) (as such schedule may be amended or supplemented from time to time).

“Copyrights”shall mean all United States and foreign copyrights (including European Community designs), including but not limited to copyrights in software and databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications referred to in Schedule 4.5(A) (as such schedule may be amended or supplemented from time to time), (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto throughout the world, (iv) all rights to sue for past, present and future infringements thereof, and (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages and proceeds of suit.

“Credit Agreement”shall have the meaning set forth in the recitals.

“Credit Obligations”shall mean all “Secured Obligations,” as such term is defined in the Credit Agreement.

“Credit Secured Parties”shall mean the Agents, Lenders and the Lender Counterparties and shall include, without limitation, all former Agents, Lenders and Lender Counterparties to the extent that any Credit Obligations owing to such Persons were incurred while such Persons were Agents, Lenders or Lender Counterparties and such Credit Obligations have not been paid or satisfied in full.

“Deposit Accounts”shall mean all “deposit accounts” as defined in Article 9 of the UCC.

“Discharge of Credit Obligations” shall have the meaning assigned to such term in the First Lien Intercreditor Agreement.

“Equipment”shall mean: (i) all “equipment” as defined in Article 9 of the UCC, (ii) all machinery, manufacturing equipment, data processing equipment, computers, office equipment, furnishings, furniture, appliances, fixtures and tools (in each case, regardless of whether characterized as equipment under the UCC) and (iii) all accessions or additions thereto, all parts thereof, whether or not at any time of determination incorporated or installed therein or attached thereto, and all replacements therefor, wherever located, now or hereafter existing, including any fixtures.

“ERISA”means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

“Event of Default” shall mean an “Event of Default” under and as defined in the Credit Agreement or any Other First Lien Agreement.

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“Excluded Accounts” shall mean:

(a)           accounts used solely for payroll, employee benefits (including any flexible spending accounts) or withholding tax;

(b)           any Deposit Account or Securities Account established by one or more Grantors for the sole purpose of depositing funds (or Cash Equivalents) or securities in connection with the redemption, refinancing, defeasance or discharge of the New Senior Notes or any other notes or bonds permitted under the Credit Agreement and, after the Discharge of Credit Obligations, not prohibited by any Other First Lien Agreement; and

(c)           any Deposit Accounts and Securities Accounts that solely contain property not beneficially owned by any Pledgor, including any escrow accounts.

“General Intangibles”(i) shall mean all “general intangibles” as defined in Article 9 of the UCC, including “payment intangibles” also as defined in Article 9 of the UCC and (ii) shall include, without limitation, all interest rate or currency protection or hedging arrangements, all tax refunds, all licenses, permits, concessions and authorizations, all Assigned Agreements (in each case, regardless of whether characterized as general intangibles under the UCC).

“Goods”(i) shall mean all “goods” as defined in Article 9 of the UCC and (ii) shall include, without limitation, all Inventory and Equipment (in each case, regardless of whether characterized as goods under the UCC).

“Grantors”shall have the meaning set forth in the preamble.

“Insurance”shall mean all insurance policies covering any or all of the Collateral (regardless of whether the Collateral Agent is the loss payee thereof but subject to Section 2.2).

“Intellectual Property”shall mean, collectively, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets, and the Trade Secret Licenses.

“Intercreditor Effective Date” shall mean the date on which the First Lien Intercreditor Agreement is first executed and delivered by the Collateral Agent and the Authorized Representative (as defined therein) representing holders of Other First Lien Obligations hereunder.

“Inventory”shall mean (i) all “inventory” as defined in Article 9 of the UCC and (ii) all goods held for sale or lease or to be furnished under contracts of service or so leased or furnished, all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in any Grantor’s business; all goods in which any Grantor has an interest in mass or a joint or other interest or right of any kind; and all goods which are returned to or repossessed by any Grantor, all computer programs embedded in any goods and all accessions thereto and products thereof (in each case, regardless of whether characterized as inventory under the UCC).

“Investment Accounts”shall mean the Collateral Account, Securities Accounts, Commodities Accounts and Deposit Accounts.

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“Investment Related Property”shall mean all of the following (regardless of whether classified as investment property under the UCC): all Pledged Debt, the Investment Accounts and certificates of deposit.

“Lender”shall have the meaning set forth in the recitals.

“Material Intellectual Property”shall have the meaning assigned in Section 4.5.

“Obligations”shall mean, collectively, the Credit Obligations and any Other First Lien Obligations, or any of the foregoing.

“Other First Lien Agreement” shall mean any credit agreement (other than the Credit Agreement), indenture or other agreement, document or instrument pursuant to which any Grantor has or will incur Other First Lien Obligations; providedthat, in each case, the indebtedness thereunder has been designated as Other First Lien Obligations pursuant to and in accordance with Section 11.12.

“Other First Lien Obligations” shall mean all obligations of every nature of Grantors from time to time arising out of or in connection with any Other First Lien Agreement and all extensions and renewals thereof, whether for principal, interest (including, interest and fees that, but for the filing of a petition in bankruptcy with respect to such Grantor, would accrue on such obligations at the contract rate whether or not a claim is allowed against such Grantor for such interest in the related bankruptcy proceeding), payments for early termination, fees, expenses, indemnification or otherwise, in each case, that have been designated as Other First Lien Obligations pursuant to and in accordance with Section 11.12.

“Other First Lien Secured Parties” shall mean, collectively, the holders of Other First Lien Obligations and any Authorized Representative with respect thereto.

“Other First Lien Secured Party Consent” shall mean a consent in the form of Exhibit D to this Agreement executed by the Authorized Representative of any holders of Other First Lien Obligations pursuant to Section 11.12.

“Owned Intellectual Property”shall have the meaning assigned in Section 4.5.

“Patent Licenses”shall mean all agreements providing for the granting of any right in or to Patents (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.5(B) (as such schedule may be amended or supplemented from time to time).

“Patents”shall mean all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing, including, but not limited to: (i) each patent and patent application referred to in Schedule 4.5(A) hereto (as such schedule may be amended or supplemented from time to time), (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all rights corresponding thereto throughout the world, (iv) all inventions and improvements described therein, (v) all rights to sue for past, present and future infringements thereof, and (vi) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit.

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“Permitted Liens” shall mean Liens permitted by Section 6.2 of the Credit Agreement or, after the Discharge of Credit Obligations, the analogous provision of any Other First Lien Agreement.

“Person”shall mean and include natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and governmental authorities.

“Pledge Supplement”shall mean any supplement to this agreement in substantially the form of Exhibit A.

“Pledged Debt”shall mean all Indebtedness owed to any Grantor, including, without limitation, all Indebtedness described on Schedule 4.3 under the heading “Pledged Debt” (as such schedule may be amended or supplemented from time to time), issued by the obligors named therein, the instruments and securities evidencing such Indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Indebtedness.

“Proceeds”shall mean: (i) all “proceeds” as defined in Article 9 of the UCC, (ii) payments or distributions made with respect to any Investment Related Property and (iii) whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary.

“Receivables”shall mean all rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, including, without limitation all such rights constituting or evidenced by any Account, Chattel Paper, Instrument or General Intangible, together with all of Grantor’s rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Receivables Records. Receivables shall not include any Pledged Debt.

“Receivables Records”shall mean (i) all original copies of all documents, instruments or other writings or electronic records or other Records evidencing the Receivables, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of Grantor or any computer bureau or agent from time to time acting for Grantor or otherwise, (iii) all evidences of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors or secured parties, and certificates, acknowledgments, or other writings, including, without limitation, lien search reports, from filing or other registration officers, (iv) all credit information, reports and memoranda relating thereto and (v) all other written or nonwritten forms of information related in any way to the foregoing or any Receivable.

“Securities Accounts”shall mean all “securities accounts” as defined in Article 8 of the UCC.

“Secured Credit Documents” shall have the meaning assigned to such term in the First Lien Intercreditor Agreement.

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“Secured Obligations”shall have the meaning assigned in Section 3.1.

“Secured Parties”shall mean the persons holding any Secured Obligations and in any event including (i) all Credit Secured Parties and (ii) all Other First Lien Secured Parties.

“Series” shall mean (i) the Credit Obligations and (ii) each group of Other First Lien Obligations for which the same Authorized Representative acts, each of which shall constitute a separate Series of Secured Obligations for the purposes of this Agreement and which have been issued or incurred pursuant to the same Other First Lien Agreement.

“Tax Code”shall mean the United States Internal Revenue Code of 1986, as amended from time to time.

“Trademark Licenses”shall mean any and all agreements providing for the granting of any right in or to Trademarks (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.5(B) (as such schedule may be amended or supplemented from time to time).

“Trademarks”shall mean all United States and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, all registrations and applications for any of the foregoing including, but not limited to: (i) the registrations and applications referred to in Schedule 4.5(A) (as such schedule may be amended or supplemented from time to time), (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by the foregoing, (iv) the right to sue for past, present and future infringement or dilution of any of the foregoing or for any injury to goodwill, and (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit.

“Trade Secret Licenses”shall mean any and all agreements providing for the granting of any right in or to Trade Secrets (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.5(B) (as such schedule may be amended or supplemented from time to time).

“Trade Secrets”shall mean all trade secrets and all other confidential or proprietary information and know-how whether or not such Trade Secret has been reduced to a writing or other tangible form, including but not limited to: (i) the right to sue for past, present and future misappropriation or other violation of any Trade Secret, and (ii) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit.

“UCC”shall mean the Uniform Commercial Code as in effect from time to time in the State of New York or, when the context implies, the Uniform Commercial Code as in effect from time to time in any other applicable jurisdiction.

“United States”shall mean the United States of America.

1.2          Definitions; Interpretation.  All capitalized terms used herein (including the preamble and recitals hereto) and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement or, if not defined therein, in the UCC.  Where the context

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requires, references in this Agreement to particular Section(s) of the Credit Agreement shall be deemed to also refer to the comparable provision(s), if any, of any Other First Lien Agreement.  References to “Sections,” “Exhibits” and “Schedules” shall be to Sections, Exhibits and Schedules, as the case may be, of this Agreement unless otherwise specifically provided.  Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.  Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.  The use herein of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.  If any conflict or inconsistency exists between this Agreement and the Credit Agreement, the Credit Agreement shall govern.  If any conflict or inconsistency exists between this Agreement and the First Lien Intercreditor Agreement, the First Lien Intercreditor Agreement shall govern.  All references herein to provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

1.2.1Original Security Agreement.  This Agreement amends and restates the Amended and Restated Security Agreement, dated as of August 18, 2010 (the “Original Security Agreement”).  The obligations of the Grantors under, and as defined in, the Original Security Agreement and the grant of security interests in the Collateral by the Grantors under the Original Security Agreement shall continue under this Agreement, and shall not in any event be terminated, extinguished or annulled, but shall hereafter be governed by this Agreement.  All references to the Original Security Agreement in any Credit Document (other than this Agreement) or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof.  It is understood and agreed that the Original Security Agreement is being amended and restated by entry into this Agreement on the date hereof.  To the extent applicable, the Grantors hereby acknowledge and confirm each of the financing statements, fixture filings, filings with the United States Patent and Trademark Office or the United States Copyright Office or other instrument similar in effect to the foregoing under applicable law covering all or any part of the Collateral that were previously filed in favor of the Collateral Agent under the Original Security Agreement, and each Grantor ratifies its authorization for the Collateral Agent to file in any relevant jurisdictions any such financing statement, fixture filing or other instrument relating to all or any part of the Collateral if filed prior to the date hereof.

SECTION 2.GRANT OF SECURITY.

2.1          Grant of Security.  Subject to compliance with applicable Nevada Gaming Laws and Pennsylvania Gaming Laws, each Grantor hereby grants to the Collateral Agent, for the ratable benefit of all Secured Parties, and confirms its prior grant to the Collateral Agent for the benefit of the Secured Parties in existence at the time of such grant, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (all of which being hereinafter collectively referred to as the “Collateral”):

(a)           Accounts;

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(b)           Chattel Paper;

(c)           Documents;

(d)           General Intangibles;

(e)           Goods;

(f)           Instruments;

(g)           Insurance;

(h)           Intellectual Property;

(i)           Investment Related Property;

(j)           Letter of Credit Rights;

(k)           Money;

(l)           Receivables and Receivable Records;

(m)           Commercial Tort Claims;

(n)           to the extent not otherwise included above, all Collateral Records, Collateral Support and Supporting Obligations relating to any of the foregoing; and

(o)           to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing.

2.2Certain Limited Exclusions.  Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any property or assets for so long as such property or assets are subject to a Lien permitted under Sections 6.2(n), (u), (r), (s) or (y) of the Credit Agreement (in the case of assets subject to Liens under Sections 6.2(r) or (s), to the extent the documents granting or governing such Liens or the Indebtedness secured thereby would prohibit the granting of a security interest hereunder); (b) any Equipment to the extent such Grantor’s interest therein may not be assigned or a security interest therein may not be granted; (c) any lease, license, contract, property rights or agreement or other general intangible to which any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall (x) constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity), provided, however, that the Collateral shall include and such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such Lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) above or

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(y) require any consent to assignment (from a Person other than a Grantor) which has not been obtained; (d) any Equity Interests of Company, Sands Expo, any of their Subsidiaries or any other Person held by Company, Sands Expo or any of their Subsidiaries or any related partnership agreements, membership agreements, operating agreements, joint venture agreements or any similar agreements; (e) any assets which if pledged, hypothecated or given as collateral security would require any Grantor to seek approval of any Nevada Gaming Authority or Pennsylvania Gaming Authority of the pledge, hypothecation or collateralization, or require any Authorized Representative or any other Secured Party to be licensed, qualified or found suitable by an applicable Nevada Gaming Authority or Pennsylvania Gaming Authority; (f) the Harrah’s Shared Garage Lease; (g) any United States intent-to-use trademark application prior to the filing and acceptance of a statement of use or an amendment to allege use in connection therewith and (h) Excluded Accounts.

SECTION 3.SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.

3.1Security for Obligations.  This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all Obligations with respect to every Grantor (the “Secured Obligations”).

3.2Continuing Liability Under Collateral.  Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Applicable Authorized Representative or any Secured Party, (ii) each Grantor shall remain liable under each of the agreements included in the Collateral, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Applicable Authorized Representative nor any Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related thereto nor shall the Applicable Authorized Representative nor any Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, and (iii) the exercise by the Applicable Authorized Representative of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral.

SECTION 4.REPRESENTATIONS AND WARRANTIES AND COVENANTS.

4.1Generally.

(a)           Representations and Warranties.  Each Grantor hereby represents and warrants, as of the date hereof, that:

(i)           except as otherwise permitted by the Secured Credit Documents, it owns the Collateral purported to be owned by it or otherwise has the rights it purports to have in each item of Collateral and, as to all Collateral whether now existing or hereafter acquired, will continue to own or have such rights in each item of the Collateral, in each case free and clear of any and all Liens, rights or claims of all other Persons, other than Permitted Liens;

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(ii)           the full legal name of such Grantor is as set forth on Schedule 4.1(A) and it has not done in the last five (5) years, and does not do, business under any other name (including any trade name or fictitious business name) except for those names set forth on Schedule 4.1(B) (as such schedule may be amended or supplemented from time to time without the consent of any party hereto).  The chief executive office of each Grantor is located at the address set forth on Schedule 4.1(A).  Each Grantor is the type of entity disclosed next to its name on Schedule 4.1(A).  Also set forth on Schedule 4.1(A) is the jurisdiction of formation of each Grantor;

(iii)           except as provided on Schedule 4.1(C), it has not changed its name, jurisdiction of organization, chief executive office or principal place of business or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) within the past five (5) years;

(iv)           (u) upon the filing of all UCC financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 4.1(D) hereof (as such schedule may be amended or supplemented from time to time) and other filings delivered by each Grantor, (v) upon delivery of all Instruments, Chattel Paper, money and Pledged Debt, (w) upon sufficient identification of Commercial Tort Claims, (x) upon execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of Section 8-106, 9-106 or 9-104 of the UCC, as applicable) with respect to any Investment Account (it being understood and agreed that no Grantor shall be required to enter into a control agreement with respect to any Investment Account), (y) upon consent of the issuer with respect to Letter of Credit Rights, and (z) to the extent not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks and Copyrights in the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Collateral Agent hereunder constitute valid and perfected first priority Liens (subject in the case of priority only to Permitted Liens and to the rights of the United States government (including any agency or department thereof) with respect to United States government Receivables) on all of the Collateral to the extent a security interest in the Collateral can be perfected under Article 9 of the UCC;

(v)           except as set forth on Schedule 4.1(F), all actions and consents, including all filings, notices, registrations and recordings necessary or desirable for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect of the Collateral have been made or obtained;

(vi)           except as set forth on Schedule 4.1(F), no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Collateral Agent hereunder or (ii) the exercise by the Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except for the filings contemplated by clause (v) above;

(vii)           such Grantor has been duly organized as an entity of the type as set forth opposite such Grantor’s name on Schedule 4.1(A) under the laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule 4.1(A).  Such Grantor has not filed any certificates of domestication, transfer or continuance in any other jurisdiction;

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(viii)           Schedule 4.3 (as such schedule may be amended or supplemented from time to time) sets forth under the heading “Pledged Debt” all of the Pledged Debt owned by any Grantor and as of the date hereof all of such Pledged Debt is the legal, valid and binding obligation of the issuers thereof and is not in default and constitutes, among other things, all of the issued and outstanding intercompany Indebtedness.  All Pledged Debt in a principal amount in excess of $10,000,000 in existence on the date hereof has been delivered to the Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank; and

(ix)           all material letters of credit to which such Grantor has rights are listed on Schedule 4.1(E).

(b)           Covenants and Agreements.  Each Grantor hereby covenants and agrees that:

(i)           except for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to any of the Collateral, except Permitted Liens, and such Grantor shall defend the Collateral against all Persons at any time claiming any interest therein not permitted under the Secured Credit Documents;

(ii)           unless waived by the Collateral Agent, it shall not change such Grantor’s name, identity, corporate structure (e.g., by merger, consolidation, change in corporate form or otherwise), sole place of business (or principal residence if such Grantor is a natural person), chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least 10 days prior to any such change or establishment, identifying such new proposed name, identity, corporate structure, sole place of business (or principal residence if such Grantor is a natural person), chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby;

(iii)           it shall not take or permit any action which could impair the Collateral Agent’s rights in the Collateral in any material respect except as permitted by the Secured Credit Documents; and

(iv)           it shall not sell, transfer or assign any Collateral except as permitted by the Secured Credit Documents.

4.2Receivables.

(a)           Representations and Warranties.  Each Grantor represents and warrants as of the date hereof that:

(i)           as of the date hereof, none of the Account Debtors in respect of any Receivable in excess of $10,000,000 individually is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign.  

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As of the date hereof, no Receivable in excess of $10,000,000 individually requires the consent of the Account Debtor in respect thereof in connection with the pledge hereunder, except any consent which has been obtained; and

(ii)           as of the date hereof, no Receivable is evidenced by, or constitutes, an Instrument or Chattel Paper which has not been delivered to, or otherwise subjected to the control of, the Collateral Agent to the extent required by, and in accordance with Section 4.2(c).

(b)           Covenants and Agreements.  Each Grantor hereby covenants and agrees that:

(i)           it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables;

(ii)           except as otherwise provided in this subsection, each Grantor shall continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation.  Notwithstanding the foregoing, the Collateral Agent shall have the right at any time during the continuance of an Event of Default to notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, the Collateral Agent may: (1) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (2) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent; and (3) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done.  If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be promptly (and in any event within five Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in the Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon; and

(c)           Delivery and Control of Receivables.  With respect to any Receivables in excess of $10,000,000 individually that is evidenced by, or constitutes, Chattel Paper or Instruments (other than (i) checks and (ii) instruments received from gaming customers in the ordinary course of business), each Grantor shall cause each originally executed copy thereof to be delivered to the Collateral Agent (or its agent or designee) appropriately indorsed to the Collateral Agent or indorsed in blank: (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein.  With respect to any Receivables in excess of

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$10,000,000 individually which would constitute “electronic chattel paper” under Article 9 of the UCC, each Grantor shall take all steps necessary to give the Collateral Agent control over such Receivables (within the meaning of Section 9-105 of the UCC): (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within 30 days of such Grantor acquiring rights therein.  Any Receivable not otherwise required to be delivered or subjected to the control of the Collateral Agent in accordance with this subsection (c) shall be delivered or subjected to such control upon request of the Collateral Agent.

4.3         Pledged Debt.

4.3.1      Pledged Debt Generally

(a)           Covenants and Agreements.  Each Grantor hereby covenants and agrees that:

(i)           in the event it acquires rights in any Pledged Debt after the date hereof in a principal amount in excess of $10,000,000 individually, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Pledged Debt.  Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Debt immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.3 as required hereby; and

(ii)           except as provided in the next sentence, in the event such Grantor receives any interest or distributions on any Pledged Debt, then (a) such interest or distributions shall be included in the definition of Collateral without further action and (b) such Grantor shall promptly take all steps, if any, necessary or advisable to ensure the validity and perfection of the Collateral Agent over such interest or distribution and pending any such action such Grantor shall be deemed to hold such interest or distributions in trust for the benefit of the Collateral Agent and shall segregate such distributions from all other property of such Grantor.  Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all distributions and all payments of interest.

(b)           Delivery and Control.  Each Grantor agrees that with respect to any Pledged Debt in which it currently has rights it shall comply with the provisions of this Section 4.3.1(b) on or before the Credit Date and with respect to any Pledged Debt hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.3.1(b) promptly upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent.  With respect to any Pledged Debt in a principal amount in excess of $10,000,000 that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) to the extent required by Section 4.2(c).

4.3.2       [Intentionally Omitted]

4.4[Intentionally Omitted]

4.5Intellectual Property.

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(a)           Representations and Warranties.  Except as disclosed in Schedule 4.5(C) (as such schedule may be amended or supplemented from time to time), each Grantor hereby represents and warrants, as of the date hereof and on each Credit Date, that:

(i)           Schedule 4.5(A) (as such schedule may be amended or supplemented from time to time) sets forth a true and complete list of all United States, state and foreign registrations of and applications for Patents, Trademarks, and Copyrights owned by each Grantor (the “Owned Intellectual Property”) and Schedule 4.5(B) (as such schedule may be amended or supplemented from time to time) sets forth a true and complete list of all Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses material to the business of such Grantor;

(ii)           (x) it is the sole and exclusive owner of the entire right, title, and interest in and to all Owned Intellectual Property of such Grantor listed on Schedule 4.5(A) (as such schedule may be amended or supplemented from time to time), free and clear of all Liens, claims, encumbrances and licenses, except for Permitted Liens and the licenses set forth on Schedule 4.5(B) (as such schedule may be amended or supplemented from time to time) and (y) has the valid right to use all other Intellectual Property material to its business (together with the Owned Intellectual Property, the “Material Intellectual Property”);

(iii)           all Owned Intellectual Property of such Grantor is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and each Grantor has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of Copyrights, Patents and Trademarks included in the Owned Intellectual Property of such Grantor in full force and effect;

(iv)           all Owned Intellectual Property of such Grantor is valid and enforceable; no holding, decision, or judgment has been rendered in any action or proceeding before any court or administrative authority challenging the validity of, such Grantor’s right to register, or such Grantor’s rights to own or use, any such Intellectual Property and no such action or proceeding is pending or, to the best of such Grantor’s knowledge, threatened;

(v)           all registrations and applications for Copyrights, Patents and Trademarks included in the Owned Intellectual Property of such Grantor are subsisting in the name of such Grantor, and such Grantor has not licensed any Material Intellectual Property to any third party, except as disclosed in Schedule 4.5(C) (as such schedule may be amended or supplemented from time to time);

(vi)          to the best of such Grantor’s knowledge, the conduct of such Grantor’s business does not infringe upon or otherwise violate, in any material respect, any Trademark, Patent, Copyright, Trade Secret or other Intellectual Property right owned or controlled by a third party; no claim has been made in writing that the use of any Material Intellectual Property owned or used by Grantor violates the asserted rights of any third party; and

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(vii)         to the best of such Grantor’s knowledge, no third party is infringing upon or otherwise violating, in any material respect, any rights in any Material Intellectual Property owned or used by such Grantor.

(b)           Covenants and Agreements.  Each Grantor hereby covenants and agrees as follows:

(i)           except (i) for the abandonment of Owned Intellectual Property no longer beneficial or necessary to the operation of such Grantor’s business, (ii) as permitted by the Credit Agreement and, (iii) after the Discharge of Credit Obligations, not prohibited by any Other First Lien Agreement, it shall not knowingly do any act or omit to do any act that would cause any of the Material Intellectual Property to lapse, or become abandoned, dedicated to the public, or unenforceable, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein;

(ii)           it shall not cease the use of any Trademarks included in the Owned Intellectual Property of such Grantor or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; provided, however, that the foregoing shall not oblige such Grantor to continue to use any Trademark that such Grantor determines, in its reasonable business judgment, is no longer beneficial or necessary to the operation of such Grantor’s business;

(iii)           it shall promptly notify the Collateral Agent if it knows that any item of the Owned Intellectual Property of such Grantor may become (a) abandoned or dedicated to the public or placed in the public domain, (b) invalid or unenforceable, or (c) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office, any state registry, any foreign counterpart of the foregoing, or any court (excluding any non-final determinations of the United States Patent and Trademark Office with respect to pending Trademark applications); provided, however, that no such notice shall be required if any item of Owned Intellectual Property is abandoned (x) in connection with a contribution, distribution, transfer or assignment of Intellectual Property that is permissible pursuant to the Credit Agreement or after the Discharge of Credit Obligations, not prohibited by any Other First Lien Agreement or (y) following such Grantor’s determination, in its reasonable business judgment, that such Owned Intellectual Property is no longer beneficial or necessary to the operation of such Grantor’s business;

(iv)           it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office, any state registry or any foreign counterpart of the foregoing, to pursue any application and maintain (except as permitted by the Credit Agreement and, after the Discharge of Credit Obligations, not prohibited by any Other First Lien Agreement) any registration of each Trademark, Patent, and Copyright now or hereafter included in the Owned Intellectual Property of such Grantor including, but not limited to, those items on Schedule 4.5(A) (as such schedule may be amended or supplemented from time to time); provided, however, that the foregoing shall not oblige such Grantor to pursue any application or maintain any registration for any Trademark, Patent or Copyright that such Grantor determines, in its reasonable business

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judgment, is no longer beneficial or necessary to the operation of such Grantor’s business;

(v)           in the event that any Owned Intellectual Property of such Grantor is infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take such actions with respect to such infringement, misappropriation, or dilution as such Grantor deems necessary or appropriate in its reasonable business judgment to protect its rights in such Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages, if such Grantor deems such a suit necessary or appropriate;

(vi)          it shall promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the Collateral Agent (i) the filing in such Grantor’s name of any application to register any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (ii) the registration in such Grantor’s name of any Intellectual Property by any such office, in each case by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, and shall confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution of an instrument in form reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Collateral Agent’s security interest in such Intellectual Property; provided that the provisions hereof shall automatically apply thereto and any such item enumerated in the preceding clause (i) or (ii) and any such Intellectual Property shall automatically constitute Collateral hereunder and be subject to the Lien and security interest created by this Agreement without further action by any party;

(vii)         except with the prior consent of the Collateral Agent or as permitted under the Credit Agreement and, after the Discharge of Credit Obligations, not prohibited by any Other First Lien Agreement, each Grantor shall not execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to be filed in favor of the Collateral Agent and each Grantor shall not sell, assign, transfer, license, grant any option, or create or suffer to exist any Lien upon or with respect to the Material Intellectual Property, except for the Lien created by and under this Agreement and the other Secured Credit Documents and licenses granted in the ordinary course of business;

(viii)        it shall use proper statutory notice in connection with its use of any of the Owned Intellectual Property, consistent with such Grantor’s past practice; and

(ix)           it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Owned Intellectual Property or any portion thereof.  In connection with such collections, each Grantor may take (and, at the Collateral Agent’s reasonable direction, shall take) such action as such Grantor or the Collateral Agent may deem reasonably necessary or advisable to enforce collection of such amounts.  Notwithstanding the foregoing, the Collateral Agent shall have the right at

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any time, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

4.6Commercial Tort Claims.

(a)           Representations and Warranties.  Each Grantor hereby represents and warrants as of the date hereof that Schedule 4.6 (as such schedule may be amended or supplemented from time to time) sets forth all Commercial Tort Claims of each Grantor in excess of $10,000,000 individually; and

(b)           Covenants and Agreements.  Each Grantor hereby covenants and agrees that with respect to any Commercial Tort Claim in excess of $10,000,000 individually hereafter arising it shall deliver (promptly, and in any event within 30 days) to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, identifying such new Commercial Tort Claims.

SECTION 5.FURTHER ASSURANCES; ADDITIONAL GRANTORS.

5.1Further Assurances.

(a)           Each Grantor agrees that from time to time, at the expense of such Grantor, it shall promptly execute and deliver all further instruments and documents, and take all further action that may be necessary or that the Collateral Agent may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral.  Without limiting the generality of the foregoing, each Grantor shall:

(i)           file such financing or continuation statements, or amendments thereto, and execute and deliver such other agreements, instruments, endorsements, powers of attorney or notices, as may be necessary or desirable, or as the Collateral Agent may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby; and

(ii)           take all actions necessary to ensure the recordation of appropriate evidence of the liens and security interest granted hereunder in the Owned Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

(b)           Each Grantor hereby authorizes the Collateral Agent to file a Record or Records, including, without limitation, financing or continuation statements, and amendments thereto, in any jurisdictions and with any filing offices as the Collateral Agent may determine, in its reasonable discretion, are necessary or advisable to perfect the security interest granted to the Collateral Agent herein.  Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Agent herein, including, without limitation, describing such property as “all assets” or “all personal property, whether now owned or hereafter acquired.”  Each Grantor shall furnish to the Collateral Agent from time to time statements and schedules further

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identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail.

5.2Additional Grantors.  From time to time subsequent to the date hereof, additional Persons may become parties hereto as additional Grantors (each, an “Additional Grantor”), by executing a Counterpart Agreement.  Upon delivery of any such counterpart agreement to the Collateral Agent, notice of which is hereby waived by Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto as if Additional Grantor were an original signatory hereto.  Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of the Applicable Authorized Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder.  This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

SECTION 6.COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.

6.1Power of Attorney.  Subject to compliance with applicable Nevada Gaming Laws and Pennsylvania Gaming Laws, each Grantor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, the Collateral Agent or otherwise, subject to the terms of Secured Credit Documents, the First Lien Intercreditor Agreement and applicable Legal Requirements, from time to time upon and following the occurrence and continuation of an Event of Default, in the Collateral Agent’s discretion to take any action and to execute any instrument that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, the following:

(a)           upon the occurrence and during the continuance of any Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to this Agreement;

(b)           upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

(c)           upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (b) above;

(d)           upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;

(e)           to prepare and file any UCC financing statements against such Grantor as debtor;

(f)           to prepare, sign, and file for recordation in the United States Patent and Trademark Office and the United States Copyright Office, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as debtor;

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(g)           to the extent permitted by the Credit Agreement and after the Discharge of Credit Obligations, not prohibited by any Other First Lien Agreement, to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, access to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent in its sole discretion, any such payments made by the Collateral Agent to become obligations of such Grantor to the Collateral Agent, due and payable immediately without demand; and

(h)           generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s option and such Grantor’s expense, at any time or from time to time, all acts and things that the Collateral Agent deems reasonably necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

6.2No Duty on the Part of Collateral Agent or Secured Parties.  The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers.  The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

SECTION 7.REMEDIES.

7.1Generally.

(a)           Subject to compliance with applicable Nevada Gaming Laws and Pennsylvania Gaming Laws, if any Event of Default shall have occurred and be continuing under the applicable Secured Credit Document, the Collateral Agent (at the direction of the Applicable Authorized Representative) may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights and remedies of the Collateral Agent on default under the UCC (whether or not the UCC applies to the affected Collateral) to collect, enforce or satisfy any Secured Obligations then owing, whether by acceleration or otherwise, and also may pursue any of the following separately, successively or simultaneously:

(i)           require any Grantor to, and each Grantor hereby agrees that it shall at its expense and promptly upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place to be designated by the Collateral Agent that is reasonably convenient to both parties;

(ii)           enter onto the property where any Collateral is located and take possession thereof with or without judicial process;

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(iii)           prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; and

(iv)           without notice except as specified below or under the UCC, sell, assign, lease, license (on an exclusive or nonexclusive basis) or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable.

(b)           The Collateral Agent or any Secured Party may be the purchaser of any or all of the Collateral at any public or private (to the extent to the portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations) sale in accordance with the UCC and the Collateral Agent, as representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale.  Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.  Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.  The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.  Each Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets.  Each Grantor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree.  If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, Grantors shall be liable for the deficiency and the fees of any attorneys employed by the Collateral Agent to collect such deficiency.  Each Grantor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to the Collateral Agent, that the Collateral Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has occurred giving rise to the Secured Obligations becoming due and payable prior to their stated maturities.  Nothing in this Section shall in any way alter the rights of the Collateral Agent hereunder.

(c)           The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral.  The Collateral Agent may specifically disclaim or modify any warranties of title

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or the like.  This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

(d)           The Collateral Agent shall have no obligation to marshal any of the Collateral.

7.2Application of Proceeds.  Prior to the Intercreditor Effective Date, except as expressly provided elsewhere in this Agreement, all proceeds received by the Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by the Collateral Agent against, the Secured Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, and all amounts for which the Collateral Agent is entitled to payment or indemnification hereunder or under any other Loan Document (in its capacity as the Collateral Agent and not as a Lender) and all advances made by the Collateral Agent hereunder for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by the Collateral Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Secured Obligations for the ratable benefit of all Secured Parties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.  On and after the Intercreditor Effective Date, such proceeds shall be applied among the Secured Parties in the order specified in the First Lien Intercreditor Agreement.

7.3Sales on Credit.  If the Collateral Agent sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by Collateral Agent and applied to indebtedness of the purchaser.  In the event the purchaser fails to pay for the Collateral, Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale.

7.4[Intentionally Omitted].

7.5Intellectual Property.

(a)           Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default:

(i)           the Collateral Agent shall have the right (but not the obligation) to bring suit or otherwise commence any action or proceeding in the name of any Grantor, the Collateral Agent or otherwise, in the Collateral Agent’s sole discretion, to enforce any Intellectual Property included in the Collateral, in which event such Grantor shall, at the request of the Collateral Agent, do any and all lawful acts and execute any and all documents required by the Collateral Agent in aid of such enforcement and such Grantor shall promptly, upon demand, reimburse and indemnify the Collateral Agent as provided in Section 10 hereof in connection with the exercise of its rights under this Section, and, to the extent that the Collateral Agent shall elect not to bring suit to enforce any Intellectual Property as provided in this Section, each Grantor agrees to comply with its obligations under Section 4.5(b)(v) hereof;

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(ii)           upon written demand from the Collateral Agent, each Grantor shall grant, assign, convey or otherwise transfer to the Collateral Agent or such Collateral Agent’s designee all of such Grantor’s right, title and interest in and to the Intellectual Property included in the Collateral and shall execute and deliver to the Collateral Agent such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement;

(iii)           each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that the Collateral Agent (or any Secured Party) receives cash proceeds in respect of the sale of, or other realization upon, any Intellectual Property.

(b)           Solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Section 7 and at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent, to the extent it has the right to do so, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights of quality control and inspection in favor of such Grantor to avoid the risk of invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located; provided, however, that such license (i) shall be subject to those exclusive licenses of Intellectual Property granted by any Grantor in effect on the date hereof and those granted by any Grantor hereafter, as permitted under the Credit Documents, to the extent conflicting and (ii) any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

7.6Cash Proceeds.  In addition to the rights of the Collateral Agent specified in Section 4.2 with respect to payments of Receivables, during the continuance of an Event of Default all proceeds of any Collateral received by any Grantor consisting of cash, checks and other similar non-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral Agent, segregated from other funds of such Grantor, and shall, promptly upon receipt by such Grantor, unless otherwise provided pursuant to Section 4.3.1(a)(ii), be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required) and held by the Collateral Agent in the Collateral Account.  Any Cash Proceeds received by the Collateral Agent from a Grantor when an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Collateral Agent, (A) be held by the Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Agent against the Secured Obligations then due and owing in accordance with the application of proceeds set forth in Section 7.2.

SECTION 8.COLLATERAL AGENT.

The Collateral Agent has been appointed to act as collateral agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties.  The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with the Credit Documents and, after the Intercreditor Effective Date, the Secured Credit Documents

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subject to the terms of the First Lien Intercreditor Agreement; provided, that, prior to the Intercreditor Effective Date, the Collateral Agent shall, after payment in full of all Credit Obligations under the Credit Agreement and the other Credit Documents (other than obligations under Hedging Agreements), exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders of a majority of the aggregate notional amount (or, with respect to any Hedging Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedging Agreement) under all Hedging Agreements.  In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section.  The Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and the Grantors and the Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the Requisite Lenders.  Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to the Administrative Agent and the Grantors, to appoint a successor Collateral Agent which must be acceptable to Grantors (unless an Event of Default under the Credit Agreement has occurred and is continuing).  Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created hereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement.  After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.  The Collateral Agent (including any successor Collateral Agent) shall enjoy the benefits afforded it under Section 9.6 of the Credit Agreement and the equivalent provision of any Other First Lien Agreement, it being understood that the indemnification provided under the Credit Agreement shall come from the Lenders based on their Pro Rata Share as set forth therein.

SECTION 9.CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.

This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Credit Obligations and, after the Intercreditor Effective Date, any Other First Lien Obligations (in each case, other than any contingent obligations for which no claim has yet been made), the cancellation or termination of the Commitments and the cancellation, expiration or cash collateralization on terms reasonably acceptable to the Issuing Bank of all outstanding Letters of Credit.  Such security interests shall be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns.  Without limiting the generality of the foregoing, but subject

24

to the terms of the Secured Credit Documents, any Lender or holder of Other First Lien Obligations may assign or otherwise transfer any Loans or Other First Lien Obligations held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders or holders of Other First Lien Obligations, as the case may be, herein or otherwise.  Upon the payment in full of all Credit Obligations (other than any contingent obligations for which no claim has yet been made), the cancellation, termination of the Commitments and the cancellation, expiration or cash collateralization on terms reasonably acceptable to the Issuing Bank of all outstanding Letters of Credit, the security interest granted hereby securing the Credit Obligations shall automatically terminate hereunder and of record and all rights of the Credit Secured Parties to the Collateral shall revert to Grantors.  Upon the payment in full of any Series of Other First Lien Obligations (other than any contingent obligations for which no claim has yet been made) in accordance with the Other First Lien Agreement governing such Series of Other First Lien Obligations, the security interest granted hereby securing such Series of Other First Lien Obligations shall automatically terminate hereunder and of record and all rights of the Other First Lien Secured Parties to the Collateral shall revert to Grantors.  Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments and UCC-3 termination statements to evidence such termination.  If any Collateral shall become subject to the release provisions set forth in Section 2.04 of the First Lien Intercreditor Agreement, the Lien created hereunder on such Collateral shall be automatically released to the extent (and only to the extent) provided therein.  Subject to any applicable terms of the First lien Intercreditor Agreement, upon any sale, transfer or other disposition of property to a Person that is not a Grantor permitted by the Credit Agreement (or agreed to by the Requisite Lenders and/or Administrative Agent under the Credit Agreement in accordance with the terms thereof) and not prohibited by any Other First Lien Agreement, the Liens on such property granted herein securing the Credit Obligations shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person.  With respect to any Series of Other First Lien Obligations, the Liens granted herein securing such Series of Other First Lien Obligations shall be automatically released with no further action on the part of any Person upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations.  Furthermore, upon the release of any Grantor from the obligations of Article 7 of the Credit Agreement in accordance with the provisions of the Credit Agreement (and not prohibited by any Other First Lien Agreement), such Grantor (and the Collateral at such time assigned by such Grantor pursuant hereto) shall be released from this Agreement.  To the extent any property (including Specified FF&E) is financed by any lender pursuant to an FF&E Facility or pursuant to Section 6.1(f) or (j) of the Credit Agreement, the Collateral Agent shall release any Liens in favor of the Secured Parties on such assets (subject to the standstill or intercreditor agreement, if any, executed by the Collateral Agent or Administrative Agent in connection with such FF&E Facility).  The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such releases.

SECTION 10.STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.

The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers.  Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty

25

as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.  The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property.  Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise.  If any Grantor fails to perform any agreement contained herein, the Collateral Agent may (to the extent provided herein) itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by each Grantor under Section 10.2 of the Credit Agreement and the equivalent provision of any Other First Lien Agreement.

SECTION 11.MISCELLANEOUS.

11.1Notices.  Any notice required or permitted to be given under this Agreement shall be given in accordance with Section 10.1 of the Credit Agreement (whether or not then in effect).  All notices to any Authorized Representative or any holders of obligations under any Other First Lien Agreement shall be given to such holders at their respective address set forth in the Other First Lien Secured Party Consent, as such address may be changed by written notice to such Authorized Representative.

11.2Waivers.  No failure or delay on the part of the Collateral Agent in the exercise of any power, right or privilege hereunder, any Secured Credit Document or the First Lien Intercreditor Agreement shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege.  All rights and remedies existing under this Agreement, the Secured Credit Documents and the First Lien Intercreditor Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

11.3Severability.  In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.  All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

11.4Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the Collateral Agent and Grantors and their respective successors and assigns.  No Grantor shall, without the prior written consent of the Collateral Agent given in accordance with the Credit Agreement or, after the Discharge of Credit Obligations, any Other First Lien Agreement, assign any right, duty or obligation hereunder.

11.5Entire Agreement.  This Agreement, the Secured Credit Documents and the First Lien Intercreditor Agreement embody the entire agreement and understanding between Grantors and the Collateral Agent and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof.  Accordingly, the Secured Credit

26

Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.  There are no unwritten oral agreements between the parties.

11.6Amendment.  This Agreement may be amended only by a written amendment executed by all the parties hereto evidencing their consent to such amendments.  Prior to the Intercreditor Effective Date, the consent of the Collateral Agent shall be directed by, to the extent required by the Credit Agreement, the vote of Requisite Lenders (or such other group of Lenders as is required thereunder).  After the Intercreditor Effective Date, the consent of each other Authorized Representative shall be required to the extent required by the applicable Additional Agreement (as defined in the First Lien Intercreditor Agreement), or as otherwise provided in the First Lien Intercreditor Agreement.

11.7Counterparts.  This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

11.8Reimbursement of Expenses; Indemnification.

(a)           The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder by the Grantors, and the Collateral Agent and other Indemnitees shall be indemnified by the Grantors, in each case of this clause (a), mutatis mutandis, as provided in Sections 10.2 and 10.3 of the Credit Agreement or any equivalent provision of any Other First Lien Agreement.

(b)           Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documents.  The provisions of this Section 11.8 shall remain operative and in full force and effect regardless of the termination of this Agreement, any other Credit Document or any Other First Lien Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement, any other Credit Document or any Other First Lien Agreement, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party.  All amounts due under this Section 11.8 shall be payable within fifteen days of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

(c)           The agreements in this Section 11.8 shall survive the resignation of the Collateral Agent and the termination of this Agreement.

11.9GOVERNING LAW.  SUBJECT TO THE APPLICATION OF NEVADA GAMING LAWS AND PENNSYLVANIA GAMING LAWS, THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAWS).

11.10Authority of Collateral Agent.  Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by

27

the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the Secured Parties, be governed (x) until the Intercreditor Effective Date, by the Credit Agreement and (y) on and after the Intercreditor Effective Date, the Secured Credit Documents subject to the terms of the First Lien Intercreditor Agreement, and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the applicable Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

11.11Subject to First Lien Intercreditor Agreement.  Notwithstanding anything herein to the contrary, on and after the Intercreditor Effective Date (i) the liens and security interests granted to the Collateral Agent pursuant to this Agreement are expressly subject to the First Lien Intercreditor Agreement and (ii) the exercise of any right or remedy by the Collateral Agent hereunder is subject to the limitations and provisions of the First Lien Intercreditor Agreement.  Nothing herein is intended, or shall be construed, to give any Credit Party any additional right, remedy or claim under, to or in respect of this Agreement or any Collateral.

11.12Other First Lien Obligations.  On or after the date hereof and so long as permitted by the Credit Agreement and not prohibited by any Other First Lien Agreement then outstanding, Company may from time to time designate Indebtedness to be secured on a pari passu basis with the then-outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Collateral Agent, Administrative Agent and each Authorized Representative (a) a certificate signed by an authorized officer of Company (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations complies with the terms of this Agreement, the Credit Agreement and any Other First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed Other First Lien Secured Party Consent (in the form attached as Exhibit D) and (c) if the Intercreditor Effective Date has not yet occurred, a fully executed First Lien Intercreditor Agreement.  Upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as collateral agent under and subject to the terms of the Security Documents (as defined in the First Lien Intercreditor Agreement) for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Other First Lien Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the First Lien Intercreditor Agreement.

11.13Applicable Representative.  Immediately upon the occurrence of the Discharge of Credit Obligations, the Authorized Representative for the Series of the Other First Lien Obligations (and, if there shall be more than one Series of Other First Lien Obligations outstanding at such time, then the Authorized Representative acting in respect of the Series with the greatest outstanding amount of Other First Lien Obligations at such time) shall be deemed the Applicable Authorized Representative for all purposes under this Agreement.  The Collateral Agent shall do all things necessary or reasonably requested by such Authorized Representative to resign as Collateral Agent and vest in such Authorized Representative (or its designee) the rights granted to the Collateral Agent hereunder with respect to the Collateral including (i) the filing of

28

amended financing statements in the appropriate filing offices, (ii) to the extent that the Collateral Agent holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the UCC) (or any similar concept under foreign law) over Collateral pursuant to this Agreement or any other Security Document (as defined in the First Lien Intercreditor Agreement), the delivery, to such Authorized Representative the Collateral in its possession or control together with any necessary endorsements to the extent required by this Agreement and (iii) the execution and delivery of any further documents, financing statements or agreements and the taking of all such further action that may be required under any applicable law, or that the Authorized Representative may reasonably request, all without recourse to, or representation or warranty by, the Collateral Agent, and at the sole cost and expense of the Credit Parties.

[remainder of page intentionally left blank]

29

IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

LAS VEGAS SANDS, LLC
By:	/s/ Michael A. Leven
	Name:	Michael A. Leven
	Title:	Secretary, President & Chief Operating Officer

SANDS EXPO & CONVENTION CENTER, INC.
By:	/s/ Michael A. Leven
	Name:	Michael A. Leven
	Title:	Director

SANDS PENNSYLVANIA, INC.
By:	/s/ Michael A. Leven
	Name:	Michael A. Leven
	Title:	Secretary & President

VENETIAN CASINO RESORT, LLC By: Las Vegas Sands, LLC        its Managing Member
By:	/s/ Michael A. Leven
	Name:	Michael A. Leven
	Title:	Secretary, President & Chief Operating Officer

VENETIAN MARKETING, INC.
By:	/s/ Michael A. Leven
	Name:	Michael A. Leven
	Title:	Director

Acknowledged and Agreed
THE BANK OF NOVA SCOTIA,
as Collateral Agent
By:	/s/ Diane Emanuel
Name:	Diane Emanuel
Title:	Managing Director

SCHEDULE 4.1

TO SECURITY AGREEMENT

GENERAL INFORMATION

(A) Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole Place of Business and Organizational Identification Number of each Grantor:

Full Legal Name Type of Organization Jurisdiction of Organization Chief Executive Office/Sole Place of Business Organization I.D.#

(B) Other Names (including any Trade Name or Fictitious Business Name) under which each Grantor has conducted business for the past five (5) years:

Full Legal Name Trade Name or Fictitious Business Name

(C) Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure within past five (5) years:

Grantor Date of Change Description of Change

(D)  Financing Statements:

Grantor Filing Jurisdiction(s)

(E)  Letter of Credit Rights

Grantor Description of Letters of Credit

(F)  Necessary Actions and Consents

SCHEDULE 4.1-1

SCHEDULE 4.3

TO SECURITY AGREEMENT

INVESTMENT RELATED PROPERTY

Pledged Debt:

Grantor	Issuer	Original Principal Amount	Outstanding Principal Balance	Issue Date	Maturity Date
All Credit Parties	All Credit Parties	Various	Various	December ___, 2013	On demand

EXHIBIT 4.3-1

SCHEDULE 4.5

TO SECURITY AGREEMENT

INTELLECTUAL PROPERTY

(A)           Owned Intellectual Property

(B)           Intellectual Property Licenses

(C)           Intellectual Property Exceptions

EXHIBIT 4.5-1

SCHEDULE 4.6

TO SECURITY AGREEMENT

Grantor Commercial Tort Claims

EXHIBIT 4.6-1

EXHIBIT A

TO SECURITY AGREEMENT

PLEDGE SUPPLEMENT

This PLEDGE SUPPLEMENT, dated [mm/dd/yy], is delivered by [NAME OF GRANTOR] a [NAME OF STATE OF INCORPORATION] [Corporation] (the “Grantor”) pursuant to the Second Amended and Restated Security Agreement, dated as of December 19, 2013 (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among Las Vegas Sands, LLC, the other Grantors named therein, and The Bank of Nova Scotia, as the Collateral Agent. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.

Grantor hereby confirms the grant to the Collateral Agent set forth in the Security Agreement of, and does hereby grant to the Collateral Agent, a security interest in all of Grantor’s right, title and interest in and to all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement.

IN WITNESS WHEREOF, Grantor has caused this Pledge Supplement to be duly executed and delivered by its duly authorized officer as of [mm/dd/yy].

[NAME OF GRANTOR]
By:
	Name
	Title

EXHIBIT A-1

SUPPLEMENT TO SCHEDULE 4.1

TO SECURITY AGREEMENT

Additional Information:

(A) Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole Place of Business (or Residence if Grantor is a Natural Person) and Organizational Identification Number of each Grantor:

Full Legal Name Type of Organization Jurisdiction of Organization Chief Executive Office/Sole Place of Business (or Residence if Grantor is a Natural Person Organization I.D.#

(B) Other Names (including any Trade Name or Fictitious Business Name) under which each Grantor has conducted business for the past five (5) years:

Full Legal Name Trade Name or Fictitious Business Name

(C) Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure within past five (5) years:

Name of Grantor Date of Change Description of Change

(D) Financing Statements:

Name of Grantor Filing Jurisdiction(s)

(E) Letter of Credit Rights:

Grantor Description of Letters of Credit

(F) Necessary Actions and Consents

EXHIBIT A-2

SUPPLEMENT TO SCHEDULE 4.3

TO SECURITY AGREEMENT

Additional Information:

Pledged Debt:

EXHIBIT A-3

SUPPLEMENT TO SCHEDULE 4.5

TO SECURITY AGREEMENT

Additional Information:

(A)           Owned Intellectual Property

(B)           Intellectual Property Licenses

(C)           Intellectual Property Exceptions

EXHIBIT A-4

SUPPLEMENT TO SCHEDULE 4.6

TO SECURITY AGREEMENT

Additional Information:

Name of Grantor Commercial Tort Claims

EXHIBIT A-5

EXHIBIT B

TO SECURITY AGREEMENT

[INTENTIONALLY OMITTED]

EXHIBIT B

EXHIBIT C-1

TO SECURITY AGREEMENT

FORM OF TRADEMARK SECURITY AGREEMENT

TRADEMARK SECURITY AGREEMENT, dated as of December [_], 2013 (as amended, restated or otherwise modified, the “Trademark Security Agreement”), between THE UNDERSIGNED (the “Grantor”) and THE BANK OF NOVA SCOTIA, in its capacity as collateral agent for the Secured Parties (together with successors and assigns in such capacity, the “Collateral Agent”).

Witnesseth:

Whereas, the Grantor is party to that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as amended, restated or otherwise modified, the “Credit Agreement”), by and among Las Vegas Sands, LLC (the “Company”), certain subsidiaries of the Company, as guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as administrative agent and collateral agent and the other parties thereto;

Whereas, pursuant to the transactions contemplated under the Credit Agreement, the Grantor is party to a Second Amended and Restated Security Agreement, dated as of December 19, 2013 (as amended, restated or otherwise modified, the “Security Agreement”), between the Grantor and the other grantors party thereto and the Collateral Agent pursuant to which the Grantor is required to execute and deliver this Trademark Security Agreement;

Now, Therefore, in consideration of the premises and to induce the Secured Parties to enter into the Credit Agreement, the Grantor hereby agrees with the Collateral Agent, as follows:

SECTION 1.  Defined Terms.  Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

SECTION 2.  Grant of Security Interest in Trademark Collateral.  The Grantor hereby grants to Collateral Agent, for the ratable benefit of all Secured Parties, a security interest in and continuing lien on all of the Grantor’s right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising (collectively, the “Trademark Collateral”): all United States, and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, all registrations and applications for any of the foregoing (excluding any United States intent-to-use trademark application prior to the filing and acceptance of a statement of use or an amendment to allege use in connection therewith), including, but not limited to: (i) the U.S. trademark registrations and applications referred to on Schedule I hereto, (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by the foregoing, (iv) the right to sue for past, present and future infringement or dilution of any of the foregoing or for any injury to goodwill, and (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income payments, claims, damages and proceeds of suit (collectively, “Trademarks”).

EXHIBIT C-1-1

SECTION 3.  Security Agreement.  The security interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Security Agreement and Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.  In the event that any provision of this Trademark Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control.

SECTION 4.  Applicable Law.  This Trademark Security Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York.

SECTION 5.  Counterparts.  This Trademark Security Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

EXHIBIT C-1-2

In Witness Whereof, each Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[GRANTOR]
By:
	Name:
	Title:

Accepted and Agreed:
THE BANK OF NOVA SCOTIA, as the Collateral Agent
By:
	Name:
	Title:

EXHIBIT C-1-3

SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

U.S. TRADEMARK REGISTRATIONS AND APPLICATIONS

EXHIBIT C-1-4

EXHIBIT C-2

TO SECURITY AGREEMENT

FORM OF PATENT SECURITY AGREEMENT

PATENT SECURITY AGREEMENT, dated as of [   ] (as amended, restated or otherwise modified, the “Patent Security Agreement”), is made by and between THE UNDERSIGNED (the “Grantor”) and THE BANK OF NOVA SCOTIA, in its capacity as collateral agent for the Secured Parties (together with successors and assigns in such capacity, the “Collateral Agent”).

Witnesseth:

Whereas, the Grantor is party to that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as amended, restated or otherwise modified, the “Credit Agreement”), by and among Las Vegas Sands, LLC (the “Company”), certain subsidiaries of the Company, as guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as administrative agent and collateral agent and the other parties thereto;

Whereas, pursuant to the transactions contemplated under the Credit Agreement, the Grantor is party to a Second Amended and Restated Security Agreement, dated as of December 19, 2013 (as amended, restated or otherwise modified, the “Security Agreement”), between the Grantor and the other grantors party thereto and the Collateral Agent pursuant to which the Grantor is required to execute and deliver this Patent Security Agreement;

Now, Therefore, in consideration of the premises and to induce the Secured Parties to enter into the Credit Agreement, the Grantor hereby agrees with the Collateral Agent, as follows:

SECTION 1.  Defined Terms.  Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

SECTION 2.  Grant of Security Interest in Collateral.  The Grantor hereby grants to Collateral Agent, for the ratable benefit of all Secured Parties, a security interest in and continuing lien on all of the Grantor’s right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising (collectively, the “Collateral”): all United States, and foreign patents and patent applications, including, but not limited to: (i) the U.S. patents and patent applications referred to on Schedule I hereto, (ii) all reexaminations, reissues, continuations, continuations in part, divisions and supplements of any of the foregoing, (iii)  the right to sue for past, present and future infringement of any of the foregoing, and (iv) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income payments, claims, damages and proceeds of suit (collectively, “Intellectual Property”).

SECTION 3.  Security Agreement.  The security interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Security Agreement and Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set

EXHIBIT C-2-1

forth herein.  In the event that any provision of this Patent Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control.

SECTION 4.  Applicable Law.  This Patent Security Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York.

EXHIBIT C-2-1

SECTION 5.  Counterparts.  This Patent Security Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

EXHIBIT C-2-2

In Witness Whereof, the Grantor has caused this Patent Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[GRANTOR]
By:
	Name:
	Title:

Accepted and Agreed:
THE BANK OF NOVA SCOTIA, as the Collateral Agent
By:
	Name:
	Title:

EXHIBIT C-2-3

SCHEDULE I

to

PATENT SECURITY AGREEMENT

U.S. PATENTS AND PATENT APPLICATIONS

EXHIBIT C-2-4

EXHIBIT C-3

TO SECURITY AGREEMENT

FORM OF COPYRIGHT SECURITY AGREEMENT

COPYRIGHT SECURITY AGREEMENT, dated as of [   ] (as amended, restated or otherwise modified, the “Copyright Security Agreement”), is made by and between THE UNDERSIGNED (the “Grantor”) and THE BANK OF NOVA SCOTIA, in its capacity as collateral agent for the Secured Parties (together with successors and assigns in such capacity, the “Collateral Agent”).

Witnesseth:

Whereas, the Grantor is party to that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as amended, restated or otherwise modified, the “Credit Agreement”), by and among Las Vegas Sands, LLC (the “Company”), certain subsidiaries of the Company, as guarantors, the Lenders party thereto from time to time, The Bank of Nova Scotia, as administrative agent and collateral agent and the other parties thereto;

Whereas, pursuant to the transactions contemplated under the Credit Agreement, the Grantor is party to a Second Amended and Restated Security Agreement, dated as of December 19, 2013 (as amended, restated or otherwise modified, the “Security Agreement”), between the Grantor and the other grantors party thereto and the Collateral Agent pursuant to which the Grantor is required to execute and deliver this Copyright Security Agreement;

Now, Therefore, in consideration of the premises and to induce the Secured Parties to enter into the Credit Agreement, the Grantor hereby agrees with the Collateral Agent, as follows:

SECTION 1.  Defined Terms.  Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

SECTION 2.  Grant of Security Interest in Collateral.  The Grantor hereby grants to Collateral Agent, for the ratable benefit of all Secured Parties, a security interest in and continuing lien on all of the Grantor’s right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising (collectively, the “Collateral”): all United States, and foreign copyrights and copyright applications, including, but not limited to: (i) the U.S. copyright and copyright applications referred to on Schedule I hereto, (ii) all extensions, renewals and supplements thereof, (iii)  the right to sue for past, present and future infringement of any of the foregoing, and (iv) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income payments, claims, damages and proceeds of suit (collectively, “Intellectual Property”).

SECTION 3.  Security Agreement.  The security interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Security Agreement and Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set

EXHIBIT C-3-1

forth herein.  In the event that any provision of this Copyright Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control.

SECTION 4.  Applicable Law.  This Copyright Security Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York

EXHIBIT C-3-1

SECTION 5.  Counterparts.  This Copyright Security Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

EXHIBIT C-3-2

In Witness Whereof, the Grantor has caused this Copyright Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[GRANTOR]
By:
	Name:
	Title:

Accepted and Agreed:
THE BANK OF NOVA SCOTIA, as the Collateral Agent
By:
	Name:
	Title:

EXHIBIT C-3-3

SCHEDULE I

to

COPYRIGHT SECURITY AGREEMENT

U.S. COPYRIGHTS AND COPYRIGHT APPLICATIONS

EXHIBIT C-3-4

EXHIBIT D

TO SECURITY AGREEMENT

FORM OF OTHER FIRST LIEN SECURED PARTY CONSENT

[Name of Secured Party]

[Address of Secured Party]

[Date]

The undersigned is the Authorized Representative for persons wishing to become Secured Parties (the “New Secured Parties”) under the Second Amended and Restated Security Agreement dated as of December 19, 2013 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”)  among the grantors party thereto and THE BANK OF NOVA SCOTIA, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as such term is defined therein). Capitalized terms used in this Consent but not otherwise defined herein have the meanings set forth in the Security Agreement

In consideration of the foregoing, the undersigned hereby:

a. represents that the Authorized Representative has been duly authorized by the New Secured Parties to become a party to the Security Agreement and Intercreditor Agreement on behalf of the New Secured Parties under that [DESCRIBE OPERATIVE AGREEMENT] (the “New Secured Obligations”) and to act as the Authorized Representative for the New Secured Parties;

b. acknowledges that the New Secured Parties have received a copy of the Security Agreement and the First Lien Intercreditor Agreement;

c. appoints and authorizes the Applicable Authorized Representative to take such action as agent on its behalf and on behalf of all other Secured Parties and to exercise such powers under the Security Agreement and the First Lien Intercreditor Agreement as are delegated to the Applicable Authorized Representative by the terms thereof, together with all such powers as are reasonably incidental thereto; and

d. accepts and acknowledges the terms of the First Lien Intercreditor Agreement applicable to it and the New Secured Parties and agrees to serve as Authorized Representative for the New Secured Parties with respect to the New Secured Obligations and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms thereof applicable to holders of Other First Lien Obligations, with all the rights and obligations of a Secured Party thereunder and bound by all the provisions thereof as fully as if it had been a Secured Party on the Intercreditor Effective Date and agrees that its address for receiving notices

EXHIBIT C-3-4

pursuant to the Security Documents (as defined in the First Lien Intercreditor Agreement) shall be as follows:

[Address]

The Applicable Authorized Representative, by acknowledging and agreeing to this Other First Lien Secured Party Consent, accepts the appointment set forth in clause (c) above.

THIS OTHER FIRST LIEN SECURED PARTY CONSENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

EXHIBIT C-3-4

IN WITNESS WHEREOF, the undersigned has caused this Other First Lien Secured Party Consent to be duly executed by its authorized officer as of the ______________ day of ________________ 20__.

[NAME OF AUTHORIZED REPRESENTATIVE]
By:
	Name:
	Title:

Accepted and Agreed:
THE BANK OF NOVA SCOTIA, as the Collateral Agent
By:
	Name:
	Title:

[The Grantors listed on
Schedule 4.1I to the Security Agreement, each as Grantor]
By:
	Name:
	Title:

EXHIBIT D-3

EX-21.1

Exhibit 21.1

Subsidiaries of Las Vegas Sands Corp.

Legal Name	State or Other Jurisdiction of Incorporation or Organization
Asian Cultural & Recreational Promotion (II) Co., Limited	Hong Kong
BBLV, LLC	Nevada
Bethlehem Works Owners Association, LLC	Pennsylvania
Carlo’s Bakery Las Vegas LLC	Delaware
Cotai Ferry Company Limited	Macao
Cotai Strip Lot 2 Apart Hotel (Macau) Limited	Macao
Cotai Strip Lot 7 & 8 Development Limited	Macao
Cotai Waterjets (HK) Limited	Hong Kong
CotaiJet 311 Ltd.	Cayman Islands
CotaiJet 312 Ltd.	Cayman Islands
CotaiJet 313 Ltd.	Cayman Islands
CotaiJet 314 Ltd.	Cayman Islands
CotaiJet 315 Ltd.	Cayman Islands
CotaiJet 316 Ltd.	Cayman Islands
CotaiJet 317 Ltd.	Cayman Islands
CotaiJet 318 Ltd.	Cayman Islands
CotaiJet 319 Ltd.	Cayman Islands
CotaiJet 320 Ltd.	Cayman Islands
CotaiJet 350 Ltd.	Cayman Islands
CotaiJet 351 Ltd.	Cayman Islands
CotaiJet 352 Ltd.	Cayman Islands
CotaiJet 353 Ltd.	Cayman Islands
Desarrollo de Suelo en Europa S.L.	Spain
Europe Land Development Holdings C.V.	Netherlands
Europe Land Development Intermediate B.V.	Netherlands
Las Vegas Sands, LLC	Nevada
LV Noodle Concept, LLC	Nevada
LVCUT Associates, LLC	Nevada
LVS (Nevada) International Holdings, Inc.	Nevada
LVS Development Holdings LLC	Nevada
LVS Dutch Finance C.V.	Netherlands
LVS Dutch Holding B.V.	Netherlands
LVS International (Indonesia) Limited	Cayman Islands
LVS International (Malaysia) Sdn. Bhd.	Malaysia
LVS International (South Korea) Ltd.	South Korea
LVS International (Taiwan) Limited	Taiwan
LVS International (Thailand) Co., Ltd.	Thailand
LVS International Holding (Thailand) Co., Ltd.	Thailand
LVS International Japan Ltd.	Japan
LVS Management Services, LLC	Nevada
LVS Marketing (India) Private Limited	India

Marina Bay Sands Pte. Ltd.	Singapore
MBS Holdings Pte. Ltd.	Singapore
Paiza Air, LLC	Nevada
Palazzo Condo Tower, LLC	Nevada
Primewine, LLC	Nevada
Sands Aviation Aircraft LLC	Delaware
Sands Aviation Bermuda Ltd.	Bermuda
Sands Aviation, LLC	Nevada
Sands Bethworks Condominium Association	Pennsylvania
Sands Bethworks Gaming LLC	Pennsylvania
Sands Bethworks Retail LLC	Pennsylvania
Sands China Ltd.	Cayman Islands
Sands Cotai East Holdings Limited	Cayman Islands
Sands Cotai West Holdings Limited	Cayman Islands
Sands Expo & Convention Center, Inc.	Nevada
Sands IP Asset Management B.V.	Netherlands
Sands Mauritius Holdings	Mauritius
Sands Pennsylvania, Inc.	Delaware
Sands Venetian Security Limited	Macao
SCL IP Holdings, LLC	Nevada
TK Las Vegas, LLC	Delaware
Two Roads Las Vegas, LLC	Delaware
V-HK Services Limited	Hon g Kong
Venetian (Zhuhai) Hotel Marketing Co., Ltd.	PRC
Venetian Casino Resort, LLC	Nevada
Venetian Cotai Hotel Management Limited	Macao
Venetian Cotai Limited	Macao
Venetian Global Holdings Limited	Cayman Islands
Venetian Macau Finance Company	Cayman Islands
Venetian Macau Limited	Macao
Venetian Marketing Services Limited	Hong Kong
Venetian Marketing, Inc.	Nevada
Venetian Orient Limited	Macao
Venetian Resort Development Limited	Cayman Islands
Venetian Retail Limited	Macao
Venetian Travel Limited	Macao
Venetian Venture Development Intermediate II	Cayman Islands
Venetian Venture Development Intermediate Limited	Cayman Islands
VML US Finance LLC	Delaware
Zhuhai Cotai Information Services Co., Ltd.	PRC
Zhuhai Cotai Logistics Services Co., Ltd.	PRC

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement (No. 333-177757) on Form S-3 and (No. 333-122978) on Form S-8 of our reports dated February 28, 2014, relating to (1) the 2013 consolidated financial statements and the retrospective adjustments to the 2012 and 2011 Condensed Consolidated Financial Information included in Note 18 of the consolidated financial statement of Las Vegas Sands Corp. (2) the 2013 financial statement schedule of Las Vegas Sands Corp., and (3) the effectiveness of Las Vegas Sands Corp.'s internal control over financial reporting as of December 31, 2013, appearing in the Annual Report on Form 10-K of Las Vegas Sands Corp. for the year ended December 31, 2013.

/s/ Deloitte & Touche LLP

Las Vegas, Nevada

February 28, 2014

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on FormS-3 (No.333-177757) and Form S-8 (No. 333-122978) of Las Vegas Sands Corp. of our report dated March 1, 2013 relating to the financial statements and financial statement schedule, which appears in this Form 10‑K.

/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
February 28, 2014

EX-31.1

Exhibit 31.1

LAS VEGAS SANDS CORP.

CERTIFICATIONS

I, Sheldon G. Adelson, certify that:

1. I have reviewed this annual report on Form 10-K of Las Vegas Sands Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ SHELDON G. ADELSON
	Name: Sheldon G. Adelson
	Title: Chief Executive Officer

Date: February 28, 2014

EX-31.2

Exhibit 31.2

LAS VEGAS SANDS CORP.

CERTIFICATIONS

I, Michael A. Quartieri, certify that:

1. I have reviewed this annual report on Form 10-K of Las Vegas Sands Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/S/ MICHAEL A. QUARTIERI
	Name: Michael A. Quartieri
	Title: Chief Accounting Officer          (Principal Financial Officer)

Date: February 28, 2014

EX-32.1

Exhibit 32.1

CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K for the year ended December 31, 2013 as filed by Las Vegas Sands Corp. with the Securities and Exchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las Vegas Sands Corp.

By:	/s/ SHELDON G. ADELSON
	Name: Sheldon G. Adelson
	Title: Chief Executive Officer

Date: February 28, 2014

EX-32.2

Exhibit 32.2

CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K for the year ended December 31, 2013 as filed by Las Vegas Sands Corp. with the Securities and Exchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las Vegas Sands Corp.

By:	/s/ MICHAEL A. QUARTIERI
	Name: Michael A. Quartieri
	Title: Chief Accounting Officer          (Principal Financial Officer)

Date: February 28, 2014

XML

Mall Sales (Tables)

12 Months Ended

Dec. 31, 2013

Mall Sales [Abstract]

Future Lease Payments Obligation

As of December 31, 2013, the Company was obligated under (ii), (iii), and (iv) above to make future payments as follows (in thousands):

2014	$	7,725
2015	7,497
2016	7,497
2017	7,497
2018	7,497
Thereafter	83,810
	$	121,523

XML

Property and Equipment, Net - Additional Information (Detail) (USD $)	3 Months Ended		12 Months Ended			0 Months Ended			12 Months Ended
	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Jun. 24, 2011 Shoppes At Palazzo	Dec. 31, 2013 Shoppes At Palazzo	Dec. 31, 2012 Shoppes At Palazzo	Dec. 31, 2012 ZAiA	Dec. 31, 2012 Cotai Strip Parcels 7 and 8	Dec. 31, 2013 Construction in Progress	Dec. 31, 2012 Construction in Progress	Dec. 31, 2013 Construction in Progress Other	Dec. 31, 2012 Construction in Progress Other
Property and equipment, gross			$ 20,219,954,000	$ 19,722,837,000							$ 1,150,349,000	$ 1,824,531,000	$ 325,327,000	$ 436,222,000
Proceeds From Sale Of Mall Assets						295,400,000
Deferred proceeds from sale of The Shoppes at The Palazzo			268,541,000	267,956,000		266,200,000	268,500,000
Property and equipment, net			15,358,953,000	15,766,748,000			239,300,000	250,800,000
Accumulated depreciation and amortization			4,861,001,000	3,956,089,000			72,100,000
Property and equipment, operating lease			1,040,000,000	1,010,000,000
Accumulated depreciation, operating lease			203,300,000	154,200,000
Property and equipment, capital lease			41,000,000	38,800,000
Accumulated depreciation, capital lease			12,500,000	8,800,000
Impairment loss	$ 100,700,000	$ 42,900,000	$ 0	$ 143,674,000	$ 0				$ 42,900,000	$ 100,700,000

XML

Summary of Significant Accounting Policies - Estimated Retail Value of Promotional Allowances (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Promotional allowances	$ 724,551	$ 553,537	$ 451,589
Rooms
Promotional allowances	366,353	256,738	182,831
Food and beverage
Promotional allowances	222,195	185,292	169,576
Convention, retail and other
Promotional allowances	$ 136,003	$ 111,507	$ 99,182

XML

Income Taxes - Components of (Benefit) Expense for Income Taxes (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Foreign:
Current	$ 195,154	$ 163,199	$ 120,502
Deferred	(6,318)	17,848	91,706
Federal:
Current	(2,073)	12,379	232
Deferred	2,073	(12,660)	(779)
State:
Current	0	(3)	43
Deferred
Total income tax expense	$ 188,836	$ 180,763	$ 211,704

XML

Leasehold Interests in Land, Net - Leasehold Interests in Land (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Operating Leased Assets [Line Items]
Leasehold interests in land, gross	$ 1,685,890	$ 1,680,190
Less — accumulated amortization	(257,071)	(221,449)
Leasehold interests in land, net	1,428,819	1,458,741
Marina Bay Sands
Operating Leased Assets [Line Items]
Leasehold interests in land, gross	1,083,249	1,125,136
Sands Cotai Central
Operating Leased Assets [Line Items]
Leasehold interests in land, gross	236,588	191,653
The Venetian Macao
Operating Leased Assets [Line Items]
Leasehold interests in land, gross	176,536	174,893
Four Seasons Macao
Operating Leased Assets [Line Items]
Leasehold interests in land, gross	87,620	87,020
The Parisian Macao
Operating Leased Assets [Line Items]
Leasehold interests in land, gross	74,102	73,916
Sands Macao
Operating Leased Assets [Line Items]
Leasehold interests in land, gross	$ 27,795	$ 27,572

XML

Mall Sales - Future Lease Payments Obligation (Detail) (The Grand Canal Shoppes, USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
The Grand Canal Shoppes
Sale of Mall Assets [Line Items]
2014	$ 7,725
2015	7,497
2016	7,497
2017	7,497
2018	7,497
Thereafter	83,810
Total	$ 121,523

XML

Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)	3 Months Ended		12 Months Ended
	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Summary Of Significant Accounting Policies [Line Items]
Total assets of Company's joint ventures			$ 103,900,000	$ 94,500,000
Total liabilities of Company's joint ventures			125,400,000	95,800,000
Cash equivalents, original maturities			less than 90 days
Impairment loss	100,700,000	42,900,000	0	143,674,000	0
Capitalized interest expense			4,700,000	49,300,000	127,100,000
Capitalized internal costs			24,200,000	20,300,000	19,800,000
Impairment loss, intangible assets			0	0	0
Taxes on gaming revenue			4,540,000,000	3,530,000,000	2,720,000,000
Advertising costs			117,800,000	97,800,000	51,200,000
Gain related to the dissolution of a wholly owned foreign subsidiary				6,600,000
Deferred Tax Assets, Valuation Allowance			1,519,268,000	1,390,900,000
Percentage on measuring uncertain tax position minimum			50.00%
Foreign subsidiaries
Summary Of Significant Accounting Policies [Line Items]
Deferred Tax Assets, Valuation Allowance			217,800,000	209,400,000
U.S. Deferred Tax Asset
Summary Of Significant Accounting Policies [Line Items]
Deferred Tax Assets, Valuation Allowance			1,300,000,000	1,180,000,000
Sands Bethlehem Gaming License
Summary Of Significant Accounting Policies [Line Items]
Indefinite lived assets			50,000,000
Sands Bethlehem Table Games Certificate
Summary Of Significant Accounting Policies [Line Items]
Indefinite lived assets			16,500,000
Cotai Strip Parcels 7 and 8
Summary Of Significant Accounting Policies [Line Items]
Impairment loss				100,700,000
ZAiA
Summary Of Significant Accounting Policies [Line Items]
Impairment loss				42,900,000
ZAiA | The Venetian Macao
Summary Of Significant Accounting Policies [Line Items]
Impairment loss				$ 42,900,000

XML

Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2013

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets

Intangible assets consist of the following (in thousands):

	December 31,
	2013			2012
Sands Bethlehem gaming license and certificate	$	66,500		$	66,500
Marina Bay Sands gaming license	44,942			30,710
Less — accumulated amortization	(10,195		)	(27,440		)
	34,747			3,270
Trademarks and other	1,141			1,139
Less — accumulated amortization	(307		)	(291		)
	834			848
Total intangible assets, net	$	102,081		$	70,618

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Commitments and Contingencies - Additional Information (Detail)	12 Months Ended																12 Months Ended			0 Months Ended											1 Months Ended
	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2013 Minimum	Dec. 31, 2013 Maximum	Dec. 31, 2013 Subconcession MACAU USD ($)	Dec. 31, 2013 Subconcession MACAU MOP	Dec. 31, 2013 Subconcession MACAU Minimum USD ($)	Dec. 31, 2013 Subconcession MACAU Minimum MOP	Dec. 31, 2013 Subconcession MACAU Gaming Table Reserved USD ($)	Dec. 31, 2013 Subconcession MACAU Gaming Table Reserved MOP	Dec. 31, 2013 Subconcession MACAU Gaming Table Not Reserved USD ($)	Dec. 31, 2013 Subconcession MACAU Gaming Table Not Reserved MOP	Dec. 31, 2013 Subconcession MACAU Electrical Or Mechanical Gaming Machine USD ($)	Dec. 31, 2013 Subconcession MACAU Electrical Or Mechanical Gaming Machine MOP	Dec. 31, 2013 Employment Contracts USD ($)	Dec. 31, 2013 Employment Contracts Minimum	Dec. 31, 2013 Employment Contracts Maximum	Dec. 31, 2013 Lease Termination and Asset Purchase Agreements USD ($)	Oct. 15, 2004 Suen and Round Square Company Limited USD ($)	May 14, 2013 Suen and Round Square Company Limited Jury Verdict USD ($)	May 24, 2008 Suen and Round Square Company Limited Jury Verdict USD ($)	May 28, 2013 Suen and Round Square Company Limited Judgment Including Interest As Of Judgment Date USD ($)	Jun. 30, 2008 Suen and Round Square Company Limited Judgment Including Interest As Of Judgment Date USD ($)	Oct. 17, 2013 Suen and Round Square Company Limited Costs And Fees USD ($)	Sep. 14, 2012 Steven Jacobs Matter USD ($)	Jan. 19, 2012 Asian American Entertainment Corporation Limited USD ($)	Jan. 19, 2012 Asian American Entertainment Corporation Limited MOP	Apr. 13, 2013 Office For Personal Data Protection USD ($)	Apr. 13, 2013 Office For Personal Data Protection MOP	Aug. 31, 2013 U.S. Attorneys Office USD ($)
Loss Contingencies [Line Items]
Loss contingency allegations, success fee																				$ 5,000,000
Loss contingency allegations, net profit percentage																				2.00%
Loss contingency, amount awarded under appeal																					70,000,000	43,800,000	101,600,000	58,600,000	1,000,000
Loss Contingency, Allegations																				Breach of an alleged agreement to pay a success fee of $5.0 million and 2.0% of the net profit from the Company's Macao resort operations to the plaintiffs as well as other related claims.
Loss contingency, fine																										25,000			5,008	40,000
Loss Contingency, Damages Sought, Value																											375,600,000	3,000,000,000
Gain (Loss) Related to Litigation Settlement																															(47,400,000)
Fixed portion of the premium						3,800,000	30,000,000
Minimum portion of premium								5,600,000	45,000,000	37,558	300,000	18,779	150,000	125	1,000
Percentage of tax obligation to pay						35.00%	35.00%
Percentage contribution of revenue to utilities						4.00%	4.00%
Lessee Leasing Arrangements, Operating Leases, Term of Contract				1 year
Expenses incurred under operating leases	67,500,000	51,400,000	43,900,000
Employment agreement, terms																	1 year	4 years
Other Commitment, Due in Next Twelve Months						43,800,000										10,200,000			400,000
Other Commitment, Due in Second Year						43,800,000										5,200,000			400,000
Other Commitment, Due in Third Year						43,800,000										2,400,000			400,000
Other Commitment, Due in Fourth Year						43,800,000										200,000			400,000
Other Commitment, Due in Fifth Year						43,800,000													400,000
Other Commitment, Due after Fifth Year						153,400,000													4,800,000
Lessor Leasing Arrangements, Operating Leases, Term of Contract				1 month	25 years
Contingent rentals	$ 129,100,000	$ 109,000,000	$ 82,300,000

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Income Taxes - Primary Tax Affected Components of Company's Net Deferred Tax Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Deferred tax assets:
U.S. foreign tax credit carryforwards	$ 1,280,121	$ 1,199,794
Net operating loss carryforwards	245,652	193,638
Stock-based compensation	46,952	47,197
Pre-opening expenses	39,409	49,103
Accrued expenses	36,746	24,868
Deferred gain on the sale of The Grand Canal Shoppes and The Shoppes at The Palazzo	33,008	34,534
Allowance for doubtful accounts	26,392	25,156
State deferred items	14,109	13,976
Other tax credit carryforwards	181	4,313
Other	6,362	5,456
Total deferred tax assets, gross	1,728,932	1,598,035
Less — valuation allowances	(1,519,268)	(1,390,900)
Total deferred tax assets	209,664	207,135
Deferred tax liabilities:
Property and equipment	(338,284)	(323,674)
Prepaid expenses	(8,966)	(556)
Other	(35,113)	(23,271)
Total deferred tax liabilities	(382,363)	(347,501)
Deferred tax liabilities, net	$ (172,699)	$ (140,366)

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Schedule of Segment Reporting Information, Net Revenue and Adjusted Property (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended												12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013		Dec. 31, 2012	Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Operating Statistics [Line Items ]
Net revenues	$ 3,655,685	$ 3,568,540	$ 3,242,941	$ 3,302,719	[1]	$ 3,077,002	$ 2,709,482	[2]	$ 2,581,906	[2],[3]	$ 2,762,742	[3],[4]	$ 13,769,885		$ 11,131,132		$ 9,410,745
Adjusted Property EBITDA													4,763,355	[5]	3,791,062	[5]	3,532,155	[5]
Stock-based compensation													(30,053)		(30,772)		(31,467)
Litigation Settlement Amount Paid													(47,400)		0		0
Corporate													(189,535)		(207,030)		(185,694)
Pre-opening													(13,339)		(143,795)		(65,825)
Development													(15,809)		(19,958)		(11,309)
Depreciation and amortization													(1,007,468)		(892,046)		(794,404)
Amortization of leasehold interests in land													(40,352)		(40,165)		(43,366)
Impairment loss									(100,700)		(42,900)		0		(143,674)		0
Loss on disposal of assets													(11,156)		(2,240)		(10,203)
Operating income	886,073	914,826	780,641	826,703	[1]	672,005	534,095	[2]	397,728	[2],[3]	707,554	[3],[4]	3,408,243		2,311,382		2,389,887
Interest income													16,337		23,252		14,394
Interest expense, net of amounts capitalized													(271,211)		(258,564)		(282,949)
Other income (expense)													4,321		5,740		(3,955)
Loss on modification or early retirement of debt													(14,178)		(19,234)		(22,554)
Income tax expense													(188,836)		(180,763)		(211,704)
Net income	769,731	809,298	671,673	703,974	[1]	571,343	444,980	[2]	286,381	[2],[3]	579,109	[3],[4]	2,954,676		1,881,813		1,883,119
Capital expenditures													898,111		1,449,234		1,508,493
Assets	22,724,264					22,163,652							22,724,264		22,163,652		22,244,123
Long-Lived Assets	16,787,772					17,225,489							16,787,772		17,225,489		16,421,447
Operating Segments | Corporate and Other
Operating Statistics [Line Items ]
Capital expenditures													41,152		100,887		23,062
Assets	630,673					586,788							630,673		586,788		644,645
Long-Lived Assets	388,448					398,100							388,448		398,100		312,860
Operating Segments | The Venetian Macao | MACAU
Operating Statistics [Line Items ]
Net revenues													3,851,230		3,037,975		2,827,174
Adjusted Property EBITDA													1,499,937	[5]	1,143,245	[5]	1,022,778	[5]
Capital expenditures													96,172		112,351		28,018
Assets	4,367,533					3,254,193							4,367,533		3,254,193		3,199,194
Long-Lived Assets	1,925,040					1,968,415							1,925,040		1,968,415		2,002,751
Operating Segments | Sands Cotai Central | MACAU
Operating Statistics [Line Items ]
Net revenues													2,698,430		1,052,124		0
Adjusted Property EBITDA													739,723	[5]	213,476	[5]	0	[5]
Capital expenditures													262,540		862,951		842,962
Assets	4,669,358					4,791,560							4,669,358		4,791,560		4,333,406
Long-Lived Assets	3,772,095					3,836,471							3,772,095		3,836,471		3,053,551
Operating Segments | Four Seasons Macao | MACAU
Operating Statistics [Line Items ]
Net revenues													1,065,405		1,086,456		678,293
Adjusted Property EBITDA													305,040	[5]	288,170	[5]	217,923	[5]
Capital expenditures													15,003		28,143		31,092
Assets	1,273,654					1,338,714							1,273,654		1,338,714		1,267,977
Long-Lived Assets	928,396					971,732							928,396		971,732		1,006,441
Operating Segments | Sands Macao | MACAU
Operating Statistics [Line Items ]
Net revenues													1,237,016		1,250,552		1,282,201
Adjusted Property EBITDA													362,858	[5]	350,639	[5]	351,877	[5]
Capital expenditures													26,491		25,076		7,690
Assets	383,444					414,531							383,444		414,531		485,231
Long-Lived Assets	279,395					285,344							279,395		285,344		291,620
Operating Segments | Other Asia | MACAU
Operating Statistics [Line Items ]
Net revenues													139,572		148,330		147,323
Adjusted Property EBITDA													(3,855)	[5]	(15,950)	[5]	(15,143)	[5]
Capital expenditures													1,319		1,193		5,553
Assets	328,332					345,522							328,332		345,522		328,415
Long-Lived Assets	189,136					202,392							189,136		202,392		216,030
Operating Segments | The Parisian Macao | MACAU
Operating Statistics [Line Items ]
Capital expenditures													212,842		20,393		39
Assets	376,014					118,975							376,014		118,975		96,017
Long-Lived Assets	376,014					118,912							376,014		118,912		96,017
Operating Segments | Other Development Projects | MACAU
Operating Statistics [Line Items ]
Assets	169					123							169		123		110,133
Long-Lived Assets	0					0							0		0		101,062
Operating Segments | Marina Bay Sands | SINGAPORE
Operating Statistics [Line Items ]
Net revenues													2,968,366		2,886,139		2,921,863
Adjusted Property EBITDA													1,384,576	[5]	1,366,245	[5]	1,530,623	[5]
Capital expenditures													142,706		119,647		466,144
Assets	6,354,231					6,941,510							6,354,231		6,941,510		6,794,258
Long-Lived Assets	5,277,126					5,657,351							5,277,126		5,657,351		5,471,376
Operating Segments | Las Vegas Operating Properties | UNITED STATES
Operating Statistics [Line Items ]
Net revenues													1,518,024		1,384,629		1,324,505
Adjusted Property EBITDA													351,739	[5]	331,182	[5]	333,295	[5]
Capital expenditures													93,191		156,205		47,666
Assets	3,653,127					3,605,513							3,653,127		3,605,513		4,105,618
Long-Lived Assets	3,073,793					3,179,426							3,073,793		3,179,426		3,244,090
Operating Segments | Sands Bethlehem | UNITED STATES
Operating Statistics [Line Items ]
Net revenues													496,738		470,458		399,900
Adjusted Property EBITDA													123,337	[5]	114,055	[5]	90,802	[5]
Capital expenditures													6,695		22,388		56,267
Assets	687,729					766,223							687,729		766,223		879,229
Long-Lived Assets	578,329					607,346							578,329		607,346		625,649
Intersegment Eliminations
Operating Statistics [Line Items ]
Net revenues													(204,896)		(185,531)		(170,514)
Intersegment Eliminations | MACAU
Operating Statistics [Line Items ]
Net revenues													(39,772)		(38,124)		(40,811)
Intersegment Eliminations | The Venetian Macao | MACAU
Operating Statistics [Line Items ]
Net revenues													(5,296)		(5,125)		(3,923)
Intersegment Eliminations | Sands Cotai Central | MACAU
Operating Statistics [Line Items ]
Net revenues													(356)		(251)		0
Intersegment Eliminations | Other Asia | MACAU
Operating Statistics [Line Items ]
Net revenues													(34,120)		(32,748)		(36,888)
Intersegment Eliminations | Marina Bay Sands | SINGAPORE
Operating Statistics [Line Items ]
Net revenues													(9,548)		(3,449)		(1,298)
Intersegment Eliminations | Las Vegas Operating Properties | UNITED STATES
Operating Statistics [Line Items ]
Net revenues													(155,576)		(143,958)		(128,405)
Reportable Geographical Components | MACAU
Operating Statistics [Line Items ]
Net revenues													8,991,653		6,575,437		4,934,991
Adjusted Property EBITDA													2,903,703	[5]	1,979,580	[5]	1,577,435	[5]
Capital expenditures													614,367		1,050,107		915,354
Assets	11,398,504					10,263,618							11,398,504		10,263,618		9,820,373
Long-Lived Assets	7,470,076					7,383,266							7,470,076		7,383,266		6,767,472
Reportable Geographical Components | UNITED STATES
Operating Statistics [Line Items ]
Net revenues													2,014,762		1,855,087		1,724,405
Adjusted Property EBITDA													475,076	[5]	445,237	[5]	424,097	[5]
Capital expenditures													99,886		178,593		103,933
Assets	4,340,856					4,371,736							4,340,856		4,371,736		4,984,847
Long-Lived Assets	$ 3,652,122					$ 3,786,772							$ 3,652,122		$ 3,786,772		$ 3,869,739

[1] The second Sheraton tower of Sands Cotai Central opened in January 2013.

[2] The Conrad and Holiday tower and the first Sheraton tower of Sands Cotai Central opened in April and September 2012, respectively. In connection with the opening of these towers, the Company also opened gaming areas and retail, entertainment, dining and meeting facilities.

[3] During the first and second quarters of 2012, the Company recorded impairment losses of $42.9 million and $100.7 million, respectively.

[4] During the first quarter of 2012, the Principal Stockholder’s family exercised all of their outstanding warrants to purchase 87,500,175 shares of the Company’s common stock and paid $525.0 million in cash as settlement of the exercise price.

[5] Adjusted property EBITDA is net income before royalty fees, stock-based compensation expense, legal settlement expense (see "— Note 13 — Commitments and Contingencies — Litigation"), corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, impairment loss, loss on disposal of assets, interest, other income (expense), loss on modification or early retirement of debt and income taxes. Adjusted property EBITDA is used by management as the primary measure of operating performance of the Company’s properties and to compare the operating performance of the Company’s properties with that of its competitors.

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Leasehold Interests in Land, Net - Premium and Rental Payments for Leasehold Interests in Land (Detail) (MACAU, USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
MACAU
Schedule of Future Land Premium and Rental Payments [Line Items]
2014	$ 3,453
2015	4,227
2016	5,283
2017	5,283
2018	5,283
Thereafter	75,972
Future land premium and rental payments due, total	$ 99,501

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Fair Value Measurements (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2013 Interest Rate Cap Derivative	Dec. 31, 2012 Interest Rate Cap Derivative
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents, original maturities	less than 90 days
Number of interest rate cap agreement		22	30
Fair value of interest rate cap agreement		$ 159	$ 218

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Stock-Based Employee Compensation - Stock-Based Compensation Activity (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Compensation expense:
Stock options	$ 53,377	$ 65,428	$ 62,714
Income tax benefit recognized in the consolidated statements of operations	0	0	0
Compensation cost capitalized as part of property and equipment	941	938	576
Stock option
Compensation expense:
Stock options	32,549	35,777	44,691
Restricted stock and stock units
Compensation expense:
Stock options	20,828	29,651	18,023
LVSC 2004 Plan
Compensation expense:
Stock options granted	287,558	537,000	263,000
Stock options granted, weighted average grant date fair value	$ 35.76	$ 36.17	$ 36.31
Stock options exercised:
Intrinsic value	129,149	84,761	89,814
Cash received	50,223	34,668	23,238
Tax benefit realized for tax deductions from stock-based compensation	0	0	0
LVSC 2004 Plan | Restricted Stock
Compensation expense:
Restricted shares granted	46,848	517,000	1,250,000
Restricted stock and stock units granted, weighted average grant date fair value	$ 54.72	$ 52.97	$ 45.42
LVSC 2004 Plan | Restricted stock units (RSUs)
Compensation expense:
Restricted shares granted	123,207	333,000	42,000
Restricted stock and stock units granted, weighted average grant date fair value	$ 58.82	$ 25.98	$ 47.15
SCL Equity Plan
Compensation expense:
Stock options granted	4,536,800	7,762,000	9,987,000
Stock options granted, weighted average grant date fair value	$ 2.63	$ 1.65	$ 1.71
Stock options exercised:
Intrinsic value	25,786	12,261	1,699
Cash received	19,373	11,572	2,267
Tax benefit realized for tax deductions from stock-based compensation	$ 0	$ 0	$ 0
SCL Equity Plan | Restricted stock units (RSUs)
Compensation expense:
Restricted shares granted	2,608,400	0
Restricted stock and stock units granted, weighted average grant date fair value	$ 6.64	$ 0.00

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Commitments and Contingencies - Future Minimum Rental Receivables Under Non-Cancelable Operating Leases (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
Operating Leases, Future Minimum Payments Receivable [Abstract]
2014	$ 334,229
2015	304,708
2016	248,691
2017	195,754
2018	150,321
Thereafter	402,847
Total minimum future rentals	$ 1,636,550

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Employee Benefit Plans - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
VCR 401 (k) employee savings plan
Defined Contribution Plan and Other Postretirement Plans Disclosure [Line Items]
Defined contribution plan, description	Participation in the VCR 401(k) employee savings plan is available for all eligible employees after a three-month probation period. The savings plan allows participants to defer, on a pre-tax basis, a portion of their salary and accumulate tax-deferred earnings as a retirement fund. The Company matches 150% of the first $390 of employee contributions and 50% of employee contributions in excess of $390 up to a maximum of 5% of participating employee's eligible gross wages.
Probation period for saving plan eligibility	3 months
Defined Contribution Plan, Annual Contribution Per Employee, Amount with Additional Match	$ 390
Percentage of participating employee's salary contributed by the company	5.00%
Company contribution under the savings plan	8,200,000	4,700,000	7,900,000
VCR 401 (k) employee savings plan | Up to $390
Defined Contribution Plan and Other Postretirement Plans Disclosure [Line Items]
Defined Contribution Plan, Employer Matching Contribution, Percent of Match	150.00%
VCR 401 (k) employee savings plan | In Excess of $390
Defined Contribution Plan and Other Postretirement Plans Disclosure [Line Items]
Defined Contribution Plan, Employer Matching Contribution, Percent of Match	50.00%
Macao
Defined Contribution Plan and Other Postretirement Plans Disclosure [Line Items]
Defined contribution plan, description	Participation in VML's provident retirement fund is available for all permanent employees after a three-month probation period. VML contributes 5% of each employee's basic salary to the fund and the employee is eligible to receive 30% of these contributions after working for three consecutive years, gradually increasing to 100% after working for ten years.
Probation period for saving plan eligibility	3 months
Percentage of participating employee's salary contributed by the company	5.00%
Company contribution under the savings plan	28,600,000	22,900,000	16,000,000
Percentage of contribution eligible to be received by participating employee, after three years	30.00%
Number of years worked by employee to be eligible for 30% of provident funds contributed by company	3 years
Percentage of contribution eligible to be received by participating employee, increasing to, after ten years	100.00%
Number of years worked by employee to be eligible for 100% of provident funds contributed by company	10 years
Singapore
Defined Contribution Plan and Other Postretirement Plans Disclosure [Line Items]
Defined contribution plan, description	Participation in MBS’s provident retirement fund is available for all permanent employees that are Singapore residents upon joining the Company. As of December 31, 2013, MBS contributes 16% of each employee’s basic salary to the fund, subject to certain caps as mandated by local regulations. The employee is eligible to receive funds upon reaching the retirement age or upon meeting requirements set up by local regulations.
Percentage of participating employee's salary contributed by the company	16.00%
Company contribution under the savings plan	$ 40,400,000	$ 32,800,000	$ 30,700,000

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Mall Sales - Additional Information (Detail) (USD $)			1 Months Ended		12 Months Ended			1 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	0 Months Ended	1 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	May 31, 2004 The Grand Canal Shoppes	Apr. 30, 2004 The Grand Canal Shoppes	Dec. 31, 2013 The Grand Canal Shoppes	Dec. 31, 2012 The Grand Canal Shoppes	Dec. 31, 2011 The Grand Canal Shoppes	Apr. 30, 2004 The Grand Canal Shoppes Theater Space	Dec. 31, 2013 The Grand Canal Shoppes Theater Space	Apr. 30, 2004 The Grand Canal Shoppes Gondola Ride	Dec. 31, 2013 The Grand Canal Shoppes Gondola Ride	Apr. 30, 2004 The Grand Canal Shoppes Office Space	Dec. 31, 2013 The Grand Canal Shoppes Office Space	Jun. 24, 2011 Shoppes At Palazzo	Feb. 29, 2008 Shoppes At Palazzo	Dec. 31, 2013 Shoppes At Palazzo	Dec. 31, 2011 Shoppes At Palazzo
Sale of Mall Assets [Line Items]
Proceeds From Sale Of Mall Assets				$ 766,000,000										$ 295,400,000
Mall sale, description				In April 2004, the Company entered into an agreement to sell The Grand Canal Shoppes and lease certain restaurant and other retail space at the casino level of The Venetian Las Vegas (the “Master Lease”) to GGP for approximately $766.0 million (the “Mall Sale”). The Mall Sale closed in May 2004, and the Company realized a gain of $417.6 million in connection with the Mall Sale.
Realized gain in connection with Mall Sale			417,600,000
Operating leases, term of contract					89 years											89 years
Operating lease, terms				Under the Master Lease agreement, The Venetian Las Vegas leased nineteen retail and restaurant spaces on its casino level to GGP for 89 years with annual rent of one dollar and GGP assumed the various leases.											Under The Palazzo Master Lease, which was executed concurrently with, and as a part of, the closing on the sale of The Shoppes at The Palazzo to GGP on February 29, 2008, The Palazzo leased nine restaurant and retail spaces on its casino level to GGP for 89 years with annual rent of one dollar and GGP assumed the various tenant operating leases for those spaces.
Deferred rent on Mall Sale			109,200,000												22,500,000
Amortization of deferred rent, recognized					1,200,000	1,200,000	1,200,000
Sales leaseback, term of lease									25 years		25 years		10 years			10 years
Sales leaseback, term of lease, extension option													65 years			10 years
Sales leaseback, annual rental payments								3,300,000		3,500,000		900,000			700,000
Net present value of the lease payments			77,200,000
Amortization of deferred gain, recognized					3,500,000	3,500,000	3,500,000
2014																800,000
2015																900,000
2016																900,000
2017																900,000
Thereafter																500,000
Deferred proceeds from sale of The Shoppes at The Palazzo	268,541,000	267,956,000												266,200,000		268,500,000
Contingent rent on mall sale																	$ 4,100,000

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Income Taxes - Effective Income Tax Rate Continuing Operations Tax rate Reconciliation (Detail)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Federal Statutory Income Tax Rate	35.00%	35.00%	35.00%
Change in valuation allowance	(21.10%)	(20.80%)	(21.00%)
U.S. foreign tax credits	(19.00%)	(162.10%)	(4.00%)
Repatriation of foreign earnings	14.60%	110.50%	2.40%
Tax exempt income of foreign subsidiary (Macao)	(9.60%)	(10.00%)	(7.60%)
Change in valuation allowance	6.00%	54.30%	2.70%
Change in uncertain tax positions	0.00%	0.70%	0.10%
Other, net	0.10%	1.20%	2.50%
Effective Income Tax Rate Reconciliation, Percent	6.00%	8.80%	10.10%

XML

Condensed Consolidating Financial Information

12 Months Ended

Dec. 31, 2013

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Consolidating Financial Information

Condensed Consolidating Financial Information

LVSLLC, as the issuer and primary obligor of the 2013 U.S. Credit Facility, VCR, Venetian Marketing, Inc., Sands Expo & Convention Center, Inc. (formerly Interface Group-Nevada, Inc.) and Sands Pennsylvania, Inc. (collectively, the “Restricted Subsidiaries”), are all guarantors under the 2013 U.S. Credit Facility. The noncontrolling interest amounts included in the Restricted Subsidiaries’ condensed consolidating financial information are related to non-voting preferred stock of one of the subsidiaries held by third parties.

In February 2008, all of the capital stock of Phase II Mall Subsidiary, LLC (a subsidiary of VCR), was sold to GGP; however, the sale is not complete from an accounting perspective due to the Company’s continuing involvement in the transaction related to the participation in certain potential future revenues earned by GGP. Certain of the assets, liabilities and operating results related to the ownership and operation of the mall by Phase II Mall Subsidiary, LLC subsequent to the sale will continue to be accounted for by the Restricted Subsidiaries, and therefore are included in the “Restricted Subsidiaries” columns in the following condensed consolidating financial information. As a result, net liabilities of $29.3 million (consisting of $239.3 million of property and equipment, offset by $268.6 million of liabilities consisting primarily of deferred proceeds from the sale) and $17.3 million (consisting of $250.8 million of property and equipment, offset by $268.1 million of liabilities consisting primarily of deferred proceeds from the sale) as of December 31, 2013 and 2012, respectively, and a net loss (consisting primarily of depreciation expense) of $12.9 million, $15.1 million and $19.5 million for the years ended December 31, 2013, 2012 and 2011, respectively, related to the mall and are being accounted for by the Restricted Subsidiaries. These balances and amounts are not collateral for the 2013 U.S. Credit Facility.

In connection with the refinancing of the Senior Secured Credit Facility, there has been a change in the group of subsidiaries that are the Restricted Subsidiaries, to exclude Palazzo Condo Tower, LLC, LVS (Nevada) International Holdings, Inc. and LVS Management Services, LLC. Accordingly, the Company has reclassified the prior periods to conform with the current presentation of the Restricted Subsidiaries.

The following condensed consolidating financial information of LVSC, a non-guarantor parent; the Restricted Subsidiaries, including LVSLLC as the issuer; and the non-restricted subsidiaries on a combined basis as of December 31, 2013 and 2012, and for each of the three years in the period ended December 31, 2013, is being presented in order to meet the reporting requirements under the 2013 U.S. Credit Facility, and is not intended to comply with SEC Regulation S-X 3-10 (in thousands):

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2013

	LVSC (Non-Guarantor Parent)		Restricted Subsidiaries		Non-Restricted Subsidiaries		Consolidating/ Eliminating Entries			Total
Cash and cash equivalents	$	50,180	$	315,489	$	3,234,745	$	—		$	3,600,414
Restricted cash and cash equivalents	—		—		6,839		—			6,839
Intercompany receivables	271,993		236,259		—		(508,252		)	—
Intercompany notes receivables	—		—		251,537		(251,537		)	—
Accounts receivable, net	11,815		295,333		1,454,962		—			1,762,110
Inventories	3,895		12,609		25,442		—			41,946
Deferred income taxes, net	7,509		37,233		—		(44,742		)	—
Prepaid expenses and other	21,311		11,592		71,327		—			104,230
Total current assets	366,703		908,515		5,044,852		(804,531		)	5,515,539
Property and equipment, net	155,806		3,056,678		12,146,469		—			15,358,953
Investments in subsidiaries	7,568,252		6,112,507		—		(13,680,759		)	—
Deferred financing costs, net	181		30,737		155,046		—			185,964
Intercompany receivables	483		38,931		—		(39,414		)	—
Intercompany notes receivable	—		1,081,710		—		(1,081,710		)	—
Deferred income taxes, net	—		—		—		13,821			13,821
Leasehold interests in land, net	—		—		1,428,819		—			1,428,819
Intangible assets, net	690		—		101,391		—			102,081
Other assets, net	264		22,288		96,535		—			119,087
Total assets	$	8,092,379	$	11,251,366	$	18,973,112	$	(15,592,593	)	$	22,724,264
Accounts payable	$	8,381	$	25,679	$	85,134	$	—		$	119,194
Construction payables	2,161		3,226		236,173		—			241,560
Intercompany payables	—		278,309		229,943		(508,252		)	—
Intercompany notes payable	251,537		—		—		(251,537		)	—
Accrued interest payable	77		224		6,250		—			6,551
Other accrued liabilities	54,071		224,759		1,916,036		—			2,194,866
Income taxes payable	—		17		176,661		—			176,678
Deferred income taxes	—		—		58,051		(44,742		)	13,309
Current maturities of long-term debt	3,688		24,892		348,927		—			377,507
Total current liabilities	319,915		557,106		3,057,175		(804,531		)	3,129,665
Other long-term liabilities	3,775		10,175		98,245		—			112,195
Intercompany payables	—		—		39,414		(39,414		)	—
Intercompany notes payable	—		—		1,081,710		(1,081,710		)	—
Deferred income taxes	39,523		54,668		65,199		13,821			173,211
Deferred amounts related to mall transactions	—		425,912		—		—			425,912
Long-term debt	63,672		2,823,269		6,495,811		—			9,382,752
Total liabilities	426,885		3,871,130		10,837,554		(1,911,834		)	13,223,735
Total Las Vegas Sands Corp. stockholders’ equity	7,665,494		7,379,831		6,300,928		(13,680,759		)	7,665,494
Noncontrolling interests	—		405		1,834,630		—			1,835,035
Total equity	7,665,494		7,380,236		8,135,558		(13,680,759		)	9,500,529
Total liabilities and equity	$	8,092,379	$	11,251,366	$	18,973,112	$	(15,592,593	)	$	22,724,264

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2012

	LVSC (Non-Guarantor parent)		Restricted Subsidiaries		Non-Restricted Subsidiaries		Consolidating/ Eliminating Entries			Total
Cash and cash equivalents	$	7,962	$	182,402	$	2,322,402	$	—		$	2,512,766
Restricted cash and cash equivalents	—		1		4,520		—			4,521
Intercompany receivables	209,961		256,409		—		(466,370		)	—
Intercompany notes receivable	—		1,100,000		237,161		(1,337,161		)	—
Accounts receivable, net	6,646		259,691		1,552,923		—			1,819,260
Inventories	3,501		13,081		27,293		—			43,875
Deferred income taxes, net	5,687		36,900		—		(40,288		)	2,299
Prepaid expenses and other	13,257		12,223		69,313		—			94,793
Total current assets	247,014		1,860,707		4,213,612		(1,843,819		)	4,477,514
Property and equipment, net	173,065		3,157,605		12,436,078		—			15,766,748
Investments in subsidiaries	7,045,198		4,675,328		—		(11,720,526		)	—
Deferred financing costs, net	238		12,528		201,699		—			214,465
Restricted cash and cash equivalents	—		—		1,938		—			1,938
Intercompany receivables	6,109		56,302		—		(62,411		)	—
Intercompany notes receivable	—		928,728		—		(928,728		)	—
Deferred income taxes, net	3,665		—		—		39,615			43,280
Leasehold interests in land, net	—		—		1,458,741		—			1,458,741
Intangible assets, net	690		—		69,928		—			70,618
Other assets, net	243		18,403		111,702		—			130,348
Total assets	$	7,476,222	$	10,709,601	$	18,493,698	$	(14,515,869	)	$	22,163,652
Accounts payable	$	9,948	$	25,007	$	71,543	$	—		$	106,498
Construction payables	5,318		7,646		330,408		—			343,372
Intercompany payables	—		173,893		292,477		(466,370		)	—
Intercompany notes payable	237,161		—		1,100,000		(1,337,161		)	—
Accrued interest payable	82		1,050		14,410		—			15,542
Other accrued liabilities	42,318		235,889		1,617,276		—			1,895,483
Income taxes payable	—		4		164,122		—			164,126
Deferred income taxes	—		—		40,288		(40,288		)	—
Current maturities of long-term debt	3,688		90,649		3,465		—			97,802
Total current liabilities	298,515		534,138		3,633,989		(1,843,819		)	2,622,823
Other long-term liabilities	48,506		9,776		75,654		—			133,936
Intercompany payables	—		—		62,411		(62,411		)	—
Intercompany notes payable	—		—		928,728		(928,728		)	—
Deferred income taxes	—		39,643		106,687		39,615			185,945
Deferred amounts related to mall transactions	—		430,271		—		—			430,271
Long-term debt	67,359		2,753,745		7,311,161		—			10,132,265
Total liabilities	414,380		3,767,573		12,118,630		(2,795,343		)	13,505,240
Total Las Vegas Sands Corp. stockholders’ equity	7,061,842		6,941,623		4,778,903		(11,720,526		)	7,061,842
Noncontrolling interests	—		405		1,596,165		—			1,596,570
Total equity	7,061,842		6,942,028		6,375,068		(11,720,526		)	8,658,412
Total liabilities and equity	$	7,476,222	$	10,709,601	$	18,493,698	$	(14,515,869	)	$	22,163,652

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2013

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—		$	584,372		$	10,802,545		$	—		$	11,386,917
Rooms	—			472,518			908,163			—			1,380,681
Food and beverage	—			197,371			532,888			—			730,259
Mall	—			—			481,400			—			481,400
Convention, retail and other	—			310,276			377,791			(172,888		)	515,179
	—			1,564,537			13,102,787			(172,888		)	14,494,436
Less — promotional allowances	(1,455		)	(91,217		)	(629,994		)	(1,885		)	(724,551		)
Net revenues	(1,455		)	1,473,320			12,472,793			(174,773		)	13,769,885
Operating expenses:
Casino	—			314,966			6,171,744			(2,992		)	6,483,718
Rooms	—			157,497			114,449			(4		)	271,942
Food and beverage	—			90,507			283,366			(4,303		)	369,570
Mall	—			—			73,358			—			73,358
Convention, retail and other	—			106,242			238,296			(26,669		)	317,869
Provision for doubtful accounts	—			29,977			207,809			—			237,786
General and administrative	—			341,659			988,927			(846		)	1,329,740
Corporate	164,926			1,264			163,287			(139,942		)	189,535
Pre-opening	—			911			12,428			—			13,339
Development	15,207			—			619			(17		)	15,809
Depreciation and amortization	26,165			186,871			794,432			—			1,007,468
Amortization of leasehold interests in land	—			—			40,352			—			40,352
(Gain) loss on disposal of assets	(12,641		)	1,823			21,974			—			11,156
	193,657			1,231,717			9,111,041			(174,773		)	10,361,642
Operating income (loss)	(195,112		)	241,603			3,361,752			—			3,408,243
Other income (expense):
Interest income	1,155			173,203			18,189			(176,210		)	16,337
Interest expense, net of amounts capitalized	(4,269		)	(88,972		)	(354,180		)	176,210			(271,211		)
Other income (expense)	(5,282		)	(2,322		)	11,925			—			4,321
Loss on modification or early retirement of debt	—			(14,178		)	—			—			(14,178		)
Income from equity investments in subsidiaries	2,416,604			2,119,936			—			(4,536,540		)	—
Income before income taxes	2,213,096			2,429,270			3,037,686			(4,536,540		)	3,143,512
Income tax benefit (expense)	92,901			(133,519		)	(148,218		)	—			(188,836		)
Net income	2,305,997			2,295,751			2,889,468			(4,536,540		)	2,954,676
Net income attributable to noncontrolling interests	—			(2,894		)	(645,785		)	—			(648,679		)
Net income attributable to Las Vegas Sands Corp.	$	2,305,997		$	2,292,857		$	2,243,683		$	(4,536,540	)	$	2,305,997

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2012

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—		$	512,647		$	8,495,511		$	—		$	9,008,158
Rooms	—			446,241			707,783			—			1,154,024
Food and beverage	—			173,111			455,417			—			628,528
Mall	—			—			396,927			—			396,927
Convention, retail and other	—			294,047			359,342			(156,357		)	497,032
	—			1,426,046			10,414,980			(156,357		)	11,684,669
Less — promotional allowances	(1,109		)	(84,613		)	(466,177		)	(1,638		)	(553,537		)
Net revenues	(1,109		)	1,341,433			9,948,803			(157,995		)	11,131,132
Operating expenses:
Casino	—			288,999			4,841,526			(2,489		)	5,128,036
Rooms	—			138,356			98,951			(4		)	237,303
Food and beverage	—			85,206			250,258			(4,254		)	331,210
Mall	—			—			68,763			—			68,763
Convention, retail and other	—			84,957			239,904			(20,598		)	304,263
Provision for doubtful accounts	—			28,987			210,345			—			239,332
General and administrative	—			268,834			793,916			(815		)	1,061,935
Corporate	188,187			413			148,243			(129,813		)	207,030
Pre-opening	—			1,909			141,893			(7		)	143,795
Development	19,973			—			—			(15		)	19,958
Depreciation and amortization	19,921			222,096			650,029			—			892,046
Amortization of leasehold interests in land	—			—			40,165			—			40,165
Impairment loss	—			—			143,674			—			143,674
(Gain) loss on disposal of assets	(1		)	389			1,852			—			2,240
	228,080			1,120,146			7,629,519			(157,995		)	8,819,750
Operating income (loss)	(229,189		)	221,287			2,319,284			—			2,311,382
Other income (expense):
Interest income	281			135,153			21,700			(133,882		)	23,252
Interest expense, net of amounts capitalized	(4,841		)	(91,870		)	(295,735		)	133,882			(258,564		)
Other income (expense)	(47		)	792			4,995			—			5,740
Loss on modification or early retirement of debt	(2,831		)	(1,599		)	(14,804		)	—			(19,234		)
Income from equity investments in subsidiaries	1,705,354			1,430,459			—			(3,135,813		)	—
Income before income taxes	1,468,727			1,694,222			2,035,440			(3,135,813		)	2,062,576
Income tax benefit (expense)	55,366			(78,240		)	(157,889		)	—			(180,763		)
Net income	1,524,093			1,615,982			1,877,551			(3,135,813		)	1,881,813
Net income attributable to noncontrolling interests	—			(2,733		)	(354,987		)	—			(357,720		)
Net income attributable to Las Vegas Sands Corp.	$	1,524,093		$	1,613,249		$	1,522,564		$	(3,135,813	)	$	1,524,093

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2011

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—		$	430,758		$	7,006,244		$	—		$	7,437,002
Rooms	—			450,487			549,548			—			1,000,035
Food and beverage	—			186,894			411,929			—			598,823
Mall	—			—			325,123			—			325,123
Convention, retail and other	—			280,349			362,050			(141,048		)	501,351
	—			1,348,488			8,654,894			(141,048		)	9,862,334
Less — promotional allowances	(720		)	(75,238		)	(374,060		)	(1,571		)	(451,589		)
Net revenues	(720		)	1,273,250			8,280,834			(142,619		)	9,410,745
Operating expenses:
Casino	—			266,203			3,744,193			(2,509		)	4,007,887
Rooms	—			136,416			73,636			—			210,052
Food and beverage	—			88,485			223,807			(4,846		)	307,446
Mall	—			—			59,183			—			59,183
Convention, retail and other	—			87,779			274,582			(24,252		)	338,109
Provision for doubtful accounts	—			14,532			135,924			—			150,456
General and administrative	—			254,139			583,472			(687		)	836,924
Corporate	165,120			265			130,623			(110,314		)	185,694
Pre-opening	—			—			65,833			(8		)	65,825
Development	11,312			—			—			(3		)	11,309
Depreciation and amortization	18,493			227,400			548,511			—			794,404
Amortization of leasehold interests in land	—			—			43,366			—			43,366
(Gain) loss on disposal of assets	7,662			2,590			(49		)	—			10,203
	202,587			1,077,809			5,883,081			(142,619		)	7,020,858
Operating income (loss)	(203,307		)	195,441			2,397,753			—			2,389,887
Other income (expense):
Interest income	3,702			112,218			9,867			(111,393		)	14,394
Interest expense, net of amounts capitalized	(13,856		)	(95,993		)	(284,493		)	111,393			(282,949		)
Other income (expense)	171			(1,946		)	(2,180		)	—			(3,955		)
Loss on modification or early retirement of debt	—			(503		)	(22,051		)	—			(22,554		)
Income from equity investments in subsidiaries	1,716,119			1,442,967			—			(3,159,086		)	—
Income before income taxes	1,502,829			1,652,184			2,098,896			(3,159,086		)	2,094,823
Income tax benefit (expense)	57,294			(57,336		)	(211,662		)	—			(211,704		)
Net income	1,560,123			1,594,848			1,887,234			(3,159,086		)	1,883,119
Net income attributable to noncontrolling interests	—			(2,495		)	(320,501		)	—			(322,996		)
Net income attributable to Las Vegas Sands Corp.	$	1,560,123		$	1,592,353		$	1,566,733		$	(3,159,086	)	$	1,560,123

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Year Ended December 31, 2013

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net income	$	2,305,997		$	2,295,751		$	2,889,468		$	(4,536,540	)	$	2,954,676
Currency translation adjustment, before and after tax	(89,295		)	(75,797		)	(89,976		)	165,092			(89,976		)
Total comprehensive income	2,216,702			2,219,954			2,799,492			(4,371,448		)	2,864,700
Comprehensive income attributable to noncontrolling interests	—			(2,894		)	(645,104		)	—			(647,998		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	2,216,702		$	2,217,060		$	2,154,388		$	(4,371,448	)	$	2,216,702

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Year Ended December 31, 2012

	LVSC (Non-Guarantor parent)		Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net income	$	1,524,093	$	1,615,982		$	1,877,551		$	(3,135,813	)	$	1,881,813
Currency translation adjustment, net of reclassification adjustment and before and after tax	168,974		143,570			172,788			(312,544		)	172,788
Total comprehensive income	1,693,067		1,759,552			2,050,339			(3,448,357		)	2,054,601
Comprehensive income attributable to noncontrolling interests	—		(2,733		)	(358,801		)	—			(361,534		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	1,693,067	$	1,756,819		$	1,691,538		$	(3,448,357	)	$	1,693,067

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Year Ended December 31, 2011

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net income	$	1,560,123		$	1,594,848		$	1,887,234		$	(3,159,086	)	$	1,883,119
Currency translation adjustment, before and after tax	(35,415		)	(28,876		)	(32,793		)	64,291			(32,793		)
Total comprehensive income	1,524,708			1,565,972			1,854,441			(3,094,795		)	1,850,326
Comprehensive income attributable to noncontrolling interests	—			(2,495		)	(323,123		)	—			(325,618		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	1,524,708		$	1,563,477		$	1,531,318		$	(3,094,795	)	$	1,524,708

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2013

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net cash generated from operating activities	$	1,693,766		$	1,892,021		$	4,255,589		$	(3,401,964	)	$	4,439,412
Cash flows from investing activities:
Change in restricted cash and cash equivalents	—			1			(383		)	—			(382		)
Capital expenditures	(29,901		)	(91,900		)	(776,310		)	—			(898,111		)
Proceeds from disposal of property and equipment	31,000			121			1,034			—			32,155
Acquisition of intangible assets	—			—			(45,871		)	—			(45,871		)
Repayments of receivable from non-restricted subsidiaries	—			1,357			—			(1,357		)	—
Notes receivable to Las Vegas Sands Corp.	—			—			(251,537		)	251,537			—
Repayments of receivable from Las Vegas Sands Corp.	—			—			237,161			(237,161		)	—
Dividends received from non-restricted subsidiaries	—			1,383,116			—			(1,383,116		)	—
Capital contributions to subsidiaries	(68		)	(1,292,416		)	—			1,292,484			—
Net cash generated from (used in) investing activities	1,031			279			(835,906		)	(77,613		)	(912,209		)
Cash flows from financing activities:
Proceeds from exercise of stock options	50,223			—			19,373			—			69,596
Repurchase of common stock	(561,150		)	—			—			—			(561,150		)
Proceeds from exercise of warrants	350			—			—			—			350
Dividends paid	(1,152,690		)	—			(411,359		)	—			(1,564,049		)
Distributions to noncontrolling interests	—			(2,894		)	(8,964		)	—			(11,858		)
Dividends paid to Las Vegas Sands Corp.	—			(1,732,152		)	(108,570		)	1,840,722			—
Dividends paid to Restricted Subsidiaries	—			—			(2,944,358		)	2,944,358			—
Capital contributions received	—			—			1,292,484			(1,292,484		)	—
Borrowings from non-restricted subsidiaries	251,537			—			—			(251,537		)	—
Repayments on borrowings from Restricted Subsidiaries	—			—			(1,357		)	1,357			—
Repayments on borrowings from non-restricted subsidiaries	(237,161		)	—			—			237,161			—
Proceeds from 2013 U.S. credit facility	—			2,828,750			—			—			2,828,750
Proceeds from senior secured credit facility	—			250,000			—			—			250,000
Proceeds from 2012 Singapore credit facility	—			—			104,357			—			104,357
Repayments on senior secured credit facility	—			(3,073,038		)	—			—			(3,073,038		)
Repayments on 2012 Singapore credit facility	—			—			(430,504		)				(430,504		)
Repayments on airplane financings	(3,688		)	—			—			—			(3,688		)
Repayments on HVAC equipment lease and other long-term debt	—			(2,350		)	(3,452		)	—			(5,802		)
Payments of deferred financing costs	—			(27,529		)	(7,885		)	—			(35,414		)
Net cash used in financing activities	(1,652,579		)	(1,759,213		)	(2,500,235		)	3,479,577			(2,432,450		)
Effect of exchange rate on cash	—			—			(7,105		)	—			(7,105		)
Increase in cash and cash equivalents	42,218			133,087			912,343			—			1,087,648
Cash and cash equivalents at beginning of year	7,962			182,402			2,322,402			—			2,512,766
Cash and cash equivalents at end of year	$	50,180		$	315,489		$	3,234,745		$	—		$	3,600,414

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2012

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net cash generated from operating activities	$	2,544,296		$	2,177,182		$	2,894,423		$	(4,558,144	)	$	3,057,757
Cash flows from investing activities:
Change in restricted cash and cash equivalents	—			(1		)	694			—			693
Capital expenditures	(50,903		)	(155,936		)	(1,242,395		)	—			(1,449,234		)
Proceeds from disposal of property and equipment	—			454			2,455			—			2,909
Intercompany receivable to non-restricted subsidiaries	(20,297		)	—			—			20,297			—
Repayments of receivable from non-restricted subsidiaries	—			683			—			(683		)	—
Notes receivable to Las Vegas Sands Corp.	—			—			(237,161		)	237,161			—
Notes receivable to non-restricted subsidiaries	—			(9,773		)	—			9,773			—
Dividends received from non-restricted subsidiaries	—			2,564,500			—			(2,564,500		)	—
Capital contributions to subsidiaries	(64		)	(2,485,000		)	—			2,485,064			—
Net cash used in investing activities	(71,264		)	(85,073		)	(1,476,407		)	187,112			(1,445,632		)
Cash flows from financing activities:
Proceeds from exercise of stock options	34,668			—			11,572			—			46,240
Proceeds from exercise of warrants	528,908			—			—			—			528,908
Dividends paid	(3,085,256		)	—			(357,056		)	—			(3,442,312		)
Distributions to noncontrolling interests	—			(2,733		)	(7,733		)	—			(10,466		)
Deemed distribution to Principal Stockholder	—			—			(18,576		)	—			(18,576		)
Dividends paid to Las Vegas Sands Corp.	—			(2,568,900		)	(181,191		)	2,750,091			—
Dividends paid to Restricted Subsidiaries	—			—			(4,372,553		)	4,372,553			—
Capital contributions received	—			—			2,485,064			(2,485,064		)	—
Borrowings from Las Vegas Sands Corp.	—			—			20,297			(20,297		)	—
Borrowings from Restricted Subsidiaries	—			—			9,773			(9,773		)	—
Borrowings from non-restricted subsidiaries	237,161			—			—			(237,161		)	—
Repayments on borrowings from Restricted Subsidiaries	—			—			(683		)	683			—
Proceeds from 2012 Singapore credit facility	—			—			3,951,486			—			3,951,486
Proceeds from senior secured credit facility	—			400,000			—			—			400,000
Repayments on Singapore credit facility	—			—			(3,635,676		)	—			(3,635,676		)
Repayments on senior secured credit facility	—			(425,555		)	—			—			(425,555		)
Redemption of senior notes	(189,712		)	—			—			—			(189,712		)
Repayments on ferry financing	—			—			(140,337		)	—			(140,337		)
Repayments on airplane financings	(3,688		)	—			—			—			(3,688		)
Repayments on HVAC equipment lease and other long-term debt	—			(2,161		)	(2,569		)	—			(4,730		)
Payments of deferred financing costs	—			—			(100,888		)	—			(100,888		)
Net cash used in financing activities	(2,477,919		)	(2,599,349		)	(2,339,070		)	4,371,032			(3,045,306		)
Effect of exchange rate on cash	—			—			43,229			—			43,229
Decrease in cash and cash equivalents	(4,887		)	(507,240		)	(877,825		)	—			(1,389,952		)
Cash and cash equivalents at beginning of year	12,849			689,642			3,200,227			—			3,902,718
Cash and cash equivalents at end of year	$	7,962		$	182,402		$	2,322,402		$	—		$	2,512,766

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2011

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net cash generated from (used in) operating activities	$	(42,087	)	$	404,624		$	2,503,697		$	(203,738	)	$	2,662,496
Cash flows from investing activities:
Change in restricted cash and cash equivalents	—			2,285			802,109			—			804,394
Capital expenditures	(21,355		)	(47,560		)	(1,439,578		)	—			(1,508,493		)
Proceeds from disposal of property and equipment	—			—			6,093			—			6,093
Acquisition of intangible assets	(100		)	—			—			—			(100		)
Repayments of receivable from non-restricted subsidiaries	—			1,200			—			(1,200		)	—
Notes receivable to non-restricted subsidiaries	—			(50,766		)	—			50,766			—
Dividends received from non-restricted subsidiaries	—			94,472			—			(94,472		)	—
Capital contributions to subsidiaries	(50,026		)	—			—			50,026			—
Net cash used in investing activities	(71,481		)	(369		)	(631,376		)	5,120			(698,106		)
Cash flows from financing activities:
Proceeds from exercise of stock options	23,238			—			2,267			—			25,505
Proceeds from exercise of warrants	12,512			—			—			—			12,512
Dividends paid	(75,297		)	—			—			—			(75,297		)
Distributions to noncontrolling interests	—			(2,495		)	(7,893		)	—			(10,388		)
Dividends paid to Las Vegas Sands Corp.	—			(143,738		)	—			143,738			—
Dividends paid to Restricted Subsidiaries	—			—			(154,472		)	154,472			—
Capital contributions received	—			50,000			26			(50,026		)	—
Borrowings from Restricted Subsidiaries	—			—			50,766			(50,766		)	—
Repayments on borrowings from Restricted Subsidiaries	—			—			(1,200		)	1,200			—
Proceeds from 2011 VML credit facility	—			—			3,201,535			—			3,201,535
Repayments on senior secured credit facility	—			(28,937		)	—			—			(28,937		)
Repayments on VML credit facility	—			—			(2,060,819		)	—			(2,060,819		)
Repayments on VOL credit facility	—			—			(749,660		)	—			(749,660		)
Repayments on Singapore credit facility	—			—			(418,564		)	—			(418,564		)
Repayments on ferry financing	—			—			(35,002		)	—			(35,002		)
Repayments on airplane financings	(3,688		)	—			—			—			(3,688		)
Repayments on HVAC equipment lease and other long-term debt	—			(1,669		)	(1,971		)	—			(3,640		)
Repurchases and redemption of preferred stock	(845,321		)	—			—			—			(845,321		)
Payments of preferred stock inducement premium	(16,871		)	—			—			—			(16,871		)
Payments of deferred financing costs	—			—			(84,826		)	—			(84,826		)
Net cash used in financing activities	(905,427		)	(126,839		)	(259,813		)	198,618			(1,093,461		)
Effect of exchange rate on cash	—			—			(5,292		)	—			(5,292		)
Increase (decrease) in cash and cash equivalents	(1,018,995		)	277,416			1,607,216			—			865,637
Cash and cash equivalents at beginning of year	1,031,844			412,226			1,593,011			—			3,037,081
Cash and cash equivalents at end of year	$	12,849		$	689,642		$	3,200,227		$	—		$	3,902,718

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Summary of Significant Accounting Policies - Weighted Average Number of Common and Common Equivalent Shares Used in Calculation of Basic and Diluted Earnings Per Share (Detail)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Disclosure Summary Of Significant Accounting Policies Weighted Average Number Of Common And Common Equivalent Shares Used In Calculation Of Basic And Diluted Earnings Per Share [Abstract]
Weighted average common shares outstanding (used in the calculation of basic earnings per share)	822,282,515	806,395,660	728,343,428
Potential dilution from stock options, warrants and restricted stock and stock units	4,033,593	18,160,376	83,473,259
Weighted average common and common equivalent shares (used in the calculation of diluted earnings per share)	826,316,108	824,556,036	811,816,687
Antidilutive stock options excluded from the calculation of diluted earnings per share	4,455,109	4,700,981	5,493,706

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Segment Information (Tables)

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Schedule Of Segment Reporting Information Net Revenue And Adjusted Property Ebitda Table

The Company’s segment information is as follows as of and for the years ended December 31, 2013, 2012 and 2011 (in thousands):

	Year Ended December 31,
	2013			2012			2011
Net Revenues
Macao:
The Venetian Macao	$	3,851,230		$	3,037,975		$	2,827,174
Sands Cotai Central	2,698,430			1,052,124			—
Four Seasons Macao	1,065,405			1,086,456			678,293
Sands Macao	1,237,016			1,250,552			1,282,201
Other Asia	139,572			148,330			147,323
	8,991,653			6,575,437			4,934,991
Marina Bay Sands	2,968,366			2,886,139			2,921,863
United States:
Las Vegas Operating Properties	1,518,024			1,384,629			1,324,505
Sands Bethlehem	496,738			470,458			399,900
	2,014,762			1,855,087			1,724,405
Intersegment eliminations	(204,896		)	(185,531		)	(170,514		)
Total net revenues	$	13,769,885		$	11,131,132		$	9,410,745

	Year Ended December 31,
	2013			2012			2011
Adjusted Property EBITDA(1)
Macao:
The Venetian Macao	$	1,499,937		$	1,143,245		$	1,022,778
Sands Cotai Central	739,723			213,476			—
Four Seasons Macao	305,040			288,170			217,923
Sands Macao	362,858			350,639			351,877
Other Asia	(3,855		)	(15,950		)	(15,143		)
	2,903,703			1,979,580			1,577,435
Marina Bay Sands	1,384,576			1,366,245			1,530,623
United States:
Las Vegas Operating Properties	351,739			331,182			333,295
Sands Bethlehem	123,337			114,055			90,802
	475,076			445,237			424,097
Total adjusted property EBITDA	4,763,355			3,791,062			3,532,155
Other Operating Costs and Expenses
Stock-based compensation	(30,053		)	(30,772		)	(31,467		)
Legal settlement	(47,400		)	—			—
Corporate	(189,535		)	(207,030		)	(185,694		)
Pre-opening	(13,339		)	(143,795		)	(65,825		)
Development	(15,809		)	(19,958		)	(11,309		)
Depreciation and amortization	(1,007,468		)	(892,046		)	(794,404		)
Amortization of leasehold interests in land	(40,352		)	(40,165		)	(43,366		)
Impairment loss	—			(143,674		)	—
Loss on disposal of assets	(11,156		)	(2,240		)	(10,203		)
Operating income	3,408,243			2,311,382			2,389,887
Other Non-Operating Costs and Expenses
Interest income	16,337			23,252			14,394
Interest expense, net of amounts capitalized	(271,211		)	(258,564		)	(282,949		)
Other income (expense)	4,321			5,740			(3,955		)
Loss on modification or early retirement of debt	(14,178		)	(19,234		)	(22,554		)
Income tax expense	(188,836		)	(180,763		)	(211,704		)
Net income	$	2,954,676		$	1,881,813		$	1,883,119

_________________________

(1) Adjusted property EBITDA is net income before royalty fees, stock-based compensation expense, legal settlement expense (see "— Note 13 — Commitments and Contingencies — Litigation"), corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, impairment loss, loss on disposal of assets, interest, other income (expense), loss on modification or early retirement of debt and income taxes. Adjusted property EBITDA is used by management as the primary measure of operating performance of the Company’s properties and to compare the operating performance of the Company’s properties with that of its competitors.

	Year Ended December 31,
	2013		2012		2011
Intersegment Revenues
Macao:
The Venetian Macao	$	5,296	$	5,125	$	3,923
Sands Cotai Central	356		251		—
Other Asia	34,120		32,748		36,888
	39,772		38,124		40,811
Marina Bay Sands	9,548		3,449		1,298
Las Vegas Operating Properties	155,576		143,958		128,405
Total intersegment revenues	$	204,896	$	185,531	$	170,514

Schedule Of Segment Reporting Information Other Table

	Year Ended December 31,
	2013		2012		2011
Capital Expenditures
Corporate and Other	$	41,152	$	100,887	$	23,062
Macao:
The Venetian Macao	96,172		112,351		28,018
Sands Cotai Central	262,540		862,951		842,962
Four Seasons Macao	15,003		28,143		31,092
Sands Macao	26,491		25,076		7,690
Other Asia	1,319		1,193		5,553
The Parisian Macao	212,842		20,393		39
	614,367		1,050,107		915,354
Marina Bay Sands	142,706		119,647		466,144
United States:
Las Vegas Operating Properties	93,191		156,205		47,666
Sands Bethlehem	6,695		22,388		56,267
	99,886		178,593		103,933
Total capital expenditures	$	898,111	$	1,449,234	$	1,508,493

	December 31,
	2013		2012		2011
Total Assets
Corporate and Other	$	630,673	$	586,788	$	644,645
Macao:
The Venetian Macao	4,367,533		3,254,193		3,199,194
Sands Cotai Central	4,669,358		4,791,560		4,333,406
Four Seasons Macao	1,273,654		1,338,714		1,267,977
Sands Macao	383,444		414,531		485,231
Other Asia	328,332		345,522		328,415
The Parisian Macao	376,014		118,975		96,017
Other Development Projects	169		123		110,133
	11,398,504		10,263,618		9,820,373
Marina Bay Sands	6,354,231		6,941,510		6,794,258
United States:
Las Vegas Operating Properties	3,653,127		3,605,513		4,105,618
Sands Bethlehem	687,729		766,223		879,229
	4,340,856		4,371,736		4,984,847
Total assets	$	22,724,264	$	22,163,652	$	22,244,123

	December 31,
	2013		2012		2011
Total Long-Lived Assets
Corporate and Other	$	388,448	$	398,100	$	312,860
Macao:
The Venetian Macao	1,925,040		1,968,415		2,002,751
Sands Cotai Central	3,772,095		3,836,471		3,053,551
Four Seasons Macao	928,396		971,732		1,006,441
Sands Macao	279,395		285,344		291,620
Other Asia	189,136		202,392		216,030
The Parisian Macao	376,014		118,912		96,017
Other Development Projects	—		—		101,062
	7,470,076		7,383,266		6,767,472
Marina Bay Sands	5,277,126		5,657,351		5,471,376
United States:
Las Vegas Operating Properties	3,073,793		3,179,426		3,244,090
Sands Bethlehem	578,329		607,346		625,649
	3,652,122		3,786,772		3,869,739
Total long-lived assets	$	16,787,772	$	17,225,489	$	16,421,447

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Fair Value Measurements (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012
Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 2,255,951	[1]	$ 1,377,330	[1]
Fair Value, Measurements, Recurring | Quoted Market Prices in Active Markets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	2,255,951	[1]	1,377,330	[1]
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	[1]	0	[1]
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	[1]	0	[1]
Interest Rate Cap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate caps	159		218
Interest Rate Cap | Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate caps	159	[2]	218	[2]
Interest Rate Cap | Fair Value, Measurements, Recurring | Quoted Market Prices in Active Markets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate caps	0	[2]	0	[2]
Interest Rate Cap | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate caps	159	[2]	218	[2]
Interest Rate Cap | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate caps	$ 0	[2]	$ 0	[2]

[1] The Company has short-term investments classified as cash equivalents as the original maturities are less than 90 days.

[2] As of December 31, 2013 and 2012, the Company has 22 and 30 interest rate cap agreements, respectively, with an aggregate fair value of approximately $0.2 million, based on quoted market values from the institutions holding the agreements.

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Selected Quarterly Financial Results (Unaudited) (Parenthetical) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		12 Months Ended			0 Months Ended
	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Mar. 02, 2012 Principal Stockholder's Family Preferred Stock And Warrants Issued To Principal Stockholders Family
Schedule Of Quarterly Financial Data [Line Items]
Common Stock Shares Issued Upon Exercise Of Warrants			64,562	88,155,671	21,953,704	87,500,175
Proceeds from Warrant Exercises			$ 350	$ 528,908	$ 12,512	$ 525,000
Impairment loss	$ 100,700	$ 42,900	$ 0	$ 143,674	$ 0

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Income (Loss) From Continuing Operations Before Income Taxes and Minority Interest

Consolidated income before taxes and noncontrolling interests for domestic and foreign operations is as follows (in thousands):

	Year Ended December 31,
	2013		2012			2011
Foreign	$	3,109,982	$	2,089,243		$	2,149,538
Domestic	33,530		(26,667		)	(54,715		)
Total income before income taxes	$	3,143,512	$	2,062,576		$	2,094,823

Components of (Benefit) Expense for Income Taxes

The components of the income tax expense are as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Foreign:
Current	$	195,154		$	163,199		$	120,502
Deferred	(6,318		)	17,848			91,706
Federal:
Current	(2,073		)	12,379			232
Deferred	2,073			(12,660		)	(779		)
State:
Current	—			(3		)	43
Deferred	—			—			—
Total income tax expense	$	188,836		$	180,763		$	211,704

Effective Income Tax Rate Continuing Operations Tax rate Reconciliation

The reconciliation of the statutory federal income tax rate and the Company’s effective tax rate is as follows:

	Year Ended December 31,
	2013		2012		2011
Statutory federal income tax rate	35.0	%	35.0	%	35.0	%
Increase (decrease) in tax rate resulting from:
Foreign and U.S. tax rate differential	(21.1	)%	(20.8	)%	(21.0	)%
U.S. foreign tax credits	(19.0	)%	(162.1	)%	(4.0	)%
Repatriation of foreign earnings	14.6	%	110.5	%	2.4	%
Tax exempt income of foreign subsidiary (Macao)	(9.6	)%	(10.0	)%	(7.6	)%
Change in valuation allowance	6.0	%	54.3	%	2.7	%
Change in uncertain tax positions	—	%	0.7	%	0.1	%
Other, net	0.1	%	1.2	%	2.5	%
Effective tax rate	6.0	%	8.8	%	10.1	%

Primary Tax Affected Components of Company's Net Deferred Tax Liabilities

The primary tax affected components of the Company’s net deferred tax liabilities are as follows (in thousands):

	December 31,
	2013			2012
Deferred tax assets:
U.S. foreign tax credit carryforwards	$	1,280,121		$	1,199,794
Net operating loss carryforwards	245,652			193,638
Stock-based compensation	46,952			47,197
Pre-opening expenses	39,409			49,103
Accrued expenses	36,746			24,868
Deferred gain on the sale of The Grand Canal Shoppes and The Shoppes at The Palazzo	33,008			34,534
Allowance for doubtful accounts	26,392			25,156
State deferred items	14,109			13,976
Other tax credit carryforwards	181			4,313
Other	6,362			5,456
	1,728,932			1,598,035
Less — valuation allowances	(1,519,268		)	(1,390,900		)
Total deferred tax assets	209,664			207,135
Deferred tax liabilities:
Property and equipment	(338,284		)	(323,674		)
Prepaid expenses	(8,966		)	(556		)
Other	(35,113		)	(23,271		)
Total deferred tax liabilities	(382,363		)	(347,501		)
Deferred tax liabilities, net	$	(172,699	)	$	(140,366	)

Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):

	December 31,
	2013			2012		2011
Balance at the beginning of the year	$	59,338		$	43,411	$	35,769
Additions to tax positions related to prior years	4,431			8,959		4,450
Reductions to tax positions related to prior years	(12,063		)	—		(35		)
Additions to tax positions related to current year	5,706			6,968		3,736
Settlements	(753		)	—		(417		)
Lapse in statutes of limitations	—			—		(92		)
Balance at the end of the year	$	56,659		$	59,338	$	43,411

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Property and Equipment, Net - Property and Equipment (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 20,219,954	$ 19,722,837
Less — accumulated depreciation and amortization	(4,861,001)	(3,956,089)
Property and equipment, net	15,358,953	15,766,748
Land and Land Improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	553,561	515,538
Building and Building Improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	15,226,566	14,414,026
Furniture Fixtures Equipment And Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,849,502	2,557,071
Transportation Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	439,976	411,671
Construction in Progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,150,349	$ 1,824,531

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Equity - Rollforward of Preferred Stock Issued to Principal Stockholder's Family (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011
Increase (Decrease) in Shares of Preferred Stock Issued to Principal Stockholders [Roll Forward]
Beginning balance, shares	5,250,000
Redemption of preferred stock, shares	(5,250,000)
Ending balance, shares
Increase (Decrease) of Preferred Stock Issued to Principal Stockholders Family [Roll Forward]
Beginning balance	$ 503,379
Accretion to redemption value	80,975
Dividends declared, net of amounts previously accrued	45,646
Dividends paid	(52,500)
Redemption of preferred stock, value	(577,500)
Ending balance

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Long-Term Debt - Schedule of Long-term Debt Instruments (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Total debt	$ 9,760,259	$ 10,230,067
Less — current maturities	(377,507)	(97,802)
Total long-term debt	9,382,752	10,132,265
2013 U.S. Credit Facility - Term B | UNITED STATES
Debt Instrument [Line Items]
Total debt	2,238,750	0
2013 U.S. Credit Facility - Revolving | UNITED STATES
Debt Instrument [Line Items]
Total debt	590,000
Senior Secured Credit Facility - Term B | UNITED STATES
Debt Instrument [Line Items]
Total debt	0	1,816,477
Senior Secured Credit Facility - Delayed Draws I and II | UNITED STATES
Debt Instrument [Line Items]
Total debt	0	606,561
Senior Secured Credit Facility - Revolving | UNITED STATES
Debt Instrument [Line Items]
Total debt	0	400,000
Airplane Financings | UNITED STATES
Debt Instrument [Line Items]
Total debt	67,359	71,047
HVAC Equipment Lease | UNITED STATES
Debt Instrument [Line Items]
Total debt	18,140	19,714
Other Long Term Debt And Capital Lease Obligations | UNITED STATES
Debt Instrument [Line Items]
Total debt	2,335	3,689
Other Long Term Debt And Capital Lease Obligations | MACAU
Debt Instrument [Line Items]
Total debt	7,910	7,313
Other Long Term Debt And Capital Lease Obligations | SINGAPORE
Debt Instrument [Line Items]
Total debt	0	708
2011 VML Credit Facility | MACAU
Debt Instrument [Line Items]
Total debt	3,208,869	3,209,839
2012 Singapore Credit Facility - Term | SINGAPORE
Debt Instrument [Line Items]
Total debt	3,626,896	3,767,141
2012 Singapore Credit Facility - Revolving | SINGAPORE
Debt Instrument [Line Items]
Total debt	$ 0	$ 327,578

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Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Detail)	12 Months Ended
	Dec. 31, 2013
Maximum | Land improvements, building and building improvements
Property, Plant and Equipment [Line Items]
Estimated useful life of assets	40 years
Maximum | Furniture, fixtures and equipment
Property, Plant and Equipment [Line Items]
Estimated useful life of assets	20 years
Maximum | Leasehold improvements
Property, Plant and Equipment [Line Items]
Estimated useful life of assets	10 years
Maximum | Transportation
Property, Plant and Equipment [Line Items]
Estimated useful life of assets	20 years
Minimum | Land improvements, building and building improvements
Property, Plant and Equipment [Line Items]
Estimated useful life of assets	15 years
Minimum | Furniture, fixtures and equipment
Property, Plant and Equipment [Line Items]
Estimated useful life of assets	3 years
Minimum | Leasehold improvements
Property, Plant and Equipment [Line Items]
Estimated useful life of assets	3 years
Minimum | Transportation
Property, Plant and Equipment [Line Items]
Estimated useful life of assets	5 years

XML

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and variable interest entities (“VIEs”) in which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

Management’s determination of the appropriate accounting method with respect to the Company’s variable interests is based on accounting standards for VIEs issued by the Financial Accounting Standards Board (“FASB”). The Company consolidates any VIEs in which it is the primary beneficiary and discloses significant variable interests in VIEs of which it is not the primary beneficiary, if any.

The Company has entered into various joint venture agreements with independent third parties. The operations of these joint ventures have been consolidated by the Company due to the Company’s significant investment in these joint ventures, its power to direct the activities of the joint ventures that would significantly impact their economic performance and the obligation to absorb potentially significant losses or the rights to receive potentially significant benefits from these joint ventures. The Company evaluates its primary beneficiary designation on an ongoing basis and will assess the appropriateness of the VIE’s status when events have occurred that would trigger such an analysis.

As of December 31, 2013 and 2012, the Company’s joint ventures had total assets of $103.9 million and $94.5 million, respectively, and total liabilities of $125.4 million and $95.8 million, respectively.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could vary from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Such investments are carried at cost, which is a reasonable estimate of their fair value. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds.

Accounts Receivable and Credit Risk

Accounts receivable are comprised of casino, hotel and other receivables, which do not bear interest and are recorded at cost. The Company extends credit to approved casino customers following background checks and investigations of creditworthiness. The Company also extends credit to its junkets in Macao, which receivables can be offset against commissions payable to the respective junkets. Business or economic conditions, the legal enforceability of gaming debts, or other significant events in foreign countries could affect the collectability of receivables from customers and junkets residing in these countries.

The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on specific customer information, historical write-off experience and current industry and economic data. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Management believes that there are no concentrations of credit risk for which an allowance has not been established. Although management believes that the allowance is adequate, it is possible that the estimated amount of cash collections with respect to accounts receivable could change.

Inventories

Inventories consist primarily of food, beverage and retail products, and operating supplies, which are stated at the lower of cost or market. Cost is determined by the weighted average and specific identification methods.

Property and Equipment

Property and equipment are stated at the lower of cost or fair value. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets, which do not exceed the lease term for leasehold improvements, as follows:

Land improvements, building and building improvements	15 to 40 years
Furniture, fixtures and equipment	3 to 20 years
Leasehold improvements	3 to 10 years
Transportation	5 to 20 years

The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations such as contractual life. Future events, such as property expansions, property developments, new competition or new regulations, could result in a change in the manner in which the Company uses certain assets requiring a change in the estimated useful lives of such assets.

Maintenance and repairs that neither materially add to the value of the asset nor appreciably prolong its life are charged to expense as incurred. Gains or losses on disposition of property and equipment are included in the consolidated statements of operations.

The Company evaluates its property and equipment and other long-lived assets for impairment in accordance with related accounting standards. For assets to be disposed of, the Company recognizes the asset to be sold at the lower of carrying value or fair value less costs of disposal. Fair value for assets to be disposed of is estimated based on comparable asset sales, solicited offers or a discounted cash flow model.

For assets to be held and used (including projects under development), fixed assets are reviewed for impairment whenever indicators of impairment exist. If an indicator of impairment exists, the Company first groups its assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the “asset group”). Secondly, the Company estimates the undiscounted future cash flows that are directly associated with and expected to arise from the completion, use and eventual disposition of such asset group. The Company estimates the undiscounted cash flows over the remaining useful life of the primary asset within the asset group. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs.

To estimate the undiscounted cash flows of the Company’s asset groups, the Company considers all potential cash flow scenarios, which are probability weighted based on management’s estimates given current conditions. Determining the recoverability of the Company’s asset groups is judgmental in nature and requires the use of significant estimates and assumptions, including estimated cash flows, probability weighting of potential scenarios, costs to complete construction for assets under development, growth rates and future market conditions, among others. Future changes to the Company’s estimates and assumptions based upon changes in macro-economic factors, regulatory environments, operating results or management’s intentions may result in future changes to the recoverability of these asset groups.

For assets to be held for sale, the fixed assets (the “disposal group”) are measured at the lower of their carrying amount or fair value less cost to sell. Losses are recognized for any initial or subsequent write-down to fair value less cost to sell, while gains are recognized for any subsequent increase in fair value less cost to sell, but not in excess of the cumulative loss previously recognized. Any gains or losses not previously recognized that result from the sale of the disposal group shall be recognized at the date of sale. Fixed assets are not depreciated while classified as held for sale.

During the years ended December 31, 2013 and 2011, no assets were impaired. During December 31, 2012, the Company recognized an impairment loss of $143.7 million, primarily related to $100.7 million of capitalized construction costs related to the Company’s former Cotai Strip development (referred to as parcels 7 and 8) and a $42.9 million impairment due to the termination of ZAiA at The Venetian Macao.

Capitalized Interest and Internal Costs

Interest costs associated with major construction projects are capitalized and included in the cost of the projects. When no debt is incurred specifically for construction projects, interest is capitalized on amounts expended using the weighted average cost of the Company’s outstanding borrowings. Capitalization of interest ceases when the project is substantially complete or construction activity is suspended for more than a brief period. During the years ended December 31, 2013, 2012 and 2011, the Company capitalized interest expense of $4.7 million, $49.3 million and $127.1 million, respectively.

During the years ended December 31, 2013, 2012 and 2011, the Company capitalized approximately $24.2 million, $20.3 million and $19.8 million, respectively, of internal costs, consisting primarily of compensation expense for individuals directly involved with the development and construction of property.

Deferred Financing Costs and Original Issue Discounts

Deferred financing costs and original issue discounts are amortized to interest expense based on the terms of the related debt instruments using the effective interest method.

Leasehold Interests in Land

Leasehold interests in land represent payments made for the use of land over an extended period of time. The leasehold interests in land are amortized on a straight-line basis over the expected term of the related lease agreements.

Indefinite Useful Life Assets

Assets with indefinite useful lives are regularly assessed to ensure they continue to meet the indefinite useful life criteria. These assets are not subject to amortization and are tested for impairment and recoverability annually or more frequently if events or circumstances indicate that the assets might be impaired. When performing the impairment analysis, the Company first conducts a qualitative assessment to determine whether it is “more-likely-than-not” that the asset is impaired. If, after assessing the qualitative factors, it is determined that it is “more-likely-than-not” that the asset is impaired, the Company then performs an impairment test that consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of the asset is not recoverable and exceeds its fair value, an impairment will be recognized in an amount equal to that excess. If the carrying amount of the asset does not exceed the fair value, no impairment is recognized.

As of December 31, 2013, the Company had assets of $50.0 million and $16.5 million related to its Sands Bethlehem gaming license and table games certificate, respectively, both of which were determined to have an indefinite useful life and have been recorded within intangible assets in the accompanying consolidated balance sheets. For the years ended December 31,2013 and 2012, the annual impairment analysis included an assessment of certain qualitative factors including, but not limited to, the results of the most recent fair value calculation, current year and projected operating results, and macro-economic and industry conditions. The Company considered the qualitative factors and determined that it was not “more-likely-than-not” that the indefinite lived intangible assets were impaired. For the year ended December 31, 2011, a quantitative analysis was performed and the fair value of the Company’s gaming license and table games certificate was estimated using the Company’s expected adjusted property EBITDA (as defined in “— Note 17 — Segment Information”), combined with estimated future tax-affected cash flows and a terminal value using the Gordon Growth Model, which were discounted to present value at rates commensurate with the Company’s capital structure and the prevailing borrowing rates within the casino industry in general. Adjusted property EBITDA and discounted cash flows are common measures used to value cash-intensive businesses such as casinos. Determining the fair value of the gaming license and table games certificate is judgmental in nature and requires the use of significant estimates and assumptions, including adjusted property EBITDA, growth rates, discount rates and future market conditions, among others.

Although the Company believes the qualitative factors considered in the impairment analysis are reasonable, significant changes in any one of the assumptions could produce a different result. Future changes to the Company’s estimates and assumptions based upon changes in macro-economic factors, operating results or management’s intentions may result in future changes to the fair value of the gaming license and table games certificate. No impairment charge related to these assets was recorded for the years ended December 31, 2013, 2012 and 2011.

Revenue Recognition and Promotional Allowances

Casino revenue is the aggregate of gaming wins and losses. The commissions rebated directly or indirectly through junkets to customers, cash discounts and other cash incentives to customers related to gaming play are recorded as a reduction to gross casino revenue. Hotel revenue recognition criteria are met at the time of occupancy. Food and beverage revenue recognition criteria are met at the time of service. Deposits for future hotel occupancy or food and beverage services contracts are recorded as deferred income until revenue recognition criteria are met. Cancellation fees for hotel and food and beverage services are recognized upon cancellation by the customer. Mall revenue is primarily generated from base rents and overage rents received through long-term leases with retail tenants. Base rent, adjusted for contractual escalations, is recognized on a straight-lined basis over the term of the related lease. Overage rent is paid by a tenant when its sales exceed an agreed upon minimum amount and is not recognized by the Company until the thresholds are met. Convention revenues are recognized when the related service is rendered or the event is held.

In accordance with industry practice, the retail value of rooms, food and beverage, and other services furnished to the Company’s guests without charge is included in gross revenue and then deducted as promotional allowances. The estimated retail value of such promotional allowances is included in operating revenues as follows (in thousands):

	Year Ended December 31,
	2013		2012		2011
Rooms	$	366,353	$	256,738	$	182,831
Food and beverage	222,195		185,292		169,576
Convention, retail and other	136,003		111,507		99,182
	$	724,551	$	553,537	$	451,589

The estimated departmental cost of providing such promotional allowances, which is included primarily in casino operating expenses, is as follows (in thousands):

	Year Ended December 31,
	2013		2012		2011
Rooms	$	88,379	$	62,201	$	38,038
Food and beverage	167,223		140,403		119,238
Convention, retail and other	88,214		73,106		75,600
	$	343,816	$	275,710	$	232,876

Gaming Taxes

The Company is subject to taxes based on gross gaming revenue in the jurisdictions in which it operates, subject to applicable jurisdictional adjustments. These gaming taxes, including the goods and services tax in Singapore, are an assessment on the Company’s gaming revenue and are recorded as a casino expense in the accompanying consolidated statements of operations. These taxes were $4.54 billion, $3.53 billion and $2.72 billion for the years ended December 31, 2013, 2012 and 2011, respectively.

Frequent Players Program

The Company has established promotional clubs to encourage repeat business from frequent and active slot machine customers and table games patrons. Members earn points primarily based on gaming activity and such points can be redeemed for cash, free play and other free goods and services. The Company accrues for club points expected to be redeemed for cash and free play as a reduction to gaming revenue and accrues for club points expected to be redeemed for free goods and services primarily as casino expense. The accruals are based on estimates and assumptions regarding the mix of cash, free play and other free goods and services that will be redeemed and the costs of providing those benefits. Historical data is used to assist in the determination of the estimated accruals.

Pre-Opening and Development Expenses

The Company accounts for costs incurred in the development and pre-opening phases of new ventures in accordance with accounting standards regarding start-up activities. Pre-opening expenses represent personnel and other costs incurred prior to the opening of new ventures and are expensed as incurred. Development expenses include the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are also expensed as incurred.

Advertising Costs

Costs for advertising are expensed the first time the advertising takes place or as incurred. Advertising costs included in the accompanying consolidated statements of operations were $117.8 million, $97.8 million and $51.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Corporate Expenses

Corporate expense represents payroll, travel, professional fees and various other expenses not allocated or directly related to the Company’s integrated resort operations and related ancillary operations.

Foreign Currency

The Company accounts for currency translation in accordance with accounting standards regarding foreign currency translation. Gains or losses from foreign currency remeasurements are included in other income (expense). Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date and income statement accounts are translated at the average exchange rates during the year. Translation adjustments resulting from this process are charged or credited to other comprehensive income.

Comprehensive Income and Accumulated Other Comprehensive Income

Comprehensive income includes net income and all other non-stockholder changes in equity, or other comprehensive income. The balance of accumulated other comprehensive income consisted solely of foreign currency translation adjustments. During the year ended December 31, 2012, a $6.6 million gain related to the dissolution of a wholly owned foreign subsidiary was reclassified from accumulated other comprehensive income and comprehensive income to net income. This amount is included in other income (expense) in the accompanying consolidated statements of operations.

Earnings Per Share

The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings per share consisted of the following:

	Year Ended December 31,
	2013	2012	2011
Weighted average common shares outstanding (used in the calculation of basic earnings per share)	822,282,515	806,395,660	728,343,428
Potential dilution from stock options, warrants and restricted stock and stock units	4,033,593	18,160,376	83,473,259
Weighted average common and common equivalent shares (used in the calculation of diluted earnings per share)	826,316,108	824,556,036	811,816,687
Antidilutive stock options excluded from the calculation of diluted earnings per share	4,455,109	4,700,981	5,493,706

Stock-Based Employee Compensation

The Company accounts for its stock-based employee compensation in accordance with accounting standards regarding share-based payment, which establishes accounting for equity instruments exchanged for employee services. Stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized over the employee’s requisite service period (generally the vesting period of the equity grant). The Company’s stock-based employee compensation plans are more fully discussed in “— Note 14 — Stock-Based Employee Compensation.”

Income Taxes

The Company is subject to income taxes in the U.S. (including federal and state) and numerous foreign jurisdictions in which it operates. The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes require a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is “more-likely-than-not” that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more-likely-than-not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring, and tax planning strategies.

The Company recorded valuation allowances on the net deferred tax assets of certain foreign jurisdictions of $217.8 million and $209.4 million, as of December 31, 2013 and 2012, respectively, and a valuation allowance on the deferred tax assets of our U.S. operations of $1.30 billion and $1.18 billion as of December 31, 2013 and 2012, respectively. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period and consider the scheduled reversal of deferred tax liabilities, sources of taxable income and tax planning strategies. To the extent that the financial results of these operations improve and it becomes “more-likely-than-not” that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance.

Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provide a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is “more-likely-than-not” that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and for which actual outcomes may be different.

Accounting for Derivative Instruments and Hedging Activities

Accounting standards require that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If specific conditions are met, a derivative may be specifically designated as a hedge of specific financial exposures. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and, if used in hedging activities, on its effectiveness as a hedge.

The Company has a policy aimed at managing interest rate risk associated with its current and anticipated future borrowings. This policy enables the Company to use any combination of interest rate swaps, futures, options, caps and similar instruments. To the extent the Company employs such financial instruments pursuant to this policy, and the instruments qualify for hedge accounting, they are accounted for as hedging instruments. In order to qualify for hedge accounting, the underlying hedged item must expose the Company to risks associated with market fluctuations and the financial instrument used must be designated as a hedge and must reduce the Company’s exposure to market fluctuation throughout the hedge period. If these criteria are not met, a change in the market value of the financial instrument is recognized as a gain or loss in results of operations in the period of change.

Otherwise, gains and losses are recognized in comprehensive income or loss except to the extent that the financial instrument is disposed of prior to maturity. Net interest paid or received pursuant to the financial instrument is included as interest expense in the period.

Recent Accounting Pronouncements

In July 2012, the FASB issued authoritative guidance that is intended to simplify testing indefinite lived intangible assets other than goodwill for impairment. The revised standard allows companies to perform a qualitative assessment to determine whether further impairment testing of indefinite lived intangible assets is necessary. An entity is not required to calculate the fair value of an indefinite lived intangible asset and perform the quantitative impairment test unless the entity determines that it is “more-likely-than-not” that the asset is impaired. The guidance is effective for interim and annual impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The adoption of this guidance did not have a material effect on the Company’s financial condition, results of operations or cash flows.

In February 2013, the FASB issued authoritative guidance on the reporting of reclassifications out of accumulated other comprehensive income. The guidance requires an entity to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount is reclassified to net income in its entirety in the same reporting period. The guidance is effective for fiscal years beginning after December 15, 2012, with early adoption permitted. The adoption of this guidance did not have a material effect on the Company’s financial condition, results of operations or cash flows.

In July 2013, the FASB issued authoritative guidance on the presentation of an unrecognized tax benefit when a loss or tax credit carryforward exists. The guidance requires the netting of unrecognized tax benefits against a deferred tax asset for a loss or tax credit carryforward that would apply in settlement of the uncertain tax positions. The Company adopted the guidance prospectively effective for the fiscal year ended December 31, 2013. The adoption of this guidance did not have a material effect of the Company’s financial condition, results of operations or cash flow. See “— Note 10 — Income Taxes” for a discussion regarding unrecognized tax benefits.

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Long-Term Debt - Schedule of Long-term Debt Instruments (Parenthetical) (Detail) (2013 U.S. Credit Facility, UNITED STATES, USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
2013 U.S. Credit Facility | UNITED STATES
Debt Instrument [Line Items]
Discount on issue of senior notes	$ 11,250

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Condensed Consolidating Financial Information (Tables)

12 Months Ended

Dec. 31, 2013

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Consolidating Balance Sheets

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2013

	LVSC (Non-Guarantor Parent)		Restricted Subsidiaries		Non-Restricted Subsidiaries		Consolidating/ Eliminating Entries			Total
Cash and cash equivalents	$	50,180	$	315,489	$	3,234,745	$	—		$	3,600,414
Restricted cash and cash equivalents	—		—		6,839		—			6,839
Intercompany receivables	271,993		236,259		—		(508,252		)	—
Intercompany notes receivables	—		—		251,537		(251,537		)	—
Accounts receivable, net	11,815		295,333		1,454,962		—			1,762,110
Inventories	3,895		12,609		25,442		—			41,946
Deferred income taxes, net	7,509		37,233		—		(44,742		)	—
Prepaid expenses and other	21,311		11,592		71,327		—			104,230
Total current assets	366,703		908,515		5,044,852		(804,531		)	5,515,539
Property and equipment, net	155,806		3,056,678		12,146,469		—			15,358,953
Investments in subsidiaries	7,568,252		6,112,507		—		(13,680,759		)	—
Deferred financing costs, net	181		30,737		155,046		—			185,964
Intercompany receivables	483		38,931		—		(39,414		)	—
Intercompany notes receivable	—		1,081,710		—		(1,081,710		)	—
Deferred income taxes, net	—		—		—		13,821			13,821
Leasehold interests in land, net	—		—		1,428,819		—			1,428,819
Intangible assets, net	690		—		101,391		—			102,081
Other assets, net	264		22,288		96,535		—			119,087
Total assets	$	8,092,379	$	11,251,366	$	18,973,112	$	(15,592,593	)	$	22,724,264
Accounts payable	$	8,381	$	25,679	$	85,134	$	—		$	119,194
Construction payables	2,161		3,226		236,173		—			241,560
Intercompany payables	—		278,309		229,943		(508,252		)	—
Intercompany notes payable	251,537		—		—		(251,537		)	—
Accrued interest payable	77		224		6,250		—			6,551
Other accrued liabilities	54,071		224,759		1,916,036		—			2,194,866
Income taxes payable	—		17		176,661		—			176,678
Deferred income taxes	—		—		58,051		(44,742		)	13,309
Current maturities of long-term debt	3,688		24,892		348,927		—			377,507
Total current liabilities	319,915		557,106		3,057,175		(804,531		)	3,129,665
Other long-term liabilities	3,775		10,175		98,245		—			112,195
Intercompany payables	—		—		39,414		(39,414		)	—
Intercompany notes payable	—		—		1,081,710		(1,081,710		)	—
Deferred income taxes	39,523		54,668		65,199		13,821			173,211
Deferred amounts related to mall transactions	—		425,912		—		—			425,912
Long-term debt	63,672		2,823,269		6,495,811		—			9,382,752
Total liabilities	426,885		3,871,130		10,837,554		(1,911,834		)	13,223,735
Total Las Vegas Sands Corp. stockholders’ equity	7,665,494		7,379,831		6,300,928		(13,680,759		)	7,665,494
Noncontrolling interests	—		405		1,834,630		—			1,835,035
Total equity	7,665,494		7,380,236		8,135,558		(13,680,759		)	9,500,529
Total liabilities and equity	$	8,092,379	$	11,251,366	$	18,973,112	$	(15,592,593	)	$	22,724,264

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2012

	LVSC (Non-Guarantor parent)		Restricted Subsidiaries		Non-Restricted Subsidiaries		Consolidating/ Eliminating Entries			Total
Cash and cash equivalents	$	7,962	$	182,402	$	2,322,402	$	—		$	2,512,766
Restricted cash and cash equivalents	—		1		4,520		—			4,521
Intercompany receivables	209,961		256,409		—		(466,370		)	—
Intercompany notes receivable	—		1,100,000		237,161		(1,337,161		)	—
Accounts receivable, net	6,646		259,691		1,552,923		—			1,819,260
Inventories	3,501		13,081		27,293		—			43,875
Deferred income taxes, net	5,687		36,900		—		(40,288		)	2,299
Prepaid expenses and other	13,257		12,223		69,313		—			94,793
Total current assets	247,014		1,860,707		4,213,612		(1,843,819		)	4,477,514
Property and equipment, net	173,065		3,157,605		12,436,078		—			15,766,748
Investments in subsidiaries	7,045,198		4,675,328		—		(11,720,526		)	—
Deferred financing costs, net	238		12,528		201,699		—			214,465
Restricted cash and cash equivalents	—		—		1,938		—			1,938
Intercompany receivables	6,109		56,302		—		(62,411		)	—
Intercompany notes receivable	—		928,728		—		(928,728		)	—
Deferred income taxes, net	3,665		—		—		39,615			43,280
Leasehold interests in land, net	—		—		1,458,741		—			1,458,741
Intangible assets, net	690		—		69,928		—			70,618
Other assets, net	243		18,403		111,702		—			130,348
Total assets	$	7,476,222	$	10,709,601	$	18,493,698	$	(14,515,869	)	$	22,163,652
Accounts payable	$	9,948	$	25,007	$	71,543	$	—		$	106,498
Construction payables	5,318		7,646		330,408		—			343,372
Intercompany payables	—		173,893		292,477		(466,370		)	—
Intercompany notes payable	237,161		—		1,100,000		(1,337,161		)	—
Accrued interest payable	82		1,050		14,410		—			15,542
Other accrued liabilities	42,318		235,889		1,617,276		—			1,895,483
Income taxes payable	—		4		164,122		—			164,126
Deferred income taxes	—		—		40,288		(40,288		)	—
Current maturities of long-term debt	3,688		90,649		3,465		—			97,802
Total current liabilities	298,515		534,138		3,633,989		(1,843,819		)	2,622,823
Other long-term liabilities	48,506		9,776		75,654		—			133,936
Intercompany payables	—		—		62,411		(62,411		)	—
Intercompany notes payable	—		—		928,728		(928,728		)	—
Deferred income taxes	—		39,643		106,687		39,615			185,945
Deferred amounts related to mall transactions	—		430,271		—		—			430,271
Long-term debt	67,359		2,753,745		7,311,161		—			10,132,265
Total liabilities	414,380		3,767,573		12,118,630		(2,795,343		)	13,505,240
Total Las Vegas Sands Corp. stockholders’ equity	7,061,842		6,941,623		4,778,903		(11,720,526		)	7,061,842
Noncontrolling interests	—		405		1,596,165		—			1,596,570
Total equity	7,061,842		6,942,028		6,375,068		(11,720,526		)	8,658,412
Total liabilities and equity	$	7,476,222	$	10,709,601	$	18,493,698	$	(14,515,869	)	$	22,163,652

Condensed Consolidating Statements of Operations

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2013

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—		$	584,372		$	10,802,545		$	—		$	11,386,917
Rooms	—			472,518			908,163			—			1,380,681
Food and beverage	—			197,371			532,888			—			730,259
Mall	—			—			481,400			—			481,400
Convention, retail and other	—			310,276			377,791			(172,888		)	515,179
	—			1,564,537			13,102,787			(172,888		)	14,494,436
Less — promotional allowances	(1,455		)	(91,217		)	(629,994		)	(1,885		)	(724,551		)
Net revenues	(1,455		)	1,473,320			12,472,793			(174,773		)	13,769,885
Operating expenses:
Casino	—			314,966			6,171,744			(2,992		)	6,483,718
Rooms	—			157,497			114,449			(4		)	271,942
Food and beverage	—			90,507			283,366			(4,303		)	369,570
Mall	—			—			73,358			—			73,358
Convention, retail and other	—			106,242			238,296			(26,669		)	317,869
Provision for doubtful accounts	—			29,977			207,809			—			237,786
General and administrative	—			341,659			988,927			(846		)	1,329,740
Corporate	164,926			1,264			163,287			(139,942		)	189,535
Pre-opening	—			911			12,428			—			13,339
Development	15,207			—			619			(17		)	15,809
Depreciation and amortization	26,165			186,871			794,432			—			1,007,468
Amortization of leasehold interests in land	—			—			40,352			—			40,352
(Gain) loss on disposal of assets	(12,641		)	1,823			21,974			—			11,156
	193,657			1,231,717			9,111,041			(174,773		)	10,361,642
Operating income (loss)	(195,112		)	241,603			3,361,752			—			3,408,243
Other income (expense):
Interest income	1,155			173,203			18,189			(176,210		)	16,337
Interest expense, net of amounts capitalized	(4,269		)	(88,972		)	(354,180		)	176,210			(271,211		)
Other income (expense)	(5,282		)	(2,322		)	11,925			—			4,321
Loss on modification or early retirement of debt	—			(14,178		)	—			—			(14,178		)
Income from equity investments in subsidiaries	2,416,604			2,119,936			—			(4,536,540		)	—
Income before income taxes	2,213,096			2,429,270			3,037,686			(4,536,540		)	3,143,512
Income tax benefit (expense)	92,901			(133,519		)	(148,218		)	—			(188,836		)
Net income	2,305,997			2,295,751			2,889,468			(4,536,540		)	2,954,676
Net income attributable to noncontrolling interests	—			(2,894		)	(645,785		)	—			(648,679		)
Net income attributable to Las Vegas Sands Corp.	$	2,305,997		$	2,292,857		$	2,243,683		$	(4,536,540	)	$	2,305,997

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2012

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—		$	512,647		$	8,495,511		$	—		$	9,008,158
Rooms	—			446,241			707,783			—			1,154,024
Food and beverage	—			173,111			455,417			—			628,528
Mall	—			—			396,927			—			396,927
Convention, retail and other	—			294,047			359,342			(156,357		)	497,032
	—			1,426,046			10,414,980			(156,357		)	11,684,669
Less — promotional allowances	(1,109		)	(84,613		)	(466,177		)	(1,638		)	(553,537		)
Net revenues	(1,109		)	1,341,433			9,948,803			(157,995		)	11,131,132
Operating expenses:
Casino	—			288,999			4,841,526			(2,489		)	5,128,036
Rooms	—			138,356			98,951			(4		)	237,303
Food and beverage	—			85,206			250,258			(4,254		)	331,210
Mall	—			—			68,763			—			68,763
Convention, retail and other	—			84,957			239,904			(20,598		)	304,263
Provision for doubtful accounts	—			28,987			210,345			—			239,332
General and administrative	—			268,834			793,916			(815		)	1,061,935
Corporate	188,187			413			148,243			(129,813		)	207,030
Pre-opening	—			1,909			141,893			(7		)	143,795
Development	19,973			—			—			(15		)	19,958
Depreciation and amortization	19,921			222,096			650,029			—			892,046
Amortization of leasehold interests in land	—			—			40,165			—			40,165
Impairment loss	—			—			143,674			—			143,674
(Gain) loss on disposal of assets	(1		)	389			1,852			—			2,240
	228,080			1,120,146			7,629,519			(157,995		)	8,819,750
Operating income (loss)	(229,189		)	221,287			2,319,284			—			2,311,382
Other income (expense):
Interest income	281			135,153			21,700			(133,882		)	23,252
Interest expense, net of amounts capitalized	(4,841		)	(91,870		)	(295,735		)	133,882			(258,564		)
Other income (expense)	(47		)	792			4,995			—			5,740
Loss on modification or early retirement of debt	(2,831		)	(1,599		)	(14,804		)	—			(19,234		)
Income from equity investments in subsidiaries	1,705,354			1,430,459			—			(3,135,813		)	—
Income before income taxes	1,468,727			1,694,222			2,035,440			(3,135,813		)	2,062,576
Income tax benefit (expense)	55,366			(78,240		)	(157,889		)	—			(180,763		)
Net income	1,524,093			1,615,982			1,877,551			(3,135,813		)	1,881,813
Net income attributable to noncontrolling interests	—			(2,733		)	(354,987		)	—			(357,720		)
Net income attributable to Las Vegas Sands Corp.	$	1,524,093		$	1,613,249		$	1,522,564		$	(3,135,813	)	$	1,524,093

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2011

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—		$	430,758		$	7,006,244		$	—		$	7,437,002
Rooms	—			450,487			549,548			—			1,000,035
Food and beverage	—			186,894			411,929			—			598,823
Mall	—			—			325,123			—			325,123
Convention, retail and other	—			280,349			362,050			(141,048		)	501,351
	—			1,348,488			8,654,894			(141,048		)	9,862,334
Less — promotional allowances	(720		)	(75,238		)	(374,060		)	(1,571		)	(451,589		)
Net revenues	(720		)	1,273,250			8,280,834			(142,619		)	9,410,745
Operating expenses:
Casino	—			266,203			3,744,193			(2,509		)	4,007,887
Rooms	—			136,416			73,636			—			210,052
Food and beverage	—			88,485			223,807			(4,846		)	307,446
Mall	—			—			59,183			—			59,183
Convention, retail and other	—			87,779			274,582			(24,252		)	338,109
Provision for doubtful accounts	—			14,532			135,924			—			150,456
General and administrative	—			254,139			583,472			(687		)	836,924
Corporate	165,120			265			130,623			(110,314		)	185,694
Pre-opening	—			—			65,833			(8		)	65,825
Development	11,312			—			—			(3		)	11,309
Depreciation and amortization	18,493			227,400			548,511			—			794,404
Amortization of leasehold interests in land	—			—			43,366			—			43,366
(Gain) loss on disposal of assets	7,662			2,590			(49		)	—			10,203
	202,587			1,077,809			5,883,081			(142,619		)	7,020,858
Operating income (loss)	(203,307		)	195,441			2,397,753			—			2,389,887
Other income (expense):
Interest income	3,702			112,218			9,867			(111,393		)	14,394
Interest expense, net of amounts capitalized	(13,856		)	(95,993		)	(284,493		)	111,393			(282,949		)
Other income (expense)	171			(1,946		)	(2,180		)	—			(3,955		)
Loss on modification or early retirement of debt	—			(503		)	(22,051		)	—			(22,554		)
Income from equity investments in subsidiaries	1,716,119			1,442,967			—			(3,159,086		)	—
Income before income taxes	1,502,829			1,652,184			2,098,896			(3,159,086		)	2,094,823
Income tax benefit (expense)	57,294			(57,336		)	(211,662		)	—			(211,704		)
Net income	1,560,123			1,594,848			1,887,234			(3,159,086		)	1,883,119
Net income attributable to noncontrolling interests	—			(2,495		)	(320,501		)	—			(322,996		)
Net income attributable to Las Vegas Sands Corp.	$	1,560,123		$	1,592,353		$	1,566,733		$	(3,159,086	)	$	1,560,123

Condensed Consolidating Statements of Comprehensive Income

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Year Ended December 31, 2013

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net income	$	2,305,997		$	2,295,751		$	2,889,468		$	(4,536,540	)	$	2,954,676
Currency translation adjustment, before and after tax	(89,295		)	(75,797		)	(89,976		)	165,092			(89,976		)
Total comprehensive income	2,216,702			2,219,954			2,799,492			(4,371,448		)	2,864,700
Comprehensive income attributable to noncontrolling interests	—			(2,894		)	(645,104		)	—			(647,998		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	2,216,702		$	2,217,060		$	2,154,388		$	(4,371,448	)	$	2,216,702

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Year Ended December 31, 2012

	LVSC (Non-Guarantor parent)		Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net income	$	1,524,093	$	1,615,982		$	1,877,551		$	(3,135,813	)	$	1,881,813
Currency translation adjustment, net of reclassification adjustment and before and after tax	168,974		143,570			172,788			(312,544		)	172,788
Total comprehensive income	1,693,067		1,759,552			2,050,339			(3,448,357		)	2,054,601
Comprehensive income attributable to noncontrolling interests	—		(2,733		)	(358,801		)	—			(361,534		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	1,693,067	$	1,756,819		$	1,691,538		$	(3,448,357	)	$	1,693,067

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Year Ended December 31, 2011

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net income	$	1,560,123		$	1,594,848		$	1,887,234		$	(3,159,086	)	$	1,883,119
Currency translation adjustment, before and after tax	(35,415		)	(28,876		)	(32,793		)	64,291			(32,793		)
Total comprehensive income	1,524,708			1,565,972			1,854,441			(3,094,795		)	1,850,326
Comprehensive income attributable to noncontrolling interests	—			(2,495		)	(323,123		)	—			(325,618		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	1,524,708		$	1,563,477		$	1,531,318		$	(3,094,795	)	$	1,524,708

Condensed Consolidating Statements of Cash Flows

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2013

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net cash generated from operating activities	$	1,693,766		$	1,892,021		$	4,255,589		$	(3,401,964	)	$	4,439,412
Cash flows from investing activities:
Change in restricted cash and cash equivalents	—			1			(383		)	—			(382		)
Capital expenditures	(29,901		)	(91,900		)	(776,310		)	—			(898,111		)
Proceeds from disposal of property and equipment	31,000			121			1,034			—			32,155
Acquisition of intangible assets	—			—			(45,871		)	—			(45,871		)
Repayments of receivable from non-restricted subsidiaries	—			1,357			—			(1,357		)	—
Notes receivable to Las Vegas Sands Corp.	—			—			(251,537		)	251,537			—
Repayments of receivable from Las Vegas Sands Corp.	—			—			237,161			(237,161		)	—
Dividends received from non-restricted subsidiaries	—			1,383,116			—			(1,383,116		)	—
Capital contributions to subsidiaries	(68		)	(1,292,416		)	—			1,292,484			—
Net cash generated from (used in) investing activities	1,031			279			(835,906		)	(77,613		)	(912,209		)
Cash flows from financing activities:
Proceeds from exercise of stock options	50,223			—			19,373			—			69,596
Repurchase of common stock	(561,150		)	—			—			—			(561,150		)
Proceeds from exercise of warrants	350			—			—			—			350
Dividends paid	(1,152,690		)	—			(411,359		)	—			(1,564,049		)
Distributions to noncontrolling interests	—			(2,894		)	(8,964		)	—			(11,858		)
Dividends paid to Las Vegas Sands Corp.	—			(1,732,152		)	(108,570		)	1,840,722			—
Dividends paid to Restricted Subsidiaries	—			—			(2,944,358		)	2,944,358			—
Capital contributions received	—			—			1,292,484			(1,292,484		)	—
Borrowings from non-restricted subsidiaries	251,537			—			—			(251,537		)	—
Repayments on borrowings from Restricted Subsidiaries	—			—			(1,357		)	1,357			—
Repayments on borrowings from non-restricted subsidiaries	(237,161		)	—			—			237,161			—
Proceeds from 2013 U.S. credit facility	—			2,828,750			—			—			2,828,750
Proceeds from senior secured credit facility	—			250,000			—			—			250,000
Proceeds from 2012 Singapore credit facility	—			—			104,357			—			104,357
Repayments on senior secured credit facility	—			(3,073,038		)	—			—			(3,073,038		)
Repayments on 2012 Singapore credit facility	—			—			(430,504		)				(430,504		)
Repayments on airplane financings	(3,688		)	—			—			—			(3,688		)
Repayments on HVAC equipment lease and other long-term debt	—			(2,350		)	(3,452		)	—			(5,802		)
Payments of deferred financing costs	—			(27,529		)	(7,885		)	—			(35,414		)
Net cash used in financing activities	(1,652,579		)	(1,759,213		)	(2,500,235		)	3,479,577			(2,432,450		)
Effect of exchange rate on cash	—			—			(7,105		)	—			(7,105		)
Increase in cash and cash equivalents	42,218			133,087			912,343			—			1,087,648
Cash and cash equivalents at beginning of year	7,962			182,402			2,322,402			—			2,512,766
Cash and cash equivalents at end of year	$	50,180		$	315,489		$	3,234,745		$	—		$	3,600,414

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2012

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net cash generated from operating activities	$	2,544,296		$	2,177,182		$	2,894,423		$	(4,558,144	)	$	3,057,757
Cash flows from investing activities:
Change in restricted cash and cash equivalents	—			(1		)	694			—			693
Capital expenditures	(50,903		)	(155,936		)	(1,242,395		)	—			(1,449,234		)
Proceeds from disposal of property and equipment	—			454			2,455			—			2,909
Intercompany receivable to non-restricted subsidiaries	(20,297		)	—			—			20,297			—
Repayments of receivable from non-restricted subsidiaries	—			683			—			(683		)	—
Notes receivable to Las Vegas Sands Corp.	—			—			(237,161		)	237,161			—
Notes receivable to non-restricted subsidiaries	—			(9,773		)	—			9,773			—
Dividends received from non-restricted subsidiaries	—			2,564,500			—			(2,564,500		)	—
Capital contributions to subsidiaries	(64		)	(2,485,000		)	—			2,485,064			—
Net cash used in investing activities	(71,264		)	(85,073		)	(1,476,407		)	187,112			(1,445,632		)
Cash flows from financing activities:
Proceeds from exercise of stock options	34,668			—			11,572			—			46,240
Proceeds from exercise of warrants	528,908			—			—			—			528,908
Dividends paid	(3,085,256		)	—			(357,056		)	—			(3,442,312		)
Distributions to noncontrolling interests	—			(2,733		)	(7,733		)	—			(10,466		)
Deemed distribution to Principal Stockholder	—			—			(18,576		)	—			(18,576		)
Dividends paid to Las Vegas Sands Corp.	—			(2,568,900		)	(181,191		)	2,750,091			—
Dividends paid to Restricted Subsidiaries	—			—			(4,372,553		)	4,372,553			—
Capital contributions received	—			—			2,485,064			(2,485,064		)	—
Borrowings from Las Vegas Sands Corp.	—			—			20,297			(20,297		)	—
Borrowings from Restricted Subsidiaries	—			—			9,773			(9,773		)	—
Borrowings from non-restricted subsidiaries	237,161			—			—			(237,161		)	—
Repayments on borrowings from Restricted Subsidiaries	—			—			(683		)	683			—
Proceeds from 2012 Singapore credit facility	—			—			3,951,486			—			3,951,486
Proceeds from senior secured credit facility	—			400,000			—			—			400,000
Repayments on Singapore credit facility	—			—			(3,635,676		)	—			(3,635,676		)
Repayments on senior secured credit facility	—			(425,555		)	—			—			(425,555		)
Redemption of senior notes	(189,712		)	—			—			—			(189,712		)
Repayments on ferry financing	—			—			(140,337		)	—			(140,337		)
Repayments on airplane financings	(3,688		)	—			—			—			(3,688		)
Repayments on HVAC equipment lease and other long-term debt	—			(2,161		)	(2,569		)	—			(4,730		)
Payments of deferred financing costs	—			—			(100,888		)	—			(100,888		)
Net cash used in financing activities	(2,477,919		)	(2,599,349		)	(2,339,070		)	4,371,032			(3,045,306		)
Effect of exchange rate on cash	—			—			43,229			—			43,229
Decrease in cash and cash equivalents	(4,887		)	(507,240		)	(877,825		)	—			(1,389,952		)
Cash and cash equivalents at beginning of year	12,849			689,642			3,200,227			—			3,902,718
Cash and cash equivalents at end of year	$	7,962		$	182,402		$	2,322,402		$	—		$	2,512,766

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2011

	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net cash generated from (used in) operating activities	$	(42,087	)	$	404,624		$	2,503,697		$	(203,738	)	$	2,662,496
Cash flows from investing activities:
Change in restricted cash and cash equivalents	—			2,285			802,109			—			804,394
Capital expenditures	(21,355		)	(47,560		)	(1,439,578		)	—			(1,508,493		)
Proceeds from disposal of property and equipment	—			—			6,093			—			6,093
Acquisition of intangible assets	(100		)	—			—			—			(100		)
Repayments of receivable from non-restricted subsidiaries	—			1,200			—			(1,200		)	—
Notes receivable to non-restricted subsidiaries	—			(50,766		)	—			50,766			—
Dividends received from non-restricted subsidiaries	—			94,472			—			(94,472		)	—
Capital contributions to subsidiaries	(50,026		)	—			—			50,026			—
Net cash used in investing activities	(71,481		)	(369		)	(631,376		)	5,120			(698,106		)
Cash flows from financing activities:
Proceeds from exercise of stock options	23,238			—			2,267			—			25,505
Proceeds from exercise of warrants	12,512			—			—			—			12,512
Dividends paid	(75,297		)	—			—			—			(75,297		)
Distributions to noncontrolling interests	—			(2,495		)	(7,893		)	—			(10,388		)
Dividends paid to Las Vegas Sands Corp.	—			(143,738		)	—			143,738			—
Dividends paid to Restricted Subsidiaries	—			—			(154,472		)	154,472			—
Capital contributions received	—			50,000			26			(50,026		)	—
Borrowings from Restricted Subsidiaries	—			—			50,766			(50,766		)	—
Repayments on borrowings from Restricted Subsidiaries	—			—			(1,200		)	1,200			—
Proceeds from 2011 VML credit facility	—			—			3,201,535			—			3,201,535
Repayments on senior secured credit facility	—			(28,937		)	—			—			(28,937		)
Repayments on VML credit facility	—			—			(2,060,819		)	—			(2,060,819		)
Repayments on VOL credit facility	—			—			(749,660		)	—			(749,660		)
Repayments on Singapore credit facility	—			—			(418,564		)	—			(418,564		)
Repayments on ferry financing	—			—			(35,002		)	—			(35,002		)
Repayments on airplane financings	(3,688		)	—			—			—			(3,688		)
Repayments on HVAC equipment lease and other long-term debt	—			(1,669		)	(1,971		)	—			(3,640		)
Repurchases and redemption of preferred stock	(845,321		)	—			—			—			(845,321		)
Payments of preferred stock inducement premium	(16,871		)	—			—			—			(16,871		)
Payments of deferred financing costs	—			—			(84,826		)	—			(84,826		)
Net cash used in financing activities	(905,427		)	(126,839		)	(259,813		)	198,618			(1,093,461		)
Effect of exchange rate on cash	—			—			(5,292		)	—			(5,292		)
Increase (decrease) in cash and cash equivalents	(1,018,995		)	277,416			1,607,216			—			865,637
Cash and cash equivalents at beginning of year	1,031,844			412,226			1,593,011			—			3,037,081
Cash and cash equivalents at end of year	$	12,849		$	689,642		$	3,200,227		$	—		$	3,902,718

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Estimated Useful Lives of Assets

Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets, which do not exceed the lease term for leasehold improvements, as follows:

Land improvements, building and building improvements	15 to 40 years
Furniture, fixtures and equipment	3 to 20 years
Leasehold improvements	3 to 10 years
Transportation	5 to 20 years

Estimated Retail Value of Promotional Allowances

The estimated retail value of such promotional allowances is included in operating revenues as follows (in thousands):

	Year Ended December 31,
	2013		2012		2011
Rooms	$	366,353	$	256,738	$	182,831
Food and beverage	222,195		185,292		169,576
Convention, retail and other	136,003		111,507		99,182
	$	724,551	$	553,537	$	451,589

Estimated Departmental Cost of Promotional Allowances

The estimated departmental cost of providing such promotional allowances, which is included primarily in casino operating expenses, is as follows (in thousands):

	Year Ended December 31,
	2013		2012		2011
Rooms	$	88,379	$	62,201	$	38,038
Food and beverage	167,223		140,403		119,238
Convention, retail and other	88,214		73,106		75,600
	$	343,816	$	275,710	$	232,876

Weighted Average Number of Common and Common Equivalent Shares Used in Calculation of Basic and Diluted Earnings Per Share

The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings per share consisted of the following:

	Year Ended December 31,
	2013	2012	2011
Weighted average common shares outstanding (used in the calculation of basic earnings per share)	822,282,515	806,395,660	728,343,428
Potential dilution from stock options, warrants and restricted stock and stock units	4,033,593	18,160,376	83,473,259
Weighted average common and common equivalent shares (used in the calculation of diluted earnings per share)	826,316,108	824,556,036	811,816,687
Antidilutive stock options excluded from the calculation of diluted earnings per share	4,455,109	4,700,981	5,493,706

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and variable interest entities (“VIEs”) in which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

Management’s determination of the appropriate accounting method with respect to the Company’s variable interests is based on accounting standards for VIEs issued by the Financial Accounting Standards Board (“FASB”). The Company consolidates any VIEs in which it is the primary beneficiary and discloses significant variable interests in VIEs of which it is not the primary beneficiary, if any.

The Company has entered into various joint venture agreements with independent third parties. The operations of these joint ventures have been consolidated by the Company due to the Company’s significant investment in these joint ventures, its power to direct the activities of the joint ventures that would significantly impact their economic performance and the obligation to absorb potentially significant losses or the rights to receive potentially significant benefits from these joint ventures. The Company evaluates its primary beneficiary designation on an ongoing basis and will assess the appropriateness of the VIE’s status when events have occurred that would trigger such an analysis.

Use of Estimates

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could vary from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Such investments are carried at cost, which is a reasonable estimate of their fair value. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds.

Accounts Receivable and Credit Risk

Accounts Receivable and Credit Risk

Accounts receivable are comprised of casino, hotel and other receivables, which do not bear interest and are recorded at cost. The Company extends credit to approved casino customers following background checks and investigations of creditworthiness. The Company also extends credit to its junkets in Macao, which receivables can be offset against commissions payable to the respective junkets. Business or economic conditions, the legal enforceability of gaming debts, or other significant events in foreign countries could affect the collectability of receivables from customers and junkets residing in these countries.

The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on specific customer information, historical write-off experience and current industry and economic data. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Management believes that there are no concentrations of credit risk for which an allowance has not been established. Although management believes that the allowance is adequate, it is possible that the estimated amount of cash collections with respect to accounts receivable could change.

Inventories

Inventories

Inventories consist primarily of food, beverage and retail products, and operating supplies, which are stated at the lower of cost or market. Cost is determined by the weighted average and specific identification methods.

Property and Equipment

Property and Equipment

Property and equipment are stated at the lower of cost or fair value. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets, which do not exceed the lease term for leasehold improvements, as follows:

Land improvements, building and building improvements	15 to 40 years
Furniture, fixtures and equipment	3 to 20 years
Leasehold improvements	3 to 10 years
Transportation	5 to 20 years

The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations such as contractual life. Future events, such as property expansions, property developments, new competition or new regulations, could result in a change in the manner in which the Company uses certain assets requiring a change in the estimated useful lives of such assets.

Maintenance and repairs that neither materially add to the value of the asset nor appreciably prolong its life are charged to expense as incurred. Gains or losses on disposition of property and equipment are included in the consolidated statements of operations.

The Company evaluates its property and equipment and other long-lived assets for impairment in accordance with related accounting standards. For assets to be disposed of, the Company recognizes the asset to be sold at the lower of carrying value or fair value less costs of disposal. Fair value for assets to be disposed of is estimated based on comparable asset sales, solicited offers or a discounted cash flow model.

For assets to be held and used (including projects under development), fixed assets are reviewed for impairment whenever indicators of impairment exist. If an indicator of impairment exists, the Company first groups its assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the “asset group”). Secondly, the Company estimates the undiscounted future cash flows that are directly associated with and expected to arise from the completion, use and eventual disposition of such asset group. The Company estimates the undiscounted cash flows over the remaining useful life of the primary asset within the asset group. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs.

To estimate the undiscounted cash flows of the Company’s asset groups, the Company considers all potential cash flow scenarios, which are probability weighted based on management’s estimates given current conditions. Determining the recoverability of the Company’s asset groups is judgmental in nature and requires the use of significant estimates and assumptions, including estimated cash flows, probability weighting of potential scenarios, costs to complete construction for assets under development, growth rates and future market conditions, among others. Future changes to the Company’s estimates and assumptions based upon changes in macro-economic factors, regulatory environments, operating results or management’s intentions may result in future changes to the recoverability of these asset groups.

For assets to be held for sale, the fixed assets (the “disposal group”) are measured at the lower of their carrying amount or fair value less cost to sell. Losses are recognized for any initial or subsequent write-down to fair value less cost to sell, while gains are recognized for any subsequent increase in fair value less cost to sell, but not in excess of the cumulative loss previously recognized. Any gains or losses not previously recognized that result from the sale of the disposal group shall be recognized at the date of sale. Fixed assets are not depreciated while classified as held for sale.

Capitalized Interest

Capitalized Interest and Internal Costs

Interest costs associated with major construction projects are capitalized and included in the cost of the projects. When no debt is incurred specifically for construction projects, interest is capitalized on amounts expended using the weighted average cost of the Company’s outstanding borrowings. Capitalization of interest ceases when the project is substantially complete or construction activity is suspended for more than a brief period.

Deferred Financing Costs and Original Issue Discounts

Deferred Financing Costs and Original Issue Discounts

Deferred financing costs and original issue discounts are amortized to interest expense based on the terms of the related debt instruments using the effective interest method.

Leasehold Interests in Land

Leasehold Interests in Land

Leasehold interests in land represent payments made for the use of land over an extended period of time. The leasehold interests in land are amortized on a straight-line basis over the expected term of the related lease agreements.

Indefinite Useful Life Assets

Indefinite Useful Life Assets

Assets with indefinite useful lives are regularly assessed to ensure they continue to meet the indefinite useful life criteria. These assets are not subject to amortization and are tested for impairment and recoverability annually or more frequently if events or circumstances indicate that the assets might be impaired. When performing the impairment analysis, the Company first conducts a qualitative assessment to determine whether it is “more-likely-than-not” that the asset is impaired. If, after assessing the qualitative factors, it is determined that it is “more-likely-than-not” that the asset is impaired, the Company then performs an impairment test that consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of the asset is not recoverable and exceeds its fair value, an impairment will be recognized in an amount equal to that excess. If the carrying amount of the asset does not exceed the fair value, no impairment is recognized.

As of December 31, 2013, the Company had assets of $50.0 million and $16.5 million related to its Sands Bethlehem gaming license and table games certificate, respectively, both of which were determined to have an indefinite useful life and have been recorded within intangible assets in the accompanying consolidated balance sheets. For the years ended December 31,2013 and 2012, the annual impairment analysis included an assessment of certain qualitative factors including, but not limited to, the results of the most recent fair value calculation, current year and projected operating results, and macro-economic and industry conditions. The Company considered the qualitative factors and determined that it was not “more-likely-than-not” that the indefinite lived intangible assets were impaired. For the year ended December 31, 2011, a quantitative analysis was performed and the fair value of the Company’s gaming license and table games certificate was estimated using the Company’s expected adjusted property EBITDA (as defined in “— Note 17 — Segment Information”), combined with estimated future tax-affected cash flows and a terminal value using the Gordon Growth Model, which were discounted to present value at rates commensurate with the Company’s capital structure and the prevailing borrowing rates within the casino industry in general. Adjusted property EBITDA and discounted cash flows are common measures used to value cash-intensive businesses such as casinos. Determining the fair value of the gaming license and table games certificate is judgmental in nature and requires the use of significant estimates and assumptions, including adjusted property EBITDA, growth rates, discount rates and future market conditions, among others.

Although the Company believes the qualitative factors considered in the impairment analysis are reasonable, significant changes in any one of the assumptions could produce a different result. Future changes to the Company’s estimates and assumptions based upon changes in macro-economic factors, operating results or management’s intentions may result in future changes to the fair value of the gaming license and table games certificate.

Revenue Recognition and Promotional Allowances

Revenue Recognition and Promotional Allowances

Casino revenue is the aggregate of gaming wins and losses. The commissions rebated directly or indirectly through junkets to customers, cash discounts and other cash incentives to customers related to gaming play are recorded as a reduction to gross casino revenue. Hotel revenue recognition criteria are met at the time of occupancy. Food and beverage revenue recognition criteria are met at the time of service. Deposits for future hotel occupancy or food and beverage services contracts are recorded as deferred income until revenue recognition criteria are met. Cancellation fees for hotel and food and beverage services are recognized upon cancellation by the customer. Mall revenue is primarily generated from base rents and overage rents received through long-term leases with retail tenants. Base rent, adjusted for contractual escalations, is recognized on a straight-lined basis over the term of the related lease. Overage rent is paid by a tenant when its sales exceed an agreed upon minimum amount and is not recognized by the Company until the thresholds are met. Convention revenues are recognized when the related service is rendered or the event is held.

Gaming Taxes

Gaming Taxes

The Company is subject to taxes based on gross gaming revenue in the jurisdictions in which it operates, subject to applicable jurisdictional adjustments. These gaming taxes, including the goods and services tax in Singapore, are an assessment on the Company’s gaming revenue and are recorded as a casino expense in the accompanying consolidated statements of operations.

Frequent Players Program

Frequent Players Program

The Company has established promotional clubs to encourage repeat business from frequent and active slot machine customers and table games patrons. Members earn points primarily based on gaming activity and such points can be redeemed for cash, free play and other free goods and services. The Company accrues for club points expected to be redeemed for cash and free play as a reduction to gaming revenue and accrues for club points expected to be redeemed for free goods and services primarily as casino expense. The accruals are based on estimates and assumptions regarding the mix of cash, free play and other free goods and services that will be redeemed and the costs of providing those benefits. Historical data is used to assist in the determination of the estimated accruals.

Pre-Opening and Development Expenses

Pre-Opening and Development Expenses

The Company accounts for costs incurred in the development and pre-opening phases of new ventures in accordance with accounting standards regarding start-up activities. Pre-opening expenses represent personnel and other costs incurred prior to the opening of new ventures and are expensed as incurred. Development expenses include the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are also expensed as incurred.

Advertising Costs

Advertising Costs

Costs for advertising are expensed the first time the advertising takes place or as incurred.

Corporate Expenses

Corporate Expenses

Corporate expense represents payroll, travel, professional fees and various other expenses not allocated or directly related to the Company’s integrated resort operations and related ancillary operations.

Foreign Currency

Foreign Currency

The Company accounts for currency translation in accordance with accounting standards regarding foreign currency translation. Gains or losses from foreign currency remeasurements are included in other income (expense). Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date and income statement accounts are translated at the average exchange rates during the year. Translation adjustments resulting from this process are charged or credited to other comprehensive income.

Comprehensive Income and Accumulated Other Comprehensive Income

Comprehensive Income and Accumulated Other Comprehensive Income

Comprehensive income includes net income and all other non-stockholder changes in equity, or other comprehensive income. The balance of accumulated other comprehensive income consisted solely of foreign currency translation adjustments.

Earnings Per Share

Earnings Per Share

The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings per share consisted of the following:

	Year Ended December 31,
	2013	2012	2011
Weighted average common shares outstanding (used in the calculation of basic earnings per share)	822,282,515	806,395,660	728,343,428
Potential dilution from stock options, warrants and restricted stock and stock units	4,033,593	18,160,376	83,473,259
Weighted average common and common equivalent shares (used in the calculation of diluted earnings per share)	826,316,108	824,556,036	811,816,687
Antidilutive stock options excluded from the calculation of diluted earnings per share	4,455,109	4,700,981	5,493,706

Stock-Based Employee Compensation

Stock-Based Employee Compensation

The Company accounts for its stock-based employee compensation in accordance with accounting standards regarding share-based payment, which establishes accounting for equity instruments exchanged for employee services. Stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized over the employee’s requisite service period (generally the vesting period of the equity grant). The Company’s stock-based employee compensation plans are more fully discussed in “— Note 14 — Stock-Based Employee Compensation.”

Income Taxes

Income Taxes

The Company is subject to income taxes in the U.S. (including federal and state) and numerous foreign jurisdictions in which it operates. The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes require a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is “more-likely-than-not” that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more-likely-than-not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring, and tax planning strategies.

The Company recorded valuation allowances on the net deferred tax assets of certain foreign jurisdictions of $217.8 million and $209.4 million, as of December 31, 2013 and 2012, respectively, and a valuation allowance on the deferred tax assets of our U.S. operations of $1.30 billion and $1.18 billion as of December 31, 2013 and 2012, respectively. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period and consider the scheduled reversal of deferred tax liabilities, sources of taxable income and tax planning strategies. To the extent that the financial results of these operations improve and it becomes “more-likely-than-not” that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance.

Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provide a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is “more-likely-than-not” that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and for which actual outcomes may be different.

Accounting for Derivative Instruments and Hedging Activities

Accounting for Derivative Instruments and Hedging Activities

Accounting standards require that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If specific conditions are met, a derivative may be specifically designated as a hedge of specific financial exposures. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and, if used in hedging activities, on its effectiveness as a hedge.

The Company has a policy aimed at managing interest rate risk associated with its current and anticipated future borrowings. This policy enables the Company to use any combination of interest rate swaps, futures, options, caps and similar instruments. To the extent the Company employs such financial instruments pursuant to this policy, and the instruments qualify for hedge accounting, they are accounted for as hedging instruments. In order to qualify for hedge accounting, the underlying hedged item must expose the Company to risks associated with market fluctuations and the financial instrument used must be designated as a hedge and must reduce the Company’s exposure to market fluctuation throughout the hedge period. If these criteria are not met, a change in the market value of the financial instrument is recognized as a gain or loss in results of operations in the period of change.

Otherwise, gains and losses are recognized in comprehensive income or loss except to the extent that the financial instrument is disposed of prior to maturity. Net interest paid or received pursuant to the financial instrument is included as interest expense in the period.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In July 2012, the FASB issued authoritative guidance that is intended to simplify testing indefinite lived intangible assets other than goodwill for impairment. The revised standard allows companies to perform a qualitative assessment to determine whether further impairment testing of indefinite lived intangible assets is necessary. An entity is not required to calculate the fair value of an indefinite lived intangible asset and perform the quantitative impairment test unless the entity determines that it is “more-likely-than-not” that the asset is impaired. The guidance is effective for interim and annual impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The adoption of this guidance did not have a material effect on the Company’s financial condition, results of operations or cash flows.

In February 2013, the FASB issued authoritative guidance on the reporting of reclassifications out of accumulated other comprehensive income. The guidance requires an entity to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount is reclassified to net income in its entirety in the same reporting period. The guidance is effective for fiscal years beginning after December 15, 2012, with early adoption permitted. The adoption of this guidance did not have a material effect on the Company’s financial condition, results of operations or cash flows.

In July 2013, the FASB issued authoritative guidance on the presentation of an unrecognized tax benefit when a loss or tax credit carryforward exists. The guidance requires the netting of unrecognized tax benefits against a deferred tax asset for a loss or tax credit carryforward that would apply in settlement of the uncertain tax positions. The Company adopted the guidance prospectively effective for the fiscal year ended December 31, 2013. The adoption of this guidance did not have a material effect of the Company’s financial condition, results of operations or cash flow. See “— Note 10 — Income Taxes” for a discussion regarding unrecognized tax benefits.

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Leasehold Interests in Land, Net - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2013 MACAU	Dec. 31, 2013 MACAU Sands Cotai Central USD ($)	Dec. 31, 2013 MACAU Sands Cotai Central MOP
Operating Leased Assets [Line Items]
Amortization of leasehold interests in land	$ 40,352,000	$ 40,165,000	$ 43,366,000
Estimated future amortization expense, 2014	42,400,000
Estimated future amortization expense, 2015	42,400,000
Estimated future amortization expense, 2016	42,400,000
Estimated future amortization expense, 2017	42,400,000
Estimated future amortization expense, 2018	42,400,000
Estimated future rental expense, thereafter	1,470,000,000
Minimum Remaining Terms of Leases and Concessions on Undeveloped Acreage				25 years
Minimum Remaining Terms of Leases and Concessions on Undeveloped Acreage, Automatic Extension				10 years
Payments for land premiums					$ 44,500,000	355,300,000

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Selected Quarterly Financial Results (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Selected Quarterly Financial Results (Unaudited)

	Quarter
	First(1)(2)(3)		Second(3)(4)		Third(4)		Fourth		Total
	(In thousands, except per share data)
2013
Net revenues	$	3,302,719	$	3,242,941	$	3,568,540	$	3,655,685	$	13,769,885
Operating income	826,703		780,641		914,826		886,073		3,408,243
Net income	703,974		671,673		809,298		769,731		2,954,676
Net income attributable to Las Vegas Sands Corp.	571,961		529,753		626,744		577,539		2,305,997
Basic earnings per share	0.69		0.64		0.76		0.71		2.80
Diluted earnings per share	0.69		0.64		0.76		0.70		2.79
2012
Net revenues	$	2,762,742	$	2,581,906	$	2,709,482	$	3,077,002	$	11,131,132
Operating income	707,554		397,728		534,095		672,005		2,311,382
Net income	579,109		286,381		444,980		571,343		1,881,813
Net income attributable to Las Vegas Sands Corp.	498,942		240,587		349,782		434,782		1,524,093
Basic earnings per share	0.66		0.29		0.43		0.53		1.89
Diluted earnings per share	0.61		0.29		0.42		0.53		1.85

________________________

(1) The second Sheraton tower of Sands Cotai Central opened in January 2013.

(2) During the first quarter of 2012, the Principal Stockholder’s family exercised all of their outstanding warrants to purchase 87,500,175 shares of the Company’s common stock and paid $525.0 million in cash as settlement of the exercise price.

(3) During the first and second quarters of 2012, the Company recorded impairment losses of $42.9 million and $100.7 million, respectively.

(4) The Conrad and Holiday tower and the first Sheraton tower of Sands Cotai Central opened in April and September 2012, respectively

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Accounts Receivable, Net (Tables)

12 Months Ended

Dec. 31, 2013

Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract]

Accounts Receivable

Accounts receivable consists of the following (in thousands):

	December 31,
	2013			2012
Casino	$	2,110,749		$	2,060,478
Mall	125,761			121,213
Rooms	106,935			81,723
Other	48,392			47,528
	2,391,837			2,310,942
Less — allowance for doubtful accounts	(629,727		)	(491,682		)
	$	1,762,110		$	1,819,260

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Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consists of the following (in thousands):

	December 31,
	2013			2012
Land and improvements	$	553,561		$	515,538
Building and improvements	15,226,566			14,414,026
Furniture, fixtures, equipment and leasehold improvements	2,849,502			2,557,071
Transportation	439,976			411,671
Construction in progress	1,150,349			1,824,531
	20,219,954			19,722,837
Less — accumulated depreciation and amortization	(4,861,001		)	(3,956,089		)
	$	15,358,953		$	15,766,748

Construction in Progress

Construction in progress consists of the following (in thousands):

	December 31,
	2013		2012
Four Seasons Macao (principally the Four Seasons Apartments)	$	394,404	$	415,367
The Parisian Macao	318,914		59,510
Sands Cotai Central	111,704		913,432
Other	325,327		436,222
	$	1,150,349	$	1,824,531

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Organization and Business of Company

12 Months Ended

Dec. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Business of Company

Organization and Business of Company

Las Vegas Sands Corp. (“LVSC” or together with its subsidiaries, the “Company”) is incorporated in Nevada and its common stock is traded on the New York Stock Exchange under the symbol “LVS.”

The ordinary shares of the Company’s subsidiary, Sands China Ltd. (“SCL,” the direct or indirect owner and operator of the majority of the Company’s operations in the Macao Special Administrative Region (“Macao”) of the People’s Republic of China), is traded on The Main Board of The Stock Exchange of Hong Kong Limited (“SEHK”). The shares of SCL were not, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered or sold in the U.S. absent a registration under the Securities Act of 1933, as amended, or an applicable exception from such registration requirements.

Operations

Macao

The Company currently owns 70.2% of SCL, which includes the operations of The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Sands Macao and other ancillary operations that support these properties, as further discussed below. The Company operates the gaming areas within these properties pursuant to a 20-year gaming subconcession.

The Company owns and operates The Venetian Macao Resort Hotel (“The Venetian Macao”), which anchors the Cotai Strip, the Company’s master-planned development of integrated resort properties on an area of approximately 140 acres in Macao (consisting of parcels referred to as 1, 2, 3 and 5 and 6). The Venetian Macao (located on parcel 1) includes a 39-floor luxury hotel with over 2,900 suites; approximately 385,000 square feet of gaming space; a 15,000-seat arena; an 1,800-seat theater; a mall with retail and dining space of approximately 923,000 square feet; and a convention center and meeting room complex of approximately 1.2 million square feet.

The Company owns the Sands Cotai Central (located on parcels 5 and 6), an integrated resort situated across the street from The Venetian Macao and Four Seasons Macao (which is further described below). In April 2012, the Company opened the first hotel tower on parcel 5, consisting of approximately 600 five-star rooms and suites under the Conrad brand and approximately 1,200 four-star rooms and suites under the Holiday Inn brand. The Company also opened more than 350,000 square feet of meeting space; several food and beverage establishments; along with the 230,000-square-foot casino and VIP gaming areas, all of which are operated by the Company. In September 2012, the Company opened the first hotel tower on parcel 6, consisting of approximately 1,800 rooms under the Sheraton brand and opened the second casino and additional retail, entertainment, dining and meeting facilities, which are operated by the Company. In January 2013, the second hotel tower on parcel 6 opened, featuring approximately 2,100 rooms and suites under the Sheraton brand. The Company has begun construction on the remaining phase of the integrated resort, which will include a fourth hotel and mixed-use tower, located on parcel 5, under the St. Regis brand. The total cost to complete the remaining phase is expected to be approximately $700 million. Upon completion of the project, the integrated resort will feature approximately 350,000 square feet of gaming space, approximately 800,000 square feet of retail, entertainment and dining space, over 550,000 square feet of meeting facilities and a multipurpose theater (to open in 2014). As of December 31, 2013, the Company has capitalized costs of $4.15 billion for the entire project, including the land premium (net of amortization) and $87.6 million in outstanding construction payables.

The Company owns the Four Seasons Hotel Macao, Cotai Strip (the “Four Seasons Hotel Macao”), which features 360 rooms and suites managed and operated by Four Seasons Hotels Inc. and is located adjacent and connected to The Venetian Macao. Connected to the Four Seasons Hotel Macao, the Company owns and operates the Plaza Casino (together with the Four Seasons Hotel Macao, the “Four Seasons Macao,” which is located on parcel 2), which features approximately 113,000 square feet of gaming space; 19 Paiza mansions; retail space of approximately 260,000 square feet, which is connected to the mall at The Venetian Macao; several food and beverage offerings; and conference, banquet and other facilities. This integrated resort will also feature the Four Seasons Apartment Hotel Macao, Cotai Strip (the “Four Seasons Apartments”), an apart-hotel tower that consists of approximately 1.0 million square feet of Four Seasons-serviced and -branded luxury apart-hotel units and common areas. The Company has completed the structural work of the tower and is advancing its plans to monetize units within the Four Seasons Apartments.

The Company owns and operates the Sands Macao, the first Las Vegas-style casino in Macao. The Sands Macao offers approximately 260,000 square feet of gaming space and a 289-suite hotel tower, as well as several restaurants, VIP facilities, a theater and other high-end services and amenities.

Singapore

The Company owns and operates the Marina Bay Sands in Singapore, which features three 55-story hotel towers (totaling approximately 2,600 rooms and suites), the Sands SkyPark (which sits atop the hotel towers and features an infinity swimming pool and several dining options), approximately 160,000 square feet of gaming space, an enclosed retail, dining and entertainment complex of approximately 800,000 net leasable square feet, a convention center and meeting room complex of approximately 1.2 million square feet, theaters and a landmark iconic structure at the bay-front promenade that contains an art/science museum.

United States

Las Vegas

The Company owns and operates The Venetian Resort Hotel Casino (“The Venetian Las Vegas”), a Renaissance Venice-themed resort; The Palazzo Resort Hotel Casino (“The Palazzo”), a resort featuring modern European ambience and design; and an expo and convention center of approximately 1.2 million square feet (the “Sands Expo Center”). These Las Vegas properties, situated on or near the Las Vegas Strip, form an integrated resort with approximately 7,100 suites; approximately 225,000 square feet of gaming space; a meeting and conference facility of approximately 1.1 million square feet; and the Grand Canal Shoppes, which consist of two enclosed retail, dining and entertainment complexes that were sold to GGP Limited Partnership (“GGP”, see “— Note 12 — Mall Sales”).

Pennsylvania

The Company owns and operates the Sands Casino Resort Bethlehem (the “Sands Bethlehem”), a gaming, hotel, retail and dining complex located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania. Sands Bethlehem features approximately 145,000 square feet of gaming space; a 300-room hotel tower; a 150,000-square-foot retail facility; an arts and cultural center; and a 50,000-square-foot multipurpose event center, which opened in May 2012. The Company owns 86% of the economic interest in the gaming, hotel and entertainment portion of the property through its ownership interest in Sands Bethworks Gaming LLC and more than 35% of the economic interest in the retail portion of the property through its ownership interest in Sands Bethworks Retail LLC.

Development Projects

Macao

The Company submitted plans to the Macao government for The Parisian Macao (located on parcel 3), an integrated resort that will be connected to The Venetian Macao and Four Seasons Macao. The Parisian Macao, which is currently expected to open in late 2015, is intended to include a gaming area (to be operated under the Company’s gaming subconcession), hotel and shopping mall. The Company expects the cost to design, develop and construct The Parisian Macao will be approximately $2.7 billion, inclusive of payments made for the land premium. The Company has commenced construction activities and has capitalized costs of $376.0 million, including the land premium (net of amortization), as of December 31, 2013. In addition, the Company will be completing the development of some public areas surrounding its Cotai Strip properties on behalf of the Macao government.

Under the Company’s land concession for Sands Cotai Central, the Company is required to complete the development by May 2014. The Company has applied for an extension from the Macao government to complete Sands Cotai Central, as the Company will be unable to meet the May 2014 deadline. The land concession for The Parisian Macao contains a similar requirement, which was extended by the Macao government in July 2012, that the development be completed by April 2016. Should the Company determine that it is unable to complete The Parisian Macao by April 2016, the Company would then also expect to apply for another extension from the Macao government. If the Company is unable to meet The Parisian Macao deadline and the deadlines for either development are not extended, the Company could lose its land concessions for Sands Cotai Central or The Parisian Macao, which would prohibit the Company from operating any facilities developed under the respective land concessions. As a result, the Company could record a charge for all or some portion of its $4.15 billion or $376.0 million in capitalized construction costs and land premiums (net of amortization), as of December 31, 2013, related to Sands Cotai Central and The Parisian Macao, respectively.

United States

The Company was constructing a high-rise residential condominium tower (the “Las Vegas Condo Tower”), located on the Las Vegas Strip between The Palazzo and The Venetian Las Vegas. The Company suspended construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions. The Company intends to recommence construction when demand and conditions improve. As of December 31, 2013, the Company has capitalized construction costs of $178.6 million for this project. The impact of the suspension on the estimated overall cost of the project is currently not determinable with certainty. Should demand and conditions fail to improve or management decide to abandon the project, the Company could record a charge for some portion of the $178.6 million in capitalized construction costs as of December 31, 2013.

Other

The Company continues to aggressively pursue a variety of new development opportunities around the world.

Capital Financing Overview

Through December 31, 2013, the Company has funded its development projects primarily through borrowings under its credit facilities, operating cash flows, proceeds from its equity offerings and proceeds from the disposition of non-core assets.

The Company held unrestricted cash and cash equivalents of approximately $3.60 billion and restricted cash and cash equivalents of $6.8 million as of December 31, 2013. The Company believes the cash on hand and cash flow generated from operations will be sufficient to maintain compliance with the financial covenants of its credit facilities. The Company may elect to arrange additional financing to fund the balance of its Cotai Strip developments. In the normal course of its activities, the Company will continue to evaluate its capital structure and opportunities for enhancements thereof, including evaluating strategic alternatives related to the Company’s Pennsylvania operations. In December 2013, the Company entered into its $3.5 billion 2013 U.S. Credit Facility, which was primarily used to repay the outstanding indebtedness under the prior senior secured credit facility (see “— Note 8 — Long-term Debt — Corporate and U.S. Related — 2013 U.S. Credit Facility”). The Company is currently in the process of amending and restating its Macao credit facility, which will allow each lender holding term loans under the facility to extend the maturity of its term loans to 2020 and will provide for new revolving loan commitments of $2.0 billion. The Company will also have the option to raise incremental senior secured and unsecured debt under existing baskets within the amended credit facility. The amendment, which is subject to approval of the lenders and certain Macao government approvals, is anticipated to close during the first quarter of 2014 (see “— Note 8 — Long-term Debt — Macao Related — 2011 VML Credit Facility”).

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Leasehold Interests in Land, Net (Tables)

12 Months Ended

Dec. 31, 2013

Disclosure Leasehold Interests In Land Net Leasehold Interests In Land [Abstract]

Leasehold Interests in Land

Leasehold interests in land consist of the following (in thousands):

	December 31,
	2013			2012
Marina Bay Sands	$	1,083,249		$	1,125,136
Sands Cotai Central	236,588			191,653
The Venetian Macao	176,536			174,893
Four Seasons Macao	87,620			87,020
The Parisian Macao	74,102			73,916
Sands Macao	27,795			27,572
	1,685,890			1,680,190
Less — accumulated amortization	(257,071		)	(221,449		)
	$	1,428,819		$	1,458,741

Premium and Rental Payments for Leasehold Interests in Land

As of December 31, 2013, the Company was obligated under its land concessions to make future rental payments as follows (in thousands):

2014	$	3,453
2015	4,227
2016	5,283
2017	5,283
2018	5,283
Thereafter	75,972
	$	99,501

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Stock-Based Employee Compensation - Black-Scholes Option-Pricing Model Weighted Average Assumptions (Detail)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
LVSC 2004 Plan
Black-Scholes option-pricing model, weighted average assumptions
Weighted average volatility	94.80%	95.20%	94.40%
Expected term (in years)	5 years 6 months	5 years 6 months	6 years 3 months 18 days
Risk-free rate	1.30%	1.10%	2.70%
Expected dividends	2.50%	1.90%	0.00%
SCL Equity Plan
Black-Scholes option-pricing model, weighted average assumptions
Weighted average volatility	67.70%	70.00%	69.20%
Expected term (in years)	6 years 3 months 18 days	6 years 2 months 18 days	6 years 3 months 18 days
Risk-free rate	0.70%	0.50%	1.30%
Expected dividends	3.10%	4.00%	0.00%

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Future Minimum Rental Payments Under Non-Cancelable Operating Leases

As of December 31, 2013, the Company was obligated under non-cancelable operating leases to make future minimum lease payments as follows (in thousands):

2014	$	15,539
2015	9,253
2016	5,071
2017	3,793
2018	3,640
Thereafter	102,300
Total minimum payments	$	139,596

Future Minimum Rental Receivables Under Non-Cancelable Operating Leases

At December 31, 2013, the future minimum rentals on these non-cancelable leases are as follows (in thousands, at exchange rates in effect on December 31, 2013):

2014	$	334,229
2015	304,708
2016	248,691
2017	195,754
2018	150,321
Thereafter	402,847
Total minimum future rentals	$	1,636,550

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Property and Equipment, Net - Construction in Progress (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Construction In Progress By Project [Line Items]
Property and equipment, gross	$ 20,219,954	$ 19,722,837
Construction in Progress
Construction In Progress By Project [Line Items]
Property and equipment, gross	1,150,349	1,824,531
Four Seasons Macao | Construction in Progress
Construction In Progress By Project [Line Items]
Property and equipment, gross	394,404	415,367
The Parisian Macao | Construction in Progress
Construction In Progress By Project [Line Items]
Property and equipment, gross	318,914	59,510
Sands Cotai Central | Construction in Progress
Construction In Progress By Project [Line Items]
Property and equipment, gross	111,704	913,432
Other | Construction in Progress
Construction In Progress By Project [Line Items]
Property and equipment, gross	$ 325,327	$ 436,222

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Income Taxes - Additional Information (Detail)	12 Months Ended							12 Months Ended		12 Months Ended		12 Months Ended
	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2013 Foreign subsidiaries USD ($)	Dec. 31, 2012 Foreign subsidiaries USD ($)	Dec. 31, 2013 U.S. Deferred Tax Asset USD ($)	Dec. 31, 2012 U.S. Deferred Tax Asset USD ($)	Dec. 31, 2013 U.S Foreign Tax Credit Carryforward USD ($)	Dec. 31, 2012 U.S Foreign Tax Credit Carryforward USD ($)	Dec. 31, 2013 General Business Tax Credit Carryforward USD ($)	Dec. 31, 2012 General Business Tax Credit Carryforward USD ($)	Dec. 31, 2013 Subconcession MACAU	Dec. 31, 2013 Foreign Tax Authority MACAU USD ($)	Dec. 31, 2013 Foreign Tax Authority MACAU MOP	Dec. 31, 2013 Internal Revenue Service Audit Completion Results USD ($)	Dec. 31, 2013 State and Local Jurisdiction USD ($)	Dec. 31, 2012 State and Local Jurisdiction USD ($)
Income Taxes [Line Items]
Macau income tax exemption, term	5-year income tax exemption in Macao that exempts the Company from paying corporate income tax on profits generated by gaming operations
Macau income tax exemption, termination date	2018
Reduced consolidated net income (loss) attributable to Las Vegas Sands Corp	$ 207,700,000	$ 139,800,000	$ 108,600,000
Reduced diluted earnings per share attributable to income tax holiday (in usd per share)	$ 0.25	$ 0.17	$ 0.13
Macao tax exemption annual payment													1,800,000	14,400,000
Macau percentage tax due on dividend distributions													12.00%	12.00%
Percentage Of Gaming Tax On Gross Revenue												35.00%
Windfall income tax benefit	273,100,000	171,500,000
State operating loss carryforward for domestic operations				1,990,000,000	1,560,000,000											242,100,000	220,700,000
Operating Loss Carryforwards, Expiration Date				Dec. 31, 2014												Dec. 31, 2024
Tax Credit Carryforward, Amount								1,420,000,000	1,200,000,000	200,000	4,300,000
Tax Credit Carryforward, Expiration Date								Dec. 31, 2021		Dec. 31, 2024
Deferred Tax Assets, Valuation Allowance	1,519,268,000	1,390,900,000		217,800,000	209,400,000	1,300,000,000	1,180,000,000
Amount of undistributed earnings of foreign subsidiaries				5,940,000,000	4,270,000,000
Unrecognized Tax Benefits Resulting in Net Operating Loss Carryforward		0	8,900,000
Unrecognized Tax Benefit, Reduction of U.S. Foreign Tax Credit	43,400,000
Unrecognized tax benefits recorded in other long-term liabilities	13,300,000	59,300,000	34,500,000
Uncertain tax benefits that would affect effective income tax rate	47,300,000	47,800,000	33,900,000
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions	12,063,000	0	35,000												9,300,000
Income Tax Examination, Penalties and Interest Accrued	$ 0	$ 0

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 3,600,414	$ 2,512,766
Restricted cash and cash equivalents	6,839	4,521
Accounts receivable, net	1,762,110	1,819,260
Inventories	41,946	43,875
Deferred income taxes, net	0	2,299
Prepaid expenses and other	104,230	94,793
Total current assets	5,515,539	4,477,514
Property and equipment, net	15,358,953	15,766,748
Deferred financing costs, net	185,964	214,465
Restricted cash and cash equivalents	0	1,938
Deferred income taxes, net	13,821	43,280
Leasehold interests in land, net	1,428,819	1,458,741
Intangible assets, net	102,081	70,618
Other assets, net	119,087	130,348
Total assets	22,724,264	22,163,652
Current liabilities:
Accounts payable	119,194	106,498
Construction payables	241,560	343,372
Accrued interest payable	6,551	15,542
Other accrued liabilities	2,194,866	1,895,483
Deferred income taxes	13,309	0
Income taxes payable	176,678	164,126
Current maturities of long-term debt	377,507	97,802
Total current liabilities	3,129,665	2,622,823
Other long-term liabilities	112,195	133,936
Deferred income taxes	173,211	185,945
Deferred proceeds from sale of The Shoppes at The Palazzo	268,541	267,956
Deferred gain on sale of The Grand Canal Shoppes	40,416	43,880
Deferred rent from mall sale transactions	116,955	118,435
Long-term debt	9,382,752	10,132,265
Total liabilities	13,223,735	13,505,240
Commitments and contingencies (Note 13)
Equity:
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 827,273,217 and 824,297,756 shares issued, and 818,702,936 and 824,297,756 shares outstanding	827	824
Treasury stock, at cost, 8,570,281 and zero shares	(570,520)	0
Capital in excess of par value	6,348,065	6,237,488
Accumulated other comprehensive income	173,783	263,078
Retained earnings	1,713,339	560,452
Total Las Vegas Sands Corp. stockholders’ equity	7,665,494	7,061,842
Noncontrolling interests	1,835,035	1,596,570
Total equity	9,500,529	8,658,412
Total liabilities and equity	$ 22,724,264	$ 22,163,652

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Organization and Business of Company - Additional Information (Detail) (USD $)					12 Months Ended		12 Months Ended									12 Months Ended			12 Months Ended																													12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2013 MACAU	Dec. 31, 2013 2013 U.S. Credit Facility UNITED STATES	Dec. 31, 2013 Las Vegas Condo Tower UNITED STATES	Dec. 31, 2013 Cotai Strip MACAU acre	Dec. 31, 2013 The Venetian Macao MACAU Floors	Dec. 31, 2013 The Venetian Macao Gaming Space MACAU sqft	Dec. 31, 2013 The Venetian Macao Arena MACAU Seat	Dec. 31, 2013 The Venetian Macao Theater MACAU Seat	Dec. 31, 2013 The Venetian Macao Retail And Dining Space MACAU sqft	Dec. 31, 2013 The Venetian Macao Convention Center And Meeting Room Complex MACAU sqft	Dec. 31, 2013 The Venetian Macao Minimum MACAU Room	Dec. 31, 2013 Sands Cotai Central MACAU	Dec. 31, 2013 Sands Cotai Central Phase IIA MACAU Room	Dec. 31, 2013 Sands Cotai Central Phase IIB MACAU Room	Dec. 31, 2013 Sands Cotai Central Phase III MACAU	Dec. 31, 2013 Sands Cotai Central Gaming Space MACAU sqft	Dec. 31, 2013 Sands Cotai Central Gaming Space Phase I MACAU sqft	Dec. 31, 2013 Sands Cotai Central Retail Dining And Entertainment Space MACAU sqft	Dec. 31, 2013 Sands Cotai Central Five Star Rooms Phase I MACAU Room	Dec. 31, 2013 Sands Cotai Central Four Star Rooms Phase I MACAU Room	Dec. 31, 2013 Sands Cotai Central Minimum Convention And Meeting Facilities MACAU sqft	Dec. 31, 2013 Sands Cotai Central Minimum Convention And Meeting Facilities Phase I MACAU sqft	Dec. 31, 2013 Four Seasons Macao MACAU Room	Dec. 31, 2013 Four Seasons Macao Gaming Space MACAU sqft	Dec. 31, 2013 Four Seasons Macao Paiza Mansion MACAU Room	Dec. 31, 2013 Four Seasons Macao Retail MACAU sqft	Dec. 31, 2013 Four Seasons Macao Apart Hotel MACAU sqft	Dec. 31, 2013 Sands Macao MACAU Room	Dec. 31, 2013 Sands Macao Gaming Space MACAU sqft	Dec. 31, 2013 Marina Bay Sands SINGAPORE Room Floors	Dec. 31, 2013 Marina Bay Sands Gaming Space SINGAPORE sqft	Dec. 31, 2013 Marina Bay Sands Retail Dining And Entertainment Space SINGAPORE sqft	Dec. 31, 2013 Marina Bay Sands Convention Center And Meeting Room Complex SINGAPORE sqft	Dec. 31, 2013 Las Vegas Operating Properties UNITED STATES Room	Dec. 31, 2013 Las Vegas Operating Properties Gaming Space UNITED STATES sqft	Dec. 31, 2013 Las Vegas Operating Properties Convention And Meeting Facilities UNITED STATES sqft	Dec. 31, 2013 Las Vegas Operating Properties Sands Expo Center Convention Center And Meeting Room Complex UNITED STATES sqft	Dec. 31, 2013 Sands Bethlehem UNITED STATES Room	Dec. 31, 2013 Sands Bethlehem Gaming Space UNITED STATES sqft	Dec. 31, 2013 Sands Bethlehem Retail UNITED STATES sqft	Dec. 31, 2013 Sands Bethlehem Multipurpose Event Center UNITED STATES sqft	Dec. 31, 2013 Sands Bethlehem Sands Bethworks Gaming LLC UNITED STATES	Dec. 31, 2013 Sands Bethlehem Sands Bethworks Retail LLC Minimum UNITED STATES	Dec. 31, 2013 The Parisian Macao MACAU
Operating Statistics [Line Items ]
Ownership interest in Sands China Ltd					70.20%
Gaming Subconcession Period					20 years
Land Subject to Ground Leases								140
Number Of Floors Real Estate Property									39																									55
Number of Units in Real Estate Property (in rooms)															2,900		1,800	2,100					600	1,200			360		19			289		2,600				7,100				300
Area of Real Estate Property										385,000			923,000	1,200,000						350,000	230,000	800,000			550,000	350,000		113,000		260,000	1,000,000		260,000		160,000	800,000	1,200,000		225,000	1,100,000	1,200,000		145,000	150,000	50,000
Number Of Seats											15,000	1,800
Capitalized costs							$ 178,600,000									$ 4,150,000,000																																$ 376,000,000
Expected cost to complete																			700,000,000																													2,700,000,000
Outstanding construction payables	241,560,000	343,372,000														87,600,000
Economic interest in subsidiary, percentage																																														86.00%	35.00%
Cash and cash equivalents	3,600,414,000	2,512,766,000	3,902,718,000	3,037,081,000
Restricted cash and cash equivalents	6,800,000
Debt instrument, face value						$ 3,500,000,000.0

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Selected Quarterly Financial Results (Unaudited) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended												12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013		Dec. 31, 2012	Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Disclosure Selected Quarterly Financial Results [Abstract]
Net revenues	$ 3,655,685	$ 3,568,540	$ 3,242,941	$ 3,302,719	[1]	$ 3,077,002	$ 2,709,482	[2]	$ 2,581,906	[2],[3]	$ 2,762,742	[3],[4]	$ 13,769,885	$ 11,131,132	$ 9,410,745
Operating income	886,073	914,826	780,641	826,703	[1]	672,005	534,095	[2]	397,728	[2],[3]	707,554	[3],[4]	3,408,243	2,311,382	2,389,887
Net income	769,731	809,298	671,673	703,974	[1]	571,343	444,980	[2]	286,381	[2],[3]	579,109	[3],[4]	2,954,676	1,881,813	1,883,119
Net income attributable to Las Vegas Sands Corp.	$ 577,539	$ 626,744	$ 529,753	$ 571,961	[1]	$ 434,782	$ 349,782	[2]	$ 240,587	[2],[3]	$ 498,942	[3],[4]	$ 2,305,997	$ 1,524,093	$ 1,560,123
Earnings Per Share, Basic	$ 0.71	$ 0.76	$ 0.64	$ 0.69	[1]	$ 0.53	$ 0.43	[2]	$ 0.29	[2],[3]	$ 0.66	[3],[4]	$ 2.80	$ 1.89	$ 1.74
Earnings Per Share, Diluted	$ 0.70	$ 0.76	$ 0.64	$ 0.69	[1]	$ 0.53	$ 0.42	[2]	$ 0.29	[2],[3]	$ 0.61	[3],[4]	$ 2.79	$ 1.85	$ 1.56

[1] The second Sheraton tower of Sands Cotai Central opened in January 2013.

[2] The Conrad and Holiday tower and the first Sheraton tower of Sands Cotai Central opened in April and September 2012, respectively. In connection with the opening of these towers, the Company also opened gaming areas and retail, entertainment, dining and meeting facilities.

[3] During the first and second quarters of 2012, the Company recorded impairment losses of $42.9 million and $100.7 million, respectively.

[4] During the first quarter of 2012, the Principal Stockholder’s family exercised all of their outstanding warrants to purchase 87,500,175 shares of the Company’s common stock and paid $525.0 million in cash as settlement of the exercise price.

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CONSOLIDATED STATEMENTS OF EQUITY (USD $) In Thousands, unless otherwise specified	Total	Preferred Stock	Common Stock	Capital in Excess of Par Value	Treasury Stock	Accumulated Other Comprehensive Income	Retained Earnings	Noncontrolling Interests
Beginning Balance at Dec. 31, 2010	$ 7,931,188	$ 207,356	$ 708	$ 5,444,705		$ 129,519	$ 880,703	$ 1,268,197
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	1,883,119						1,560,123	322,996
Currency translation adjustment, net of reclassification adjustment and before and after tax	(32,793)					(35,415)		2,622
Currency translation adjustment, net of reclassification adjustment and before tax	(32,793)					(35,415)		2,622
Exercise of stock options	25,505		2	24,223				1,280
Stock-based compensation	63,290			60,363				2,927
Issuance of restricted stock			1	(1)
Exercise of warrants	(12,512)	(68,380)	(22)	(80,870)
Noncontrolling Interest, Increase from Sale of Parent Equity Interest	829							829
Repurchase and redemption of preferred stock	(267,821)	(138,976)					(128,845)
Dividends declared, net of amounts previously accrued	(68,443)						(68,443)
Distributions to noncontrolling interests	(10,388)							(10,388)
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family	(80,975)						(80,975)
Preferred stock inducement premium	(16,871)						(16,871)
Ending Balance at Dec. 31, 2011	9,439,152	0	733	5,610,160	0	94,104	2,145,692	1,588,463
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	1,881,813						1,524,093	357,720
Currency translation adjustment, net of reclassification adjustment and before and after tax	172,788					168,974		3,814
Currency translation adjustment, net of reclassification adjustment and before tax	172,788					168,974		3,814
Exercise of stock options	46,240		2	40,038				6,200
Stock-based compensation	66,366			63,102				3,264
Issuance of restricted stock			1	(1)
Exercise of warrants	(528,908)		(88)	(528,820)
Acquisition of remaining shares of noncontrolling interest				(4,631)				4,631
Dividends, Cash	3,447,813						3,090,757	357,056
Deemed contribution from (distribution to) Principal Stockholder	(18,576)						(18,576)
Distributions to noncontrolling interests	(10,466)							(10,466)
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family	0
Ending Balance at Dec. 31, 2012	8,658,412	0	824	6,237,488	0	263,078	560,452	1,596,570
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	2,954,676						2,305,997	648,679
Currency translation adjustment, net of reclassification adjustment and before and after tax	(89,976)					(89,295)		(681)
Currency translation adjustment, net of reclassification adjustment and before tax	(89,976)					(89,295)		(681)
Exercise of stock options	69,596		3	60,065				9,528
Stock-based compensation	54,318			50,162				4,156
Treasury Stock, Value, Acquired, Cost Method	(570,520)				(570,520)
Exercise of warrants	(350)		0	(350)
Dividends, Cash	1,564,469						1,153,110	411,359
Distributions to noncontrolling interests	(11,858)							(11,858)
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family
Ending Balance at Dec. 31, 2013	$ 9,500,529	$ 0	$ 827	$ 6,348,065	$ (570,520)	$ 173,783	$ 1,713,339	$ 1,835,035

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Condensed Consolidating Financial Information - Statements of Comprehensive Income (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended												12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013		Dec. 31, 2012	Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Condensed Financial Statements, Captions [Line Items]
Net income	$ 769,731	$ 809,298	$ 671,673	$ 703,974	[1]	$ 571,343	$ 444,980	[2]	$ 286,381	[2],[3]	$ 579,109	[3],[4]	$ 2,954,676	$ 1,881,813	$ 1,883,119
Currency translation adjustment, net of reclassification adjustment and before and after tax													(89,976)	172,788	(32,793)
Currency translation adjustment, net of reclassification adjustment and before tax													(89,976)	172,788	(32,793)
Total comprehensive income													2,864,700	2,054,601	1,850,326
Comprehensive income attributable to noncontrolling interests													(647,998)	(361,534)	(325,618)
Comprehensive income attributable to Las Vegas Sands Corp.													2,216,702	1,693,067	1,524,708
Consolidation, Eliminations
Condensed Financial Statements, Captions [Line Items]
Net income													(4,536,540)	(3,135,813)	(3,159,086)
Currency translation adjustment, net of reclassification adjustment and before and after tax													165,092	(312,544)	64,291
Currency translation adjustment, net of reclassification adjustment and before tax													165,092	(312,544)	64,291
Total comprehensive income													(4,371,448)	(3,448,357)	(3,094,795)
Comprehensive income attributable to Las Vegas Sands Corp.													(4,371,448)	(3,448,357)	(3,094,795)
Las Vegas Sands Corp.
Condensed Financial Statements, Captions [Line Items]
Net income													2,305,997	1,524,093	1,560,123
Currency translation adjustment, net of reclassification adjustment and before and after tax													(89,295)	168,974	(35,415)
Currency translation adjustment, net of reclassification adjustment and before tax													(89,295)	168,974	(35,415)
Total comprehensive income													2,216,702	1,693,067	1,524,708
Comprehensive income attributable to Las Vegas Sands Corp.													2,216,702	1,693,067	1,524,708
Restricted Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net income													2,295,751	1,615,982	1,594,848
Currency translation adjustment, net of reclassification adjustment and before and after tax													(75,797)	143,570	(28,876)
Currency translation adjustment, net of reclassification adjustment and before tax													(75,797)	143,570	(28,876)
Total comprehensive income													2,219,954	1,759,552	1,565,972
Comprehensive income attributable to noncontrolling interests													(2,894)	(2,733)	(2,495)
Comprehensive income attributable to Las Vegas Sands Corp.													2,217,060	1,756,819	1,563,477
Non-Restricted Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net income													2,889,468	1,877,551	1,887,234
Currency translation adjustment, net of reclassification adjustment and before and after tax													(89,976)	172,788	(32,793)
Currency translation adjustment, net of reclassification adjustment and before tax													(89,976)	172,788	(32,793)
Total comprehensive income													2,799,492	2,050,339	1,854,441
Comprehensive income attributable to noncontrolling interests													(645,104)	(358,801)	(323,123)
Comprehensive income attributable to Las Vegas Sands Corp.													$ 2,154,388	$ 1,691,538	$ 1,531,318

[1] The second Sheraton tower of Sands Cotai Central opened in January 2013.

[2] The Conrad and Holiday tower and the first Sheraton tower of Sands Cotai Central opened in April and September 2012, respectively. In connection with the opening of these towers, the Company also opened gaming areas and retail, entertainment, dining and meeting facilities.

[3] During the first and second quarters of 2012, the Company recorded impairment losses of $42.9 million and $100.7 million, respectively.

[4] During the first quarter of 2012, the Principal Stockholder’s family exercised all of their outstanding warrants to purchase 87,500,175 shares of the Company’s common stock and paid $525.0 million in cash as settlement of the exercise price.

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Intangible Assets, Net - Additional Information (Detail)	12 Months Ended			1 Months Ended		12 Months Ended	1 Months Ended
	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Apr. 30, 2013 Marina Bay Sands Gaming License SINGAPORE USD ($)	Apr. 30, 2013 Marina Bay Sands Gaming License SINGAPORE SGD	Dec. 31, 2013 Marina Bay Sands Gaming License SINGAPORE	Aug. 31, 2007 Sands Bethlehem Gaming License USD ($)	Jul. 31, 2010 Sands Bethlehem Table Games Certificate USD ($)
Schedule of Intangible Assets Additional Information [Line Items]
Payments to Acquire Intangible Assets	$ 45,871,000	$ 0	$ 100,000	$ 44,900,000	57,000,000		$ 50,000,000	$ 16,500,000
Acquired finite-lived gaming license, amortized period						3 years
Finite Lived Intangible Assets Purchased Expiration Date						Apr. 30, 2016
Amortization expense	13,600,000	10,000,000	10,000,000
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months	15,000,000
Estimated future amortization expense, 2014	15,000,000
Estimated future amortization expense, thereafter	$ 4,800,000

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Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt consists of the following (in thousands):

	December 31,
	2013			2012
Corporate and U.S. Related:
2013 U.S. Credit Facility — Term B (net of original issue discount of $11,250)	$	2,238,750		$	—
2013 U.S. Credit Facility — Revolving	590,000			—
Senior Secured Credit Facility — Term B	—			1,816,477
Senior Secured Credit Facility — Delayed Draws I and II	—			606,561
Senior Secured Credit Facility — Revolving	—			400,000
Airplane Financings	67,359			71,047
HVAC Equipment Lease	18,140			19,714
Other	2,335			3,689
Macao Related:
2011 VML Credit Facility	3,208,869			3,209,839
Other	7,910			7,313
Singapore Related:
2012 Singapore Credit Facility — Term	3,626,896			3,767,141
2012 Singapore Credit Facility — Revolving	—			327,578
Other	—			708
	9,760,259			10,230,067
Less — current maturities	(377,507		)	(97,802		)
Total long-term debt	$	9,382,752		$	10,132,265

Cash Flows from Financing Activities Related to Long-Term Debt

Cash flows from financing activities related to long-term debt and capital lease obligations are as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Proceeds from 2013 U.S. Credit Facility	$	2,828,750		$	—		$	—
Proceeds from Senior Secured Credit Facility	250,000			400,000			—
Proceeds from 2012 Singapore Credit Facility	104,357			3,951,486			—
Proceeds from 2011 VML Credit Facility	—			—			3,201,535
	$	3,183,107		$	4,351,486		$	3,201,535
Repayments on Senior Secured Credit Facility	$	(3,073,038	)	$	(425,555	)	$	(28,937	)
Repayments on 2012 Singapore Credit Facility	(430,504		)	—			—
Repayments on Singapore Credit Facility	—			(3,635,676		)	(418,564		)
Repayments on VML Credit Facility	—			—			(2,060,819		)
Repayments on VOL Credit Facility	—			—			(749,660		)
Redemption or repurchase and cancellation of Senior Notes	—			(189,712		)	—
Repayments on Airplane Financings	(3,688		)	(3,688		)	(3,688		)
Repayments on Ferry Financing	—			(140,337		)	(35,002		)
Repayments on HVAC Equipment Lease and Other Long-Term Debt	(5,802		)	(4,730		)	(3,640		)
	$	(3,513,032	)	$	(4,399,698	)	$	(3,300,310	)

Maturities of Long-Term Debt and Capital Lease Obligations Outstanding

Maturities of capital lease obligations and long-term debt outstanding as of December 31, 2013, are summarized as follows (in thousands):

	Capital Lease Obligations			Long-term Debt
2014	$	6,418		$	372,727
2015	5,182			1,565,461
2016	4,824			3,018,677
2017	3,449			1,239,404
2018	2,357			1,410,417
Thereafter	11,561			2,137,500
	33,791			9,744,186
Less — amount representing interest	(6,468		)	—
Total	$	27,323		$	9,744,186

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Long-Term Debt - Maturities of Long-Term Debt and Capital Lease Obligations Outstanding (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
Disclosure Long Term Debt Maturities Of Long Term Debt And Capital Lease Obligations Outstanding [Abstract]
Capital Leases Obligations, 2014	$ 6,418
Capital Leases Obligations, 2015	5,182
Capital Leases Obligations, 2016	4,824
Capital Leases Obligations, 2017	3,449
Capital Leases Obligations, 2018	2,357
Capital Leases Obligations, Thereafter	11,561
Gross	33,791
Less - amount representing interest	(6,468)
Total	27,323
Long-term Debt, 2014	372,727
Long-term Debt, 2015	1,565,461
Long-term Debt, 2016	3,018,677
Long-term Debt, 2017	1,239,404
Long-term Debt, 2018	1,410,417
Long-term Debt, Thereafter	2,137,500
Long-term debt including interest	9,744,186
Less - amount representing interest	0
Total	$ 9,744,186

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Employee Benefit Plans

12 Months Ended

Dec. 31, 2013

Compensation and Retirement Disclosure [Abstract]

Employee Benefit Plans

Employee Benefit Plans

The Company is self-insured for health care and workers compensation benefits for its U.S. employees. The liability for claims filed and estimates of claims incurred but not filed is included in other accrued liabilities in the accompanying consolidated balance sheets.

Participation in the VCR 401(k) employee savings plan is available for all eligible employees after a three-month probation period. The savings plan allows participants to defer, on a pre-tax basis, a portion of their salary and accumulate tax-deferred earnings as a retirement fund. The Company matches 150% of the first $390 of employee contributions and 50% of employee contributions in excess of $390 up to a maximum of 5% of participating employee’s eligible gross wages. For the years ended December 31, 2013, 2012 and 2011, the Company’s matching contributions under the savings plan were $8.2 million, $4.7 million and $7.9 million, respectively.

Participation in VML’s provident retirement fund is available for all permanent employees after a three-month probation period. VML contributes 5% of each employee’s basic salary to the fund and the employee is eligible to receive 30% of these contributions after working for three consecutive years, gradually increasing to 100% after working for ten years. For the years ended December 31, 2013, 2012 and 2011, VML’s contributions into the provident fund were $28.6 million, $22.9 million and $16.0 million, respectively.

Participation in MBS’s provident retirement fund is available for all permanent employees that are Singapore residents upon joining the Company. As of December 31, 2013, MBS contributes 16% of each employee’s basic salary to the fund, subject to certain caps as mandated by local regulations. The employee is eligible to receive funds upon reaching the retirement age or upon meeting requirements set up by local regulations. For the years ended December 31, 2013, 2012 and 2011, MBS’s contributions into the provident fund were $40.4 million, $32.8 million and $30.7 million, respectively.

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Equity (Tables)

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

Rollforward of Preferred Stock Issued to Principal Stockholder's Family

A summary of the Company’s Preferred Stock issued its Principal Stockholder’s family for the year ended December 31, 2011, is presented below (in thousands, except number of shares):

	Number of Shares		Amount
Balance as of January 1, 2011	5,250,000		$	503,379
Accretion to redemption value	—		80,975
Dividends declared, net of amounts previously accrued	—		45,646
Dividends paid	—		(52,500		)
Redemption of preferred stock	(5,250,000	)	(577,500		)
Balance as of December 31, 2011	—		$	—

Rollforward of Common and Preferred Stock Issued to Public

A summary of the outstanding shares of common stock and preferred stock issued to the public is as follows:

	Preferred Stock		Common Stock
Balance as of January 1, 2011	3,614,923		707,507,982
Exercise of stock options	—		2,549,131
Issuance of restricted stock	—		1,250,381
Forfeiture of unvested restricted stock	—		(11,500	)
Exercise of warrants	(1,192,100	)	21,953,704
Repurchases and redemption of preferred stock	(2,422,823	)	—
Balance as of December 31, 2011	—		733,249,698
Exercise of stock options	—		2,387,831
Issuance of restricted stock	—		516,556
Forfeiture of unvested restricted stock	—		(12,000	)
Exercise of warrants	—		88,155,671
Balance as of December 31, 2012	—		824,297,756
Exercise of stock options	—		2,777,127
Issuance of restricted stock	—		146,848
Forfeiture of unvested restricted stock	—		(13,076	)
Repurchase of common stock	—		(8,570,281	)
Exercise of warrants	—		64,562
Balance as of December 31, 2013	—		818,702,936

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Schedule II - Valuation and Qualifying Accounts (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Allowance for Doubtful Accounts
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	$ 491,682	$ 275,066	$ 181,856
Additions	237,786	239,332	150,456
Write-offs, Net of Recoveries	(99,741)	(22,716)	(57,246)
Balance at End of Year	629,727	491,682	275,066
Valuation Allowance of Deferred Tax Assets
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	1,390,900	325,239	331,275
Additions, Charged to Other Accounts	149,893	1,088,812	46,228
Deductions	(21,525)	(23,151)	(52,264)
Balance at End of Year	$ 1,519,268	$ 1,390,900	$ 325,239

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Segment Information

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Segment Information

Segment Information

The Company’s principal operating and developmental activities occur in three geographic areas: Macao, Singapore and the U.S. The Company reviews the results of operations for each of its operating segments: The Venetian Macao; Sands Cotai Central; Four Seasons Macao; Sands Macao; Other Asia (comprised primarily of the Company’s ferry operations and various other operations that are ancillary to the Company’s properties in Macao); Marina Bay Sands; The Venetian Las Vegas, which includes the Sands Expo Center; The Palazzo; and Sands Bethlehem. The Venetian Las Vegas and The Palazzo operating segments are managed as a single integrated resort and have been aggregated as one reportable segment (the “Las Vegas Operating Properties”), considering their similar economic characteristics, types of customers, types of services and products, the regulatory business environment of the operations within each segment and the Company’s organizational and management reporting structure. The Company also reviews construction and development activities for each of its primary projects under development, in addition to its reportable segments noted above. The Company’s primary projects under development are The Parisian Macao and the remaining phase of Sands Cotai Central in Macao, and the Las Vegas Condo Tower (which construction is currently suspended and is included in Corporate and Other) in the U.S. The corporate activities of the Company are also included in Corporate and Other. The Company’s segment information is as follows as of and for the years ended December 31, 2013, 2012 and 2011 (in thousands):

	Year Ended December 31,
	2013			2012			2011
Net Revenues
Macao:
The Venetian Macao	$	3,851,230		$	3,037,975		$	2,827,174
Sands Cotai Central	2,698,430			1,052,124			—
Four Seasons Macao	1,065,405			1,086,456			678,293
Sands Macao	1,237,016			1,250,552			1,282,201
Other Asia	139,572			148,330			147,323
	8,991,653			6,575,437			4,934,991
Marina Bay Sands	2,968,366			2,886,139			2,921,863
United States:
Las Vegas Operating Properties	1,518,024			1,384,629			1,324,505
Sands Bethlehem	496,738			470,458			399,900
	2,014,762			1,855,087			1,724,405
Intersegment eliminations	(204,896		)	(185,531		)	(170,514		)
Total net revenues	$	13,769,885		$	11,131,132		$	9,410,745

	Year Ended December 31,
	2013			2012			2011
Adjusted Property EBITDA(1)
Macao:
The Venetian Macao	$	1,499,937		$	1,143,245		$	1,022,778
Sands Cotai Central	739,723			213,476			—
Four Seasons Macao	305,040			288,170			217,923
Sands Macao	362,858			350,639			351,877
Other Asia	(3,855		)	(15,950		)	(15,143		)
	2,903,703			1,979,580			1,577,435
Marina Bay Sands	1,384,576			1,366,245			1,530,623
United States:
Las Vegas Operating Properties	351,739			331,182			333,295
Sands Bethlehem	123,337			114,055			90,802
	475,076			445,237			424,097
Total adjusted property EBITDA	4,763,355			3,791,062			3,532,155
Other Operating Costs and Expenses
Stock-based compensation	(30,053		)	(30,772		)	(31,467		)
Legal settlement	(47,400		)	—			—
Corporate	(189,535		)	(207,030		)	(185,694		)
Pre-opening	(13,339		)	(143,795		)	(65,825		)
Development	(15,809		)	(19,958		)	(11,309		)
Depreciation and amortization	(1,007,468		)	(892,046		)	(794,404		)
Amortization of leasehold interests in land	(40,352		)	(40,165		)	(43,366		)
Impairment loss	—			(143,674		)	—
Loss on disposal of assets	(11,156		)	(2,240		)	(10,203		)
Operating income	3,408,243			2,311,382			2,389,887
Other Non-Operating Costs and Expenses
Interest income	16,337			23,252			14,394
Interest expense, net of amounts capitalized	(271,211		)	(258,564		)	(282,949		)
Other income (expense)	4,321			5,740			(3,955		)
Loss on modification or early retirement of debt	(14,178		)	(19,234		)	(22,554		)
Income tax expense	(188,836		)	(180,763		)	(211,704		)
Net income	$	2,954,676		$	1,881,813		$	1,883,119

_________________________

(1) Adjusted property EBITDA is net income before royalty fees, stock-based compensation expense, legal settlement expense (see "— Note 13 — Commitments and Contingencies — Litigation"), corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, impairment loss, loss on disposal of assets, interest, other income (expense), loss on modification or early retirement of debt and income taxes. Adjusted property EBITDA is used by management as the primary measure of operating performance of the Company’s properties and to compare the operating performance of the Company’s properties with that of its competitors.

	Year Ended December 31,
	2013		2012		2011
Intersegment Revenues
Macao:
The Venetian Macao	$	5,296	$	5,125	$	3,923
Sands Cotai Central	356		251		—
Other Asia	34,120		32,748		36,888
	39,772		38,124		40,811
Marina Bay Sands	9,548		3,449		1,298
Las Vegas Operating Properties	155,576		143,958		128,405
Total intersegment revenues	$	204,896	$	185,531	$	170,514

	Year Ended December 31,
	2013		2012		2011
Capital Expenditures
Corporate and Other	$	41,152	$	100,887	$	23,062
Macao:
The Venetian Macao	96,172		112,351		28,018
Sands Cotai Central	262,540		862,951		842,962
Four Seasons Macao	15,003		28,143		31,092
Sands Macao	26,491		25,076		7,690
Other Asia	1,319		1,193		5,553
The Parisian Macao	212,842		20,393		39
	614,367		1,050,107		915,354
Marina Bay Sands	142,706		119,647		466,144
United States:
Las Vegas Operating Properties	93,191		156,205		47,666
Sands Bethlehem	6,695		22,388		56,267
	99,886		178,593		103,933
Total capital expenditures	$	898,111	$	1,449,234	$	1,508,493

	December 31,
	2013		2012		2011
Total Assets
Corporate and Other	$	630,673	$	586,788	$	644,645
Macao:
The Venetian Macao	4,367,533		3,254,193		3,199,194
Sands Cotai Central	4,669,358		4,791,560		4,333,406
Four Seasons Macao	1,273,654		1,338,714		1,267,977
Sands Macao	383,444		414,531		485,231
Other Asia	328,332		345,522		328,415
The Parisian Macao	376,014		118,975		96,017
Other Development Projects	169		123		110,133
	11,398,504		10,263,618		9,820,373
Marina Bay Sands	6,354,231		6,941,510		6,794,258
United States:
Las Vegas Operating Properties	3,653,127		3,605,513		4,105,618
Sands Bethlehem	687,729		766,223		879,229
	4,340,856		4,371,736		4,984,847
Total assets	$	22,724,264	$	22,163,652	$	22,244,123

	December 31,
	2013		2012		2011
Total Long-Lived Assets
Corporate and Other	$	388,448	$	398,100	$	312,860
Macao:
The Venetian Macao	1,925,040		1,968,415		2,002,751
Sands Cotai Central	3,772,095		3,836,471		3,053,551
Four Seasons Macao	928,396		971,732		1,006,441
Sands Macao	279,395		285,344		291,620
Other Asia	189,136		202,392		216,030
The Parisian Macao	376,014		118,912		96,017
Other Development Projects	—		—		101,062
	7,470,076		7,383,266		6,767,472
Marina Bay Sands	5,277,126		5,657,351		5,471,376
United States:
Las Vegas Operating Properties	3,073,793		3,179,426		3,244,090
Sands Bethlehem	578,329		607,346		625,649
	3,652,122		3,786,772		3,869,739
Total long-lived assets	$	16,787,772	$	17,225,489	$	16,421,447

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Equity - Rollforward of Common and Preferred Stock Issued to Public (Detail)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Increase (Decrease) in Shares of Common Stock Outstanding [Roll Forward]
Common Stock Shares, Beginning Balance	824,297,756	733,249,698	707,507,982
Exercise of stock options	2,777,127	2,387,831	2,549,131
Issuance of restricted stock	146,848	516,556	1,250,381
Forfeiture of unvested restricted stock	(13,076)	(12,000)	(11,500)
Treasury Stock, Shares, Acquired	(8,570,281)
Common stock shares issued upon exercise of warrants	64,562	88,155,671	21,953,704
Common Stock Shares, Ending Balance	818,702,936	824,297,756	733,249,698
Preferred Stock Issued To Public
Increase (Decrease) in Shares of Preferred Stock Outstanding [Roll Forward]
Preferred Stock Shares, Beginning Balance			3,614,923
Preferred stock used to settle warrants exercised, shares			(1,192,100)
Repurchases and redemption of preferred stock			(2,422,823)
Preferred Stock Shares, Ending Balance
Increase (Decrease) in Shares of Common Stock Outstanding [Roll Forward]
Common stock shares issued upon exercise of warrants	64,562	655,496	21,953,704

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Cash flows from operating activities:
Net income	$ 2,954,676	$ 1,881,813	$ 1,883,119
Adjustments to reconcile net income to net cash generated from operating activities:
Depreciation and amortization	1,007,468	892,046	794,404
Amortization of leasehold interests in land	40,352	40,165	43,366
Amortization of deferred financing costs and original issue discount	56,792	50,476	47,188
Amortization of deferred gain and rent	(4,944)	(4,944)	(8,418)
Non-cash change in deferred proceeds from sale of The Shoppes at The Palazzo	1,376	1,732	1,513
Loss on modification or early retirement of debt	3,255	16,313	19,595
Impairment and loss on disposal of assets	11,156	145,914	10,203
Stock-based compensation expense	53,377	65,428	62,714
Provision for doubtful accounts	237,786	239,332	150,456
Foreign exchange gain	(13,029)	(2,799)	(176)
Deferred income taxes	(4,245)	5,188	90,927
Changes in operating assets and liabilities:
Accounts receivable	(209,055)	(675,461)	(789,163)
Inventories	1,113	(8,355)	(2,841)
Prepaid expenses and other	(1,134)	(32,995)	13,354
Leasehold interests in land	(47,906)	(45,542)	(43,327)
Accounts payable	13,777	788	(9,565)
Accrued interest payable	(8,608)	(17,005)	(10,917)
Income taxes payable	18,911	47,309	111,920
Other accrued liabilities	328,294	458,354	298,144
Net cash generated from operating activities	4,439,412	3,057,757	2,662,496
Cash flows from investing activities:
Change in restricted cash and cash equivalents	(382)	693	804,394
Capital expenditures	(898,111)	(1,449,234)	(1,508,493)
Proceeds from disposal of property and equipment	32,155	2,909	6,093
Acquisition of intangible assets	(45,871)	0	(100)
Net cash used in investing activities	(912,209)	(1,445,632)	(698,106)
Cash flows from financing activities:
Proceeds from exercise of stock options	69,596	46,240	25,505
Repurchase of common stock	(561,150)	0	0
Proceeds from exercise of warrants	350	528,908	12,512
Dividends paid	(1,564,049)	(3,442,312)	(75,297)
Distributions to noncontrolling interests	(11,858)	(10,466)	(10,388)
Deemed distribution to Principal Stockholder	0	(18,576)	0
Proceeds from long-term debt (Note 8)	3,183,107	4,351,486	3,201,535
Repayments of long-term debt (Note 8)	(3,513,032)	(4,399,698)	(3,300,310)
Repurchases and redemption of preferred stock	0	0	(845,321)
Payments of preferred stock inducement premium	0	0	(16,871)
Payments of deferred financing costs	(35,414)	(100,888)	(84,826)
Net cash used in financing activities	(2,432,450)	(3,045,306)	(1,093,461)
Effect of exchange rate on cash	(7,105)	43,229	(5,292)
Increase (decrease) in cash and cash equivalents	1,087,648	(1,389,952)	865,637
Cash and cash equivalents at beginning of year	2,512,766	3,902,718	3,037,081
Cash and cash equivalents at end of year	3,600,414	2,512,766	3,902,718
Supplemental disclosure of cash flow information:
Cash payments for interest, net of amounts capitalized	208,242	209,091	246,783
Cash payments for taxes, net of refunds	173,276	115,045	(5,423)
Changes in construction payables	(101,812)	(16,537)	(157,072)
Non-cash investing and financing activities:
Capitalized stock-based compensation costs	941	938	576
Change in dividends payable on unvested restricted stock and stock units included in other accrued liabilities	420	5,501	0
Property and equipment acquired under capital lease	2,761	10,109	0
Repurchase of common stock included in other accrued liabilities	9,370	0	0
Minority Interest Decrease From Redemptions Noncash Activity	0	4,631	0
Disposition of interest in majority owned subsidiary	0	0	829
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family		0	80,975
Warrants exercised and settled through tendering of preferred stock	$ 0	$ 0	$ 68,380

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	827,273,217	824,297,756
Common stock, shares outstanding	818,702,936	824,297,756
Treasury stock, shares	8,570,281	0

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Income Taxes

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Consolidated income before taxes and noncontrolling interests for domestic and foreign operations is as follows (in thousands):

	Year Ended December 31,
	2013		2012			2011
Foreign	$	3,109,982	$	2,089,243		$	2,149,538
Domestic	33,530		(26,667		)	(54,715		)
Total income before income taxes	$	3,143,512	$	2,062,576		$	2,094,823

The components of the income tax expense are as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Foreign:
Current	$	195,154		$	163,199		$	120,502
Deferred	(6,318		)	17,848			91,706
Federal:
Current	(2,073		)	12,379			232
Deferred	2,073			(12,660		)	(779		)
State:
Current	—			(3		)	43
Deferred	—			—			—
Total income tax expense	$	188,836		$	180,763		$	211,704

The reconciliation of the statutory federal income tax rate and the Company’s effective tax rate is as follows:

	Year Ended December 31,
	2013		2012		2011
Statutory federal income tax rate	35.0	%	35.0	%	35.0	%
Increase (decrease) in tax rate resulting from:
Foreign and U.S. tax rate differential	(21.1	)%	(20.8	)%	(21.0	)%
U.S. foreign tax credits	(19.0	)%	(162.1	)%	(4.0	)%
Repatriation of foreign earnings	14.6	%	110.5	%	2.4	%
Tax exempt income of foreign subsidiary (Macao)	(9.6	)%	(10.0	)%	(7.6	)%
Change in valuation allowance	6.0	%	54.3	%	2.7	%
Change in uncertain tax positions	—	%	0.7	%	0.1	%
Other, net	0.1	%	1.2	%	2.5	%
Effective tax rate	6.0	%	8.8	%	10.1	%

The Company received a 5-year income tax exemption in Macao that exempts the Company from paying corporate income tax on profits generated by gaming operations. The Company will continue to benefit from this tax exemption through the end of 2018. Had the Company not received the income tax exemption in Macao, consolidated net income attributable to Las Vegas Sands Corp. would have been reduced by $207.7 million, $139.8 million and $108.6 million, and diluted earnings per share would have been reduced by $0.25, $0.17 and $0.13 per share for the years ended December 31, 2013, 2012 and 2011, respectively. In February 2011, the Company entered into an agreement with the Macao government, effective through the end of 2013 that provides for an annual payment of 14.4 million patacas (approximately $1.8 million at exchange rates in effect on December 31, 2013) that is a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits. The Company has requested an additional agreement with the Macao government through 2018 to correspond to the income tax exemption for gaming operations; however, there is no assurance that the Company will receive the agreement. In September 2013, the Company and the Internal Revenue Service ("IRS") entered into a Pre-Filing Agreement providing that the Macao special gaming tax (35% of gross gaming revenue) qualifies as a tax paid in lieu of an income tax and could be claimed as a U.S. foreign tax credit.

The primary tax affected components of the Company’s net deferred tax liabilities are as follows (in thousands):

	December 31,
	2013			2012
Deferred tax assets:
U.S. foreign tax credit carryforwards	$	1,280,121		$	1,199,794
Net operating loss carryforwards	245,652			193,638
Stock-based compensation	46,952			47,197
Pre-opening expenses	39,409			49,103
Accrued expenses	36,746			24,868
Deferred gain on the sale of The Grand Canal Shoppes and The Shoppes at The Palazzo	33,008			34,534
Allowance for doubtful accounts	26,392			25,156
State deferred items	14,109			13,976
Other tax credit carryforwards	181			4,313
Other	6,362			5,456
	1,728,932			1,598,035
Less — valuation allowances	(1,519,268		)	(1,390,900		)
Total deferred tax assets	209,664			207,135
Deferred tax liabilities:
Property and equipment	(338,284		)	(323,674		)
Prepaid expenses	(8,966		)	(556		)
Other	(35,113		)	(23,271		)
Total deferred tax liabilities	(382,363		)	(347,501		)
Deferred tax liabilities, net	$	(172,699	)	$	(140,366	)

The Company recognizes tax benefits associated with stock-based compensation directly to stockholders’ equity only when realized. Accordingly, deferred tax assets are not recognized for net operating loss carryforwards or credit carryforwards resulting from windfall tax benefits. A windfall tax benefit occurs when the actual tax benefit realized upon an employee’s disposition of a share-based award exceeds the cumulative book compensation charge associated with the award. As of December 31, 2013 and 2012, the Company has windfall tax benefits of $273.1 million and $171.5 million, respectively, which are not reflected in deferred tax assets. The Company uses a with-and-without approach to determine if the excess tax deductions associated with compensation costs have reduced income taxes payable.

During the year ended December 31, 2013, certain wholly owned foreign subsidiaries paid dividends resulting in incremental U.S. taxable income. The receipt of the dividends did not result in a cash tax liability for the Company as the incremental U.S. taxable income was fully offset by the utilization of the U.S. foreign tax credits generated as a result of the dividends. In addition, the dividends generated excess U.S. foreign tax credits that will be available to be carried forward to tax years beyond 2013. The Company’s U.S. foreign tax credits were $1.42 billion and $1.20 billion as of December 31, 2013 and 2012, respectively, which will begin to expire in 2021. The Company’s state net operating loss carryforwards were $242.1 million and $220.7 million as of December 31, 2013 and 2012, respectively, which will begin to expire in 2024. The Company’s U.S. general business credits were $0.2 million and $4.3 million as of December 31, 2013 and 2012, respectively, which will begin to expire in 2024. There was a valuation allowance of $1.30 billion and $1.18 billion as of December 31, 2013 and 2012, respectively, provided on the net U.S. deferred tax assets, as the Company believes these assets do not meet the “more-likely-than-not” criteria for recognition. Net operating loss carryforwards for the Company’s foreign subsidiaries were $1.99 billion and $1.56 billion as of December 31, 2013 and 2012, respectively, which begin to expire in 2014. There are valuation allowances of $217.8 million and $209.4 million, as of December 31, 2013 and 2012, respectively, provided on the net deferred tax assets of certain foreign jurisdictions, as the Company believes these assets do not meet the “more-likely-than-not” criteria for recognition.

Undistributed earnings of subsidiaries are accounted for as a temporary difference, except that deferred tax liabilities are not recorded for undistributed earnings of foreign subsidiaries that are deemed to be indefinitely reinvested in foreign jurisdictions. The Company has a plan for reinvestment of the undistributed earnings of its foreign subsidiaries attributable to periods before January 1, 2013, which demonstrates such earnings will be indefinitely reinvested in the applicable jurisdictions. The Company does not consider current year's tax earnings and profits of certain of its foreign subsidiaries to be permanently reinvested. The Company has not provided deferred taxes for these foreign earnings as the Company expects there will be sufficient creditable foreign taxes to offset the U.S. income tax that would result from the repatriation of foreign earnings. As of December 31, 2013 and 2012, the amount of earnings and profits of foreign subsidiaries that the Company does not intend to repatriate was $5.94 billion and $4.27 billion, respectively. Should these earnings be distributed in the form of dividends or otherwise, the Company expects there will be sufficient creditable foreign taxes to offset the U.S. income taxes and other foreign taxes that would result from a distribution. The Company's cumulative temporary difference is less than its earnings and profits.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):

	December 31,
	2013			2012		2011
Balance at the beginning of the year	$	59,338		$	43,411	$	35,769
Additions to tax positions related to prior years	4,431			8,959		4,450
Reductions to tax positions related to prior years	(12,063		)	—		(35		)
Additions to tax positions related to current year	5,706			6,968		3,736
Settlements	(753		)	—		(417		)
Lapse in statutes of limitations	—			—		(92		)
Balance at the end of the year	$	56,659		$	59,338	$	43,411

As of December 31, 2013, unrecognized tax benefits of $43.4 million were recorded as reductions to the U.S. foreign tax credit deferred tax asset. No such amounts were recorded as of December 31, 2012. As of December 31, 2011, unrecognized tax benefits of $8.9 million were recorded as reductions to the U.S. net operating loss deferred tax asset. As of December 31, 2013, 2012 and 2011, unrecognized tax benefits of $13.3 million, $59.3 million and $34.5 million, respectively, were recorded in other long-term liabilities.

Included in the balance as of December 31, 2013, 2012 and 2011, are $47.3 million, $47.8 million and $33.9 million, respectively, of uncertain tax benefits that would affect the effective income tax rate if recognized.

The Company’s major tax jurisdictions are the U.S., Macao, and Singapore. In January 2013, the IRS completed through the appeals process its examination of tax years 2005 through 2009. The Company decreased its unrecognized tax benefits by $9.3 million due to the conclusion of the IRS audit. The Inland Revenue Authority of Singapore is performing a compliance review of the Marina Bay Sands tax return for tax years 2010 and 2011. The Company is subject to examination for tax years after 2008 in Macao and Singapore and for tax years after 2009 in the U.S. The Company believes it has adequately reserved for its uncertain tax positions; however, there is no assurance that the taxing authorities will not propose adjustments that are different from the Company’s expected outcome and that will impact the provision for income taxes.

The Company recognizes interest and penalties, if any, related to unrecognized tax positions in the provision for income taxes in the accompanying consolidated statement of operations. No interest or penalties were accrued as of December 31, 2013 and 2012.

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Condensed Consolidating Financial Information - Statements of Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended												12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013		Dec. 31, 2012	Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Revenues:
Casino													$ 11,386,917	$ 9,008,158	$ 7,437,002
Rooms													1,380,681	1,154,024	1,000,035
Food and beverage													730,259	628,528	598,823
Mall													481,400	396,927	325,123
Convention, retail and other													515,179	497,032	501,351
Gross revenue													14,494,436	11,684,669	9,862,334
Less — promotional allowances													(724,551)	(553,537)	(451,589)
Net revenues	3,655,685	3,568,540	3,242,941	3,302,719	[1]	3,077,002	2,709,482	[2]	2,581,906	[2],[3]	2,762,742	[3],[4]	13,769,885	11,131,132	9,410,745
Operating expenses:
Casino													6,483,718	5,128,036	4,007,887
Rooms													271,942	237,303	210,052
Food and beverage													369,570	331,210	307,446
Mall													73,358	68,763	59,183
Convention, retail and other													317,869	304,263	338,109
Provision for doubtful accounts													237,786	239,332	150,456
General and administrative													1,329,740	1,061,935	836,924
Corporate													189,535	207,030	185,694
Pre-opening													13,339	143,795	65,825
Development													15,809	19,958	11,309
Depreciation and amortization													1,007,468	892,046	794,404
Amortization of leasehold interests in land													40,352	40,165	43,366
Impairment loss									100,700		42,900		0	143,674	0
(Gain) loss on disposal of assets													11,156	2,240	10,203
Total operating expenses													10,361,642	8,819,750	7,020,858
Operating income (loss)	886,073	914,826	780,641	826,703	[1]	672,005	534,095	[2]	397,728	[2],[3]	707,554	[3],[4]	3,408,243	2,311,382	2,389,887
Other income (expense):
Interest income													16,337	23,252	14,394
Interest expense, net of amounts capitalized													(271,211)	(258,564)	(282,949)
Other income (expense)													4,321	5,740	(3,955)
Gain (loss) on modification or early retirement of debt													(14,178)	(19,234)	(22,554)
Income before income taxes													3,143,512	2,062,576	2,094,823
Income tax benefit (expense)													(188,836)	(180,763)	(211,704)
Net income	769,731	809,298	671,673	703,974	[1]	571,343	444,980	[2]	286,381	[2],[3]	579,109	[3],[4]	2,954,676	1,881,813	1,883,119
Net income attributable to noncontrolling interests													(648,679)	(357,720)	(322,996)
Net income attributable to Las Vegas Sands Corp.	577,539	626,744	529,753	571,961	[1]	434,782	349,782	[2]	240,587	[2],[3]	498,942	[3],[4]	2,305,997	1,524,093	1,560,123
Consolidation, Eliminations
Revenues:
Convention, retail and other													(172,888)	(156,357)	(141,048)
Gross revenue													(172,888)	(156,357)	(141,048)
Less — promotional allowances													(1,885)	(1,638)	(1,571)
Net revenues													(174,773)	(157,995)	(142,619)
Operating expenses:
Casino													(2,992)	(2,489)	(2,509)
Rooms													(4)	(4)	0
Food and beverage													(4,303)	(4,254)	(4,846)
Convention, retail and other													(26,669)	(20,598)	(24,252)
General and administrative													(846)	(815)	(687)
Corporate													(139,942)	(129,813)	(110,314)
Pre-opening													0	(7)	(8)
Development													(17)	(15)	(3)
Total operating expenses													(174,773)	(157,995)	(142,619)
Other income (expense):
Interest income													(176,210)	(133,882)	(111,393)
Interest expense, net of amounts capitalized													176,210	133,882	111,393
Income from equity investments in subsidiaries													(4,536,540)	(3,135,813)	(3,159,086)
Income before income taxes													(4,536,540)	(3,135,813)	(3,159,086)
Net income													(4,536,540)	(3,135,813)	(3,159,086)
Net income attributable to Las Vegas Sands Corp.													(4,536,540)	(3,135,813)	(3,159,086)
Las Vegas Sands Corp.
Revenues:
Less — promotional allowances													(1,455)	(1,109)	(720)
Net revenues													(1,455)	(1,109)	(720)
Operating expenses:
Corporate													164,926	188,187	165,120
Pre-opening															0
Development													15,207	19,973	11,312
Depreciation and amortization													26,165	19,921	18,493
(Gain) loss on disposal of assets													(12,641)	(1)	7,662
Total operating expenses													193,657	228,080	202,587
Operating income (loss)													(195,112)	(229,189)	(203,307)
Other income (expense):
Interest income													1,155	281	3,702
Interest expense, net of amounts capitalized													(4,269)	(4,841)	(13,856)
Other income (expense)													(5,282)	(47)	171
Gain (loss) on modification or early retirement of debt													0	(2,831)	0
Income from equity investments in subsidiaries													2,416,604	1,705,354	1,716,119
Income before income taxes													2,213,096	1,468,727	1,502,829
Income tax benefit (expense)													92,901	55,366	57,294
Net income													2,305,997	1,524,093	1,560,123
Net income attributable to Las Vegas Sands Corp.													2,305,997	1,524,093	1,560,123
Restricted Subsidiaries
Revenues:
Casino													584,372	512,647	430,758
Rooms													472,518	446,241	450,487
Food and beverage													197,371	173,111	186,894
Convention, retail and other													310,276	294,047	280,349
Gross revenue													1,564,537	1,426,046	1,348,488
Less — promotional allowances													(91,217)	(84,613)	(75,238)
Net revenues													1,473,320	1,341,433	1,273,250
Operating expenses:
Casino													314,966	288,999	266,203
Rooms													157,497	138,356	136,416
Food and beverage													90,507	85,206	88,485
Convention, retail and other													106,242	84,957	87,779
Provision for doubtful accounts													29,977	28,987	14,532
General and administrative													341,659	268,834	254,139
Corporate													1,264	413	265
Pre-opening													911	1,909	0
Depreciation and amortization													186,871	222,096	227,400
(Gain) loss on disposal of assets													1,823	389	2,590
Total operating expenses													1,231,717	1,120,146	1,077,809
Operating income (loss)													241,603	221,287	195,441
Other income (expense):
Interest income													173,203	135,153	112,218
Interest expense, net of amounts capitalized													(88,972)	(91,870)	(95,993)
Other income (expense)													(2,322)	792	(1,946)
Gain (loss) on modification or early retirement of debt													(14,178)	(1,599)	(503)
Income from equity investments in subsidiaries													2,119,936	1,430,459	1,442,967
Income before income taxes													2,429,270	1,694,222	1,652,184
Income tax benefit (expense)													(133,519)	(78,240)	(57,336)
Net income													2,295,751	1,615,982	1,594,848
Net income attributable to noncontrolling interests													(2,894)	(2,733)	(2,495)
Net income attributable to Las Vegas Sands Corp.													2,292,857	1,613,249	1,592,353
Non-Restricted Subsidiaries
Revenues:
Casino													10,802,545	8,495,511	7,006,244
Rooms													908,163	707,783	549,548
Food and beverage													532,888	455,417	411,929
Mall													481,400	396,927	325,123
Convention, retail and other													377,791	359,342	362,050
Gross revenue													13,102,787	10,414,980	8,654,894
Less — promotional allowances													(629,994)	(466,177)	(374,060)
Net revenues													12,472,793	9,948,803	8,280,834
Operating expenses:
Casino													6,171,744	4,841,526	3,744,193
Rooms													114,449	98,951	73,636
Food and beverage													283,366	250,258	223,807
Mall													73,358	68,763	59,183
Convention, retail and other													238,296	239,904	274,582
Provision for doubtful accounts													207,809	210,345	135,924
General and administrative													988,927	793,916	583,472
Corporate													163,287	148,243	130,623
Pre-opening													12,428	141,893	65,833
Development													619
Depreciation and amortization													794,432	650,029	548,511
Amortization of leasehold interests in land													40,352	40,165	43,366
Impairment loss														143,674
(Gain) loss on disposal of assets													21,974	1,852	(49)
Total operating expenses													9,111,041	7,629,519	5,883,081
Operating income (loss)													3,361,752	2,319,284	2,397,753
Other income (expense):
Interest income													18,189	21,700	9,867
Interest expense, net of amounts capitalized													(354,180)	(295,735)	(284,493)
Other income (expense)													11,925	4,995	(2,180)
Gain (loss) on modification or early retirement of debt													0	(14,804)	(22,051)
Income before income taxes													3,037,686	2,035,440	2,098,896
Income tax benefit (expense)													(148,218)	(157,889)	(211,662)
Net income													2,889,468	1,877,551	1,887,234
Net income attributable to noncontrolling interests													(645,785)	(354,987)	(320,501)
Net income attributable to Las Vegas Sands Corp.													$ 2,243,683	$ 1,522,564	$ 1,566,733

[1] The second Sheraton tower of Sands Cotai Central opened in January 2013.

[2] The Conrad and Holiday tower and the first Sheraton tower of Sands Cotai Central opened in April and September 2012, respectively. In connection with the opening of these towers, the Company also opened gaming areas and retail, entertainment, dining and meeting facilities.

[3] During the first and second quarters of 2012, the Company recorded impairment losses of $42.9 million and $100.7 million, respectively.

[4] During the first quarter of 2012, the Principal Stockholder’s family exercised all of their outstanding warrants to purchase 87,500,175 shares of the Company’s common stock and paid $525.0 million in cash as settlement of the exercise price.

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Condensed Consolidating Financial Information - Additional Information (Detail) (USD $)	3 Months Ended												12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013		Dec. 31, 2012	Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Condensed Financial Statements, Captions [Line Items]
Property and equipment, net	$ 15,358,953,000					$ 15,766,748,000							$ 15,358,953,000	$ 15,766,748,000
Total liabilities	13,223,735,000					13,505,240,000							13,223,735,000	13,505,240,000
Net loss	(577,539,000)	(626,744,000)	(529,753,000)	(571,961,000)	[1]	(434,782,000)	(349,782,000)	[2]	(240,587,000)	[2],[3]	(498,942,000)	[3],[4]	(2,305,997,000)	(1,524,093,000)	(1,560,123,000)
Shoppes At Palazzo
Condensed Financial Statements, Captions [Line Items]
Net Liabilities	29,300,000					17,300,000							29,300,000	17,300,000
Property and equipment, net	239,300,000					250,800,000							239,300,000	250,800,000
Total liabilities	268,600,000					268,100,000							268,600,000	268,100,000
Net loss													$ 12,900,000	$ 15,100,000	$ 19,500,000

[1] The second Sheraton tower of Sands Cotai Central opened in January 2013.

[2] The Conrad and Holiday tower and the first Sheraton tower of Sands Cotai Central opened in April and September 2012, respectively. In connection with the opening of these towers, the Company also opened gaming areas and retail, entertainment, dining and meeting facilities.

[3] During the first and second quarters of 2012, the Company recorded impairment losses of $42.9 million and $100.7 million, respectively.

[4] During the first quarter of 2012, the Principal Stockholder’s family exercised all of their outstanding warrants to purchase 87,500,175 shares of the Company’s common stock and paid $525.0 million in cash as settlement of the exercise price.

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Feb. 27, 2014	Jun. 28, 2013
Document Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Trading Symbol	LVS
Entity Registrant Name	Las Vegas Sands Corp
Entity Central Index Key	0001300514
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		812,566,265
Entity Public Float			$ 20,743,792,754

XML

Fair Value Measurements

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Under applicable accounting guidance, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance also establishes a valuation hierarchy for inputs in measuring fair value that maximizes the use of observable inputs (inputs market participants would use based on market data obtained from sources independent of the Company) and minimizes the use of unobservable inputs (inputs that reflect the Company’s assumptions based upon the best information available in the circumstances) by requiring that the most observable inputs be used when available. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the assets or liabilities, either directly or indirectly. Level 3 inputs are unobservable inputs for the assets or liabilities. Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following table provides the assets carried at fair value (in thousands):

			Fair Value Measurements Using:
	Total Carrying Value		Quoted Market Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of December 31, 2013
Cash equivalents(1)	$	2,255,951	$	2,255,951	$	—	$	—
Interest rate caps(2)	$	159	$	—	$	159	$	—
As of December 31, 2012
Cash equivalents(1)	$	1,377,330	$	1,377,330	$	—	$	—
Interest rate caps(2)	$	218	$	—	$	218	$	—

_________________________

(1) The Company has short-term investments classified as cash equivalents as the original maturities are less than 90 days.

(2) As of December 31, 2013 and 2012, the Company has 22 and 30 interest rate cap agreements, respectively, with an aggregate fair value of approximately $0.2 million, based on quoted market values from the institutions holding the agreements.

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Commitments and Contingencies - Future Minimum Rental Payments Under Non-Cancelable Operating Leases (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2014	$ 15,539
2015	9,253
2016	5,071
2017	3,793
2018	3,640
Thereafter	102,300
Total minimum payments	$ 139,596

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Segment Information Schedule of Segment Reporting Information, Other (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting Information [Line Items]
Payments to Acquire Property, Plant, and Equipment	$ 898,111	$ 1,449,234	$ 1,508,493
Assets	22,724,264	22,163,652	22,244,123
Long-Lived Assets	16,787,772	17,225,489	16,421,447
Operating Segments | Corporate and Other
Segment Reporting Information [Line Items]
Payments to Acquire Property, Plant, and Equipment	41,152	100,887	23,062
Assets	630,673	586,788	644,645
Long-Lived Assets	388,448	398,100	312,860
Operating Segments | The Venetian Macao | MACAU
Segment Reporting Information [Line Items]
Payments to Acquire Property, Plant, and Equipment	96,172	112,351	28,018
Assets	4,367,533	3,254,193	3,199,194
Long-Lived Assets	1,925,040	1,968,415	2,002,751
Operating Segments | Sands Cotai Central | MACAU
Segment Reporting Information [Line Items]
Payments to Acquire Property, Plant, and Equipment	262,540	862,951	842,962
Assets	4,669,358	4,791,560	4,333,406
Long-Lived Assets	3,772,095	3,836,471	3,053,551
Operating Segments | Four Seasons Macao | MACAU
Segment Reporting Information [Line Items]
Payments to Acquire Property, Plant, and Equipment	15,003	28,143	31,092
Assets	1,273,654	1,338,714	1,267,977
Long-Lived Assets	928,396	971,732	1,006,441
Operating Segments | Sands Macao | MACAU
Segment Reporting Information [Line Items]
Payments to Acquire Property, Plant, and Equipment	26,491	25,076	7,690
Assets	383,444	414,531	485,231
Long-Lived Assets	279,395	285,344	291,620
Operating Segments | Other Asia | MACAU
Segment Reporting Information [Line Items]
Payments to Acquire Property, Plant, and Equipment	1,319	1,193	5,553
Assets	328,332	345,522	328,415
Long-Lived Assets	189,136	202,392	216,030
Operating Segments | The Parisian Macao | MACAU
Segment Reporting Information [Line Items]
Payments to Acquire Property, Plant, and Equipment	212,842	20,393	39
Assets	376,014	118,975	96,017
Long-Lived Assets	376,014	118,912	96,017
Operating Segments | Other Development Projects | MACAU
Segment Reporting Information [Line Items]
Assets	169	123	110,133
Long-Lived Assets	0	0	101,062
Operating Segments | Marina Bay Sands | SINGAPORE
Segment Reporting Information [Line Items]
Payments to Acquire Property, Plant, and Equipment	142,706	119,647	466,144
Assets	6,354,231	6,941,510	6,794,258
Long-Lived Assets	5,277,126	5,657,351	5,471,376
Operating Segments | Las Vegas Operating Properties | UNITED STATES
Segment Reporting Information [Line Items]
Payments to Acquire Property, Plant, and Equipment	93,191	156,205	47,666
Assets	3,653,127	3,605,513	4,105,618
Long-Lived Assets	3,073,793	3,179,426	3,244,090
Operating Segments | Sands Bethlehem | UNITED STATES
Segment Reporting Information [Line Items]
Payments to Acquire Property, Plant, and Equipment	6,695	22,388	56,267
Assets	687,729	766,223	879,229
Long-Lived Assets	578,329	607,346	625,649
Reportable Geographical Components | MACAU
Segment Reporting Information [Line Items]
Payments to Acquire Property, Plant, and Equipment	614,367	1,050,107	915,354
Assets	11,398,504	10,263,618	9,820,373
Long-Lived Assets	7,470,076	7,383,266	6,767,472
Reportable Geographical Components | UNITED STATES
Segment Reporting Information [Line Items]
Payments to Acquire Property, Plant, and Equipment	99,886	178,593	103,933
Assets	4,340,856	4,371,736	4,984,847
Long-Lived Assets	$ 3,652,122	$ 3,786,772	$ 3,869,739

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Revenues:
Casino	$ 11,386,917	$ 9,008,158	$ 7,437,002
Rooms	1,380,681	1,154,024	1,000,035
Food and beverage	730,259	628,528	598,823
Mall	481,400	396,927	325,123
Convention, retail and other	515,179	497,032	501,351
Gross revenue	14,494,436	11,684,669	9,862,334
Less — promotional allowances	(724,551)	(553,537)	(451,589)
Net revenues	13,769,885	11,131,132	9,410,745
Operating expenses:
Casino	6,483,718	5,128,036	4,007,887
Rooms	271,942	237,303	210,052
Food and beverage	369,570	331,210	307,446
Mall	73,358	68,763	59,183
Convention, retail and other	317,869	304,263	338,109
Provision for doubtful accounts	237,786	239,332	150,456
General and administrative	1,329,740	1,061,935	836,924
Corporate	189,535	207,030	185,694
Pre-opening	13,339	143,795	65,825
Development	15,809	19,958	11,309
Depreciation and amortization	1,007,468	892,046	794,404
Amortization of leasehold interests in land	40,352	40,165	43,366
Impairment loss	0	143,674	0
Loss on disposal of assets	11,156	2,240	10,203
Total operating expenses	10,361,642	8,819,750	7,020,858
Operating income	3,408,243	2,311,382	2,389,887
Other income (expense):
Interest income	16,337	23,252	14,394
Interest expense, net of amounts capitalized	(271,211)	(258,564)	(282,949)
Other income (expense)	4,321	5,740	(3,955)
Loss on modification or early retirement of debt	(14,178)	(19,234)	(22,554)
Income before income taxes	3,143,512	2,062,576	2,094,823
Income tax expense	(188,836)	(180,763)	(211,704)
Net income	2,954,676	1,881,813	1,883,119
Net income attributable to noncontrolling interests	(648,679)	(357,720)	(322,996)
Net income attributable to Las Vegas Sands Corp.	2,305,997	1,524,093	1,560,123
Preferred stock dividends		0	(63,924)
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family		0	(80,975)
Preferred stock inducement, repurchase and redemption premiums		0	(145,716)
Net income attributable to common stockholders	$ 2,305,997	$ 1,524,093	$ 1,269,508
Earnings per share:
Basic (in usd per share)	$ 2.80	$ 1.89	$ 1.74
Diluted (in usd per share)	$ 2.79	$ 1.85	$ 1.56
Weighted average shares outstanding:
Basic (in shares)	822,282,515	806,395,660	728,343,428
Diluted (in shares)	826,316,108	824,556,036	811,816,687
Dividends declared per common share	$ 1.40	$ 3.75

XML

Leasehold Interests in Land, Net

12 Months Ended

Dec. 31, 2013

Disclosure Leasehold Interests In Land Net Leasehold Interests In Land [Abstract]

Leasehold Interests in Land, Net

Leasehold Interests in Land, Net

Leasehold interests in land consist of the following (in thousands):

	December 31,
	2013			2012
Marina Bay Sands	$	1,083,249		$	1,125,136
Sands Cotai Central	236,588			191,653
The Venetian Macao	176,536			174,893
Four Seasons Macao	87,620			87,020
The Parisian Macao	74,102			73,916
Sands Macao	27,795			27,572
	1,685,890			1,680,190
Less — accumulated amortization	(257,071		)	(221,449		)
	$	1,428,819		$	1,458,741

The Company amortizes the leasehold interests in land on a straight-line basis over the expected term of the lease. Amortization expense of $40.4 million, $40.2 million and $43.4 million was included in amortization of leasehold interests in land expense for the years ended December 31, 2013, 2012 and 2011, respectively. The estimated future amortization expense is approximately $42.4 million for each of the next five years and $1.47 billion thereafter at exchange rates in effect on December 31, 2013.

Land concessions in Macao generally have an initial term of 25 years with automatic extensions of 10 years thereafter in accordance with Macao law. The Company has received land concessions from the Macao government to build on parcels 1, 2, 3 and 5 and 6; the sites on which The Venetian Macao (parcel 1), Four Seasons Macao (parcel 2) and Sands Cotai Central (parcels 5 and 6) are located and The Parisian Macao (parcel 3) is being constructed. The Company does not own these land sites in Macao; however, the land concessions grant the Company exclusive use of the land. As specified in the land concessions, the Company is required to pay premiums for each parcel, as well as annual rent for the term of the land concessions.

During the year ended December 31, 2013, the Company made payments of 355.3 million patacas (approximately $44.5 million at exchange rates in effect on December 31, 2013) as final payment of the land premium for Sands Cotai Central.

In addition to the land premium payments for the Macao leasehold interests in land, the Company is required to make annual rent payments in the amounts and at the times specified in the land concessions. The rent amounts may be revised every five years by the Macao government. As of December 31, 2013, the Company was obligated under its land concessions to make future rental payments as follows (in thousands):

2014	$	3,453
2015	4,227
2016	5,283
2017	5,283
2018	5,283
Thereafter	75,972
	$	99,501

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Property and Equipment, Net

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Property and Equipment, Net

Property and equipment consists of the following (in thousands):

	December 31,
	2013			2012
Land and improvements	$	553,561		$	515,538
Building and improvements	15,226,566			14,414,026
Furniture, fixtures, equipment and leasehold improvements	2,849,502			2,557,071
Transportation	439,976			411,671
Construction in progress	1,150,349			1,824,531
	20,219,954			19,722,837
Less — accumulated depreciation and amortization	(4,861,001		)	(3,956,089		)
	$	15,358,953		$	15,766,748

Construction in progress consists of the following (in thousands):

	December 31,
	2013		2012
Four Seasons Macao (principally the Four Seasons Apartments)	$	394,404	$	415,367
The Parisian Macao	318,914		59,510
Sands Cotai Central	111,704		913,432
Other	325,327		436,222
	$	1,150,349	$	1,824,531

The $325.3 million in other construction in progress consists primarily of construction of the Las Vegas Condo Tower and various projects at The Venetian Macao.

In accordance with the April 2004 purchase and sale agreement, as amended, between Venetian Casino Resort, LLC (“VCR”) and GGP (the “Amended Agreement”), the Company sold the portion of the Grand Canal Shoppes located within The Palazzo (formerly referred to as "The Shoppes at the Palazzo," see “— Note 12 — Mall Sales — The Shoppes at The Palazzo”). Under terms of the settlement with GGP on June 24, 2011, the Company retained the $295.4 million of proceeds previously received and participates in certain potential future revenues earned by GGP. Under generally accepted accounting principles, the transaction has not been accounted for as a sale because the Company’s participation in certain potential future revenues constitutes continuing involvement in The Shoppes at The Palazzo. Therefore, $266.2 million of the proceeds allocated to the mall sale transaction has been recorded as deferred proceeds (a long-term financing obligation), which will accrue interest at an imputed rate and will be offset by (i) imputed rental income and (ii) rent payments made to GGP related to spaces leased back from GGP by the Company. The property and equipment legally sold to GGP totaling $239.3 million (net of $72.1 million of accumulated depreciation) as of December 31, 2013, will continue to be recorded on the Company’s consolidated balance sheet and will continue to be depreciated in the Company’s consolidated statement of operations.

The cost and accumulated depreciation of property and equipment that the Company is leasing to third parties, primarily as part of its mall operations, was $1.04 billion and $203.3 million, respectively, as of December 31, 2013. The cost and accumulated depreciation of property and equipment that the Company is leasing to these third parties was $1.01 billion and $154.2 million, respectively, as of December 31, 2012.

The cost and accumulated depreciation of property and equipment that the Company is leasing under capital lease arrangements was $41.0 million and $12.5 million, respectively, as of December 31, 2013. The cost and accumulated depreciation of property and equipment that the Company is leasing under capital lease arrangements was $38.8 million and $8.8 million, respectively, as of December 31, 2012.

During the year ended December 31, 2013, no assets were impaired. In May 2012, the Company withdrew its appeal regarding the Company’s application not being approved by the Macao government for a land concession related to its Cotai Strip development (formerly referred to as parcels 7 and 8) and recorded an impairment loss of $100.7 million during the year ended December 31, 2012, related to the capitalized construction costs of its development on parcels 7 and 8. The Company also recorded a one-time impairment loss of $42.9 million related to the termination of the ZAiA show at The Venetian Macao during the year ended December 31, 2012.

The Company suspended portions of its development projects. As described in “— Note 1 — Organization and Business of Company,” the Company may be required to record an impairment charge related to these developments in the future.

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Related Party Transactions

12 Months Ended

Dec. 31, 2013

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

During the years ended December 31, 2013, 2012 and 2011, the Principal Stockholder and his family purchased certain lodging, banquet room, catering goods and services and procurement services from the Company for approximately $1.7 million, $1.3 million and $0.5 million, respectively.

During the years ended December 31, 2013, 2012 and 2011, the Company incurred and paid certain expenses totaling $11.4 million, $11.7 million and $16.5 million, respectively, to its Principal Stockholder related to the Company’s use of his personal aircraft for business purposes. In addition, during the years ended December 31, 2013, 2012 and 2011, the Company charged and received from the Principal Stockholder $17.6 million,$15.4 million and $15.2 million, respectively, related to aviation costs incurred by the Company for the Principal Stockholder’s use of Company aviation personnel and assets for personal purposes. See “— Note 9 — Equity — Other Equity Transactions” regarding the Company’s purchase of a Boeing 747 airplane from an entity controlled by the Principal Stockholder in June 2012.

On November 15, 2011, the Company paid $577.5 million to redeem all of the Preferred Stock held by the Principal Stockholder’s family. On March 2, 2012, the Principal Stockholder’s family exercised all of their outstanding Warrants to purchase 87,500,175 shares of the Company’s common stock for $6.00 per share and paid $525.0 million in cash as settlement of the Warrant exercise price. See “— Note 9 — Equity — Preferred Stock and Warrants — Preferred Stock Issued to Principal Stockholder’s Family.”

During the year ended December 31, 2003, the Company purchased the lease interest and assets of Carnevale Coffee Bar, LLC, in which the Principal Stockholder is a partner, for $3.1 million, payable in installments of $0.6 million during 2003, and approximately $0.3 million annually over 10 years, beginning in 2004 through September 1, 2013.

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Mall Sales

12 Months Ended

Dec. 31, 2013

Mall Sales [Abstract]

Mall Sales

Mall Sales

The Grand Canal Shoppes at The Venetian Las Vegas

In April 2004, the Company entered into an agreement to sell the portion of the Grand Canal Shoppes located within The Venetian Las Vegas (formerly referred to as "The Grand Canal Shoppes') and lease certain restaurant and other retail space at the casino level of The Venetian Las Vegas (the “Master Lease”) to GGP for approximately $766.0 million (the “Mall Sale”). The Mall Sale closed in May 2004, and the Company realized a gain of $417.6 million in connection with the Mall Sale. Under the Master Lease agreement, The Venetian Las Vegas leased nineteen retail and restaurant spaces on its casino level to GGP for 89 years with annual rent of one dollar and GGP assumed the various leases. In accordance with related accounting standards, the Master Lease agreement does not qualify as a sale of the real property assets, which real property was not separately legally demised. Accordingly, $109.2 million of the transaction has been deferred as prepaid operating lease payments to The Venetian Las Vegas, which will amortize into income on a straight-line basis over the 89-year lease term. During each of the years ended December 31, 2013, 2012 and 2011, $1.2 million of this deferred item was amortized and included in convention, retail and other revenue. In addition, the Company agreed with GGP to: (i) continue to be obligated to fulfill certain lease termination and asset purchase agreements as further described in “— Note 13 — Commitments and Contingencies — Other Ventures and Commitments”; (ii) lease theater space located within The Grand Canal Shoppes from GGP for a period of 25 years with fixed minimum rent of $3.3 million per year with cost of living adjustments; (iii) operate the Gondola ride under an operating agreement for a period of 25 years for an annual fee of $3.5 million; and (iv) lease certain office space from GGP for a period of 10 years, subject to extension options for a period of up to 65 years, with annual rent of approximately $0.9 million. The lease payments under clauses (ii) through (iv) above are subject to automatic increases beginning on the sixth lease year. The net present value of the lease payments under clauses (ii) through (iv) on the closing date of the sale was $77.2 million. In accordance with related accounting standards, a portion of the transaction must be deferred in an amount equal to the present value of the minimum lease payments set forth in the lease back agreements. This deferred gain will be amortized to reduce lease expense on a straight-line basis over the lives of the leases. During each of the years ended December 31, 2013, 2012 and 2011, $3.5 million of this deferred item was amortized as an offset to convention, retail and other expense.

As of December 31, 2013, the Company was obligated under (ii), (iii), and (iv) above to make future payments as follows (in thousands):

2014	$	7,725
2015	7,497
2016	7,497
2017	7,497
2018	7,497
Thereafter	83,810
	$	121,523

The Shoppes at The Palazzo

The Company contracted to sell a portion of the Grand Canal Shoppes (formerly referred to as The Shoppes at The Palazzo) to GGP and under the terms of the settlement with GGP on June 24, 2011, the Company retained $295.4 million of proceeds received and participates in certain potential future revenues earned by GGP. Pursuant to the Amended Agreement, the Company agreed with GGP to lease certain spaces located within The Shoppes at The Palazzo for a period of 10 years with total fixed minimum rents of $0.7 million per year, subject to extension options for a period of up to 10 years and automatic increases beginning on the second lease year. As of December 31, 2013, the Company was obligated to make future payments of approximately $0.8 million annually for the year ended December 31, 2014, approximately $0.9 million annually for the three years ended December 31, 2017, and $0.5 million for the year ended December 31, 2018. In accordance with related accounting standards, the transaction has not been accounted for as a sale because the Company’s participation in certain potential future revenues constitutes continuing involvement in The Shoppes at The Palazzo. Therefore, $268.5 million of the mall sale transaction has been recorded as deferred proceeds from the sale as of December 31, 2013, which accrues interest at an imputed interest rate offset by (i) imputed rental income and (ii) rent payments made to GGP related to those spaces leased back from GGP.

In the Amended Agreement, the Company agreed to lease certain restaurant and retail space on the casino level of The Palazzo to GGP pursuant to a master lease agreement (“The Palazzo Master Lease”). Under The Palazzo Master Lease, which was executed concurrently with, and as a part of, the closing on the sale of The Shoppes at The Palazzo to GGP on February 29, 2008, The Palazzo leased nine restaurant and retail spaces on its casino level to GGP for 89 years with annual rent of one dollar and GGP assumed the various tenant operating leases for those spaces. In accordance with related accounting standards, The Palazzo Master Lease does not qualify as a sale of the real property, which real property was not separately legally demised. Accordingly, $22.5 million of the mall sale transaction has been deferred as prepaid operating lease payments to The Palazzo, which is amortized into income on a straight-line basis over the 89-year lease term, while $4.1 million of the total proceeds from the mall sale transaction (which represented the portion of the proceeds in excess of the guaranteed purchase price that was allocated to The Palazzo Master Lease) has been recognized as contingent rent revenue and included in convention, retail and other revenue during the year ended December 31, 2011.

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Stock-Based Employee Compensation - Summary of Stock Option Activity for Company's Equity Award Plans (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Exercised, Shares	(2,777,127)	(2,387,831)	(2,549,131)
LVSC 2004 Plan
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding as of the beginning of the period, Shares	9,790,460
Granted, Shares	287,558	537,000	263,000
Exercised, Shares	(2,777,127)
Forfeited, Shares	(393,700)
Outstanding as of the end of the period, Shares	6,907,191	9,790,460
Exercisable as of December 31, 2013	5,426,053
Outstanding at beginning, Weighted Average Exercise Price	$ 40.16
Granted, Weighted Average Exercise Price	$ 56.55
Exercised, Weighted Average Exercise Price	$ 18.08
Forfeited, Weighted Average Exercise Price	$ 49.43
Outstanding at end, Weighted Average Exercise Price	$ 49.18	$ 40.16
Exercisable as of December 31, 2013	$ 50.87
Outstanding, Weighted Average Remaining Contractual Life (Years)	4 years 3 months 28 days
Exercisable, Weighted Average Remaining Contractual Life (Years)	3 years 6 months
Outstanding, Aggregate Intrinsic Value	$ 212,321,939
Exercisable, Aggregate Intrinsic Value	159,166,034
SCL Equity Plan
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding as of the beginning of the period, Shares	23,323,640
Granted, Shares	4,536,800	7,762,000	9,987,000
Exercised, Shares	(7,779,586)
Forfeited, Shares	(2,473,808)
Outstanding as of the end of the period, Shares	17,607,046	23,323,640
Exercisable as of December 31, 2013	3,059,475
Outstanding at beginning, Weighted Average Exercise Price	$ 2.66
Granted, Weighted Average Exercise Price	$ 5.60
Exercised, Weighted Average Exercise Price	$ 2.48
Forfeited, Weighted Average Exercise Price	$ 2.79
Outstanding at end, Weighted Average Exercise Price	$ 3.49	$ 2.66
Exercisable as of December 31, 2013	$ 2.37
Outstanding, Weighted Average Remaining Contractual Life (Years)	8 years 0 months 4 days
Exercisable, Weighted Average Remaining Contractual Life (Years)	7 years 1 month 17 days
Outstanding, Aggregate Intrinsic Value	81,620,386
Exercisable, Aggregate Intrinsic Value	$ 17,600,866

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Long-Term Debt

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

Long-term debt consists of the following (in thousands):

	December 31,
	2013			2012
Corporate and U.S. Related:
2013 U.S. Credit Facility — Term B (net of original issue discount of $11,250)	$	2,238,750		$	—
2013 U.S. Credit Facility — Revolving	590,000			—
Senior Secured Credit Facility — Term B	—			1,816,477
Senior Secured Credit Facility — Delayed Draws I and II	—			606,561
Senior Secured Credit Facility — Revolving	—			400,000
Airplane Financings	67,359			71,047
HVAC Equipment Lease	18,140			19,714
Other	2,335			3,689
Macao Related:
2011 VML Credit Facility	3,208,869			3,209,839
Other	7,910			7,313
Singapore Related:
2012 Singapore Credit Facility — Term	3,626,896			3,767,141
2012 Singapore Credit Facility — Revolving	—			327,578
Other	—			708
	9,760,259			10,230,067
Less — current maturities	(377,507		)	(97,802		)
Total long-term debt	$	9,382,752		$	10,132,265

Corporate and U.S. Related Debt

Senior Secured Credit Facility

In May 2007, the Company entered into a $5.0 billion senior secured credit facility (the “Senior Secured Credit Facility”), which originally consisted of a $3.0 billion funded term B loan (the “Term B Facility”), a $600.0 million delayed draw term B loan available for 12 months after closing (the “Delayed Draw I Facility”), a $400.0 million delayed draw term B loan available for 18 months after closing (the “Delayed Draw II Facility”) and a $1.0 billion revolving credit facility, of which up to $100.0 million was available on a swingline basis (the “Revolving Facility”). In August 2010, the Senior Secured Credit Facility was amended to, among other things, modify certain financial covenants, including increasing the maximum leverage ratio for the quarterly periods through June 30, 2012.

In addition to the amendment, certain lenders elected to extend the maturity of $1.42 billion in aggregate principal amount of the Term B Facility to November 2016 (the “Extended Term B Facility”), $284.5 million in aggregate principal amount of the Delayed Draw I Facility to November 2016 (the “Extended Delayed Draw I Facility”), $207.9 million in aggregate principal amount of the Delayed Draw II Facility to November 2015 (the “Extended Delayed Draw II Facility,” collectively the “Extended Term Loans”) and to extend the availability of $532.5 million (after giving effect to the reductions described below) of the Revolving Facility to May 2014 (the “Extended Revolving Facility”). As part of the extension, the Company was required to pay down $1.0 billion in aggregate principal amount of the Extended Term Loans and the commitments under the Revolving Facility were reduced from $1.0 billion to $750.0 million.

In addition to the pay down of $1.0 billion of the Extended Term Loans described above, the Company paid down $775.9 million under the Revolving Facility during the year ended December 31, 2010. The Company terminated the Revolving Facility in December 2011 and recorded a $0.5 million loss on early retirement as a result. The Company paid down $400.0 million under the Senior Secured Credit Facility during the year ended December 31, 2012, and recorded a $1.6 million loss on early retirement of debt as a result.

Borrowings under the Senior Secured Credit Facility, as amended, bore interest, at the Company’s option, at either an adjusted Eurodollar rate or at an alternative base rate plus a credit spread. For base rate borrowings, the initial credit spread was 0.5% per annum and 0.75% per annum for the Revolving Facility and the term loans, respectively, and 1.25% per annum and 1.75% per annum for the Extended Revolving Facility and the Extended Term Loans, respectively. For Eurodollar rate borrowings, the initial credit spread was 1.5% per annum and 1.75% per annum for the Revolving Facility and the term loans, respectively, and 2.25% per annum and 2.75% per annum for the Extended Revolving Facility and Extended Term Loans, respectively. These spreads would be reduced if the Company’s “corporate rating” (as defined in the Senior Secured Credit Facility) increased to at least Ba2 by Moody’s and at least BB by Standard & Poor’s Ratings Group (“S&P”), subject to certain additional conditions. The spread for the Extended Revolving Facility would be further reduced if the Company’s “corporate rating” increased to at least Ba1 or higher by Moody’s and at least BB+ or higher by S&P, subject to certain additional conditions. The weighted average interest rate for the Senior Secured Credit Facility was 2.3% and 2.5% for the years ended December 31, 2013 and 2012, respectively.

The Company paid a commitment fee of 0.375% per annum on the undrawn amounts under the Extended Revolving Facility, as well as a commitment fee equal to 0.75% per annum and 0.5% per annum on the undrawn amounts under the Delayed Draw I and II Facilities, respectively.

In December 2013, borrowings under the new 2013 U.S. Credit Facility (as further described below) were used to repay the outstanding balance on the Senior Secured Credit Facility. The Company recorded a $14.2 million loss on modification or early retirement of debt during the year ended December 31, 2013.

2013 U.S. Credit Facility

In December 2013, the Company entered into a $3.5 billion senior secured credit facility (the “2013 U.S. Credit Facility”), which consists of a $2.25 billion funded term B loan (the “2013 U.S. Term B Facility”) with an original issue discount of $11.3 million and a $1.25 billion revolving credit facility (the “2013 U.S. Revolving Facility”). As of December 31, 2013, the Company had $655.5 million of available borrowing capacity under the 2013 U.S. Revolving Facility, net of outstanding letters of credit. Subsequent to year end, the Company borrowed $500.0 million under the 2013 U.S. Revolving Facility.

The 2013 U.S. Term B Facility matures on December 19, 2020, and is subject to quarterly amortization payments of $5.6 million, which begin on March 31, 2014, followed by a balloon payment of $2.10 billion due on December 19, 2020. The 2013 U.S. Revolving Facility has no interim amortization payments and matures on December 19, 2018.

The 2013 U.S. Credit Facility is guaranteed by certain of the Company’s domestic subsidiaries (the “Guarantors”). The obligations under the 2013 U.S. Credit Facility and the guarantees of the Guarantors are collateralized by a first-priority security interest in substantially all of Las Vegas Sands, LLC (“LVSLLC”) and the Guarantors’ assets, other than capital stock and similar ownership interests, certain furniture, fixtures and equipment, and certain other excluded assets.

Borrowings under the 2013 U.S. Credit Facility bear interest, at the Company’s option, at either an adjusted Eurodollar rate or at an alternative base rate plus a credit spread. For base rate borrowings, the initial credit spread is 0.5% per annum and 1.5% per annum for the 2013 U.S. Revolving Facility and the 2013 U.S. Term B Facility, respectively. For Eurodollar rate borrowings, the initial credit spread is 1.5% per annum and 2.5% per annum for the 2013 U.S. Revolving Facility and the 2013 U.S. Term B Facility (subject to a Eurodollar rate floor of 0.75%), respectively (the interest rates were set at 3.3% and 1.7% for the 2013 U.S. Term B Facility and 2013 U.S. Revolving Facility, respectively, as of December 31, 2013). The weighted average interest rate for the 2013 U.S Credit Facility was 2.9% during the period ended December 31, 2013.

The Company pays a commitment fee of 0.35% per annum on the undrawn amounts under the 2013 U.S. Revolving Facility, which will be reduced if certain corporate ratings are achieved, subject to certain additional conditions.

The 2013 U.S. Credit Facility contains affirmative and negative covenants customary for such financings, including, but not limited to, limitations on incurring additional liens, incurring additional indebtedness, making certain investments and acquiring and selling assets. The 2013 U.S. Credit Facility also requires the Guarantors to comply with financial covenants, including, but not limited to, a maximum ratio of net debt outstanding to adjusted earnings before interest, income taxes, depreciation and amortization, as defined (“Adjusted EBITDA”) to the extent there is an outstanding balance on the 2013 U.S. Revolving Facility or certain letters of credit are outstanding. The maximum leverage ratio is 5.5x for all applicable quarterly periods through maturity. The 2013 U.S. Credit Facility also contains conditions and events of default customary for such financings. As of December 31, 2013, approximately $4.96 billion of net assets of LVSLLC were restricted from being distributed under the terms of the 2013 U.S. Credit Facility.

Senior Notes

On February 10, 2005, LVSC sold in a private placement transaction $250.0 million in aggregate principal amount of its 6.375% senior notes due 2015 with an original issue discount of $2.3 million. In June 2005, the senior notes were exchanged for substantially similar senior notes (the “Senior Notes”), which were registered under the federal securities laws. The Senior Notes were set to mature on February 15, 2015. In March 2012, the Company redeemed the remaining balance of Senior Notes outstanding for $191.7 million and recorded a $2.8 million loss on early retirement of debt during the year ended December 31, 2012.

Airplane Financings

In February 2007, the Company entered into promissory notes totaling $72.0 million to finance the purchase of one airplane and to finance two others that the Company already owned. The notes consist of balloon payment promissory notes and amortizing promissory notes, all of which have ten-year maturities and are collateralized by the related aircraft. The notes bear interest at three-month London Inter-Bank Offered Rate (“LIBOR”) plus 1.5% per annum (set at 1.8% as of December 31, 2013). The amortizing notes, totaling $28.8 million, are subject to quarterly amortization payments of $0.7 million, which began June 1, 2007. The balloon notes, totaling $43.2 million, mature on March 1, 2017, and have no interim amortization payments. The weighted average interest rate on the notes was 1.8% and 2.0% during the years ended December 31, 2013 and 2012, respectively.

In April 2007, the Company entered into promissory notes totaling $20.3 million to finance the purchase of an additional airplane. The notes have ten-year maturities and consist of a balloon payment promissory note and an amortizing promissory note. The notes bear interest at three-month LIBOR plus 1.25% per annum (set at 1.6% as of December 31, 2013). The $8.1 million amortizing note is subject to quarterly amortization payments of $0.2 million, which began June 30, 2007. The $12.2 million balloon note matures on March 31, 2017, and has no interim amortization payments. The weighted average interest rate on the notes was 1.6% and 1.7% during the years ended December 31, 2013 and 2012, respectively.

HVAC Equipment Lease

In July 2009, the Company entered into a capital lease agreement with its current heating, ventilation and air conditioning (“HVAC”) provider (the “HVAC Equipment Lease”) to provide the operation and maintenance services for the HVAC equipment in Las Vegas. The lease has a 10-year term with a purchase option at the third, fifth, seventh and tenth anniversary dates. The Company is obligated under the agreement to make monthly payments of approximately $300,000 for the first year with automatic decreases of approximately $14,000 per month on every anniversary date. The HVAC Equipment Lease was capitalized at the present value of the future minimum lease payments at lease inception.

Macao Related Debt

2011 VML Credit Facility

On September 22, 2011, two subsidiaries of the Company, VML US Finance LLC, the Borrower, and Venetian Macau Limited ("VML"), as guarantor, entered into a credit agreement (the “2011 VML Credit Facility”), providing for up to $3.7 billion (or equivalent in Hong Kong dollars or Macao patacas), which consists of a $3.2 billion term loan (the “2011 VML Term Facility”) that was fully drawn on November 15, 2011, and a $500.0 million revolving facility (the “2011 VML Revolving Facility”), none of which was drawn as of December 31, 2013, that is available until October 15, 2016. Borrowings under the facility were used to repay outstanding indebtedness under previous credit facilities (the "VML Credit Facility" and the "VOL Credit Facility") and will be used for working capital requirements and general corporate purposes, including for the development, construction and completion of certain components of Sands Cotai Central. The Company recorded a charge of $22.1 million for loss on modification or early retirement of debt during the year ended December 31, 2011, as part of refinancing the VML and VOL Credit Facilities.

The indebtedness under the 2011 VML Credit Facility is guaranteed by VML, Venetian Cotai Limited, Venetian Orient Limited and certain of the Company’s other foreign subsidiaries (collectively, the “2011 VML Guarantors”). The obligations under the 2011 VML Credit Facility are collateralized by a first-priority security interest in substantially all of the Borrower’s and the 2011 VML Guarantors’ assets, other than (1) capital stock and similar ownership interests, (2) certain furniture, fixtures, fittings and equipment and (3) certain other excluded assets.

The 2011 VML Term Facility will mature on November 15, 2016. Commencing with the quarterly period ending December 31, 2014, and at the end of each subsequent quarter through September 30, 2015, the Borrower is required to repay the outstanding 2011 VML Term Facility on a pro rata basis in an amount equal to 6.25% of the aggregate principal amount outstanding as of November 15, 2011. Commencing with the quarterly period ending on December 31, 2015, and at the end of each subsequent quarter through June 30, 2016, the Borrower is required to repay the outstanding 2011 VML Term Facility on a pro rata basis in an amount equal to 10.0% of the aggregate principal amount outstanding as of November 15, 2011. The remaining balance on the 2011 VML Term Facility and any balance on the 2011 VML Revolving Facility are due on the maturity date. In addition, the Borrower is required to further repay the outstanding 2011 VML Term Facility with a portion of its excess free cash flow (as defined by the 2011 VML Credit Facility) after the end of each year, unless the Borrower is in compliance with a specified consolidated leverage ratio (the “CLR”).

Borrowings under the 2011 VML Credit Facility bear interest at either the adjusted Eurodollar rate or an alternative base rate (in the case of U.S. dollar denominated loans) or Hong Kong Inter-bank Offered Rate ("HIBOR," in the case of Hong Kong dollar and Macao pataca denominated loans), as applicable, plus an initial spread of 2.25%. Beginning May 14, 2012, the spread for all outstanding loans is subject to reduction based on the CLR (interest rates set at 1.7% for the U.S. dollar, Hong Kong dollar and Macao pataca denominated loans as of December 31, 2013). The Borrower will also pay standby fees of 0.5% per annum on the undrawn amounts under the 2011 VML Revolving Facility (which commenced September 30, 2011) and the 2011 VML Term Facility (which commenced October 31, 2011). The weighted average interest rate on the 2011 VML Credit Facility was 1.8% and 2.1% for the years ended December 31, 2013 and 2012, respectively.

To meet the requirements of the 2011 VML Credit Facility, the Company entered into four interest rate cap agreements in September 2012 with a combined notional amount of $1.3 billion, which expire in November 2014. During 2013, the Company entered into two additional interest rate cap agreements with a combined notional amount of $300.0 million, which expire in November 2014. The provisions of the interest rate cap agreement entitle the Company to receive from the counterparty the amounts, if any, by which the selected market interest rate exceeds the strike rate (which range from 2.0% to 2.25%). These interest rate cap agreements were in addition to the following interest rate cap agreements for the VML and VOL Credit Facilities. To meet the requirements of the previous VML Credit Facility, the Company entered into an interest rate cap agreement in September 2009 with a notional amount of $1.59 billion, which expired in September 2012. The provisions of the interest rate cap agreement entitled the Company to receive from the counterparty the amounts, if any, by which the selected market interest rate exceeded the strike rate of 9.5%. To meet the requirements of the previous VOL Credit Facility, the Company entered into three interest rate cap agreements in September 2010 with a combined notional amount of $375.0 million, which expired in September 2013. The provisions of the interest rate cap agreement entitled the Company to receive from the counterparty the amounts, if any, by which the selected market interest rate exceeded the strike rate of 3.5%. There was no net effect on interest expense as a result of these interest rate cap agreements for the years ended December 31, 2013, 2012 and 2011.

The 2011 VML Credit Facility contains affirmative and negative covenants customary for such financings, including, but not limited to, limitations on liens, loans and guarantees, investments, acquisitions and asset sales, restricted payments and other distributions, affiliate transactions, certain capital expenditures and use of proceeds from the facility. The 2011 VML Credit Facility also requires the Borrower and VML to comply with financial covenants, including maximum ratios of total indebtedness to Adjusted EBITDA and minimum ratios of Adjusted EBITDA to net interest expense. The maximum leverage ratio is 4.0x for the quarterly periods ending December 31, 2013 through December 31, 2014, decreases to 3.5x for the quarterly periods ending March 31 through December 31, 2015, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity. The 2011 VML Credit Facility also contains events of default customary for such financings.

The Company is currently in the process of amending and restating its 2011 VML Credit Facility. The amendment will allow each lender holding term loans under the 2011 VML Credit Facility to extend the maturity of its term loans to 2020 and will provide for new revolving loan commitments of $2.0 billion. The Company will also have the option to raise incremental senior secured and unsecured debt under existing baskets within the amended credit facility. Proceeds from the amended credit facility, together with cash on hand, may be used to repay outstanding term loans that are not extended under the amended credit facility and fund ongoing development projects pursuant to the terms of the amended credit facility and general corporate operations. The amendment, which is subject to approval of the lenders and certain Macao government approvals, is anticipated to close during the first quarter of 2014. In conjunction with the amendment, the Company anticipates recording a loss on modification or extinguishment of debt.

Ferry Financing

In January 2008, in order to finance the purchase of ten ferries, the Company entered into a 1.21 billion Hong Kong dollar (“HKD,” approximately $155.9 million at exchange rates in effect on December 31, 2013) secured credit facility (the "Ferry Financing"), which was available for borrowing for up to 18 months after closing. The proceeds from the secured credit facility were used to reimburse the Company for cash spent to date on the progress payments made on the ferries and to finance the completion of the remaining ferries. The facility was collateralized by the ferries and guaranteed by VML.

In July 2008, the Company exercised the accordion option on the secured credit facility agreement that financed the Company’s original ten ferries and executed a supplement to the secured credit facility agreement. The supplement increased the secured credit facility by an additional HKD 561.6 million (approximately $72.4 million at exchange rates in effect on December 31, 2013). The proceeds from this supplemental facility were used to reimburse the Company for cash spent to date on the progress payments made on four additional ferries and to finance the remaining progress payments on those ferries. The supplemental facility was collateralized by the additional ferries and guaranteed by VML.

The facility, as amended on August 20, 2009, was set to mature in December 2015 and was subject to 26 quarterly payments of HKD 68.1 million (approximately $8.8 million at exchange rates in effect on December 31, 2013), which commenced in October 2009.

As part of the amendment, the credit spread increased by 50 basis points to 2.5% per annum for borrowings made in Hong Kong Dollars and accrued interest at HIBOR, or 2.5% per annum for borrowings made in U.S. Dollars and accrued interest at LIBOR. The weighted average interest rate for the facility was 2.9% for the year ended December 31, 2012.

The Company repaid the $131.6 million outstanding balance under the Ferry Financing and recorded a $1.7 million loss on early retirement of debt during the year ended December 31, 2012.

Singapore Related Debt

2012 Singapore Credit Facility

In June 2012, the Company’s wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”), entered into a SGD 5.1 billion (approximately $4.02 billion at exchange rates in effect on December 31, 2013) credit agreement (the "2012 Singapore Credit Facility"), providing for a fully funded SGD 4.6 billion (approximately $3.63 billion at exchange rates in effect on December 31, 2013) term loan (the “2012 Singapore Term Facility”) and a SGD 500.0 million (approximately $394.2 million at exchange rates in effect on December 31, 2013) revolving facility (the “2012 Singapore Revolving Facility”) that is available until November 25, 2017, which includes a SGD 100.0 million (approximately $78.8 million at exchange rates in effect on December 31, 2013) ancillary facility (the “2012 Singapore Ancillary Facility”). Borrowings under the 2012 Singapore Credit Facility were used to repay the outstanding balance under the previous Singapore credit facility. The Company recorded a $13.1 million loss on modification or early retirement of debt during the year ended December 31, 2012, as part of the refinancing of the facility. As of December 31, 2013, the Company had SGD 492.9 million (approximately $388.7 million at exchange rates in effect on December 31, 2013) available for borrowing, net of outstanding letters of credit.

The indebtedness under the 2012 Singapore Credit Facility is collateralized by a first-priority security interest in substantially all of MBS’s assets, other than capital stock and similar ownership interests, certain furniture, fixtures and equipment and certain other excluded assets.

The 2012 Singapore Term Facility matures on June 25, 2018, with MBS required to repay or prepay the 2012 Singapore Credit Facility under certain circumstances. Commencing with the quarterly period ending September 30, 2014, and at the end of each quarter thereafter, MBS is required to repay the outstanding 2012 Singapore Term Facility in an amount increasing from 2.0% (September 30, 2014) to 8.0% (March 31, 2017 to March 31, 2018) of the aggregate principal amount outstanding of SGD 4.6 billion (approximately $3.63 billion at exchange rates in effect on December 31, 2013). The remaining balance on the 2012 Singapore Term Facility is due on the maturity date. The 2012 Singapore Revolving Facility matures on December 25, 2017, and has no interim amortization payments.

Borrowings under the 2012 Singapore Credit Facility bear interest at the Singapore Swap Offered Rate ("SOR") plus a spread of 1.85%. Beginning December 23, 2012, the spread for all outstanding loans is subject to reduction based on a ratio of debt to Adjusted EBITDA (interest rate set at approximately 1.8% as of December 31, 2013). MBS pays a standby commitment fee of 35% to 40% of the spread per annum on all undrawn amounts under the 2012 Singapore Revolving Facility. The weighted average interest rate for the 2012 Singapore Credit Facility was 1.9% and 2.1% for the years ended December 31, 2013 and 2012, respectively.

In connection with the 2012 Singapore Credit Facility, the Company entered into an interest rate cap agreement in 2013, with a notional amount of SGD 100.0 million (approximately $78.8 million at exchange rates in effect on December 31, 2013), which has a three-year term and expires May 2016. The provisions of the interest rate cap agreement entitle the Company to receive from the counterparties the amounts, if any, by which the selected market interest rate exceeds the strike rate of 3.5% as stated in such agreement. This interest rate cap agreement was in addition to the following interest rate cap agreements entered into for the previous Singapore credit facility. To meet the requirements of the previous Singapore credit facility, the Company entered into nine interest rate cap agreements in 2008, with a combined notional amount of SGD 1.41 billion (approximately $1.1 billion at exchange rates in effect on December 31, 2013), all of which had three-year terms and expired between June and December 2011. The maturity date of one of the interest rate cap agreements, with a notional amount of SGD 50.0 million (approximately $39.4 million at exchange rates in effect on December 31, 2013), was extended until August 2013. During 2009, the Company entered into 14 additional interest rate cap agreements, with a combined notional amount of SGD 850.0 million (approximately $670.2 million at exchange rates in effect on December 31, 2013), all of which had three-year terms and expired between March and December 2012. During 2010, the Company entered into seven additional interest rate cap agreements, with a combined notional amount of SGD 365.0 million (approximately $287.8 million at exchange rates in effect on December 31, 2013), all of which had three-year terms and expired between January and June 2013. During 2011, the Company entered into 12 additional interest rate cap agreements, with a combined notional amount of SGD 1.15 billion (approximately $906.7 million at exchange rates in effect on December 31, 2013), all of which have three-year terms and expire between May and August 2014. During 2012, the Company entered into three additional interest rate cap agreements, with a combined notional amount of SGD 200.0 million (approximately $157.7 million at exchange rates in effect on December 31, 2013), all of which have three-year terms and expire between April and May 2015. The provisions of the interest rate cap agreements entitle the Company to receive from the counterparties the amounts, if any, by which the selected market interest rates exceed the strike rate (which range from 3.0% to 4.5%) as stated in such agreements. There was no net effect on interest expense as a result of these interest rate cap agreements for the years ended December 31, 2013, 2012 and 2011.

The 2012 Singapore Credit Facility contains affirmative and negative covenants customary for such financings, including, but not limited to, limitations on liens, indebtedness, loans and guarantees, investments, acquisitions and asset sales, restricted payments, affiliate transactions and use of proceeds from the facilities. The 2012 Singapore Credit Facility also requires MBS to comply with financial covenants, including maximum ratios of total indebtedness to Adjusted EBITDA, minimum ratios of Adjusted EBITDA to interest expense and a positive net worth requirement. The maximum leverage ratio is 3.5x for the quarterly periods ending December 31, 2013 through December 31, 2014, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity.The 2012 Singapore Credit Facility also contains events of default customary for such financings.

Cash Flows from Financing Activities

Cash flows from financing activities related to long-term debt and capital lease obligations are as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Proceeds from 2013 U.S. Credit Facility	$	2,828,750		$	—		$	—
Proceeds from Senior Secured Credit Facility	250,000			400,000			—
Proceeds from 2012 Singapore Credit Facility	104,357			3,951,486			—
Proceeds from 2011 VML Credit Facility	—			—			3,201,535
	$	3,183,107		$	4,351,486		$	3,201,535
Repayments on Senior Secured Credit Facility	$	(3,073,038	)	$	(425,555	)	$	(28,937	)
Repayments on 2012 Singapore Credit Facility	(430,504		)	—			—
Repayments on Singapore Credit Facility	—			(3,635,676		)	(418,564		)
Repayments on VML Credit Facility	—			—			(2,060,819		)
Repayments on VOL Credit Facility	—			—			(749,660		)
Redemption or repurchase and cancellation of Senior Notes	—			(189,712		)	—
Repayments on Airplane Financings	(3,688		)	(3,688		)	(3,688		)
Repayments on Ferry Financing	—			(140,337		)	(35,002		)
Repayments on HVAC Equipment Lease and Other Long-Term Debt	(5,802		)	(4,730		)	(3,640		)
	$	(3,513,032	)	$	(4,399,698	)	$	(3,300,310	)

Scheduled Maturities of Capital Lease Obligations and Long-Term Debt

Maturities of capital lease obligations and long-term debt outstanding as of December 31, 2013, are summarized as follows (in thousands):

	Capital Lease Obligations			Long-term Debt
2014	$	6,418		$	372,727
2015	5,182			1,565,461
2016	4,824			3,018,677
2017	3,449			1,239,404
2018	2,357			1,410,417
Thereafter	11,561			2,137,500
	33,791			9,744,186
Less — amount representing interest	(6,468		)	—
Total	$	27,323		$	9,744,186

Fair Value of Long-Term Debt

The estimated fair value of the Company’s long-term debt as of December 31, 2013 and 2012, was approximately $9.72 billion and $10.12 billion, respectively, compared to its carrying value of $9.74 billion and $10.20 billion, respectively. The estimated fair value of the Company’s long-term debt is based on level 2 inputs (quoted prices in markets that are not active).

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Other Accrued Liabilities - Other Accrued Liability (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Disclosure Other Accrued Liabilities Other Accrued Liability [Abstract]
Outstanding gaming chips and tokens	$ 572,121	$ 534,323
Taxes and licenses	570,111	428,300
Customer deposits	450,550	388,355
Payroll and related	308,404	264,142
Other accruals	293,680	280,363
Other accrued liabilities, total	$ 2,194,866	$ 1,895,483

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Intangible Assets, Net

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

Intangible Assets, Net

Intangible assets consist of the following (in thousands):

	December 31,
	2013			2012
Sands Bethlehem gaming license and certificate	$	66,500		$	66,500
Marina Bay Sands gaming license	44,942			30,710
Less — accumulated amortization	(10,195		)	(27,440		)
	34,747			3,270
Trademarks and other	1,141			1,139
Less — accumulated amortization	(307		)	(291		)
	834			848
Total intangible assets, net	$	102,081		$	70,618

In August 2007 and July 2010, the Company was issued a gaming license and certificate from the Pennsylvania Gaming Control Board for its slots and table games operations at Sands Bethlehem, respectively, which were acquired for $50.0 million and $16.5 million, respectively. The license and certificate were determined to have indefinite lives and therefore, are not subject to amortization. In April 2013, the Company paid 57.0 million Singapore dollars ("SGD," approximately $44.9 million at exchange rates in effect on December 31, 2013) to the Singapore Casino Regulatory Authority (the “CRA”) as part of the process to renew its gaming license at Marina Bay Sands. This license is being amortized over its three-year term, which expires in April 2016, and is renewable upon submitting an application, paying the applicable license fee and meeting the requirements as determined by the CRA.

Amortization expense was $13.6 million, $10.0 million and $10.0 million for the years ended December 31, 2013, 2012 and 2011, respectively. The estimated future amortization expense is approximately $15.0 million for each of the next two years and $4.8 million thereafter.

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Other Accrued Liabilities

12 Months Ended

Dec. 31, 2013

Payables and Accruals [Abstract]

Other Accrued Liabilities

Other Accrued Liabilities

Other accrued liabilities consist of the following (in thousands):

	December 31,
	2013		2012
Outstanding gaming chips and tokens	$	572,121	$	534,323
Taxes and licenses	570,111		428,300
Customer deposits	450,550		388,355
Payroll and related	308,404		264,142
Other accruals	293,680		280,363
	$	2,194,866	$	1,895,483

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Equity

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

Equity

Equity

Preferred Stock and Warrants

In November 2008, the Company issued 10,446,300 shares of its 10% Series A Cumulative Perpetual Preferred Stock (the “Preferred Stock”) and warrants to purchase up to an aggregate of approximately 174,105,348 shares of common stock at an exercise price of $6.00 per share and an expiration date of November 16, 2013 (the “Warrants”). Units consisting of one share of Preferred Stock and one Warrant to purchase 16.6667 shares of common stock were sold for $100 per unit. As described further below, the outstanding Preferred Stock was redeemed in whole by the Company on November 15, 2011, at a redemption price of $110 per share. Holders of the Preferred Stock had no rights to exchange or convert such shares into any other securities.

Preferred Stock Issued to Public

Of the 10,446,300 shares of Preferred Stock issued, the Company issued 5,196,300 shares to the public together with Warrants to purchase up to an aggregate of approximately 86,605,173 shares of its common stock and received gross proceeds of $519.6 million ($503.6 million, net of transaction costs). The allocated carrying values of the Preferred Stock and Warrants on the date of issuance (based on their relative fair values) were $298.1 million and $221.5 million, respectively.

During the year ended December 31, 2013, the remaining 3,500 Warrants were exercised to purchase an aggregate of 64,562 shares of the Company’s common stock at $6.00 per share and $0.3 million in cash was received as settlement of the Warrant exercise price.

During the year ended December 31, 2012, 39,070 Warrants were exercised to purchase an aggregate of 655,496 shares of the Company’s common stock at $6.00 per share and $3.9 million in cash was received as settlement of the Warrant exercise price.

During the year ended December 31, 2011, holders of Preferred Stock exercised 1,317,220 Warrants to purchase an aggregate of 21,953,704 shares of the Company’s common stock at $6.00 per share and tendered 1,192,100 shares of Preferred Stock and $12.5 million in cash as settlement of the Warrant exercise price. In conjunction with certain of these transactions, the Company paid $16.9 million in premiums to induce the exercise of Warrants with settlement through tendering Preferred Stock. During the year ended December 31, 2011, the Company also repurchased and retired 736,629 shares of Preferred Stock for $82.3 million.

Preferred Stock Issued to Principal Stockholder’s Family

Of the 10,446,300 shares of Preferred Stock issued, the Company issued 5,250,000 shares to the Principal Stockholder’s family together with Warrants to purchase up to an aggregate of approximately 87,500,175 shares of its common stock and received gross proceeds of $525.0 million ($523.7 million, net of transaction costs). The allocated carrying values of the Preferred Stock and Warrants on the date of issuance (based on their relative fair values) were $301.1 million and $223.9 million, respectively. The Preferred Stock amount had been recorded as mezzanine equity as the Principal Stockholder and his family have a greater than 50% ownership of the Company and therefore had the ability to require the Company to redeem their Preferred Stock beginning November 15, 2011.

As the Preferred Stock issued to the Principal Stockholder’s family was being accounted for as redeemable at the option of the holder, the balance was accreted to the redemption value of $577.5 million over three years. Due to the redemption of the Preferred Stock on November 15, 2011, there were no accumulated or undeclared dividends as of December 31, 2011.

A summary of the Company’s Preferred Stock issued its Principal Stockholder’s family for the year ended December 31, 2011, is presented below (in thousands, except number of shares):

	Number of Shares		Amount
Balance as of January 1, 2011	5,250,000		$	503,379
Accretion to redemption value	—		80,975
Dividends declared, net of amounts previously accrued	—		45,646
Dividends paid	—		(52,500		)
Redemption of preferred stock	(5,250,000	)	(577,500		)
Balance as of December 31, 2011	—		$	—

On March 2, 2012, the Principal Stockholder’s family exercised all of their outstanding Warrants to purchase 87,500,175 shares of the Company’s common stock for $6.00 per share and paid $525.0 million in cash as settlement of the Warrant exercise price.

Preferred Stock Dividends

On February 15, May 16, August 15 and November 15, 2011, the Company paid a dividend of $2.50 per preferred share, totaling $75.3 million (of which $52.5 million was paid to the Principal Stockholder’s family).

Redemption of Preferred Stock

In August 2011, the Company’s Board of Directors approved the redemption of all outstanding Preferred Stock and on November 15, 2011, the Company paid $763.0 million to redeem all of the Preferred Stock outstanding and recorded a redemption premium of $88.8 million during the year ended December 31, 2011.

Common Stock

Dividends

On March 29, June 28, September 27 and December 31, 2013, the Company paid a dividend of $0.35 per common share as part of a regular cash dividend program. During the year ended December 31, 2013, the Company recorded $1.15 billion as a distribution against retained earnings (of which $604.2 million related to the Principal Stockholder’s family and the remaining $548.9 million related to all other shareholders).

On March 30, June 29, September 28 and December 28, 2012, the Company paid a dividend of $0.25 per common share as part of a regular cash dividend program. On December 18, 2012, the Company paid a special cash dividend of $2.75 per common share. During the year ended December 31, 2012, the Company recorded $3.09 billion as a distribution against retained earnings (of which $1.62 billion related to the Principal Stockholder’s family and the remaining $1.47 billion related to all other shareholders).

On January 28, 2014, as part of a regular cash dividend program, the Company’s Board of Directors declared a quarterly dividend of $0.50 per common share (a total estimated to be approximately $406 million) to be paid on March 31, 2014, to shareholders of record on March 21, 2014.

Repurchase Program

In June 2013, the Company’s Board of Directors approved a share repurchase program, which expires in June 2015, with an initial authorization of $2.0 billion. Repurchases of the Company’s common stock are made at the Company’s discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company’s financial position, earnings, legal requirements, other investment opportunities and market conditions. During the year ended December 31, 2013, the Company repurchased 8,570,281 shares of its common stock for $570.5 million (including commissions) under this program. Subsequent to year end through February 28, 2014, the Company repurchased 8,224,255 shares of its common stock for $663.8 million (including commissions) under this program. All share repurchases of the Company’s common stock have been recorded as treasury shares.

Rollfoward of Shares of Common Stock and Preferred Stock Issued to Public

A summary of the outstanding shares of common stock and preferred stock issued to the public is as follows:

	Preferred Stock		Common Stock
Balance as of January 1, 2011	3,614,923		707,507,982
Exercise of stock options	—		2,549,131
Issuance of restricted stock	—		1,250,381
Forfeiture of unvested restricted stock	—		(11,500	)
Exercise of warrants	(1,192,100	)	21,953,704
Repurchases and redemption of preferred stock	(2,422,823	)	—
Balance as of December 31, 2011	—		733,249,698
Exercise of stock options	—		2,387,831
Issuance of restricted stock	—		516,556
Forfeiture of unvested restricted stock	—		(12,000	)
Exercise of warrants	—		88,155,671
Balance as of December 31, 2012	—		824,297,756
Exercise of stock options	—		2,777,127
Issuance of restricted stock	—		146,848
Forfeiture of unvested restricted stock	—		(13,076	)
Repurchase of common stock	—		(8,570,281	)
Exercise of warrants	—		64,562
Balance as of December 31, 2013	—		818,702,936

Other Equity Transactions

In July 2012, the Company purchased a Boeing 747 airplane from an entity controlled by the Principal Stockholder for $34.0 million, based on independent third party appraisals. In accordance with accounting standards regarding transactions between entities under common control, the Company recorded the cost of the airplane at the Principal Stockholder’s book value at the date of the transaction, which was $15.4 million. The $18.6 million difference between the amount paid and the book value of the airplane (a gain to the Principal Stockholder) was recorded as a deemed distribution to the Principal Stockholder during the year ended December 31, 2012.

The Company believes that the purchase of the airplane allows it to meet the increased demand for high-end premium direct customer travel driven from the Company’s expanding global gaming operations and is an important component in creating the ultimate trans-Pacific transportation experience for its customers. The Company believes it would have been more costly to acquire the airplane in the open market due to the limited supply of similar aircraft with luxury features.

Noncontrolling Interests

SCL

On February 28 and June 21, 2013, SCL paid a dividend of HKD 0.67 and HKD 0.66 per share, respectively (a total of $1.38 billion), to SCL shareholders (of which the Company retained $970.2 million).

On February 28 and June 22, 2012, SCL paid a dividend of HKD 0.58 per share (a total of $1.20 billion), to SCL shareholders (of which the Company retained $844.4 million).

On January 24, 2014, the Board of Directors of SCL declared a dividend of HKD 0.87 per share and a special dividend of HKD 0.77 per share (a total of $1.71 billion, of which the Company retained $1.20 billion) to SCL shareholders of record on February 14, 2014, which was paid on February 26, 2014.

Other

In June 2011, the Company disposed of its interest in one of its majority owned subsidiaries, resulting in a loss of $3.7 million, which is included in loss on disposal of assets during the year ended December 31, 2011. In addition, during the years ended December 31, 2013, 2012 and 2011, the Company distributed $11.9 million, $10.5 million and $10.4 million, respectively, to certain of its noncontrolling interests.

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Long-Term Debt - Cash Flows from Financing Activities Related to Long-Term Debt (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Proceeds from long-term debt	$ 3,183,107	$ 4,351,486	$ 3,201,535
Repayments of long-term debt	(3,513,032)	(4,399,698)	(3,300,310)
2013 U.S. Credit Facility | UNITED STATES
Debt Instrument [Line Items]
Proceeds from long-term debt	2,828,750	0	0
2012 Singapore Credit Facility | SINGAPORE
Debt Instrument [Line Items]
Proceeds from long-term debt	104,357	3,951,486	0
Repayments of long-term debt	(430,504)	0	0
Senior Secured Credit Facility | UNITED STATES
Debt Instrument [Line Items]
Proceeds from long-term debt	250,000	400,000	0
Repayments of long-term debt	(3,073,038)	(425,555)	(28,937)
2011 VML Credit Facility | MACAU
Debt Instrument [Line Items]
Proceeds from long-term debt	0	0	3,201,535
VOL Credit Facility | MACAU
Debt Instrument [Line Items]
Repayments of long-term debt	0	0	(749,660)
Singapore Credit Facility | SINGAPORE
Debt Instrument [Line Items]
Repayments of long-term debt	0	(3,635,676)	(418,564)
VML Credit Facility | MACAU
Debt Instrument [Line Items]
Repayments of long-term debt	0	0	(2,060,819)
Senior Notes | UNITED STATES
Debt Instrument [Line Items]
Repayments of long-term debt	0	(189,712)	0
Ferry Financing | MACAU
Debt Instrument [Line Items]
Repayments of long-term debt	0	(140,337)	(35,002)
Airplane Financings | UNITED STATES
Debt Instrument [Line Items]
Repayments of long-term debt	(3,688)	(3,688)	(3,688)
HVAC Equipment Lease and Other Long-Term Debt
Debt Instrument [Line Items]
Repayments of long-term debt	$ (5,802)	$ (4,730)	$ (3,640)

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Stock-Based Employee Compensation - Summary of Unvested Restricted Stock and Stock Units (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
LVSC 2004 Plan | Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Unvested, Shares, Beginning Balance	1,116,697
Granted, Shares	46,848	517,000	1,250,000
Vested, Shares	(337,756)
Forfeited, Shares	(13,076)
Unvested, Shares, Ending Balance	912,713	1,116,697
Unvested, Weighted Average Grant Date Fair Value, Beginning Balance	$ 47.82
Granted, Weighted Average Grant Date Fair Value	$ 54.72	$ 52.97	$ 45.42
Vested, Weighted Average Grant Date Fair Value	$ 46.89
Forfeited, Weighted Average Grant Date Fair Value	$ 44.36
Unvested, Weighted Average Grant Date Fair Value, Ending Balance	$ 45.94	$ 47.82
LVSC 2004 Plan | Restricted stock units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Unvested, Shares, Beginning Balance	374,500
Granted, Shares	123,207	333,000	42,000
Vested, Shares
Forfeited, Shares	(10,000)
Unvested, Shares, Ending Balance	387,707	374,500
Unvested, Weighted Average Grant Date Fair Value, Beginning Balance	$ 28.35
Granted, Weighted Average Grant Date Fair Value	$ 58.82	$ 25.98	$ 47.15
Vested, Weighted Average Grant Date Fair Value
Forfeited, Weighted Average Grant Date Fair Value	$ 55.98
Unvested, Weighted Average Grant Date Fair Value, Ending Balance	$ 38.47	$ 28.35
SCL Equity Plan | Restricted stock units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Unvested, Shares, Beginning Balance	0
Granted, Shares	2,608,400	0
Vested, Shares
Forfeited, Shares
Unvested, Shares, Ending Balance	2,608,400	0
Unvested, Weighted Average Grant Date Fair Value, Beginning Balance	$ 0.00
Granted, Weighted Average Grant Date Fair Value	$ 6.64	$ 0.00
Vested, Weighted Average Grant Date Fair Value
Forfeited, Weighted Average Grant Date Fair Value
Unvested, Weighted Average Grant Date Fair Value, Ending Balance	$ 6.64	$ 0.00

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Equity - Additional Information (Detail)	0 Months Ended													1 Months Ended		12 Months Ended				0 Months Ended	2 Months Ended	12 Months Ended			3 Months Ended	0 Months Ended				12 Months Ended		0 Months Ended		12 Months Ended		1 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended			0 Months Ended	1 Months Ended		1 Months Ended	12 Months Ended
	Dec. 31, 2013 USD ($)	Sep. 27, 2013 USD ($)	Jun. 28, 2013 USD ($)	Mar. 29, 2013 USD ($)	Dec. 28, 2012 USD ($)	Dec. 18, 2012 USD ($)	Sep. 28, 2012 USD ($)	Jun. 29, 2012 USD ($)	Mar. 30, 2012 USD ($)	Nov. 15, 2011 USD ($)	Aug. 15, 2011 USD ($)	May 16, 2011 USD ($)	Feb. 15, 2011 USD ($)	Jun. 30, 2013 USD ($)	Nov. 30, 2008 USD ($)	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Jan. 28, 2014 Subsequent Event USD ($)	Feb. 28, 2014 Subsequent Event USD ($)	Dec. 31, 2011 Preferred Stock USD ($)	Dec. 31, 2013 Retained Earnings USD ($)	Dec. 31, 2012 Retained Earnings USD ($)	Mar. 31, 2014 Retained Earnings Subsequent Event Scenario, Forecast USD ($)	Jun. 21, 2013 Sands China Ltd HKD	Feb. 28, 2013 Sands China Ltd HKD	Jun. 22, 2012 Sands China Ltd HKD	Feb. 28, 2012 Sands China Ltd HKD	Dec. 31, 2013 Sands China Ltd USD ($)	Dec. 31, 2012 Sands China Ltd USD ($)	Feb. 26, 2014 Sands China Ltd Subsequent Event USD ($)	Jan. 24, 2014 Sands China Ltd Subsequent Event HKD	Dec. 31, 2013 Principal Stockholder's Family Retained Earnings USD ($)	Dec. 31, 2012 Principal Stockholder's Family Retained Earnings USD ($)	Jul. 31, 2012 Principal Stockholder Airplane Purchase USD ($)	Dec. 31, 2012 Principal Stockholder Retained Earnings Airplane Purchase USD ($)	Nov. 30, 2008 Preferred Stock and Warrants Issued To Public USD ($)	Dec. 31, 2013 Preferred Stock and Warrants Issued To Public USD ($)	Dec. 31, 2012 Preferred Stock and Warrants Issued To Public USD ($)	Dec. 31, 2011 Preferred Stock and Warrants Issued To Public USD ($)	Mar. 02, 2012 Preferred Stock And Warrants Issued To Principal Stockholders Family Principal Stockholder's Family USD ($)	Nov. 30, 2008 Preferred Stock And Warrants Issued To Principal Stockholders Family Principal Stockholder's Family USD ($)	Dec. 31, 2011 Preferred Stock And Warrants Issued To Principal Stockholders Family Principal Stockholder's Family USD ($)	Nov. 30, 2008 Preferred Stock And Warrants Issued To Principal Stockholders Family Principal Stockholder's Family Minimum	Dec. 31, 2011 Preferred Stock And Warrants Issued To Principal Stockholders Family Principal Stockholder's Family Preferred Stock USD ($)	Dec. 31, 2013 Stock Dividends To All Other Shareholders Retained Earnings USD ($)	Dec. 31, 2012 Stock Dividends To All Other Shareholders Retained Earnings USD ($)
Class of Stock [Line Items]
Preferred Stock, Share Issued															10,446,300																							5,196,300
Preferred Stock Dividend Rate Percentage															10.00%
Warrant rights issued, shares of common stock															174,105,348																							86,605,173					87,500,175
Exercise price of warrants															6.00																								6.00	6.00	6.00	6.00
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right															16.6667
Sales price per unit of preferred stock and warrant															$ 100
Preferred Stock, Redemption Date															Nov. 15, 2011
Preferred Stock Redemption price per share															$ 110
Proceeds from issuance of preferred stock and warrants, gross																																						$ 519,600,000					$ 525,000,000
Preferred Stock, Carrying value																																						298,100,000
Warrants, Carrying value																																						221,500,000					223,900,000
Proceeds from issuance of preferred stock and warrants, net of transaction cost																																						503,600,000					523,700,000
Warrants exercised																																							3,500	39,070	1,317,220
Common stock shares issued upon exercise of warrants																64,562	88,155,671	21,953,704																					64,562	655,496	21,953,704	87,500,175
Cash in settlement of the warrant exercise price																350,000	528,908,000	12,512,000																					300,000	3,900,000	12,500,000	525,000,000
Preferred stock shares tendered as settlement of the warrant exercise price																																									1,192,100
Premium to redeem preferred stock										88,800,000							0	145,716,000																							16,900,000
Repurchase of preferred stock, shares																																									736,629
Repurchase and redemption of preferred stock										763,000,000						0	0	845,321,000																							82,300,000
Preferred stock to Principal Stockholder's family, shares issued																																											5,250,000
Preferred stock issued to Principal Stockholder's family, carrying value																			503,379,000																								301,100,000
Principal Stockholder and family ownership percentage																																													50.00%
Preferred Stock redemption price																																											577,500,000
Preferred Stock accretion time period, in years																																											3 years
Accumulated but undeclared dividends																																												0
Dividends declared per preferred share										$ 2.50	$ 2.50	$ 2.50	$ 2.50
Preferred stock, dividends paid																1,564,049,000	3,442,312,000	75,297,000				75,297,000								1,380,000,000	1,200,000,000	1,710,000,000														52,500,000
Cash Dividends Paid to Parent Company by Consolidated Subsidiaries																														970,200,000	844,400,000	1,200,000,000
Common stock, dividends paid, per share	$ 0.35	$ 0.35	$ 0.35	$ 0.35	$ 0.25		$ 0.25	$ 0.25	$ 0.25											$ 0.50						0.66	0.67	0.58	0.58				0.87
Dividends, Cash																1,564,469,000	3,447,813,000						1,153,110,000	3,090,757,000	406,000,000									604,200,000	1,620,000,000												550,000,000	1,470,000,000
Common Stock Special Dividends Per Share Cash Paid						$ 2.75																											0.77
Related party transaction, asset purchase, planes, purchase price																																				34,000,000
Related party transaction, asset purchase, planes, carrying value																																				15,400,000
Related party transaction, asset purchase, planes, deemed distribution																	18,576,000							18,576,000													18,600,000
Stock Repurchase Program Expiration Date																2015-06
Loss on disposition of majority owned subsidiary																		(3,700,000)
Distributions to noncontrolling interests																11,858,000	10,466,000	10,388,000
Stock Repurchase Program, Authorized Amount														2,000,000,000
Treasury Stock, Shares, Acquired																8,570,281					8,224,255
Repurchase Of Common Stock																$ 570,500,000					$ 663,800,000

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Long-Term Debt - Additional Information (Detail)	12 Months Ended									1 Months Ended	12 Months Ended					1 Months Ended			12 Months Ended				1 Months Ended		1 Months Ended		1 Months Ended		1 Months Ended					1 Months Ended							1 Months Ended	12 Months Ended			1 Months Ended					2 Months Ended	1 Months Ended		0 Months Ended	1 Months Ended	12 Months Ended				1 Months Ended							1 Months Ended			12 Months Ended		1 Months Ended			0 Months Ended	12 Months Ended			1 Months Ended	12 Months Ended			0 Months Ended		1 Months Ended	0 Months Ended	12 Months Ended		0 Months Ended		0 Months Ended		1 Months Ended						12 Months Ended	1 Months Ended		12 Months Ended																						1 Months Ended		12 Months Ended				12 Months Ended		1 Months Ended							1 Months Ended
	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2013 Interest Rate Cap MACAU USD ($)	Dec. 31, 2012 Interest Rate Cap MACAU USD ($)	Dec. 31, 2011 Interest Rate Cap MACAU USD ($)	Dec. 31, 2013 Interest Rate Cap SINGAPORE USD ($)	Dec. 31, 2012 Interest Rate Cap SINGAPORE USD ($)	Dec. 31, 2011 Interest Rate Cap SINGAPORE USD ($)	Aug. 31, 2010 Senior Secured Credit Facility UNITED STATES	Dec. 31, 2013 Senior Secured Credit Facility UNITED STATES USD ($)	Dec. 31, 2012 Senior Secured Credit Facility UNITED STATES USD ($)	Dec. 31, 2011 Senior Secured Credit Facility UNITED STATES USD ($)	May 31, 2007 Senior Secured Credit Facility UNITED STATES USD ($)	May 31, 2007 Senior Secured Credit Facility - Term B UNITED STATES USD ($)	May 31, 2007 Senior Secured Credit Facility - Delayed Draw I UNITED STATES USD ($)	May 31, 2007 Senior Secured Credit Facility - Delayed Draw II UNITED STATES USD ($)	Aug. 31, 2010 Senior Secured Credit Facility - Revolving UNITED STATES USD ($)	Dec. 31, 2011 Senior Secured Credit Facility - Revolving UNITED STATES USD ($)	Dec. 31, 2010 Senior Secured Credit Facility - Revolving UNITED STATES USD ($)	May 31, 2007 Senior Secured Credit Facility - Revolving UNITED STATES USD ($)	May 31, 2007 Senior Secured Credit Facility - Swingline UNITED STATES USD ($)	Aug. 31, 2010 Senior Secured Credit Facility - Extended Term B UNITED STATES	Aug. 30, 2010 Senior Secured Credit Facility - Extended Term B UNITED STATES USD ($)	Aug. 31, 2010 Senior Secured Credit Facility - Extended Delayed Draw I UNITED STATES	Aug. 30, 2010 Senior Secured Credit Facility - Extended Delayed Draw I UNITED STATES USD ($)	Aug. 31, 2010 Senior Secured Credit Facility - Extended Delayed Draw II UNITED STATES	Aug. 30, 2010 Senior Secured Credit Facility - Extended Delayed Draw II UNITED STATES USD ($)	Aug. 31, 2010 Senior Secured Credit Facility - Extended Term Loans UNITED STATES USD ($)	Aug. 31, 2010 Senior Secured Credit Facility - Extended Term Loans Alternative Base Rate UNITED STATES	Aug. 31, 2010 Senior Secured Credit Facility - Extended Term Loans Eurodollar UNITED STATES	Aug. 31, 2010 Senior Secured Credit Facility - Extended Revolving UNITED STATES	Aug. 30, 2010 Senior Secured Credit Facility - Extended Revolving UNITED STATES USD ($)	Aug. 31, 2010 Senior Secured Credit Facility - Extended Revolving Alternative Base Rate UNITED STATES	Aug. 31, 2010 Senior Secured Credit Facility - Extended Revolving Eurodollar UNITED STATES	May 31, 2007 Senior Secured Credit Facility - Non-Extended Term Loans Alternative Base Rate UNITED STATES	May 31, 2007 Senior Secured Credit Facility - Non-Extended Term Loans Eurodollar UNITED STATES	May 31, 2007 Senior Secured Credit Facility - Non Extended Revolving Alternative Base Rate UNITED STATES	May 31, 2007 Senior Secured Credit Facility - Non Extended Revolving Eurodollar UNITED STATES	Dec. 31, 2013 2013 U.S. Credit Facility	Dec. 31, 2013 2013 U.S. Credit Facility UNITED STATES USD ($)	Dec. 31, 2013 2013 U.S. Credit Facility UNITED STATES USD ($)	Dec. 31, 2012 2013 U.S. Credit Facility UNITED STATES USD ($)	Dec. 31, 2011 2013 U.S. Credit Facility UNITED STATES USD ($)	Dec. 31, 2013 2013 U.S. Credit Facility - Term B UNITED STATES USD ($)	Dec. 31, 2013 2013 U.S. Credit Facility - Term B Alternative Base Rate UNITED STATES	Dec. 31, 2013 2013 U.S. Credit Facility - Term B Eurodollar UNITED STATES	Dec. 31, 2013 2013 U.S. Credit Facility - Term B Eurodollar Minimum UNITED STATES	Dec. 31, 2013 2013 U.S. Credit Facility - Revolving UNITED STATES USD ($)	Feb. 28, 2014 2013 U.S. Credit Facility - Revolving UNITED STATES Subsequent Event USD ($)	Dec. 31, 2013 2013 U.S. Credit Facility - Revolving Alternative Base Rate UNITED STATES	Dec. 31, 2013 2013 U.S. Credit Facility - Revolving Eurodollar UNITED STATES	Feb. 10, 2005 6.375% Senior Notes UNITED STATES USD ($)	Mar. 31, 2012 6.375% Senior Notes UNITED STATES USD ($)	Dec. 31, 2012 6.375% Senior Notes UNITED STATES USD ($)	Dec. 31, 2013 Airplane Financings February 2007 UNITED STATES	Dec. 31, 2012 Airplane Financings February 2007 UNITED STATES	Feb. 28, 2007 Airplane Financings February 2007 UNITED STATES USD ($)	Apr. 30, 2007 Airplane Financings February 2007 London Interbank Offered Rate (LIBOR) UNITED STATES	Feb. 28, 2007 Airplane Financings February 2007 London Interbank Offered Rate (LIBOR) UNITED STATES	Feb. 28, 2007 Airplane Financings Amortizing Promissory Notes February 2007 UNITED STATES USD ($)	Feb. 28, 2007 Airplane Financings Balloon Payment Promissory Notes February 2007 UNITED STATES USD ($)	Dec. 31, 2013 Airplane Financings April 2007 UNITED STATES	Dec. 31, 2012 Airplane Financings April 2007 UNITED STATES	Apr. 30, 2007 Airplane Financings April 2007 UNITED STATES USD ($)	Apr. 30, 2007 Airplane Financings Amortizing Promissory Notes April 2007 UNITED STATES USD ($)	Apr. 30, 2007 Airplane Financings Balloon Payment Promissory Notes April 2007 UNITED STATES USD ($)	Jun. 30, 2009 HVAC Equipment Lease UNITED STATES USD ($)	Dec. 31, 2013 HVAC Equipment Lease UNITED STATES	Dec. 31, 2011 VML and VOL Credit Facilities MACAU USD ($)	Sep. 30, 2009 VML Credit Facility Interest Rate Cap MACAU USD ($)	Sep. 30, 2010 VOL Credit Facility Interest Rate Cap MACAU USD ($) Derivative	Dec. 31, 2013 2011 VML Credit Facility	Sep. 22, 2011 2011 VML Credit Facility MACAU USD ($)	Dec. 31, 2013 2011 VML Credit Facility MACAU USD ($)	Dec. 31, 2012 2011 VML Credit Facility MACAU USD ($)	Dec. 31, 2011 2011 VML Credit Facility MACAU USD ($)	Sep. 30, 2012 2011 VML Credit Facility Interest Rate Cap MACAU USD ($) Derivative	Dec. 31, 2013 2011 VML Credit Facility Interest Rate Cap MACAU USD ($) Derivative	Sep. 30, 2012 2011 VML Credit Facility Minimum Interest Rate Cap MACAU	Dec. 31, 2013 2011 VML Credit Facility Maximum Interest Rate Cap MACAU	Sep. 22, 2011 2011 VML Credit Facility Eurodollar MACAU	Sep. 22, 2011 2011 VML Term Facility MACAU USD ($)	May 31, 2006 2011 VML Term Facility MACAU	Sep. 22, 2011 2011 VML Credit Facility - Revolving MACAU USD ($)	Dec. 31, 2013 2011 VML Credit Facility - Revolving MACAU	Dec. 31, 2013 2011 VML Credit Facility - U.S. denominated loans MACAU	Sep. 22, 2011 2011 VML Credit Facility - U.S. denominated loans Alternative Base Rate MACAU	Dec. 31, 2013 2011 VML Credit Facility - HKD and MOP denominated loans MACAU	Sep. 22, 2011 2011 VML Credit Facility - HKD and MOP denominated loans Hong Kong Interbank Offered Rate HIBOR MACAU	Mar. 31, 2014 New Credit Facility MACAU Scenario, Forecast USD ($)	Aug. 31, 2009 Ferry Financing MACAU USD ($)	Aug. 31, 2009 Ferry Financing MACAU HKD	Jul. 31, 2008 Ferry Financing MACAU USD ($)	Jul. 31, 2008 Ferry Financing MACAU HKD	Jan. 31, 2008 Ferry Financing MACAU USD ($)	Jan. 31, 2008 Ferry Financing MACAU HKD	Dec. 31, 2012 Ferry Financing MACAU USD ($)	Aug. 31, 2009 Ferry Financing London Interbank Offered Rate (LIBOR) MACAU	Aug. 31, 2009 Ferry Financing Hong Kong Interbank Offered Rate HIBOR MACAU	Dec. 31, 2012 Singapore Credit Facility SINGAPORE USD ($)	Dec. 31, 2012 Singapore Credit Facility Interest Rate Cap SINGAPORE USD ($) Derivative	Dec. 31, 2012 Singapore Credit Facility Interest Rate Cap SINGAPORE SGD	Dec. 31, 2011 Singapore Credit Facility Interest Rate Cap SINGAPORE USD ($) Derivative	Dec. 31, 2011 Singapore Credit Facility Interest Rate Cap SINGAPORE SGD	Dec. 31, 2010 Singapore Credit Facility Interest Rate Cap SINGAPORE USD ($) Derivative	Dec. 31, 2010 Singapore Credit Facility Interest Rate Cap SINGAPORE SGD	Dec. 31, 2009 Singapore Credit Facility Interest Rate Cap SINGAPORE USD ($) Derivative	Dec. 31, 2009 Singapore Credit Facility Interest Rate Cap SINGAPORE SGD	Dec. 31, 2008 Singapore Credit Facility Interest Rate Cap SINGAPORE USD ($) Derivative	Dec. 31, 2008 Singapore Credit Facility Interest Rate Cap SINGAPORE SGD	Dec. 31, 2012 Singapore Credit Facility Minimum Interest Rate Cap SINGAPORE	Dec. 31, 2011 Singapore Credit Facility Minimum Interest Rate Cap SINGAPORE	Dec. 31, 2010 Singapore Credit Facility Minimum Interest Rate Cap SINGAPORE	Dec. 31, 2009 Singapore Credit Facility Minimum Interest Rate Cap SINGAPORE	Dec. 31, 2008 Singapore Credit Facility Minimum Interest Rate Cap SINGAPORE	Dec. 31, 2012 Singapore Credit Facility Maximum Interest Rate Cap SINGAPORE	Dec. 31, 2011 Singapore Credit Facility Maximum Interest Rate Cap SINGAPORE	Dec. 31, 2010 Singapore Credit Facility Maximum Interest Rate Cap SINGAPORE	Dec. 31, 2009 Singapore Credit Facility Maximum Interest Rate Cap SINGAPORE	Dec. 31, 2008 Singapore Credit Facility Maximum Interest Rate Cap SINGAPORE	Dec. 31, 2013 2012 Singapore Credit Facility	Jun. 30, 2012 2012 Singapore Credit Facility SINGAPORE USD ($)	Jun. 30, 2012 2012 Singapore Credit Facility SINGAPORE SGD	Dec. 31, 2013 2012 Singapore Credit Facility SINGAPORE USD ($)	Dec. 31, 2012 2012 Singapore Credit Facility SINGAPORE USD ($)	Dec. 31, 2011 2012 Singapore Credit Facility SINGAPORE USD ($)	Dec. 31, 2013 2012 Singapore Credit Facility SINGAPORE SGD	Dec. 31, 2013 2012 Singapore Credit Facility Interest Rate Cap SINGAPORE USD ($)	Dec. 31, 2013 2012 Singapore Credit Facility Interest Rate Cap SINGAPORE SGD	Jun. 30, 2012 2012 Singapore Credit Facility Singapore Swap Offered Rate SOR SINGAPORE	Jun. 30, 2012 2012 Singapore Credit Facility - Term SINGAPORE USD ($)	Jun. 30, 2012 2012 Singapore Credit Facility - Term SINGAPORE SGD	Jun. 30, 2012 2012 Singapore Credit Facility - Term Minimum SINGAPORE	Jun. 30, 2012 2012 Singapore Credit Facility - Term Maximum SINGAPORE	Jun. 30, 2012 2012 Singapore Facility - Revolving SINGAPORE SGD	Jun. 30, 2012 2012 Singapore Facility - Revolving SINGAPORE USD ($)	Jun. 30, 2012 2012 Singapore Facility - Revolving Minimum SINGAPORE	Jun. 30, 2012 2012 Singapore Facility - Revolving Maximum SINGAPORE	Jun. 30, 2012 2012 Singapore Facility - Swingline SINGAPORE USD ($)	Jun. 30, 2012 2012 Singapore Facility - Swingline SINGAPORE SGD
Debt Instrument [Line Items]
Interest Expense	$ 271,211,000	$ 258,564,000	$ 282,949,000	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Debt instrument, face value														5,000,000,000.0	3,000,000,000.0	600,000,000.0	400,000,000.0				1,000,000,000.0	100,000,000.0																			3,500,000,000.0	3,500,000,000.0			2,250,000,000.00				1,250,000,000.00				250,000,000.0					72,000,000.0			28,800,000.0	43,200,000.0			20,300,000.0	8,100,000.0	12,200,000.0							3,700,000,000									3,200,000,000		500,000,000						2,000,000,000					155,900,000	1,210,000,000																										4,020,000,000	5,100,000,000								3,630,000,000	4,600,000,000			500,000,000	394,200,000			78,800,000	100,000,000
Debt instrument, expiration date, in months																12 months	18 months																																																																															18 months	18 months
Debt instrument, available borrowing capacity, amount																																																	655,500,000																																																																												388,700,000			492,900,000
Proceeds from long-term debt	3,183,107,000	4,351,486,000	3,201,535,000								250,000,000	400,000,000	0																													2,828,750,000	0	0						500,000,000																									0	0	3,201,535,000																																																104,357,000	3,951,486,000	0
Debt instrument, extended amount																								1,420,000,000		284,500,000		207,900,000					532,500,000
Debt instrument, maturity date																							Nov. 30, 2016		Nov. 30, 2016		Nov. 30, 2015					May 31, 2014													Dec. 19, 2020				Dec. 19, 2018				Feb. 15, 2015									Mar. 01, 2017					Mar. 31, 2017																Nov. 15, 2016									Dec. 31, 2015	Dec. 31, 2015																																							Jun. 25, 2018	Jun. 25, 2018			Dec. 25, 2017
Debt Instrument, Basis Spread on Variable Rate																														1.75%	2.75%			1.25%	2.25%	0.75%	1.75%	0.50%	1.50%							1.50%	2.50%	0.75%			0.50%	1.50%							1.25%	1.50%																						2.25%						2.25%		2.25%									2.50%	2.50%																															1.85%
Debt instrument, covenant, restricted net assets, amount																																									4,960,000,000	4,960,000,000
Payments of Debt Issuance Costs																																													5,600,000
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid																																													2,100,000,000
Debt instrument, repayments																				775,900,000									1,000,000,000
Debt instrument, face amount amended																		750,000,000
Debt instrument, interest rate description										at the Company’s option, at either an adjusted Eurodollar rate or at an alternative base rate plus a credit spread. For base rate borrowings, the initial credit spread was 0.5% per annum and 0.75% per annum for the Revolving Facility and the term loans, respectively, and 1.25% per annum and 1.75% per annum for the Extended Revolving Facility and the Extended Term Loans, respectively. For Eurodollar rate borrowings, the initial credit spread was 1.5% per annum and 1.75% per annum for the Revolving Facility and the term loans, respectively, and 2.25% per annum and 2.75% per annum for the Extended Revolving Facility and Extended Term Loans, respectively. These spreads would be reduced if the Company’s “corporate rating” (as defined in the Senior Secured Credit Facility) increased to at least Ba2 by Moody’s and at least BB by Standard & Poor’s Ratings Group (“S&P”), subject to certain additional conditions. The spread for the Extended Revolving Facility would be further reduced if the Company’s “corporate rating” increased to at least Ba1 or higher by Moody’s and at least BB+ or higher by S&P, subject to certain additional conditions.																															at either an adjusted Eurodollar rate or at an alternative base rate plus a credit spread. For base rate borrowings, the initial credit spread is 0.5% per annum and 1.5% per annum for the 2013 U.S. Revolving Facility and the 2013 U.S. Term B Facility, respectively. For Eurodollar rate borrowings, the initial credit spread is 1.5% per annum and 2.5% per annum for the 2013 U.S. Revolving Facility and the 2013 U.S. Term B Facility (subject to a Eurodollar rate floor of 0.75%), respectively																																	either the adjusted Eurodollar rate or an alternative base rate (in the case of U.S. dollar denominated loans) or Hong Kong Inter-bank Offered Rate ("HIBOR," in the case of Hong Kong dollar and Macao pataca denominated loans), as applicable, plus an initial spread of 2.25%. Beginning May 14, 2012, the spread for all outstanding loans is subject to reduction based on the CLR																																																	Singapore Swap Offered Rate ("SOR") plus a spread of 1.85%. Beginning December 23, 2012, the spread for all outstanding loans is subject to reduction based on a ratio of debt to Adjusted EBITDA	Singapore Swap Offered Rate ("SOR") plus a spread of 1.85%. Beginning December 23, 2012, the spread for all outstanding loans is subject to reduction based on a ratio of debt to Adjusted EBITDA
Debt instrument, payment terms																																																																										Commencing with the quarterly period ending December 31, 2014, and at the end of each subsequent quarter through September 30, 2015, the Borrower is required to repay the outstanding 2011 VML Term Facility on a pro rata basis in an amount equal to 6.25% of the aggregate principal amount outstanding as of November 15, 2011. Commencing with the quarterly period ending on December 31, 2015, and at the end of each subsequent quarter through June 30, 2016, the Borrower is required to repay the outstanding 2011 VML Term Facility on a pro rata basis in an amount equal to 10.0% of the aggregate principal amount outstanding as of November 15, 2011. The remaining balance on the 2011 VML Term Facility and any balance on the 2011 VML Revolving Facility are due on the maturity date. In addition, the Borrower is required to further repay the outstanding 2011 VML Term Facility with a portion of its excess free cash flow (as defined by the 2011 VML Credit Facility) after the end of each year, unless the Borrower is in compliance with a specified consolidated leverage ratio (the “CLR”).																																																										Commencing with the quarterly period ending September 30, 2014, and at the end of each quarter thereafter, MBS is required to repay the outstanding 2012 Singapore Term Facility in an amount increasing from 2.0% (September 30, 2014) to 8.0% (March 31, 2017 to March 31, 2018) of the aggregate principal amount outstanding of SGD 4.6 billion (approximately $3.63 billion at exchange rates in effect on December 31, 2013). The remaining balance on the 2012 Singapore Term Facility is due on the maturity date.	Commencing with the quarterly period ending September 30, 2014, and at the end of each quarter thereafter, MBS is required to repay the outstanding 2012 Singapore Term Facility in an amount increasing from 2.0% (September 30, 2014) to 8.0% (March 31, 2017 to March 31, 2018) of the aggregate principal amount outstanding of SGD 4.6 billion (approximately $3.63 billion at exchange rates in effect on December 31, 2013). The remaining balance on the 2012 Singapore Term Facility is due on the maturity date.
Debt instrument, date of first required payment																																													Mar. 31, 2014																Jun. 01, 2007					Jun. 30, 2007																	Dec. 31, 2014									Oct. 31, 2009	Oct. 31, 2009																																							Sep. 30, 2014	Sep. 30, 2014
Debt instrument, frequency of payments																																													quarterly				0												quarterly	0				quarterly	0																	quarterly								quarterly	quarterly																																							quarterly	quarterly
Debt instrument, commitment fee																0.75%	0.50%															0.375%																	0.35%																																		0.50%		0.50%																																																					35.00%	40.00%
Debt Instrument, Ratio of Indebtedness to Adjusted EBITDA, Period One																																																																									4.0																																																	3.5
Debt Instrument, Ratio of Indebtedness to Adjusted EBITDA, Period Two																																																																									3.5
Debt instrument, ratio of indebtedness to adjusted EBITDA																																								5.5																																	3.0																																																	3.0
Gain (loss) on modification or early retirement of debt	(14,178,000)	(19,234,000)	(22,554,000)								(14,200,000)	(1,600,000)							(500,000)																																				(2,800,000)															(22,100,000)																												(1,700,000)			(13,100,000)
Cash repayment on long-term debt, early retirement gross												400,000,000																																										191,700,000																																												131,600,000
Debt instrument, periodic payment, principal																																																													700,000					200,000																										8,800,000	68,100,000																																											0
Debt instrument, interest rate at period end																																													3.30%				1.70%							1.80%							1.60%																								1.70%		1.70%																																				1.80%
Weighted average interest rate											2.30%	2.50%																													2.90%	2.90%														1.80%	2.00%						1.60%	1.70%											1.80%	2.10%																						2.90%																											1.90%	2.10%
Debt Instrument, Term																																																																				10 years
Debt instrument, interest rate																																																					6.375%
Original discount on issue of senior note																																													11,250,000								2,300,000
Capital lease agreement, description																																																																					The lease has a 10-year term with a purchase option at the third, fifth, seventh and tenth anniversary dates. The Company is obligated under the agreement to make monthly payments of approximately $300,000 for the first year with automatic decreases of approximately $14,000 per month on every anniversary date.
Capital leases, future payments, monthly																																																																				300,000
Capital leases, future payments, monthly, annual adjustments																																																																				14,000
Amount of incremental facilities under accordion feature accessed by borrower																																																																																														72,400,000	561,600,000
Derivative, maturity date, range																																																																																																						April and May 2015	April and May 2015	May and August 2014	May and August 2014	January and June 2013	January and June 2013	March and December 2012	March and December 2012	June and December 2011	June and December 2011
Number of interest rate cap agreements held by Company																																																																								3						4	2																							3	3	12	12	7	7	14	14	9	9
Derivative asset, notional amount																																																																							1,590,000,000	375,000,000						1,300,000,000	300,000,000																							157,700,000	200,000,000	906,700,000	1,150,000,000	287,800,000	365,000,000	670,200,000	850,000,000	1,100,000,000	1,410,000,000																		78,800,000	100,000,000
Derivative, Maturity Date																																																																							Sep. 30, 2012	Sep. 30, 2013						Nov. 30, 2014	Nov. 30, 2014																																																		May 30, 2016	May 30, 2016
Derivative, Cap Interest Rate																																																																							9.50%	3.50%								2.00%	2.25%																															3.00%	3.00%	3.00%	3.00%	3.00%	4.50%	4.50%	4.50%	4.50%	4.50%								3.50%	3.50%
Debt instrument, expiration date																																																																																					10/15/2016																																						11/25/2017	11/25/2017
Debt instrument, available borrowing capacity, description																																																																																						none of which was drawn
Debt instrument, percentage of aggregate principal amount outstanding as of a certain date																																																																																			6.25%																																																				8.00%
Debt instrument, percentage of aggregate principal amount outstanding as of a certain date, adjustment																																																																																			10.00%
Derivative, maturity date, range, extension																																																																																																								Aug. 31, 2013	Aug. 31, 2013
Derivative asset, notional amount, extension																																																																																																								39,400,000	50,000,000
Debt instrument, percentage of aggregate principal amount outstanding as of a certain date, minimum																																																																																																																																						2.00%
Long-term debt, fair value	9,720,000,000	10,120,000,000
Long-term debt, carrying value	$ 9,740,000,000	$ 10,200,000,000

XML

Condensed Consolidating Financial Information - Balance Sheets (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	$ 3,600,414	$ 2,512,766	$ 3,902,718	$ 3,037,081
Restricted cash and cash equivalents	6,839	4,521
Accounts receivable, net	1,762,110	1,819,260
Inventories	41,946	43,875
Deferred income taxes, net	0	2,299
Prepaid expenses and other	104,230	94,793
Total current assets	5,515,539	4,477,514
Property and equipment, net	15,358,953	15,766,748
Deferred financing costs, net	185,964	214,465
Restricted cash and cash equivalents	0	1,938
Deferred income taxes, net	13,821	43,280
Leasehold interests in land, net	1,428,819	1,458,741
Intangible assets, net	102,081	70,618
Other assets, net	119,087	130,348
Total assets	22,724,264	22,163,652	22,244,123
Accounts payable	119,194	106,498
Construction payables	241,560	343,372
Accrued interest payable	6,551	15,542
Other accrued liabilities	2,194,866	1,895,483
Income taxes payable	176,678	164,126
Deferred income taxes	13,309	0
Current maturities of long-term debt	377,507	97,802
Total current liabilities	3,129,665	2,622,823
Other long-term liabilities	112,195	133,936
Deferred income taxes	173,211	185,945
Deferred amounts related to mall transactions	425,912	430,271
Long-term debt	9,382,752	10,132,265
Total liabilities	13,223,735	13,505,240
Total Las Vegas Sands Corp. stockholders' equity	7,665,494	7,061,842
Noncontrolling interests	1,835,035	1,596,570
Total equity	9,500,529	8,658,412	9,439,152	7,931,188
Total liabilities and equity	22,724,264	22,163,652
Consolidation, Eliminations
Condensed Financial Statements, Captions [Line Items]
Intercompany receivables	(508,252)	(466,370)
Intercompany notes receivables	(251,537)	(1,337,161)
Deferred income taxes, net	(44,742)	(40,288)
Total current assets	(804,531)	(1,843,819)
Investments in subsidiaries	(13,680,759)	(11,720,526)
Intercompany receivables	(39,414)	(62,411)
Intercompany notes receivable	(1,081,710)	(928,728)
Deferred income taxes, net	13,821	39,615
Total assets	(15,592,593)	(14,515,869)
Intercompany payables	(508,252)	(466,370)
Intercompany notes payable	(251,537)	(1,337,161)
Deferred income taxes	(44,742)	(40,288)
Total current liabilities	(804,531)	(1,843,819)
Intercompany payables	(39,414)	(62,411)
Intercompany notes payable	(1,081,710)	(928,728)
Deferred income taxes	13,821	39,615
Total liabilities	(1,911,834)	(2,795,343)
Total Las Vegas Sands Corp. stockholders' equity	(13,680,759)	(11,720,526)
Total equity	(13,680,759)	(11,720,526)
Total liabilities and equity	(15,592,593)	(14,515,869)
Las Vegas Sands Corp.
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	50,180	7,962	12,849	1,031,844
Intercompany receivables	271,993	209,961
Accounts receivable, net	11,815	6,646
Inventories	3,895	3,501
Deferred income taxes, net	7,509	5,687
Prepaid expenses and other	21,311	13,257
Total current assets	366,703	247,014
Property and equipment, net	155,806	173,065
Investments in subsidiaries	7,568,252	7,045,198
Deferred financing costs, net	181	238
Intercompany receivables	483	6,109
Deferred income taxes, net	0	3,665
Intangible assets, net	690	690
Other assets, net	264	243
Total assets	8,092,379	7,476,222
Accounts payable	8,381	9,948
Construction payables	2,161	5,318
Intercompany payables	0
Intercompany notes payable	251,537	237,161
Accrued interest payable	77	82
Other accrued liabilities	54,071	42,318
Current maturities of long-term debt	3,688	3,688
Total current liabilities	319,915	298,515
Other long-term liabilities	3,775	48,506
Intercompany payables		0
Deferred income taxes	39,523
Long-term debt	63,672	67,359
Total liabilities	426,885	414,380
Total Las Vegas Sands Corp. stockholders' equity	7,665,494	7,061,842
Total equity	7,665,494	7,061,842
Total liabilities and equity	8,092,379	7,476,222
Restricted Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	315,489	182,402	689,642	412,226
Restricted cash and cash equivalents	0	1
Intercompany receivables	236,259	256,409
Intercompany notes receivables	0	1,100,000
Accounts receivable, net	295,333	259,691
Inventories	12,609	13,081
Deferred income taxes, net	37,233	36,900
Prepaid expenses and other	11,592	12,223
Total current assets	908,515	1,860,707
Property and equipment, net	3,056,678	3,157,605
Investments in subsidiaries	6,112,507	4,675,328
Deferred financing costs, net	30,737	12,528
Restricted cash and cash equivalents		0
Intercompany receivables	38,931	56,302
Intercompany notes receivable	1,081,710	928,728
Deferred income taxes, net	0	0
Other assets, net	22,288	18,403
Total assets	11,251,366	10,709,601
Accounts payable	25,679	25,007
Construction payables	3,226	7,646
Intercompany payables	278,309	173,893
Accrued interest payable	224	1,050
Other accrued liabilities	224,759	235,889
Income taxes payable	17	4
Deferred income taxes	0	0
Current maturities of long-term debt	24,892	90,649
Total current liabilities	557,106	534,138
Other long-term liabilities	10,175	9,776
Deferred income taxes	54,668	39,643
Deferred amounts related to mall transactions	425,912	430,271
Long-term debt	2,823,269	2,753,745
Total liabilities	3,871,130	3,767,573
Total Las Vegas Sands Corp. stockholders' equity	7,379,831	6,941,623
Noncontrolling interests	405	405
Total equity	7,380,236	6,942,028
Total liabilities and equity	11,251,366	10,709,601
Non-Restricted Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	3,234,745	2,322,402	3,200,227	1,593,011
Restricted cash and cash equivalents	6,839	4,520
Intercompany receivables	0
Intercompany notes receivables	251,537	237,161
Accounts receivable, net	1,454,962	1,552,923
Inventories	25,442	27,293
Deferred income taxes, net	0	0
Prepaid expenses and other	71,327	69,313
Total current assets	5,044,852	4,213,612
Property and equipment, net	12,146,469	12,436,078
Deferred financing costs, net	155,046	201,699
Restricted cash and cash equivalents		1,938
Leasehold interests in land, net	1,428,819	1,458,741
Intangible assets, net	101,391	69,928
Other assets, net	96,535	111,702
Total assets	18,973,112	18,493,698
Accounts payable	85,134	71,543
Construction payables	236,173	330,408
Intercompany payables	229,943	292,477
Intercompany notes payable	0	1,100,000
Accrued interest payable	6,250	14,410
Other accrued liabilities	1,916,036	1,617,276
Income taxes payable	176,661	164,122
Deferred income taxes	58,051	40,288
Current maturities of long-term debt	348,927	3,465
Total current liabilities	3,057,175	3,633,989
Other long-term liabilities	98,245	75,654
Intercompany payables	39,414	62,411
Intercompany notes payable	1,081,710	928,728
Deferred income taxes	65,199	106,687
Long-term debt	6,495,811	7,311,161
Total liabilities	10,837,554	12,118,630
Total Las Vegas Sands Corp. stockholders' equity	6,300,928	4,778,903
Noncontrolling interests	1,834,630	1,596,165
Total equity	8,135,558	6,375,068
Total liabilities and equity	$ 18,973,112	$ 18,493,698

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Other Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2013

Accounts Payable and Accrued Liabilities, Current [Abstract]

Other Accrued Liabilities

Other accrued liabilities consist of the following (in thousands):

	December 31,
	2013		2012
Outstanding gaming chips and tokens	$	572,121	$	534,323
Taxes and licenses	570,111		428,300
Customer deposits	450,550		388,355
Payroll and related	308,404		264,142
Other accruals	293,680		280,363
	$	2,194,866	$	1,895,483

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Accounts Receivable, Net - Accounts Receivable (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Accounts Receivable [Line Items]
Accounts receivable, gross	$ 2,391,837	$ 2,310,942
Less - allowance for doubtful accounts	(629,727)	(491,682)
Accounts receivable, net	1,762,110	1,819,260
Casino
Accounts Receivable [Line Items]
Accounts receivable, gross	2,110,749	2,060,478
Mall
Accounts Receivable [Line Items]
Accounts receivable, gross	125,761	121,213
Rooms
Accounts Receivable [Line Items]
Accounts receivable, gross	106,935	81,723
Other
Accounts Receivable [Line Items]
Accounts receivable, gross	$ 48,392	$ 47,528

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Stock-Based Employee Compensation

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Employee Compensation

Stock-Based Employee Compensation

The Company has three nonqualified stock option plans, the 1997 Plan, the 2004 Plan and the SCL Equity Plan, which are described below. The plans provide for the granting of stock options pursuant to the applicable provisions of the Internal Revenue Code and regulations.

LVSLLC 1997 Fixed Stock Option Plan

The 1997 Plan provides for 19,952,457 shares (on a post-split basis) of common stock of LVSLLC to be reserved for issuance to officers and other key employees or consultants of LVSLLC or any LVSLLC affiliates or subsidiaries (each as defined in the 1997 Plan) pursuant to options granted under the 1997 Plan.

The 1997 Plan provides that the Principal Stockholder may, at any time, assume the 1997 Plan or certain obligations under the 1997 Plan, in which case the Principal Stockholder will have all the rights, powers and responsibilities granted LVSLLC or its Board of Directors under the 1997 Plan with respect to such assumed obligations. The Principal Stockholder assumed LVSLLC’s obligations under the 1997 Plan to sell shares to optionees upon the exercise of their options with respect to options granted prior to July 15, 2004. LVSLLC is responsible for all other obligations under the 1997 Plan. LVSC assumed all of the obligations of LVSLLC and the Principal Stockholder under the 1997 Plan (other than the obligation of the Principal Stockholder to issue 984,321 shares under options granted prior to July 15, 2004), in connection with its initial public offering.

The Board of Directors agreed not to grant any additional stock options under the 1997 Plan following the initial public offering and there were no options outstanding under it during the year ended December 31, 2012. In February 2013, the Board of Directors approved the dissolution of the 1997 Plan.

Las Vegas Sands Corp. 2004 Equity Award Plan

The Company adopted the 2004 Plan for grants of options to purchase its common stock. The purpose of the 2004 Plan is to give the Company a competitive edge in attracting, retaining and motivating employees, directors and consultants and to provide the Company with a stock plan providing incentives directly related to increases in its stockholder value. Any of the Company’s subsidiaries’ or affiliates’ employees, directors or officers and many of its consultants are eligible for awards under the 2004 Plan. The 2004 Plan provides for an aggregate of 26,344,000 shares of the Company’s common stock to be available for awards. The 2004 Plan has a term of ten years and no further awards may be granted after the expiration of the term. The compensation committee may grant awards of nonqualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards or any combination of the foregoing. As of December 31, 2013, there were 6,413,843 shares available for grant under the 2004 Plan.

Stock option awards are granted with an exercise price equal to the fair market value (as defined in the 2004 Plan) of the Company’s stock on the date of grant. The outstanding stock options generally vest over four years and have ten-year contractual terms. Compensation cost for all stock option grants, which all have graded vesting, is net of estimated forfeitures and is recognized on a straight-line basis over the awards’ respective requisite service periods. The Company estimates the fair value of stock options using the Black-Scholes option-pricing model. Expected volatilities are based on the Company’s historical volatility for a period equal to the expected life of the stock options. The expected option life is based on the contractual term of the option as well as historical exercise and forfeiture behavior. The risk-free interest rate for periods equal to the expected term of the stock option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is based on the estimate of annual dividends expected to be paid at the time of the grant.

Sands China Ltd. Equity Award Plan

The Company’s subsidiary, SCL, adopted an equity award plan (the “SCL Equity Plan”) for grants of options to purchase ordinary shares of SCL. The purpose of the SCL Equity Plan is to give SCL a competitive edge in attracting, retaining and motivating employees, directors and consultants and to provide SCL with a stock plan providing incentives directly related to increases in its stockholder value. Subject to certain criteria as defined in the SCL Equity Plan, SCL’s subsidiaries’ or affiliates’ employees, directors or officers and many of its consultants are eligible for awards under the SCL Equity Plan. The SCL Equity Plan provides for an aggregate of 804,786,508 shares of SCL’s common stock to be available for awards. The SCL Equity Plan has a term of ten years and no further awards may be granted after the expiration of the term. SCL’s compensation committee may grant awards of stock options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards or any combination of the foregoing. As of December 31, 2013, there were 769,242,301 shares available for grant under the SCL Equity Plan.

Stock option awards are granted with an exercise price not less than (i) the closing price of SCL’s stock on the date of grant or (ii) the average closing price of SCL’s stock for the five business days immediately preceding the date of grant. The outstanding stock options generally vest over four years and have ten-year contractual terms. Compensation cost for all stock option grants, which all have graded vesting, is net of estimated forfeitures and is recognized on a straight-line basis over the awards’ respective requisite service periods. The Company estimates the fair value of stock options using the Black-Scholes option-pricing model. Expected volatilities are based on a combination of SCL's historical volatilities and the historical volatilities from a selection of companies from SCL’s peer group due to SCL’s lack of historical information. The Company used the simplified method for estimating expected option life, as the options qualify as “plain-vanilla” options. The risk-free interest rate for periods equal to the expected term of the stock option is based on the Hong Kong Exchange Fund Note rate in effect at the time of grant. The expected dividend yield is based on the estimate of annual dividends expected to be paid at the time of the grant.

Stock-Based Employee Compensation Activity

The fair value of each option grant was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions:

	Year Ended December 31,
	2013		2012		2011
LVSC 2004 Plan:
Weighted average volatility	94.8	%	95.2	%	94.4	%
Expected term (in years)	5.5		5.5		6.3
Risk-free rate	1.3	%	1.1	%	2.7	%
Expected dividends	2.5	%	1.9	%	—	%
SCL Equity Plan:
Weighted average volatility	67.7	%	70.0	%	69.2	%
Expected term (in years)	6.3		6.2		6.3
Risk-free rate	0.7	%	0.5	%	1.3	%
Expected dividends	3.1	%	4.0	%	—	%

A summary of the stock option activity for the Company’s equity award plans for the year ended December 31, 2013, is presented below:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
LVSC 2004 Plan:
Outstanding as of January 1, 2013	9,790,460		$	40.16
Granted	287,558		56.55
Exercised	(2,777,127	)	18.08
Forfeited	(393,700	)	49.43
Outstanding as of December 31, 2013	6,907,191		$	49.18	4.33	$	212,321,939
Exercisable as of December 31, 2013	5,426,053		$	50.87	3.50	$	159,166,034
SCL Equity Plan:
Outstanding as of January 1, 2013	23,323,640		$	2.66
Granted	4,536,800		5.60
Exercised	(7,779,586	)	2.48
Forfeited	(2,473,808	)	2.79
Outstanding as of December 31, 2013	17,607,046		$	3.49	8.01	$	81,620,386
Exercisable as of December 31, 2013	3,059,475		$	2.37	7.13	$	17,600,866

A summary of the unvested restricted stock and stock units under the Company’s equity award plans for the year ended December 31, 2013, is presented below:

	Shares		Weighted Average Grant Date Fair Value
LVSC 2004 Plan:
Unvested restricted stock as of January 1, 2013	1,116,697		$	47.82
Granted	46,848		54.72
Vested	(337,756	)	46.89
Transfer from restricted stock units	100,000		23.89
Forfeited	(13,076	)	44.36
Unvested restricted stock as of December 31, 2013	912,713		$	45.94
Unvested restricted stock units as of January 1, 2013	374,500		$	28.35
Granted	123,207		58.82
Vested	—		—
Transfer to restricted stock	(100,000	)	23.89
Forfeited	(10,000	)	55.98
Unvested restricted stock units as of December 31, 2013	387,707		$	38.47
SCL Equity Plan:
Unvested restricted stock units as of January 1, 2013	—		$	—
Granted	2,608,400		6.64
Vested	—		—
Forfeited	—		—
Unvested restricted stock units as of December 31, 2013	2,608,400		$	6.64

As of December 31, 2013, under the 2004 Plan there was $19.0 million of unrecognized compensation cost, net of estimated forfeitures of 8.0% per year, related to unvested stock options and there was $29.8 million of unrecognized compensation cost, net of estimated forfeitures of 8.0% per year, related to unvested restricted stock and stock units. The stock option and restricted stock and stock unit costs are expected to be recognized over a weighted average period of 2.3 years and 2.2 years, respectively.

As of December 31, 2013, under the SCL Equity Plan there was $16.2 million of unrecognized compensation cost, net of estimated forfeitures of 8.8% per year, related to unvested stock options and there was $16.0 million of unrecognized compensation cost related to unvested restricted stock units. The stock option and restricted stock unit costs are expected to be recognized over a weighted average period of 2.2 years and 3.5 years, respectively.

The stock-based compensation activity for the 2004 Plan and SCL Equity Plan is as follows for the three years ended December 31, 2013 (in thousands, except weighted average grant date fair values):

	Year Ended December 31,
	2013		2012		2011
Compensation expense:
Stock options	$	32,549	$	35,777	$	44,691
Restricted stock and stock units	20,828		29,651		18,023
	$	53,377	$	65,428	$	62,714
Income tax benefit recognized in the consolidated statements of operations	$	—	$	—	$	—
Compensation cost capitalized as part of property and equipment	$	941	$	938	$	576
LVSC 2004 Plan:
Stock options granted	288		537		263
Weighted average grant date fair value	$	35.76	$	36.17	$	36.31
Restricted stock granted	47		517		1,250
Weighted average grant date fair value	$	54.72	$	52.97	$	45.42
Restricted stock units granted	123		333		42
Weighted average grant date fair value	$	58.82	$	25.98	$	47.15
Stock options exercised:
Intrinsic value	$	129,149	$	84,761	$	89,814
Cash received	$	50,223	$	34,668	$	23,238
Tax benefit realized for tax deductions from stock-based compensation	$	—	$	—	$	—
SCL Equity Plan:
Stock options granted	4,537		7,762		9,987
Weighted average grant date fair value	$	2.63	$	1.65	$	1.71
Restricted stock units granted	2,608,400		—		—
Weighted average grant date fair value	$	6.64	$	—	$	—
Stock options exercised:
Intrinsic value	$	25,786	$	12,261	$	1,699
Cash received	$	19,373	$	11,572	$	2,267
Tax benefit realized for tax deductions from stock-based compensation	$	—	$	—	$	—

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Selected Quarterly Financial Results (Unaudited)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Selected Quarterly Financial Results (Unaudited)

Selected Quarterly Financial Results (Unaudited)

	Quarter
	First(1)(2)(3)		Second(3)(4)		Third(4)		Fourth		Total
	(In thousands, except per share data)
2013
Net revenues	$	3,302,719	$	3,242,941	$	3,568,540	$	3,655,685	$	13,769,885
Operating income	826,703		780,641		914,826		886,073		3,408,243
Net income	703,974		671,673		809,298		769,731		2,954,676
Net income attributable to Las Vegas Sands Corp.	571,961		529,753		626,744		577,539		2,305,997
Basic earnings per share	0.69		0.64		0.76		0.71		2.80
Diluted earnings per share	0.69		0.64		0.76		0.70		2.79
2012
Net revenues	$	2,762,742	$	2,581,906	$	2,709,482	$	3,077,002	$	11,131,132
Operating income	707,554		397,728		534,095		672,005		2,311,382
Net income	579,109		286,381		444,980		571,343		1,881,813
Net income attributable to Las Vegas Sands Corp.	498,942		240,587		349,782		434,782		1,524,093
Basic earnings per share	0.66		0.29		0.43		0.53		1.89
Diluted earnings per share	0.61		0.29		0.42		0.53		1.85

________________________

(1) The second Sheraton tower of Sands Cotai Central opened in January 2013.

(2) During the first quarter of 2012, the Principal Stockholder’s family exercised all of their outstanding warrants to purchase 87,500,175 shares of the Company’s common stock and paid $525.0 million in cash as settlement of the exercise price.

(3) During the first and second quarters of 2012, the Company recorded impairment losses of $42.9 million and $100.7 million, respectively.

(4) The Conrad and Holiday tower and the first Sheraton tower of Sands Cotai Central opened in April and September 2012, respectively. In connection with the opening of these towers, the Company also opened gaming areas and retail, entertainment, dining and meeting facilities.

Because earnings per share amounts are calculated using the weighted average number of common and dilutive common equivalent shares outstanding during each quarter, the sum of the per share amounts for the four quarters may not equal the total earnings per share amounts for the respective year.

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Condensed Consolidating Financial Information - Statements of Cash Flows (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Condensed Financial Statements, Captions [Line Items]
Net cash generated from (used in) operating activities	$ 4,439,412	$ 3,057,757	$ 2,662,496
Cash flows from investing activities:
Change in restricted cash and cash equivalents	(382)	693	804,394
Capital expenditures	(898,111)	(1,449,234)	(1,508,493)
Proceeds from disposal of property and equipment	32,155	2,909	6,093
Acquisition of intangible assets	(45,871)	0	(100)
Net cash used in investing activities	(912,209)	(1,445,632)	(698,106)
Cash flows from financing activities:
Proceeds from exercise of stock options	69,596	46,240	25,505
Repurchase of common stock	(561,150)	0	0
Proceeds from exercise of warrants	350	528,908	12,512
Dividends paid	(1,564,049)	(3,442,312)	(75,297)
Distributions to noncontrolling interests	(11,858)	(10,466)	(10,388)
Deemed distribution to Principal Stockholder	0	(18,576)	0
Proceeds From Credit Facility Six	2,828,750
Proceeds from 2012 Singapore credit facility	104,357	3,951,486
Proceeds from 2011 VML credit facility			3,201,535
Proceeds from senior secured credit facility	250,000	400,000
Repayment On Credit Facility Five	(430,504)
Repayments on VML credit facility			(2,060,819)
Repayments on VOL credit facility			(749,660)
Repayments on Singapore credit facility		(3,635,676)	(418,564)
Repayments on senior secured credit facility	(3,073,038)	(425,555)	(28,937)
Redemption or repurchase and cancellation of senior notes		(189,712)
Repayments on ferry financing		(140,337)	(35,002)
Repayments on airplane financings	(3,688)	(3,688)	(3,688)
Repayments On Other Long Term Debt And Capital Lease Obligations	(5,802)	(4,730)	(3,640)
Repurchases and redemption of preferred stock	0	0	(845,321)
Payments of preferred stock inducement premium	0	0	(16,871)
Payments of deferred financing costs	(35,414)	(100,888)	(84,826)
Net cash used in financing activities	(2,432,450)	(3,045,306)	(1,093,461)
Effect of exchange rate on cash	(7,105)	43,229	(5,292)
Increase (decrease) in cash and cash equivalents	1,087,648	(1,389,952)	865,637
Cash and cash equivalents at beginning of year	2,512,766	3,902,718	3,037,081
Cash and cash equivalents at end of year	3,600,414	2,512,766	3,902,718
Consolidation, Eliminations
Condensed Financial Statements, Captions [Line Items]
Net cash generated from (used in) operating activities	(3,401,964)	(4,558,144)	(203,738)
Cash flows from investing activities:
Intercompany receivable to non-restricted subsidiaries		20,297
Repayments of receivable from non-restricted subsidiaries	(1,357)	(683)	(1,200)
Notes receivable to Las Vegas Sands Corp.	251,537	237,161
Notes receivable to non-restricted subsidiaries		9,773	50,766
Repayments Of Receivables From Parent	(237,161)
Dividends received from non-restricted subsidiaries	(1,383,116)	(2,564,500)	(94,472)
Capital contributions to subsidiaries	1,292,484	2,485,064	50,026
Net cash used in investing activities	(77,613)	187,112	5,120
Cash flows from financing activities:
Dividends paid to Las Vegas Sands Corp.	1,840,722	2,750,091	143,738
Dividends paid to Restricted Subsidiaries	2,944,358	4,372,553	154,472
Capital contributions received	(1,292,484)	(2,485,064)	(50,026)
Borrowings from Las Vegas Sands Corp.		(20,297)
Borrowings from Restricted Subsidiaries		(9,773)	(50,766)
Borrowings from non-restricted subsidiaries	(251,537)	(237,161)
Repayments on borrowings from Restricted Subsidiaries	1,357	683	1,200
Repayment On Borrowings From Non Restricted Subsidiaries	237,161
Net cash used in financing activities	3,479,577	4,371,032	198,618
Las Vegas Sands Corp.
Condensed Financial Statements, Captions [Line Items]
Net cash generated from (used in) operating activities	1,693,766	2,544,296	(42,087)
Cash flows from investing activities:
Capital expenditures	(29,901)	(50,903)	(21,355)
Proceeds from disposal of property and equipment	31,000
Acquisition of intangible assets			(100)
Intercompany receivable to non-restricted subsidiaries		(20,297)
Capital contributions to subsidiaries	(68)	(64)	(50,026)
Net cash used in investing activities	1,031	(71,264)	(71,481)
Cash flows from financing activities:
Proceeds from exercise of stock options	50,223	34,668	23,238
Repurchase of common stock	(561,150)
Proceeds from exercise of warrants	350	528,908	12,512
Dividends paid	(1,152,690)	(3,085,256)	(75,297)
Borrowings from non-restricted subsidiaries	251,537	237,161
Repayment On Borrowings From Non Restricted Subsidiaries	(237,161)
Redemption or repurchase and cancellation of senior notes		(189,712)
Repayments on airplane financings	(3,688)	(3,688)	(3,688)
Repurchases and redemption of preferred stock			(845,321)
Payments of preferred stock inducement premium			(16,871)
Net cash used in financing activities	(1,652,579)	(2,477,919)	(905,427)
Increase (decrease) in cash and cash equivalents	42,218	(4,887)	(1,018,995)
Cash and cash equivalents at beginning of year	7,962	12,849	1,031,844
Cash and cash equivalents at end of year	50,180	7,962	12,849
Restricted Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net cash generated from (used in) operating activities	1,892,021	2,177,182	404,624
Cash flows from investing activities:
Change in restricted cash and cash equivalents	1	(1)	2,285
Capital expenditures	(91,900)	(155,936)	(47,560)
Proceeds from disposal of property and equipment	121	454	0
Repayments of receivable from non-restricted subsidiaries	1,357	683	1,200
Notes receivable to non-restricted subsidiaries		(9,773)	(50,766)
Dividends received from non-restricted subsidiaries	1,383,116	2,564,500	94,472
Capital contributions to subsidiaries	(1,292,416)	(2,485,000)	0
Net cash used in investing activities	279	(85,073)	(369)
Cash flows from financing activities:
Distributions to noncontrolling interests	(2,894)	(2,733)	(2,495)
Dividends paid to Las Vegas Sands Corp.	(1,732,152)	(2,568,900)	(143,738)
Capital contributions received		0	50,000
Proceeds From Credit Facility Six	2,828,750
Proceeds from senior secured credit facility	250,000	400,000
Repayments on senior secured credit facility	(3,073,038)	(425,555)	(28,937)
Repayments On Other Long Term Debt And Capital Lease Obligations	(2,350)	(2,161)	(1,669)
Payments of deferred financing costs	(27,529)		0
Net cash used in financing activities	(1,759,213)	(2,599,349)	(126,839)
Increase (decrease) in cash and cash equivalents	133,087	(507,240)	277,416
Cash and cash equivalents at beginning of year	182,402	689,642	412,226
Cash and cash equivalents at end of year	315,489	182,402	689,642
Non-Restricted Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net cash generated from (used in) operating activities	4,255,589	2,894,423	2,503,697
Cash flows from investing activities:
Change in restricted cash and cash equivalents	(383)	694	802,109
Capital expenditures	(776,310)	(1,242,395)	(1,439,578)
Proceeds from disposal of property and equipment	1,034	2,455	6,093
Acquisition of intangible assets	(45,871)		0
Notes receivable to Las Vegas Sands Corp.	(251,537)	(237,161)
Repayments Of Receivables From Parent	237,161
Net cash used in investing activities	(835,906)	(1,476,407)	(631,376)
Cash flows from financing activities:
Proceeds from exercise of stock options	19,373	11,572	2,267
Dividends paid	(411,359)	(357,056)
Distributions to noncontrolling interests	(8,964)	(7,733)	(7,893)
Deemed distribution to Principal Stockholder		(18,576)
Dividends paid to Las Vegas Sands Corp.	(108,570)	(181,191)
Dividends paid to Restricted Subsidiaries	(2,944,358)	(4,372,553)	(154,472)
Capital contributions received	1,292,484	2,485,064	26
Borrowings from Las Vegas Sands Corp.		20,297
Borrowings from Restricted Subsidiaries		9,773	50,766
Repayments on borrowings from Restricted Subsidiaries	(1,357)	(683)	(1,200)
Proceeds from 2012 Singapore credit facility	104,357	3,951,486
Proceeds from 2011 VML credit facility			3,201,535
Repayment On Credit Facility Five	(430,504)
Repayments on VML credit facility			(2,060,819)
Repayments on VOL credit facility			(749,660)
Repayments on Singapore credit facility		(3,635,676)	(418,564)
Repayments on ferry financing		(140,337)	(35,002)
Repayments On Other Long Term Debt And Capital Lease Obligations	(3,452)	(2,569)	(1,971)
Payments of deferred financing costs	(7,885)	(100,888)	(84,826)
Net cash used in financing activities	(2,500,235)	(2,339,070)	(259,813)
Effect of exchange rate on cash	(7,105)	43,229	(5,292)
Increase (decrease) in cash and cash equivalents	912,343	(877,825)	1,607,216
Cash and cash equivalents at beginning of year	2,322,402	3,200,227	1,593,011
Cash and cash equivalents at end of year	$ 3,234,745	$ 2,322,402	$ 3,200,227

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Summary of Significant Accounting Policies - Estimated Departmental Cost of Promotional Allowances (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Expenses related to promotional allowances	$ 343,816	$ 275,710	$ 232,876
Rooms
Expenses related to promotional allowances	88,379	62,201	38,038
Food and beverage
Expenses related to promotional allowances	167,223	140,403	119,238
Convention, retail and other
Expenses related to promotional allowances	$ 88,214	$ 73,106	$ 75,600

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Stock-Based Employee Compensation (Tables)

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Black-Scholes Option-Pricing Model Weighted Average Assumptions

The fair value of each option grant was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions:

	Year Ended December 31,
	2013		2012		2011
LVSC 2004 Plan:
Weighted average volatility	94.8	%	95.2	%	94.4	%
Expected term (in years)	5.5		5.5		6.3
Risk-free rate	1.3	%	1.1	%	2.7	%
Expected dividends	2.5	%	1.9	%	—	%
SCL Equity Plan:
Weighted average volatility	67.7	%	70.0	%	69.2	%
Expected term (in years)	6.3		6.2		6.3
Risk-free rate	0.7	%	0.5	%	1.3	%
Expected dividends	3.1	%	4.0	%	—	%

Summary of Stock Option Activity for Company's Equity Award Plans

A summary of the stock option activity for the Company’s equity award plans for the year ended December 31, 2013, is presented below:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
LVSC 2004 Plan:
Outstanding as of January 1, 2013	9,790,460		$	40.16
Granted	287,558		56.55
Exercised	(2,777,127	)	18.08
Forfeited	(393,700	)	49.43
Outstanding as of December 31, 2013	6,907,191		$	49.18	4.33	$	212,321,939
Exercisable as of December 31, 2013	5,426,053		$	50.87	3.50	$	159,166,034
SCL Equity Plan:
Outstanding as of January 1, 2013	23,323,640		$	2.66
Granted	4,536,800		5.60
Exercised	(7,779,586	)	2.48
Forfeited	(2,473,808	)	2.79
Outstanding as of December 31, 2013	17,607,046		$	3.49	8.01	$	81,620,386
Exercisable as of December 31, 2013	3,059,475		$	2.37	7.13	$	17,600,866

Summary of Unvested Restricted Stock Units

A summary of the unvested restricted stock and stock units under the Company’s equity award plans for the year ended December 31, 2013, is presented below:

	Shares		Weighted Average Grant Date Fair Value
LVSC 2004 Plan:
Unvested restricted stock as of January 1, 2013	1,116,697		$	47.82
Granted	46,848		54.72
Vested	(337,756	)	46.89
Transfer from restricted stock units	100,000		23.89
Forfeited	(13,076	)	44.36
Unvested restricted stock as of December 31, 2013	912,713		$	45.94
Unvested restricted stock units as of January 1, 2013	374,500		$	28.35
Granted	123,207		58.82
Vested	—		—
Transfer to restricted stock	(100,000	)	23.89
Forfeited	(10,000	)	55.98
Unvested restricted stock units as of December 31, 2013	387,707		$	38.47
SCL Equity Plan:
Unvested restricted stock units as of January 1, 2013	—		$	—
Granted	2,608,400		6.64
Vested	—		—
Forfeited	—		—
Unvested restricted stock units as of December 31, 2013	2,608,400		$	6.64

Stock-Based Compensation Activity

The stock-based compensation activity for the 2004 Plan and SCL Equity Plan is as follows for the three years ended December 31, 2013 (in thousands, except weighted average grant date fair values):

	Year Ended December 31,
	2013		2012		2011
Compensation expense:
Stock options	$	32,549	$	35,777	$	44,691
Restricted stock and stock units	20,828		29,651		18,023
	$	53,377	$	65,428	$	62,714
Income tax benefit recognized in the consolidated statements of operations	$	—	$	—	$	—
Compensation cost capitalized as part of property and equipment	$	941	$	938	$	576
LVSC 2004 Plan:
Stock options granted	288		537		263
Weighted average grant date fair value	$	35.76	$	36.17	$	36.31
Restricted stock granted	47		517		1,250
Weighted average grant date fair value	$	54.72	$	52.97	$	45.42
Restricted stock units granted	123		333		42
Weighted average grant date fair value	$	58.82	$	25.98	$	47.15
Stock options exercised:
Intrinsic value	$	129,149	$	84,761	$	89,814
Cash received	$	50,223	$	34,668	$	23,238
Tax benefit realized for tax deductions from stock-based compensation	$	—	$	—	$	—
SCL Equity Plan:
Stock options granted	4,537		7,762		9,987
Weighted average grant date fair value	$	2.63	$	1.65	$	1.71
Restricted stock units granted	2,608,400		—		—
Weighted average grant date fair value	$	6.64	$	—	$	—
Stock options exercised:
Intrinsic value	$	25,786	$	12,261	$	1,699
Cash received	$	19,373	$	11,572	$	2,267
Tax benefit realized for tax deductions from stock-based compensation	$	—	$	—	$	—

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended												12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013		Dec. 31, 2012	Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Statement of Comprehensive Income [Abstract]
Net income	$ 769,731	$ 809,298	$ 671,673	$ 703,974	[1]	$ 571,343	$ 444,980	[2]	$ 286,381	[2],[3]	$ 579,109	[3],[4]	$ 2,954,676	$ 1,881,813	$ 1,883,119
Currency translation adjustment, net of reclassification adjustment and before and after tax													(89,976)	172,788	(32,793)
Currency translation adjustment, net of reclassification adjustment and before tax													(89,976)	172,788	(32,793)
Total comprehensive income													2,864,700	2,054,601	1,850,326
Comprehensive income attributable to noncontrolling interests													(647,998)	(361,534)	(325,618)
Comprehensive income attributable to Las Vegas Sands Corp.													$ 2,216,702	$ 1,693,067	$ 1,524,708

[1] The second Sheraton tower of Sands Cotai Central opened in January 2013.

[2] The Conrad and Holiday tower and the first Sheraton tower of Sands Cotai Central opened in April and September 2012, respectively. In connection with the opening of these towers, the Company also opened gaming areas and retail, entertainment, dining and meeting facilities.

[3] During the first and second quarters of 2012, the Company recorded impairment losses of $42.9 million and $100.7 million, respectively.

[4] During the first quarter of 2012, the Principal Stockholder’s family exercised all of their outstanding warrants to purchase 87,500,175 shares of the Company’s common stock and paid $525.0 million in cash as settlement of the exercise price.

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Related Party Transactions - Additional Information (Detail) (USD $)	8 Months Ended	12 Months Ended												0 Months Ended	12 Months Ended						0 Months Ended
	Sep. 01, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008	Dec. 31, 2007	Dec. 31, 2006	Dec. 31, 2005	Dec. 31, 2004	Dec. 31, 2003	Nov. 30, 2008	Nov. 15, 2011 Principal Stockholder	Dec. 31, 2013 Banquet and Catering	Dec. 31, 2012 Banquet and Catering	Dec. 31, 2011 Banquet and Catering	Dec. 31, 2013 Aviation	Dec. 31, 2012 Aviation	Dec. 31, 2011 Aviation	Mar. 02, 2012 Preferred Stock And Warrants Issued To Principal Stockholders Family Principal Stockholder's Family
Related Party Transaction [Line Items]
Goods and services sold to Principal Stockholder															$ 1,700,000	$ 1,300,000	$ 500,000	$ 17,600,000	$ 15,400,000	$ 15,200,000
Aviation cost incurred and paid to Principal Stockholder																		11,400,000	11,700,000	16,500,000
Redemption of preferred stock, value				577,500,000										577,500,000
Common stock shares issued upon exercise of warrants		64,562	88,155,671	21,953,704																	87,500,175
Exercise price of warrants													6.00								6.00
Cash in settlement of the warrant exercise price		350,000	528,908,000	12,512,000																	525,000,000
Purchased lease interest and assets of Carnevale Coffee Bar, LLC, purchase price												3,100,000
Purchased lease interest and assets of Carnevale Coffee Bar, LLC, annual installment	$ 300,000		$ 300,000	$ 300,000	$ 300,000	$ 300,000	$ 300,000	$ 300,000	$ 300,000	$ 300,000	$ 300,000	$ 600,000

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Accounts Receivable, Net

12 Months Ended

Dec. 31, 2013

Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract]

Accounts Receivable, Net

Accounts Receivable, Net

Accounts receivable consists of the following (in thousands):

	December 31,
	2013			2012
Casino	$	2,110,749		$	2,060,478
Mall	125,761			121,213
Rooms	106,935			81,723
Other	48,392			47,528
	2,391,837			2,310,942
Less — allowance for doubtful accounts	(629,727		)	(491,682		)
	$	1,762,110		$	1,819,260

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Intangible Assets, Net - Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, net	$ 102,081	$ 70,618
Marina Bay Sands Gaming License
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, gross	44,942	30,710
Less - accumulated amortization	(10,195)	(27,440)
Intangible assets, net	34,747	3,270
Trademarks and other
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, gross	1,141	1,139
Less - accumulated amortization	(307)	(291)
Intangible assets, net	834	848
Sands Bethlehem gaming license and certificate
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 66,500	$ 66,500

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Stock-Based Employee Compensation - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 OptionPlan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of nonqualified stock option plans	3
LVSLLC 1997 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares provided by the plan	19,952,457
Obligation of the Principal Stockholder to issue shares, number of shares	984,321
LVSC 2004 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares provided by the plan	26,344,000
Term of plan (in years)	10 years
Shares available for grant	6,413,843
Stock options vesting period (in years)	4 years
Maximum contractual term of outstanding stock options	10 years
LVSC 2004 Plan | Stock option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to unvested equity-based awards	$ 19.0
Percentage of estimated forfeitures per year related to unvested stock options	8.00%
Expected weighted average period for recognition of stock option (in years)	2 years 3 months 0 days
LVSC 2004 Plan | Restricted stock and stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to unvested equity-based awards	29.8
Percentage of estimated forfeitures per year related to unvested stock options	8.00%
Expected weighted average period for recognition of stock option (in years)	2 years 2 months 26 days
SCL Equity Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares provided by the plan	804,786,508
Term of plan (in years)	10 years
Shares available for grant	769,242,301
Stock options vesting period (in years)	4 years
Maximum contractual term of outstanding stock options	10 years
SCL Equity Plan | Stock option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to unvested equity-based awards	16.2
Percentage of estimated forfeitures per year related to unvested stock options	8.80%
Expected weighted average period for recognition of stock option (in years)	2 years 2 months 26 days
SCL Equity Plan | Restricted stock units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to unvested equity-based awards	$ 16.0
Expected weighted average period for recognition of stock option (in years)	3 years 6 months 0 days

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Income Taxes - Income (Loss) from Continuing Operations Before Income Taxes and Minority Interest (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract]
Foreign	$ 3,109,982	$ 2,089,243	$ 2,149,538
Domestic	33,530	(26,667)	(54,715)
Income before income taxes	$ 3,143,512	$ 2,062,576	$ 2,094,823

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Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2013

Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

For the Years Ended December 31, 2013, 2012 and 2011

Description	Balance at Beginning of Year		Provision for Doubtful Accounts	Write-offs, Net of Recoveries		Balance at End of Year
	(In thousands)
Allowance for doubtful accounts:
2011	$	181,856	150,456	(57,246	)	$	275,066
2012	$	275,066	239,332	(22,716	)	$	491,682
2013	$	491,682	237,786	(99,741	)	$	629,727

Description	Balance at Beginning of Year		Additions	Deductions		Balance at End of Year
	(In thousands)
Deferred income tax asset valuation allowance:
2011	$	331,275	46,228	(52,264	)	$	325,239
2012	$	325,239	1,088,812	(23,151	)	$	1,390,900
2013	$	1,390,900	149,893	(21,525	)	$	1,519,268

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Income Taxes - Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at the beginning of the year	$ 59,338	$ 43,411	$ 35,769
Additions to tax positions related to prior years	4,431	8,959	4,450
Reductions to tax positions related to prior years	(12,063)	0	(35)
Additions to tax positions related to current year	5,706	6,968	3,736
Settlements	(753)	0	(417)
Lapse in statutes of limitations	0	0	(92)
Balance at the end of the year	$ 56,659	$ 59,338	$ 43,411

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following table provides the assets carried at fair value (in thousands):

			Fair Value Measurements Using:
	Total Carrying Value		Quoted Market Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of December 31, 2013
Cash equivalents(1)	$	2,255,951	$	2,255,951	$	—	$	—
Interest rate caps(2)	$	159	$	—	$	159	$	—
As of December 31, 2012
Cash equivalents(1)	$	1,377,330	$	1,377,330	$	—	$	—
Interest rate caps(2)	$	218	$	—	$	218	$	—

_________________________

(1) The Company has short-term investments classified as cash equivalents as the original maturities are less than 90 days.

(2) As of December 31, 2013 and 2012, the Company has 22 and 30 interest rate cap agreements, respectively, with an aggregate fair value of approximately $0.2 million, based on quoted market values from the institutions holding the agreements.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Litigation

The Company is involved in other litigation in addition to those noted below, arising in the normal course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the Company’s financial condition, results of operations or cash flows.

On October 15, 2004, Richard Suen and Round Square Company Limited ("RSC") filed an action against LVSC, Las Vegas Sands, Inc. (“LVSI”), Sheldon G. Adelson and William P. Weidner in the District Court of Clark County, Nevada (the “District Court of Clark County”), asserting a breach of an alleged agreement to pay a success fee of $5.0 million and 2.0% of the net profit from the Company’s Macao resort operations to the plaintiffs as well as other related claims. In March 2005, LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties. Pursuant to an order filed March 16, 2006, plaintiffs’ fraud claims set forth in the first amended complaint were dismissed with prejudice against all defendants. The order also dismissed with prejudice the first amended complaint against defendants Sheldon G. Adelson and William P. Weidner. On May 24, 2008, the jury returned a verdict for the plaintiffs in the amount of $43.8 million. On June 30, 2008, a judgment was entered in this matter in the amount of $58.6 million (including pre-judgment interest). The Company appealed the verdict to the Nevada Supreme Court. On November 17, 2010, the Nevada Supreme Court reversed the judgment and remanded the case to the District Court of Clark County for a new trial. In its decision reversing the monetary judgment against the Company, the Nevada Supreme Court also made several other rulings, including overturning the pre-trial dismissal of the plaintiffs’ breach of contract claim and deciding several evidentiary matters, some of which confirmed and some of which overturned rulings made by the District Court of Clark County. On February 27, 2012, the District Court of Clark County set a date of March 25, 2013, for the new trial. On June 22, 2012, the defendants filed a request to add experts and plaintiffs filed a motion seeking additional financial data as part of their discovery. The District Court of Clark County granted both requests. The retrial began on March 27 and on May 14, 2013, the jury returned a verdict in favor of RSC in the amount of $70.0 million. On May 28, 2013, a judgment was entered in the matter in the amount of $101.6 million (including pre-judgment interest). On June 7, 2013, the Company filed a motion with the District Court of Clark County requesting that the judgment be set aside as a matter of law or in the alternative that a new trial be granted. On July 30, 2013, the District Court of Clark County denied the Company’s motion. On October 17, 2013, the Court entered an order granting plaintiff’s request for certain costs and fees associated with the litigation in the amount of approximately $1.0 million. On December 6, 2013, the Company filed a notice of appeal of the jury verdict with the Nevada Supreme Court. The Company's opening appellate brief with the Supreme Court is due to be filed on April 14, 2014. The Company believes that it has valid bases in law and fact to appeal these verdicts. As a result, the Company believes that the likelihood that the amount of the judgments will be affirmed is not probable, and, accordingly, that the amount of any loss cannot be reasonably estimated at this time. Because the Company believes that this potential loss is not probable or estimable, it has not recorded any reserves or contingencies related to this legal matter. In the event that the Company’s assumptions used to evaluate this matter as neither probable nor estimable change in future periods, it may be required to record a liability for an adverse outcome.

On October 20, 2010, Steven C. Jacobs, the former Chief Executive Officer of SCL, filed an action against LVSC and SCL in the District Court of Clark County alleging breach of contract against LVSC and SCL and breach of the implied covenant of good faith and fair dealing and tortious discharge in violation of public policy against LVSC. On March 16, 2011, an amended complaint was filed, which added Sheldon G. Adelson as a defendant and alleged a claim of defamation per se against him, LVSC and SCL. On June 9, 2011, the District Court of Clark County dismissed the defamation claim and certified the decision as to Sheldon G. Adelson as a final judgment. On July 1, 2011, the plaintiff filed a notice of appeal regarding the final judgment as to Sheldon G. Adelson. On August 26, 2011, the Nevada Supreme Court issued a writ of mandamus instructing the District Court of Clark County to hold an evidentiary hearing on whether personal jurisdiction exists over SCL and stayed the case until after the district court’s decision. On January 17, 2012, Mr. Jacobs filed his opening brief with the Nevada Supreme Court regarding his appeal of the defamation claim against Mr. Adelson. On January 30, 2012, Mr. Adelson filed his reply to Mr. Jacobs’ opening brief. On March 8, 2012, the District Court of Clark County set a hearing date for the week of June 25-29, 2012, for the evidentiary hearing on personal jurisdiction over SCL. On May 24, 2012, the District Court of Clark County vacated the hearing date previously set for June 25-29 and set a status conference for June 28, 2012. At the June 28 status hearing, the District Court of Clark County set out a hearing schedule to resolve a discovery dispute and did not reset a date for the jurisdictional hearing. From September 10 to September 12, 2012, the District Court of Clark County held a hearing to determine the outcome of certain discovery disputes and issued an Order on September 14, 2012. In its Order, the District Court of Clark County fined LVSC $25,000 and, for the purposes of the jurisdictional discovery and evidentiary hearing, precluded the Defendants from relying on the Macao Data Privacy Act as an objection or defense under its discovery obligations. On December 21, 2012, the District Court of Clark County ordered the defendants to produce documents from a former counsel to LVSC containing attorney client privileged information. On January 23, 2013, the defendants filed a writ with the Nevada Supreme Court challenging this order (the “January Writ”). On January 29, 2013, the District Court of Clark County granted defendants motion for a stay of the order. On February 15, 2013, the Nevada Supreme Court ordered the plaintiff to answer the January Writ. On February 28, 2013, the District Court of Clark County ordered a hearing on plaintiff’s request for sanctions and additional discovery (the “February 28th Order”). On April 8, 2013, the defendants filed a writ with the Nevada Supreme Court challenging the February 28th Order (the “April Writ”); and the Nevada Supreme Court ordered the plaintiff to answer the April Writ by May 20, 2013. The defendants also filed and were granted a stay of the February 28th Order by the District Court of Clark County until such time as the Nevada Supreme Court decides the April Writ. On June 18, 2013, the District Court of Clark County scheduled the jurisdictional hearing for July 16-22, 2013 and issued an order allowing the plaintiff access to privileged communications of counsel to the Company (the “June 18th Order”). On June 21, 2013, the Company filed another writ with the Nevada Supreme Court challenging the June 18th Order (the “June Writ”). The Nevada Supreme Court accepted the June Writ on June 28, 2013, and issued a stay of the June 18th Order. On June 28, 2013, the District Court of Clark County vacated the jurisdictional hearing. On July 3, 2013, the Company filed a motion with the Nevada Supreme Court to consolidate the pending writs (each of which have been fully briefed to the Nevada Supreme Court as of the date of this filing). On October 9, 2013, the Nevada Supreme Court heard arguments on the January Writ and plaintiff’s appeal of the District Court of Clark County’s dismissal of plaintiff’s defamation claim against Mr. Adelson. The Nevada Supreme Court has taken both matters under advisement pending a decision. On January 29, 2014, the defendants filed Supplemental Authority and a Motion to Recall Mandate with the Nevada Supreme Court to (i) inform the Nevada Supreme Court of a recently decided U.S. Supreme Court case involving similar jurisdictional issues to this matter and (ii) given this new precedent, to review anew its August 26, 2011, writ of mandamus to the District Court of Clark County, respectively. On February 27, 2014, the Nevada Supreme Court ruled in favor of the Company on the January Writ. On March 3, 2014, the Nevada Supreme Court is scheduled to hear oral arguments on the April and June Writs. Mr. Jacobs is seeking unspecified damages. This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On February 9, 2011, LVSC received a subpoena from the Securities and Exchange Commission (the “SEC”) requesting that the Company produce documents relating to its compliance with the Foreign Corrupt Practices Act (the “FCPA”). The Company has also been advised by the Department of Justice (the “DOJ”) that it is conducting a similar investigation. It is the Company’s belief that the subpoena may have emanated from the lawsuit filed by Steven C. Jacobs described above.

After the Company’s receipt of the subpoena from the SEC on February 9, 2011, the Board of Directors delegated to the Audit Committee, comprised of three independent members of the Board of Directors, the authority to investigate the matters raised in the SEC subpoena and related inquiry of the DOJ.

As part of the 2012 annual audit of the Company’s financial statements, the Audit Committee advised the Company and its independent accountants that it had reached certain preliminary findings, including that there were likely violations of the books and records and internal controls provisions of the FCPA and that in recent years, the Company has improved its practices with respect to books and records and internal controls.

Based on the information provided to management by the Audit Committee and its counsel, the Company believes, and the Audit Committee concurs, that the preliminary findings:

• do not have a material impact on the financial statements of the Company;

• do not warrant any restatement of the Company’s past financial statements; and

• do not represent a material weakness in the Company’s internal controls over financial reporting as of December 31, 2013.

The investigation by the Audit Committee is complete. The Company is cooperating with all investigations. Based on proceedings to date, management is currently unable to determine the probability of the outcome of this matter, the extent of materiality, or the range of reasonably possible loss, if any.

On May 24, 2010, Frank J. Fosbre, Jr. filed a purported class action complaint in the United States District Court for the District of Nevada (the “U.S. District Court”), against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 1, 2007 through November 6, 2008. The complaint sought, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On July 21, 2010, Wendell and Shirley Combs filed a purported class action complaint in the U.S. District Court, against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from June 13, 2007 through November 11, 2008. The complaint, which was substantially similar to the Fosbre complaint, discussed above, sought, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On August 31, 2010, the U.S. District Court entered an order consolidating the Fosbre and Combs cases, and appointed lead plaintiffs and lead counsel. As such, the Fosbre and Combs cases are reported as one consolidated matter. On November 1, 2010, a purported class action amended complaint was filed in the consolidated action against LVSC, Sheldon G. Adelson and William P. Weidner. The amended complaint alleges that LVSC, through the individual defendants, disseminated or approved materially false and misleading information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 2, 2007 through November 6, 2008. The amended complaint seeks, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On January 10, 2011, the defendants filed a motion to dismiss the amended complaint, which, on August 24, 2011, was granted in part, and denied in part, with the dismissal of certain allegations. On November 7, 2011, the defendants filed their answer to the allegations remaining in the amended complaint. On July 11, 2012, the U.S. District Court issued an order allowing Defendants’ Motion for Partial Reconsideration of the Court’s Order dated August 24, 2011, striking additional portions of the plaintiff’s complaint and reducing the class period to a period of February 4 to November 6, 2008. On August 7, 2012, the plaintiff filed a purported class action second amended complaint (the “Second Amended Complaint”) seeking to expand their allegations back to a time period of 2007 (having previously been cut back to 2008 by the U.S. District Court) essentially alleging very similar matters that had been previously stricken by the U.S. District Court. On October 16, 2012, the defendants filed a new motion to dismiss the Second Amended Complaint. The plaintiffs responded to the motion to dismiss on November 1, 2012, and defendants filed their reply on November 12, 2012. On November 20, 2012, the U.S. District Court granted a stay of discovery under the Private Securities Litigation Reform Act pending a decision on the new motion to dismiss and therefore, the discovery process has been suspended. On April 16, 2013, the case was reassigned to a new judge. On July 30, 2013, the U.S. District Court heard the motion to dismiss and took the matter under advisement. On November 7, 2013, the judge granted in part and denied in part defendants motions to dismiss. On December 13, 2013, the defendants filed their answer to the second amended complaint. Discovery in the matter has re-started. On January 8, 2014, plaintiffs filed a motion to expand the certified class period. On February 3, 2014, the judge agreed to the parties' stipulation to defer briefing on the issue of expanding the class period until the U.S. Supreme Court issues a decision in the case of Halliburton Co. v. Erica P. John Fund, Inc. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On March 23, 2012, Ernest Kleinschmidt filed a shareholder derivative action (the “Kleinschmidt action”) on behalf of the Company in the District Court of Clark County against Sheldon G. Adelson, Michael A. Leven, Irwin A. Siegel, Jeffrey H. Schwartz, Jason N. Ader, Charles D. Forman, Irwin Chafetz and George P. Koo, who are currently members of the Board of Directors, and Wing T. Chao, Andrew R. Heyer, James Purcell, Bradley H. Stone and William P. Weidner, who are former members of the Board of Directors and/or executives of the Company. The complaint alleges, among other things, breach of fiduciary duties for disseminating false and misleading information, failure to maintain internal controls and failing to properly oversee and manage the Company, and unjust enrichment. The complaint seeks, among other relief, unspecified damages, direction to LVSC to take unspecified actions to improve its corporate governance and internal procedures, restitution and disgorgement of profits, and attorneys’ fees, costs and related expenses for the plaintiff. On June 29, 2012, the defendants who had been served at that time including nominal defendant LVSC and defendants Michael A. Leven, Irwin A. Siegel, Jason N. Ader, Charles D. Forman, Irwin Chafetz, George P. Koo, James Purcell, Bradley H. Stone and William P. Weidner filed a motion to dismiss. On July 20 and July 25, 2012, defendants Jeffery H. Schwartz and Wing T. Chao, respectively, each filed a substantially similar motion to dismiss. On October 10, 2012, the case was transferred to business court within the District Court of Clark County. On October 12, 2012, the case was reassigned to a new judge. On January 14, 2013, the District Court of Clark County filed its order dismissing the entire case for failure to make a demand on the Board of Directors of LVSC with 5 of 6 claims dismissed with prejudice as being time barred under applicable statutes of limitations. The sixth claim for unjust enrichment was allowed to be re-filed, but only after demand on the Board of Directors of LVSC is made. The Company received a letter from the plaintiffs lawyers dated February 9, 2013, making their demand on the Board of Directors of LVSC for the unjust enrichment claim that the District Court of Clark County previously dismissed without prejudice. In addition, on February 19, 2013, the plaintiffs filed a notice of appeal with the Nevada Supreme Court appealing the dismissal of the case. Plaintiff’s opening brief in the Nevada Supreme Court was due on August 12, 2013, and the response briefs were due per the court’s calendar. On September 4, 2013, the appeal to the Nevada Supreme Court was dismissed.

On March 9, 2011, Benyamin Kohanim filed a shareholder derivative action (the “Kohanim action”) on behalf of the Company in the District Court of Clark County against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint alleges, among other things, breach of fiduciary duties in failing to properly implement, oversee and maintain internal controls to ensure compliance with the FCPA. The complaint seeks to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On April 18, 2011, Ira J. Gaines, Sunshine Wire and Cable Defined Benefit Pension Plan Trust dated 1/1/92 and Peachtree Mortgage Ltd. filed a shareholder derivative action (the “Gaines action”) on behalf of the Company in the District Court of Clark County against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim action. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. The Kohanim and Gaines actions have been consolidated and are reported as one consolidated matter. On July 25, 2011, the plaintiffs filed a first verified amended consolidated complaint. The plaintiffs have twice agreed to stay the proceedings. A 120-day stay was entered by the Court in October 2011. It was extended for another 90 days in February 2012 and expired in May 2012. The parties agreed to an extension of the May 2012 deadline that expired on October 30, 2012. The defendants filed a motion to dismiss on November 1, 2012, based on the fact that the plaintiffs have suffered no damages. On January 23, 2013, the Court denied the motion to dismiss in part, deferred the remainder of the motion to dismiss and stayed the proceedings until a July 22, 2013, status hearing. On July 22, 2013, the Court extended the stay until December 2, 2013, and then on December 2, 2013, extended it again until March 3, 2014. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On April 1, 2011, Nasser Moradi, Richard Buckman, Douglas Tomlinson and Matt Abbeduto filed a shareholder derivative action (the “Moradi action”), as amended on April 15, 2011, on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim and Gaines actions. The complaint seeks to recover for the Company unspecified damages, including exemplary damages and restitution, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. On April 18, 2011, the Louisiana Municipal Police Employees Retirement System filed a shareholder derivative action (the “LAMPERS action”) on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi and Gaines actions. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On April 22, 2011, John Zaremba filed a shareholder derivative action (the “Zaremba action”) on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi, Gaines and LAMPERS actions. The complaint seeks to recover for the Company unspecified damages, including restitution, disgorgement of profits and injunctive relief, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On August 25, 2011, the U.S. District Court consolidated the Moradi, LAMPERS and Zaremba actions and such actions are reported as one consolidated matter. On November 17, 2011, the defendants filed a motion to dismiss or alternatively to stay the federal action due to the parallel state court action described above. On May 25, 2012, the case was transferred to a new judge. On August 27, 2012, the U.S. District Court granted the motion to stay pending a further update of the Special Litigation Committee due on October 30, 2012. On October 30, 2012, the defendants filed the update asking the judge to determine whether to continue the stay until January 31, 2013, or to address motions to dismiss. On November 7, 2012, the U.S. District Court denied defendants request for an extension of the stay but asked the parties to brief the motion to dismiss. On November 21, 2012, defendants filed their motion to dismiss. On December 21, 2012, plaintiffs filed their opposition and on January 18, 2013, defendants filed their reply. On May 31, 2013, the case was reassigned to a new judge. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On January 23, 2014, W.A. Sokolowski filed a shareholder derivative action (the "Sokolowski action") on behalf of the Company and in his individual capacity as a shareholder in the U.S. District Court for the District of Nevada against Sheldon G. Adelson, Michael A. Leven, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Charles A. Koppelman, Jeffrey H. Schwartz, Victor Chaltiel and Irwin A. Siegel, each of whom was serving on the Company’s board of directors (collectively, the “Directors”), as well as against Frederick Hipwell, a partner at PricewaterhouseCoopers LLP (“PwC”), the Company’s former auditor. The complaint alleges, among other things, that the Directors breached their fiduciary duties to the Company by attempting to conceal certain alleged misrepresentations and wrongdoing by the Company’s management, concealed certain facts in connection with audits performed by PwC and caused the issuance of a false or misleading proxy statement in 2013. The complaint seeks, among other things the appointment of a conservator or special master to oversee the Company’s discussions with governmental agencies as well as to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. The Company filed a motion to dismiss on February 13, 2014. This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On January 19, 2012, Asian American Entertainment Corporation, Limited (“AAEC”) filed a claim (the “Macao action”) with the Macao Judicial Court (Tribunal Judicial de Base) against VML, LVS (Nevada) International Holdings, Inc. (“LVS (Nevada)”), LVSLLC and VCR (collectively, the “Defendants”). The claim is for 3.0 billion patacas (approximately $375.6 million at exchange rates in effect on December 31, 2013) as compensation for damages resulting from the alleged breach of agreements entered into between AAEC and the Defendants for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of 2001. On July 4, 2012, the Defendants filed their defense to the Macao action with the Macao Judicial Court. AAEC then filed a reply that included several amendments to the original claim, although the amount of the claim was not amended. On January 4, 2013, the Defendants filed an amended defense to the amended claim with the Macao Judicial Court. The Macao action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

As previously disclosed by the Company, on February 5, 2007, AAEC brought a similar claim (the “Prior Action”) in the U.S. District Court, against LVSI (now known as LVSLLC), VCR and Venetian Venture Development, LLC, which are subsidiaries of the Company, and William P. Weidner and David Friedman, who are former executives of the Company. The U.S. District Court entered an order on April 16, 2010, dismissing the Prior Action. On April 20, 2012, LVSLLC, VCR and LVS (Nevada) filed an injunctive action (the “Nevada Action”) against AAEC in the U.S. District Court seeking to enjoin AAEC from proceeding with the Macao Action based on AAEC’s filing, and the U.S. District Court’s dismissal, of the Prior Action. On June 14, 2012, the U.S. District Court issued an order that denied the motions requesting the Nevada Action, thereby effectively dismissing the Nevada Action.

On August 1, 2012, SCL filed an announcement with the SEHK stating that SCL’s subsidiary, VML, has received a notification from the Office for Personal Data Protection of the Macao government (the “OPDP”) indicating that the OPDP has launched an official investigation procedure in relation to the alleged transfer from Macao by VML to the United States of certain data contrary to the Personal Data Protection Act (Macau). On April 13, 2013, the OPDP presented its findings and VML received a cumulative fine of 40,000 patacas (approximately $5,008 at exchange rates in effect on December 31, 2013). VML paid the fine as levied by the OPDP.

The Company previously received subpoenas from the U.S. Attorney’s Office for the Central District of California (the “USAO”) requesting the production of documents relating to two prior customers of the Company’s properties. In August 2013, the USAO completed its investigation and entered into an agreement with the Company, whereby the Company agreed to voluntarily return $47.4 million to the U.S. Treasury, which represented funds received from or on behalf of one of its customers, and provide written reports to the USAO regarding certain of its casino-related activities. The amount has been paid during the year ended December 31, 2013, and the matter has been closed.

On February 11, 2014, the Company disclosed that it was the victim of a sophisticated cyber-attack on its computer networks in the United States. As a result of this criminal attack, the U.S. government has commenced investigations into the source of the attack. In addition, the Company is working with internal and external forensic information technology systems experts in connection with this effort. As a result of the investigations and the Company’s efforts, which are ongoing, the Company has learned as of the date of the filing of this Annual Report on Form 10-K that certain customer and employee data was compromised at its Bethlehem facility and other data may have been stolen in the attack as well as that the attack may have destroyed certain other Company data. The Company is cooperating fully with the investigations. Based on the preliminary status of the investigations and the absence of claims asserted thus far, management is currently unable to determine the probability of the outcome of any matters relating to the cyber-attack, the extent of materiality or the range of reasonably possible loss, if any.

Macao Concession and Subconcession

On June 26, 2002, the Macao government granted a concession to operate casinos in Macao through June 26, 2022, subject to certain qualifications, to Galaxy Casino Company Limited (“Galaxy”), a consortium of Macao and Hong Kong-based investors. During December 2002, VML and Galaxy entered into a subconcession agreement that was recognized and approved by the Macao government and allows VML to develop and operate casino projects, including the Sands Macao, The Venetian Macao, the Plaza Casino at the Four Seasons Macao, and Sands Cotai Central, separately from Galaxy. Beginning on December 26, 2017, the Macao government may redeem the subconcession agreement by providing the Company at least one year prior notice.

Under the subconcession, the Company is obligated to pay to the Macao government an annual premium with a fixed portion and a variable portion based on the number and type of gaming tables it employs and gaming machines it operates. The fixed portion of the premium is equal to 30.0 million patacas (approximately $3.8 million at exchange rates in effect on December 31, 2013). The variable portion is equal to 300,000 patacas per gaming table reserved exclusively for certain kinds of games or players, 150,000 patacas per gaming table not so reserved and 1,000 patacas per electrical or mechanical gaming machine, including slot machines (approximately $37,558, $18,779 and $125, respectively, at exchange rates in effect on December 31, 2013), subject to a minimum of 45.0 million patacas (approximately $5.6 million at exchange rates in effect on December 31, 2013). The Company is also obligated to pay a special gaming tax of 35% of gross gaming revenues and applicable withholding taxes. The Company must also contribute 4% of its gross gaming revenue to utilities designated by the Macao government, a portion of which must be used for promotion of tourism in Macao. Based on the number and types of gaming tables employed and gaming machines in operation as of December 31, 2013, the Company was obligated under its subconcession to make minimum future payments of approximately $43.8 million in each of the next five years and approximately $153.4 million thereafter. These amounts are expected to increase as the Company completes its remaining Cotai Strip developments.

Currently, the gaming tax in Macao is calculated as a percentage of gross gaming revenue; however, unlike Nevada, gross gaming revenue does not include deductions for credit losses. As a result, if the Company extends credit to its customers in Macao and is unable to collect on the related receivables, the Company must pay taxes on its winnings from these customers even though it was unable to collect on the related receivables. If the laws are not changed, the Company’s business in Macao may not be able to realize the full benefits of extending credit to its customers. Although there are proposals to revise the gaming tax laws in Macao, there can be no assurance that the laws will be changed.

Operating Leases

The Company leases real estate and various equipment under operating lease arrangements and is also party to several service agreements with terms in excess of one year. As of December 31, 2013, the Company was obligated under non-cancelable operating leases to make future minimum lease payments as follows (in thousands):

2014	$	15,539
2015	9,253
2016	5,071
2017	3,793
2018	3,640
Thereafter	102,300
Total minimum payments	$	139,596

Expenses incurred under operating lease agreements, including those that are short-term and variable-rate in nature, totaled $67.5 million, $51.4 million and $43.9 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Other Ventures and Commitments

The Company has entered into employment agreements with nine of its executive officers, with remaining terms of one to four years. As of December 31, 2013, the Company was obligated to make future payments of $10.2 million, $5.2 million, $2.4 million and $0.2 million during the years ended December 31, 2014, 2015, 2016 and 2017, respectively.

During 2003, the Company entered into three lease termination and asset purchase agreements with The Grand Canal Shoppes tenants. In each case, the Company has obtained title to leasehold improvements and other fixed assets, which were originally purchased by The Grand Canal Shoppes tenants, and which have been recorded at estimated fair market value, which approximated the discounted present value of the Company’s obligation to the former tenants. As of December 31, 2013, the Company was obligated under these agreements to make future payments of approximately $0.4 million in each of the next five years and $4.8 million thereafter.

Malls and Other

The Company leases space at several of its integrated resorts to various third parties. These leases are non-cancelable operating leases with lease periods that vary from 1 month to 25 years. The leases include minimum base rents with escalated contingent rent clauses. At December 31, 2013, the future minimum rentals on these non-cancelable leases are as follows (in thousands, at exchange rates in effect on December 31, 2013):

2014	$	334,229
2015	304,708
2016	248,691
2017	195,754
2018	150,321
Thereafter	402,847
Total minimum future rentals	$	1,636,550

The total minimum future rentals do not include the escalated contingent rent clauses. Contingent rentals amounted to $129.1 million, $109.0 million and $82.3 million for the years ended December 31, 2013, 2012 and 2011, respectively.