UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) November 21, 2019

LAS VEGAS SANDS CORP.(Exact name of registrant as specified in its charter)

NEVADA(State or other jurisdiction of incorporation)

001-32373 27-0099920(Commission File Number) (IRS Employer Identification No.)

3355 LAS VEGAS BOULEVARD SOUTHLAS VEGAS, NEVADA

89109

(Address of principal executive offices) (Zip Code)

(702) 414-1000(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of thefollowing provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading

Symbol(s) Name of each exchange

on which registeredCommon Stock ($0.001 par value) LVS New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of thischapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

2.900% Senior Notes due 2025

On November 25, 2019, Las Vegas Sands Corp. (the “Company”) completed its previously announced underwritten public offering of an aggregateprincipal amount of $500 million of the Company’s 2.900% Senior Notes due 2025 (the “Notes”). The Notes were offered and sold pursuant to aprospectus, dated November 3, 2017, forming a part of the Company’s shelf registration statement on Form S-3 (Registration No. 333-221334), and aprospectus supplement, dated November 21, 2019. The Company intends to use a portion of the net proceeds from the offering of the Notes for generalcorporate purposes, which may include repurchases of the Company’s common stock under the existing authorization by its board of directors.

The Notes are unsecured, senior obligations of the Company. The Notes will rank equally with the Company’s other unsecured and unsubordinatedobligations. None of the Company’s subsidiaries will guarantee the Notes.

The Indenture

The Notes were issued under an indenture, dated as of July 31, 2019 (the “Base Indenture”), between the Company and U.S. Bank National Association (the“Trustee”), as supplemented by a fourth supplemental indenture, dated as of November 25, 2019 (the “Fourth Supplemental Indenture”), between theCompany and the Trustee, establishing the terms of the Notes (the Base Indenture, as so supplemented by the Fourth Supplemental Indenture, the“Indenture”).

The Notes will accrue interest at the rate of 2.900% per year and will mature on June 25, 2025. Interest on the Notes will be payable semi-annually inarrears on June 25 and December 25, commencing on June 25, 2020.

The Company may redeem the Notes, in whole or in part, prior to May 25, 2025, at a price equal to 100% of the aggregate principal amount thereof plus a“make-whole” premium and accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Notes will be redeemable at theoption of the Company, in whole or in part, at any time on or after May 25, 2025, at 100% of the aggregate principal amount thereof plus accrued andunpaid interest, if any, to, but excluding, the redemption date.

The Notes are subject to redemption requirements imposed by gaming laws and regulations of the State of Nevada and other gaming authorities. Upon theoccurrence of certain change of control triggering events, the Company will be required to offer to repurchase the Notes at 101% of the principal amount,plus accrued and unpaid interest to, but not including, the repurchase date.

The Indenture contains covenants, subject to customary exceptions and qualifications, that limit the ability of the Company and its subsidiaries to, amongother things:

• incur liens;

• enter into sale and leaseback transactions; and

• consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets on a consolidated basis.

The Indenture also provides for customary events of default.

The foregoing summary of the Indenture is not complete and is qualified in its entirety by reference to the full and complete text of the Base Indenture, acopy of which is incorporated in this Current Report on Form 8-K by reference as Exhibit 4.1, and the Fourth Supplemental Indenture, a copy of which isattached as Exhibit 4.2 to this Current Report on Form 8-K, each of which is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above with respect to the Notes and the Indenture is hereby incorporated by reference into this Item 2.03 insofar as itrelates to the creation of a direct financial obligation.

Item 8.01. Other Events.

In connection with the offering of the Notes, the Company entered into an underwriting agreement, dated November 21, 2019 (the “UnderwritingAgreement”), among the Company, Barclays Capital Inc., BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the severalunderwriters named therein (the “Underwriters”), providing for the issuance and sale by the Company to the Underwriters of the Notes. The UnderwritingAgreement includes customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by each of theCompany and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory andinvestment banking services for the Company, for which they received or will receive customary fees and expenses. In addition, certain of the Underwritersand their respective affiliates are lenders, and in some cases agents for the lenders, under the Company’s credit facilities.

The foregoing summary of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full and complete text of theUnderwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo. Description

1.1 Underwriting Agreement, dated November 21, 2019, among Las Vegas Sands Corp. and Barclays Capital Inc., BofA Securities, Inc. andGoldman Sachs & Co. LLC.

4.1 Indenture, dated as of July 31, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, as trustee (incorporated byreference to Exhibit 4.1 to Las Vegas Sands Corp.’s Current Report on Form 8-K filed on July 31, 2019).

4.2 Fourth Supplemental Indenture, dated as of November 25, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, astrustee, relating to the 2.900% Notes due 2025.

4.3 Form of Las Vegas Sands Corp.’s 2.900% Notes due 2025 (included in Exhibit 4.2 hereto).

5.1 Opinion of Calvin Siemer.

5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

23.1 Consent of Calvin Siemer (included in Exhibit 5.1).

23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2).

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

LAS VEGAS SANDS CORP.

By: /s/ Patrick DumontName: Patrick DumontTitle: Executive Vice President and Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by theundersigned hereunto duly authorized.

Dated: November 25, 2019

Exhibit 1.1

LAS VEGAS SANDS CORP.$500,000,000 2.900% Senior Notes due 2025

UNDERWRITING AGREEMENT

November 21, 2019

Barclays Capital Inc.745 Seventh AvenueNew York, New York 10019

BofA Securities, Inc.One Bryant ParkNew York, New York 10036

Goldman Sachs & Co. LLC200 West StreetNew York, New York 10282

As Representatives of the several Underwriters named in Schedule I attached hereto

Ladies and Gentlemen:

Las Vegas Sands Corp., a Nevada corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this“Agreement”), to issue and sell to Barclays Capital Inc. (“Barclays”), BofA Securities, Inc. (“BofAS”), Goldman Sachs & Co. LLC (“Goldman Sachs”),and the other several underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays, BofAS and Goldman Sachs are acting asrepresentatives (in such capacity, the “Representatives”), $500,000,000 in aggregate principal amount of its 2.900% senior notes due 2025 (the “Notes”).The Notes will (i) have terms and provisions that are summarized in the Pricing Disclosure Package and the Prospectus (as defined below), and (ii) beissued pursuant to an indenture (the “Base Indenture”) dated as of July 31, 2019 between the Company and U.S. Bank National Association, as trustee (the“Trustee”), as supplemented by the Fourth Supplemental Indenture to be dated as of November 25, 2019 between the Company and the Trustee, related tothe Notes (the “Supplemental Indenture”). The Base Indenture together with the Supplemental Indenture are referred to herein as the “Indenture”. ThisAgreement is to confirm the agreement concerning the purchase of the Notes from the Company by the Underwriters.

1. Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees as follows:

(a) A registration statement on Form S-3 relating to the Notes has (i) been prepared by the Company in conformity with the requirements ofthe Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the“Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies ofsuch registration statement and any amendment thereto have been delivered by the Company to you as the Representatives. As used in this Agreement:

(i) “Applicable Time” means 3:23 p.m. (New York City time) on the date of this Agreement;

(ii) “Effective Date” means the date and time at which such registration statement relating to the Notes became, or is deemed to havebecome, effective in accordance with the rules and regulations under the Securities Act;

(iii) “Issuer Free Writing Prospectus” means each “issuer free writing prospectus” (as defined in Rule 433 under the SecuritiesAct);

(iv) “Preliminary Prospectus” means any preliminary prospectus relating to the Notes included in such registration statement or filedwith the Commission pursuant to Rule 424(b) under the Securities Act, including any preliminary prospectus supplement thereto relating tothe Notes;

(v) “Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with eachIssuer Free Writing Prospectus filed or used by the Company at or before the Applicable Time, other than a road show that is an Issuer FreeWriting Prospectus but is not required to be filed under Rule 433 under the Securities Act;

(vi) “Prospectus” means the final prospectus relating to the Notes, including any prospectus supplement thereto relating to the Notes,as filed with the Commission pursuant to Rule 424(b) under the Securities Act; and

(vii) “Registration Statement” means such registration statement, as amended as of the Effective Date, including any PreliminaryProspectus or the Prospectus, all exhibits to such registration statement and including the information deemed by virtue of Rule 430B underthe Securities Act to be part of such registration statement as of the Effective Date.

Any reference to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents incorporated by referencetherein pursuant to Form S-3 under the Securities Act as of the date of such Preliminary Prospectus or the Prospectus, as the case may be. Anyreference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the RegistrationStatement or filed pursuant to Rule 424(b) under the Securities Act prior to or on the date hereof (including, for purposes hereof, any documentsincorporated by reference therein prior to or on the date hereof). Any reference to any amendment or supplement to any Preliminary Prospectus or theProspectus shall be deemed to refer to and include any

document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of such Preliminary Prospectus or theProspectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be and before thedate of such amendment or supplement and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and anyreference to any amendment to the Registration Statement shall be deemed to include any document filed with the Commission pursuant toSection 13(a), 14 or 15(d) of the Exchange Act after the Effective Date and before the date of such amendment that is incorporated by reference in theRegistration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectusor suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose has been instituted or threatened bythe Commission. The Commission has not notified the Company of any objection to the use of the form of the Registration Statement or any post-effective amendment thereto.

(b) Since the time of initial filing of the Registration Statement, the Company has been, and continues to be, a “well-known seasoned issuer”(as defined in Rule 405) eligible to use Form S-3 for the offering of the Notes. The Registration Statement is an “automatic shelf registration statement” (asdefined in Rule 405) and was filed not earlier than the date that is three years prior to the applicable Closing Date.

(c) The Registration Statement conformed and will conform in all material respects on the Effective Date and on the Closing Date, and anyamendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the requirements of the SecuritiesAct and the rules and regulations thereunder. The most recent Preliminary Prospectus conformed, and the Prospectus will conform, in all material respectswhen filed with the Commission pursuant to Rule 424(b) under the Securities Act and on the Closing Date to the requirements of the Securities Act and therules and regulations thereunder. The documents incorporated by reference in any Preliminary Prospectus or the Prospectus conformed, and any furtherdocuments so incorporated will conform, when filed with the Commission, in all material respects to the requirements of the Exchange Act or the SecuritiesAct, as applicable, and the rules and regulations of the Commission thereunder.

(d) The Registration Statement did not, as of the Effective Date, contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omittedfrom the Registration Statement in reliance upon and in conformity with written information furnished to the Company through the Representatives by or onbehalf of any Underwriters specifically for inclusion therein, which information is specified in Section 8(e).

(e) The Prospectus will not, as of its date or as of the Closing Date, contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representationor warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information

furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specifiedin Section 8(e).

(f) The Pricing Disclosure Package did not, as of the Applicable Time, contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that norepresentation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity withwritten information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, whichinformation is specified in Section 8(e).

(g) Each Issuer Free Writing Prospectus listed in Schedule III hereto, including a Pricing Term Sheet substantially in the form of Schedule IIhereto, when taken together with the Pricing Disclosure Package, did not, as of the Applicable Time, contain any untrue statement of a material fact or omitto state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedthat no representation or warranty is made as to information contained in or omitted from such Issuer Free Writing Prospectus listed in Schedule III heretoin reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriterspecifically for inclusion therein, which information is specified in Section 8(e).

(h) Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act and therules and regulations thereunder on the date of first use, and the Company has complied with all prospectus delivery and any filing requirements applicableto such Issuer Free Writing Prospectus pursuant to the Securities Act and rules and regulations thereunder. The Company has not made any offer relating tothe Notes that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives. The Company has retained inaccordance with the Securities Act and the rules and regulations thereunder all Issuer Free Writing Prospectuses that were not required to be filed pursuantto the Securities Act and the rules and regulations thereunder.

(i) Each of the Company and its Significant Subsidiaries (as defined below) has been duly organized, is validly existing and in goodstanding (to the extent such concepts are applicable) under the laws of its respective jurisdiction of organization and is duly qualified to do business and ingood standing as a foreign corporation or other business entity in each jurisdiction in which its ownership or lease of property or the conduct of itsbusinesses requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonablybe expected to have a material adverse effect on the financial condition, results of operations, properties or business of the Company and its subsidiariestaken as a whole (a “Material Adverse Effect”). Each of the Company and its Significant Subsidiaries has all power and authority necessary to own or holdits properties and to conduct the businesses in which it is engaged. The Company does not own or control, directly or indirectly, any corporation, associationor other entity that is a “significant subsidiary” (as defined in Rule 405 under the Securities Act) (collectively, the “Significant Subsidiaries”) other

than the subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the most recent fiscal year.

(j) The Company has an authorized capitalization as set forth in each of the Pricing Disclosure Package and the Prospectus, and all of theissued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. All of the issued shares ofcapital stock of each Significant Subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and are owneddirectly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for such liens, encumbrances, equities or claimsas would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(k) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Indenture. TheIndenture has been duly and validly authorized by the Company and, upon its execution and delivery by the Company and the Trustee, assuming dueauthorization, execution and delivery by the Trustee, will constitute the valid and binding agreement of the Company, enforceable against the Company inaccordance with its terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, andother laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in aproceeding in equity or at law). The Indenture will conform in all material respects to the description thereof in each of the Pricing Disclosure Package andthe Prospectus.

(l) The Company has all requisite corporate power and authority to execute, issue, sell and perform its obligations under the Notes. TheNotes have been duly authorized by the Company and, when duly executed by the Company in accordance with the terms of the Indenture, assuming dueauthentication of the Notes by the Trustee, upon delivery to the Underwriters against payment therefor in accordance with the terms hereof, will be validlyissued and delivered and will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture, enforceable against theCompany in accordance with their terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization,moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceabilityis considered in a proceeding in equity or at law). The Notes will conform in all material respects to the description thereof in each of the Pricing DisclosurePackage and the Prospectus.

(m) The Company has all requisite corporate power to execute, deliver and perform its obligations under this Agreement. This Agreementhas been duly and validly authorized, executed and delivered by the Company.

(n) The issue and sale of the Notes, the execution, delivery and performance by the Company of the Notes, the Indenture and thisAgreement, the application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Pricing Disclosure Package andthe Prospectus and the consummation of the transactions contemplated hereby and thereby, will not (i) conflict with or result in a breach or violation of anyof the terms or provisions of, impose any lien, charge or encumbrance upon any property or assets of the

Company or its subsidiaries, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement orinstrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of theproperty or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws (or similarorganizational documents) of the Company or any of its Significant Subsidiaries, or (iii) result in any violation of any statute or any judgment, order, decree,rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties orassets, except in the case of clauses (i) and (iii) above for such breaches or violations which would not, individually or in the aggregate, reasonably beexpected to have a Material Adverse Effect.

(o) No consent, approval, authorization or order of, or filing, registration or qualification with any court, governmental agency or bodyhaving jurisdiction over the Company or any of its subsidiaries or any of their properties or assets is required for the issue and sale of the Notes, theexecution, delivery and performance by the Company of the Notes, the Indenture and this Agreement, the application of the proceeds from the sale of theNotes as described under “Use of Proceeds” in each of the Pricing Disclosure Package and the Prospectus and the consummation of the transactionscontemplated hereby and thereby, except for any filings with the Gaming Authorities (as defined below) and the registration of the Notes under theSecurities Act and such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Exchange Act andapplicable state securities or blue sky laws in connection with the purchase and sale of the Notes by the Underwriters.

(p) The historical financial statements (including the related notes and supporting schedules) included or incorporated by reference in thePricing Disclosure Package and the Prospectus present fairly in all material respects the financial condition, results of operations and cash flows of theentities purported to be shown thereby, at the dates and for the periods indicated, and have been prepared in conformity with accounting principles generallyaccepted in the United States applied on a consistent basis throughout the periods involved, except as disclosed therein. The interactive data in eXtensibleBusiness Reporting Language included or incorporated by reference in the Pricing Disclosure Package and the Prospectus fairly present the informationcalled for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(q) Deloitte & Touche LLP, who have certified certain financial statements of the Company and its consolidated subsidiaries, whose reportappears in the Pricing Disclosure Package and the Prospectus or is incorporated by reference therein and who have delivered the initial letter referred to inSection 7(g) hereof, are independent public accountants as required by the Securities Act and the rules and regulations thereunder.

(r) The Company and each of its subsidiaries maintain a system of internal control over financial reporting (as such term is defined in Rule13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed by, or under the supervision of, theCompany’s principal executive and principal financial officers, or persons serving similar functions, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles in the United States. The Company and each of its subsidiaries maintain internal accounting controls sufficient toprovide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles in the United States, including, but not limited to, internal accounting controls sufficient to provide reasonableassurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary topermit preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States and to maintainaccountability for its assets, (iii) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization and(iv) the recorded accountability for the Company’s assets is compared with existing assets at reasonable intervals and appropriate action is taken withrespect to any differences. As of the date of the most recent balance sheet of the Company and its consolidated subsidiaries reviewed or audited byDeloitte & Touche LLP and the audit committee of the board of directors of the Company, there were no material weaknesses in the Company’s internalcontrols.

(s) (i) The Company and each of its subsidiaries maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e)under the Exchange Act), (ii) such disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Companyand its subsidiaries in the reports they file or submit under the Exchange Act is accumulated and communicated to management of the Company and itssubsidiaries as appropriate to allow timely decisions regarding required disclosure to be made, and (iii) such disclosure controls and procedures are effectivein all material respects to perform the functions for which they were established.

(t) There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, tocomply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith.

(u) Since the date of the latest audited financial statements included or incorporated by reference in the Pricing Disclosure Package and theProspectus, neither the Company nor any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or othercalamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, and there has not been anyadverse change, or any development involving a prospective adverse change, in or affecting the financial condition, results of operations, properties, seniormanagement or business of the Company and its subsidiaries taken as a whole, in each case except as would not, individually or in the aggregate, reasonablybe expected to have a Material Adverse Effect.

(v) The Company and each of its Significant Subsidiaries have good and marketable title to all real property owned by them, in each casefree and clear of all liens, encumbrances and defects, except such liens, encumbrances and defects as are described in the Pricing Disclosure Package andthe Prospectus or such as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made ofsuch property by the Company or any of its subsidiaries. All assets held under lease by the Company or any of its Significant Subsidiaries are held by themunder valid, subsisting and enforceable

leases, with such exceptions as do not materially interfere with the use made and proposed to be made of such assets by the Company or any of itssubsidiaries.

(w) The Company and its Significant Subsidiaries have such permits, licenses, franchises, concessions and other approvals or authorizationsof governmental or regulatory authorities (“Permits”) as are necessary under applicable law (including Gaming Laws) to own their properties and conducttheir businesses in the manner described in the Pricing Disclosure Package and the Prospectus, except for any of the foregoing that would not, individuallyor in the aggregate, reasonably be expected to have a Material Adverse Effect or except as described in the Pricing Disclosure Package and the Prospectus.The Company and its Significant Subsidiaries have fulfilled and performed all of their obligations with respect to the Permits, and no event has occurredthat allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the holder orany such Permits, except for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effector except as described in the Pricing Disclosure Package and the Prospectus. Neither the Company nor any of its Significant Subsidiaries has received noticeof any revocation or modification of any such Permits or has any knowledge that any such Permits will not be renewed in the ordinary course except, ineach case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or except as described in the PricingDisclosure Package and the Prospectus. To the Company’s knowledge, no governmental agency with authority pursuant to any Gaming Law is investigatingthe Company or any of its Significant Subsidiaries in any non-routine matter, the results of which would reasonably be expected to have a Material AdverseEffect. “Gaming Laws” shall mean all applicable concessions, constitutions, treaties, laws and statutes pursuant to which any Gaming Authority possessesregulatory, licensing or permit authority over gaming, gambling or casino activities and all rules, rulings, orders, ordinances, regulations of any GamingAuthority applicable to the gambling, casino, gaming businesses or activities of the Company or any of its subsidiaries in any jurisdiction, as in effect fromtime to time, including the policies, interpretations and administration thereof by the Gaming Authorities. “Gaming Authorities” shall mean, in anyjurisdiction in which the Company or any of its subsidiaries manages or conducts any casino, gaming business or activities, the applicable gaming board,commission or other governmental gaming regulatory body or agency that (a) has, or may at any time after issuance of the Notes have, jurisdiction over thegaming activities of any of the Company or any of its subsidiaries, or any successor to such authority or (b) is, or may at any time after the issuance of theNotes be, responsible for interpreting, administering and enforcing the Gaming Laws.

(x) (i) The Company and its Significant Subsidiaries own or possess adequate rights to use all patents, patent applications, trademarks,service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, know-how, software, systems and technology(including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conductof their respective businesses and (ii) to the knowledge of the Company, the conduct of the respective businesses of the Company and each of its SignificantSubsidiaries do not conflict with, and the Company has not received any notice of any claim of conflict with, any such rights of others, except in the case ofclauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(y) Except as disclosed in the Pricing Disclosure Package and the Prospectus, there are no legal or governmental proceedings pending towhich the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject thatwould, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would, individually or in the aggregate, reasonably beexpected to have a material adverse effect on the performance by the Company of its obligations under this Agreement, the Indenture, the Notes or theconsummation of any of the transactions contemplated hereby and thereby. To the Company’s knowledge, no such proceedings are threatened orcontemplated by governmental authorities or others.

(z) (i) Neither the Company nor any of its Significant Subsidiaries is in violation of its charter or by-laws (or similar organizationaldocuments), (ii) neither the Company nor any of its Significant Subsidiaries is in default, and no event has occurred that, with notice or lapse of time orboth, would constitute such a default, in the due performance or observance of any term, covenant, condition or other obligation contained in any indenture,mortgage, deed of trust, loan agreement, license or other agreement or instrument to which it is a party or by which it is bound or to which any of itsproperties or assets is subject and (iii) neither the Company nor any of its Significant Subsidiaries is in violation of any statute or any order, rule orregulation of any court or governmental agency or body having jurisdiction over it or its property or assets, except in the case of clauses (ii) and (iii) to theextent any such conflict, breach, violation, failure or default would not, individually or in the aggregate, reasonably be expected to have a Material AdverseEffect.

(aa) Except as otherwise disclosed in the Pricing Disclosure Package and the Prospectus, the Company and its Significant Subsidiaries(x) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety,the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received allpermits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) are in compliancewith all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receiverequired permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not,individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(bb) The Company and its Significant Subsidiaries have paid all taxes and filed all tax returns required to be paid or filed through the datehereof (after giving effect to any applicable extensions), except for (i) any such tax that is currently being contested in good faith or the failure of which topay would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) any such return the failure of which to filewould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(cc) Neither the Company nor any of its subsidiaries is, and after giving effect to the offer and sale of the Notes and the application of theproceeds therefrom as described under “Use of Proceeds” in each of the Pricing Disclosure Package and the Prospectus will be, an “investment company” ora company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules andregulations of

the Commission thereunder.

(dd) The Company has not sold or issued any securities that would be integrated with the offering of the Notes contemplated by thisAgreement pursuant to the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission.

(ee) The Company and its affiliates have not taken, directly or indirectly, any action designed to or that has constituted or that wouldreasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering ofthe Notes.

(ff) Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or otherperson acting on behalf of the Company or any of its subsidiaries, has in the course of its actions for or on behalf of the Company or any of its subsidiaries(i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct orindirect unlawful payment to any foreign or domestic government official, “foreign office” (as defined in the Foreign Corrupt Practices Act of 1977, asamended, and the rules and regulations thereunder (collectively, the “FCPA”)) or employee from corporate funds; (iii) violated or is in violation of anyprovision of the FCPA, the Bribery Act 2010 of the United Kingdom, as amended, or any other applicable anti-corruption or anti-bribery laws or statutes; or(iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic government official, foreign official oremployee; and the Company and its subsidiaries and, to the knowledge of the Company, the Company’s affiliates have conducted their respectivebusinesses in compliance with the FCPA, the Bribery Act 2010 of the United Kingdom, as amended, and any other applicable anti-corruption or anti-briberylaws or statutes, and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure,continued compliance therewith.

(gg) The operations of the Company and its subsidiaries are and have been conducted in compliance in all material respects with applicablefinancial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable moneylaundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder and any relatedor similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) andno action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of itssubsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(hh) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee oraffiliate of the Company or any of its subsidiaries is currently subject to or the target of any sanctions administered or enforced by the Office of ForeignAssets Control of the U.S. Treasury Department, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’sTreasury, or other relevant sanctions authority (collectively, “Sanctions”); neither the Company nor any of its

subsidiaries is located, organized or resident in a country (each, a “Sanctioned Country”) that is the subject of Sanctions (including, without limitation,Cuba, Crimea, Iran, North Korea and Syria); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute orotherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing (i) the activities of anyperson that is subject to or the target of Sanctions or (ii) any activities in any country that is a Sanctioned Country, or in any other manner that will result ina violation by any person (including any person participating in the transaction) of Sanctions. The Company and its subsidiaries have not knowinglyengaged in for the past five years, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any individual or entity, or inany country or territory, that at the time of the dealing or transaction is or was subject to or the target of Sanctions.

(ii) No labor disturbance by or dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of theCompany, is imminent that would reasonably be expected to have a Material Adverse Effect.

(jj) Except as disclosed in the Pricing Disclosure Package and the Prospectus, the statements under “Item 1. Business – Regulation andLicensing” in the Company’s latest annual report on Form 10-K, insofar as they purport to constitute summaries of the terms of statutes, rules orregulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules andregulations, legal and governmental proceedings and contracts and other documents in all material respects.

(kk) None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of theNotes), will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without limitation,Regulations T, U and X of the Board of Governors of the Federal Reserve System.

(ll) The Company and each of its Significant Subsidiaries carry, or are covered by, insurance from insurers of recognized financialresponsibility in such amounts and covering such risks as is customary for companies engaged in similar businesses in similar industries. All policies ofinsurance of the Company and its Significant Subsidiaries are in full force and effect. There are no material claims by the Company or any of its SignificantSubsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause;and neither the Company nor any such Significant Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage asand when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would notreasonably be expected to have a Material Adverse Effect.

(mm) Other than a registration rights agreement, dated as of November 14, 2008, there are no contracts or agreements between theCompany and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to anysecurities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant tothe Registration

Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Securities Act.

(nn) Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than thisAgreement) that could give rise to a valid claim against any of them or the Underwriters for a brokerage commission, finder’s fee or like payment inconnection with the offering and sale of the Notes.

(oo) Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its Significant Subsidiaries’information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “ITSystems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its subsidiaries ascurrently conducted, and, to the knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware andother corruptants. The Company and its Significant Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures,and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all ITSystems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with theirbusinesses, and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to the same, exceptfor those that have been remedied without material cost or liability or the duty to notify any other person, those that are disclosed in our public filings withthe Commission or those that would not, individually or in the aggregate, have a Material Adverse Effect, nor any incidents under internal review orinvestigations relating to the same. Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its SignificantSubsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator orgovernmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data andto the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection withthe offering of the Notes shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.

2. Purchase of the Notes by the Underwriters. The Company hereby agrees, on the basis of the representations, warranties, covenants andagreements of the Underwriters contained herein and subject to all the terms and conditions set forth herein, to issue and sell to the Underwriters and, uponthe basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, theUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 99.275% of the principal amount of the Notes, the totalprincipal amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto. The Company shall not be obligated to deliver any of thesecurities to be delivered hereunder except upon payment for all of the securities to be purchased as provided herein.

3. Offering of Notes by the Underwriters. Upon authorization by the Representatives of the release of the Notes, the several Underwriters propose tooffer the Notes for sale upon the terms and conditions to be set forth in the Prospectus.

4. Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Notes shall be made at the office of DavisPolk & Wardwell LLP, at 10:00 A.M., New York City time, on November 25, 2019 (the “Closing Date”). The place of closing for the Notes and theClosing Date may be varied by agreement between the Underwriters and the Company.

Each series of the Notes will be delivered to the Underwriters, or the Trustee as custodian for The Depository Trust Company (“DTC”),against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in immediately available funds, by causing DTC tocredit the Notes to the account of the Underwriters at DTC. The Notes will be evidenced by one or more global securities in definitive form (the “GlobalNotes”) and will be registered, in the case of the Global Notes, in the name of Cede & Co. as nominee of DTC. The Notes to be delivered to theUnderwriters shall be made available to the Underwriters in New York City for inspection and packaging not later than 10:00 A.M., New York City time,on the business day next preceding the Closing Date.

5. Agreements of the Company and the Underwriters.

(a) The Company agrees with each of the Underwriters as follows:

(i) Until the later of the Closing Date and the date that, in the opinion of counsel for the Underwriters, the Prospectus is no longerrequired by law to be delivered in connection with sales of the Notes by an Underwriter or dealer, including in circumstances where such requirement maybe satisfied pursuant to Rule 172 (the “Prospectus Delivery Period”), to prepare the Prospectus in a form approved by the Representatives and to file suchProspectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following theexecution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to theClosing Date except as provided herein; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment orsupplement to the Registration Statement or the Prospectus has been filed and to furnish the Representatives with copies thereof; to advise theRepresentatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending theuse of the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, of theinitiation or threatening of any proceeding or examination for any such purpose, or any notice from the Commission objecting to the use of the form ofRegistration Statement or any post-effective supplement thereto or of any request by the Commission for the amending or supplementing of the RegistrationStatement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any stop order or of anyorder preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly itsreasonable best efforts to obtain its withdrawal.

(ii) During the Prospectus Delivery Period, to furnish promptly to each of the Representatives and to counsel for the Underwriters asigned copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including allconsents and exhibits filed therewith (but excluding documents incorporated by reference therein).

(iii) During the Prospectus Delivery Period, to deliver promptly to the Representatives such number of the following documents as theRepresentatives shall reasonably request: (A) conformed copies of the Registration Statement as originally filed with the Commission and each amendmentthereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings but excluding documents incorporated byreference therein), (B) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus and (C) each Issuer Free WritingProspectus; and, if the delivery of a prospectus is required at any time after the date hereof in connection with the offering or sale of the Notes or any othersecurities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented wouldinclude an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of thecircumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend orsupplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with theSecurities Act or the Exchange Act, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge toeach Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended orsupplemented Prospectus that will correct such statement or omission or effect such compliance.

(iv) During the Prospectus Delivery Period, prior to filing with the Commission any amendment or supplement to the RegistrationStatement or the Prospectus (excluding any document incorporated by reference therein), to furnish a copy thereof to the Representatives and counsel forthe Underwriters and obtain the consent of the Representatives to the filing.

(v) During the Prospectus Delivery Period, not to make any offer to sell or solicitation of an offer to buy the Notes that wouldconstitute an Issuer Free Writing Prospectus without the prior consent of the Representatives, which consent shall not be unreasonably withheld or delayed.

(vi) During the Prospectus Delivery Period, to comply with all applicable requirements of Rule 433 under the Securities Act withrespect to any Issuer Free Writing Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as aresult of which such Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement,the most recent Preliminary Prospectus or the Prospectus or, when taken together with the information in the Registration Statement, the most recentPreliminary Prospectus or the Prospectus, includes an untrue statement of a material fact or omits to state any material fact necessary in order to make thestatements therein, in the light of the circumstances then prevailing, not misleading, as promptly as reasonably practicable after becoming aware thereof,

the Company will give notice thereof to the Underwriters through the Representatives and, if requested by the Representatives, will prepare and furnishwithout charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission to effectsuch compliance.

(vii) As soon as reasonably practicable after the Effective Date (it being understood that the Company shall have until at least 410days or, if the fourth quarter following the fiscal quarter that includes the Effective Date is the last fiscal quarter of the Company’s fiscal year, 455 daysafter the end of the Company’s current fiscal quarter), to make generally available to the Company’s security holders and to deliver to the Representativesan earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the rules andregulations thereunder (including, at the option of the Company, Rule 158).

(viii) Prior to the Closing Date, to take such action as the Representatives may from time to time reasonably request to qualify theNotes for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters may request and to comply with such laws so asto permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes;provided that in connection therewith the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdictionin which it would not otherwise be required to so qualify, (ii) file a general consent to service of process in any such jurisdiction, or (iii) subject itself totaxation in any jurisdiction in which it would not otherwise be subject.

(ix) To apply the net proceeds from the sale of the Notes being sold by the Company substantially in accordance with the descriptionas set forth in the Prospectus under the caption “Use of Proceeds.”

(b) The Company and its affiliates will not take, directly or indirectly, any action designed to or that has constituted or that reasonablywould be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of theNotes.

(c) For a period commencing on the date hereof and ending on the Closing Date, the Company agrees not to, directly or indirectly, (i) offerfor sale, sell, or otherwise dispose of (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by anyperson at any time in the future of) any debt securities of the Company substantially similar to the Notes or securities convertible into or exchangeable forsuch debt securities of the Company, or sell or grant options, rights or warrants with respect to such debt securities of the Company or securities convertibleinto or exchangeable for such debt securities of the Company, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole orin part, any of the economic benefits or risks of ownership of such debt securities of the Company, whether any such transaction described in clause (i) or(ii) above is to be settled by delivery of debt securities of the Company or other securities, in cash or otherwise, (iii) file or cause to be filed a registrationstatement, including any amendments, with respect to the registration of debt securities of the Company substantially similar to the Notes or securitiesconvertible, exercisable or exchangeable into debt securities of the Company, or (iv) publicly

announce an offering of any debt securities of the Company substantially similar to the Notes or securities convertible or exchangeable into such debtsecurities, in each case without the prior written consent of Barclays, on behalf of the Underwriters.

(d) The Company will assist the Underwriters in arranging for the Notes to be eligible for clearance and settlement through DTC.

(e) Each Underwriter severally agrees that such Underwriter shall not include any “issuer information” (as defined in Rule 433 under theSecurities Act) in any “free writing prospectus” (as defined in Rule 405 under the Securities Act) used or referred to by such Underwriter without the priorconsent of the Company (any such issuer information with respect to whose use the Company has given its consent, “Permitted Issuer Information”);provided that (i) no such consent shall be required with respect to any such issuer information contained in any document filed by the Company with theCommission prior to the use of such free writing prospectus, and (ii) “issuer information,” (as used in this Section 5(b)), shall not be deemed to includeinformation prepared by or on behalf of such Underwriter on the basis of or derived from issuer information.

6. Expenses. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Companyagrees to pay or cause to be paid all expenses, costs, fees and taxes incident to and in connection with: (a) the preparation, printing, filing and distribution ofthe Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package and the Prospectus (including,without limitation, financial statements) and all amendments and supplements thereto (including the fees, disbursements and expenses of the Company’saccountants and counsel, but not, however, legal fees and expenses of the Underwriters’ counsel incurred in connection therewith); (b) the preparation,printing (including, without limitation, word processing and duplication costs) and delivery of this Agreement, the Indenture, all Blue Sky memoranda andall other agreements, memoranda, correspondence and other documents printed and delivered in connection therewith; (c) the issuance and delivery by theCompany of the Notes and any taxes payable in connection therewith; (d) the qualification of the Notes for offer and sale under the securities laws of theseveral states and any foreign jurisdictions as the Underwriters may designate (including, without limitation, the reasonable fees and disbursements of theUnderwriters’ counsel relating to such registration or qualification not to exceed $10,000 in the aggregate); (e) the preparation of certificates for the Notes(including, without limitation, printing and engraving thereof); (f) the approval of the Notes by DTC for “book-entry” transfer; (g) the rating of the Notes;(h) the obligations of the Trustee, any agent of the Trustee and the counsel for the Trustee in connection with the Indenture and the Notes; (i) theperformance by the Company of its other obligations under this Agreement; and (j) all travel expenses of each Underwriter and the Company’s officers andemployees and any other expenses of each Underwriter and the Company in connection with attending or hosting meetings with prospective purchasers ofthe Notes and expenses associated with any electronic road show (it being understood that a chartered aircraft will not be used for such purpose). Except asprovided in this Section 6, Section 8 and Section 11, the Underwriters shall pay their own costs and expenses, including the fees and disbursements of theircounsel.

7. Conditions to Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase the Notes on the Closing Date are subject tothe accuracy, when made and on and as of the Closing Date, of the representations and warranties of the Company contained herein, to the performance bythe Company of its obligations hereunder, and to each of the following additional terms and conditions:

(a) The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a). The Company shall have compliedwith all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date hereof; no stop order suspending theeffectiveness of the Registration Statement or preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus shall have beenissued and no proceeding or examination for such purpose shall have been initiated or threatened by the Commission; and any request of the Commissionfor inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with.

(b) Skadden, Arps, Slate, Meagher & Flom LLP shall have furnished to the Underwriters its written opinions, as counsel to the Company,addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially in the form ofExhibit A-1 hereto.

(c) Calvin Siemer, Senior Vice President and Deputy Global General Counsel shall have furnished to the Underwriters his written opinion,as Nevada counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to theUnderwriters, substantially in the form of Exhibit A-2 hereto.

(d) The Underwriters shall have received from Davis Polk & Wardwell LLP, counsel for the Underwriters, such opinion or opinions andnegative assurance letter, dated the Closing Date, with respect to the issuance and sale of the Notes, the Pricing Disclosure Package, the Prospectus andother related matters as the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents and information assuch counsel reasonably requests for the purpose of enabling them to pass upon such matters.

(e) Promptly following the execution of this Agreement, the Representatives, on behalf of the Underwriters, shall have received fromDeloitte & Touche LLP a letter, in form and substance reasonably satisfactory to the Underwriters, addressed to the Underwriters and dated the date hereof,containing statements and information of the type ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered publicofferings.

(f) With respect to the letter of Deloitte & Touche LLP referred to in the preceding paragraph and delivered to the Representatives, onbehalf of the Underwriters, promptly following the execution of this Agreement (the “initial letter”), the Company shall have furnished to the Underwritersa “bring-down letter” of such accountants, addressed to the Underwriters and dated the Closing Date, confirming as of the Closing Date (or, with respect tomatters involving changes or developments since the respective dates as of which specified financial information is given in the Pricing Disclosure Packageor the Prospectus, as of a date not more than three days prior to the date of the Closing Date) in all material respects the conclusions and findings set forth inthe initial letter.

(g) Subsequent to the execution of this Agreement (i) neither the Company nor any of its subsidiaries shall have sustained any loss orinterference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court orgovernmental action, order or decree and (ii) there shall not have been any change in the capital stock or long-term debt of the Company or any of itssubsidiaries or any change, or any development involving a prospective change, in or affecting the financial condition, results of operations, properties,senior management or business of the Company and its subsidiaries taken as a whole, the effect of which, in any such case described in clause (i) or (ii), is,individually or in the aggregate, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed withthe offering, sale or the delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Pricing DisclosurePackage and the Prospectus.

(h) The Company shall have furnished or caused to be furnished to the Underwriters dated as of the Closing Date a certificate of the ChiefExecutive Officer, the Chief Financial Officer or the Treasurer of the Company, including a statement:

(i) That the representations, warranties and agreements of the Company in Section 1 are true and correct on and as of the ClosingDate, and the Company has complied with all its agreements contained herein and satisfied all the conditions on its part to be performed orsatisfied hereunder at or prior to the Closing Date;

(ii) That no stop order suspending the effectiveness of the Registration Statement has been issued; and no proceedings or examinationfor that purpose have been instituted or, to the knowledge of such officer, threatened; and the Commission shall not have notified theCompany of any objection to the use of the Registration Statement or any post-effective amendment thereto; and

(iii) To the effect of Section 7(g) (provided that no representation with respect to the judgment of the Representatives need be made)and Section 7(i).

(i) Subsequent to the earlier of the Applicable Time and the execution and delivery of this Agreement there shall not have occurred any ofthe following: (i) downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical ratingorganization,” as that term is used by the Commission in Section 15E under the Exchange Act, or (ii) such organization shall have publicly announced thatit has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities.

(j) The Notes shall be eligible for clearance and settlement through DTC.

(k) The Company and the Trustee shall have executed and delivered the Indenture, and the Underwriters shall have received copies thereof,duly executed by the Company and the Trustee.

(l) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) (A) trading insecurities generally on any securities

exchange that has registered with the Commission under Section 6 of the Exchange Act (including the New York Stock Exchange, The NASDAQ GlobalSelect Market, The NASDAQ Global Market or The NASDAQ Capital Market) or (B) trading in any securities of the Company on any exchange shall havebeen suspended or materially limited or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have beenestablished on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority havingjurisdiction, (ii) a general moratorium on commercial banking activities shall have been declared by federal or state authorities, (iii) the United States shallhave become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of anational emergency or war by the United States, or (iv) there shall have occurred such a material adverse change in general economic, political or financialconditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financialmarkets in the United States shall be such), or any other calamity or crisis either within or outside the United States, in each case, as to make it, in thejudgment of the Representatives, impracticable or inadvisable to proceed with the offering, sale or delivery of the Notes being delivered on the Closing Dateon the terms and in the manner contemplated in the Prospectus or that, in the judgment of the Representatives, could materially and adversely affect thefinancial markets or the markets for the Notes and other debt securities.

(m) On or prior to the Closing Date, the Company shall have furnished to the Underwriters such further certificates and documents as theUnderwriters may reasonably request.

All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with theprovisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

8. Indemnification and Contribution.

(a) The Company hereby agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers and employees and eachperson, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and againstany loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or actionrelating to purchases and sales of Notes), to which that Underwriter, affiliate, director, officer, employee or controlling person may become subject, underthe Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or allegeduntrue statement of a material fact contained (A) in any Preliminary Prospectus, the Registration Statement, the Prospectus or in any amendment orsupplement thereto, (B) any Issuer Free Writing Prospectus or in any amendment or supplement thereto, (C) any Permitted Issuer Information used orreferred to in any “free writing prospectus” (as defined in Rule 405 under the Securities Act) used or referred to by any Underwriter, or (D) any materials orinformation provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Notes, including any“road show” (as defined in Rule 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus (“Marketing Materials”) or (ii) theomission or alleged omission to state in any Preliminary

Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment or supplement thereto, or in any PermittedIssuer Information or any Marketing Materials, any material fact necessary in order to make the statements therein (except in the case of the RegistrationStatement, in the light of the circumstances under which they were made), not misleading, and shall reimburse each Underwriter and each such affiliate,director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, affiliate,director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage,liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss,claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made inany Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus, or in any such amendment or supplementthereto, or in any Permitted Issuer Information or any Marketing Materials, in reliance upon and in conformity with written information concerning suchUnderwriter furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which informationconsists solely of the information specified in Section 8(e). The foregoing indemnity agreement is in addition to any liability that the Company mayotherwise have to any Underwriter or to any affiliate, director, officer, employee or controlling person of that Underwriter.

(b) Each Underwriter, severally and not jointly, hereby agrees to indemnify and hold harmless the Company, its affiliates, directors, officersand employees and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the ExchangeAct, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company or any such affiliate,director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability oraction arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Preliminary Prospectus, theRegistration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or (B) in any Marketing Materials,or (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free WritingProspectus, or in any amendment or supplement thereto, or in any Marketing Materials, any material fact necessary in order to make the statements therein(except in the case of the Registration Statement, in the light of the circumstances under which they were made), not misleading, and shall reimburse theCompany and each such affiliate, director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonablyincurred by the Company or such affiliate, director, officer, employee or controlling person in connection with investigating or defending or preparing todefend against any such loss, claim, damage, liability or action as such expenses are incurred, but in each case only to the extent that any such loss, claim,damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission that was made inreliance upon and in conformity with written information concerning such Underwriter furnished to the Company through the Representatives by or onbehalf of that Underwriter specifically for inclusion therein, which information consists solely of the information set forth in Section 8(e). The foregoingindemnity agreement is in addition to any liability that any Underwriter may otherwise have to the Company or any such affiliate,

director, officer, employee or controlling person.

(c) Promptly after receipt by an indemnified party under this Section 8 of notice of any claim or the commencement of any action, theindemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party inwriting of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from anyliability that it may have under paragraphs (a) or (b) above except to the extent it has been materially prejudiced (through the forfeiture of substantive rightsor defenses) by such failure and; provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability that it may have toan indemnified party otherwise than under paragraphs (a) or (b) above. If any such claim or action shall be brought against an indemnified party, and it shallnotify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any othersimilarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from theindemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to theindemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereofother than reasonable costs of investigation; provided, however, that the indemnified party shall have the right to employ counsel to represent jointly theindemnified party and those other indemnified parties and their respective affiliates, directors, officers, employees and controlling persons who may besubject to liability arising out of any claim in respect of which indemnity may be sought under this Section 8, if (i) the indemnified party and theindemnifying party shall have so mutually agreed; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory tothe indemnified party; (iii) the indemnified party and its affiliates, directors, officers, employees and controlling persons shall have reasonably concludedthat there may be legal defenses available to them that are different from or in addition to those available to the indemnified party; or (iv) the named partiesin any such proceeding (including any impleaded parties) include both the indemnified parties or their respective affiliates, directors, officers, employees orcontrolling persons, on the one hand, and the indemnifying party, on the other, and representation of both sets of parties by the same counsel would presenta conflict due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid bythe indemnifying party and the indemnified party shall no longer have the right to assume the defense of any such claim or action. No indemnifying partyshall (x) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent tothe entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contributionmay be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromiseor consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does notinclude a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, or (y) be liable for any settlementof any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent of theindemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to

indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

(d) If the indemnification provided for in this Section 8 shall for any reason be unavailable to or insufficient to hold harmless an indemnifiedparty under Section 8(a) or 8(b) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then eachindemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result ofsuch loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by theCompany, on the one hand, and the Underwriters, on the other, from the offering of the Notes, or (ii) if the allocation provided by clause (i) above is notpermitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relativefault of the Company, on the one hand, and the Underwriters, on the other, with respect to the statements or omissions that resulted in such loss, claim,damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company, onthe one hand, and the Underwriters, on the other, with respect to such offering shall be deemed to be in the same proportion as the total net proceeds fromthe offering of the Notes purchased under this Agreement (before deducting expenses) received by the Company, on the one hand, and the total discountsand commissions received by the Underwriters with respect to the Notes purchased under this Agreement, on the other, bear to the total gross proceeds fromthe offering of the Notes under this Agreement as set forth on the cover page of the Prospectus. The relative fault shall be determined by reference to(i) whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information suppliedby the Company or the Underwriters, (ii) the intent of the parties and (iii) their relative knowledge, access to information and opportunity to correct orprevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to thisSection 8(d) were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method ofallocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result ofthe loss, claim, damage or liability, or action in respect thereof referred to above in this Section 8(d) shall be deemed to include, for purposes of thisSection 8(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action orclaim. Notwithstanding the provisions of this Section 8(d), no Underwriter shall be required to contribute any amount in excess of the amount by which thetotal underwriting discounts and commissions received by such Underwriter with respect to the offering of the Notes exceeds the amount of any damagesthat such Underwriter has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. Noperson guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any personwho was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute as provided in this Section 8(d) are several inproportion to their respective underwriting obligations and not joint.

(e) The Underwriters severally confirm and the Company acknowledges and agrees that the statements with respect to the offering of theNotes by the Underwriters set forth on the cover page of, and the concession and reallowance figures and the paragraph relating to

stabilization by the Underwriters appearing under the caption “Underwriting” in, the Pricing Disclosure Package and the Prospectus are correct andconstitute the only information concerning such Underwriters furnished in writing to the Company by or on behalf of the Underwriters specifically forinclusion in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplementthereto or in any Marketing Materials.

9. Defaulting Underwriters.

(a) If, on the Closing Date, any Underwriter defaults in its obligation to purchase the Notes that it has agreed to purchase under thisAgreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Notes by the non-defaulting Underwriters orother persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, thenon-defaulting Underwriters do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within whichto procure other persons satisfactory to the non-defaulting Underwriters to purchase such Notes on such terms. In the event that within the respectiveprescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such Notes, or the Company notifiesthe non-defaulting Underwriters that it has so arranged for the purchase of such Notes, either the non-defaulting Underwriters or the Company maypostpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for theUnderwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptlyprepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any suchchanges. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any partynot listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Underwriter agreed but failed to purchase.

(b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by thenon-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchaseddoes not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaultingUnderwriter to purchase the principal amount of Notes that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based onthe principal amount of Notes that such Underwriter agreed to purchase hereunder) of the Notes of such defaulting Underwriter or Underwriters for whichsuch arrangements have not been made.

(c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by thenon-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchasedexceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Company shall not exercise the right described in paragraph (b) above,then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to thisSection 9 shall be without liability on the part of the Company,

except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8shall not terminate and shall remain in effect.

(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaultingUnderwriter for damages caused by its default.

10. Termination. The obligations of the Underwriters hereunder may be terminated by the Underwriters by notice given to and received by theCompany prior to delivery of and payment for the Notes if, prior to that time, any of the events described in Sections 7(g),7(i) or 7(l) shall have occurred orif the Underwriters shall decline to purchase the Notes for any reason permitted under this Agreement.

11. Reimbursement of Underwriters’ Expenses. If (a) the Company fails to tender the Notes for delivery to the Underwriters as set forth in thisAgreement, or (b) the Underwriters terminate this Agreement pursuant to Section 10 or decline to purchase the Notes for any reason permitted under thisAgreement, the Company shall reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel for theUnderwriters) incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Notes, and upon demand the Companyshall pay the full amount thereof to the Underwriters. If this Agreement is terminated pursuant to Section 9 by reason of the default of one or moreUnderwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

12. Notices, etc. All statements, requests, notices and agreements hereunder shall be in writing, and:

(a) if to any Underwriters, shall be delivered or sent by hand delivery, mail, overnight courier or facsimile transmission to (i) BarclaysCapital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133), with a copy, in the case of anynotice pursuant to Section 8(c), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Ave., New York, New York10019, (ii) BofA Securities, Inc., 50 Rockefeller Plaza, New York, New York 10020, Attention: High Grade Transaction Management and (iii) GoldmanSachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department, with a copy to Davis Polk & Wardwell LLP, 450Lexington Avenue, New York, New York 10017, Attention: Derek Dostal (Fax: (212) 450-5527); and

(b) if to the Company, shall be delivered or sent by mail, telex, overnight courier or facsimile transmission to Las Vegas Sands Corp., 3355Las Vegas Boulevard South, Las Vegas, Nevada 89109, Attention: Office of the General Counsel, with a copy to Skadden, Arps, Slate, Meagher & FlomLLP, Four Times Square, New York, New York 10036-6522, Attention: David Goldschmidt (Fax: (917) 777-3574).

Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof.

13. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, andtheir respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that therepresentations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of affiliates,directors, officers and employees of the Underwriters and each person or persons, if any, controlling any Underwriter within the meaning of Section 15 ofthe Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 14, anylegal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

14. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriterscontained in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall survive the delivery of and payment for theNotes and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of any of them orany person controlling any of them.

15. Definition of the Terms “Business Day”, “Affiliate”, and “Subsidiary”. For purposes of this Agreement, (a) “business day” means any day onwhich the New York Stock Exchange, Inc. is open for trading, and (b) “affiliate” and “subsidiary” have the meanings set forth in Rule 405 under theSecurities Act.

16. Governing Law & Venue. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall begoverned by and construed in accordance with the laws of the State of New York. The Company and each of the Underwriters agree that any suit,action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federalcourt in The City of New York and County of New York, and waives any objection that such party may now or hereafter have to the laying of venue of anysuch proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company irrevocably waives, tothe fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought insuch a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that theCompany has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legalprocess with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any suchsuit, action or proceeding.

17. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any of the Underwriters that is a Covered Entity becomes subject to a proceeding under a U.S. Special ResolutionRegime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the sameextent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governedby the

laws of the United States or a state of the United States.

(b) In the event that any of the Underwriters that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to aproceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted tobe exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed bythe laws of the United States or a state of the United States.

(c) As used in this Agreement:

(i) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).

(ii) “Covered Entity” means any of the following:

(x) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(y) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(z) a “covered FSI” as that term is defined in, and interpreted in accordance with 12 C.F.R. § 382.2(b).

(iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2or 382.1, as applicable.

(iv) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgatedthereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

18. Waiver of Jury Trial. The Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law,any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

19. No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, or any other services the Underwriters may bedeemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations orassurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on theone hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, withoutlimitation, with respect to the determination of the purchase price of the Notes, and such relationship between the Company, on the one hand, and theUnderwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters mayhave

to the Company shall be limited to those duties and obligations specifically stated herein; (d) the Underwriters and their respective affiliates may haveinterests that differ from those of the Company; and (e) the Company have consulted its own legal and financial advisors to the extent it deemedappropriate. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty inconnection with the Notes.

20. Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executedcounterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

21. Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning orinterpretation of, this Agreement.

If the foregoing correctly sets forth the agreement among the Company and the Underwriters, please indicate your acceptance in the spaceprovided for that purpose below.

Very truly yours,

LAS VEGAS SANDS CORP.

By /s/ Patrick DumontName: Patrick DumontTitle:

Executive Vice President andChief Financial Officer

Accepted:

BARCLAYS CAPITAL INC.BOFA SECURITIES, INC.GOLDMAN SACHS & CO. LLC

Acting on behalf of itself and as Representatives of the several Underwriters BARCLAYS CAPITAL INC.

By /s/ Kelly ChengName: Kelly ChengTitle: Managing Director

BOFA SECURITIES, INC.

By /s/ Evan LadouceurName: Evan LadouceurTitle: Managing Director

GOLDMAN SACHS & CO. LLC

By /s/ Adam GreeneName: Adam GreeneTitle: Managing Director

[Signature Page to Underwriting Agreement]

SCHEDULE I

Principal Amount of Notes to be

Underwriters Purchased Barclays Capital Inc. $116,667,000 BofA Securities, Inc. 116,667,000 Goldman Sachs & Co. LLC 116,666,000 BNP Paribas Securities Corp. 37,500,000 Fifth Third Securities, Inc. 37,500,000 Scotia Capital (USA) Inc. 37,500,000 SMBC Nikko Securities America, Inc. 37,500,000

Total $500,000,000

SCHEDULE II

Pricing Term Sheet

Free Writing Prospectus filed pursuant to Rule 433Preliminary Prospectus Supplement dated November 21, 2019

To Prospectus dated November 3, 2017Registration Statement File No. 333-221334

Offering of$500,000,000 2.900% Senior Notes due 2025

(the “Offering”)

November 21, 2019

Pricing Term Sheet

The information in this pricing term sheet relates to the Offering and should be read together with the preliminary prospectus supplement datedNovember 21, 2019 (the “Preliminary Prospectus Supplement”), including the documents incorporated by reference therein, and the accompanying baseprospectus dated November 3, 2017, filed pursuant to Rule 424(b) under the Securities Act of 1933 (Registration Statement File No. 333-221334). Theinformation in this pricing term sheet supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the informationin the Preliminary Prospectus Supplement. Otherwise, this Pricing Term Sheet is qualified in its entirety by reference to the Preliminary ProspectusSupplement. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement. Issuer: Las Vegas Sands Corp. (NYSE: LVS)

Offering Format: SEC Registered

Title of Security: 2.900% Senior Notes due 2025

Principal Amount: $500,000,000

Maturity Date: June 25, 2025

Coupon: 2.900%, accruing from November 25, 2019

Price to Public: 99.875% of face amount

Benchmark Treasury: 1.500% UST due October 31, 2024

Benchmark Treasury Price and Yield: 99-13 1/4;1.624%

Spread to Benchmark Treasury: +130.0 basis points

Yield to Maturity: 2.924%

Interest Payment Dates: June 25 and December 25, commencing June 25, 2020

Regular Record Dates: June 10 and December 10

Par Call Date: On or after May 25, 2025

Make-Whole Call: T+20 basis points (prior to May 25, 2025)

Offer to Repurchase Upon Change of ControlTriggering Event:

101% of principal amount, plus accrued and unpaid interest to but excluding the repurchase date

Trade Date: November 21, 2019

Settlement Date: November 25, 2019 (T+2)

CUSIP: 517834 AH0

ISIN: US517834AH06

Denominations/Multiple: $2,000 and integral multiples of $1,000 in excess thereof

Joint Book-Running Managers:

Barclays Capital Inc.BofA Securities, Inc.Goldman Sachs & Co. LLCBNP Paribas Securities Corp.Fifth Third Securities, Inc.Scotia Capital (USA) Inc.SMBC Nikko Securities America, Inc.

This communication is intended for the sole use of the person to whom it is provided by the sender.

The issuer has filed a registration statement (including the Preliminary Prospectus Supplement and the accompanying prospectus) with the Securities andExchange Commission (the “SEC”) for the Offering to which this communication relates. Before you invest, you should read the Preliminary ProspectusSupplement and the accompanying prospectus in that registration statement and other documents the issuer has filed with the SEC for more completeinformation about the issuer and the Offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.Alternatively, the issuer, any underwriter or any dealer participating in the Offering will arrange to send you the Prospectus Supplement and theaccompanying prospectus if you request it by calling Barclays Capital Inc. at (888) 603-5847 (toll free), BofA Securities, Inc. at (800) 294-1322 (toll free)or Goldman Sachs & Co. LLC at (866) 471-2526 (toll free).

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULDBE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THISCOMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

SCHEDULE III

None.

Exhibit A-1

Form of Company Counsel Opinion

Exhibit A-2

Form of Local Counsel Opinion

Exhibit 4.2

LAS VEGAS SANDS CORP., as Company

and

U.S. BANK NATIONAL ASSOCIATION, as Trustee

2.900% Senior Notes due 2025

Fourth Supplemental

Indenture Dated as of

November 25, 2019

to

Indenture dated as of July 31, 2019

TABLE OF CONTENTS PAGE

ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Definitions 1 Section 1.02. Conflicts with Base Indenture 10

ARTICLE 2 FORM OF NOTES

Section 2.01. Form of Notes 10

ARTICLE 3 THE NOTES

Section 3.01. Amount; Series; Terms 10 Section 3.02. Denominations 11 Section 3.03. Book-entry Provisions for Global Securities 11 Section 3.04. Additional Notes 11

ARTICLE 4 REDEMPTION OR REPURCHASE OF SECURITIES

Section 4.01. Applicability of Base Indenture 12 Section 4.02. Optional Redemption 12 Section 4.03. Repurchase of Notes Upon a Change of Control 13

ARTICLE 5 COVENANTS AND REMEDIES

Section 5.01. Limitation on Liens 15 Section 5.02. Limitation on Sale and Leaseback Transactions 17 Section 5.03. Company May Consolidate, Etc., Only on Certain Terms 17 Section 5.04. Events of Default 18 Section 5.05. Acceleration of Maturity; Rescission and Annulment 19

ARTICLE 6 MISCELLANEOUS

Section 6.01. Confirmation of Indenture 20 Section 6.02. Supplemental Indentures 20 Section 6.03. Counterparts 20 Section 6.04. Governing Law 20 Section 6.05. Recitals by the Company 20

Exhibit A Form of 2025 Note A-1

FOURTH SUPPLEMENTAL INDENTURE, dated as of November 25, 2019 (“Fourth Supplemental Indenture”), to the Indenture dated as ofJuly 31, 2019 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debtsecurities that are not the Notes (as defined below), the “Base Indenture” and, as amended, modified and supplemented by this Fourth SupplementalIndenture, the “Indenture”), by and between LAS VEGAS SANDS CORP. (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, as trustee(the “Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Notes:

WHEREAS, the Company has duly authorized the execution and delivery of the Base Indenture to provide for the issuance from time to time ofsenior debt securities to be issued in one or more series as provided in the Base Indenture;

WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution anddelivery, of this Fourth Supplemental Indenture in order to establish and provide for the issuance by the Company of a series of Securities designated as its2.900% Senior Notes due 2025 (the “Notes”), on the terms set forth herein;

WHEREAS, Section 14.01 of the Base Indenture provides that a supplemental indenture may be entered into by the parties for such purpose withoutthe consent of any Holders; and

WHEREAS, all things necessary to make this Fourth Supplemental Indenture a valid and binding agreement of the parties, in accordance with itsterms, and a valid amendment of, and supplement to, the Base Indenture with respect to the Notes have been done.

NOW, THEREFORE:

ARTICLE 1DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Definitions. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Base Indenture.The words “herein”, “hereof” and “hereby” and other words of similar import used in this Fourth Supplemental Indenture refer to this Fourth SupplementalIndenture as a whole and not to any particular section hereof.

As used herein, the following terms have the specified meanings:

“Additional Notes” has the meaning specified in Section 3.04.

“Adjusted Treasury Rate” means, with respect to any Redemption Date: (1) the yield, under the heading which represents the average for theimmediately preceding

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week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by theBoard of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constantmaturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within threemonths before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall bedetermined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or(2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate perannum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Adjusted Treasury Rate shall becalculated on the third Business Day preceding the Redemption Date or, in the case of a satisfaction and discharge or a defeasance, on the third BusinessDay prior to the date on which the Company deposits the amount required under the Indenture.

“Attributable Debt” means, with regard to a sale and leaseback arrangement of a Principal Property, an amount equal to the lesser of: (a) the fairmarket value of the Principal Property (as determined in good faith by the Company’s Board of Directors); or (b) the present value of the total net amount ofrent payments to be made under the lease during its remaining term (including any period for which such lease has been extended and excluding anyunexercised renewal or other extension options exercisable by the lessee, and excluding amounts on account of maintenance and repairs, services, taxes andsimilar charges and contingent rents), discounted at the rate of interest set forth or implicit in the terms of the lease, compounded semi-annually.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Base Indenture” has the meaning specified in the recitals of this Fourth Supplemental Indenture.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms “Beneficially Owns”and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means: (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized toact on behalf of such board; (2) with respect to a partnership, the board of directors of the general partner of the partnership; (3) with respect to a limitedliability company, the Person or Persons who are the managing member, members or managers or any controlling committee or managing members ormanagers thereof; and (4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Business Day” means any day other than a Legal Holiday.

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“Capital Stock” means: (1) in the case of a corporation, corporate stock; (2) in the case of an association or business entity, any and all shares,interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company,partnership interests (whether general or limited) or membership interests (whether general or limited); and (4) any other interests or participation thatconfers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of theforegoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (otherthan by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company andits subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than to either of the Principals and/orany of his or her Related Parties; (2) the adoption of a plan relating to the liquidation or dissolution of the Company or any successor thereto; or (3) theconsummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined in clause(1) above), other than either of the Principals and/or any of his or her Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than50% of the outstanding Voting Stock of the Company, measured by voting power rather than number of shares; provided that a transaction will not bedeemed to involve a Change of Control if (1) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) thedirect or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders ofthe Voting Stock of the Company immediately prior to that transaction or (B) immediately following that transaction no “person” (as defined in clause(1) above), other than a holding company satisfying the requirements of this sentence, either of the Principals and/or any of his or her Related Parties, is theBeneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company (measured by voting power rather than number ofshares); provided further that, notwithstanding the foregoing or any provision of the Exchange Act, a “person” (as defined in clause (1) above) shall not bedeemed to beneficially own Voting Stock subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similaragreement (or voting, support, option or similar agreement related thereto) until the consummation of the acquisition of the Voting Stock in connection withthe transactions contemplated by such agreement.

“Change of Control Offer” has the meaning set forth in Section 4.03(a).

“Change of Control Payment” has the meaning set forth in Section 4.03(a).

“Change of Control Payment Date” has the meaning set forth in Section 4.03(a).

“Change of Control Triggering Event” means the occurrence of a Change of Control and a Ratings Event.

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“Company” means the Person specified as the “Company” in the recitals of this Fourth Supplemental Indenture until a successor replaces it pursuantto the applicable provisions of the Indenture, and thereafter “Company” shall mean such successor.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturitycomparable to the remaining term of the Notes (assuming for this purpose that the Notes mature on the Par Call Date) (the “Remaining Life”) that wouldbe utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparablematurity to the Remaining Life.

“Comparable Treasury Price” means, (1) the average of four Reference Treasury Dealer Quotations for the Redemption Date pursuant toSection 4.02 hereof, after excluding the highest and lowest Reference Treasury Dealer Quotations or (2) if the Independent Investment Banker obtains fewerthan four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Consolidated Net Assets” means, as of any date of determination, the consolidated assets, after subtracting all current liabilities, as such amountsappear on the Company’s most recent internally available consolidated balance sheet and computed in accordance with GAAP; provided, that ConsolidatedNet Assets will be calculated, at the election of the Company, after giving pro forma effect to any investments, acquisitions or dispositions occurring outsidethe ordinary course of business and subsequent to the date of such balance sheet, as well as any transaction giving rise to the need to calculate ConsolidatedNet Assets (including the application of the proceeds therefrom, as applicable); and provided further that any calculation of Consolidated Net Assets shallexclude the impact attributable to Sands China Limited and each of its Subsidiaries.

“Continuing Entity” has the meaning set forth in Section 5.03(a)(1).

“Corporate Trust Office” means the address of the Trustee specified in Section 11.1 of the Base Indenture or such other address as to which theTrustee may give notice to the Company.

“Depositary” means DTC or any successor designated by the Company pursuant to the Indenture.

“Event of Default” has the meaning set forth in Section 5.04.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Fitch” means Fitch, Inc., also known as Fitch Ratings, and its successors.

“Fourth Supplemental Indenture” has the meaning specified in the recitals of this Fourth Supplemental Indenture.

“GAAP” means generally accepted accounting principles in effect in the United

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States as in effect from time to time; provided, however if the Company is required by the SEC to adopt (or is permitted to adopt and so adopts) a differentaccounting framework, including but not limited to the International Financial Reporting Standards, “GAAP” shall mean such new accounting frameworkas in effect from time to time, including, without limitation, in each case, those accounting principles set forth in the opinions and pronouncements of theAccounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial AccountingStandards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession.

“Global Notes” means Notes that are Global Securities (as defined in the Base Indenture).

“Government Securities” means securities that are: (1) direct obligations of the United States of America for the timely payment of which its fullfaith and credit is pledged; or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States ofAmerica the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America; which, in eithercase, are not callable or redeemable at the option of the issuer thereof, and will include a depository receipt issued by a bank (as defined in Section 3(a)(2)of the Securities Act), as custodian with respect to any such Government Security or a specific payment of principal of or interest on any such GovernmentSecurity held by such custodian for the account of the Holder of such depository receipt; provided that (except as required by law) such custodian is notauthorized to make any deduction from the amount payable to the Holder of such depository receipt from any amount received by the custodian in respectof the Government Security or the specific payment of principal of or interest on the Government Security evidenced by such depository receipt.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct orindirect, in any manner, including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respectthereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets,goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Holder” means any registered holder, from time to time, of the Notes.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding, for the avoidance of doubt, accruedexpenses, trade payables and hedging obligations), in respect of borrowed money if and to the extent such indebtedness would appear as a liability upon abalance sheet of the specified Person prepared in accordance with GAAP.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

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(2) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of anyother Indebtedness; and

(3) in the case of a Guarantee of Indebtedness, the maximum amount of the Indebtedness guaranteed under such Guarantee.

Notwithstanding anything contained in the Indenture to the contrary, any obligation of the Company incurred in the ordinary course of business inrespect of casino chips or similar instruments shall not constitute “Indebtedness” for any purpose under the Indenture.

“Indenture” has the meaning specified in the recitals of this Fourth Supplemental Indenture.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

“Interest Payment Date”, when used with respect to any Note, means the Stated Maturity of an installment of interest on such Note.

“Investment Grade” means a rating of BBB- or better by Fitch (or its equivalent under any successor rating category of Fitch); a rating of Baa3 orbetter by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating of BBB- or better by S&P (or its equivalent under anysuccessor rating categories of S&P); or the equivalent Investment Grade credit rating from any additional Rating Agency or Rating Agencies selected by theCompany, as applicable.

“Issue Date” means the date on which the Notes (other than any Additional Notes) are originally issued.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in New York, New York or at a place of payment are authorizedby law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place onthe next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

“Moody’s” means Moody’s Investors Service, Inc., or any successor to its statistical rating business, except that any reference to a particular rating byMoody’s will be deemed to be a reference to the corresponding rating by any such successor.

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“Nonrecourse Obligation” means Indebtedness or lease payment obligations substantially related to (i) the acquisition of assets not previouslyowned by the Company or any Subsidiary or (ii) the financing of a project involving the development or expansion of the Company’s or any Subsidiary’sproperties, as to which the obligee with respect to such indebtedness or obligation has no recourse to the Company or any Subsidiary or any of theCompany’s or any Subsidiary’s assets other than the assets which were acquired with the proceeds of such transaction or the project financed with theproceeds of such transaction (and the proceeds thereof).

“Notes” has the meaning specified in the recitals of this Fourth Supplemental Indenture.

“Par Call Date” has the meaning set forth in Section 4.02(a).

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limitedliability company or government or other entity.

“principal” of a Note means the principal amount of the Note.

“Principal Property” means the real and tangible property which is owned and operated by the Company or any Subsidiary having a gross bookvalue in excess of $300.0 million, provided that no such property will constitute a Principal Property if the Board of Directors of the Company hasdetermined in good faith that such property is not of material importance to the total business conducted by the Company and its Subsidiaries taken as awhole.

“Principals” means Sheldon G. Adelson and Dr. Miriam Adelson.

“Prospectus Supplement” means the Company’s prospectus supplement, dated November 21, 2019, relating to the offering of the Notes.

“Rating Agency” means (a) each of Fitch, Moody’s and S&P and (b) if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make arating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within themeaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency for Fitch, Moody’s or S&P, or each of them, as the casemay be.

“Ratings Event” means with respect to the Notes, (i) the rating of the Notes is lowered by two of the three Rating Agencies on any day during theperiod (the “Trigger Period”) commencing on the earlier of (a) the occurrence of a Change of Control and (b) the first public notice of the intention by theCompany to effect a Change of Control, and ending 60 days following consummation of such Change of Control (which period shall be extended so long asthe rating of such Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies, provided that no such extensionshall occur if on such 60th day such Notes have an Investment Grade

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rating from at least two Rating Agencies and are not subject to review for possible downgrade by either of such Rating Agencies), and (ii) such Notes arerated below Investment Grade by two of the three Rating Agencies on any day during the Trigger Period; provided that a Ratings Event will not be deemedto have occurred in respect of a particular Change of Control (and thus will not be deemed a Ratings Event for purposes of the definition of Change ofControl Triggering Event) if each Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Company that thereduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control(whether or not the applicable Change of Control has occurred at the time of the Ratings Event). The Notes will be deemed to have ceased to be rated asinvestment grade by a Rating Agency during any period in which such Rating Agency is not providing a rating for such Notes.

“Redemption Date”, with respect to any Note or portion thereof to be redeemed, means the date fixed for such redemption by or pursuant to theIndenture or such Note.

“Reference Treasury Dealer” means any primary U.S. Government securities dealer in New York City selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, asdetermined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage ofits principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding suchRedemption Date or, in the case of a satisfaction and discharge or a defeasance, on the third Business Day prior to the date on which the Company depositsthe amount required under the Indenture.

“Regular Record Date”, for the interest payable on any Interest Payment Date on the Notes, means the date specified for that purpose herein.

“Related Parties” means: (1) any immediate family member or former spouse (in the case of an individual) of either of the Principals; or (2) anytrust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficiallyholding a greater than 50% interest of which consist of either or both of the Principals and/or such other Persons referred to in the immediately precedingclause (1) or this clause (2).

“S&P” means S&P’s Ratings Inc. or any successor to its statistical rating business, except that any reference to a particular rating by S&P shall bedeemed to be a reference to the corresponding rating by any such successor.

“Sale and Leaseback Transaction” means any arrangement with any Person (not including the Company or any of its Subsidiaries) providing for theleasing by the Company of any Principal Property which has been or is to be sold by the Company or the applicable Subsidiary to such Person.

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“SEC” means the U.S. Securities and Exchange Commission.

“Second Change of Control Payment Date” has the meaning specified in Section 4.03(f).

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02(w)(1) or (2) of RegulationS-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Singapore Credit Facility” means the Third Amendment and Restatement Agreement dated as of August 30, 2019, to the Facility Agreement, datedas of June 25, 2012 (as amended by an amendment agreement dated November 20, 2013 and further amended and restated by amendment and restatementagreements dated August 29, 2014, and March 19, 2018), among Marina Bay Sands Pte. Ltd., as borrower, various lenders party thereto and DBS Bank Ltd.as agent and security trustee.

“Stated Maturity” means, when used with respect to the Note or any installment of principal thereof or interest thereon, the date specified in suchNote as the fixed date on which the principal of such Note or such installment of principal or interest is due and payable.

“Subsidiary” means , with respect to any specified Person: (1) any corporation, association or other business entity of which more than 50% of thetotal voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreementor stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association orother business entity 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 acombination thereof); (2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of suchPerson or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof); or (3) any limitedliability company (a) the manager or managing member of which is such Person or a Subsidiary of such Person or (b) the only members of which are thatPerson or one or more Subsidiaries of that Person (or any combination thereof).

Unless the context otherwise requires, “Subsidiary” as used herein shall mean a Subsidiary of the Company.

“Trustee” has the meaning specified in the recitals of this Fourth Supplemental Indenture.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board ofDirectors of such Person.

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Section 1.02. Conflicts with Base Indenture. In the event that any provision of this Fourth Supplemental Indenture limits, qualifies or conflicts with aprovision of the Base Indenture, such provision of this Fourth Supplemental Indenture shall control.

ARTICLE 2FORM OF NOTES

Section 2.01. Form of Notes. The Notes shall be substantially in the form of Exhibit A hereto, which are hereby incorporated in and expressly made apart of the Indenture.

ARTICLE 3THE NOTES

Section 3.01. Amount; Series; Terms. (a) There is hereby created and designated one series of Securities under the Base Indenture: the title of theNotes shall be “2.900% Senior Notes due 2025.” The changes, modifications and supplements to the Base Indenture effected by this Fourth SupplementalIndenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issuedunder the Base Indenture unless a supplemental indenture or Board Resolution with respect to such other series of Securities or Officer’s Certificateestablishing such series of Securities specifically incorporates such changes, modifications and supplements.

(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Fourth Supplemental Indenture shall belimited to $500,000,000, subject, in each case, to increase as set forth in Section 3.04.

(c) The Stated Maturity of the Notes, on which principal thereof is due and payable, shall be June 25, 2025. The Notes shall be payable and may bepresented for payment, purchase, redemption, registration of transfer and exchange at the office of the Company maintained for such purpose, which shallinitially be the Corporate Trust Office of the Trustee.

(d) The Notes shall bear interest at the rate of 2.900% per annum beginning on November 25, 2019 or from the most recent date to which interesthas been paid or duly provided for, as further provided in the form of Notes annexed hereto as Exhibit A. Interest shall be computed on the basis of a360-day year composed of twelve 30-day months. The Interest Payment Dates for the Notes shall be June 25 and December 25 of each year, beginning onJune 25, 2020, and the Regular Record Date for any interest payable on each such Interest Payment Date shall be the immediately preceding June 10 andDecember 10, respectively; provided that upon the Stated Maturity of the principal of the Notes, interest shall be payable on such Stated Maturity from themost recent date

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to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any. If any Interest Payment Date,Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will bedue on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period fromand after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding BusinessDay.

(e) The Notes will be initially issued in the form of one or more Global Notes, deposited with the Trustee, as custodian for the Depositary or itsnominee, duly executed by the Company and authenticated by the Trustee as provided in the Base Indenture.

(f) Payment of principal of and premium, if any, and interest on a Note that is a Global Security registered in the name of or held by the Depositaryor its nominee will be made in immediately available funds to the Depositary or its nominee, as the case may be, as the Holder of such Global Security. Ifthe Notes are no longer represented by a Global Security, payment of interest on certificated Notes in definitive form may, at the Company’s option, bemade by (i) check mailed directly to Holders of such Notes at their registered addresses or (ii) upon request of any Holder of at least $1,000,000 principalamount of Notes, wire transfer to an account located in the United States maintained by the payee.

Section 3.02. Denominations. The Notes shall be issuable only in registered form without coupons and only in minimum denominations of $2,000 andintegral multiples of $1,000 in excess thereof.

Section 3.03. Book-entry Provisions for Global Securities.

(a) Except for the circumstances described in Article Three of the Base Indenture, no Global Security may be exchanged in whole or in part forNotes registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for suchGlobal Security or a nominee thereof.

Section 3.04. Additional Notes. The Company may, without notice to or consent of the Holders of the Notes, create and issue pursuant to theIndenture Additional Notes having the same terms as, and ranking equally and ratably with, the Notes, except for the Issue Date, the public offering priceand, if applicable, the payment of interest accruing prior to the issue date of such Additional Notes and the first payment of interest following the Issue Dateof such Additional Notes; provided that if such Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such AdditionalNotes will have a separate CUSIP number. Such Additional Notes may be consolidated and form a single series with, and will have the same terms as toranking, redemption, waivers, amendments or otherwise as, the Notes, and will vote together as one class on all matters with respect to such Notes.

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ARTICLE 4REDEMPTION OR REPURCHASE OF SECURITIES

Section 4.01. Applicability of Base Indenture. Subject to Section 1.02 hereof, the provisions of Article Four of the Base Indenture, as supplementedby the provisions of this Fourth Supplemental Indenture, shall apply to redemptions of the Notes pursuant to Section 4.02 hereof.

Section 4.02. Optional Redemption. (a) At any time before May 25, 2025 (one month prior to the Stated Maturity) (the “Par Call Date”), the Notesshall be redeemable on any one or more occasions, as a whole or in part, at the Company’s option, at a redemption price equal to the greater of (1) 100% ofthe aggregate principal amount of the Notes to be redeemed and (2) as determined by an Independent Investment Banker, the sum of the present values ofall remaining scheduled payments of principal and interest on the Notes to and including the Par Call Date (not including any portion of such payments ofinterest accrued to, but excluding, the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting oftwelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in the case of each of clause (1) or (2), accrued and unpaid interest thereonto, but excluding, the Redemption Date.

(b) On or after the Par Call Date, the Notes shall be redeemable on any one or more occasions, as a whole or in part, at the Company’s election, at aredemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, theRedemption Date.

(c) In the case of any redemption pursuant to this Section 4.02, such redemption is subject to the right of Holders of record on the relevant RegularRecord Date to receive interest due on an Interest Payment Date that is on or before the relevant Redemption Date.

(d) The Company will prepare and give, or cause to be given, a notice of redemption to each holder of Notes of a series to be redeemed, with a copyto the Trustee, at least 15 and not more than 60 calendar days prior to the date fixed for redemption. Notice of any such redemption may, at the discretion ofthe Company, be subject to the satisfaction of one or more conditions precedent, including in connection with any corporate transaction. If such redemptionis so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in theCompany’s discretion, the redemption date may be delayed until such time (provided, however, that any delayed redemption date shall not be more than 60days after the date the relevant notice of redemption was sent) as any or all such conditions shall be satisfied, or such redemption or purchase may not occurand such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date or by the redemption dateas so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligationswith respect to such redemption may be

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performed by another Person.

(e) Unless the Company defaults in the payment of the redemption price and subject to any condition as specified in the relevant redemption notice,interest will cease to accrue on such Notes on the Redemption Date.

Section 4.03. Repurchase of Notes Upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes, unlessthe Company shall have exercised its right to redeem such Notes as described in Section 4.02 of this Fourth Supplemental Indenture, the Company will berequired to make an offer (the “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (equal to $2,000 or in integralmultiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notesrepurchased, plus accrued and unpaid interest, if any (together, the “Change of Control Payment”), on the Notes repurchased up to, but not including, thedate of repurchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest PaymentDate). Within 30 days following any Change of Control Triggering Event, the Company will electronically deliver or mail a notice to Holders of the Notes,with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offeringto repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice iselectronically delivered or mailed (the “Change of Control Payment Date”) pursuant to the procedures required by this Fourth Supplemental Indentureand described in such notice.

(b) On the Change of Control Payment Date, the Company will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properlytendered; and

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregateprincipal amount of Notes or portions of Notes being purchased by the Company.

(c) The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and theTrustee will promptly following receipt of an order therefor as required under this Fourth Supplemental Indenture, authenticate and deliver (or cause to betransferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered, if any. The Companywill publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

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(d) A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon such Change of ControlTriggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(e) Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer upon a Change of Control TriggeringEvent if (1) a third party makes such an offer in the manner and at the times and otherwise in compliance with the requirements hereunder for a Change ofControl Offer made by the Company and such third party purchases all Notes validly tendered and not withdrawn under the Change of Control Offer or(2) a notice of redemption has been given pursuant to the Indenture pursuant to which the Company has exercised its right to redeem the Notes in full,unless and until there is a default in payment of the applicable redemption price.

(f) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in aChange of Control Offer and the Company, or any third party making such an offer in lieu of the Company as described above, purchases all Notes validlytendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 15 nor more than 60 days’ priorwritten notice to the Holders of Notes and the Trustee, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes thatremain outstanding following such purchase on a date specified in such notice (the “Second Change of Control Payment Date”) at a redemption price incash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to but excluding, the Second Change of ControlPayment Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).

(g) The Company will comply with the requirements of Section 14e-1 of the Exchange Act and any other securities laws and regulations thereunderto the extent that those laws and regulations are applicable in connection with the repurchase of Notes as a result of Change of Control Triggering Event. Tothe extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the Notes, theCompany will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.03 byvirtue of compliance with such securities laws and regulations.

(h) Notwithstanding anything to the contrary in the Indenture or otherwise, for the avoidance of doubt, the Company’s obligation to repurchaseNotes upon a Change of Control Triggering Event may be waived by the Holders of not less than a majority in aggregate principal amount of theoutstanding Notes affected by such waiver.

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ARTICLE 5COVENANTS AND REMEDIES

Section 5.01. Limitation on Liens. (a) If the Company or any of its Subsidiaries, directly or indirectly, incurs, assumes or guarantees any Indebtednessand that Indebtedness is secured by a Lien on any Principal Property (or the Capital Stock of any Subsidiary that owns a Principal Property), the Companywill secure the Notes equally and ratably with (or at the option of the Company, prior to) such secured Indebtedness, so long as such secured Indebtednessshall be so secured. Any Lien that is granted to secure the Notes under this Section 5.01(a) shall be automatically released and discharged at the same timeas the release of the Lien that gave rise to the obligation to secure the Notes under this Section 5.01(a), provided that, solely for purposes of thisSection 5.01(a) and Section 5.02, Sands China Limited and each of its Subsidiaries shall not constitute Subsidiaries of the Company and shall not berestricted thereunder.

(b) The foregoing restrictions shall not apply to Indebtedness that is secured by:

(1) Liens existing on the Issue Date (including the Singapore Credit Facility);

(2) Liens created in connection with a project financed with, and created to secure, a Nonrecourse Obligation;

(3) Liens on any property or Capital Stock of a Person existing at the time the Person becomes a Subsidiary or Liens in existence at the timeof the acquisition of the assets encumbered thereby (including, in each case, without limitation, acquisition through merger or consolidation), in eachcase, which were not incurred in anticipation thereof;

(4) Liens on property or Capital Stock acquired, constructed, altered, improved or repaired by the Company or any Subsidiary and createdprior to, at the time of, or within 360 days (or thereafter if such Lien is created pursuant to a binding commitment entered into prior to, at the time ofor within 360 days) after such acquisition (including, without limitation, acquisition through merger or consolidation), construction, alteration,improvement or repair (or the completion of such construction, alteration, improvement or repair or commencement of commercial operation of suchproperty, whichever is later) to secure or provide for the payment of all or any part of the price thereof so long as such Liens are no greater than thepayment or price, as the case may be, for the property or Capital Stock acquired, constructed, altered, improved or repaired (plus an amount equal toany fees, expenses or other costs payable in connection therewith);

(5) Liens securing Indebtedness or other obligations of a Subsidiary owing to the Company or another Subsidiary; and

(6) Liens in favor of the Company or its Subsidiaries.

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For purposes of Section 5.01(b)(1), commitments under the Singapore Credit Facility shall be deemed to be Indebtedness in existence as of the IssueDate and any subsequent incurrence of Indebtedness under such commitments shall not be deemed to be an incurrence of additional Indebtedness or anadditional Lien at such subsequent time, provided that if the Singapore Credit Facility is amended or supplemented subsequent to the Issue Date, includingto increase the commitments thereunder, this paragraph shall only be applicable in respect of Indebtedness incurred up to the amount of the commitmentsunder the Singapore Credit Facility in existence as of the Issue Date. Liens securing Indebtedness incurred under the Singapore Credit Facility (includingpursuant to any amendment or supplement thereto) subsequent to the Issue Date to finance development and construction costs, fees and other expensesrelated to the MBS Expansion Project as described in the Prospectus Supplement shall be deemed to be incurred under Section 5.01(b)(4), so long as suchLiens are created within the required periods under, and are no greater than the amounts permitted by, Section 5.01(b)(4).

For the avoidance of doubt, an increase in the amount of Indebtedness in connection with any accrual of interest, accretion of accreted value,amortization of original issue discount, payment of interest in the form of additional Indebtedness with the same terms, and accretion of original issuediscount and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in thevalue of property securing Indebtedness, shall not constitute an assumption, incurrence or guarantee for the purposes of this covenant, so long as the originalLiens securing such Indebtedness were permitted under the Indenture.

(c) Notwithstanding the restrictions set forth in Section 5.01(a), without securing the Notes as set forth in Section 5.01(a), the Company and itsSubsidiaries may, directly or indirectly, incur, assume or guarantee any Indebtedness secured by Liens not otherwise permitted by this Section 5.01 if thesum of (i) the aggregate of all Indebtedness secured by such Liens and (ii) any Attributable Debt related to any sale and leaseback arrangement permittedunder Section 5.02(4) does not exceed the greater of (i) 15% of the Company’s total Consolidated Net Assets and (ii) $1.5 billion.

(d) Any sale and leaseback arrangement incurred pursuant to clauses (1), (2), (3), (5), (6) or (7) of Section 5.02 shall be deemed to be permittedpursuant to this Section 5.01.

(e) The restrictions set forth in Section 5.01(a) do not apply to extensions, renewals or replacements of any Indebtedness (and for the avoidancedoubt, any successive extensions, renewals or replacements of such Indebtedness) secured by the foregoing types of Liens (other than Liens securing theSingapore Credit Facility pursuant to Section 5.01(b)(1) above), so long as the principal amount of Indebtedness secured thereby shall not exceed theamount of Indebtedness existing at the time of such extension, renewal or replacement (plus an amount equal to any premiums, accrued interest, fees,expenses or other costs payable in connection therewith).

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Section 5.02. Limitation on Sale and Leaseback Transactions. The Company and its Subsidiaries will not enter into any Sale and LeasebackTransaction, unless:

(1) such transaction exists on the Issue Date or at the time any Person that owns a Principal Property becomes a Subsidiary;

(2) such transaction involves a lease for a term of not more than three years;

(3) such transaction is entered into between or among the Company and its Subsidiaries;

(4) the Company or the Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal Property at least equal inamount to the Attributable Debt permitted pursuant to Section 5.01(c) without equally and ratably securing the Notes pursuant to Section 5.01(a);

(5) the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation;

(6) the proceeds of such transaction are at least equal to the fair market value (as determined by the Company’s Board of Directors in goodfaith) of the Principal Property and the Company applies within 180 days after the sale an amount equal to the greater of the net proceeds of the saleor the Attributable Debt associated with the Principal Property to (i) the retirement of long-term debt for borrowed money that is not subordinated tothe Notes and that is not debt to the Company or a Subsidiary, or (ii) the purchase, construction, improvement, expansion or development of othercomparable property; or

(7) such transaction is entered into within 180 days after the initial acquisition of the Principal Property subject to such transaction.

Section 5.03. Company May Consolidate, Etc., Only on Certain Terms. (a) Section 6.04 of the Base Indenture shall not apply to the Notes, and thefollowing shall apply in lieu thereof. The Company shall not consolidate with or merge into another Person (whether or not the Company is the continuingPerson) or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries, takenas a whole, in one or more related transactions, to any other Person, unless:

(1) either (A) the Company is the continuing Person or (B) the Person formed by or surviving any such consolidation or merger (if other thanthe Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (the “Continuing Entity”) is anentity organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

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(2) the Continuing Entity expressly assumes, by an indenture supplemental to the Indenture, all of the Company’s obligations under the Notesand the Indenture;

(3) immediately after giving effect to such transaction, no Default or Event of Default (as defined below) shall have occurred and becontinuing; and

(4) the Company or the Continuing Entity delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, subject to customaryqualifications and exceptions, each stating that such consolidation, merger, assignment, transfer or conveyance and, if a supplemental indenture isrequired in connection with such transaction, such supplemental indenture complies with this Section 5.03 and that all conditions precedent providedfor in the Indenture relating to such transaction have been satisfied.

(b) Notwithstanding anything in this Section 5.03, any conveyance, transfer or lease of an asset or property between or among the Company and itsSubsidiaries will not be prohibited under the Indenture.

For the avoidance of doubt, a pledge, mortgage, charge, lien, encumbrance, hypothecation or grant of any other security interest on an asset orproperty shall not be considered as a sale, assignment, transfer, conveyance or disposal of such asset or property.

Section 5.04. Events of Default. Section 7.01 of the Base Indenture shall not apply to the Notes. Each of the following events shall constitute an“Event of Default” with respect to the Notes:

(a) default for 30 days in the payment when due of interest on the Notes;

(b) default in the payment when due (at maturity, upon redemption, repurchase or otherwise) of the principal of, or premium, if any, on the Notes;

(c) failure by the Company to comply with any payment obligations (including, without limitation, obligations as to the timing or amount of suchpayments) described under Section 4.03;

(d) failure by the Company for 90 days after receipt of written notice from the Trustee or the Holders of at least 25% in aggregate principal amountof the Notes to comply with any of the other agreements in the Indenture not identified in clauses (a), (b) or (c) above;

(e) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced anyIndebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any ofits Significant Subsidiaries), whether such Indebtedness or guarantee existed on the date of the Indenture, or is created after the date

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of the Indenture, if that default results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of anysuch Indebtedness, together with the principal amount of any other such Indebtedness the maturity of which has been so accelerated, aggregates$250.0 million or more, if such acceleration is not annulled within 30 days after written notice from the Trustee or the Holders of at least 25% in aggregateprincipal amount of the Notes;

(f) failure by the Company or any of its Significant Subsidiaries to pay final non-appealable judgments (not paid or covered by insurance as towhich the relevant insurance company has not denied responsibility) rendered against the Company or any Significant Subsidiary aggregating in excess of$250.0 million, which judgments are not paid, bonded, discharged or stayed for a period of 60 days;

(g) the Company or any of its Significant Subsidiaries pursuant to or within the meaning of Bankruptcy Law:

(1) commences a voluntary case;

(2) consents to the entry of an order for relief against it in an involuntary case;

(3) consents to the appointment of a custodian of it or for all or substantially all of its property;

(4) makes a general assignment for the benefit of its creditors; or

(5) generally is not paying its debts as they become due; or

(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(1) is for relief against the Company or any of its Significant Subsidiaries in an involuntary case;

(2) appoints a custodian of the Company or any of its Significant Subsidiaries or for all or substantially all of the property of the Company orany of its Significant Subsidiaries; or

(3) orders the liquidation of the Company or any of its Significant Subsidiaries;

and the order or decree remains unstayed and in effect for 60 consecutive days.

Section 5.05. Acceleration of Maturity; Rescission and Annulment. Section 7.02 of the Base Indenture shall not apply to the Notes, and the followingshall apply in lieu thereof. If an Event of Default (other than an Event of Default pursuant to Section 5.04(g) or Section 5.04(h)) occurs and is continuingwith respect to the Notes, then the

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Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may, by a notice in writing to the Company (and to theTrustee if given by Holders), declare the principal amount of all such Notes, plus accrued and unpaid interest, if any, on such Notes to be due and payableimmediately, and upon any such declaration such principal amount and accrued and unpaid interest shall become immediately due and payable. However,upon an Event of Default pursuant to Section 5.04(g) or Section 5.04(h), the principal amount of all outstanding Notes, plus accrued and unpaid interest, ifany, on all outstanding Notes to the acceleration date, shall be due and payable immediately without any declaration or other act on the part of the Trustee orany Holder.

At any time after such a declaration of acceleration with respect to the Notes has been made but before a judgment or decree for payment of themoney due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to theTrustee, may rescind and annul such declaration or waive any existing Default or Event of Default and its consequences if all Events of Default, other thanthe non-payment of the principal and interest, if any, of Notes which have become due solely as a result of such declaration of acceleration, have been curedor waived as provided in Section 7.06 of the Base Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon.

ARTICLE 6MISCELLANEOUS

Section 6.01. Confirmation of Indenture. The Base Indenture, as supplemented and amended by this Fourth Supplemental Indenture, is in all respectsratified and confirmed, and the Base Indenture and this Fourth Supplemental Indenture shall be read, taken and construed as one and the same instrument.

Section 6.02. Supplemental Indentures. Article 14 of the Base Indenture shall apply to the Notes, except that (i) references in Section 14.02(a)(i) and(a)(vi) to “the provision of repurchase upon change of control in the applicable supplemental indenture” shall be deemed to refer to Section 4.03 of thisFourth Supplemental Indenture, and references to “change of control” in Section 14.02(viii) shall be deemed to refer to a Change of Control as defined inSection 1.01 of this Fourth Supplemental Indenture.

Section 6.03. Counterparts. The parties hereto may sign one or more copies of this Fourth Supplemental Indenture in counterparts, all of whichtogether shall constitute one and the same agreement.

Section 6.04. Governing Law. This Fourth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State ofNew York (without giving effect to the conflict of laws principles thereof).

Section 6.05. Recitals by the Company. The recitals in this Fourth Supplemental Indenture are made by the Company only and not by the Trustee, andthe Trustee

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assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Fourth Supplemental Indentureor of the Notes. The Trustee shall not be accountable for the use or application by the Company of the Notes or the proceeds thereof. All of the provisionscontained in the Base Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notesand of this Fourth Supplemental Indenture as fully and with like effect as if set forth herein in full.

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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the day and year first writtenabove.

LAS VEGAS SANDS CORP.,as Company

By: /s/ Patrick DumontName: Patrick DumontTitle: Executive Vice President and Chief Financial Officer

[Signature Page to Fourth Supplemental Indenture]

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By: /s/ Mary Ambriz-ReyesName: Mary Ambriz-ReyesTitle: Vice President

[Signature Page to Fourth Supplemental Indenture]

EXHIBIT A

FORM OF NOTE

THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITSNOMINEE IN CUSTODY FOR THE BENEFIT OF THE HOLDERS OF BENEFICIAL INTERESTS HEREIN, AND IS NOT TRANSFERABLE TOANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE ANY SUCH NOTATIONS HEREON AS MAYBE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PARTPURSUANT TO SECTION 3.06 OF THE BASE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FORCANCELLATION PURSUANT TO THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED AS A WHOLE, BUT NOTIN PART, TO THE DEPOSITARY, ITS SUCCESSORS OR THEIR RESPECTIVE NOMINEES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY ANAUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS ISREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OROTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS ANINTEREST HEREIN.

[Global Note]

LAS VEGAS SANDS CORP.2.900% Senior Notes due 2025

No. A-[ ] CUSIP No.: 517834 AH0

ISIN No.: US517834AH06 $[ ]

LAS VEGAS SANDS CORP., a Delaware corporation (the “Company”), for value received promises to pay to CEDE & CO. or registered assignsthe principal sum of [ ] DOLLARS on June 25, 2025.

Interest Payment Dates: June 25 and December 25, commencing on June 25, 2020.

Regular Record Dates: June 10 and December 10.

[Global Note]

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

LAS VEGAS SANDS CORP.,as Company

By: Name: Title:

[Signature Page to Global Note]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION U.S. Bank National Association, Trustee,

certifies that this is one of the Notesreferred to in the Supplemental Indenture.

By: Authorized Signatory

[Signature Page to Trustee’s Certificate]

(REVERSE OF NOTE)

LAS VEGAS SANDS CORP.

2.900% Senior Notes due 2025

Las Vegas Sands Corp., a Nevada corporation (together with its successors and assigns, the “Company”), issued this Note under an Indenture datedas of July 31, 2019 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture”), as supplemented by theFourth Supplemental Indenture dated as of November 25, 2019 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), byand among the Company and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), to which reference is hereby made for astatement of the respective rights, obligations, duties and immunities thereunder of the Company, the Trustee and the Holders and of the terms upon whichthis Note is authorized and delivered. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them therein. If anyterms of this Note conflicts with the terms of the Indenture, the terms of the Indenture shall govern and control.

1. Interest. The Company promises to pay interest on the principal amount of this Note at the rate of 2.900% per annum. The Company will payinterest semiannually on June 25 and December 25 of each year (each, an “Interest Payment Date”), commencing June 25, 2020, until the principal is paidor made available for payment. Interest on this Note will accrue from the most recent date to which interest has been paid or duly provided for or, if nointerest has been paid, from the date of issuance to, but excluding, the applicable Interest Payment Date or Stated Maturity of the principal of the Note, asthe case may be. Interest will be computed on the basis of a 360-day year of twelve 30-day months. If any Interest Payment Date, Stated Maturity or otherpayment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the nextsucceeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after thatInterest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.

2. Method of Payment. The Company will pay interest on this Note (except defaulted interest, if any, which will be paid on a special payment dateto Holders of record on such special record date as may be fixed by the Company in accordance with Section 3.08 of the Base Indenture) to the persons whoare registered Holder of this Note at the close of business on the Regular Record Date immediately preceding the relevant Interest Payment Date. TheCompany will pay principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public andprivate debts, at the office or agency of the Company maintained for that purpose in accordance with the Indenture.

3. Paying Agent. Initially, the Trustee will act as Paying Agent and Registrar. The Company may have one or more co-Registrars and one or moreadditional

[Global Note]

paying agents. The Company may at any time rescind the designation of any Registrar or Paying Agent or approve a change through which the Registrar orPaying Agent acts.

4. Indenture; Copies. The terms of this Note include those stated in the Indenture and those made part of the Indenture by reference to the TrustIndenture Act of 1939, as amended (“TIA”) as in effect on the date the Indenture is qualified. This Note is subject to all such terms, and Holders arereferred to the Indenture and TIA for a statement of such terms. This Note is an unsecured, unsubordinated obligation of the Company and constitutes aNote in the series designated on the face hereof as the “2.900% Senior Notes due 2025,” initially limited to $500,000,000 in aggregate principal amount.The Company will furnish to any Holder upon written request and without charge a copy of the Base Indenture and the Supplemental Indenture. Requestsmay be made to: Las Vegas Sands Corp., 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109, Attention: Chief Financial Officer.

5. Optional Redemption. The Securities shall be redeemable at the option of the Company in accordance with Section 4.02 of the SupplementalIndenture.

6. Gaming Redemption. The Company will be required to redeem the Securities as and to the extent set forth in (and only in the circumstancesdescribed in) Section 4.07 of the Base Indenture.

7. Offer to Repurchase Upon Change of Control Repurchase Event. The Company will be required to make a Change of Control Offer as and tothe extent set forth in (and only in the circumstances described in) Section 4.03 of the Supplemental Indenture.

8. Persons Deemed Owners. The registered Holder of this Note shall be treated as the owner of it for all purposes.

9. Unclaimed Money. All amounts of principal of and premium, if any, and interest on this Note paid by the Company to the Trustee or PayingAgent that remain unclaimed for two years will be repaid to the Company, and the Holder of this Note will thereafter look solely to the Company forpayment unless applicable abandoned property law designates another Person.

10. Amendment, Supplement, Waiver. The Indenture or the Securities may be amended or supplemented in accordance with the terms of theIndenture.

11. Successor Person. When a successor Person assumes all of the obligations of its predecessor under the Note and the Indenture, the predecessorPerson will be released from those obligations.

12. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for anyobligations of the Company under the Note or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. EachHolder by accepting a Note waives

[Global Note]

and releases all such liability. The waiver and release are part of the consideration for the issue of the Note.

13. Discharge of Indenture. The Indenture contains certain provisions pertaining to defeasance and discharge, which provisions shall for allpurposes have the same effect as if set forth herein.

14. Authentication. This Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on theother side of this Note.

15. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (=Uniform Gift to Minors Act).

16. Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

17. CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, theCompany has caused CUSIP and ISIN numbers to be printed on the Securities and has directed the Trustee to use CUSIP and ISIN numbers in notices ofrepurchase as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained inany notice of repurchase, and reliance may be placed only on the other identification numbers placed thereon.

[Global Note]

Exhibit 5.1

[LETTERHEAD OF LAS VEGAS SANDS CORP.]

November 25, 2019

Las Vegas Sands Corp.3355 Las Vegas Boulevard SouthLas Vegas, Nevada 89109 RE: Las Vegas Sands Corp. — Offering of Senior Notes

Ladies and Gentlemen:

I am Senior Vice President and Deputy Global General Counsel of Las Vegas Sands Corp., a Nevada corporation (the “Company”), and have acted ascounsel to the Company in connection with the public offering of $500,000,000 aggregate principal amount of the Company’s 2.900% Senior Notes due2025 (the “Notes”) to be issued under a base indenture, dated as of July 31, 2019 (the “Base Indenture”), between the Company and U.S. Bank NationalAssociation, as trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture, dated as of the date hereof (the “Fourth SupplementalIndenture”), by and between the Company and the Trustee.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, asamended (the “Securities Act”).

In rendering the opinions stated herein, I have examined and relied upon the following:

(a) the registration statement on Form S-3 (File No. 333-221334) of the Company relating to debt securities and other securities of the Companyfiled on November 3, 2017 with the Securities and Exchange Commission (the “Commission”) under the Securities Act allowing for delayed offeringspursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), including the information deemed to bea part of the registration statement pursuant to Rule 430B of the Rules and Regulations (such registration statement being hereinafter referred to as the“Registration Statement”);

(b) the prospectus, dated November 3, 2017 (the “Base Prospectus”), which forms a part of and is included in the Registration Statement;

(c) the preliminary prospectus supplement, dated November 21, 2019 (together with the Base Prospectus, the “Preliminary Prospectus”), relating tothe offering of the Notes, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;

(d) the pricing term sheet, dated November 21, 2019, relating to the offering of the Notes, in the form filed with the Commission pursuant toRule 433 of the Rules and Regulations;

(e) an executed copy of the Underwriting Agreement, dated November 21, 2019 (the “Underwriting Agreement”), among the Company, BarclaysCapital Inc., BofA Securities, Inc. and Goldman Sachs & Co. LLC as representative of the several Underwriters named therein (the “Underwriters”),relating to the sale by the Company to the Underwriters of the Notes;

(f) an executed copy of the Base Indenture;

(g) an executed copy of the Fourth Supplemental Indenture;

(h) the global certificate (the “Note Certificate”) evidencing the Notes, in the form executed by the Company and registered in the name of Cede &Co., delivered by the Company to the Trustee for authentication and delivery;

(i) a copy of the amended and restated articles of incorporation of the Company, as certified by the Secretary of State of the State of Nevada;

(j) a copy of the amended and restated bylaws of the Company, in effect as of the date hereof; and

(k) a copy of certain resolutions of the Board of Directors of the Company, adopted November 18, 2019, and certain resolutions of the pricingcommittee thereof, adopted November 21, 2019.

I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Company and such agreements,certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as I havedeemed necessary or appropriate as a basis for the opinions stated below.

In my examination, I have assumed the genuineness of all signatures including endorsements, the legal capacity and competency of all naturalpersons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile,electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that Idid not independently establish or verify, I have relied upon statements and representations of officers and other representatives of the Company and othersand of public officials, including the factual representations and warranties contained in the Underwriting Agreement.

I do not express any opinion with respect to the laws of any jurisdiction other than the corporate laws of the State of Nevada.

Based upon the foregoing and subject to the qualifications and assumptions stated herein, I am of the opinion that the issuance of the Notes has beenduly authorized by all requisite corporate action on the part of the Company under the laws of the State of Nevada.

I hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the datehereof and incorporated by reference into the Registration Statement and Prospectus. In giving this consent, I do not thereby

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admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. I also herebyconsent to the use of my name under the heading “Legal Matters” in the Prospectus. This opinion is expressed as of the date hereof unless otherwiseexpressly stated, and I disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changesin applicable laws.

[Signature Page Follows]

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Very truly yours,

/s/ Calvin SiemerCalvin SiemerSenior Vice President,Deputy Global General CounselLas Vegas Sands Corp.

[Signature Page to Exhibit 5.1 Opinion]

Exhibit 5.2

[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]

November 25, 2019

Las Vegas Sands Corp.3355 Las Vegas Boulevard SouthLas Vegas, Nevada 89109 Re: Las Vegas Sands Corp. – Offering of Senior Notes

Ladies and Gentlemen:

We have acted as special New York counsel to Las Vegas Sands Corp., a Nevada corporation (the “Company”), in connection with the public offeringof $500 million in aggregate principal amount of the Company’s 2.900% Senior Notes due 2025 (the “Securities”) to be issued under a base indenture, datedas July 31, 2019 (the “Base Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented bythe Fourth Supplemental Indenture, dated as of the date hereof (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the“Indenture”), by and between the Company and the Trustee.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the“Securities Act”).

In rendering the opinion stated herein, we have examined and relied upon the following:

(a) the registration statement on Form S-3 (File No. 333-221334) of the Company relating to debt securities and other securities of the Companyfiled on November 3, 2017 with the Securities and Exchange Commission (the “Commission”) under the Securities Act allowing for delayed offeringspursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), including the information deemed to bea part of the registration statement pursuant to Rule 430B of the Rules and Regulations (such registration statement being hereinafter referred to as the“Registration Statement”);

(b) the prospectus, dated November 3, 2017 (the “Base Prospectus”), which forms a part of and is included in the Registration Statement;

(c) the preliminary prospectus supplement, dated November 21, 2019 (together with the Base Prospectus, the “Preliminary Prospectus”), relating tothe offering of the Securities, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;

(d) the prospectus supplement, dated November 21, 2019 (together with the Base Prospectus, the “Prospectus”), relating to the offering of theSecurities, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;

Las Vegas Sands Corp.November 25, 2019Page 2

(e) an executed copy of the Underwriting Agreement, dated November 21, 2019 (the “Underwriting Agreement”), among the Company, BarclaysCapital Inc., BofA Securities, Inc. and Goldman Sachs & Co. LLC as representatives of the several Underwriters named therein (the “Underwriters”),relating to the sale by the Company to the Underwriters of the Securities;

(f) an executed copy of the Base Indenture;

(g) an executed copy of the Fourth Supplemental Indenture;

(h) the global certificate (the “Note Certificate”) evidencing the Securities, in the form executed by the Company and registered in the name ofCede & Co., delivered by the Company to the Trustee for authentication and delivery; and

(i) an executed copy of a certificate of D. Zachary Hudson, Executive Vice President, Global General Counsel and Secretary of the Company, datedthe date hereof (the “Secretary’s Certificate”).

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements,certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we havedeemed necessary or appropriate as a basis for the opinion stated below.

In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity ofall documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified orphotocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinion stated herein that we did not independentlyestablish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of publicofficials, including those in the Secretary’s Certificate and the factual representations and warranties contained in the Underwriting Agreement.

We do not express any opinion with respect to the laws of any jurisdiction other than the laws of the State of New York.

As used herein, “Transaction Documents” means the Underwriting Agreement, the Indenture and the Notes Certificate.

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that when the Notes Certificate is dulyauthenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the UnderwritingAgreement and the Indenture, the Notes Certificate will constitute valid and binding obligations of the Company, enforceable against the Company inaccordance with their terms under the laws of the State of New York.

Las Vegas Sands Corp.November 25, 2019Page 3

The opinion stated herein is subject to the following qualifications:

(a) we do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization,moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights generally, and the opinions stated herein are limited by suchlaws and by general principles of equity (regardless of whether enforcement is sought in equity or at law);

(b) we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction Documents orthe transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of itsaffiliates as a result of the specific assets or business operations of such party or such affiliates;

(c) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to anyindemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect thatmay be contrary to public policy or violative of federal or state securities laws, rules or regulations, or to the extent any such provision purports to, or hasthe effect of, waiving or altering any statute of limitations;

(d) we call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to hear a case ongrounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, we call to yourattention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America in any actionarising out of or relating to any Transaction Document; and

(e) to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained inany Transaction Document, the opinion stated herein is subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptionsand limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity and constitutionality.

In addition, in rendering the foregoing opinion we have assumed that, at all applicable times:

(a) the Company (i) is duly incorporated and is validly existing and in good standing, (ii) has requisite legal status and legal capacity under the lawsof the jurisdiction of its organization and (iii) has complied and will comply with all aspects of the laws of the jurisdiction of its organization in connectionwith the transactions contemplated by, and the performance of its obligations under, the Transaction Documents;

(b) the Company has the corporate power and authority to execute, deliver and perform all its obligations under each of the Transaction Documents;

(c) each of the Transaction Documents has been duly authorized, executed and delivered by all requisite corporate action on the part of theCompany;

Las Vegas Sands Corp.November 25, 2019Page 4

(d) except to the extent expressly stated in the opinion contained herein, we have assumed that each of the Transaction Documents constitutes thevalid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance with its terms;

(e) neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligationsthereunder, including the issuance and sale of the Securities: (i) conflicts or will conflict with the articles of incorporation or bylaws of the Company,(ii) constitutes or will constitute a violation of, or a default under, any lease, indenture, agreement or other instrument to which the Company or its propertyis subject (except that we do not make the assumption set forth in this clause (ii) with respect to those agreements or instruments expressed to be governedby the laws of the State of New York which are listed in Part II of the Registration Statement or the Company’s most recent Annual Report on Form 10-K),(iii) contravenes or will contravene any order or decree of any governmental authority to which the Company or its property is subject, or (iv) violates orwill violate any law, rule or regulation to which the Company or its property is subject (except that we do not make the assumption set forth in this clause(iv) with respect to the laws of the State of New York);

(f) neither the execution and delivery by the Company of the Transaction Documents nor the enforceability of each of the Transaction Documentsagainst the Company requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, anygovernmental authority under any law, rule or regulation of any jurisdiction; and

(g) the choice of New York law to govern the Indenture and the Securities is a valid and legal provision.

We hereby consent to the reference to our firm under the heading “Legal Matters” in the Preliminary Prospectus and the Prospectus. In giving thisconsent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules andRegulations. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K beingfiled on the date hereof and incorporated by reference into the Registration Statement. This opinion is expressed as of the date hereof unless otherwiseexpressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequentchanges in applicable laws.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

DJG