las vegas sands corp. · 2018-05-23 · las vegas sands corp. ... restricted cash and cash...

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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549____________________________________________________

Form 10-Q____________________________________________________

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

For the quarterly period ended March 31, 2018

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

For the transition period from to

Commission file number 001-32373____________________________________________________

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

____________________________________________________

Nevada 27-0099920(State or other jurisdiction of

incorporation or organization) (I.R.S. Employer

Identification No.)

3355 Las Vegas Boulevard South Las Vegas, Nevada 89109

(Address of principal executive offices) (Zip Code)(702) 414-1000

(Registrant's telephone number, including area code) ____________________________________________________

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" inRule 12b-2 of the Exchange Act.

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

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

Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date.

Class Outstanding at April 24, 2018Common Stock ($0.001 par value) 789,187,996 shares

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Table of Contents

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited) 3 Condensed Consolidated Balance Sheets at March 31, 2018 and December 31, 2017 3 Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2018 and 2017 4 Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2018 and 2017 5 Condensed Consolidated Statements of Equity for the Three Months Ended March 31, 2018 and 2017 6 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017 7 Notes to Condensed Consolidated Financial Statements 8Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 27Item 3. Quantitative and Qualitative Disclosures about Market Risk 43Item 4. Controls and Procedures 44

PART II

OTHER INFORMATION

Item 1. Legal Proceedings 45Item 1A. Risk Factors 45Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 45Item 6. Exhibits 46Signatures 47

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PART I FINANCIAL INFORMATION

ITEM 1 —FINANCIALSTATEMENTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS

March 31,

2018 December 31,

2017

(In millions, except par value)

(Unaudited)ASSETS

Current assets: Cash and cash equivalents $ 2,628 $ 2,419Restricted cash and cash equivalents 12 11Accounts receivable, net 587 615Inventories 46 47Prepaid expenses and other 121 115

Total current assets 3,394 3,207Property and equipment, net 15,485 15,516Deferred income taxes, net 1,143 493Leasehold interests in land, net 1,253 1,237Intangible assets, net 85 89Other assets, net 144 145Total assets $ 21,504 $ 20,687

LIABILITIES AND EQUITYCurrent liabilities:

Accounts payable $ 159 $ 171Construction payables 117 152Other accrued liabilities 2,149 2,076Income taxes payable 305 261Current maturities of long-term debt 144 296

Total current liabilities 2,874 2,956Other long-term liabilities 155 147Deferred income taxes 205 206Deferred amounts related to mall sale transactions 405 407Long-term debt 9,508 9,344Total liabilities 13,147 13,060Commitments and contingencies (Note 7) Equity:

Preferred stock, $0.001 par value, 50 shares authorized, zero shares issued and outstanding — —Common stock, $0.001 par value, 1,000 shares authorized, 832 and 831 shares issued, 789 sharesoutstanding 1 1

Treasury stock, at cost, 43 and 42 shares (2,893) (2,818)Capital in excess of par value 6,636 6,580Accumulated other comprehensive income 47 14Retained earnings 3,572 2,709

Total Las Vegas Sands Corp. stockholders' equity 7,363 6,486Noncontrolling interests 994 1,141Total equity 8,357 7,627Total liabilities and equity $ 21,504 $ 20,687

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

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LAS VEGAS SANDS CORP. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

March 31,

2018 2017

(In millions, except per share data)

(Unaudited)Revenues:

Casino $ 2,599 $ 2,157Rooms 445 398Food and beverage 228 212Mall 156 157Convention, retail and other 151 143

Net revenues 3,579 3,067Operating expenses:

Casino 1,371 1,193Rooms 110 101Food and beverage 172 160Mall 17 16Convention, retail and other 84 81Provision for (recovery of) doubtful accounts (16) 32General and administrative 345 339Corporate 56 42Pre-opening 1 2Development 3 3Depreciation and amortization 264 321Amortization of leasehold interests in land 9 10Loss on disposal or impairment of assets 5 3

2,421 2,303Operating income 1,158 764Other income (expense):

Interest income 5 3Interest expense, net of amounts capitalized (89) (78)Other expense (26) (36)Loss on modification or early retirement of debt (3) (5)

Income before income taxes 1,045 648Income tax benefit (expense) 571 (69)Net income 1,616 579Net income attributable to noncontrolling interests (160) (98)Net income attributable to Las Vegas Sands Corp. $ 1,456 $ 481Earnings per share:

Basic $ 1.85 $ 0.61Diluted $ 1.84 $ 0.61

Weighted average shares outstanding: Basic 789 794Diluted 790 795

Dividends declared per common share $ 0.75 $ 0.73


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LAS VEGAS SANDS CORP. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended

March 31,

2018 2017

(In millions)(Unaudited)

Net income $ 1,616 $ 579Currency translation adjustment, before and after tax 28 56Total comprehensive income 1,644 635Comprehensive income attributable to noncontrolling interests (155) (96)Comprehensive income attributable to Las Vegas Sands Corp. $ 1,489 $ 539


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LAS VEGAS SANDS CORP. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Las Vegas Sands Corp. Stockholders' Equity

Common

Stock Treasury

Stock Capital inExcess ofPar Value

AccumulatedOther

ComprehensiveIncome (Loss)

RetainedEarnings

NoncontrollingInterests Total


Balance at January 1, 2017 $ 1 $ (2,443) $ 6,516 $ (119) $ 2,213 $ 1,318 $ 7,486Cumulative effect adjustment from

change in accounting principle — — 1 — (2) 1 —Net income — — — — 481 98 579Currency translation adjustment — — — 58 — (2) 56Exercise of stock options — — 3 — — 2 5Stock-based compensation — — 9 — — 1 10Repurchase of common stock — (150) — — — — (150)Dividends declared — — — — (579) (310) (889)Balance at March 31, 2017 $ 1 $ (2,593) $ 6,529 $ (61) $ 2,113 $ 1,108 $ 7,097

Balance at January 1, 2018 $ 1 $ (2,818) $ 6,580 $ 14 $ 2,709 $ 1,141 $ 7,627Net income — — — — 1,456 160 1,616Currency translation adjustment — — — 33 — (5) 28Exercise of stock options — — 48 — — 6 54Stock-based compensation — — 8 — — 1 9Repurchase of common stock — (75) — — — — (75)Dividends declared — — — — (593) (309) (902)Balance at March 31, 2018 $ 1 $ (2,893) $ 6,636 $ 47 $ 3,572 $ 994 $ 8,357


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LAS VEGAS SANDS CORP. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

March 31,

2018 2017


Cash flows from operating activities: Net income $ 1,616 $ 579Adjustments to reconcile net income to net cash generated from operating activities:

Depreciation and amortization 264 321Amortization of leasehold interests in land 9 10Amortization of deferred financing costs and original issue discount 11 11Amortization of deferred gain on and rent from mall sale transactions (1) (1)Loss on modification or early retirement of debt 3 5Loss on disposal or impairment of assets 5 3Stock-based compensation expense 8 10Provision for (recovery of) doubtful accounts (16) 32Foreign exchange loss 12 18Deferred income taxes (653) 3Changes in operating assets and liabilities:

Accounts receivable 47 71Other assets (14) 14Accounts payable (12) (25)Other liabilities 118 (88)

Net cash generated from operating activities 1,397 963Cash flows from investing activities: Capital expenditures (238) (202)Proceeds from disposal of property and equipment 4 —Net cash used in investing activities (234) (202)Cash flows from financing activities: Proceeds from exercise of stock options 54 5Repurchase of common stock (75) (150)Dividends paid (902) (889)Proceeds from long-term debt (Note 4) 249 305Repayments of long-term debt (Note 4) (274) (220)Payments of financing costs (29) (5)Net cash used in financing activities (977) (954)Effect of exchange rate on cash, cash equivalents and restricted cash 24 21Increase (decrease) in cash, cash equivalents and restricted cash 210 (172)Cash, cash equivalents and restricted cash at beginning of period 2,430 2,138Cash, cash equivalents and restricted cash at end of period $ 2,640 $ 1,966Supplemental disclosure of cash flow information: Cash payments for interest, net of amounts capitalized $ 74 $ 65Cash payments for taxes, net of refunds $ 40 $ 30Change in construction payables $ (35) $ (144)


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LAS VEGAS SANDS CORP. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 — Organization and Business of Company

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes theretoincluded in the Annual Report on Form 10-K of Las Vegas Sands Corp. ("LVSC"), a Nevada corporation, and its subsidiaries (collectively the "Company") for theyear ended December 31, 2017 , and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certaininformation and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in theUnited States of America ("GAAP") have been condensed or omitted pursuant to such rules and regulations; however, the Company believes the disclosures hereinare adequate to make the information presented not misleading. In the opinion of management, all adjustments and normal recurring accruals considered necessaryfor a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited condensed consolidated financialstatements are not necessarily indicative of expected results for the full year. The Company's common stock is traded on the New York Stock Exchange under thesymbol "LVS."

The ordinary shares of the Company's subsidiary, Sands China Ltd. ("SCL," the indirect owner and operator of the majority of the Company's operations inthe Macao Special Administrative Region ("Macao") of the People's Republic of China), are listed on The Main Board of The Stock Exchange of Hong KongLimited ("SEHK"). The shares were not, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered or sold in the U.S. absenta registration under the Securities Act of 1933, as amended, or an applicable exception from such registration requirements. The Company currently owns 70.0% ofSCL.

The Company has entered into various joint venture agreements with independent third parties, which have been consolidated based on accounting standardsfor variable interest entities. As of March 31, 2018 and December 31, 2017 , the Company's consolidated joint ventures had total assets of $77 million and totalliabilities of $205 million and $198 million , respectively. The Company's joint ventures had intercompany liabilities of $203 million and $196 million as ofMarch 31, 2018 and December 31, 2017 , respectively.

On March 8, 2018, the Company entered into a purchase and sale agreement under which PCI Gaming Authority, an unincorporated, charteredinstrumentality of the Poarch Band of Creek Indians, will acquire the Sands Bethlehem property in Pennsylvania for a total enterprise value of $1.30 billion . Theclosing of the transaction is subject to regulatory review and other closing conditions.

Development Projects

The Company is constantly evaluating opportunities to improve its product offerings, such as refreshing its meeting and convention facilities, suites androoms, retail malls, restaurant and nightlife mix and its gaming areas, as well as other anticipated revenue generating additions to the Company's Integrated Resorts.

Macao

In October 2017, the Company announced it will renovate, expand and rebrand the Sands Cotai Central into a new destination integrated resort, TheLondoner Macao, by adding extensive thematic elements both externally and internally. The Londoner Macao will feature new attractions and features fromLondon, including some of London’s most recognizable landmarks, an expanded retail mall and approximately 370 additional luxury suites located within the hoteltower that includes the suites under the St. Regis brand. Design work has commenced and construction will be phased to minimize disruption during the property’speak periods. The Company expects the project to be completed in 2020.

In October 2017, the Company announced the tower adjacent to the Four Seasons Hotel Macao will feature approximately 280 additional premium qualitysuites. The Company has completed the structural work of the tower and plans to commence build out of the suites in 2018. The Company expects the project to becompleted in 2019.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Capital Financing OverviewThe Company funds its development projects primarily through borrowings under its credit facilities and operating cash flows.

As of March 31, 2018 and December 31, 2017 , the Company held cash, cash equivalents and restricted cash of $2.64 billion and $2.43 billion , respectively,which consisted of unrestricted cash and cash equivalents of $2.63 billion and $2.42 billion , respectively, and restricted cash of $12 million and $11 million ,respectively. Restricted cash represents those amounts contractually reserved for substantial mall-related repairs and maintenance expenditures. Cash equivalents,which are short-term investments with original maturities of less than 90 days, had an estimated fair value of $1.05 billion as of March 31, 2018 and December 31,2017 . The estimated fair value of the Company's cash equivalents is based on level 1 inputs (quoted market prices in active markets). The Company believes thecash on hand and cash flow generated from operations will be sufficient to maintain compliance with the financial covenants of its credit facilities. In the normalcourse of its activities, the Company will continue to evaluate its capital structure and opportunities for enhancements thereof.

In March 2018, the Company amended its Singapore credit facility, which refinanced the term loans in an aggregate amount of 4.80 billion Singapore dollars("SGD," approximately $3.66 billion at exchange rates in effect on March 31, 2018), extended the maturities of the term loans and revolving loans to March 29,2024 and September 29, 2023 , respectively, and amended the amortization schedule and the leverage covenant to provide that the leverage ratio not exceed 4.0 xfor all quarterly periods through maturity (see "— Note 4 — Long-Term Debt — 2012 Singapore Credit Facility"). In March 2018, the Company also amended itsU.S. credit facility, which refinanced the term loans in an aggregate amount of $2.16 billion , extended the maturity of the term loans to March 27, 2025 , andreduced the applicable margin credit spread for borrowings under the term loans (see "— Note 4 — Long-Term Debt — 2013 U.S. Credit Facility").

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued an accounting standard update (as subsequently amended) on revenue recognitionapplicable to all contracts with customers. The update requires an entity to recognize revenue when it transfers promised goods or services to customers in anamount that reflects what it expects to receive in exchange for the goods or services. It also requires more detailed disclosures to enable users of financialstatements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted thenew standard on January 1, 2018, on a full retrospective basis (see disclosures at "— Note 2 — Revenue").

In February 2016, the FASB issued an accounting standard update on leases, which requires all lessees to recognize a lease liability and a right-of-use asset,measured at the present value of the future minimum lease payments, at the lease commencement date. Lessor accounting remains largely unchanged under the newguidance. The guidance is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that reporting period, with earlyadoption permitted. A modified retrospective approach must be applied for leases existing at, or entered into after, the beginning of the earliest comparative periodpresented in the financial statements. The Company expects to adopt this guidance beginning January 1, 2019, and continues to assess the impact the guidance willhave on its financial condition and results of operations. The primary effect of this update is expected to increase assets and liabilities on the balance sheet. Theadoption of this guidance is not expected to have a material effect on net income.

In June 2016, the FASB issued an accounting standard update that revises the methodology for measuring credit losses on financial instruments and thetiming of when such losses are recorded. The guidance is effective for fiscal years beginning after December 15, 2019, including interim reporting periods withinthat reporting period, and should be applied on a modified retrospective basis, with early adoption permitted. The Company is currently assessing the effect theguidance will have on the Company's financial condition, results of operations and cash flows.

In August 2016, the FASB issued an accounting standard update to reduce the diversity on how certain cash receipts and cash payments are presented andclassified in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017, including interim reporting periods withinthat reporting period, and

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(UNAUDITED)

should be applied retrospectively, with early adoption permitted. The Company adopted this guidance as of January 1, 2018. The adoption did not have a materialeffect on the presentation of cash flows.

In November 2016, the FASB issued an accounting standard update to reduce the diversity on how changes in restricted cash are presented and classified onthe statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017, including interim reporting periods within that reportingperiod, and should be applied retrospectively, with early adoption permitted. The Company adopted this guidance as of January 1, 2018. The adoption did not havea material effect on the presentation of its statement of cash flows.

Reclassification

Certain amounts in the accompanying condensed consolidated balance sheet as of December 31, 2017, and the related condensed consolidated statements ofoperations, comprehensive income, equity and cash flows for the three months ended March 31, 2017, have been reclassified to be consistent with the currentperiod presentation.

Note 2 — Revenue

Revenue from contracts with customers primarily consists of casino wagers, room sales, food and beverage transactions, rental income from the Company’small tenants, convention sales and entertainment and ferry ticket sales. These contracts can be written, oral or implied by customary business practices.

Gross casino revenue is the aggregate of gaming wins and losses. The commissions rebated to junket operators and premium players for rolling play, cashdiscounts and other cash incentives to patrons related to gaming play are recorded as a reduction to gross casino revenue. Gaming contracts include a performanceobligation to honor the patron’s wager and typically include a performance obligation to provide a product or service to the patron on a complimentary basis toincentivize gaming or in exchange for points earned under the Company’s loyalty program.

For wagering contracts that include complimentary products and services provided by the Company to incentivize gaming, the Company allocates the stand-alone selling price of each product and service to the respective revenue type. Complimentary products or services provided under the Company's control anddiscretion, which are supplied by third parties, are recorded as an operating expense.

For wagering contracts that include products and services provided to a patron in exchange for points earned under the Company’s loyalty program, theCompany allocates the estimated stand-alone selling price of the points earned to the loyalty program liability. The loyalty program liability is a deferral of revenueuntil redemption occurs. Upon redemption of loyalty program points for Company-owned products and services, the stand-alone selling price of each product orservice is allocated to the respective revenue type. For redemptions of points with third parties, the redemption amount is deducted from the loyalty programliability and paid directly to the third party. Any discounts received by the Company from the third party in connection with this transaction are recorded to otherrevenue.

After allocation to the other revenue types for products and services provided to patrons as part of a wagering contract, the residual amount is recorded tocasino revenue as soon as the wager is settled. As all wagers have similar characteristics, the Company accounts for its gaming contracts collectively on a portfoliobasis versus an individual basis.

Hotel revenue recognition criteria are met at the time of occupancy. Food and beverage revenue recognition criteria are met at the time of service. Conventionrevenues are recognized when the related service is rendered or the event is held. Deposits for future hotel occupancy, convention space or food and beverageservices contracts are recorded as deferred income until the revenue recognition criteria are met. Revenue from contracts with a combination of these services isallocated pro rata based on each service’s stand-alone selling price. Cancellation fees for hotel, meeting space and food and beverage services are recognized uponcancellation by the customer and are included in other revenues. Ferry and entertainment revenue recognition criteria are met at the completion of the ferry trip orevent, respectively.

Revenue from leases is primarily recorded to mall revenue and is generated from base rents and overage rents received through long-term leases with retailtenants. Base rent, adjusted for contractual escalations, is recognized on

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a straight-lined basis over the term of the related lease. Overage rent is paid by a tenant when its sales exceed an agreed upon minimum amount and is notrecognized by the Company until the threshold is met.

RevenueDisaggregation

The Company operates Integrated Resorts internationally, in Macao and Singapore, and domestically, in Las Vegas and Pennsylvania. The Companygenerates revenues at its properties by providing the following types of products and services: gaming, rooms, food and beverage, mall and convention, retail andother. Revenue disaggregated by type of revenue and geographic location is as follows:

Casino Rooms Food andBeverage Mall

Convention, Retailand Other Net Revenues

Three Months Ended March 31, 2018 (In millions)Macao:

The Venetian Macao $ 716 $ 57 $ 23 $ 53 $ 19 $ 868Sands Cotai Central 418 82 29 14 6 549The Parisian Macao 291 33 15 15 5 359The Plaza Macao and Four Seasons Hotel

Macao 142 9 8 31 1 191Sands Macao 142 4 7 — 1 154Ferry Operations and Other — — — — 39 39

1,709 185 82 113 71 2,160Marina Bay Sands 652 100 52 42 26 872United States:

Las Vegas Operating Properties 120 156 88 — 113 477Sands Bethlehem 118 4 6 1 5 134

238 160 94 1 118 611Intercompany eliminations (1) — — — — (64) (64)Total net revenues $ 2,599 $ 445 $ 228 $ 156 $ 151 $ 3,579

Three Months Ended March 31, 2017 Macao:

The Venetian Macao $ 596 $ 42 $ 17 $ 51 $ 20 $ 726Sands Cotai Central 344 65 24 19 7 459The Parisian Macao 243 29 16 17 5 310The Plaza Macao and Four Seasons Hotel

Macao 92 8 7 31 — 138Sands Macao 164 5 7 — 2 178Ferry Operations and Other — — — — 38 38

1,439 149 71 118 72 1,849Marina Bay Sands 492 94 43 38 23 690United States:

Las Vegas Operating Properties 104 151 91 — 99 445Sands Bethlehem 122 4 7 1 5 139

226 155 98 1 104 584Intercompany eliminations (1) — — — — (56) (56)Total net revenues $ 2,157 $ 398 $ 212 $ 157 $ 143 $ 3,067____________________

(1) Intercompany eliminations include royalties and other intercompany services (see "— Note 8 — Segment Information).

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ContractandContractRelatedLiabilities

The Company provides numerous products and services to its customers. There is often a timing difference between the cash payment by the customers andrecognition of revenue for each of the associated performance obligations. The Company has the following main types of liabilities associated with contracts withcustomers: (1) outstanding chip liability, (2) loyalty program liabilities, and (3) customer deposits and other deferred revenue for gaming and non-gaming productsand services yet to be provided.

The outstanding chip liability represents the collective amounts owed to junkets and patrons in exchange for gaming chips in their possession. Outstandingchips are expected to be recognized as revenue or redeemed for cash within one year of being purchased. The loyalty program liabilities represent a deferral ofrevenue until patron redemption of points earned. The loyalty program points are expected to be redeemed and recognized as revenue within one year of beingearned. The customer deposits and other deferred revenue represent cash deposits made by customers for future services provided by the Company. With theexception of mall deposits, which are tied to the terms of the lease and typically extend beyond a year, the majority of these customer deposits and other deferredrevenue are expected to be recognized as revenue or refunded to the customer within one year of the date the deposit was recorded.

The following table summarizes the liability activity related to contracts with customers:

Outstanding Chip Liability Loyalty Program Customer Deposits and Other Deferred

Revenue (1)

2018 2017 2018 2017 2018 2017 (In millions)Balance at January 1 $ 478 $ 525 $ 63 $ 69 $ 714 $ 633Balance at March 31 592 544 63 71 749 611Increase (decrease) $ 114 $ 19 $ — $ 2 $ 35 $ (22) ____________________

(1) Of this amount, $147 million and $135 million as of March 31, 2018 and 2017 , respectively, relates to mall deposits that are accounted for based on leaseterms usually greater than one year.

SignificantImpactsofAdoption

The adoption of the change in accounting standards related to revenue from contracts with customers resulted in the following significant impacts: (1)promotional allowances line item was eliminated from the condensed consolidated statement of operations with the amount being deducted from casino revenue,(2) the valuation of points associated with the Company’s loyalty programs was changed from cost to fair value; the loyalty program expense, previously chargedto casino expense, was deducted from casino revenue to defer revenue recognition until redemption of the loyalty program points occurs; and redemption of theloyalty program points at third parties is now deducted from the loyalty program liability and paid directly to the third party, with any discounts received from thethird party recorded to other revenue, and (3) the portion of junket commissions that was previously recorded to casino expense is now deducted from casinorevenue. These adjustments resulted in a decrease to net revenues and operating expenses of $39 million and $40 million , respectively, and an increase in operatingincome of $1 million for the three months ended March 31, 2017. The cumulative effect of the adoption was recognized as a decrease in retained earnings of $8million on January 1, 2017.

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(UNAUDITED)

Note 3 — Property and Equipment, Net

Property and equipment consists of the following:

March 31,

2018 December 31,

2017 (In millions)Land and improvements $ 672 $ 672Building and improvements 17,791 17,703Furniture, fixtures, equipment and leasehold improvements 4,070 3,999Transportation 459 455Construction in progress 1,220 1,179 24,212 24,008Less — accumulated depreciation and amortization (8,727) (8,492)

$ 15,485 $ 15,516

During the three months ended March 31, 2018 and 2017, the Company capitalized a nominal amount of interest expense. During the three months endedMarch 31, 2018 and 2017, the Company capitalized approximately $5 million and $7 million , respectively, of internal costs, consisting primarily of compensationexpense for individuals directly involved with the development and construction of property.

During the year ended December 31, 2017, the Company completed an evaluation of the estimated useful lives of its property and equipment and determinedthat changes to the useful lives of certain property and equipment were appropriate. This change in estimated useful lives was accounted for as a change inaccounting estimate effective July 1, 2017. The impact of this change for the three months ended March 31, 2018, was a decrease in depreciation and amortizationexpense and an increase in operating income of $64 million , and an increase in net income of $46 million , or earnings per share of $0.06 on a basic and dilutedbasis.

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Note 4 — Long-Term Debt

Long-term debt consists of the following:

March 31,

2018 December 31,

2017 (In millions)Corporate and U.S. Related (1) : 2013 U.S. Credit Facility — Extended Term B (net of unamortized original issue discount and deferredfinancing costs of $10 and $11, respectively) $ 2,151 $ 2,150

HVAC Equipment Lease 12 12Macao Related (1) : 2016 VML Credit Facility — Term (net of unamortized deferred financing costs of $53 and $56, respectively) 4,036 4,0432016 VML Credit Facility — Non-Extended Term (net of unamortized deferred financing costs of $2) 240 247Other 4 5Singapore Related (1) : 2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $52 and $32,respectively) 3,209 3,183

9,652 9,640Less — current maturities (144) (296)Total long-term debt $ 9,508 $ 9,344____________________

(1) Unamortized deferred financing costs of $25 million and $24 million as of March 31, 2018 and December 31, 2017 , respectively, related to the U.S.,Macao and Singapore revolving credit facilities are included in other assets, net in the accompanying condensed consolidated balance sheets.

2013U.S.CreditFacility

During March 2018, the Company entered into an agreement (the "Amendment Agreement") to amend the existing 2013 U.S. Credit Facility to, among otherthings, refinance the term loans (by way of continuing or replacing existing term loans) in an aggregate amount of $2.16 billion and to lower the applicable margincredit spread for adjusted Eurodollar rate term loans from 2.0% to 1.75% per annum and for alternative base rate term loans from 1.0% to 0.75% per annum (theinterest rate was set at 3.6% as of March 31, 2018 ). Additionally, the Amendment Agreement extended the maturity date of the term loans from March 29, 2024 toMarch 27, 2025 . The 2013 Extended U.S. Term B Facility is subject to quarterly amortization payments of $5 million , which will begin on June 30, 2018 ,followed by a balloon payment of $2.01 billion due on March 27, 2025 . The Company recorded a $3 million loss on modification of debt during the three monthsended March 31, 2018, in connection with the Amendment Agreement.

As of March 31, 2018 , the Company had $1.14 billion of available borrowing capacity under the 2013 Extended U.S. Revolving Facility, net of outstandingletters of credit.

2016VMLCreditFacility

As of March 31, 2018 , the Company had $1.99 billion of available borrowing capacity under the 2016 VML Revolving Facility.

2012SingaporeCreditFacility

During March 2018, the Company amended its 2012 Singapore Credit Facility, which refinanced the term loans in an aggregate amount of SGD 4.80 billion(approximately $3.66 billion at exchange rates in effect on March 31, 2018), pursuant to which consenting lenders of borrowings under the 2012 Singapore TermFacility extended the maturity to March 29, 2024 , and consenting lenders of borrowings under the 2012 Singapore Revolving Facility extended the maturity toSeptember 29, 2023 . The Company recorded a $0.5 million loss on modification or early

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retirement of debt during the three months ended March 31, 2018, in connection with the amendment. As of March 31, 2018 , the Company had SGD 495 million(approximately $377 million at exchange rates in effect on March 31, 2018 ) of available borrowing capacity under the 2012 Singapore Revolving Facility, net ofoutstanding letters of credit.

Commencing with the quarterly period ending June 30, 2018 , and at the end of each subsequent quarter through March 31, 2022, the amended facilityagreement requires the borrower to repay the outstanding 2012 Singapore Term Facility in the amount of 0.5% of the aggregate principal amount outstanding as ofMarch 19, 2018 (the "Singapore Restatement Date"). Commencing with the quarterly period ending June 30, 2022, and at the end of each subsequent quarterthrough March 31, 2023, the Company is required to repay the outstanding 2012 Singapore Term Facility in the amount of 5.0% of the aggregate principal amountoutstanding as of the Singapore Restatement Date. For the quarterly periods ending June 30, 2023 through the termination date of March 29, 2024 , the borrower isrequired to repay the outstanding 2012 Singapore Term Facility in the amount of 18.0% of the aggregate principal amount outstanding as of the SingaporeRestatement Date. The leverage covenant was amended to provide that the leverage ratio not exceed 4.0 x on the last day of each fiscal quarter through maturity.

Debt Covenant Compliance

As of March 31, 2018 , management believes the Company was in compliance with all debt covenants.

Cash Flows from Financing Activities

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

Three Months Ended

March 31,

2018 2017 (In millions)Proceeds from 2016 VML Credit Facility $ 249 $ 300Proceeds from 2013 U.S. Credit Facility — 5

$ 249 $ 305

Repayments on 2016 VML Credit Facility $ (256) $ (100)Repayments on 2012 Singapore Credit Facility (17) (16)Repayments on 2013 U.S. Credit Facility — (47)Repayments on Airplane Financings — (56)Repayments on HVAC Equipment Lease and Other Long-Term Debt (1) (1)

$ (274) $ (220)

Fair Value of Long-Term Debt

The estimated fair value of the Company's long-term debt as of March 31, 2018 and December 31, 2017 , was approximately $9.60 billion and $9.61 billion ,respectively, compared to its carrying value of $9.75 billion and $9.72 billion , respectively. The estimated fair value of the Company's long-term debt is based onlevel 2 inputs (quoted prices in markets that are not active).

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Note 5 — Equity and Earnings Per Share

Preferred Stock

The Company is authorized to issue up to 50,000,000 shares of preferred stock. The Company's Board of Directors is authorized, subject to limitationsprescribed by Nevada law and the Company's articles of incorporation, to determine the terms and conditions of the preferred stock, including whether the shares ofpreferred stock will be issued in one or more series, the number of shares to be included in each series and the powers, designations, preferences and rights of theshares. The Company's Board of Directors also is authorized to designate any qualifications, limitations or restrictions on the shares without any further vote oraction by the stockholders.

Common Stock

Dividends

On March 30, 2018 , the Company paid a dividend of $0.75 per common share as part of a regular cash dividend program. During the three months endedMarch 31, 2018 , the Company recorded $593 million as a distribution against retained earnings (of which $324 million related to the principal stockholder and hisfamily and the remaining $269 million related to all other shareholders).

On March 31, 2017, the Company paid a dividend of $0.73 per common share as part of a regular cash dividend program. During the three months endedMarch 31, 2017 , the Company recorded $579 million as a distribution against retained earnings (of which $315 million related to the principal stockholder and hisfamily and the remaining $264 million related to all other shareholders).

In April 2018, the Company's Board of Directors declared a quarterly dividend of $0.75 per common share (a total estimated to be approximately $592million ) to be paid on June 28, 2018 , to shareholders of record on June 20, 2018 .

RepurchaseProgram

In November 2016, the Company's Board of Directors authorized the repurchase of $1.56 billion of its outstanding common stock, which expires inNovember 2018 . Repurchases of the Company's common stock are made at the Company's discretion in accordance with applicable federal securities laws in theopen market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company'sfinancial position, earnings, legal requirements, other investment opportunities and market conditions. During the three months ended March 31, 2018 and 2017,the Company repurchased 1,048,200 and 2,723,482 shares, respectively, of its common stock for $75 million and $150 million , respectively, (includingcommissions) under the current program. All share repurchases of the Company's common stock have been recorded as treasury stock.

Noncontrolling Interests

On February 23, 2018, SCL paid a dividend of 0.99 Hong Kong dollars ("HKD") per share to SCL shareholders (a total of $1.02 billion , of which theCompany retained $717 million during the three months ended March 31, 2018 ). On February 24, 2017, SCL paid a dividend of HKD 0.99 per share to SCLshareholders (a total of $1.03 billion , of which the Company retained $722 million during the three months ended March 31, 2017 ).

On March 16, 2018, the Board of Directors of SCL approved a dividend of HKD 1.00 per share to SCL shareholders, subject to shareholder approval, to bepaid on June 22, 2018, to shareholders of record on June 4, 2018.

During the three months ended March 31, 2018 and 2017 , the Company distributed $3 million to certain of its noncontrolling interests.

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Earnings Per Share

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

Three Months Ended March 31,

2018 2017 (In millions)Weighted-average common shares outstanding (used in the calculation of basic earnings per share) 789 794Potential dilution from stock options and restricted stock and stock units 1 1Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share) 790 795Antidilutive stock options excluded from the calculation of diluted earnings per share 1 7

Accumulated Other Comprehensive Loss

As of March 31, 2018 and December 31, 2017 , accumulated other comprehensive loss consisted solely of foreign currency translation adjustments.

Note 6 — Income Taxes

The Company's effective income tax rate was (54.6)% for the three months ended March 31, 2018 , compared to 10.6% for the three months ended March 31,2017 . The effective income tax rate for the three months ended March 31, 2018 , would have been 9.5% without the discrete benefit of $670 million , as discussedfurther below. The effective income tax rate for the three months ended March 31, 2018 reflects a 17% statutory tax rate on the Company's Singapore operations, a21% corporate income tax rate for its domestic operations and a zero percent tax rate on its Macao gaming operations due to the Company's income tax exemptionin Macao, effective through the end of 2018.

In December 2017, the U.S. enacted the Tax Cuts and Jobs Act (the "Act"). The Company recorded a discrete benefit of $526 million in the fourth quarter of2017 related to the reduction of the valuation allowance on certain deferred tax assets previously determined not likely to be utilized and also the revaluation of itsU.S. deferred tax liabilities at the reduced corporate income tax rate of 21% . This discrete benefit was the provisional impact of enactment of the Act subject toStaff Accounting Bulletin ("SAB") 118, which provides for a 12-month remeasurement period to complete the accounting required under Accounting StandardsCodification ("ASC") 740.

The Act made significant changes to U.S. income tax laws, including transitioning from a worldwide tax system to a territorial tax system. This change in theU.S. international tax system included the introduction of several new tax regimes that are effective as of January 1, 2018. One of the new taxes introduced is theGlobal Intangible Low-Taxed Income ("GILTI"), which effectively taxes the foreign earnings of U.S. multinational companies at 10.5% , half of the currentcorporate tax rate. During the three months ended March 31, 2018 , the Company concluded how the foreign tax credits associated with this income, and allowedagainst the U.S. tax liability, would be utilized and the potential impact on the foreign tax credit deferred tax asset and related valuation allowance. As a result, theCompany recorded a tax benefit of $670 million relating to the reduction of the valuation allowance on certain U.S. foreign tax credit assets generated prior to 2018that were previously determined not likely to be utilized.

While management believes the provisional amounts recorded during the three months ended March 31, 2018 and the year ended December 31, 2017represent reasonable estimates of the ultimate impact U.S. tax reform will have on the Company's consolidated financial statements, it is possible the Company maycontinue to materially adjust these amounts for related administrative guidance, notices, implementation regulations, potential legislative amendments andinterpretations as the Act continues to evolve. These adjustments could have an impact on the Company's tax assets and liabilities, effective tax rate, net incomeand earnings per share.

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Note 7 — Commitments and Contingencies

Litigation

The Company is involved in other litigation in addition to those noted below, arising in the normal course of business. Management has made certainestimates for potential litigation costs based upon consultation with legal counsel and has accrued a nominal amount for such costs as of March 31, 2018 . Actualresults could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the Company'sfinancial condition, results of operations and cash flows.

RoundSquareCompanyLimitedv.LasVegasSandsCorp.On October 15, 2004, Richard Suen and Round Square Company Limited ("Roundsquare") filed an action against LVSC, Las Vegas Sands, Inc. ("LVSI"),

Sheldon G. Adelson and William P. Weidner in the District Court of Clark County, Nevada (the "District Court"), asserting a breach of an alleged agreement to paya success fee of $5 million and 2.0% of the net profit from the Company's Macao resort operations to the plaintiffs as well as other related claims. In March 2005,LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties. Pursuant to an order filed March 16, 2006, plaintiffs' fraudclaims set forth in the first amended complaint were dismissed with prejudice against all defendants. The order also dismissed with prejudice the first amendedcomplaint against defendants Sheldon G. Adelson and William P. Weidner. On May 24, 2008, the jury returned a verdict for the plaintiffs in the amount of $44million . On June 30, 2008, a judgment was entered in this matter in the amount of $59 million (including pre-judgment interest). The Company appealed theverdict to the Nevada Supreme Court. On November 17, 2010, the Nevada Supreme Court reversed the judgment and remanded the case to the District Court for anew trial. In its decision reversing the monetary judgment against the Company, the Nevada Supreme Court also made several other rulings, including overturningthe pre-trial dismissal of the plaintiffs' breach of contract claim and deciding several evidentiary matters, some of which confirmed and some of which overturnedrulings made by the District Court. On February 27, 2012, the District Court set a date of March 25, 2013, for the new trial. On June 22, 2012, the defendants fileda request to add experts and plaintiffs filed a motion seeking additional financial data as part of their discovery. The District Court granted both requests. The retrialbegan on March 27 and on May 14, 2013, the jury returned a verdict in favor of Roundsquare in the amount of $70 million . On May 28, 2013, a judgment wasentered in the matter in the amount of $102 million (including pre-judgment interest). On June 7, 2013, the Company filed a motion with the District Courtrequesting the judgment be set aside as a matter of law or in the alternative that a new trial be granted. On July 30, 2013, the District Court denied the Company'smotion. On October 17, 2013, the District Court entered an order granting plaintiff's request for certain costs and fees associated with the litigation in the amount ofapproximately $1 million . On December 6, 2013, the Company filed a notice of appeal of the jury verdict with the Nevada Supreme Court. The Company filed itsopening appellate brief with the Nevada Supreme Court on June 16, 2014. On August 19, 2014, the Nevada Supreme Court issued an order granting plaintiffsadditional time until September 15, 2014, to file their answering brief. On September 15, 2014, Roundsquare filed a request to the Nevada Supreme Court to file abrief exceeding the maximum number of words, which was granted. On October 10, 2014, Roundsquare filed its answering brief. On January 12, 2015, thedefendants filed their reply brief. On January 27, 2015, Roundsquare filed its reply brief. The Nevada Supreme Court set oral argument for December 17, 2015,before a panel of justices only to reset it for January 26, 2016, en banc. Oral arguments were presented to the Nevada Supreme Court as scheduled. On March 11,2016, the Nevada Supreme Court issued an order affirming the judgment of liability, but reversing the damages award and remanding for a new trial on damages.On March 29, 2016, Roundsquare filed a petition for rehearing. The Nevada Supreme Court ordered an answer by the Company, which the Company filed on May4, 2016. On May 12, 2016, Roundsquare filed a motion for leave to file a reply brief in support of its petition for rehearing, and on May 19, 2016, the Companyfiled an opposition to that motion. On June 24, 2016, the Nevada Supreme Court issued an order granting Roundsquare's petition for rehearing and submitting theappeal for decision on rehearing without further briefing or oral argument. On July 22, 2016, the Nevada Supreme Court once again ordered a new trial as toplaintiff Roundsquare on the issue of quantum merit damages. A pre-trial hearing was set in District Court for December 12, 2016. At the December 12, 2016hearing, the District Court indicated it would allow a scope of trial and additional discovery into areas the Company opposed as inconsistent with the NevadaSupreme Court's remand. The District Court issued a written order on the scope of retrial and discovery dated December 15, 2016. On January 5, 2017, theCompany

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moved for a stay of proceedings in the District Court, pending the Nevada Supreme Court's resolution of the Company's petition for writ of mandamus orprohibition, which was filed on January 13, 2017. On February 13, 2017, the District Court denied the motion to stay proceedings and, on February 16, 2017, theNevada Supreme Court denied the writ. The parties are presently engaged in discovery and the damages trial date has been set to begin on March 4, 2019. TheCompany has accrued a nominal amount for estimated costs related to this legal matter as of March 31, 2018 . In the event the Company's assumptions used toevaluate this matter change in future periods, it may be required to record an additional liability for an adverse outcome. The Company intends to defend this mattervigorously.

FrankJ.Fosbre,Jr.v.LasVegasSandsCorp.,SheldonG.AdelsonandWilliamP.WeidnerOn May 24, 2010, Frank J. Fosbre, Jr. filed a purported class action complaint in the U.S. District Court, against LVSC, Sheldon G. Adelson and William P.

Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose materialfacts, through press releases, investor conference calls and other means from August 1, 2007 through November 6, 2008. The complaint sought, among other relief,class certification, compensatory damages and attorneys' fees and costs. On July 21, 2010, Wendell and Shirley Combs filed a purported class action complaint inthe U.S. District Court, against LVSC, Sheldon G. Adelson and William P. Weidner. The complaint alleged that LVSC, through the individual defendants,disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means fromJune 13, 2007 through November 11, 2008. The complaint, which was substantially similar to the Fosbre complaint, discussed above, sought, among other relief,class certification, compensatory damages and attorneys' fees and costs. On August 31, 2010, the U.S. District Court entered an order consolidating the Fosbre andCombs cases, and appointed lead plaintiffs and lead counsel. As such, the Fosbre and Combs cases are reported as one consolidated matter. On November 1, 2010,a purported class action amended complaint was filed in the consolidated action against LVSC, Sheldon G. Adelson and William P. Weidner. The amendedcomplaint alleges that LVSC, through the individual defendants, disseminated or approved materially false and misleading information, or failed to disclosematerial facts, through press releases, investor conference calls and other means from August 2, 2007 through November 6, 2008. The amended complaint seeks,among other relief, class certification, compensatory damages and attorneys' fees and costs. On January 10, 2011, the defendants filed a motion to dismiss theamended complaint, which, on August 24, 2011, was granted in part and denied in part, with the dismissal of certain allegations. On November 7, 2011, thedefendants filed their answer to the allegations remaining in the amended complaint. On July 11, 2012, the U.S. District Court issued an order allowing defendants'Motion for Partial Reconsideration of the U.S. District Court's order dated August 24, 2011, striking additional portions of the plaintiffs' complaint and reducing theclass period to a period of February 4 to November 6, 2008. On August 7, 2012, the plaintiffs filed a purported class action second amended complaint (the"Second Amended Complaint") seeking to expand their allegations back to a time period of 2007 (having previously been cut back to 2008 by the U.S. DistrictCourt) essentially alleging very similar matters that had been previously stricken by the U.S. District Court. On October 16, 2012, the defendants filed a newmotion to dismiss the Second Amended Complaint. The plaintiffs responded to the motion to dismiss on November 1, 2012, and defendants filed their reply onNovember 12, 2012. On November 20, 2012, the U.S. District Court granted a stay of discovery under the Private Securities Litigation Reform Act pending adecision on the new motion to dismiss and therefore, the discovery process was suspended. On April 16, 2013, the case was reassigned to a new judge. On July 30,2013, the U.S. District Court heard the motion to dismiss and took the matter under advisement. On November 7, 2013, the judge granted in part and denied in partdefendants' motions to dismiss. On December 13, 2013, the defendants filed their answer to the Second Amended Complaint. Discovery in the matter resumed. OnJanuary 8, 2014, plaintiffs filed a motion to expand the certified class period, which was granted by the U.S. District Court on June 15, 2015. Fact discovery closedon July 31, 2015, and expert discovery closed on December 18, 2015. On January 22, 2016, defendants filed motions for summary judgment. Plaintiffs filed anopposition to the motions for summary judgment on March 11, 2016. Defendants filed their replies in support of summary judgment on April 8, 2016. Summaryjudgment in favor of the defendants was entered on January 4, 2017. The plaintiffs filed a notice of appeal on February 2, 2017, and their opening brief in supportof their appeal on July 14, 2017. Defendants filed their answering briefs in opposition to the appeal on October 13, 2017. Plaintiffs filed their reply brief in supportof their appeal on December 14, 2017. Oral argument on the appeal was held on April 12, 2018. The Company intends to defend this matter vigorously.

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BenyaminKohanimv.Adelson,etal.On March 9, 2011, Benyamin Kohanim filed a shareholder derivative action (the "Kohanim action") on behalf of the Company in the District Court against

Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the membersof the Board of Directors at the time. The complaint alleges, among other things, breach of fiduciary duties in failing to properly implement, oversee and maintaininternal controls to ensure compliance with the Foreign Corrupt Practices Act ("FCPA"). The complaint seeks to recover for the Company unspecified damages,including restitution and disgorgement of profits, and also seeks to recover attorneys' fees, costs and related expenses for the plaintiff. On April 18, 2011, Ira J.Gaines, Sunshine Wire and Cable Defined Benefit Pension Plan Trust dated 1/1/92 and Peachtree Mortgage Ltd. filed a shareholder derivative action (the "Gainesaction") on behalf of the Company in the District Court against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A.Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged inthe Kohanim action. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys' fees, costs and related expenses forthe plaintiffs. The Kohanim and Gaines actions have been consolidated and are reported as one consolidated matter. On July 25, 2011, the plaintiffs filed a firstverified amended consolidated complaint. The plaintiffs have twice agreed to stay the proceedings. A 120-day stay was entered by the District Court inOctober 2011. It was extended for another 90 days in February 2012 and expired in May 2012. The parties agreed to an extension of the May 2012 deadline thatexpired on October 30, 2012. The defendants filed a motion to dismiss on November 1, 2012, based on the fact that the plaintiffs have suffered no damages. OnJanuary 23, 2013, the District Court denied the motion to dismiss in part, deferred the remainder of the motion to dismiss and stayed the proceedings until July 22,2013. The District Court granted several successive stays since that time, but lifted the stay on April 25, 2017, following an in-chambers status check. On July 20,2017, the District Court ordered counsel of record for all parties to appear for an August 10, 2017 status check. The District Court subsequently ordered the partiesto submit supplemental briefing on the pending motion to dismiss and a hearing on that motion was held on November 9, 2017. After first entering an orderdismissing the case without prejudice, the District Court on January 9, 2018, dismissed the case with prejudice at the plaintiffs' request. Plaintiffs did not file anappeal and the matter is now closed.

NasserMoradi,etal.v.Adelson,etal.On April 1, 2011, Nasser Moradi, Richard Buckman, Douglas Tomlinson and Matt Abbeduto filed a shareholder derivative action (the "Moradi action"), as

amended on April 15, 2011, on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman,George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantiallysimilar claims as alleged in the Kohanim and Gaines actions. The complaint seeks to recover for the Company unspecified damages, including exemplary damagesand restitution, and also seeks to recover attorneys' fees, costs and related expenses for the plaintiffs. On April 18, 2011, the Louisiana Municipal Police EmployeesRetirement System filed a shareholder derivative action (the "LAMPERS action") on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson,Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board ofDirectors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim,Moradi and Gaines actions. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys' fees, costs and relatedexpenses for the plaintiff. On April 22, 2011, John Zaremba filed a shareholder derivative action (the "Zaremba action") on behalf of the Company in the U.S.District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A.Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantiallysimilar claims as alleged in the Kohanim, Moradi, Gaines and LAMPERS actions. The complaint seeks to recover for the Company unspecified damages, includingrestitution, disgorgement of profits and injunctive relief, and also seeks to recover attorneys' fees, costs and related expenses for the plaintiff. On August 25, 2011,the U.S. District Court consolidated the Moradi, LAMPERS and Zaremba actions and such actions are reported as one consolidated matter. On November 17, 2011,the defendants filed a motion to dismiss or alternatively to stay the federal action due to the parallel District Court action described above. On May 25,

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2012, the case was transferred to a new judge. On August 27, 2012, the U.S. District Court granted the motion to stay pending a further update of the SpecialLitigation Committee due on October 30, 2012. On October 30, 2012, the defendants filed the update asking the judge to determine whether to continue the stayuntil January 31, 2013, or to address motions to dismiss. On November 7, 2012, the U.S. District Court denied defendants request for an extension of the stay butasked the parties to brief the motion to dismiss. On November 21, 2012, defendants filed their motion to dismiss. On December 21, 2012, plaintiffs filed theiropposition, and on January 18, 2013, defendants filed their reply. On May 31, 2013, the case was reassigned to a new judge. On April 11, 2014, the judge deniedthe motion to dismiss without prejudice and ordered the case stayed pending the outcome of the District Court action in Kohanim described above. After theKohanim case was dismissed with prejudice at plaintiff's request and not appealed, the defendants, on April 11, 2018, filed simultaneous motions seeking to lift thestay and to dismiss this federal consolidated derivative case. This consolidated action is in a preliminary stage and management has determined that based onproceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Companyintends to defend this matter vigorously.

AsianAmericanEntertainmentCorporation,Limitedv.VenetianMacauLimited,etal.On January 19, 2012, Asian American Entertainment Corporation, Limited ("AAEC") filed a claim (the "Macao action") with the Macao Judicial Court

(Tribunal Judicial de Base) against VML, LVS (Nevada) International Holdings, Inc. ("LVS (Nevada)"), Las Vegas Sands, LLC ("LVSLLC") and VCR(collectively, the "Defendants"). The claim is for 3.0 billion patacas (approximately $371 million at exchange rates in effect on March 31, 2018 ) as compensationfor damages resulting from the alleged breach of agreements entered into between AAEC and LVS (Nevada), LVSLLC and VCR (collectively, the "U.S.Defendants") for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of2001. On July 4, 2012, the Defendants filed their defense to the Macao action with the Macao Judicial Court. AAEC then filed a reply that included severalamendments to the original claim, although the amount of the claim was not amended. On January 4, 2013, the Defendants filed an amended defense to theamended claim with the Macao Judicial Court. On September 23, 2013, the U.S. Defendants filed a motion with the Macao Second Instance Court, seekingrecognition and enforcement of the U.S. Court of Appeals ruling in the Prior Action, referred to below, given on April 10, 2009, which partially dismissed AAEC'sclaims against the U.S. Defendants.

On March 24, 2014, the Macao Judicial Court issued a Decision (Despacho Seneador) holding that AAEC's claim against VML is unfounded and that VMLbe removed as a party to the proceedings, and the claim should proceed exclusively against the U.S. Defendants. On May 8, 2014, AAEC lodged an appeal againstthat decision. The Macao Judicial Court further held that the existence of the pending application for recognition and enforcement of the U.S. Court of Appealsruling before the Macao Second Instance Court did not justify a stay of the proceedings against the U.S. Defendants at the present time, although in principle anapplication for a stay of the proceedings against the U.S. Defendants could be reviewed after the Macao Second Instance Court had issued its decision. On June 25,2014, the Macao Second Instance Court delivered a decision, which gave formal recognition to and allowed enforcement in Macao of the judgment of the U.S.Court of Appeals, dismissing AAEC's claims against the U.S. Defendants.

AAEC appealed against the recognition decision to the Macao Court of Final Appeal, which, on May 6, 2015, dismissed the appeal and held the U.S.judgment to be final and have preclusive effect. The Macao Court of Final Appeal's decision became final on May 21, 2015. On June 5, 2015, the U.S. Defendantsapplied to the Macao Judicial Court to dismiss the claims against them as res judicata. AAEC filed its response to that application on June 30, 2015. The U.S.Defendants filed their reply on July 23, 2015. On September 14, 2015, the Macao Judicial Court admitted two further legal opinions from Portuguese and U.S. lawexperts. On March 16, 2016, the Macao Judicial Court dismissed the defense of res judicata. An appeal against that decision was lodged on April 7, 2016, togetherwith a request that the appeal be heard immediately. By a decision dated April 13, 2016, the Macao Judicial Court accepted that the appeal be heard immediately.Legal arguments were submitted May 23, 2016. AAEC replied to the legal arguments on or about July 14, 2016, which was three days late, upon payment of apenalty. The U.S. Defendants submitted a response on September 20, 2016. On December 13, 2016, the Macao Judicial Court confirmed its earlier decision not tostay the proceedings pending appeal. As of the end of December 2016, all appeals (including VML's dismissal and the res judicata appeals) were being transferredto the Macao Second Instance Court. On May 11, 2017, the Macao Second

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Instance Court notified the parties of its decision of refusal to deal with the appeals at the present time. The Macao Second Instance Court ordered the court file betransferred back to the Macao Judicial Court. Evidence gathering by the Macao Judicial Court has commenced by letters rogatory. On June 30, 2017, the MacaoJudicial Court sent letters rogatory to the Public Prosecutor's office, for onward transmission to relevant authorities in the U.S. and Hong Kong. On August 10,2017, the Hong Kong Mutual Legal Assistance Unit, International Law Division, Hong Kong Department of Justice ("HKMLAU") responded to the PublicProsecutor and requested additional information. On August 18, 2017, the Public Prosecutor forwarded the HKMLAU request to the Macao Judicial Court. OnNovember 14, 2017, the Public Prosecutor replied to the HKMLAU. The HKMLAU sent a further communication to the Public Prosecutor on November 29, 2017,again requesting the Macao Judicial Court provide further information to enable processing of the Hong Kong letter rogatory. On January 6, 2018, the MacaoJudicial Court notified the parties accordingly. On February 10, 2018, the Macao Judicial Court notified the parties that a communication dated January 25, 2018,had been received from the U.S. Department of Justice. The Macao Judicial Court has extended the time for processing the letters rogatory until the end of June2018.

On March 25, 2015, application was made by the U.S. Defendants to the Macao Judicial Court to revoke the legal aid granted to AAEC, accompanied by arequest for evidence taking from AAEC, relating to the fees and expenses that they incurred and paid in the U.S. subsequent action referred to below. The MacaoPublic Prosecutor has opposed the action on the ground of lack of evidence that AAEC's financial position has improved. No decision has been issued in respect tothat application up to the present time. A complaint against AAEC's Macao lawyer arising from certain conduct in relation to recent U.S. proceedings wassubmitted to the Macao Lawyer's Association on October 19, 2015. A letter dated February 26, 2016, has been received from the Conselho Superior de Advocaciaof the Macao Bar Association advising that disciplinary proceedings have commenced. A further letter dated April 5, 2016, was received from the ConselhoSuperior de Advocacia requesting confirmation that the signatories of the complaint were acting within their corporate authority. In a letter dated April 14, 2016,such confirmation was provided. On September 28, 2016, the Conselho Superior de Advocacia invited comments on the defense, which had been lodged byAAEC's Macao lawyer.

On July 9, 2014, the plaintiff filed another action in the U.S. District Court against LVSC, LVSLLC, VCR (collectively, the "LVSC entities"), Sheldon G.Adelson, William P. Weidner, David Friedman and Does 1-50 for declaratory judgment, equitable accounting, misappropriation of trade secrets, breach ofconfidence and conversion based on a theory of copyright law. The claim is for $5.0 billion . On November 4, 2014, plaintiff finally effected notice on the LVSCentities, which was followed by a motion to dismiss by the LVSC entities on November 10, 2014. Plaintiff failed to timely respond, and on December 2, 2014, theLVSC entities moved for immediate dismissal and sanctions against plaintiff and his counsel for bringing a frivolous lawsuit. On December 19, 2014, plaintiff filedan incomplete and untimely response, which was followed by plaintiff's December 27, 2014 notice of withdrawal of the lawsuit and the LVSC entities' December29, 2014, reply in favor of sanctions and dismissal with prejudice. On August 31, 2015, the judge dismissed the U.S. action and the LVSC entities' sanctionsmotion. The Macao action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine theprobability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

As previously disclosed by the Company, on February 5, 2007, AAEC brought a similar claim (the "Prior Action") in the U.S. District Court, against LVSI(now known as LVSLLC), VCR and Venetian Venture Development, LLC, which are subsidiaries of the Company, and William P. Weidner and David Friedman,who are former executives of the Company. The U.S. District Court entered an order on April 16, 2010, dismissing the Prior Action. On April 20, 2012, LVSLLC,VCR and LVS (Nevada) filed an injunctive action (the "Nevada Action") against AAEC in the U.S. District Court seeking to enjoin AAEC from proceeding withthe Macao Action based on AAEC's filing, and the U.S. District Court's dismissal, of the Prior Action. On June 14, 2012, the U.S. District Court issued an orderthat denied the motions requesting the Nevada Action, thereby effectively dismissing the Nevada Action.

Note 8 — Segment Information

The Company's principal operating and developmental activities occur in three geographic areas: Macao, Singapore and the U.S. The Company reviews theresults of operations for each of its operating segments: The Venetian

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(UNAUDITED)

Macao; Sands Cotai Central; The Parisian Macao; The Plaza Macao and Four Seasons Hotel Macao; Sands Macao; Marina Bay Sands; Las Vegas OperatingProperties; and Sands Bethlehem. The Company also reviews construction and development activities for each of its primary projects currently under development,in addition to its reportable segments noted above, which include the renovation, expansion and rebranding of Sands Cotai Central and the additional rooms in thetower adjacent to the Four Seasons Hotel Macao in Macao, and the Las Vegas Condo Tower (for which construction currently is suspended) in the United States.The Company has included Ferry Operations and Other (comprised primarily of the Company's ferry operations and various other operations that are ancillary to itsproperties in Macao) to reconcile to condensed consolidated results of operations and financial condition. The Company has included Corporate and Other (whichincludes the Las Vegas Condo Tower and corporate activities of the Company) to reconcile to the condensed consolidated financial condition. The segmentinformation for the three months ended March 31, 2017 has been reclassified to conform to the current presentation. The Company's segment information as ofMarch 31, 2018 and December 31, 2017 , and for the three months ended March 31, 2018 and 2017 , is as follows:

Three Months Ended

March 31,

2018 2017 (In millions)Net Revenues Macao:

The Venetian Macao $ 868 $ 726Sands Cotai Central 549 459The Parisian Macao 359 310The Plaza Macao and Four Seasons Hotel Macao 191 138Sands Macao 154 178Ferry Operations and Other 39 38

2,160 1,849Marina Bay Sands 872 690United States:

Las Vegas Operating Properties 477 445Sands Bethlehem 134 139

611 584Intersegment eliminations (64) (56)Total net revenues $ 3,579 $ 3,067

Three Months Ended

March 31,

2018 2017 (In millions)Intersegment Revenues Macao:

The Venetian Macao $ 1 $ 1Ferry Operations and Other 6 5

7 6Marina Bay Sands 2 2Las Vegas Operating Properties 55 48Total intersegment revenues $ 64 $ 56

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(UNAUDITED)

Three Months Ended

March 31,

2018 2017 (In millions)Adjusted Property EBITDA Macao:

The Venetian Macao $ 348 $ 289Sands Cotai Central 201 143The Parisian Macao 116 82The Plaza Macao and Four Seasons Hotel Macao 73 51Sands Macao 47 54Ferry Operations and Other 4 7

789 626Marina Bay Sands 541 364United States:


170 158Consolidated adjusted property EBITDA (1) 1,500 1,148Other Operating Costs and Expenses Stock-based compensation (4) (3)Corporate (56) (42)Pre-opening (1) (2)Development (3) (3)Depreciation and amortization (264) (321)Amortization of leasehold interests in land (9) (10)Loss on disposal or impairment of assets (5) (3)Operating income 1,158 764Other Non-Operating Costs and Expenses Interest income 5 3Interest expense, net of amounts capitalized (89) (78)Other expense (26) (36)Loss on modification or early retirement of debt (3) (5)Income tax benefit (expense) 571 (69)Net income $ 1,616 $ 579 ____________________

(1) Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is net income before stock-based compensation expense, corporateexpense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal orimpairment of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes. Consolidated adjustedproperty EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operatingperformance. In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of its operations with thoseof its competitors, as well as a basis for determining certain incentive compensation. Integrated Resort companies have historically reported adjustedproperty EBITDA as a supplemental performance measure to GAAP financial measures. In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including Las Vegas Sands Corp., have historically excluded certain expenses that do not relate to themanagement of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDAcalculations. Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operatingperformance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP. The Company hassignificant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments and income taxes, which arenot reflected in consolidated adjusted property

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(UNAUDITED)

EBITDA. Not all companies calculate adjusted property EBITDA in the same manner. As a result, consolidated adjusted property EBITDA as presented bythe Company may not be directly comparable to similarly titled measures presented by other companies.

Three Months Ended

March 31,

2018 2017 (In millions)Capital Expenditures Corporate and Other $ 49 $ 1Macao:

The Venetian Macao 42 28Sands Cotai Central 28 22The Parisian Macao 42 54The Plaza Macao and Four Seasons Hotel Macao 9 7Sands Macao 4 2Ferry Operations and Other — 1

125 114Marina Bay Sands 35 56United States:


29 31Total capital expenditures $ 238 $ 202

March 31,

2018 December 31,

2017 (In millions)Total Assets Corporate and Other $ 1,652 $ 953Macao:

The Venetian Macao 2,220 2,640Sands Cotai Central 3,951 3,891The Parisian Macao 2,480 2,496The Plaza Macao and Four Seasons Hotel Macao 933 930Sands Macao 306 282Ferry Operations and Other 275 275

10,165 10,514Marina Bay Sands 5,122 5,054United States:

Las Vegas Operating Properties 3,933 3,530Sands Bethlehem 632 636

4,565 4,166Total assets $ 21,504 $ 20,687

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(UNAUDITED)

March 31,

2018 December 31,

2017 (In millions)Total Long-Lived Assets (1) Corporate and Other $ 287 $ 249Macao:

The Venetian Macao 1,719 1,728Sands Cotai Central 3,478 3,516The Parisian Macao 2,341 2,375The Plaza Macao and Four Seasons Hotel Macao 854 853Sands Macao 221 222Ferry Operations and Other 142 146

8,755 8,840Marina Bay Sands 4,378 4,336United States:

Las Vegas Operating Properties 2,770 2,779Sands Bethlehem 548 549

3,318 3,328Total long-lived assets $ 16,738 $ 16,753 ____________________

(1) Long-lived assets include property and equipment, net of accumulated depreciation and amortization, and leasehold interests in land, net of accumulatedamortization.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

ITEM 2 — MANAGEMENT'SDISCUSSIONANDANALYSISOFFINANCIALCONDITIONANDRESULTSOFOPERATIONS

The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notesthereto, and other financial information included in this Form 10-Q. Certain statements in this "Management's Discussion and Analysis of Financial Condition andResults of Operations" are forward-looking statements. See "—Special Note Regarding Forward-Looking Statements."

Operations

Generally, we view each of our integrated resort properties as an operating segment. Our operating segments in the Macao Special Administrative Region("Macao") of the People's Republic of China consist of The Venetian Macao; Sands Cotai Central; The Parisian Macao; The Plaza Macao and Four Seasons HotelMacao; and the Sands Macao. Our operating segment in Singapore is the Marina Bay Sands. Our operating segments in the U.S. consist of the Las Vegas OperatingProperties, which includes The Venetian Las Vegas, The Palazzo and the Sands Expo Center, and the Sands Bethlehem.

On March 8, 2018, we entered into a purchase and sale agreement under which PCI Gaming Authority, an unincorporated, chartered instrumentality of thePoarch Band of Creek Indians, will acquire the Sands Bethlehem property in Pennsylvania for a total enterprise value of $1.30 billion . The closing of thetransaction is subject to regulatory review and other closing conditions.

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States ofAmerica requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and relateddisclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information currently available to us and onvarious other assumptions management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change ourestimates and assumptions in future evaluations. Changes in these estimates and assumptions may have a material effect on our financial condition and results ofoperations. We believe these critical accounting policies affect our more significant judgments and estimates used in the preparation of our condensed consolidatedfinancial statements. For a discussion of our significant accounting policies and estimates, please refer to "Management's Discussion and Analysis of FinancialCondition and Results of Operations" presented in our 2017 Annual Report on Form 10-K filed on February 23, 2018.

There were no newly identified significant accounting estimates during the three months ended March 31, 2018 , nor were there any material changes to thecritical accounting policies and estimates discussed in our 2017 Annual Report.

Recent Accounting Pronouncements

See related disclosure at "Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 1 — Organization and Businessof Company — Recent Accounting Pronouncements."

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Summary Financial Results

The following table summarizes our results of operations:


2018 2017 PercentChange

(Dollars in millions)Net revenues $ 3,579 $ 3,067 16.7%Operating expenses 2,421 2,303 5.1%Operating income 1,158 764 51.6%Income before income taxes 1,045 648 61.3%Net income 1,616 579 179.1%Net income attributable to Las Vegas Sands Corp. 1,456 481 202.7%

The increase in operating income was due to stronger results across our Macao, Singapore and Las Vegas property portfolio and the impact of the change inuseful lives of certain property and equipment. The increase in net income and net income attributable to Las Vegas Sands Corp. reflects these stronger operatingresults and a nonrecurring non-cash discrete income tax benefit of $670 million, as further described below.

Operating Results

RevenueRecognition

We adopted the new revenue recognition standard on January 1, 2018, on a full retrospective basis. Revenue from contracts with customers primarily consistsof casino wagers, room sales, food and beverage transactions, rental income from our mall tenants, convention sales and entertainment and ferry ticket sales. Thesecontracts can be written, oral or implied by customary business practices.

Gross casino revenue is the aggregate of gaming wins and losses. The commissions rebated to junket operators and premium players for rolling play, cashdiscounts and other cash incentives to patrons related to gaming play are recorded as a reduction to gross casino revenue. Gaming contracts include a performanceobligation to honor the patron’s wager and typically include a performance obligation to provide a product or service to the patron on a complimentary basis toincentivize gaming or in exchange for points earned under our loyalty program.

When a patron earns points under our loyalty program, the estimated stand-alone selling price of the points earned is deferred until redemption. Onceredeemed, revenue is recognized in its respective revenue type. Similarly, revenue is also allocated to its respective revenue type for complimentaries provided atmanagement's discretion. After the aforementioned allocations, the residual amount is recorded to casino revenue.

Hotel revenue recognition criteria are met at the time of occupancy. Food and beverage revenue recognition criteria are met at the time of service. Conventionrevenues are recognized when the related service is rendered or the event is held. Deposits for future hotel occupancy, convention space or food and beverageservices contracts are recorded as deferred income until the revenue recognition criteria are met. Revenue from contracts with a combination of these services isallocated pro rata based on each service’s stand-alone selling price. Cancellation fees for hotel, meeting space and food and beverage services are recognized uponcancellation by the customer and are included in other revenues. Ferry and entertainment revenue recognition criteria are met at the completion of the ferry trip orevent, respectively.

Revenue from leases is primarily recorded to mall revenue and is generated from base rents and overage rents received through long-term leases with retailtenants. Base rent, adjusted for contractual escalations, is recognized on a straight-line basis over the term of the related lease. Overage rent is paid by a tenantwhen its sales exceed an agreed upon minimum amount and is not recognized until the threshold is met.

KeyOperatingRevenueMeasurements

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

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

CasinorevenuemeasurementsforMacaoandSingapore:Macao and Singapore table games are segregated into two groups: Rolling Chip play (composed ofVIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered andlost. The volume measurement for Non-Rolling Chip play is table games drop ("drop"), which is net markers issued (credit instruments), cash deposited in the tabledrop boxes and gaming chips purchased and exchanged at the cage. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as they are twodistinct measures of volume. The amounts wagered and lost for Rolling Chip play are substantially higher than the amounts dropped for Non-Rolling Chip play.Slot handle ("handle"), also a volume measurement, is the gross amount wagered for the period cited.

We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold (amount won by the casino)as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by thecasino and recorded as casino revenue. Our Rolling Chip win percentage (calculated before discounts and commissions) is expected to be 3.0% to 3.3% in Macaoand 2.7% to 3.0% in Singapore, and our Non-Rolling Chip table games have produced a trailing 12-month win percentage (calculated before discounts) of 24.7% ,21.1% , 20.2% , 23.1% , 18.6% and 19.3% at The Venetian Macao, Sands Cotai Central, The Parisian Macao, The Plaza Macao and Four Seasons Hotel Macao,Sands Macao and Marina Bay Sands, respectively. As of January 1, 2018, Non-Rolling Chip drop at Marina Bay Sands includes chips purchased and exchanged atthe cage, consistent with our Macao properties. Prior period amounts have been updated to conform to the current presentation. Our slot machines have produced atrailing 12-month hold percentage (calculated before slot club cash incentives) of 5.2% , 4.1% , 3.0% , 7.2% , 3.3% and 4.4% at The Venetian Macao, Sands CotaiCentral, The Parisian Macao, The Plaza Macao and Four Seasons Hotel Macao, Sands Macao and Marina Bay Sands, respectively. Actual win percentage may varyfrom our expected win percentage and the trailing 12-month win and hold percentages. Generally, slot machine play is conducted on a cash basis. In Macao andSingapore, 14.6% and 27.7% , respectively, of our table games play was conducted on a credit basis for the three months ended March 31, 2018 .

CasinorevenuemeasurementsfortheU.S.:The volume measurements in the U.S. are slot handle, as previously described, and table games drop, which isthe total amount of cash and net markers issued that are deposited in the table drop box. We view table games win as a percentage of drop and slot hold as apercentage of handle. Based upon our mix of table games, our table games are expected to produce a win percentage (calculated before discounts) of 18% to 26%for Baccarat and 16% to 24% for non-Baccarat. Table games at Sands Bethlehem have produced a trailing 12-month win percentage of 19.6% . Our slot machineshave produced a trailing 12-month hold percentage (calculated before slot club cash incentives) of 8.6% and 6.5% at our Las Vegas Operating Properties and atSands Bethlehem, respectively. Actual win percentage may vary from our expected win percentage and the trailing 12-month win and hold percentages. Similar toMacao and Singapore, slot machine play is generally conducted on a cash basis. Approximately 66.7% of our table games play at our Las Vegas OperatingProperties, for the three months ended March 31, 2018 , was conducted on a credit basis, while our table games play in Pennsylvania is primarily conducted on acash basis.

Hotelrevenuemeasurements:Performance indicators used are occupancy rate (a volume indicator), which is the average percentage of available hotel roomsoccupied during a period and average daily room rate ("ADR," a price indicator), which is the average price of occupied rooms per day. Available rooms excludethose rooms unavailable for occupancy during the period due to renovation, development or other requirements. Revenue per available room ("RevPAR")represents a summary of hotel ADR and occupancy. Because not all available rooms are occupied, ADR is normally higher than RevPAR. Reserved rooms wherethe guests do not show up for their stay and lose their deposit, or where guests check out early, may be resold to walk-in guests.

Mallrevenuemeasurements:Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators. Occupancy representsgross leasable occupied area ("GLOA") divided by gross leasable area ("GLA") at the end of the reporting period. GLOA is the sum of: (1) tenant occupied spaceunder lease and (2) tenants no longer occupying space, but paying rent. GLA does not include space that is currently under development or not on the market forlease. Base rent per square foot is the weighted average base, or minimum, rent charge in effect at the end of the reporting period for all tenants that would qualifyto be included in occupancy. Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable squarefootage for the

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same period. Only tenants that have been open for a minimum of 12 months are included in the tenant sales per square foot calculation.

Three Months Ended March 31, 2018 Compared to the Three Months Ended March 31, 2017

OperatingRevenues

Our net revenues consisted of the following:



(Dollars in millions)Casino $ 2,599 $ 2,157 20.5 %Rooms 445 398 11.8 %Food and beverage 228 212 7.5 %Mall 156 157 (0.6)%Convention, retail and other 151 143 5.6 %Total net revenues $ 3,579 $ 3,067 16.7 %

Consolidated net revenues were $3.58 billion for the three months ended March 31, 2018 , an increase of $512 million compared to $3.07 billion for the threemonths ended March 31, 2017 . The increase was primarily driven by increases of $310 million at our Macao operating properties and $182 million at Marina BaySands, primarily due to increased casino revenues.

Casino revenues increased $442 million compared to the three months ended March 31, 2017 . The increase is primarily attributable to increases of $270million at our Macao operating properties, primarily driven by an increase in Non-Rolling Chip drop, and $161 million at Marina Bay Sands, driven by an increasein Rolling Chip win percentage. The following table summarizes the results of our casino activity:


2018 2017 Change (Dollars in millions)Macao Operations: TheVenetianMacao Total casino revenues $ 716 $ 596 20.1 %Non-Rolling Chip drop $ 2,244 $ 1,728 29.9 %Non-Rolling Chip win percentage 23.7% 25.5% (1.8)ptsRolling Chip volume $ 7,866 $ 6,149 27.9 %Rolling Chip win percentage 4.20% 3.97% 0.23 ptsSlot handle $ 837 $ 653 28.2 %Slot hold percentage 5.1% 5.4% (0.3)ptsSandsCotaiCentral Total casino revenues $ 418 $ 344 21.5 %Non-Rolling Chip drop $ 1,760 $ 1,469 19.8 %Non-Rolling Chip win percentage 21.4% 20.0% 1.4 ptsRolling Chip volume $ 2,407 $ 2,900 (17.0)%Rolling Chip win percentage 3.43% 2.97% 0.46 ptsSlot handle $ 1,276 $ 1,189 7.3 %Slot hold percentage 4.0% 4.0% —TheParisianMacao Total casino revenues $ 291 $ 243 19.8 %Non-Rolling Chip drop $ 1,086 $ 983 10.5 %Non-Rolling Chip win percentage 20.2% 18.2% 2.0 ptsRolling Chip volume $ 4,598 $ 3,722 23.5 %Rolling Chip win percentage 2.77% 2.82% (0.05)ptsSlot handle $ 1,044 $ 854 22.2 %Slot hold percentage 2.7% 4.0% (1.3)pts

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2018 2017 Change (Dollars in millions)ThePlazaMacaoandFourSeasonsHotelMacao Total casino revenues $ 142 $ 92 54.3 %Non-Rolling Chip drop $ 416 $ 303 37.3 %Non-Rolling Chip win percentage 23.2% 21.8% 1.4 ptsRolling Chip volume $ 3,055 $ 1,830 66.9 %Rolling Chip win percentage 3.25% 3.58% (0.33)ptsSlot handle $ 135 $ 97 39.2 %Slot hold percentage 6.7% 7.4% (0.7)ptsSandsMacao Total casino revenues $ 142 $ 164 (13.4)%Non-Rolling Chip drop $ 657 $ 613 7.2 %Non-Rolling Chip win percentage 18.2% 20.0% (1.8)ptsRolling Chip volume $ 897 $ 1,913 (53.1)%Rolling Chip win percentage 2.78% 2.60% 0.18 ptsSlot handle $ 640 $ 596 7.4 %Slot hold percentage 3.1% 3.4% (0.3)ptsSingapore Operations: MarinaBaySands Total casino revenues $ 652 $ 492 32.5 %Non-Rolling Chip drop (1) $ 1,397 $ 1,286 8.6 %Non-Rolling Chip win percentage (1) 18.4% 22.2% (3.8)ptsRolling Chip volume $ 7,375 $ 8,916 (17.3)%Rolling Chip win percentage 4.77% 2.52% 2.25 ptsSlot handle $ 3,885 $ 3,420 13.6 %Slot hold percentage 4.4% 4.3% 0.1 ptsU.S. Operations: LasVegasOperatingProperties Total casino revenues $ 120 $ 104 15.4 %Table games drop $ 491 $ 433 13.4 %Table games win percentage 22.7% 21.5% 1.2 ptsSlot handle $ 618 $ 604 2.3 %Slot hold percentage 8.3% 8.1% 0.2 ptsSandsBethlehem Total casino revenues $ 118 $ 122 (3.3)%Table games drop $ 281 $ 269 4.5 %Table games win percentage 18.2% 20.2% (2.0)ptsSlot handle $ 1,171 $ 1,161 0.9 %Slot hold percentage 6.6% 6.7% (0.1)pts____________________

(1) As of January 1, 2018, Non-Rolling Chip drop includes chips purchased and exchanged at the cage. Prior period amounts have been updated to conform tothe current period presentation.

In our experience, average win percentages remain fairly consistent when measured over extended periods of time with a significant volume of wagers, butcan vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts arewagered.

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Room revenues increased $47 million compared to the three months ended March 31, 2017 . The increase was primarily due to increases of $17 million and$15 million at Sands Cotai Central and The Venetian Macao, respectively, driven by increases in occupancy and ADR. During the three months ended March 31,2018 , there were approximately 24% more rooms available at The Plaza Macao and Four Seasons Hotel Macao compared to the three months ended March 31,2017 . The following table summarizes the results of our room activity:


2018 2017 Change (Room revenues in millions)Macao Operations: TheVenetianMacao Total room revenues $ 57 $ 42 35.7 %Occupancy rate 95.9% 86.5% 9.4 ptsAverage daily room rate (ADR) $ 232 $ 203 14.3 %Revenue per available room (RevPAR) $ 223 $ 175 27.4 %SandsCotaiCentral Total room revenues $ 82 $ 65 26.2 %Occupancy rate 93.5% 79.4% 14.1 ptsAverage daily room rate (ADR) $ 158 $ 148 6.8 %Revenue per available room (RevPAR) $ 148 $ 117 26.5 %TheParisianMacao Total room revenues $ 33 $ 29 13.8 %Occupancy rate 94.5% 81.9% 12.6 ptsAverage daily room rate (ADR) $ 151 $ 135 11.9 %Revenue per available room (RevPAR) $ 143 $ 111 28.8 %ThePlazaMacaoandFourSeasonsHotelMacao Total room revenues $ 9 $ 8 12.5 %Occupancy rate 88.7% 79.0% 9.7 ptsAverage daily room rate (ADR) $ 322 $ 367 (12.3)%Revenue per available room (RevPAR) $ 285 $ 290 (1.7)%SandsMacao Total room revenues $ 4 $ 5 (20.0)%Occupancy rate 98.8% 97.9% 0.9 ptsAverage daily room rate (ADR) $ 165 $ 195 (15.4)%Revenue per available room (RevPAR) $ 163 $ 191 (14.7)%Singapore Operations: MarinaBaySands Total room revenues $ 100 $ 94 6.4 %Occupancy rate 96.8% 96.9% (0.1)ptsAverage daily room rate (ADR) $ 455 $ 438 3.9 %Revenue per available room (RevPAR) $ 440 $ 425 3.5 %U.S. Operations: LasVegasOperatingProperties Total room revenues $ 156 $ 151 3.3 %Occupancy rate 95.8% 94.3% 1.5 ptsAverage daily room rate (ADR) $ 257 $ 258 (0.4)%Revenue per available room (RevPAR) $ 246 $ 243 1.2 %SandsBethlehem Total room revenues $ 4 $ 4 —Occupancy rate 88.2% 90.1% (1.9)ptsAverage daily room rate (ADR) $ 159 $ 158 0.6 %Revenue per available room (RevPAR) $ 140 $ 142 (1.4)%

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Food and beverage revenues increased $16 million compared to the three months ended March 31, 2017 . The increase is primarily attributable to an $11million increase at our Macao operating properties, driven by an increase in banquet operations.

Mall revenues were consistent with the three months ended March 31, 2017 . For further information related to the financial performance of our malls, see"— Additional Information Regarding our Retail Mall Operations." The following table summarizes the results of our malls on the Cotai Strip in Macao and inSingapore:


2018 2017 Change (Mall revenues in millions)Macao Operations: ShoppesatVenetian Total mall revenues $ 53 $ 51 3.9 %Mall gross leasable area (in square feet) 786,472 777,509 1.2 %Occupancy 91.8% 97.6% (5.8)ptsBase rent per square foot $ 261 $ 243 7.4 %Tenant sales per square foot $ 1,591 $ 1,330 19.6 %ShoppesatCotaiCentral(1) Total mall revenues $ 14 $ 19 (26.3)%Mall gross leasable area (in square feet) 424,388 407,028 4.3 %Occupancy 94.0% 94.2% (0.2)ptsBase rent per square foot $ 113 $ 130 (13.1)%Tenant sales per square foot $ 802 $ 896 (10.5)%ShoppesatParisian(2) Total mall revenues $ 15 $ 17 (11.8)%Mall gross leasable area (in square feet) 300,238 299,778 0.2 %Occupancy 90.1% 92.6% (2.5)ptsBase rent per square foot $ 213 $ 221 (3.6)%Tenant sales per square foot $ 623 — N/MShoppesatFourSeasons Total mall revenues $ 31 $ 31 —Mall gross leasable area (in square feet) 258,291 259,403 (0.4)%Occupancy 98.9% 99.3% (0.4)ptsBase rent per square foot $ 455 $ 451 0.9 %Tenant sales per square foot $ 3,896 $ 3,053 27.6 %Singapore Operations: TheShoppesatMarinaBaySands Total mall revenues $ 42 $ 38 10.5 %Mall gross leasable area (in square feet) 608,571 612,567 (0.7)%Occupancy 96.3% 97.3% (1.0)ptsBase rent per square foot $ 256 $ 221 15.8 %Tenant sales per square foot $ 1,719 $ 1,431 20.1 %__________________________N/M - Not MeaningfulNote:This table excludes the results of our mall operations at Sands Macao and Sands Bethlehem.(1) The Shoppes at Cotai Central will feature up to approximately 600,000 square feet of gross leasable area upon completion of all phases of Sands Cotai

Central's renovation, rebranding and expansion to The Londoner Macao.(2) The Shoppes at Parisian opened in September 2016.

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OperatingExpenses

Our operating expenses consisted of the following:



(Dollars in millions)Casino $ 1,371 $ 1,193 14.9 %Rooms 110 101 8.9 %Food and beverage 172 160 7.5 %Mall 17 16 6.3 %Convention, retail and other 84 81 3.7 %Provision for (recovery of) doubtful accounts (16) 32 (150.0)%General and administrative 345 339 1.8 %Corporate 56 42 33.3 %Pre-opening 1 2 (50.0)%Development 3 3 — %Depreciation and amortization 264 321 (17.8)%Amortization of leasehold interests in land 9 10 (10.0)%Loss on disposal or impairment of assets 5 3 66.7 %Total operating expenses $ 2,421 $ 2,303 5.1 %

Operating expenses were $2.42 billion for the three months ended March 31, 2018 , an increase of $118 million compared to $2.30 billion for the threemonths ended March 31, 2017 . The increase in operating expenses was primarily driven by an increase in casino expenses at our Macao operating properties andMarina Bay Sands.

Casino expenses increased $178 million compared to the three months ended March 31, 2017 . The increase was primarily attributable to increases of $153million and $24 million at our Macao operating properties and Marina Bay Sands, respectively, driven by an increase in gaming tax due to increased casinorevenues.

Food and beverage expenses increased $12 million compared to the three months ended March 31, 2017 . The increase was driven by increased food andbeverage revenues at our Macao operating properties, as previously mentioned.

The recovery of doubtful accounts was $16 million for the three months ended March 31, 2018 , compared to the provision for doubtful accounts of $32million for the three months ended March 31, 2017 . The decrease primarily resulted from increased collections of previously reserved customer balances duringthe three months ended March 31, 2018 , as compared to the prior year period. The amount of this provision can vary over short periods of time because of factorsspecific to the customers who owe us money from gaming activities. We believe the amount of our provision for doubtful accounts in the future will depend uponthe state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.

Corporate expenses increased $14 million compared to the three months ended March 31, 2017 . The increase was primarily due to payroll-related costs andcharitable donations.

Depreciation and amortization expense decreased $57 million compared to the three months ended March 31, 2017 . The decrease was primarily driven by a$64 million decrease resulting from a change in the estimated useful lives of certain property and equipment (see "Item 1 — Financial Statements — Notes toCondensed Consolidated Financial Statements — Note 3 — Property and Equipment, Net").

AdjustedPropertyEBITDA

Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operatingperformance of our segments. Consolidated adjusted property EBITDA is net income before stock-based compensation expense, corporate expense, pre-openingexpense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest,other income or expense, gain or loss on modification or early retirement of debt and income taxes. Consolidated adjusted property EBITDA is a supplementalnon-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance. In particular, managementutilizes consolidated

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adjusted property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentivecompensation. Integrated resort companies have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financialmeasures. In order to view the operations of their properties on a more stand-alone basis, integrated resort companies, including Las Vegas Sands Corp., havehistorically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense andcorporate expense, from their adjusted property EBITDA calculations. Consolidated adjusted property EBITDA should not be interpreted as an alternative toincome from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined inaccordance with GAAP. We have significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repaymentsand income taxes, which are not reflected in consolidated adjusted property EBITDA. Not all companies calculate adjusted property EBITDA in the same manner.As a result, our presentation of consolidated adjusted property EBITDA may not be directly comparable to similarly titled measures presented by other companies.

The following table summarizes information related to our segments (see "Item 1 — Financial Statements — Notes to Condensed Consolidated FinancialStatements — Note 8 — Segment Information" for discussion of our operating segments and a reconciliation of consolidated adjusted property EBITDA to netincome):



(Dollars in millions)Macao:

The Venetian Macao $ 348 $ 289 20.4 %Sands Cotai Central 201 143 40.6 %The Parisian Macao 116 82 41.5 %The Plaza Macao and Four Seasons Hotel Macao 73 51 43.1 %Sands Macao 47 54 (13.0)%Ferry Operations and Other 4 7 (42.9)%

789 626 26.0 %Marina Bay Sands 541 364 48.6 %United States:

Las Vegas Operating Properties 141 122 15.6 %Sands Bethlehem 29 36 (19.4)%

170 158 7.6 %Consolidated adjusted property EBITDA $ 1,500 $ 1,148 30.7 %

Adjusted property EBITDA at our Integrated Resorts is primarily driven by our casino, room and mall operations, as previously discussed.

Adjusted property EBITDA at our Macao operations increased $163 million compared to the three months ended March 31, 2017 . As previously described,the increase was primarily due to increased casino revenues, driven by an increase in Non-Rolling Chip drop.

Adjusted property EBITDA at Marina Bay Sands increased $177 million compared to the three months ended March 31, 2017 . As previously described, theincrease was primarily due to increased casino revenues, driven by an increase in Rolling Chip win percentage.

Adjusted property EBITDA at our Las Vegas Operating Properties increased $19 million compared to the three months ended March 31, 2017 . The increasewas primarily due to increased casino revenues, driven by an increase in table games play and an increase in convention revenues.

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InterestExpense

The following table summarizes information related to interest expense:


2018 2017 (Dollars in millions)Interest cost (which includes the amortization of deferred financing costs and original issue discount) $ 85 $ 75Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo 4 3Interest expense, net $ 89 $ 78Cash paid for interest $ 74 $ 65Weighted average total debt balance $ 9,842 $ 9,878Weighted average interest rate 3.5% 3.0%

Interest cost increased $11 million compared to the three months ended March 31, 2017 , resulting primarily from an increase in our weighted averageinterest rate.

OtherFactorsAffectingEarnings

Other expense was $26 million for the three months ended March 31, 2018 , compared to $36 million for the three months ended March 31, 2017 . Otherexpense during the three months ended March 31, 2018 , was primarily attributable to $26 million of foreign currency transaction losses, driven by Singapore dollardenominated intercompany debt reported in U.S. dollars. These losses resulted from the depreciation of the U.S. dollar versus the Singapore dollar during theperiod.

Our effective income tax rate was (54.6)% for the three months ended March 31, 2018 , compared to 10.6% for the three months ended March 31, 2017 . Oureffective income tax rate for the three months ended March 31, 2018 , would have been 9.5% without the discrete benefit of $670 million recorded due to theimpact of the Global Intangible Low-Taxed Income ("GILTI") provision of the Tax Cuts and Jobs Act ("the Act"). The discrete tax benefit relates to the reductionof the valuation allowance recorded on certain U.S. foreign tax credit assets as we determined these assets were realizable due to concluding how the foreign taxcredits associated with this income, and allowed against the U.S. tax liability, would be utilized.

The effective income tax rate for the first quarter of 2018 reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax rate onour U.S. operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao, effective through the end of 2018. Wehave recorded a valuation allowance related to certain deferred tax assets previously generated by operations in the U.S. and certain foreign jurisdictions; however,to the extent that the financial results of our operations improve or we determine related administrative guidance, notices, implementation regulations, potentiallegislative amendments and interpretations of the Act require changes to positions we have taken and it becomes “more-likely-than-not” these deferred tax assets,or a portion thereof, are realizable, we will reduce the valuation allowances in the period such determination is made, as appropriate.

The net income attributable to our noncontrolling interests was $160 million for the three months ended March 31, 2018 , compared to $98 million for thethree months ended March 31, 2017 . These amounts are primarily related to the noncontrolling interest of Sands China Ltd. ("SCL").

Additional Information Regarding our Retail Mall Operations

We own and operate retail malls at our Integrated Resorts at The Venetian Macao, Sands Cotai Central, The Plaza Macao and Four Seasons Hotel Macao,The Parisian Macao, Sands Macao, Marina Bay Sands and Sands Bethlehem. Management believes being in the retail mall business and, specifically, owning someof the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow.

Our malls are designed to complement our other unique amenities and service offerings provided by our integrated resorts. Our strategy is to seek outdesirable tenants that appeal to our customers and provide a wide variety of shopping options. We generate our mall revenues primarily from leases with tenantsthrough minimum base rents, overage rents, and reimbursements for common area maintenance ("CAM") and other expenditures.

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The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the three months ended March 31, 2018and 2017 :

Shoppes atVenetian

Shoppes atFour

Seasons

Shoppes atCotai

Central Shoppes at

Parisian

The Shoppes at MarinaBay Sands Total

(In millions)For the three months ended March 31,2018

Mall revenues: Minimum rents (1) $ 44 $ 28 $ 9 $ 12 $ 31 $ 124

Overage rents 1 1 1 — 4 7

CAM, levies and direct recoveries 8 2 4 3 7 24Total mall revenues 53 31 14 15 42 155Mall operating expenses:

Common area maintenance 3 1 1 1 4 10Marketing and other direct operating

expenses 2 1 1 1 2 7Mall operating expenses 5 2 2 2 6 17

Property taxes (2) — — — — 1 1

Mall-related expenses (3) $ 5 $ 2 $ 2 $ 2 $ 7 $ 18For the three months ended March 31,2017

Mall revenues: Minimum rents (1) $ 42 $ 29 $ 11 $ 14 $ 30 $ 126

Overage rents 1 — — — 2 3

CAM, levies and direct recoveries 8 2 8 3 6 27Total mall revenues 51 31 19 17 38 156Mall operating expenses:

Common area maintenance 4 1 2 1 4 12Marketing and other direct operating

expenses 1 1 — 1 1 4Mall operating expenses 5 2 2 2 5 16

Property taxes (2) — — — — 1 1

Mall-related expenses (3) $ 5 $ 2 $ 2 $ 2 $ 6 $ 17____________________Note: This table excludes the results of our mall operations at Sands Macao and Sands Bethlehem.(1) Minimum rents include base rents and straight-line adjustments of base rents.(2) Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. Each property

is also eligible to obtain an additional six-year exemption, provided certain qualifications are met. To date, The Venetian Macao and The Plaza Macao andFour Seasons Hotel Macao have obtained a second exemption, extending the property tax exemption to the end of July 2019 and the end of July 2020,respectively. Under the initial exemption, The Parisian Macao is tax exempt until the end of July 2022 and Sands Cotai Central has a distinct exemption foreach hotel tower, of which, the Holiday Inn and Conrad branded tower expired in March 2018, and the Sheraton and St. Regis branded towers haveexpiration dates that range from August 2018 to November 2021. The Company is currently working on obtaining the second exemption for The ParisianMacao and Sands Cotai Central.

(3) Mall-related expenses consist of CAM, marketing fees and other direct operating expenses, property taxes and provision for doubtful accounts, but excludesdepreciation and amortization and general and administrative costs.

It is common in the mall operating industry for companies to disclose mall net operating income ("NOI") as a useful supplemental measure of a mall'soperating performance. Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains andlosses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance measure that, when comparedyear over year, reflects the revenues and expenses directly associated with owning and operating

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commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.

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

Development Projects

We are constantly evaluating opportunities to improve our product offerings, such as refreshing our meeting and convention facilities, suites and rooms, retailmalls, restaurant and nightlife mix and our gaming areas, as well as other anticipated revenue generating additions to our Integrated Resorts.

Macao

In October 2017, we announced we will renovate, expand and rebrand the Sands Cotai Central into a new destination integrated resort, The Londoner Macao,by adding extensive thematic elements both externally and internally. The Londoner Macao will feature new attractions and features from London, including someof London’s most recognizable landmarks, an expanded retail mall and approximately 370 additional luxury suites located within the tower that includes the suitesunder the St. Regis brand. Design work has commenced and construction will be phased to minimize disruption during the property’s peak periods. We expect theproject to be completed in 2020.

In October 2017, we announced the tower adjacent to the Four Seasons Hotel Macao will feature approximately 280 additional premium quality suites. Wehave completed the structural work of the tower and plan to commence build out of the suites in 2018. We expect the project to be completed in 2019.

Liquidity and Capital Resources

CashFlows—Summary

Our cash flows consisted of the following:


2018 2017 (In millions)Net cash generated from operating activities $ 1,397 $ 963Cash flows from investing activities:

Capital expenditures (238) (202)Proceeds from disposal of property and equipment 4 —

Net cash used in investing activities (234) (202)Cash flows from financing activities:

Proceeds from exercise of stock options 54 5Repurchase of common stock (75) (150)Dividends paid (902) (889)Proceeds from long-term debt 249 305Repayments on long-term debt (274) (220)Payments of financing costs (29) (5)

Net cash used in financing activities (977) (954)Effect of exchange rate on cash, cash equivalents and restricted cash 24 21Increase (decrease) in cash, cash equivalents and restricted cash 210 (172)Cash, cash equivalents and restricted cash at beginning of period 2,430 2,138Cash, cash equivalents and restricted cash at end of period $ 2,640 $ 1,966

CashFlows—OperatingActivities

Table games play at our properties is conducted on a cash and credit basis, while slot machine play is primarily conducted on a cash basis. Our rooms, foodand beverage and other non-gaming revenues are conducted primarily on a cash basis or as a trade receivable, resulting in operating cash flows being generallyaffected by changes in operating income and accounts receivable. Net cash generated from operating activities for the three months ended March 31, 2018 ,increased $434 million compared to the three months ended March 31, 2017 . The increase was primarily

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attributable to an increase in operating income and changes in our working capital accounts, consisting primarily of a change in other accrued liabilities.

CashFlows—InvestingActivities

Capital expenditures for the three months ended March 31, 2018 , totaled $238 million , including $125 million for construction and development activities inMacao, which consisted primarily of $42 million for The Parisian Macao, $42 million for The Venetian Macao and $28 million for Sands Cotai Central; $49million for corporate and other; $35 million at Marina Bay Sands in Singapore; and $26 million at our Las Vegas Operating Properties.

Capital expenditures for the three months ended March 31, 2017 , totaled $202 million , including $114 million for construction and development activities inMacao, which consisted primarily of $54 million for The Parisian Macao, $28 million for The Venetian Macao and $22 million for Sands Cotai Central; $56million at Marina Bay Sands in Singapore; and $26 million at our Las Vegas Operating Properties.

CashFlows—FinancingActivities

Net cash flows used in financing activities were $977 million for the three months ended March 31, 2018 , which was primarily attributable to $902 millionin dividend payments, $75 million in common stock repurchases and net repayments of $25 million on our various credit facilities, partially offset by proceeds of$54 million from the exercise of stock options.

Net cash flows used in financing activities were $954 million for the three months ended March 31, 2017 , which was primarily attributable to $889 millionin dividend payments and $150 million in common stock repurchases, partially offset by $85 million of net proceeds from our various credit facilities.

CapitalFinancingOverview

We fund our development projects primarily through borrowings from our credit facilities (see, "Part I — Item 1 — Financial Statements — Notes toCondensed Consolidated Financial Statements — Note 4 — Long-Term Debt") and operating cash flows.

In March 2018, we amended our SGD 4.80 billion (approximately $3.66 billion at exchange rates in effect on March 31, 2018) Singapore credit facility,which extended the maturities of the term loans and revolving loans to March 29, 2024, and September 29, 2023, respectively, and amended the amortizationschedule and the leverage covenant to provide that the leverage ratio not exceed 4.0x for all quarterly periods through maturity (see "Item 1 — Financial Statements— Notes to Condensed Consolidated Financial Statements — Note 4 — Long-Term Debt — 2012 Singapore Credit Facility").

In March 2018, we amended our U.S. credit facility, which refinanced the term loans in an aggregate amount of $2.16 billion , extended the maturity of theterm loans to March 27, 2025 , and reduced the applicable margin credit spread for borrowings under the term loans (see "Item 1 — Financial Statements — Notesto Condensed Consolidated Financial Statements — Note 4 — Long-Term Debt — 2013 U.S. Credit Facility").

Our U.S., Macao and Singapore credit facilities, as amended, contain various financial covenants. The U.S. credit facility requires our Las Vegas operationsto comply with a financial covenant at the end of each quarter to the extent any revolving loans or certain letters of credit are outstanding. This financial covenantrequires our Las Vegas operations to maintain a maximum leverage ratio of net debt, as defined, to trailing 12-month adjusted earnings before interest, incometaxes, depreciation and amortization, as defined ("Adjusted EBITDA"). The maximum leverage ratio is 5.5x for all quarterly periods through maturity. We canelect to contribute cash on hand to our Las Vegas operations on a bi-quarterly basis; such contributions having the effect of increasing Adjusted EBITDA duringthe applicable quarter for purposes of calculating compliance with the maximum leverage ratio. Our Macao credit facility requires our Macao operations to complywith similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 3.5x for allquarterly periods through maturity. Our Singapore credit facility requires our Marina Bay Sands operations to comply with similar financial covenants, includingmaintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 4.0x for the quarterly periods ending March 31, 2018 throughmaturity. As of March 31, 2018 , our U.S., Macao and Singapore leverage ratios, as defined per the respective credit facility agreements, were 0.4x, 1.6x and 1.7x,respectively, compared to the maximum leverage ratios allowed of 5.5x, 3.5x and 4.0x, respectively. If we are unable to maintain compliance with the financialcovenants under these credit facilities, we would be in default under the respective credit facilities. Any defaults under

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these agreements would allow the lenders, in each case, to exercise their rights and remedies as defined under their respective agreements. If the lenders were toexercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance we would be able to repay or refinance any amounts thatmay become due and payable under such agreements, which could force us to restructure or alter our operations or debt obligations.

We held unrestricted cash and cash equivalents of approximately $2.63 billion and restricted cash and cash equivalents of approximately $12 million as ofMarch 31, 2018 , of which approximately $1.48 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the $1.48 billion , approximately $1.18billion is available to be repatriated to the U.S. with minimal taxes owed on such amounts. U.S. tax reform created a one-time mandatory tax on the previouslyunremitted earnings of foreign subsidiaries upon transitioning from a worldwide tax system to a territorial tax system. The foreign taxes paid on these earningscreated a U.S. foreign tax credit that offsets this one-time tax. Foreign earnings repatriated to the U.S. in the future will be exempt from U.S. income tax and we donot expect significant withholding or other foreign taxes to apply to the repatriation of these earnings. The remaining unrestricted amounts held by non-U.S.subsidiaries are not available for repatriation primarily due to dividend requirements to third-party public shareholders in the case of funds being repatriated fromSCL. We believe the cash on hand and cash flow generated from operations, as well as the $3.51 billion available for borrowing under our U.S., Macao andSingapore credit facilities, net of outstanding letters of credit, as of March 31, 2018 , will be sufficient to maintain compliance with the financial covenants of ourcredit facilities and fund our working capital needs, committed and planned capital expenditures, development opportunities, debt obligations and dividendcommitments. In the normal course of our activities, we will continue to evaluate our capital structure and opportunities for enhancements thereof.

On February 23, 2018, SCL paid a dividend of 0.99 Hong Kong dollars ("HKD") to SCL shareholders (a total of $1.02 billion , of which we retained $717million during the three months ended March 31, 2018 ). On March 16, 2018, the Board of Directors of SCL approved a dividend of HKD 1.00 per share to SCLshareholders, subject to shareholder approval, to be paid on June 22, 2018, to shareholders of record on June 4, 2018.

On March 30, 2018 , we paid a dividend of $0.75 per common share as part of a regular cash dividend program and recorded $593 million as a distributionagainst retained earnings (of which $324 million related to our principal stockholder's family and the remaining $269 million related to all other shareholders)during the three months ended March 31, 2018 . In April 2018, the Company's Board of Directors declared a quarterly dividend of $0.75 per common share (a totalestimated to be approximately $592 million ) to be paid on June 28, 2018 , to shareholders of record on June 20, 2018 .

In November 2016, our Board of Directors authorized the repurchase of $1.56 billion of our outstanding common stock, which expires in November 2018 .During the three months ended March 31, 2018 , we repurchased 1,048,200 shares of our common stock for $75 million (including commissions) under thisprogram. All share repurchases of our common stock are recorded as treasury stock. As of March 31, 2018 , we have remaining authorization to repurchase $1.11billion of our outstanding common shares. Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in theopen market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including our financialposition, earnings, legal requirements, other investment opportunities and market conditions.

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Aggregate Indebtedness and Other Known Contractual Obligations

As of March 31, 2018, there had been no material changes to our aggregated indebtedness and other known contractual obligations previously reported in ourAnnual Report on Form 10-K for the year ended December 31, 2017, with the exception of the amendments to our U.S. and Singapore credit facilities. The impactof these amendments is summarized below:

Payments Due During Period Ending December 31,

2018 (1) 2019 - 2020 2021 - 2022 Thereafter Total (In millions)Long-Term Debt Obligations (2) 2013 U.S. Credit Facility $ 17 $ 43 $ 43 $ 2,058 $ 2,1612012 Singapore Credit Facility (3) 49 130 571 2,511 3,261Variable Interest Payments (4) 213 548 412 215 1,388Total $ 279 $ 721 $ 1,026 $ 4,784 $ 6,810_______________________

(1) Represents the nine-month period ending December 31, 2018.(2) See "Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 4 — Long-Term Debt" for further details on these

financing transactions.(3) Amounts reflect foreign currency exchange rates in effect on March 31, 2018.(4) Based on the 1-month rate as of March 31, 2018, London Inter-Bank Offered Rate ("LIBOR") of 1.88%, Hong Kong Inter-Bank Offered Rate ("HIBOR")

of 0.99% and Singapore Swap Offer Rate ("SOR") of 1.09% plus the applicable interest rate spread in accordance with the respective U.S., Macao andSingapore debt agreements.

Restrictions on Distributions

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

Special Note Regarding Forward-Looking StatementsThis report contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These

forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity andcapital resources. In addition, in certain portions included in this report, the words: "anticipates," "believes," "estimates," "seeks," "expects," "plans," "intends" andsimilar expressions, as they relate to our company or management, are intended to identify forward-looking statements. Although we believe these forward-lookingstatements are reasonable, we cannot assure you that any forward-looking statements will prove to be correct. These forward-looking statements involve known andunknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from any future results,performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the risks associated with:

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

• the uncertainty of consumer behavior related to discretionary spending and vacationing at our Integrated Resorts in Macao, Singapore, Las Vegas andBethlehem, Pennsylvania;

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

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• our leverage, debt service and debt covenant compliance, including the pledge of our assets (other than our equity interests in our subsidiaries) as securityfor our indebtedness and ability to refinance our debt obligations as they come due or to obtain sufficient funding for our planned, or any future,development projects;

• fluctuations in currency exchange rates and interest rates;

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

• our ability to obtain required visas and work permits for management and employees from outside countries to work in Macao, and our ability to competefor the managers and employees with the skills required to perform the services we offer at our properties;

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

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

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

• the passage of new legislation and receipt of governmental approvals for our operations in Macao and Singapore and other jurisdictions where we areplanning to operate;

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

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

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

• our relationship with junket operators in Macao;

• our dependence on chance and theoretical win rates;

• fraud and cheating;

• our ability to establish and protect our intellectual property rights;

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

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

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

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

• new taxes, changes to existing tax rates or proposed changes in tax legislation and the impact of U.S. tax reform;

• our ability to maintain our gaming licenses, certificate and subconcession in Macao, Singapore, Las Vegas and Bethlehem, Pennsylvania;

• the continued services of our key management and personnel;

• any potential conflict between the interests of our principal stockholder and us;

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

• labor actions and other labor problems;

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

• the completion of infrastructure projects in Macao;

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

• the outcome of any ongoing and future litigation.

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

Investors and others should note we announce material financial information using our investor relations website ( https://investor.sands.com), our companywebsite, SEC filings, investor events, news and earnings releases, public conference calls and webcasts. We use these channels to communicate with our investorsand the public about our company, our products and services, and other issues.

In addition, we post certain information regarding SCL, a subsidiary of Las Vegas Sands Corp. with ordinary shares listed on The Stock Exchange of HongKong Limited, from time to time on our company website and our investor relations website. It is possible the information we post regarding SCL could be deemedto be material information.

The contents of these websites are not intended to be incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or documentwe file, and any reference to these websites are intended to be inactive textual references only.

ITEM 3 — QUANTITATIVEANDQUALITATIVEDISCLOSURESABOUTMARKETRISKMarket risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity

prices. Our primary exposures to market risk are interest rate risk associated with our variable rate long-term debt and foreign currency exchange rate riskassociated with our operations outside the United States, which we may manage through the use of interest rate swaps, futures, options, caps, forward contracts andsimilar instruments. We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be consideredspeculative positions.

As of March 31, 2018 , the estimated fair value of our long-term debt was approximately $9.60 billion , compared to its carrying value of $9.75 billion . Theestimated fair value of our long-term debt is based on level 2 inputs (quoted prices in markets that are not active). As our long-term debt obligations are primarilyvariable-rate debt, a change in LIBOR, HIBOR and SOR is not expected to have a material impact on the fair value of our long-term debt. Based on variable-ratedebt levels as of March 31, 2018 , a hypothetical 100 basis point change in LIBOR, HIBOR and SOR for the duration of a year would cause our annual interest costto change by approximately $98 million .

Foreign currency transaction losses were $26 million for the three months ended March 31, 2018 , primarily due to Singapore dollar denominatedintercompany debt reported in U.S. dollars and U.S. dollar denominated intercompany debt held in Macao. We may be vulnerable to changes in the U.S.dollar/SGD and U.S. dollar/pataca exchange rates. Based on balances as of March 31, 2018 , a hypothetical 100 basis point change in the U.S. dollar/SGDexchange rate would cause a foreign currency transaction gain/loss of approximately $12 million and a hypothetical 100 basis point change in the U.S. dollar/patacaexchange rate would cause a foreign currency transaction gain/loss of approximately $15 million . We maintain a significant amount of our operating funds in thesame currencies in which we have obligations thereby reducing our exposure to currency fluctuations.

See also "Liquidity and Capital Resources."

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ITEM 4 — CONTROLSANDPROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure information required to be disclosed in the reports the Company files or submits under theSecurities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission'srules and forms and such information is accumulated and communicated to the Company's management, including its principal executive officer and principalfinancial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company's Chief Executive Officer and its Chief Financial Officerhave evaluated the disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) of the Company as ofMarch 31, 2018 , and have concluded they are effective at the reasonable assurance level.

It should be noted any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance the objectives of thesystem are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these andother inherent limitations of control systems, there can be no assurance any design will succeed in achieving its stated goals under all potential future conditions,regardless of how remote.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report onForm 10-Q that had a material effect, or was reasonably likely to have a material effect, on the Company's internal control over financial reporting.

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PART II OTHER INFORMATION

ITEM 1 — LEGALPROCEEDINGS

The Company is party to litigation matters and claims related to its operations. For more information, see the Company's Annual Report on Form 10-K forthe year ended December 31, 2017 , and "Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note7 — Commitments and Contingencies" of this Quarterly Report on Form 10-Q.

ITEM 1A — RISKFACTORS

There have been no material changes from the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year endedDecember 31, 2017 .

ITEM 2 — UNREGISTEREDSALESOFEQUITYSECURITIESANDUSEOFPROCEEDS

The following table provides information about share repurchases made by the Company of its common stock during the quarter ended March 31, 2018 :

Period

TotalNumber of

SharesPurchased

WeightedAverage

Price Paidper Share

Total Numberof Shares

Purchased asPart of a Publicly

Announced Program

ApproximateDollar Value of

Shares that MayYet Be Purchased

Under the Program(in millions) (1)

January 1, 2018 — January 31, 2018 — $ — — $ 1,185February 1, 2018 — February 28, 2018 1,048,200 $ 71.54 1,048,200 $ 1,110March 1, 2018 — March 31, 2018 — $ — — $ 1,110__________________________(1) In November 2016, the Company's Board of Directors authorized the repurchase of $1.56 billion of its outstanding common stock, which expires on

November 2, 2018 . All repurchases under the stock repurchase program are made from time to time at the Company's discretion in accordance with applicablefederal securities laws in the open market or otherwise. All share repurchases of the Company's common stock have been recorded as treasury stock.

45

Table of Contents

ITEM 6 — EXHIBITS

List of Exhibits

Exhibit No. Description of Document10.1

Second Amendment and Restatement Agreement dated as of March 19, 2018, to the Facility Agreement, dated as of June 25, 2012 (asamended by an amendment agreement dated November 20, 2013 and further amended and restated by an amendment and restatementagreement dated August 29, 2014), among Marina Bay Sands Pte. Ltd., as borrower, various lenders party thereto and DBS Bank Ltd.as agent and security trustee.

10.2

Fifth Amendment, dated as of March 27, 2018, to the Second Amended and Restated Credit and Guaranty Agreement, dated as ofDecember 19, 2013, among Las Vegas Sands, LLC, the Guarantors party thereto, the Lenders party thereto and The Bank of NovaScotia, as administrative agent for the Lenders and as collateral agent.

10.3++ Form of Director Nonqualified Stock Option Agreement under the 2004 Equity Award Plan.10.4++ Form of Nonqualified Stock Option Agreement under the 2004 Equity Award Plan.10.5++ Form of Director Restricted Stock Award Agreement under the 2004 Equity Award Plan.10.6++ Form of Restricted Stock Award Agreement under the 2004 Equity Award Plan.10.7++ Form of Director Restricted Stock Units Award Agreement under the 2004 Equity Award Plan.10.8++ Form of Director Restricted Stock Units Award Agreement under the 2004 Equity Award Plan (with deferred settlement).10.9++ Form of Restricted Stock Units Award Agreement under the 2004 Equity Award Plan.31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1+

Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.

32.2+

Certification of Chief Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.

101

The following financial information from the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2018,formatted in Extensible Business Reporting Language (“XBRL”): (i) Condensed Consolidated Balance Sheets as of March 31, 2018and December 31, 2017, (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2018 and 2017,(iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2018 and 2017, (iv)Condensed Consolidated Statements of Equity for the three months ended March 31, 2018 and 2017, (v) Condensed ConsolidatedStatements of Cash Flows for the three months ended March 31, 2018 and 2017, and (vi) Notes to Condensed Consolidated FinancialStatements.

____________________+ This exhibit will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability

of that section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Actof 1934, as amended.

++ Denotes a management contract or compensatory plan or arrangement.

46

Table of Contents

LAS VEGAS SANDS CORP.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report on Form 10-Q to be signed on itsbehalf by the undersigned thereunto duly authorized.


April 27, 2018 By: / S / S HELDON G. A DELSON

Sheldon G. AdelsonChairman of the Board and Chief Executive Officer

April 27, 2018 By: / S / P ATRICK D UMONT

Patrick DumontExecutive Vice President and Chief Financial Officer

47

EXHIBIT 10.1

Execution Version

Dated 19 March 2018

MARINA BAY SANDS PTE. LTD.as Borrower

and

DBS BANK LTD.as Agent

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

(relating to the S$5,100,000,000 Facility Agreement dated 25 June 2012, asamended by an Amendment Agreement dated 20 November 2013, and furtheramended and restated by the Amendment and Restatement Agreement dated

29 August 2014)

Allen & Gledhill LLPOne Marina Boulevard #28-00 Singapore 018989Tel: +65 6890 7188 | Fax +65 6327 3800

allenandgledhill.com

TABLE OF CONTENTSContents Page 1. DEFINITIONS AND INTERPRETATION 12. AMENDMENT AND RESTATEMENT 33. SECOND EFFECTIVE DATE 34. CONFIRMATION 45. REPRESENTATIONS 46. AMENDMENT FEE 47. INCORPORATION OF TERMS 48. COUNTERPARTS 59. GOVERNING LAW 5Schedule 1 The Existing Lenders 6Schedule 2 Conditions Precedent 9Schedule 3 Form of Amended and Restated Facility Agreement 11

i

THIS AGREEMENT is dated 19 March 2018 and made between:

(1) MARINA BAY SANDS PTE. LTD. , registration number 200507292R (the “ Borrower ”); and

(2) DBS BANK LTD. , as agent of the other Finance Parties (the “ Agent ”).

and is supplemental to a S$5,100,000,000 facility agreement dated 25 June 2012 (as amended by an Amendment Agreement dated 20 November2013 and further amended and restated by an Amendment and Restatement Agreement dated 29 August 2014) (the “ Original Facility Agreement”) made between (a) the Borrower, as borrower, (b) the financial institutions and others listed in Part I of Schedule 1 thereto, as mandated leadarrangers, (c) DBS Bank Ltd., Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited and Malayan Banking Berhad,Singapore Branch, as global coordinators, (d) the financial institutions and others listed in Part II and Part III of Schedule 1 thereto (the “ Lenders ”),as original lenders, (e) the Agent, as agent and (f) DBS Bank Ltd. (the “ Security Trustee ”), as security trustee.

BACKGROUND

(A) Pursuant to the Original Facility Agreement, the Lenders (as defined therein) agreed to grant to the Borrower loan facilities of up toS$5,100,000,000, upon the terms and subject to the conditions of the Original Facility Agreement. The financial institutions which areLenders as at the date of this Agreement are listed in Part I and Part II of Schedule 1 ( The Existing Lenders ).

(B) It has been agreed by the relevant parties to the Original Facility Agreement, on the terms and subject to the conditions set out in thisAgreement, to amend and restate the Original Facility Agreement in the manner set out in this Agreement.

(C) The Agent is authorized pursuant to paragraph (b) of Clause 36.1 ( Required Consents ) of the Original Facility Agreement to execute thisAgreement on behalf of the other Finance Parties.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 DefinitionsUnless otherwise defined or construed in this Agreement and except where the context otherwise requires, all terms and references used inthe Original Facility Agreement shall have the same meaning and construction in this Agreement and, in addition:

“ Amended Facility Agreement ” means the Original Facility Agreement, as amended and restated on the terms of Schedule 3 ( Form ofAmended and Restated Facility Agreement ).

“ Amended Intercreditor Agreement ” means the Original Intercreditor Agreement, as amended and restated pursuant to the SecondIntercreditor Agreement Amendment and Restatement Agreement.

1

“ Mortgage ” means a mortgage over the Properties security document between the Borrower and the Security Trustee initially executed inescrow pursuant to Clause 3.1 ( Conditions Precedent ).

“ Original Intercreditor Agreement ” means the intercreditor agreement dated 28 June 2012 (as amended and restated by an IntercreditorAgreement Amendment and Restatement Agreement dated 29 August 2014 made between (a) the Borrower, as borrower, (b) the financialinstitutions and others listed in Schedule 1 thereto, as Original Senior Lenders (as defined therein), (c) the Agent, as agent and (d) theSecurity Trustee, as security trustee).

“ Party ” means a party to this Agreement.

“ Second Amendment Fee Letter ” means the letter dated on or about the date of this Agreement between the Agent and the Borrowersetting out the fee referred to in Clause 6 ( Amendment Fee ).

“ Second Effective Date ” has the meaning given to it in Clause 3 ( Second Effective Date ).

“ Second Intercreditor Agreement Amendment and Restatement Agreement ” means the second intercreditor agreement amendmentand restatement agreement dated on about the date of this Agreement and made between (a) the Borrower, as borrower, (b) the Lenders,as senior lenders, (c) the Agent, as agent and (d) the Security Trustee, as security trustee, in relation to the Original IntercreditorAgreement.

“ Second Supplemental Documents ” means this Agreement, the Mortgage and the Second Intercreditor Agreement Amendment andRestatement Agreement.

1.2 Construction

(a) Any reference in this Agreement to the “ Original Facility Agreement ” is a reference to the Original Facility Agreement as amended,novated, supplemented, extended, restated (however fundamentally and whether or not more onerously) or replaced before the date of thisAgreement.

(b) The principles of construction set out in Clause 1.2 ( Construction ) of the Original Facility Agreement shall have effect as if set out in thisAgreement.

1.3 Third Party Rights

(a) Other than the Finance Parties or unless expressly provided to the contrary in this Agreement, a person who is not a Party has no rightunder the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or to enjoy the benefit of any term of this Agreement.

(b) Notwithstanding any term of this Agreement the consent of any third party is not required for any variation (including any release orcompromise of any liability under) or termination of this Agreement.

2

1.4 Designation

In accordance with the Original Facility Agreement, the Borrower and the Agent designate the Second Supplemental Documents asFinance Documents.

2. AMENDMENT AND RESTATEMENT

The Parties agree that, with effect on and from the Second Effective Date the Original Facility Agreement shall be amended and restated inits entirety in the form of Schedule 3 ( Form of Amended and Restated Facility Agreement ) so that the rights and obligations under theOriginal Facility Agreement of the parties thereto shall, on and after the Second Effective Date, be governed by, and construed inaccordance with, the terms of the Amended Facility Agreement.

3. SECOND EFFECTIVE DATE

3.1 Conditions PrecedentSubject to Clause 3.2 ( Failure to satisfy Conditions Precedent ) and Clause 3.3 ( Rights of the Finance Parties ), the amendment andrestatement of the Original Facility Agreement in accordance with Clause 2 ( Amendment and Restatement ) shall take effect on and from:

(a) (in the case where the Agent has received all of the documents and other evidence listed in Schedule 2 ( Conditions Precedent )in form and substance satisfactory to the Agent on or prior to 19 March 2018) 19 March 2018; and

(b) (in the case where the Agent has received all of the documents and other evidence listed in Schedule 2 ( Conditions Precedent )

in form and substance satisfactory to the Agent after 19 March 2018) the date on which all such documents and evidence are soreceived,

(the “ Second Effective Date ”). The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

3.2 Failure to satisfy Conditions PrecedentIf the Agent has not received all the documents and evidence referred to in Clause 3.1 ( Conditions Precedent ) on or before 26 March 2018(or such later date as the Lenders may agree in writing):

(a) the Agent shall promptly notify the Lenders upon the occurrence of such event; and

(b) the amendment and restatement pursuant to Clause 2 ( Amendment and Restatement ) shall not occur.

3

3.3 Rights of the Finance Parties

Upon termination of this Agreement under Clause 3.2 ( Failure to satisfy Conditions Precedent ), the outstanding indebtedness under theOriginal Facility Agreement shall remain governed by and be payable in accordance with the provisions of the Original Facility Agreement.

4. CONFIRMATION

The Borrower hereby represents, warrants and confirms to the Agent (as agent of the other Finance Parties) on the date hereof and on theSecond Effective Date that:

(a) the Security created by the Security Documents extends to the liabilities and obligations of the Obligors under the Original FacilityAgreement and the Original Intercreditor Agreement (each as amended and restated pursuant to this Agreement and the SecondIntercreditor Amendment and Restatement Agreement) and that the obligations of the Obligors arising under or in connection withthe Second Supplemental Documents, the Amended Facility Agreement, the Amended Intercreditor Agreement and the SecurityDocuments constitute obligations secured under the Security Documents; and

(b) the Security created or conferred under the Security Documents to which it is a party continue in full force and effect on the termsof the respective Security Documents as amended by the Supplemental Security Documents.

5. REPRESENTATIONS

On the date of this Agreement, the Borrower makes the Repeating Representations of the Original Facility Agreement, by reference to thefacts and circumstances then existing, but as if references in the Repeating Representations of the Original Facility Agreement to “theTransaction Documents” includes the Second Supplemental Documents, the Amended Facility Agreement and the Amended IntercreditorAgreement.

6. AMENDMENT FEE

The Borrower shall pay to the Agent (for the account of each Lender) an amendment fee in the amount and at the times agreed in theSecond Amendment Fee Letter.

7. INCORPORATION OF TERMS

The provisions of Clause 32 ( Notices ), Clause 34 ( Partial Invalidity ), Clause 35 ( Remedies and Waivers ) and Clause 39 ( Enforcement )of the Original Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references inthose clauses to “this Agreement” are references to this Agreement.

4

8. COUNTERPARTS

(a) This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts wereon a single copy of this Agreement.

(b) Each counterpart of this Agreement shall constitute an original of this Agreement and may be signed and executed by the Parties andtransmitted by facsimile transmission or other electronic transmission (including Portable Document Format) and shall be as valid andeffectual as if executed as an original, but all counterparts shall constitute one and the same instrument. The Borrower shall deliver itsoriginal counterpart to the Agent as soon as practicable.

9. GOVERNING LAW

This Agreement is governed by Singapore law.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

5

Schedule 1

The Existing LendersPart I

The Facility A Lenders Name of Original Facility A Lender Facility A Commitment

1 UNITED OVERSEAS BANK LIMITED 848,135,795.04

2 DBS BANK LTD. 731,260,795.07

3 OVERSEA-CHINESE BANKING CORPORATION LIMITED 731,260,795.04

4 MALAYAN BANKING BERHAD, SINGAPORE BRANCH 512,416,704.36

5 STANDARD CHARTERED BANK, SINGAPORE BRANCH 304,037,272.99

6

SUMITOMO MITSUI BANKING CORPORATION, SINGAPOREBRANCH 203,938,182.30

7 CIMB BANK BERHAD, SINGAPORE BRANCH 173,276,364.52

8 BANK OF CHINA LIMITED, SINGAPORE BRANCH 126,279,090.68

9 HONG LEONG FINANCE LIMITED 126,225,000.00

10 MIZUHO BANK, LTD. 126,225,000.00

11 BANK OF AMERICA N.A., SINGAPORE BRANCH 89,760,000.00

12 THE BANK OF EAST ASIA, LIMITED, SINGAPORE BRANCH 89,760,000.00

13 RHB BANK BERHAD, SINGAPORE BRANCH 81,345,000.00

14 CHANG HWA COMMERCIAL BANK, LTD., SINGAPORE BRANCH 22,440,000.00

15 LAND BANK OF TAIWAN, SINGAPORE BRANCH 22,440,000.00

16 BANK OF TAIWAN, SINGAPORE BRANCH 18,700,000.00

17 BNP PARIBAS, SINGAPORE BRANCH 18,700,000.00

6

18 FIRST COMMERCIAL BANK, SINGAPORE BRANCH 18,700,000.00

19 HUA NAN COMMERCIAL BANK, LTD., SINGAPORE BRANCH 18,700,000.00

20

KEB HANA BANK, SINGAPORE BRANCH (FORMERLY KNOWN ASKOREA EXCHANGE BANK, SINGAPORE BRANCH) 18,700,000.00

21

MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD.,SINGAPORE BRANCH 18,700,000.00

7

Part II

The Facility B Lenders Name of Original Facility B Lender Facility B Commitment

1 DBS BANK LTD. 92,652,893.00

2 OVERSEA-CHINESE BANKING CORPORATION LIMITED 92,652,893.00

3 UNITED OVERSEAS BANK LIMITED 92,652,893.00

4 MALAYAN BANKING BERHAD, SINGAPORE BRANCH 77,710,744.00

5 STANDARD CHARTERED BANK, SINGAPORE BRANCH 44,826,446.00

6

SUMITOMO MITSUI BANKING CORPORATION, SINGAPOREBRANCH 29,884,297.00

7 BARCLAYS BANK PLC, SINGAPORE BRANCH 24,000,000.00

8 CIMB BANK BERHAD, SINGAPORE BRANCH 18,677,685.00

9 BANK OF CHINA LIMITED, SINGAPORE BRANCH 14,942,149.00

10 CHANG HWA COMMERCIAL BANK, LTD., SINGAPORE BRANCH 12,000,000.00

8

Schedule 2

Conditions Precedent

1. The Borrower

(a) A certificate of an authorised signatory of the Borrower, certifying that the constitutional documents delivered to the Agent have not beenamended and remain in full force and effect.

(b) An extract of the resolutions of the board of directors or equivalent body of the Borrower:

(i) approving the terms of, and the transactions contemplated by the Second Supplemental Documents to which it is a party andresolving that it executes the Second Supplemental Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Second Supplemental Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/ordespatched by it under or in connection with the Second Supplemental Documents to which it is a party.

(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(d) A certificate from the Borrower (signed by a director or a chief financial officer) confirming that borrowing the Total Commitments would notcause any borrowing or similar limit binding on it to be exceeded.

(e) A certificate of an authorised signatory of the Borrower certifying that each copy document relating to it specified in this Schedule 2 iscorrect, complete and in full force and effect as at a date no earlier than the date of this Agreement.

2. Security

(a) An original copy of each of the following documents, duly executed by the parties to it:

(i) the Mortgage; and

(ii) the Second Intercreditor Agreement Amendment and Restatement Agreement.

(b) Evidence that the relevant caveats have been lodged against the Properties in favour of the Security Trustee.

9

3. Legal Opinion

A legal opinion of Allen & Gledhill LLP, legal advisers to the Arranger and the Agent in Singapore, substantially in the form distributed to theLenders prior to signing this Agreement.

4. Other documents and evidence

(a) A copy of the base case financial model detailing the economic projections and assumptions in relation to the Borrower and the IntegratedResort, prepared by the Borrower and uploaded to debt domain on 12 January 2018.

(b) Evidence that the Second Amendment Fee Letter has been duly executed by the parties to it.

(c) Evidence that the requisite Lenders’ consent in relation to the amendment and restatement of the Original Facility Agreement ascontemplated by this Agreement, and the Original Intercreditor Agreement as contemplated by the Second Intercreditor AgreementAmendment and Restatement Agreement, has been or will be obtained.

10

Schedule 3

Form of Amended and Restated Facility Agreement

11

Execution Version

Originally dated 25 June 2012(as amended by an Amendment Agreement dated 20 November 2013, and further amended and

restated by an Amendment and Restatement Agreement dated 29 August 2014 and as furtheramended and restated as of the Second Effective Date)

MARINA BAY SANDS PTE. LTD.as Borrowerarranged by

THE FINANCIAL INSTITUTIONS AND OTHERS NAMED IN THIS AGREEMENTas Mandated Lead Arrangers

coordinated by

DBS BANK LTD.OVERSEA-CHINESE BANKING CORPORATION LIMITED

UNITED OVERSEAS BANK LIMITEDMALAYAN BANKING BERHAD, SINGAPORE BRANCH

as Global Coordinatorswith

DBS BANK LTD.acting as Agent

and

DBS BANK LTD.acting as Security Trustee

S$5,100,000,000SECOND AMENDED AND RESTATED FACILITY AGREEMENT

Allen & Gledhill LLPOne Marina Boulevard #28-00 Singapore 018989Tel: +65 6890 7188 | Fax +65 6327 3800

allenandgledhill.com

TABLE OF CONTENTS

Contents Page 1. Definitions and Interpretation 12. The Facilities 623. Purpose 684. Conditions of Utilisation 685. Utilisation – Loans 706. Ancillary Facilities 727. Repayment 768. Prepayment and cancellation 799. Interest 8810. Interest Periods 8911. Changes to the calculation of interest 9112. Fees 9313. Tax gross-up and indemnities 9414. Increased costs 9815. Mitigation by the Lenders 9916. Other indemnities 10017. Costs and expenses 10218. Guarantee and indemnity 10319. Representations 10720. Information undertakings 11221. Financial covenants 11922. General undertakings 12323. Events of Default 15124. Changes to the Lenders 157

i

25. Debt Purchase Transactions 16026. Changes to the Obligors 16327. Disclosure of information 16427A. Personal Data Protection Act 16628. Role of the Administrative Parties 16729. Sharing among the Finance Parties 17430. Payment mechanics 17631. Set-off 17932. Notices 17933. Calculations and certificates 18134. Partial invalidity 18135. Remedies and waivers 18236. Amendments and waivers 18237. Counterparts 18438. Governing law 18539. Enforcement 18540. Certain Matters Affecting Lenders 18541. Gaming Authorities 186Schedule 1 The Original Parties 187Schedule 2 Conditions Precedent 191Schedule 3 Requests 196Schedule 4 Form of Transfer Certificate 199Schedule 5 Form of Compliance Certificate 202Schedule 6 Form of Guarantor Accession Letter 203Schedule 7 Form of Lender Increase Confirmation 205Schedule 8 Properties 208

ii

Schedule 9 Repayment Schedule For Facility A Loans 209Schedule 10 Timetables 210Schedule 11 Form of Subordination Agreement 212Schedule 12 Existing Indebtedness 214

iii

THIS AGREEMENT is originally dated 25 June 2012 and is amended and restated by the Amendment and Restatement Agreement dated29 August 2014 and is further amended and restated as of the Second Effective Date and made between:

(1) MARINA BAY SANDS PTE. LTD. , registration number 200507292R (the “ Borrower ”);

(2) THE FINANCIAL INSTITUTIONS AND OTHERS listed in Part I of Schedule 1 ( The Original Parties ) as mandated lead arrangers (whetheracting individually or together, the “ Mandated Lead Arranger ”);

(3) DBS BANK LTD., OVERSEA-CHINESE BANKING CORPORATION LIMITED, UNITED OVERSEAS BANK LIMITED and MALAYANBANKING BERHAD, SINGAPORE BRANCH , as global coordinators (whether acting individually or together, the “ Global Coordinator ”,and together with the Mandated Lead Arranger whether acting individually or together, the “ Arranger ”);

(4) THE FINANCIAL INSTITUTIONS AND OTHERS listed in Part II and Part III of Schedule 1 ( The Original Parties ) as lenders (the “ OriginalLenders ”);

(5) DBS BANK LTD. , as agent of the other Finance Parties (the “ Agent ”); and

(6) DBS BANK LTD. , as security trustee for the Secured Parties (the “ Security Trustee ”).

IT IS AGREED as follows:

1. Definitions and Interpretation

1.1 Definitions

In this Agreement:

“ Acceleration Date ” means the date (if any) on which the Agent gives a notice under paragraph (a) of Clause 23.17 ( Acceleration ).

“ Accordion Period ” means the period from and including the original date of this Agreement to and including the date which is six Monthsbefore the Facility A Termination Date.

“ Account ” has the meaning given to it in Clause 22.10 ( Accounts ).

“ Accounting Month ” means each period of approximately 30 days ending on the last day of each calendar month adopted by theBorrower for the purpose of its financial reporting in any financial year of the Borrower.

“ Accounting Quarter ” means each period of three Accounting Months ending on or about 31 March, 30 June, 30 September and 31December.

1

“ Adjusted Cumulative Consolidated Net Income ” means, in relation to any Relevant Date, the Consolidated Net Income of the BorrowerGroup from the original date of this Agreement to that Relevant Date, less (without double counting) all distributions made by the Borrowerto its shareholders or members over the same period pursuant to paragraph (d)(ii) of Clause 22.13 ( Restricted payments ).

“ Administrative Party ” means each of the Agent, the Arranger and the Security Trustee.

“ Administrator ” means ABS Benchmarks Administration Co Pte. Ltd. (or its successor as administrator or sponsor of the relevant rate).

“ Affiliate ” as applied to any person, means any other person directly or indirectly controlling, controlled by, or under direct or indirectcommon control with, that person and, for this purpose, “ control ” (including, with correlative meanings, the terms “ controlling ”, “controlled by ” and “ under common control with ”), as applied to any person, means the possession, directly or indirectly, of the powerto direct or cause the direction of the management and policies of that person, whether through the ownership of voting securities or bycontract or otherwise; provided that so long as no other person or group or persons beneficially owns a majority of voting securities of suchperson, the beneficial owner of 20 per cent. or more of the voting securities of a person shall be deemed to have control.

“ Agreed Form ” means, in relation to a document, that:

(a) it is in a form initialled by or on behalf of the Borrower and the Agent on or before the signing of this Agreement for the purposesof identification; or

(b) if not falling within sub-paragraph (a) above, it is in form and substance satisfactory to the Agent (acting reasonably) and initialledby or on behalf of the Borrower and the Agent for the purposes of identification.

“ Agreement for Lease ” means an agreement to grant an Occupational Lease.

“ Aircraft/Watercraft ” means aircraft and/or watercraft acquired by an Affiliate of the Borrower and to be utilised in connection with theoperation of the Integrated Resort.

“ Amendment Agreement ” means the amendment agreement dated 20 November 2013 and made between the Borrower and the Agent,in relation to this Agreement.

“ Amendment and Restatement Agreement ” means the amendment and restatement agreement dated 29 August 2014 and madebetween the Borrower and the Agent, in relation to this Agreement.

“ Ancillary Commitment ” means, in relation to an Ancillary Lender, the maximum amount (expressed in Singapore Dollars) from time totime agreed (whether or not subject to satisfaction of conditions precedent and whether or not utilised) to be made available by thatAncillary Lender under an Ancillary Facility and authorised under Clause 6 ( Ancillary Facilities ), to the extent not cancelled or reducedunder this Agreement or the Ancillary Facility Documents relating to that Ancillary Facility.

2

“ Ancillary Facility ” means an ancillary facility made available by an Ancillary Lender in accordance with Clause 6 ( Ancillary Facilities ).

“ Ancillary Facility Document ” means:

(a) a document setting out the terms of an Ancillary Facility; and

(b) the Ancillary Facility Letter.

“ Ancillary Facility Letter ” means a letter or letters dated on or about the original date of this Agreement between the Borrower and theDesignated Facility B Lenders, setting out the maximum rates of interest, fees and commissions that they will respectively charge in respectof any Ancillary Facilities provided by them.

“ Ancillary Facility Request ” means a notice substantially in the form set out in Part III of Schedule 3 ( Ancillary Facility Request ).

“ Ancillary Lender ” means a Designated Facility B Lender which makes available an Ancillary Facility in accordance with Clause 6 (Ancillary Facilities ).

“ Ancillary Outstandings ” means, at any time and in relation to an Ancillary Facility, the aggregate (calculated in the Base Currency) ofthe following amounts outstanding at that time under that Ancillary Facility:

(a) the principal amount under each overdraft facility under that Ancillary Facility;

(b) the face amount of each guarantee, bond, trust receipt and letter of credit issued under that Ancillary Facility; and

(c) in relation to any other Ancillary Facility, such other amount as fairly represents the aggregate exposure of the Ancillary Lenderunder that Ancillary Facility,

in each case determined by the relevant Ancillary Lender in accordance with its usual practice at that time for calculating its exposure undersimilar facilities or transactions (acting reasonably and after consultation with the Agent).

For the purposes of this definition:

(i) in relation to any utilisation denominated in the Base Currency, the amount of that utilisation (determined as described inparagraphs (a) and (b) above) shall be used; and

(ii) in relation to any utilisation not denominated in the Base Currency, the equivalent (calculated as specified in the relevant Ancillary

Facility Document or, if not so specified, as the relevant Ancillary Lender may specify, in each case in accordance with its usualpractice at that time for calculating that equivalent (acting reasonably and after consultation with the Agent)) in the Base Currencyof the amount of that utilisation (determined as described in paragraphs (a) and (b) above) shall be used.

3

“ Approved Insurance Consultant ” means Willis (Singapore) Pte. Ltd. and such other persons as are selected by the Borrower from timeto time after the original date of this Agreement, so long as such other persons are, in the reasonable judgment of the Agent, capable ofperforming any insurance assessment function in relation to the Properties.

“ Approved Valuers ” means CBRE Pte. Ltd. and such other reputable persons as are selected by the Borrower from time to time after theoriginal date of this Agreement, so long as such other persons are, in the reasonable judgment of the Agent, capable of performing anyvaluation required under this Agreement.

“ Assignment of Development Agreement ” means an assignment of the Development Agreement security document dated 28 June2012 between the Borrower and the Security Trustee, approved by the Head Lessor, as amended and supplemented by the SupplementalAssignment of Development Agreement.

“ Assignment of Insurances ” means an assignment of Insurances security document dated 28 June 2012 between the Borrower and theSecurity Trustee as amended and supplemented by the Supplemental Assignment of Insurances.

“ Assignment of Proceeds ” means an assignment of, inter alia , the Integrated Resort Revenues security document dated 28 June 2012between the Borrower and the Security Trustee as amended and supplemented by the Supplemental Assignment of Proceeds.

“ Authorisation ” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration.

“ Availability Period ” means:

(a) in relation to Facility A, the period from and including the original date of this Agreement to and including the date which is 30days after the original date of this Agreement;

(b) in relation to Facility B, the period from and including the original date of this Agreement to and including the date which is oneMonth before the Facility B Termination Date; and

(c) in relation to any increase in Facility C after the original date of this Agreement in accordance with Clause 2.3 ( Accordion Feature

– Increase in Facility C ), the period from and including its Establishment Date to and including the date which is 60 days afterthat date.

4

“ Available Ancillary Commitment ” means, in relation to an Ancillary Facility, an Ancillary Lender’s Ancillary Commitment under thatAncillary Facility minus the amount of Ancillary Outstandings under that Ancillary Facility.

“ Available Ancillary Facilities ” means the aggregate for the time being of each Ancillary Lender’s Available Ancillary Commitments.

“ Available Commitment ” means, in relation to a Facility, a Lender’s Commitment under that Facility minus:

(a) the amount of its participation in any outstanding Loans under that Facility; and

(b) in relation to any proposed Loan, the amount of its participation in any Loans that are due to be made under that Facility on or before theproposed Utilisation Date,

other than, in relation to any proposed Facility B Loan only, that Lender’s participation in any Facility B Loans that are due to be repaid orprepaid on or before the proposed Utilisation Date.

“ Available Facility ” means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect ofthat Facility.

“ Bank SBLC ” has the meaning given to it in Clause 21.5 ( Financial definitions ).

“ Base Case Financial Model ” means the economic projections and assumptions in relation to the Borrower and the Integrated Resort,prepared by the Borrower and posted on Debt Domain on 8 June 2012 labelled “MBS Model”.

“ Base Currency ” means Singapore Dollars.

“ Borrower Group ” means the Borrower and its Restricted Subsidiaries for the time being (but excluding, for the avoidance of doubt, anyExcluded Subsidiary).

“ Borrower Group Subordinated Guarantee ” means a Guarantee issued by a member of the Borrower Group:

(a) in respect of any HoldCo Subordinated Debt; and

(b) which is subordinated to all amounts which may be or become payable to the Finance Parties under the Finance Documents byway of a Subordination Agreement.

“ Borrower Offshore Collection Account Security Document ” means the Borrower Offshore Collection Account Security Document(Hong Kong), the Borrower Offshore Collection Account Security Document (Macau) and each other security document (other than theDebenture) executed by the Borrower as Security over an Offshore Collection Account required to be charged in favour of the SecurityTrustee in accordance with Clause 22.10 ( Accounts ).

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“ Borrower Offshore Collection Account Security Document (Hong Kong) ” means the charge over the Borrower’s Offshore CollectionAccount opened and maintained in Hong Kong dated 3 January 2013 between the Borrower and the Security Trustee.

“ Borrower Offshore Collection Account Security Document (Macau) ” means the pledge over the Borrower’s Offshore CollectionAccount opened and maintained in Macau dated 3 January 2013 between the Borrower and the Security Trustee.

“ Borrowings ” has the meaning given to it in Clause 8.7 ( Mandatory prepayment from Borrowings ).

“ Break Costs ” means the amount (if any) by which:

(a) the interest (excluding the Margin) which a Lender should have received pursuant to the terms of this Agreement for the period

from the date of receipt of all or any part of the principal amount of a Loan or Unpaid Sum to the last day of the current InterestPeriod in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of thatInterest Period;

exceeds:

(b) the amount of interest which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid

Sum received by it on deposit with a leading bank in the Singapore interbank market for a period starting on the Business Dayfollowing receipt or recovery and ending on the last day of the current Interest Period.

“ Business Day ” means a day (other than a Saturday or Sunday or gazetted public holiday) on which banks are open for general businessin Singapore and (in relation to the determination of any interest rate under this Agreement) London.

“ Car Park ” means the vehicle parking areas located in the basement levels of the Integrated Resort.

“ Cash Equivalent Investments ” means:

(a) securities, mortgage-backed securities, collateralised mortgaged obligations or direct obligations with a maturity of less than 12months from the date of acquisition issued or fully guaranteed or fully insured by:

(i) the Government of the United States or any member state of the European Union which is rated at least AA byStandard & Poor’s Rating Group, Aa2 by Moody’s Investors Service, Inc. or AA by Fitch Ratings;

(ii) any county or Governmental Agency of the United States which is rated at least AA by Standard & Poor’s Rating Group,Aa2 by Moody’s Investors Service, Inc. or AA by Fitch Ratings; or

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(iii) any of the 50 states of the United States which is rated at least AA by Standard & Poor’s Rating Group, Aa2 by Moody’sInvestors Service, Inc. or AA by Fitch Ratings;

(b) commercial paper or other debt securities issued by an issuer rated at least A-1 by Standard & Poor’s Ratings Group, P-1 byMoody’s Investors Service, Inc. or F1 by Fitch Ratings, and with a maturity of less than 12 months;

(c) certificates of deposit, bankers’ acceptance or demand or time deposits (including overnight deposits) of:

(i) any commercial bank (which has outstanding debt securities rated as referred to in paragraph (b) above); or

(ii) any bank or financial institution (which has outstanding debt securities rated at least BBB+ by Standard & Poor’s RatingsGroup, Baa1 by Moody’s Investors Service, Inc. or BBB+ by Fitch Ratings),

and, in each case, with a maturity of less than 12 months;

(d) securities with a maturity of less than 12 months from the date of acquisition issued or fully guaranteed by the Government of

(i) Singapore or (ii) any state that is a member or partner in the Organization of Economic Cooperation and Development with asovereign debt rating of at least AA+ by Standard & Poor’s Rating Group, Aa1 by Moody’s Investors Service, Inc. or AA+ by FitchRatings, or (iii) any other state approved by the Agent (acting on the instructions of the Majority Lenders);

(e) repurchase obligations for underlying securities of the types described in paragraphs (a) and (b) above, entered into with any

commercial bank or any other financial institution having long-term unsecured debt securities rated (on the date of acquisitionthereof) at least AA by Standard & Poor’s Rating Group, Aa2 by Moody’s Investors Service, Inc. or AA by Fitch Ratings issued byany person;

(f) investment contracts of any financial institution, the principal and return on which are guaranteed by that financial institution,

having long-term debt rated (on the date of acquisition thereof) at least at least AA by Standard & Poor’s Rating Group, Aa2 byMoody’s Investors Service, Inc. or AA by Fitch Ratings;

(g) Singapore Dollars, Hong Kong Dollars, United States Dollars, Euros or Sterling;

(h) loans to, deposits with, or investments in Sands FinCo:

(i) where the aggregate principal amount of such loans, deposits and/or investments shall not at any time exceedS$200,000,000; and

(ii) where, not later than ten Business Days after the date that such loans, deposits and/or investments are made, theBorrower delivers to the Agent details of such loans, deposits and/or investments;

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(i) investments in mutual funds sponsored by any securities broker-dealer of recognised national standing having an investment

policy that requires substantially all the invested assets of such fund to be invested in investments described in any one or moreof the foregoing paragraphs and rated at least at least AA by Standard & Poor’s Rating Group, Aa2 by Moody’s Investors Service,Inc. or AA by Fitch Ratings; or

(j) investments in any money market fund:

(i) where all or substantially all of its assets fall within the description of paragraphs (a) to (i) above;

(ii) which have net assets of not less than S$500,000,000 (or the equivalent in another currency); and

(iii) which has either (A) an investment grade rating by Standard & Poor’s Rating Group, Moody’s Investors Service, Inc. orFitch Ratings or (B) is registered with the Investment Company Act of 1940, as amended,

in each case not subject to any Security (other than pursuant to any Security Document or any Permitted Security), denominated andpayable in Singapore Dollars, Hong Kong Dollars, United States Dollars, Euros or Sterling, and the proceeds of which are capable of beingremitted to the Borrower in Singapore.

“ Cash Investment Limit ” means, in relation to the date (the “ Cash Investment Date ”) of any Investments contemplated by paragraph(b)(xiii) of Clause 22.15 ( Acquisitions and investments ), the aggregate of (without double counting):

(a) S$500,000,000;

(b) the amount which is 50 per cent. of the Adjusted Cumulative Consolidated Net Income as of the last Relevant Date falling on orbefore the Cash Investment Date;

(c) all cash proceeds received by the Borrower by way of equity contribution to the Borrower and any issuance or sale by theBorrower of its shares (including any issuance or sale of shares by the Borrower arising from the conversion or exchange of itsdebt securities) or debt contribution by way of Internal Subordinated Debt, in each case, except to the extent received by theBorrower pursuant to Clause 21.2 ( Rectification ), from the original date of this Agreement to that Cash Investment Date, less ,all fees, discounts, commissions, charges, expense, withholdings and transactions costs properly incurred in connection with thatcontribution, issuance or sale, and all Taxes paid by the Borrower or reasonably estimated by the Borrower to be payable (ascertified by it to the Agent) as a result of that contribution, issuance or sale; and

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(d) in relation to each joint venture, partnership, consortium or Excluded Subsidiary in which the Borrower has made an Investment

(including any loan constituting an Investment) (each such Investment, an “ Original Investment ”) as permitted by paragraph(b) of Clause 22.7 ( Loans and guarantees ) or paragraph (b) of Clause 22.15 ( Acquisitions and investments ):

(i) the amount of all cash dividends, cash distributions and cash payments in the nature of principal and interest (each, a “Cash Return ”) received by the Borrower from the original date of this Agreement to that Cash Investment Date, to theextent such Cash Return (when aggregated with the amount of all other Cash Returns in respect of that OriginalInvestment, whether received before on or after the original date of this Agreement) represent less than or equal to100 per cent. of the amount contributed by the Borrower in respect of the Original Investment; and

(ii) 50 per cent. of the amount of all Cash Returns received by the Borrower from the original date of this Agreement to that

Cash Investment Date, to the extent such Cash Return (when aggregated with the amount of all other Cash Returns inrespect of that Original Investment, whether received before on or after the original date of this Agreement) representmore than 100 per cent. of the amount contributed by the Borrower in respect of the Original Investment,

as evidenced by a Compliance Certificate delivered to the Agent on or before the Cash Investment Date, setting out (in reasonable detail)computations as to the Cash Investment Limit.

“ Casino ” has the meaning given to it in the Development Agreement or (once issued) the Head Lease.

“ Casino Licence ” has the meaning given to it in the Development Agreement or (once issued) the Head Lease.

“ Casino Regulatory Authority ” means the Casino Regulatory Authority of Singapore, established under the Casino Control Act, Chapter33A of Singapore.

“ Charged Assets ” means the assets over which Security is expressed to be created pursuant to any Security Document, to the extent notdischarged in accordance with this Agreement.

“ Commercial Documents ” means the Development Agreement, the Head Lease and any other document designated as such by theAgent and the Borrower.

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“ Commitment ” means a Facility A Commitment, a Facility B Commitment or a Facility C Commitment.

“ Compliance Certificate ” means a certificate delivered:

(a) in connection with the utilisation of Facility C contemplated by Clause 4.2 ( Further conditions precedent ), setting out (in

reasonable detail) computations as to compliance with the ratio set out in paragraph (e) of the Clause 4.2 ( Further conditionsprecedent );

(b) pursuant to Clause 20.3 ( Compliance Certificate );

(c) in connection with any Investments contemplated by paragraph (b)(xiii) of Clause 22.15 ( Acquisitions and investments ), setting

out (in reasonable detail) computations as to the Cash Investment Limit and the ratio set out in paragraph (b)(xiii)(C) of Clause22.15 ( Acquisitions and investments );

(d) in connection with any issuance of a Designated RPS permitted under paragraph (b)(iv) Clause 22.6 ( Financial Indebtedness ),

setting out (in reasonable detail) computations as to compliance with the ratio set out in paragraph (d) of the definition of“Designated RPS”;

(e) in connection with any incurrence of Incremental Indebtedness permitted under paragraph (b)(v) Clause 22.6 ( Financial

Indebtedness ), setting out (in reasonable detail) computations as to compliance with the ratio set out in paragraph (g) of thedefinition of “Incremental Indebtedness”;

(f) in connection with any incurrence of Mezzanine Indebtedness permitted under paragraph (b)(vi) Clause 22.6 ( Financial

Indebtedness ), setting out (in reasonable detail) computations as to compliance with the ratio set out in paragraph (f) of thedefinition of “Mezzanine Indebtedness”;

(g) in connection with a sale by a member of the Borrower Group of any asset, setting out (in reasonable detail) computations as to

compliance with the ratio set out in paragraph (ii) of the definition of “Exempt Disposal” in Clause 8.5 ( Mandatory prepaymentfrom Net Sale Proceeds );

(h) in connection with a declaration, making or payment of a Controlled Transaction permitted under the definition of “Permitted

Transaction (Designated Sale)”, setting out (in reasonable detail) computations as to compliance with the ratio set out inparagraph (d) of that definition;

(i) in connection with a declaration, making or payment of a Controlled Transaction permitted under the definition of “Permitted

Transaction (Leverage Ratio)”, setting out (in reasonable detail) computations as to compliance with the ratio set out in paragraph(c) of that definition;

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(j) in connection with the prepayment of Facility C Loans in accordance with Clause 8.10 ( Voluntary prepayment of Facility C Loans

), setting out (in reasonable detail) computations as to compliance with the ratio set out in paragraph (b)(ii) of Clause 8.10 (Voluntary prepayment of Facility C Loans );

(k) in connection with any voluntary payment, repayment or prepayment in the nature of principal on all or any part of any

Incremental Indebtedness, setting out (in reasonable detail) computations as to compliance with the ratio set out in paragraph (b)(ii) of Clause 22.22 ( Incremental Indebtedness );

(l) in connection with any voluntary payment, repayment or prepayment in the nature of principal on all or any part of any Permitted

Refinancing Indebtedness, setting out (in reasonable detail) computations as to compliance with the ratio set out in paragraph (b)(ii) of Clause 22.23 (Permitted Refinancing Indebtedness); or

(m) in connection with any voluntary payment, repayment or prepayment in the nature of principal on all or any part of any Mezzanine

Indebtedness, setting out (in reasonable detail) computations as to compliance with the ratio set out in paragraph (b)(ii) of Clause22.24 (Mezzanine Indebtedness),

in each case signed by an authorised officer or authorised signatory of the Borrower, substantially in the form set out in Schedule 5 ( Formof Compliance Certificate ).

“ Consent ” means the consent of the Head Lessor to be provided pursuant to item 6(b) of Part I of Schedule 2 ( Conditions Precedent toInitial Utilisation ).

“ Consolidated Adjusted EBITDA ” means, in relation to the Borrower Group, for any period, the sum of the amounts (without duplication)for such period of:

(a) Consolidated Net Income;

(b) Consolidated Total Interest Expense;

(c) total interest expense (including non-cash interest and interest on Subordinated Debt) to the extent deducted in calculatingConsolidated Net Income;

(d) provision for taxes based on income and similar taxes imposed in lieu of income taxes to the extent deducted in calculatingConsolidated Net Income;

(e) total depreciation expense;

(f) total amortisation expense;

(g) total pre-opening and development expenses (if any);

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(h) total amortisation of rent expense incurred and paid as a result of the actual payment of:

(i) land premium under the Development Agreement; and

(ii) land premium under any other development agreement;

(i) other non-cash items (including non-cash corporate expenses) reducing Consolidated Net Income;

(j) costs and expenses relating to the negotiation of, entry into and performance of this Agreement or any amendment or waiver

hereto or any transactions contemplated thereby to the extent deducted in calculating Consolidated Net Income, provided that theaggregate amount of costs and expenses included in this paragraph (j) shall not exceed S$10,000,000 in any financial year of theBorrower;

(k) costs and expenses of any actual or contemplated investment or incurrence of Debt or asset sale that is or if completed would be

permitted hereunder to the extent deducted in Consolidated Net Income provided that the aggregate amount of costs andexpenses included in this paragraph (k) shall not exceed S$30,000,000 in any financial year of the Borrower;

(l) corporate expenses incurred to the extent deducted in calculating Consolidated Net Income, provided that the aggregate amountof costs and expenses included in this paragraph (l) shall not exceed S$60,000,000 in any financial year of the Borrower; and

(m) non-recurring charges and expenses to the extent deducted in calculating Consolidated Net Income, provided that the aggregate

amount of costs and expenses included in this paragraph (m) shall not exceed S$50,000,000 in any financial year of theBorrower,

less

(A) other non-cash items increasing Consolidated Net Income (but excluding (I) any such non-cash item to the extent it represents

the reversal of an accrual or reserve for potential cash item in any prior period and (II) the amounts received from any IR ProjectVehicles funded through Permitted Investments falling within the description of paragraph (a) of the definition of PermittedInvestments); and

(B) any cash expenditure to the extent it reduces any accrual or reserve established in a prior period which was added to determineConsolidated Adjusted EBITDA in such prior period pursuant to paragraph (i) above,

all of the foregoing as determined on a consolidated basis for the Borrower Group in conformity with GAAP. Any cash equity contributionsor Internal Subordinated Debt made by a member of the Sponsor Group to Borrower and/or the face amount of any Bank SBLC delivered toAgent for the benefit of the Lenders in accordance with Clause 21.2 ( Rectification ) may at the written election of Borrower be included inthe Consolidated Adjusted EBITDA. To the extent an Excluded Subsidiary is converted to a Restricted

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Subsidiary during any reference period, Consolidated Adjusted EBITDA shall include the Consolidated Adjusted EBITDA of such RestrictedSubsidiary on a pro forma basis since the beginning of such reference period. For the avoidance of doubt, any dividends made by theBorrower to any HoldCo to permit that HoldCo to make any licence payments shall not be taken into account in the calculation of, withoutdouble counting, Consolidated Adjusted EBITDA and/or Consolidated Net Income.

“ Consolidated Net Income ” means, for any period, the net income (or loss) of the members of the Borrower Group on a consolidatedbasis for such period taken as a single accounting period determined in conformity with GAAP and before any reduction in respect ofpreferred stock dividends; provided that there shall be excluded, without duplication:

(a) the income (or loss) of any person (other than a member of the Borrower Group or any IR Project Vehicles funded through

Permitted Investments falling within the description of paragraph (a) of the definition of Permitted Investments), except to theextent of the amount of dividends or other distributions actually paid to the members of the Borrower Group by such personduring such period;

(b) the income (or loss) of any person accrued prior to the date it is merged into or consolidated with the Borrower or any other

member of the Borrower Group or that person’s assets are acquired by the Borrower or any other member of the BorrowerGroup;

(c) any after-tax gains or losses attributable to:

(i) asset sales consummated pursuant to paragraph (c)(iii), (c)(xiv), (c)(xv) or (c)(xvi) of Clause 22.5 ( Disposals ); or

(ii) the disposition of any securities or the extinguishment of any Financial Indebtedness of any member of the BorrowerGroup;

(d) dividends or distributions from any Excluded Subsidiary to the Borrower or any other member of the Borrower Group which areused to fund their share of any applicable tax payments to be made under a tax sharing arrangement;

(e) the effect of non-cash accounting adjustments resulting from a change in the tax status of a flow-through or disregarded tax entityto a taxed entity, or vice versa;

(f) any net extraordinary gains or net extraordinary losses; and

(g) any refinancing costs and/or costs and expenses relating to any amendment or waiver of, in each case, this Agreement or any

other Debt permitted to be incurred pursuant to this Agreement (provided that the aggregate amount of all refinancing costsand/or costs and expenses relating to any amendment or waiver of such other Debt excluded from the calculation of ConsolidatedNet Income pursuant to this paragraph (g) shall not exceed S$15,000,000 in any

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financial year of the Borrower), amortisation or charges (including premiums, costs, amortisation and charges associated with therefinancing of the Existing Facilities), provided further, that there shall be included, without duplication, the cash flows from IRProject Vehicles funded through Permitted Investments falling within the description of paragraph (a) of the definition of PermittedInvestments whose net income has been included as set forth above.

“ Consolidated Total Interest Expense ” means, for any period, total interest expense (including that portion attributable to capital leasesin accordance with GAAP and capitalized interest), net of interest income, of the Borrower Group on a consolidated basis with respect to alloutstanding Financial Indebtedness of the members of the Borrower Group that constitutes Relevant Debt (other than non-cash interest onInternal Subordinated Debt), including all commissions, discounts and other fees and charges owed with respect to letters of credit andbankers’ acceptance financing and net costs under hedging arrangements, excluding, however:

(a) amortisation of debt issuance costs and deferred financing fees including any amounts referred to in Clause 12 ( Fees ) payableto the Finance Parties;

(b) any fees and expenses payable to the Finance Parties in connection with this Agreement on or prior to the first Utilisation Date;

(c) non-cash payment-in-kind interest; and

(d) any additional amounts payable by the Borrower under Clause 14.1 ( Increased costs ).

“ Controlled Transaction ” means:

(a) a declaration or payment of any dividend or other payment or distribution of any kind by the Borrower to its shareholders on or inrespect of any of its shares;

(b) a reduction, return, purchase, repayment, cancellation or redemption of the shares of any member of the Borrower Group;

(c) a payment, repayment, prepayment of any principal, interest or other amount on or in respect of, or a redemption, purchase ordefeasance of any Subordinated Debt; or

(d) an Investment by any member of the Borrower Group:

(i) where any such Investment is in the form of debt, there shall be no further obligation by the relevant member of theBorrower Group to make any loan or to provide any form of credit or financial accommodation thereafter; and

(ii) where any such Investment is in the form of equity, there shall be no further obligation by the relevant member of the

Borrower Group to provide funds (whether by way of debt or equity contributions or otherwise) or otherwise provide anycredit support thereafter.

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“ Debenture ” means a fixed and floating charge security document dated 28 June 2012 between the Borrower and the Security Trustee, asamended and supplemented by the Supplemental Debenture.

“ Debt ” means, as at any particular time, without double counting, the aggregate outstanding principal, capital or nominal amount of theFinancial Indebtedness of the Borrower Group:

(a) including:

(i) all External Subordinated Debt;

(ii) any Borrower Group Subordinated Guarantees;

(iii) any Guarantee of any Permitted Aircraft/Watercraft Indebtedness; and

(iv) all Permitted FF&E Indebtedness,

provided that, for the avoidance of doubt, any payment, repayment, prepayment, redemption, purchase, defeasance, satisfactionor discharge of any indebtedness referred to in paragraphs (i) to (iv) above at any time shall have the effect of reducing theamount of Debt at that time,

(b) but excluding:

(i) any indebtedness referred to in paragraph (e) and (g) of the definition of Financial Indebtedness;

(ii) any indebtedness referred to in paragraph (j) of the definition of Financial Indebtedness (to the extent relating to anyindebtedness referred to in paragraph (i) above);

(iii) any Guarantee that constitutes Permitted Security described in paragraph (i) of the definition of Permitted Security or

any Financial Indebtedness described in paragraphs (b)(xi), (b)(xii)(B) and (b)(xiv) of Clause 22.6 ( FinancialIndebtedness ); and

(iv) any Internal Subordinated Debt (other than any Borrower Group Subordinated Guarantees).

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For this purpose, any amount outstanding or repayable in a currency other than Singapore Dollars shall on that day be taken into account:

(A) if an audited balance sheet of the Borrower has been prepared as at that day, in their Singapore Dollars equivalent at the rate ofexchange used for the purpose of preparing that balance sheet; and

(B) in any other case, in their Singapore Dollars equivalent at the rate of exchange that would have been used had an auditedbalance sheet of the Borrower been prepared as at that day in accordance with GAAP.

“ Debt Purchase Transaction ” means, in relation to a person, a transaction where such person purchases by way of assignment ortransfer any Commitment or amount outstanding under this Agreement.

“ Default ” means an Event of Default or any event or circumstance specified in Clause 23 ( Events of Default ) which would (with the expiryof a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of theforegoing) be an Event of Default.

“ Designated Facility B Lender ” means a Facility B Lender listed in paragraphs 1, 2 and 3 of Part III of Schedule 1 ( The Original FacilityB Lenders ).

“ Designated RPS ” means shares in a member of the Borrower Group which are expressed to be redeemable and:

(a) (in the case of a redemption by the holder) which may only be made (whether on its specified maturity or as a result of an eventof default (however described)) after the Facility A Termination Date;

(b) (in the case of a redemption by the issuer) which may only be made to the extent it constitutes a Redemption that is a Permitted

Transaction (Designated Sale), a Permitted Transaction (Leverage Ratio) or a Permitted Transaction (Miscellaneous) providedthat the amount of any redemption under this paragraph (b) may not exceed such amount prescribed by any applicable law, had itbeen a Dividend;

(c) which when aggregated with all Designated RPS described in this definition then outstanding, does not exceed S$1,000,000,000(or its equivalent in another currency or currencies) in principal amount;

(d) where on the date of issuance of such shares, the ratio of:

(i) the Debt as of the last Relevant Date falling on or before the date of such issuance,

to:

(ii) the Consolidated Adjusted EBITDA for the Relevant Period ending on the Relevant Date described in paragraph (d)(i)

above, is less than or equal to 3.50 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or beforethe date of such issuance, setting out (in reasonable detail) computations as to compliance with the above ratio.

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“ Designated Sale ” has the meaning given to it in paragraph (b) of the definition of “Permitted Transaction (Designated Sale)”.

“ Development Agreement ” means the development agreement originally dated 23 August 2006 (and as amended, modified andsupplemented by the Supplemental Agreement) made between the Head Lessor and the Borrower relating to the acquisition, ownershipand development of the Properties (including all annexures and schedules to such development agreement).

“ Development Agreement Event of Default ” means any “Event of Default” defined in Clause 1.1 ( Definitions ) of the DevelopmentAgreement.

“ Dividend ” has the meaning given to it in Clause 22.13 ( Restricted payments ).

“ Effective Date ” has the meaning given to it in the Amendment and Restatement Agreement.

“ Eligible Lender ” means:

(a) a bank or merchant bank that:

(i) is a financial institution acting through a Facility Office in Singapore;

(ii) is in possession of (A) a valid licence granted under the Banking Act, Chapter 19 of Singapore, authorising it to conduct

banking business in Singapore or (B) a valid licence granted by the Monetary Authority of Singapore, authorising it toconduct merchant banking business in Singapore;

(iii) in respect of which, the Borrower would not be obliged to make a payment under paragraph (a) of Clause 13.2 ( Taxgross-up ) or paragraph (a) of Clause 13.3 ( Tax indemnity ) to or for the account of such financial institution; and

(iv) (for so long as no Event of Default shall have occurred and is continuing) is not a Restricted Person;

(b) any other financial institution or a trust, fund or other entity which is regularly engaged in or established for the purpose of making,purchasing or investing in loans, securities or other financial assets that:

(i) is acting through a Facility Office in Singapore;

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(ii) in respect of which, the Borrower would not be obliged to make a payment under paragraph (a) of Clause 13.2 ( Taxgross-up ) or paragraph (a) of Clause 13.3 ( Tax indemnity ) to or for the account of such person; and

(iii) (for so long as no Event of Default shall have occurred and is continuing) is not a Restricted Person;

(c) any other entity approved by the Borrower (such approval not to be unreasonably withheld or delayed and the Borrower is

deemed to have approved of each Original Lender listed in paragraphs 1 to 26 of Part II of Schedule 1 ( The Original Facility ALenders )) that:

(i) is acting through a Facility Office in Singapore;

(ii) is holding a valid Exemption issued by the Registrar of Moneylenders under Section 36 of the Moneylenders Act,Chapter 188 of Singapore, in connection with the Facilities;

(iii) in respect of which, the Borrower would not be obliged to make a payment under paragraph (a) of Clause 13.2 ( Taxgross-up ) or paragraph (a) of Clause 13.3 ( Tax indemnity ) to or for the account of such person; and

(iv) (for so long as no Event of Default shall have occurred and is continuing) is not a Restricted Person; or

(d) any Permitted Sands Lender.

Notwithstanding the foregoing, the Borrower may in its sole and absolute discretion waive the restrictions set out in paragraphs (a)(iv), (b)(iii) or (c)(iv) of this definition as to any person that would otherwise be an Eligible Lender by notifying the Agent in writing of such waiver.

“ Environment ” means living organisms including the ecological systems of which they form part and the following media:

(a) air (including air within natural or man-made structures, whether above or below ground);

(b) water (including territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

(c) land (including land under water).

“ Environmental Law ” means any applicable law in any jurisdiction in which any member of the Borrower Group conducts business whichrelates to the pollution or protection of the environment or harm to or the protection of human health (as it relates to exposure to HazardousSubstances) or the health of animals or plants.

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“ Environmental Permits ” means any Authorisation required under any Environmental Law for the operation of the business of anymember of the Borrower Group conducted on or from the properties owned or used by the relevant member of the Borrower Group.

“ Establishment Date ” has the meaning given to it in Clause 2.3 ( Accordion Feature – Increase in Facility C ).

“ Event of Default ” means any event or circumstance specified as such in Clause 23 ( Events of Default ).

“ Excluded Subsidiary ” means any Subsidiary of the Borrower that the Borrower designates as an Excluded Subsidiary as provided for inthe next sentence and any Subsidiary of an Excluded Subsidiary that satisfies the criteria set out in the next sentence. The Borrower maydesignate any Subsidiary (other than the Borrower or any Subsidiary which:

(a) does (or will) own, develop, design, construct, operate, manage or otherwise implement any part of the Integrated Resort; or

(b) holds (or will hold) or has (or will have) any rights in any Authorisation (including the Casino Licence) in relation to the IntegratedResort),

in each case, as determined by the Borrower) to be an Excluded Subsidiary by providing written notice of such designation to the Agent andcertifying that, after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Nothing in theforegoing shall prevent the Borrower from designating any of its Subsidiaries as an Excluded Subsidiary by reason that that Subsidiary:

(i) owns or operates, or will own or operate, Aircraft/Watercraft;

(ii) will acquire FF&E;

(iii) owns, operates, manages or implements or will own, operate, manage or implement any business or service that is funded as aPermitted Investment under this Agreement;

(iv) owns, operates, manages or implements the Retail Properties and/or the Car Park pursuant to a disposal of the Retail Propertiesand/or the Car Park to it under paragraphs (c)(iv) and/or (c)(xviii) of Clause 22.5 ( Disposals ); or

(v) owns, operates, manages or implements the ArtScience Museum (but does not own any part of the Properties comprising theArtScience Museum) pursuant to paragraph (c)(xx) of Clause 22.5 ( Disposals ),

but which, in each case, does not hold (and will not hold) the Casino Licence.

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“ Exempt Disposal ” has the meaning given to it in Clause 8.5 ( Mandatory prepayment from Net Sale Proceeds ).

“ Existing Facilities ” means the S$5,442,604,530 facilities made available to the Borrower by various banks and financial institutionspursuant to a Facility Agreement dated 28 December 2007 made between (a) the Borrower, as borrower, (b) Goldman Sachs ForeignExchange (Singapore) Pte, DBS Bank Ltd., UOB Asia Limited and Oversea-Chinese Banking Corporation Limited, as coordinators and(c) the Existing Facilities Agent, as agent and security trustee.

“ Existing Facilities Agent ” means DBS Bank Ltd.

“ Existing Facilities Security ” means the Security created to secure the Existing Facilities, as more particularly described in the FacilityAgreement for the Existing Facilities.

“ External Subordinated Creditor ” means any person (other than an Internal Subordinated Creditor or an Obligor).

“ External Subordinated Debt ” means:

(a) an unsecured subordinated bond or an unsecured senior subordinated bond issued or to be issued by a member of the BorrowerGroup; or

(b) any other unsecured subordinated Financial Indebtedness incurred or to be incurred by a member of the Borrower Group,

in each case:

(i) which is subordinated to all amounts which may be or become payable to the Finance Parties under the Finance Documents byway of:

(A) an External Subordination Agreement; or

(B) (where the Borrower (acting reasonably and in good faith) determines that subordination pursuant to an External

Subordination Agreement could reasonably be expected to materially and adversely affect the feasibility of establishing,or the marketability of, such bonds or Financial Indebtedness) the incorporation of terms within the documentationrelating to such bonds or Financial Indebtedness which:

(I) expressly provide that all payments in the nature of principal and interest thereunder are subordinated, on

customary terms for such bonds or Financial Indebtedness, in all respects to the Facilities and that suchsubordination obligations cannot be amended without the consent of the Agent; and

(II) provide that the Agent shall have enforceable third party rights in respect of such subordination obligations;

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(ii) which provides for a rate of interest (or a lower rate of interest) consistent with the market rate of interest for a transaction of asimilar nature at the time of its incurrence;

(iii) where any scheduled repayment or redemption of such bonds or Financial Indebtedness only occurs after the Facility ATermination Date; and

(iv) where each of the creditors in respect of such bonds or Financial Indebtedness is an External Subordinated Creditor,

and the Borrower shall:

(A) provide to the Agent certified copies of the documents evidencing such bonds or Financial Indebtedness; and

(B) in the case where the subordination contemplated by paragraph (i) is achieved (or is intended to be achieved) pursuant to

paragraph (i)(B), provide to the Agent certifications of the Borrower (signed by a director and a senior officer of the Borrower) asthe Agent may reasonably request in connection with such bonds or Financial Indebtedness and, at the Borrower’s costs,authorise and instruct the Borrower’s counsel to consult with the Agent on such subordination.

“ External Subordination Agreement ” means a subordination agreement between an External Subordinated Creditor, the Borrower (orthe relevant Obligor) and the Security Trustee, substantially in the form set out in Part II of Schedule 11 ( Form of Subordination Agreement) or otherwise in form and substance reasonably satisfactory to the Security Trustee, and the Borrower shall provide (or procure theprovision) to the Agent all such legal opinions, consents, assurances, resolutions and other documents as the Agent may reasonablyrequest in connection with that subordination agreement.

“ Euros ” or “ € ” means the lawful currency of the Participating Member States.

“ Facility ” means Facility A, Facility B or Facility C.

“ Facility A ” means the term loan facility made available under this Agreement as described in paragraph (a) of Clause 2.1 ( The Facilities).

“ Facility A Commitment ” means:

(a) in relation to an Original Lender, the amount in Singapore Dollars set opposite its name under the heading “Facility A

Commitment” in Part II of Schedule 1 ( The Original Facility A Lenders ) and the amount of any other Facility A Commitmenttransferred to it under this Agreement; and

(b) in relation to any other Lender, the amount in Singapore Dollars of any Facility A Commitment transferred to it under thisAgreement,

to the extent not cancelled, reduced, extinguished or transferred by it under this Agreement.

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“ Facility A Lender ” means:

(a) any Original Facility A Lender; and

(b) any Eligible Lender which has become a Party in accordance with Clause 24 ( Changes to the Lenders ) and which is transferredan interest in Facility A,

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“ Facility A Loan ” means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan.

“ Facility A Repayment Dates ” means each date specified in Schedule 9 ( Repayment Schedule for Facility A Loans ) including, for theavoidance of doubt, the Facility A Termination Date.

“ Facility A Repayment Instalment ” means each instalment for repayment of the Facility A Loans specified in Schedule 9 ( RepaymentSchedule for Facility A Loans ).

“ Facility A Termination Date ” means, subject to Clause 7.5 ( Extension Option ), 29 March 2024.

“ Facility B ” means the revolving credit facility made available under this Agreement as described in paragraph (b) of Clause 2.1 ( TheFacilities ), part of which may be designated as an Ancillary Facility in accordance with Clause 6 ( Ancillary Facilities ).

“ Facility B Commitment ” means:

(a) in relation to an Original Lender, the amount in Singapore Dollars set opposite its name under the heading “Facility B

Commitment” in Part III of Schedule 1 ( The Original Facility B Lenders ) and the amount of any other Facility B Commitmenttransferred to it under this Agreement; and

(b) in relation to any other Lender, the amount of any Facility B Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“ Facility B Lender ” means:

(a) any Original Facility B Lender; and

(b) any Eligible Lender which has become a Party in accordance with Clause 24 ( Changes to the Lenders ) and which is transferredan interest in Facility B,

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

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“ Facility B Loan ” means a loan made or to be made under Facility B or the principal amount outstanding for the time being of that loan.

“ Facility B Rollover Loan ” means one or more Facility B Loans:

(a) made or to be made on the same day that one or more maturing Facility B Loans is or are due to be repaid;

(b) the aggregate amount of which is equal to or less than the maturing Facility B Loan(s); and

(c) made or to be made to the Borrower for the purpose of refinancing the maturing Facility B Loan(s).

“ Facility B Termination Date ” means, subject to Clause 7.5 ( Extension Option ), 29 September 2023.

“ Facility C ” means the term loan facility made available or (as the case may be) to be made available under this Agreement as describedin paragraph (c) of Clause 2.1 ( The Facilities ).

“ Facility C Commitment ” means in relation to any Facility C Lender, the amount in Singapore Dollars of any Facility C Commitmentassumed by it in accordance with Clause 2.3 ( Accordion Feature – Increase in Facility C ) or transferred to it under this Agreement, to theextent not cancelled, reduced, extinguished or transferred by it under this Agreement.

“ Facility C Lender ” means any Eligible Lender which is or has become a Party in accordance with Clause 2.3 ( Accordion Feature –Increase in Facility C ) or Clause 24 ( Changes to the Lenders ) and which is transferred an interest in Facility C, which in each case has notceased to be a Party in accordance with the terms of this Agreement.

“ Facility C Loan ” means a loan made or to be made under Facility C or the principal amount outstanding for the time being of that loan.

“ Facility C Longstop Termination Date ” means 29 March 2034.

“ Facility Office ” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or,following a change of office or offices after that date, by not less than five Business Days’ written notice) as the office or offices throughwhich it will perform its obligations under this Agreement.

“ FATCA ” means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any

other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above;or

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(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraph (a) or (b) above with theUS Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

“ FATCA Application Date ” means:

(a) in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest andcertain other payments from sources within the US), 1 July 2014;

(b) in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from thedisposition of property of a type that can produce interest from sources within the US), 1 January 2019; or

(c) in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) or (b) above,1 January 2019,

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as aresult of any change in FATCA after the original date of this Agreement.

“ FATCA Deduction ” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“ FATCA Exempt Party ” means a Party that is entitled to receive payments free from any FATCA Deduction.

“ Fee Letter ” means any letter or letters dated on or about the original date of this Agreement between one or more Administrative Partiesand the Borrower setting out any of the fees referred to in Clause 12 ( Fees ) or Clause 6 ( Amendment Fee ) of the Amendment andRestatement Agreement or Clause 6 ( Amendment Fee ) of the Second Amendment and Restatement Agreement.

“ FF&E ” means fixtures, furniture, fittings and/or equipment acquired, built, affixed and/or installed by or for the Borrower on or in theIntegrated Resort for the purpose of implementing or carrying on the business of the Integrated Resort, and shall include each and everyitem or unit of such property acquired by substitution or replacement thereof, all parts, components and other items pertaining to suchproperty, all documents (including warehouse receipts, dock receipts, bills of lading and the like) relating to such property, all licenses,warranties, guarantees, service contracts and related rights and interests covering all or any portion of such property, and to the extent nototherwise included, all proceeds (including insurance proceeds) of any of the foregoing and all accessions to, substitutions andreplacements for, and the rents, profits and products of, each of the foregoing (including collateral accounts) and such other collateralreasonably determined by the Agent in its reasonable discretion.

“ Finance Document ” means this Agreement, the Amendment Agreement, the Amendment and Restatement Agreement, the SecondAmendment and Restatement Agreement, each Ancillary Facility Document, each Guarantor Accession Letter, each Increase Confirmation,each Security Document, each Bank SBLC and any other document (other than a Security Document) that may at any time be given asguarantee or assurance for any of the Senior Liabilities pursuant to or in connection with any Finance Document and any other documentdesignated as such by the Agent and the Borrower.

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“ Finance Party ” means the Agent, an Ancillary Lender, the Arranger, a Lender or the Security Trustee.

“ Financial Indebtedness ” means any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any amount raised by acceptance under any acceptance credit facility;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds (for the avoidance of doubt, other than a paymentor advance payment bond), notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated asa finance or capital lease, provided that any obligation of a person under a lease of hire purchase contract (whether existing nowor entered into the future) that is not (or would not be) required to be treated as a finance or capital lease on a balance sheet ofsuch person under GAAP as in effect on the original date of this Agreement shall not be treated as finance or capital lease as aresult of (i) the adoption of changes in GAAP after such date, or (ii) changes in the application of GAAP after such date;

(e) receivables sold or discounted (other than any receivables to the extent they are sold or discounted on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effectof a borrowing and would, in accordance with GAAP, be treated as a borrowing;

(g) solely for the purpose of Clause 23.5 ( Cross default ), any derivative transaction entered into in connection with protection

against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only themarked to market value shall be taken into account, and such value shall be calculated without double-counting with otherindebtedness);

(h) shares which are expressed to be redeemable, other than Designated RPS;

(i) any counter-indemnity obligation in respect of:

(i) a guarantee, indemnity, bond (including any payment or advance payment bond), standby or documentary letter of creditor any other similar instrument issued by a bank or financial institution; and

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(ii) any other instrument issued by a bank or financial institution, where such other instrument is in a form that, on its face,gives rise to a payment obligation on the part of that bank or financial institution; and

(j) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above,

in each case without double-counting and excluding:

(A) any indebtedness comprising trade payables or payments under leases and hire purchase contracts (in the case of leases and

hire purchase contracts, to the extent only that they do not fall within paragraph (d) above) incurred in the ordinary course ofbusiness;

(B) any surety bonds for claims underlying repairer liens over equipment or machinery; and

(C) any Financial Indebtedness comprising bonds, notes, debentures, loan stock or any other similar instrument described in

paragraph (c) above, that have either been satisfied, discharged or defeased prior to their stated maturity (provided that cash orsecurities are being held by the trustee of such instruments pending application on maturity or redemption) in accordance with theterms of such bonds, notes, debentures, loan stock or any other similar instrument or by operation of law.

“ GAAP ” means:

(a) in relation to the financial statements (consolidated if applicable) of the Borrower, generally accepted accounting principles,standards and practices applied in Singapore; and

(b) in relation to any other Obligor, generally accepted accounting principles, standards and practices applied in its jurisdiction ofincorporation,

in each case, in effect at the relevant time.

“ Governmental Agency ” means any government or any governmental agency, semi-governmental or judicial entity, or authority(including, without limitation, any stock exchange or any self-regulatory organisation established under any law or regulation).

“ Gross Revenues ” has the meaning given to it in the Development Agreement or (once issued) the Head Lease.

“ Guarantee ” means any guarantee, bond, indemnity, counter-indemnity or similar instrument howsoever described issued by any personin respect of any obligation of any other person.

“ Guarantor ” means a Restricted Subsidiary which becomes a Guarantor in accordance with Clause 26 ( Changes to the Obligors ).

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“ Guarantor Accession Letter ” means a document substantially in the form set out in Schedule 6 ( Form of Guarantor Accession Letter) .

“ Hazardous Substance ” means any waste, pollutant, contaminant or other substance (including any liquid, solid, gas, ion, living organismor noise) that is harmful to human health or other life or the Environment or a nuisance to any person or the presence of which in theEnvironment may make the use or ownership of any affected land or property more costly.

“ Head Lease ” has the meaning given to the term “Lease” in the Development Agreement.

“ Head Lease Event of Default ” means any “Event of Default” defined in the Head Lease.

“ Head Lessor ” means the Singapore Tourism Board.

“ Hedging Bank ” means a person which:

(a) provides the Borrower with any hedging in connection with interest payable in respect of the Senior Liabilities, the SecuredIncremental Liabilities and/or the Secured Permitted Refinancing Liabilities; and

(b) at the Borrower’s request, accedes as a Hedging Bank to the Intercreditor Agreement in accordance with the terms thereof(provided that such accession may only take place if that person is, at that time, a Lender (or an Affiliate of a Lender),

and a Hedging Bank (and in such capacity only) shall have no voting rights for the purposes of this Agreement unless a contrary indicationappears.

“ Hedging Documents ” means the documents entered into between the Borrower and a Hedging Bank for the purpose of implementingany hedging in connection with interest payable in respect of the Senior Liabilities, the Secured Incremental Liabilities and/or the SecuredPermitted Refinancing Liabilities.

“ HoldCo ” means any company, corporation or other entity that directly owns shares in the share capital of the Borrower.

“ HoldCo Subordinated Debt ” means unsecured Financial Indebtedness of a HoldCo to an External Subordinated Creditor (or an InternalSubordinated Creditor not being a direct Holding Company of the Borrower):

(a) the proceeds of which are made available by that HoldCo to the Borrower as Internal Subordinated Debt or equity; and

(b) which, in the case where the creditor of such Financial Indebtedness is an Internal Subordinated Creditor not being a Holding

Company of the Borrower, provides for a rate of interest that does not exceed prevailing market rates for comparablesubordinated debt at the time the Financial Indebtedness is incurred.

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“ Holding Company ” means, in relation to a company or corporation, any other company or corporation in respect of which it is aSubsidiary.

“ Hong Kong Dollars ” or “ HK$ ” means the lawful currency of the Hong Kong Special Administrative Region.

“ Increase Confirmation ” means a document substantially in the form set out in Schedule 7 ( Form of Lender Increase Confirmation) .

“ Increase Lender ” has the meaning given to it in paragraph (a)(i) of Clause 2.3 ( Accordion Feature – Increase in Facility C ).

“ Incremental Indebtedness ” means Financial Indebtedness incurred or to be incurred by the Borrower:

(a) which is designated by the Borrower as “Incremental Indebtedness”;

(b) which when aggregated with (i) all Financial Indebtedness described in this definition then outstanding and (ii) the amount of

Facility C Loans then outstanding, does not exceed S$1,000,000,000 (or its equivalent in another currency or currencies) inoutstanding principal;

(c) where, not later than ten Business Days after the date that the Financial Indebtedness is incurred, the Borrower delivers to theAgent details of such Financial Indebtedness;

(d) where, on the date the Financial Indebtedness is incurred, no Event of Default is continuing or would reasonably be expected toresult from the incurring of such Financial Indebtedness;

(e) where the terms of such Financial Indebtedness in relation to:

(i) principal amortisation;

(ii) Security; and

(iii) covenants (taken as a whole),

are not more favourable to the creditors of such Financial Indebtedness than those for the benefit of the Finance Parties ascontained in the Finance Documents;

(f) where:

(i) at all times, the then remaining average weighted life (taking into account the effect of any prepayment) of such

Financial Indebtedness is longer than the then remaining average weighted life (taking into account the effect of anyprepayment) of Facility A and Facility B taken as a whole (but without taking into account any extension of the Facility ATermination Date or the Facility B Termination Date); and

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(ii) the final scheduled repayment date of such Financial Indebtedness extends beyond the Facility A Termination Date(without taking into account any extension of the Facility A Termination Date) (and where such Financial Indebtednessconstitutes bonds, notes or other debt securities, any scheduled repayment or redemption of such FinancialIndebtedness only occurs after the Facility A Termination Date (without taking into account any extension of the FacilityA Termination Date)); and

(g) where on the date (the “ Incremental Indebtedness Incurrence Date ”) such Financial Indebtedness is incurred, the ratio of:

(i) the aggregate of:

(A) the Debt as of the last Relevant Date falling on or before the date of such incurrence; and

(B) the amount of such Financial Indebtedness actually incurred,

to:

(ii) the Consolidated Adjusted EBITDA for the Relevant Period ending on the Relevant Date described in paragraph (g)(i)(A)above,

is:

(1) (in the case where the Incremental Indebtedness Incurrence Date falls on or before 30 September 2019) less than orequal to 3.50 to 1; and

(2) (in the case where the Incremental Indebtedness Incurrence Date falls after 30 September 2019) less than or equal to3.00 to 1,

as evidenced by a Compliance Certificate delivered to the Agent on or before the date of such incurrence, setting out (inreasonable detail) computations as to compliance with the above ratio,

provided that the Borrower may, but shall not be obliged to, request that such Financial Indebtedness be secured by the TransactionSecurity with the same ranking and priority as the Senior Liabilities and the Secured Permitted Refinancing Liabilities in accordance with theIntercreditor Agreement, and where the Borrower makes such a request, each relevant Incremental Indebtedness Creditor of such FinancialIndebtedness shall be entitled to accede to the Intercreditor Agreement as a Secured Incremental Indebtedness Creditor in accordance withthe terms thereof.

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“ Incremental Indebtedness Creditor ” means a creditor (including any agent or trustee on its behalf) of the Borrower or any other Obligorin respect of any Incremental Indebtedness.

“ Incremental Indebtedness Document ” means any facility agreement, credit agreement, indenture, note purchase agreement or otherdocument relating to, constituting or otherwise evidencing any Incremental Indebtedness.

“ Incremental Liabilities ” means all present and future moneys, debts and liabilities due, owing or incurred by the Borrower or any otherObligor to any Incremental Indebtedness Creditor which constitute Incremental Indebtedness (in each case, whether alone or jointly, orjointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise).

“ Information Memorandum ” means the confidential information memorandum concerning the Borrower which, at the Borrower’s requestand on its behalf, was prepared in relation to this transaction and distributed by the Global Coordinator to selected financial institutions on orabout 5 April 2012, as supplemented from time to time.

“ Insurance Report ” means in relation to the Properties, a report substantially in the form of the Original Insurance Report carried at thecost and expense of the Borrower, specifying the maximum foreseeable loss and estimated maximum loss for the Properties, carried out byan Approved Insurance Consultant such report to be addressed to the Agent.

“ Insurances ” means all contracts and policies of insurance of any kind relating to the Integrated Resort taken out or, as the contextrequires, to be taken out from time to time and maintained, in each case, in accordance with Clause 22.17 ( Insurance ) by or on behalf ofthe Borrower, and such other policy or contract of insurance as the Agent and the Borrower agree shall be an Insurance.

“ Integrated Resort ” has the meaning given to it in the Development Agreement or (once issued) the Head Lease.

“ Integrated Resort Revenues ” means, in respect of any period, the aggregate of all actual sums of a revenue or income nature actuallyreceived (or, as the case may be, to be received) by or on behalf of the Borrower or any Restricted Subsidiary during that period including:

(a) all amounts payable to or for the benefit or account of the Borrower or any Restricted Subsidiary arising from or in connection with

the Integrated Resort and the letting, use or occupation of the Properties (or any part of the Properties), including (withoutlimitation and without double counting):

(i) Gross Revenues;

(ii) without limiting sub-paragraph (i) above, rents, hotel room revenues, Casino revenues, conference, meeting, conventionand exhibition facilities’ revenues, licence fees and equivalent sums reserved or made payable;

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(iii) any premium paid on the amount of any Occupational Lease;

(iv) any other monies payable in respect of use and/or occupation of the Integrated Resort;

(v) proceeds of insurance in respect of loss of rent;

(vi) receipts from or the value of consideration given for the surrender or variation of any letting;

(vii) proceeds paid by way of reimbursement of expenses incurred, or on account of expenses to be incurred, in themanagement, maintenance and repair of, and the payment of insurance premiums for, the Properties;

(viii) proceeds paid for a breach of covenant under any Occupational Lease and for expenses incurred in relation to any suchbreach;

(ix) payments from a guarantor in respect of any of the items listed in this paragraph (a); and

(x) interest, damages or compensation in respect of any of the items in this paragraph (a),

but excluding (A) any amounts of security deposits received under Occupational Leases (unless and until the Borrower or anyRestricted Subsidiary has the right to retain such amounts for its own account and benefit), and (B) any service charge collectedby the Borrower or a Restricted Subsidiary for which the same is distributed to employees of the Borrower or that RestrictedSubsidiary;

(b) interest and other income in respect of funds standing to the credit of the Accounts;

(c) any income, receipts or realised gains (including those of a non-recurring or extraordinary nature) from any PermittedInvestments; and

(d) any other income, receipts or realised gains (including those of a non-recurring or extraordinary nature) from whatever sourceand whether or not attributable to the Integrated Resort.

“ Intellectual Property Rights ” means all patents, designs, copyrights, trade marks, service marks, trade names, domain names, rights inknow-how, any other intellectual property and any associated or similar rights anywhere in the world, and any interest in any of theforegoing (in each case, whether registered or unregistered and including any applications and rights to apply for the same).

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“ Intercreditor Agreement Amendment and Restatement Agreement ” means the amendment and restatement agreement dated29 August 2014 and made between the Security Trustee, the Borrower and the Agent, in relation to the Intercreditor Agreement.

“ Intercreditor Agreement ” means the intercreditor agreement between, among others, the Obligors, the Finance Parties (other than theArranger) and, when they accede, the Increase Lenders, the Hedging Banks, the Secured Incremental Indebtedness Creditors, the SecuredMezzanine Indebtedness Creditors and the Secured Permitted Refinancing Indebtedness Creditors (as applicable), as amended andrestated pursuant to the Intercreditor Agreement Amendment and Restatement Agreement, and as further amended and restated pursuantto the Second Intercreditor Agreement Amendment and Restatement Agreement.

“ Interest Period ” means, in relation to a Loan, each period determined in accordance with Clause 10 ( Interest Periods ) and, in relation toan Unpaid Sum, each period determined in accordance with Clause 9.3 ( Default interest ) .

“ Internal Subordinated Creditor ” means, in respect of any Internal Subordinated Debt, any member of the Sponsor Group (other than anObligor).

“ Internal Subordinated Debt ” means unsecured Financial Indebtedness of any member of the Borrower Group to an InternalSubordinated Creditor:

(a) which is subordinated to all amounts which may be or become payable to the Finance Parties under the Finance Documents byway of an Internal Subordination Agreement;

(b) where any scheduled repayment of such Financial Indebtedness only occurs after the Facility A Termination Date; and

(c) the terms of which:

(i) except where permitted by the provisions of the Finance Documents, expressly prohibit any member of the Borrower

Group from making any payment in the nature of interest (but interest may (A) accrue or be capitalised and (B) beevidenced by any instrument which constitutes such Internal Subordinated Debt or equity and such instrument may beissued to the Internal Subordinated Creditor);

(ii) do not comprise any cross default (however described) provisions; and

(iii) do not comprise any onerous covenants, undertakings or other provisions other than customary affirmative covenants.

“ Internal Subordination Agreement ” means a subordination agreement between an Internal Subordinated Creditor, the Borrower (or therelevant Obligor) and the Security Trustee, substantially in the form set out in Part I of Schedule 11 ( Form of Subordination Agreement ) orotherwise in form and substance reasonably satisfactory to the Security

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Trustee, and the Borrower shall provide (or procure the provision) to the Agent all such legal opinions, consents, assurances, resolutionsand other documents as the Agent may reasonably request in connection with that subordination agreement.

“ Investment ” means any investment, acquisition, capital contribution, joint venture, consortium, partnership or similar arrangement,whether as debt or equity, entered into or made (or to be entered into or made) by the Borrower or any Obligor in relation to any asset orbusiness (other than any Aircraft/Watercraft or FF&E). The amount of any Investment shall be the original cost of such Investment plus thecost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respectto such Investment less all returns of principal or equity thereon.

“ IR Project Vehicle ” means any retail, restaurant, clubs, theatres, entertainment or other similar offerings that form a part of (or arelocated in) the Integrated Resort operated by an Excluded Subsidiary funded as a Permitted Investment under paragraph (a) of thedefinition of Permitted Investment, which the Borrower either directly or indirectly owns 100 per cent (or less) of the equity interests thereof.

“ Lease Document ” means:

(a) an Agreement for Lease; or

(b) an Occupational Lease.

“ Lender ” means an Ancillary Lender, a Facility A Lender, a Facility B Lender, a Facility C Lender or a Permitted Sands Lender providedthat (except as provided in paragraphs (g) and (h) of Clause 36.2 ( Exceptions )) a Permitted Sands Lender which is a Lender shall not beentitled to vote as a Lender, a Finance Party or a Secured Party for the purposes of the Finance Documents and shall not be polled (or itsinterests taken into consideration) by the Agent or the Security Trustee, and its vote shall instead be exercised by, subject to any contraryindication in the Intercreditor Agreement, the other Lenders on a pro rata basis.

“ Loan ” means a Facility A Loan, a Facility B Loan or a Facility C Loan.

“ Majority Facility A Lenders ” means, at any time, the Majority Lenders calculated, for the purpose of this definition, by excluding theFacility B Loans, the Facility C Loans, utilisations under the Ancillary Facilities, the Facility B Commitments, the Facility C Commitments andthe Ancillary Commitments .

“ Majority Facility B Lenders ” means, at any time, the Majority Lenders calculated, for the purpose of this definition, by excluding theFacility A Loans, the Facility C Loans, the Facility A Commitments and the Facility C Commitments.

“ Majority Facility C Lenders ” means, at any time, the Majority Lenders calculated, for the purpose of this definition, by excluding theFacility A Loans, the Facility B Loans, utilisations under the Ancillary Facilities, the Facility A Commitments, the Facility B Commitments andthe Ancillary Commitments .

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“ Majority Lenders ” means at any time, a Lender or Lenders whose Available Commitments, Available Ancillary Commitments andparticipations in the Utilisations then outstanding aggregate more than 50 per cent. of the Available Facilities, Available Ancillary Facilitiesand all the utilisations then outstanding, and for the purposes of this definition:

(a) (except as provided in paragraphs (g) and (h) of Clause 36.2 ( Exceptions )) any Permitted Sands Lender which is a Lender shall

not be entitled to vote and shall not be polled (or its interests taken into consideration) by the Agent or the Security Trustee for thepurposes of this definition, and its vote shall instead be exercised, subject to any contrary indication in the IntercreditorAgreement, by the other Lenders on a pro rata basis; and

(b) to the extent set out in (and in accordance with) Clause 2.4 ( Non-Funding Lender ), any Non-Funding Lender shall not be entitled

to vote and shall not be polled (or its interests taken into consideration) by the Agent or the Security Trustee for the purposes ofthis definition, and its vote shall instead be exercised, subject to any contrary indication in the Intercreditor Agreement, by theother Lenders on a pro rata basis.

“ Margin ” means:

(a) in relation to any Loan under Facility A and/or Facility B:

(i) (from the original date of this Agreement to the date falling six Months after the original date of this Agreement) 1.85 percent. per annum; and

(ii) (from the date falling six Months after the original date of this Agreement and thereafter) the rate per annum specified

opposite the relevant range set out in the following table in which the ratio of Debt as at the most recent Relevant Dateto Consolidated Adjusted EBITDA for the Relevant Period ending on that Relevant Date:

Ratio of Debt to

Consolidated Adjusted EBITDA Margin

(per cent. per annum) Higher than 3.50 to 1 1.85 Higher than 2.50 to 1, but lower than or equal to 3.50 to 1 1.65 Higher than 1.90 to 1, but lower than or equal to 2.50 to 1 1.45 Higher than 1.00 to 1, but lower than or equal to 1.90 to 1 1.20 Lower than or equal to 1.00 to 1 1.15

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However:

(A) any increase or decrease in the Margin for a Loan under Facility A and/or Facility B shall take effect

immediately following the receipt by the Agent of the Compliance Certificate for that Relevant Period pursuantto Clause 20.3 ( Compliance Certificate );

(B) while an Event of Default is continuing, the Margin for each Loan under Facility A and/or Facility B shall be thehighest percentage per annum set out above for a Loan under that Facility; and

(C) for the purpose of determining the Margin, Debt, Consolidated Adjusted EBITDA and Relevant Period shall bedetermined in accordance with Clause 21.4 ( Financial covenant calculations ); and

(b) in relation to any Loan under Facility C, the applicable percentage(s) per annum as agreed between the Borrower and therelevant Increase Lenders to which that Loan relates, as set out in the relevant Increase Confirmation.

“ Material Adverse Effect ” means a material adverse effect or a material adverse change in:

(a) the consolidated financial condition, assets or business of the Borrower Group taken as a whole;

(b) the Integrated Resort, taken as a whole;

(c) the ability of the Borrower to perform and comply with its payment or other material obligations under the Finance Documents towhich it is a party, the Development Agreement or the Head Lease;

(d) the ability of the Obligors (other than the Borrower) to perform and comply with their payment or other material obligations underthe Finance Documents to which they are a party; or

(e) the ability of any Finance Party to enforce the payment or other material obligations of each Obligor under the Finance

Documents to which that Obligor is a party or the ability of any Finance Party to enforce any of their respective rights or remediesunder the Finance Documents.

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“ Mezzanine Indebtedness ” means Financial Indebtedness incurred or to be incurred by the Borrower:

(a) which is designated by the Borrower as “Mezzanine Indebtedness”;

(b) which when aggregated with all Financial Indebtedness described in this definition then outstanding, does not exceedS$1,000,000,000 (or its equivalent in another currency or currencies) in outstanding principal;

(c) where, not later than ten Business Days after the date that the Financial Indebtedness is incurred, the Borrower delivers to theAgent details of such Financial Indebtedness;


(e) where any scheduled repayment or redemption of such Financial Indebtedness only occurs after the Facility A Termination Date;and

(f) where on the date such Financial Indebtedness is incurred, the ratio of:


(A) the Debt as of the last Relevant Date falling on or before the date of such incurrence; and

(B) the amount of such Financial Indebtedness actually incurred,

to:

(ii) the Consolidated Adjusted EBITDA for the Relevant Period ending on the Relevant Date described in paragraph (f)(i)(A)above,

is less than or equal to 3.50 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or before the date of suchincurrence, setting out (in reasonable detail) computations as to compliance with the above ratio,

provided that the Borrower may, but shall not be obliged to, request that such Financial Indebtedness be secured by the TransactionSecurity ranking after the Senior Liabilities, the Secured Incremental Liabilities and the Secured Permitted Refinancing Liabilities inaccordance with the Intercreditor Agreement, and where the Borrower makes such a request, each relevant Mezzanine IndebtednessCreditor of such Financial Indebtedness shall be entitled to accede to the Intercreditor Agreement as a Secured Mezzanine IndebtednessCreditor in accordance with the terms thereof.

“ Mezzanine Indebtedness Creditor ” means a creditor (including any agent or trustee on its behalf) of the Borrower or any other Obligorin respect of any Mezzanine Indebtedness.

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“ Mezzanine Indebtedness Document ” means any facility agreement, credit agreement, indenture, note purchase agreement or otherdocument relating to, constituting or otherwise evidencing any Mezzanine Indebtedness.

“ Mezzanine Liabilities ” means all present and future moneys, debts and liabilities due, owing or incurred by the Borrower or any otherObligor to any Mezzanine Indebtedness Creditor which constitute Mezzanine Indebtedness (in each case, whether alone or jointly, or jointlyand severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise).

“ Month ” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendarmonth, except that:

(a) subject to paragraph (c) below, if the numerically corresponding day is not a Business Day, that period shall end on the next

succeeding Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediatelypreceding Business Day;

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the lastBusiness Day in that calendar month; and

(c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Dayin the calendar month in which that Interest Period is to end.

The above rules will apply only to the last Month of any period.

“ Mortgage ” means a mortgage over the Properties security document between the Borrower and the Security Trustee initially executed inescrow pursuant to Clause 4.1 ( Initial conditions precedent ).

“ Net Sale Proceeds ” means the cash or cash equivalent proceeds (including, when received, the cash or cash equivalent proceeds of anydeferred consideration, whether by way of adjustment to the purchase price or otherwise) received by the Borrower Group in connectionwith any sale by a member of the Borrower Group of any asset after deducting:

(a) fees, discounts, commissions, charges, expenses, withholdings and transaction costs properly incurred in connection with thatsale, transfer or disposal;

(b) Taxes paid by such member or reasonably estimated by such member to be payable (as certified by it to the Agent) as a result ofthat sale, transfer or disposal;

(c) any amounts required to be applied to the repayment of indebtedness secured by a Security permitted under paragraph (d) of

Clause 22.4 ( Negative pledge ) (or amounts permitted by the terms of such indebtedness to be otherwise reinvested in otherassets of such member to the extent so reinvested); and

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(d) any reserve for adjustment in respect of the sale price of such asset or assets or any liabilities associated with the asset disposedof in such sale or transfer and the deduction of appropriate amounts provided by the seller as a reserve in accordance with GAAPagainst any liabilities associated with the assets disposed of in the sale and retained by the Borrower, provided that where anysuch reserve (or the relevant part thereof) is no longer required or has not been applied within the period for which the reservewas set aside, the Borrower shall apply an amount equal to such reserve (or the relevant part thereof) in accordance with Clause8.5 ( Mandatory prepayment from Net Sale Proceeds ) as if such amount were “Net Sale Proceeds”.

“ Non-Consenting Lender ” has the meaning given to it in paragraph (i) of Clause 36.2 ( Exceptions ).

“ Non-Funding Lender ” means any Lender under a Facility which has failed to make or participate in a Utilisation as required by thisAgreement provided that it shall cease to be a Non-Funding Lender immediately upon its having made available its Non-Funding LendingAmount to the Borrower (which shall be promptly accepted by the Borrower).

“ Non-Funding Lender Amount ” means in relation to a Non-Funding Lender, the amount of any Utilisation or any participation in anyUtilisation that such Non-Funding Lender has not made available.

“ Notifiable Debt Purchase Transaction ” has the meaning given to it Clause 25.2 ( Notification ).

“ Obligors ” means the Borrower and the Guarantors and “ Obligor ” means each one of them.

“ Occupational Lease ” means any occupational lease or licence or other right of occupation to which the Retail Properties (or any part ofthe Retail Properties) and/or the ArtScience Museum (or any part of the ArtScience Museum) may be subject from time to time.

“ Offshore Collection Account ” has the meaning given to it in Clause 22.10 ( Accounts ).

“ Offshore Collection Account Security Document ” means each Restricted Subsidiary Offshore Collection Account Security Documentand each Borrower Offshore Collection Account Security Document.

“ Original Facility A Lender ” means a Lender listed in Part II of Schedule 1 ( The Original Facility A Lenders ) as having a Facility ACommitment.

“ Original Facility B Lender ” means a Lender listed in Part III of Schedule 1 ( The Original Facility B Lenders ) as having a Facility BCommitment.

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“ Original Financial Statements ” means in relation to the Borrower, its audited financial statements (consolidated, if applicable) for thefinancial year ended 31 December 2011.

“ Original Insurance Report ” means the Methodology and Summary of the 2011 Maximum Foreseeable Loss (MFL) & EstimatedMaximum Loss (EML) for Marina Bay Sands, Singapore dated 27 February 2012 prepared by Willis (Singapore) Pte Ltd. addressed to theAgent.

“ Participating Member State ” means any member state of the European Communities that adopts or has adopted the euro as its lawfulcurrency in accordance with legislation of the European Community relating to Economic and Monetary Union.

“ Party ” means a party to this Agreement.

“ Perfection Requirements ” means:

(a) in relation to the Mortgage and Intercreditor Agreement, in each case, when executed and delivered, the payment of stamp tax inSingapore;

(b) in relation to the Mortgage, when executed, delivered and dated, its registration with the Singapore Land Authority;

(c) in relation to each Security Document (other than the Intercreditor Agreement), in each case, when executed and delivered, its

registration as a charge against the Borrower at the Accounting and Corporate Regulatory Authority in Singapore, and anynotification or other requirements as may be required by the terms of that document; and

(d) in relation to each Offshore Collection Account Security Document, when executed and delivered, any registration, notification orother requirements as may be required by the terms of that document.

“ Permitted Aircraft/Watercraft Indebtedness ” means any Financial Indebtedness incurred or to be incurred by any Affiliate of theBorrower:

(a) for the purpose of:

(i) financing the acquisition, lease, equipping or charter of Aircraft/Watercraft by that Affiliate;

(ii) refinancing any Financial Indebtedness referred to in sub-paragraph (i) above; and/or

(iii) financing the working capital requirements of that Affiliate with respect to such Aircraft/Watercraft;

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(b) which, when aggregated with all Financial Indebtedness described in this definition then outstanding, does not exceedS$300,000,000 (or its equivalent in any other currency or currencies);

(c) which, on the date it is incurred, no Event of Default is continuing or would reasonably be expected to result from the incurring ofsuch Financial Indebtedness; and

(d) a reasonable summary of which will be supplied to the Agent within ten Business Days of a member of the Borrower Groupissuing a Guarantee in respect of such Financial Indebtedness.

“ Permitted Aircraft/Watercraft Security ” means any Security created or to be created by an Affiliate of the Borrower over or affecting anyAircraft/Watercraft where:

(a) the purpose of such Security is to secure the Permitted Aircraft/Watercraft Indebtedness incurred by that Affiliate to acquire suchAircraft/Watercraft;

(b) the beneficiary of such Security has no right of recovery for any such Permitted Aircraft/Watercraft Indebtedness against anyTransaction Security; and

(c) a reasonable summary of which will be supplied to the Agent within ten Business Days of that Affiliate incurring that PermittedAircraft/Watercraft Indebtedness.

“ Permitted Corporate Restructuring ” means any solvent corporate restructuring or reorganisation of the Borrower (that complies withparagraph (b) of Clause 22.12 ( Merger )).

“ Permitted FF&E Indebtedness ” means Financial Indebtedness incurred or to be incurred by the Borrower or any Obligor:


(i) financing its acquisition and/or installation of FF&E;

(ii) refinancing its acquisition and/or installation of FF&E (including any costs and expenses incurred in connection with suchacquisition) originally financed by the Facilities or Ancillary Facilities; or

(iii) refinancing any Financial Indebtedness referred to in paragraphs (a)(i) and (ii) above;

(b) which when aggregated with all Financial Indebtedness described in this definition then outstanding, does not exceedS$500,000,000 (or its equivalent in another currency or currencies) in outstanding principal;


40

(d) a reasonable summary of which (and any applicable Permitted FF&E Security) will be supplied to the Agent within ten BusinessDays of the Borrower or that Obligor incurring (or being contractually entitled to incur) such Financial Indebtedness.

“ Permitted FF&E Security ” means any Security created or to be created by the Borrower or any Obligor over or affecting any FF&E,where:

(a) the purpose of such Security is to secure the Permitted FF&E Indebtedness incurred by the Borrower or that Obligor to acquire(or refinance the acquisition of) such FF&E;

(b) the beneficiary of such Security has no right of recovery for any such Permitted FF&E Indebtedness against any TransactionSecurity (other than such FF&E);

(c) a reasonable summary of which will be supplied to the Agent not later than ten Business Days after the date of the Borrower orthat Obligor incurring that Permitted FF&E Indebtedness; and

(d) where that Permitted FF&E Indebtedness is described in paragraph (a)(ii) of the definition of Permitted FF&E Indebtedness, the

Security Trustee shall (and is hereby instructed by the Lenders to) release (or reduce to second ranking), as requested by theBorrower, any Security Document over such FF&E at the cost and expense of the Borrower.

“ Permitted Investment ” means any Investment by any Obligor:

(a) made through joint ventures, consortiums, partnerships or similar arrangements in businesses such as restaurants, clubs,theatre, retail and entertainment offerings that will form part of (or be located in) the Integrated Resort; or

(b) in projects that are ancillary (and of benefit) to the Integrated Resort where:

(i) the aggregate amount of cash (or cash equivalents) used to make all Investments described in this sub-paragraph (b),

does not exceed S$450,000,000 (or its equivalent in any other currency or currencies at the date the relevantInvestment is made);

(ii) the ratio of Debt as of the last Relevant Date falling on or before the date of such Investments to Consolidated Adjusted

EBITDA for the Relevant Period ending on that Relevant Date is less than 3.50 to 1, as evidenced by a ComplianceCertificate delivered to the Agent on or before the date of such Investments, setting out (in reasonable detail)computations as to compliance with the above ratio); and

(iii) on the date of such Investments, no Event of Default is continuing.

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“ Permitted Refinancing Indebtedness ” means Financial Indebtedness incurred or to be incurred by the Borrower (other than RP/CPHivedown Refinancing Indebtedness):

(a) which is designated by the Borrower as “Permitted Refinancing Indebtedness”;

(b) for the purpose of:

(i) refinancing the Senior Liabilities (other than Facility B), the Secured Incremental Liabilities and/or the Secured PermittedRefinancing Liabilities (in each case, whether in whole or in part); and/or

(ii) refinancing any Financial Indebtedness referred to in sub-paragraph (i) above;

(c) where, not later than ten Business Days before the date that the Financial Indebtedness is to be incurred, the Borrower deliversto the Agent:

(i) details of such Financial Indebtedness; and

(ii) the estimated amount of the Senior Liabilities (other than Facility B), the Secured Incremental Liabilities and/or theSecured Permitted Refinancing Liabilities (and the date on which they are expected) to be refinanced;

(d) where, on the date the Financial Indebtedness is incurred, no Event of Default is continuing or would reasonably be expected toresult from the incurring of such Financial Indebtedness; and

(e) where the relevant portion of the proceeds from such Financial Indebtedness will be paid directly to the Agent and applied inaccordance with Clause 2 ( Mandatory prepayment ) of the Intercreditor Agreement,

provided that the Borrower may, but shall not be obliged to, request that such Financial Indebtedness be secured by the TransactionSecurity with the same ranking and priority as the Senior Liabilities and the Secured Incremental Liabilities in accordance with theIntercreditor Agreement, and where the Borrower makes such a request, each relevant Permitted Refinancing Indebtedness Creditor ofsuch Financial Indebtedness shall be entitled to accede to the Intercreditor Agreement as a Secured Permitted Refinancing IndebtednessCreditor in accordance with the terms thereof.

“ Permitted Refinancing Indebtedness Creditor ” means a creditor (including any agent or trustee on its behalf) of the Borrower or anyother Obligor in respect of any Permitted Refinancing Indebtedness.

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“ Permitted Reorganisation ” means:

(a) an amalgamation, merger, liquidation, dissolution or corporate reconstruction (each a “ Reorganisation” ) on a solvent basis of amember of the Borrower Group (other than the Borrower) where:

(i) all of the business and assets of that member of the Borrower Group, remain within the Borrower Group (and if that

member of the Borrower Group was an Obligor immediately prior to such reorganisation being implemented, all of thebusiness and assets of that member are retained by one or more other Obligors);

(ii) if it or its assets were subject to the Security Documents immediately prior to such reorganisation, the Security Trustee

will enjoy the same or equivalent Security over the same assets, or as the case may be, over it or, where an Obligor isbeing dissolved or liquidated, its assets are passed up to its Holding Company (being a member of the Borrower Group);and

(iii) in the case of an amalgamation or merger, if such member of the Borrower Group is an Obligor, the surviving entity is an

Obligor to at least the same extent as such first mentioned Obligor immediately prior to the said amalgamation, mergeror corporate reconstruction;

(b) any incorporation of a Subsidiary, intra-Borrower Group transfer (other than one involving the Borrower, except to the extentpermitted by paragraph (e) of Clause 22.4 ( Negative pledge )) or other step taken in connection with a proposed securitisation ofthe business of the Borrower Group, (other than one involving the Borrower, except to the extent permitted by paragraph (e) ofClause 22.4 ( Negative pledge )) (or any part thereof), and/or any other refinancing where it is intended that the proceeds thereofbe used to prepay the Facilities in full, provided that, in each case, any such action would not reasonably be expected tomaterially and adversely affect the interests of the Finance Parties under the Finance Documents; or

(c) any other Reorganisation of one or more members of the Borrower Group (other than the Borrower) approved by the MajorityLenders (acting reasonably).

“ Permitted Sands Lender ” means any Affiliate of the Borrower that is permitted to make, purchase or invest in loans and has obtained allnecessary Authorisations to do so.

“ Permitted Security ” means, in relation to all assets of an Obligor:

(a) any lien arising by operation of law and in the ordinary course of business securing amounts not more than 30 days overdue (or

contested in good faith by appropriate means prior to an order being made against the person contesting such amounts, so longas reserves or other appropriate provisions, if any, required by the applicable GAAP, shall have been made for any suchcontested amounts);

(b) any conditional sale arrangement or retention of title arrangements and rights of set-off arising in the ordinary course of businesswith suppliers of goods to any Obligor;

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(c) any Security created pursuant to any Finance Document;

(d) any Security created with the consent of the Agent (acting on the instructions of the Majority Lenders);

(e) any attachment or judgment lien not constituting an Event of Default;

(f) easements, rights-of-way, avigational servitudes, restrictions, encroachments, and other defects or irregularities in title and other

similar charges or encumbrances, in each case, which either exist on the original date of this Agreement or which do not and willnot interfere in any material respect with the ordinary conduct of the business of the Borrower or any Obligor or result in amaterial diminution in the value the Charged Assets as security for the Senior Liabilities;

(g) liens arising from filing Uniform Commercial Code financing statements or the Singapore equivalent relating solely to leasespermitted by this Agreement;

(h) licenses of patents, trademarks and other intellectual property rights granted by that Obligor in the ordinary course of businessand not interfering in any material respect with the ordinary conduct of the business of any Obligor;

(i) (other than in respect of the Properties) liens to secure a stay of process in proceedings to enforce a contested liability, or

required in connection with the institution of legal proceedings or in connection with any other order or decree in any suchproceeding or in connection with any contest of any tax or other governmental charge, or deposits with a governmental agencyentitling the Borrower or any Obligor to maintain self-insurance or to participate in other specified insurance arrangements;

(j) leases or subleases, licenses or sublicenses or other types of occupancy agreements granted to third parties in accordance with

any applicable terms of this Agreement and the Security Documents and not interfering in any material respect with the ordinaryconduct of the business of the Borrower or any Obligor;

(k) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of anyreal property;

(l) statutory liens of landlords, liens of banks and rights of set-off, statutory liens of carriers, warehousemen, mechanics, repairmen,workmen and materialmen, and other liens imposed by law, in each case incurred in the ordinary course of business (A) foramounts not yet overdue, (B) for amounts that are overdue and that (in the case of any such amounts overdue for a period inexcess of 30 days) are being contested in good faith by appropriate proceedings prior to an order being made against the personcontesting such amounts so long as such reserves or other appropriate provisions, if any, as shall be required by the

44

applicable GAAP, shall have been made for any such contested amounts or (C) with respect to liens of mechanics, repairmen,workmen and materialmen, if such lien arises in the ordinary course of business, that Obligor has bonded such lien within areasonable time after becoming aware of the existence thereof;

(m) liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemploymentinsurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appealbonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations(exclusive of obligations for the payment of Financial Indebtedness), incurred in the ordinary course of business (i) for theamounts not yet overdue, (ii) for the amounts that are overdue and that (in the case of any such amounts overdue for a period inexcess of five days) are being contested in good faith by appropriate proceedings or (iii) with respect to liens of mechanics,repairmen, workmen and materialmen, if such lien arises in the ordinary course of business, and the Borrower has bonded suchlien within a reasonable time after becoming aware of the existence thereof and which may be prior to the liens granted in favourof the Finance Parties;

(n) liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connectionwith the importation of goods and which may be prior to the liens granted in favour of the Secured Parties;

(o) liens on:

(i) property acquired by any member of the Borrower Group; or

(ii) property of a person existing at the time such person became a Restricted Subsidiary, is merged into or consolidatedwith or into, or wound up into, any member of the Borrower Group,

provided that such liens were in existence prior to the consummation of, and were not entered into in contemplation of, such acquisition,merger or consolidation or winding up and do not extend to any other assets other than that acquired property or (as the case may be)those of the person acquired by, merged into or consolidated with such member of the Borrower Group or such Restricted Subsidiary;

(p) liens for taxes, assessments or governmental claims if the obligations with respect thereto are being contested in good faith byappropriate proceedings promptly instituted and diligently conducted and statutory liens for taxes not yet due and payable;

(q) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder;

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(r) liens solely on any cash earnest money deposits made by any member of the Borrower Group in connection with any letter ofintent or purchase agreement permitted under this Agreement;

(s) licenses of patents, copyrights, trademarks and other intellectual property rights granted by the members of the Borrower Group

in the ordinary course of business and not interfering in any material respect with the ordinary conduct of or materially detractingfrom the value of the business of such member of the Borrower Group;

(t) liens in favour of an Obligor, provided that where such liens are over assets subject to any Security created by the SecurityDocuments, such liens are made subject to such Security;

(u) any liens over any asset (other than the Development Agreement, the Head Lease, the Properties and the Casino Licence),provided the aggregate value of assets permitted to be secured under this paragraph (u) does not exceed S$50,000,000;

(v) in connection with any redemption or defeasance of Debt (to the extent such redemption or defeasance is permitted under theFinance Documents), liens in favour of the trustee on any amounts held in a redemption or defeasance account pursuant to atrust or similar agreement and any proceeds held in such account for the benefit of the holders of such Debt (provided that in thecase of a redemption, any such liens shall be furnished temporarily only and for the purpose of facilitating the completion of thatredemption); and

(w) any netting or set-off arrangement entered into by any member of the Borrower Group in the ordinary course of its bankingarrangements for the purpose of netting debit and credit balances.

“ Permitted Transaction (Designated Sale ) ” means any Controlled Transaction:

(a) which is designated by the Borrower as a “Permitted Transaction (Designated Sale)”;

(b) where such Controlled Transaction is wholly funded from such part of the consideration arising from a sale (the “ Designated

Sale ”) by a member of the Borrower Group of any asset the proceeds of which are not required to be paid into the PrepaymentAccount under Clause 8.5 ( Mandatory prepayment from Net Sale Proceeds ) for application in accordance with the IntercreditorAgreement (the “ Excess Net Sale Proceeds ”);

(c) where no Default is continuing or would reasonably be expected to result from such Controlled Transaction; and

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(d) the amount of which (when aggregated with the amounts of all other Controlled Transactions falling within the description of thisdefinition in respect of that Designated Sale) does not exceed:

(i) (in the case where the ratio of Debt as of the last Relevant Date falling on or before the completion date of thatDesignated Sale to Proforma Consolidated Adjusted EBITDA for the Relevant Period ending on that Relevant Date isgreater than 3.50 to 1 but less than or equal to 4.00 to 1, as evidenced by a Compliance Certificate delivered to theAgent on or before the completion date of that Designated Sale, setting out (in reasonable detail) computations as tocompliance with the above ratio) 50 per cent. of the Excess Net Sale Proceeds in respect of that Designated Sale; and

(ii) (in the case where the ratio of Debt as of the last Relevant Date falling on or before the completion date of thatDesignated Sale to Proforma Consolidated Adjusted EBITDA for the Relevant Period ending on that Relevant Date isless than or equal to 3.50 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or before thecompletion date of that Designated Sale, setting out (in reasonable detail) computations as to compliance with the aboveratio) 100 per cent. of the Excess Net Sale Proceeds in respect of that Designated Sale.

“ Permitted Transaction (Leverage Ratio) ” means any Controlled Transaction:

(a) which is designated by the Borrower as a “Permitted Transaction (Leverage Ratio)”;

(b) where no Default is continuing or would reasonably be expected to result from such Controlled Transaction; and

(c) the amount of which, when aggregated with the amounts of all other Controlled Transactions falling within the description of thisdefinition declared, paid or made in the same financial year of the Borrower, does not exceed the amount specified opposite therelevant ratio set out in the following table in which the ratio of Debt as of the end of each Relevant Period to ConsolidatedAdjusted EBITDA for such Relevant Period falls (as evidenced by a Compliance Certificate delivered to the Agent on or beforethe declaration, payment or making of a Controlled Transaction falling within the description of this definition, setting out (inreasonable detail) computations as to compliance with the below ratio):

Ratio of Debt to Consolidated

Adjusted EBITDA Amount Lower than or equal to 3.50 to 1 Unlimited

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Ratio of Debt to Consolidated

Adjusted EBITDA Amount Higher than 3.50 to 1

but lower than or equal to 4.00 to 1 S$500,000,000 Higher than 4.00 to 1 Nil

“ Permitted Transaction (Miscellaneous) ” means any Controlled Transaction:

(a) which is designated by the Borrower as a “Permitted Transaction (Miscellaneous)”;

(b) where no Default is continuing or would reasonably be expected to result from such Controlled Transaction; and

(c) where the amount of such Controlled Transaction, when aggregated with the amounts of all other Controlled Transactions falling

within the description of this definition does not exceed S$5,000,000 (or its equivalent in another currency or currencies) in anyfinancial year of the Borrower.

“ Prepayment Account ” means a Singapore Dollar denominated account of the Borrower with the principal Singapore offices of theSecurity Trustee which is, or will be, the subject of a Debenture and designated as a “Prepayment Account” by the Borrower and the Agent.

“ Proforma Consolidated Adjusted EBITDA ” means:

(a) for the purpose of Clause 8.5 ( Mandatory prepayment from Net Sale Proceeds ) in relation to any Exempt Disposal, the

Consolidated Adjusted EBITDA for the Relevant Period ending on the last Relevant Date falling on or before the completion dateof such Exempt Disposal, less (or, if negative, plus) such part of the Consolidated Adjusted EBITDA for that Relevant Periodattributable to the asset which is the subject matter of that Exempt Disposal; and

(b) for the purpose of the definition of “Permitted Transaction (Designated Sale)”, in relation to any Designated Sale, the

Consolidated Adjusted EBITDA for the Relevant Period ending on the last Relevant Date falling on or before the completion dateof such Designated Sale, less (or, if negative, plus) such part of the Consolidated Adjusted EBITDA for that Relevant Periodattributable to the asset which is the subject matter of that Designated Sale.

“ Properties ” means the properties set out in Schedule 8 ( Properties ).

“ Purchase Money Indebtedness ” means any Financial Indebtedness (including, subject to the proviso in paragraph (d) of the definition of“Financial Indebtedness”, any indebtedness for or in respect of any lease or hire purchase contract which would, in

48

accordance with GAAP, be treated as a finance or capital lease) incurred or to be incurred by the Borrower or any Obligor:


(i) financing its acquisition or lease of any asset including without limitation, any automobile, equipment or machinery;and/or


(b) which, when aggregated with all Financial Indebtedness described in this definition then outstanding, does not exceedS$30,000,000 (or its equivalent in any other currency or currencies);


(d) a reasonable summary of which (and any applicable Purchase Money Security) will be supplied to the Agent within ten BusinessDays of the Borrower or that Obligor incurring (or being contractually entitled to incur) such Financial Indebtedness.

“ Purchase Money Security ” means any Security created or to be created by the Borrower or any Obligor over or affecting any assetdescribed in paragraph (a)(i) of the definition of “Purchase Money Indebtedness” where:

(a) the purpose of such Security is to secure the Purchase Money Indebtedness incurred by the Borrower or that Obligor to acquire(or refinance the acquisition of) such asset;

(b) the beneficiary of such Security has no right of recovery for any such Purchase Money Indebtedness against any TransactionSecurity; and

(c) a reasonable summary of which will be supplied to the Agent within ten Business Days of the Borrower or that Obligor incurringthat Purchase Money Indebtedness.

“ Quantum Notice ” means a Proceeds Quantum Notice or a Borrowings (Permitted Refinancing Indebtedness) Quantum Notice, each asdefined in the Intercreditor Agreement.

“ Quotation Day ” means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day ofthat period.

“ Redemption ” has the meaning given to it in Clause 22.13 ( Restricted payments ).

“ Reference Banks ” means the principal Singapore offices of DBS Bank Ltd., Malayan Banking Berhad, Oversea-Chinese BankingCorporation Limited and United Overseas Bank Limited, or such other banks as may be appointed by the Agent in consultation with theBorrower.

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“ Relevant Date ” means the last day of each Accounting Quarter.

“ Relevant Debt ” means Debt, excluding any Guarantee of any Permitted Aircraft/Watercraft Indebtedness (other than the amount of anyclaim or demand made on such Guarantee).

“ Relevant Net Sale Proceeds ” has the meaning given to it in Clause 8.5 ( Mandatory prepayment from Net Sale Proceeds ).

“ Relevant Period ” means in the case of Consolidated Adjusted EBITDA, Consolidated Total Interest Expense and Proforma ConsolidatedAdjusted EBITDA, each period of four rolling Accounting Quarters ending on the applicable Relevant Date.

“ Repeating Representations ” means:

(a) each of the representations set out in Clauses 19.1 ( Status ) to 19.4 ( Power and authority ), 19.6 ( Governing law and

enforcement ), paragraph (a) of 19.8 ( No default ), paragraph (a) of 19.9 ( No misleading information ), 19.10 ( Financialstatements ) (other than paragraph (c) thereof) to 19.18 ( Environmental releases ), 19.20 ( Governmental Regulation ), and19.21 ( Material Adverse Effect ); and

(b) each of the representations expressed to be a repeating representation under the terms of any other Finance Document.

“ Restricted Person ” means:

(a) any person that owns or operates a casino located in Singapore, Macau, the United Kingdom, the States of Nevada or NewJersey or Michigan, or the Commonwealths of Massachusetts or Pennsylvania, or any other jurisdiction in which the Sponsor orany of its Subsidiaries has obtained or applied for a gaming licence (or is an Affiliate of such a person); provided that a passiveinvestment constituting less than ten per cent. of the common stock of any such casino shall not constitute ownership thereof forthe purposes of this definition;

(b) any person that owns or operates a convention, trade show, conference center or exhibition facility in Singapore, Macau, theUnited Kingdom, Las Vegas, Nevada or Clark County, Nevada, the State of New Jersey or Michigan or the Commonwealths ofMassachusetts or Pennsylvania, or any other jurisdiction in which the Sponsor or any of its Subsidiaries owns, operates or isdeveloping a convention, trade show, conference center or exhibition facility (or an Affiliate of such a person); provided that apassive investment constituting less than ten per cent. of the common stock of any such convention or trade show facility shallnot constitute ownership for the purpose of this definition;

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(c) any union pension fund or Affiliate thereof; provided that any intermingled fund or managed account which has as part of its

assets under management the assets of a union pension fund shall not be disqualified from being an Eligible Lender hereunderso long as the manager of such fund is not controlled by a union or a union does not own ten per cent. or more of the assets ofsuch fund; or

(d) any person denied approval or licence, or found unsuitable to be given such approval or licence, under the gaming laws and the

rules and regulations of the gaming authorities in Singapore, Macau, the United Kingdom, the States of Nevada or New Jersey orthe Commonwealths of Massachusetts or Pennsylvania or any other applicable jurisdiction.

“ Restricted Subsidiary ” means a Subsidiary of the Borrower that is not an Excluded Subsidiary, whether existing on the original date ofthis Agreement or subsequently formed or acquired.

“ Restricted Subsidiary Debenture ” means a fixed and floating charge security document between a Restricted Subsidiary and theSecurity Trustee in respect of the assets of that Restricted Subsidiary (but excluding any assets comprising capital stock or other equityinterests owned by such Restricted Subsidiary and other assets that the Majority Lenders may agree (acting reasonably) to exclude), inform and substance reasonably satisfactory to the Agent.

“ Restricted Subsidiary Offshore Collection Account Security Document ” means each security document (other than a RestrictedSubsidiary Debenture) executed by a Restricted Subsidiary as Security over an Offshore Collection Account required to be charged infavour of the Security Trustee in accordance with Clause 22.10 ( Accounts ).

“ Retail Properties ” means the Marina Bay Sands Shoppes, an enclosed air conditioned area located within the Integrated Resort low risebuildings occupying Basement 2, Basement 1, B2 Mezzanine and Level 1 consisting of several hundred retail outlets with accompanyingfood precinct, ticketed attractions and public thoroughfares, together with any other retail areas, restaurant areas, ticketed attractions andrelated facilities located within the Integrated Resort.

“ Rollover Termination Event ” means an Acceleration Date occurs.

“ RP/CP Hivedown Refinancing Indebtedness ” means Financial Indebtedness incurred or to be incurred by the Borrower or anyRestricted Subsidiary (other than Permitted Refinancing Indebtedness):

(a) which is designated by the Borrower as “RP/CP Hivedown Refinancing Indebtedness”;

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(b) for the purpose of:

(i) refinancing the Senior Liabilities (other than Facility B), the Secured Incremental Liabilities and/or the Secured PermittedRefinancing Liabilities (in each case, in whole or in part); and/or


(c) where, not later than five Business Days before the date that the Financial Indebtedness is to be incurred, the Borrower deliversto the Agent:

(i) details of such Financial Indebtedness; and

(ii) the estimated amount of the Senior Liabilities (other than Facility B), the Secured Incremental Liabilities and/or theSecured Permitted Refinancing Liabilities (and the date on which they are expected) to be refinanced;


(e) where the Head Lessor and the relevant Governmental Agencies have approved such refinancing and the issue of separate title

(whether strata or otherwise) for the Retail Properties (or the relevant portion thereof) and/or Car Park (or the relevant portionthereof), as applicable, in a manner that the Agent is reasonably satisfied will not materially and adversely affect the interests ofthe Lenders (taken as a whole); and

(f) where the relevant portion of the proceeds from such Financial Indebtedness will be paid directly to the Security Trustee andapplied in accordance with Clause 2 ( Mandatory prepayment ) of the Intercreditor Agreement.

“ RP/CP Hivedown Refinancing Indebtedness Creditor ” means a creditor (including any agent or trustee on its behalf) of the Borroweror any other Obligor in respect of any RP/CP Hivedown Refinancing Indebtedness.

“ RP/CP Hivedown Security ” means any Security created or to be created by the Borrower or any Restricted Subsidiary over or affectingthe Retail Properties (or the relevant portion thereof) and/or the Car Park (or the relevant portion thereof) which are or will be the subject ofa RP/CP Hivedown Refinancing Indebtedness, where:

(a) the purpose of such Security is to secure the RP/CP Hivedown Refinancing Indebtedness incurred by the Borrower or any otherObligor in relation to the Retail Properties (or the relevant portion thereof) and/or the Car Park (or the relevant portion thereof);

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(b) the Agent is reasonably satisfied that the part of the Retail Properties and/or the Car Park, if any, that continues to be financed bythe Facilities, shall remain subject to the Security created by the relevant Security Documents;

(c) the Agent is reasonably satisfied that all the other Properties (other than the Retail Properties (or the relevant portion thereof)

and/or Car Park (or the relevant portion thereof) subject to the RP/CP Hivedown Refinancing Indebtedness) shall remain subjectto the Security created by the relevant Security Documents; and

(d) details (reasonably satisfactory to the Agent) of which have been supplied to the Agent.

“ Sands FinCo ” means the Subsidiary of the Sponsor which the Borrower has designated to the Agent as the “Sands FinCo”.

“ Screen Rate ” means the rate per annum (expressed as a percentage) for the relevant period appearing under the caption“ASSOCIATION OF BANKS IN SINGAPORE TRADE-BASED BENCHMARKS” and the column headed “SGD SOR RATES AS OF 11:00HRS LONDON TIME” on the page “ABSFIX01” of the Reuters Monitor Money Rates Services (or such other page as may replace that pagefor the purpose of displaying the swap offer rates of leading reference banks). If the agreed page is replaced or service ceases to beavailable, the Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower and theLenders.

“ Second Amendment and Restatement Agreement ” means the second amendment and restatement agreement dated 19 March 2018and made between the Borrower, the Lenders, the Agent and the Security Trustee, in relation to this Agreement.

“ Second Effective Date ” has the meaning given to it in Clause 3 ( Second Effective Date ) of the Second Amendment and RestatementAgreement.

“ Second Intercreditor Agreement Amendment and Restatement Agreement ” means the second intercreditor agreement amendmentand restatement agreement dated 19 March 2018 and made between the Borrower, the Lenders, the Agent and the Security Trustee, inrelation to the Intercreditor Agreement.

“ Secured Documents ” means the Finance Documents, the Hedging Documents, the Secured Incremental Indebtedness Documents, theSecured Mezzanine Indebtedness Documents and the Secured Permitted Refinancing Indebtedness Documents.

“ Secured Incremental Indebtedness ” means any Incremental Indebtedness which is secured by the Transaction Security in accordancewith the provisions of the definition of “Incremental Indebtedness”.

“ Secured Incremental Indebtedness Creditor ” means an Incremental Indebtedness Creditor which accedes as a Secured IncrementalIndebtedness Creditor to the Intercreditor Agreement in accordance with the terms thereof.

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“ Secured Incremental Indebtedness Document ” means any facility agreement, credit agreement, indenture, note purchase agreementor other document relating to, constituting or otherwise evidencing any Secured Incremental Indebtedness.

“ Secured Incremental Liabilities ” means all present and future moneys, debts and liabilities due, owing or incurred by the Borrower orany Obligor to any Secured Incremental Indebtedness Creditor which constitute Secured Incremental Indebtedness (in each case, whetheralone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety orotherwise).

“ Secured Mezzanine Indebtedness ” means any Mezzanine Indebtedness which is secured by the Transaction Security in accordancewith the provisions of the definition of “Mezzanine Indebtedness”.

“ Secured Mezzanine Indebtedness Creditor ” means a Mezzanine Indebtedness Creditor which accedes as a Secured MezzanineIndebtedness Creditor to the Intercreditor Agreement in accordance with the terms thereof.

“ Secured Mezzanine Indebtedness Document ” means any facility agreement, credit agreement, indenture, note purchase agreement orother document relating to, constituting or otherwise evidencing any Secured Mezzanine Indebtedness.

“ Secured Mezzanine Liabilities ” means all present and future moneys, debts and liabilities due, owing or incurred by the Borrower or anyother Obligor to any Secured Mezzanine Indebtedness Creditor which constitute Secured Mezzanine Indebtedness (in each case, whetheralone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety orotherwise).

“ Secured Party ” means a Finance Party, a Hedging Bank, a Secured Incremental Indebtedness Creditor, a Secured MezzanineIndebtedness Creditor or a Secured Permitted Refinancing Indebtedness Creditor.

“ Secured Permitted Refinancing Indebtedness ” means any Permitted Refinancing Indebtedness which is secured by the TransactionSecurity in accordance with the provisions of the definition of “Permitted Refinancing Indebtedness”.

“ Secured Permitted Refinancing Indebtedness Creditor ” means a Permitted Refinancing Indebtedness Creditor which accedes as aSecured Permitted Refinancing Indebtedness Creditor to the Intercreditor Agreement in accordance with the terms thereof.

“ Secured Permitted Refinancing Document ” means any facility agreement, credit agreement, indenture, note purchase agreement orother document relating to, constituting or otherwise evidencing any Secured Permitted Refinancing Indebtedness.

“ Secured Permitted Refinancing Liabilities ” means all present and future moneys, debts and liabilities due, owing or incurred by theBorrower or any other Obligor to any Secured Permitted Refinancing Indebtedness Creditor which constitute Secured Permitted

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Refinancing Indebtedness (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually orcontingently and whether as principal, surety or otherwise).

“ Security ” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreementor arrangement having a similar effect.

“ Security Documents ” means the Assignment of Development Agreement, the Assignment of Insurances, the Assignment of Proceeds,the Debenture, the Intercreditor Agreement, the Mortgage, each Borrower Offshore Collection Account Security Document, each RestrictedSubsidiary Debenture, each Restricted Subsidiary Offshore Collection Account Security Document, the Second Intercreditor AgreementAmendment and Restatement Agreement, each Subordination Agreement, each Supplemental Security Document and any other Securityor other document that may at any time be given as Security for any of the Senior Liabilities pursuant to or in connection with any FinanceDocument.

“ Selection Notice ” means a notice substantially in the form set out in Part II of Schedule 3 ( Requests ) given in accordance with Clause10 ( Interest Periods ) in relation to Facility A or Facility C.

“ Senior Liabilities ” means all present and future moneys, debts and liabilities due, owing or incurred by the Obligors to any Finance Partyunder or in connection with any Finance Document (in each case, whether alone or jointly, or jointly and severally, with any other person,whether actually or contingently and whether as principal, surety or otherwise).

“ Singapore Dollars ” or “ S$ ” means the lawful currency of Singapore.

“ Specified Time ” means a time determined in accordance with Schedule 10 ( Timetables ).

“ Sponsor ” means Las Vegas Sands Corp., corporate identification number C21244-2004, a corporation incorporated under the laws of theState of Nevada, United States of America.

“ Sponsor Group ” means the Sponsor and its Subsidiaries for the time being.

“ Sterling ” or “ £ ” means the lawful currency of the United Kingdom.

“ Subordinated Creditor ” means an External Subordinated Creditor or an Internal Subordinated Creditor.

“ Subordinated Debt ” means Internal Subordinated Debt or External Subordinated Debt.

“ Subordinated Payment ” has the meaning given to it in Clause 22.13 ( Restricted payments ) .

“ Subordination Agreement ” means an External Subordination Agreement or an Internal Subordination Agreement.

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“ Subsidiary ” means, in relation to any company or corporation (a “ holding company ”), a company or corporation:

(a) which is controlled, directly or indirectly, by the holding company;

(b) more than half the issued share capital of which is beneficially owned, directly or indirectly, by the holding company; or

(c) which is a Subsidiary of another Subsidiary of the holding company,

and, for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is ableto determine the composition of the majority of its board of directors or equivalent body.

“ Supplemental Agreement ” means the supplemental agreement dated 11 December 2009 made between the Head Lessor and theBorrower which amends, modifies and supplements the Development Agreement.

“ Supplemental Assignment of Developmental Agreement ” means a supplemental assignment of development agreement securitydocument between the Borrower and the Security Trustee, in relation to the Assignment of Development Agreement.

“ Supplemental Assignment of Insurances ” means a supplemental assignment of insurances security document between the Borrowerand the Security Trustee, in relation to the Assignment of Insurances.

“ Supplemental Assignment of Proceeds ” means a supplemental assignment of proceeds security document between the Borrower andthe Security Trustee, in relation to the Assignment of Proceeds.

“ Supplemental Debenture ” means a supplemental fixed and floating charge security document between the Borrower and the SecurityTrustee, in relation to the Debenture.

“ Supplemental Security Documents ” means the Supplemental Assignment of Development Agreement, the Supplemental Assignmentof Insurances, the Supplemental Assignment of Proceeds, the Supplemental Debenture and the Intercreditor Agreement Amendment andRestatement Agreement.

“ SWAP Rate ” means, in relation to any Loan or Unpaid Sum:

(a) the applicable Screen Rate as of the Specified Time (or such other time as may be market practice in the Singapore interbank

market) on the Quotation Day for the displaying of the swap offer rate for a period comparable to the Interest Period for that Loanor Unpaid Sum (or, in respect of any Interest Period of a two-Month duration, the rate determined through the use of linearinterpolation by reference to two rates, one of which shall be the Screen Rate as of the Specified Time on the

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Quotation Day for the displaying of the swap offer rate for a one-Month period and the other of which shall be the Screen Rate asof the Specified Time on the Quotation Day for displaying of the swap offer rate for a three-Months period);

(b) (if no Screen Rate is available for the Interest Period for that Loan or Unpaid Sum) any substitute rate announced by theAdministrator by the Specified Time on the Quotation Day as the swap offer rate for a period comparable to the Interest Period forthat Loan (or, in respect of any Interest Period of a two-Month duration, the rate determined through the use of linear interpolationby reference to two rates, one of which shall be the substitute rate announced by the Administrator as of the Specified Time onthe Quotation Day for the displaying of the swap offer rate for a one-Month period and the other of which shall be the substituterate announced by the Administrator as of the Specified Time on the Quotation Day for displaying of the swap offer rate for athree-Months period); or

(c) (if no such substitute rate for the Interest Period for that Loan or Unpaid Sum is announced or the Screen Rate for the InterestPeriod for that Loan or Unpaid Sum is zero or negative) the arithmetic mean of the rates (rounded upwards to four decimalplaces), as supplied to the Agent at its request, quoted by the Reference Bank(s) to leading banks in the Singapore interbankmarket to be the swap offer rate for that Interest Period relating to that Loan or Unpaid Sum at or as soon as reasonablypracticable after the Specified Time on the Quotation Day.

“ Tax ” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable inconnection with any failure to pay or any delay in paying any of the same).

“ Tax Deduction ” has the meaning given to such term in Clause 13.1 ( Tax definitions ).

“ Term Facility ” means Facility A or Facility C.

“ Term Facility Lender ” means a Facility A Lender or a Facility C Lender.

“ Term Loan ” means a Facility A Loan or a Facility C Loan.

“ Termination Date ” means:

(a) (in relation to Facility A) the Facility A Termination Date;

(b) (in relation to Facility B) the Facility B Termination Date; or

(c) (in relation to Facility C) the earlier of the final maturity date set out in the applicable Increase Confirmation and the Facility CLongstop Termination Date.

“ Total Ancillary Commitments ” means the aggregate of the Ancillary Commitments.

“ Total Ancillary Limit ” means S$100,000,000 or, if less, the Total Facility B Commitments.

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“ Total Commitments ” means the aggregate of the Total Facility A Commitments, the Total Facility B Commitments, the Total Facility CCommitments and the Total Ancillary Commitments, being S$5,100,000,000 at the original date of this Agreement.

“ Total Facility A Commitments ” means the aggregate of the Facility A Commitments, being S$4,600,000,000 at the original date of thisAgreement.

“ Total Facility B Commitments ” means the aggregate of the Facility B Commitments, being S$500,000,000 at the original date of thisAgreement.

“ Total Facility C Commitments ” means, subject to any increase in Facility C under Clause 2.3 ( Accordion Feature – Increase in FacilityC ) the aggregate of the Facility C Commitments, being nought at the original date of this Agreement.

“ Transaction Documents ” means the Finance Documents and the Commercial Documents.

“ Transaction Security ” means the Security created or evidenced or expressed to be created or evidenced under or pursuant to theSecurity Documents.

“ Transfer Certificate ” means a certificate substantially in the form set out in Schedule 4 ( Form of Transfer Certificate ) or any other formagreed between the Agent and the Borrower.

“ Transfer Date ” means, in relation to an assignment or a transfer, the later of:

(a) the proposed Transfer Date specified in the relevant Transfer Certificate; and

(b) the date on which the Agent executes the relevant Transfer Certificate.

“ Unpaid Sum ” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“ US Dollars ” or “ US$ ” means the lawful currency of the United States of America.

“ Utilisation ” means a Loan or a utilisation under an Ancillary Facility.

“ Utilisation Date ” means the date on which a Loan is, or is to be, made.

“ Utilisation Request ” means a notice substantially in the form set out in Part I of Schedule 3 ( Utilisation Request ).

“ Valuation Report ” means in relation to the Properties (or any part of the Properties), a full valuation report (or in relation to Clause 20.11( Valuation Reports ), a valuation report substantially in the form of the valuation report to be provided pursuant to item 6(e) of Part I ofSchedule 2 ( Conditions Precedent to Initial Utilisation )) carried at the cost and expense of the Borrower, specifying “as is” value of theProperties (or that part of the Properties), carried out by an Approved Valuer in accordance with standards and practices for the time beingaccepted in the professional valuer’s profession in Singapore, such valuation to be addressed to the Agent (as Agent for the Lenders).

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1.2 Construction

(a) Unless a contrary indication appears, any reference in this Agreement to:

(i) any “ Administrative Party ”, any “ Ancillary Lender ”, the “ Agent ”, the “ Arranger ”, the “ Borrower ”, any “ Finance Party ”,

any “ Hedging Bank ”, any “ HoldCo ”, any “ Lender ”, any “ Obligor ”, any “ Party ”, any “ Secured Party ”, the “ SecurityTrustee ” or the “ Sponsor ” shall be construed so as to include its successors in title, permitted assigns and permittedtransferees;

(ii) “ assets ” includes present and future properties, revenues and rights of every description;

(iii) the Borrower providing “ cash cover ” for a contingent liability under a Secured Document, means the Borrower paying an

amount in the currency of the contingent liability (as the case may be) to an interest-bearing deposit account in the name of theBorrower (with interest accruing to the benefit of the Borrower) and the following conditions are met:

(A) the account is with the Security Trustee or, in relation to a Secured Document, the relevant Secured Party;

(B) where the amount is being provided pursuant to paragraph (a) of Clause 21.2 ( Rectification ), withdrawals from theaccount may only be made pursuant to paragraph (b) of Clause 21.2 ( Rectification ) and in every other case,withdrawals from the account may only be made to pay the relevant Secured Parties amounts due and payable to themunder that Secured Document in respect of the relevant contingent liability until no amount is or may becomeoutstanding under that Secured Document; and

(C) if the Security Trustee or the relevant Secured Parties requires, the Borrower has executed a security document over

that account, in form and substance reasonably satisfactory to the Security Trustee or (as the case may be) the relevantSecured Party with which that account is held, creating a first ranking security interest over that account;

(iv) any document being “ certified ” by the Borrower or to any “ certificate ” of the Borrower, means certification by a director,

authorised officer, authorised signatory or (to the extent that he or she is authorised by the Borrower to give such certification) thecompany secretary of the Borrower;

(v) “ documented ” in relation to costs and expenses, means the reasonable itemisation of such costs and expenses;

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(vi) the “ equivalent ” in any currency (the “ first currency ”) of any amount in another currency (the “ second currency ”) shall beconstrued as a reference to the amount in the first currency which could be purchased with that amount in the second currency atthe Agent’s spot rate of exchange for the purchase of the first currency with the second currency in the Singapore foreignexchange market at or about 11:00 a.m. on the applicable day (or at or about such time and on such date as the Agent may fromtime to time reasonably determine to be appropriate in the circumstances);

(vii) “ including ” shall be construed as “including without limitation” (and cognate expressions shall be construed similarly);

(viii) “ indebtedness ” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money,whether present or future, actual or contingent;

(ix) a Lender’s “ participation ” in a Loan or Unpaid Sum includes an amount (in the currency of such Loan or Unpaid Sum)

representing the fraction or portion (attributable to such Lender by virtue of the provisions of this Agreement) of the total amountof such Loan or Unpaid Sum and the Lender’s rights under this Agreement in respect thereof;

(x) a “ person ” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust,joint venture, consortium or partnership (whether or not having separate legal personality), or two or more of the foregoing;

(xi) a “ regulation ” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any

governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority ororganisation;

(xii) the Borrower “ repaying ” or “ prepaying ” any guarantee, documentary credit facility or hedging facility means:

(A) the Borrower providing cash cover for that facility;

(B) the maximum amount payable under that facility being reduced or cancelled in accordance with its terms; or

(C) the provider of that facility being reasonably satisfied that such facility has been released, cancelled, terminated orotherwise secured to its satisfaction and such provider has no further liability under that facility,

and the amount by which that facility is repaid or prepaid under sub-paragraphs (xii)(A) and (xii)(B) above is the amount of the relevantcash cover or reduction;

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(xiii) “ shares ” or “ share capital ” includes equivalent ownership interests (and “ shareholder ” and similar expressions shall beconstrued accordingly);

(xiv) a “ Transaction Document ” or any other agreement or instrument is a reference to that Transaction Document or otheragreement or instrument as amended, novated, supplemented, extended, restated (however fundamentally and whether or notmore onerous, and in the case of the Development Agreement or the Head Lease, shall include any written approval orunderstanding received by the Borrower from the Head Lessor that has the practical effect of amending or varying the terms ofthe Development Agreement or the Head Lease) or replaced and includes any change in the purpose of, any extension of or anyincrease in any facility or the addition of any new facility under any Transaction Document or other agreement or instrument;

(xv) a utilisation made or to be made by the Borrower or borrowed by the Borrower under an Ancillary Facility, includes anyguarantee, bond or letter of credit issued on its behalf under that Ancillary Facility;

(xvi) an Ancillary Lender funding a utilisation under an Ancillary Facility includes an Ancillary Lender issuing a guarantee, bond or letterof credit under an Ancillary Facility;

(xvii) amounts outstanding under this Agreement include amounts outstanding under any Ancillary Facility;

(xviii) an outstanding amount of an Ancillary Facility at any time is the maximum amount that is or may be payable by the Borrower inrespect of that Ancillary Facility at that time;

(xix) a provision of law is a reference to that provision as amended or re-enacted; and

(xx) a time of day is a reference to Singapore time.

(b) Section, Clause and Schedule headings are for ease of reference only.

(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with anyFinance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d) A Default (including an Event of Default) is “ continuing ” if it has not been remedied or waived.

1.3 Third party rights

(a) Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under the Contracts (Rights of ThirdParties) Act, Chapter 53B of Singapore to enforce or to enjoy the benefit of any term of this Agreement.

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(b) Notwithstanding any term of this Agreement, the consent of any person who is not a Party is not required for any variation (including any

release or compromise of any liability under) or termination of this Agreement at any time.

1.4 Eligible Lender

Each Original Lender confirms to the Borrower that, on the original date of this Agreement, it is an Eligible Lender.

2. The Facilities

2.1 The Facilities

Subject to the terms of this Agreement:

(a) the Facility A Lenders make available to the Borrower a term loan facility in Singapore Dollars in an aggregate amount equal tothe Total Facility A Commitments;

(b) the Facility B Lenders make available to the Borrower a revolving credit facility in Singapore Dollars in an aggregate amount

equal to the Total Facility B Commitments (parts of which may, from time to time and in an aggregate amount at any time up tothe Total Ancillary Limit, be designated as Ancillary Facilities); and

(c) (subject to Clause 2.3 ( Accordion Feature – Increase in Facility C )) the Facility C Lenders make available to the Borrower a termloan facility in Singapore Dollars in an aggregate amount equal to the Total Facility C Commitments.

2.2 Finance Parties’ rights and obligations

(a) The obligations of the Finance Parties under the Finance Documents are several. Failure by a Finance Party to perform its obligationsunder the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party isresponsible for the obligations of any other Finance Party under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debtarising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a FinanceParty shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owingto that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by anObligor which relates to a Finance Party’s participation in a Facility or its role under a Finance Document (including any such amountpayable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

(c) A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection withthe Finance Documents.

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2.3 Accordion Feature – Increase in Facility C

(a) Subject to this Clause 2.3, during the Accordion Period, the Borrower may by written notice to the Agent request that the Total Facility CCommitments be increased (and the Total Facility C Commitments shall be so increased) as follows:

(i) the increased Facility C Commitments will be assumed by:

(A) one or more Lenders; or

(B) any other person which is an Eligible Lender,

(each an “ Increase Lender ”) selected by the Borrower and each of which has confirmed its willingness to assume and does assume suchpart of the increased Facility C Commitments which it is to assume;

(ii) that Increase Lender shall become a Party as a “Facility C Lender” and:

(A) each of the Obligors and that Increase Lender shall assume obligations towards one another and/or acquire rightsagainst one another; and

(B) each of the other Finance Parties and that Increase Lender shall assume obligations towards one another and acquirerights against one another,

in each case, in accordance with the provisions of the Finance Documents;

(iii) the Commitments of the other Lenders then subsisting shall continue in full force and effect;

(iv) any increase in the Total Facility C Commitments shall take effect on the date specified by the Borrower in the IncreaseConfirmation or any later date on which the conditions set out in paragraph (b) below are satisfied (the “ Establishment Date ”);

(v) any such increase constituting Available Facility in respect of Facility C shall be available for drawing by the Borrower for the

period from and including its Establishment Date to and including the date which is 60 days after that date in accordance with thisAgreement, and any part of that Available Facility which is undrawn at the close of business in Singapore on the last day of thatperiod shall be automatically cancelled;

(vi) (A) the Margin applicable to any Facility C Loan borrowed (or to be borrowed) under any such increase shall be the applicable

percentage(s) per annum and (B) the fees applicable to any Facility C Loan borrowed (or to be borrowed) under any suchincrease shall be the applicable amount(s) or percentage(s), in each case as agreed between the Borrower and the relevantIncrease Lenders to which that Loan relates, as set out in the relevant Increase Confirmation;

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(vii) the repayment schedule applicable to any Facility C Loan borrowed (or to be borrowed) under any such increase shall be as

agreed between the Borrower and the relevant Increase Lenders to which that Loan relates, as set out in the relevant IncreaseConfirmation provided that such repayment schedule shall comply with Clause 7.3 ( Repayment of Facility C Loans );

(viii) (to the extent different from those contained in the Finance Documents) the terms relating to mandatory prepayment applicable toany Facility C Loan borrowed (or to be borrowed) under any such increase shall be as agreed between the Borrower and therelevant Increase Lenders to which that Loan relates, as set out in the relevant Increase Confirmation provided that those termsshall not be more favourable to the relevant Increase Lenders than those for the benefit of the Facility A Lenders as contained inthe Finance Documents); and

(ix) each Increase Confirmation may, without the consent of any Lender (other than the Increase Lenders to which that IncreaseConfirmation relates), effect such amendments to this Agreement and the other Finance Documents:

(A) which are of a technical nature; or

(B) which do not directly affect any Lender (other than the Increase Lenders to which that Increase Confirmation relates),

as, in the reasonable opinion of the Agent, may be necessary or appropriate for giving full effect to the provisions of this Clause 2.3.

(b) An increase in the Total Facility C Commitments will only be effective on:

(i) the receipt by the Agent of a certificate signed by a director or chief financial officer of the Borrower and each Guarantor,certifying that such increase shall not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded;

(ii) the execution by the Agent and the Borrower of an Increase Confirmation from the relevant Increase Lender in compliance withthe provisions of this Agreement (including, without limitation, Clause 7.3 ( Repayment of Facility C Loans )); and

(iii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase:

(A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement;and

(B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws

and regulations in relation to the assumption of the increased Facility C Commitments by that Increase Lender, thecompletion of which the Agent shall promptly notify to the Borrower and the Increase Lender, provided that no Default iscontinuing or would reasonably be expected to result from such increase.

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(c) The Total Facility C Commitments shall not, at any time, exceed S$1,000,000,000 (or its equivalent in another currency or currencies).

(d) An increase in the Total Facility C Commitments under this Clause 2.3 may only take place when the Available Facility in respect of FacilityC is, at that time, zero.

(e) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority toexecute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordancewith this Agreement on or prior to the date on which the increase becomes effective.

(f) Clause 24.4 ( Limitation of responsibility of Existing Lenders ) shall apply mutatis mutandis in this Clause 2.3 in relation to an IncreaseLender as if references in that Clause to:

(i) an “ Existing Lender ” were references to all the Lenders immediately prior to the relevant increase;

(ii) the “ New Lender ” were references to that “ Increase Lender ”; and

(iii) a “ re-transfer ” were references to respectively a “ transfer ”.

(g) For the avoidance of doubt, the existing Lenders may (but shall not be obliged to) participate in any increase in the Total Facility CCommitments under this Clause 2.3.

2.4 Non-Funding Lender

(a) A Non-Funding Lender (for as long it is a Non-Funding Lender) shall not be entitled to:

(i) receive any commitment fee under Clause 12.1 ( Commitment fee ) in respect of its Available Commitment under Facility B forany day on which it is a Non-Funding Lender; or

(ii) vote as a Lender, a Finance Party or a Secured Party for the purposes of the Finance Documents and shall not be polled (or its

interests taken into consideration) by the Agent or the Security Trustee, and its vote shall instead be exercised by the otherLenders on a pro rata basis (except, in relation to its participation in any outstanding Loans, an amendment or waiver described inparagraphs (a)(iii), (a)(iv), (a)(v) or (a)(vii) of Clause 36.2 ( Exceptions )) until :

(A) that Non-Funding Lender makes available its Non-Funding Lender Amount to the Borrower (which shall be promptlyaccepted by the Borrower); or

(B) another Lender or Lenders agree to accept a transfer of the Non-Funding Lender Amount pursuant to Clause 8.11 (Right of replacement of a single Lender ).

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(b) Subject to the provisions of the Intercreditor Agreement, any payment of principal, interest, fees or other amounts received by the Agent for

the account of a Non-Funding Lender (for as long as it is a Non-Funding Lender) other than pursuant to Clause 23.17 ( Acceleration ), shallbe applied at such time or times as may be reasonably determined by the Agent in the following order:

(i) first , in or towards payment of any unpaid fees, costs and expenses of any Administrative Party under the Finance Documents;

(ii) second , where no Event of Default is continuing, if requested by the Borrower, to make available any Loan or any participation in

any Utilisation in respect of which that Non-Funding Lender has failed to make available its portion thereof as required by thisAgreement;

(iii) third , if so agreed by the Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to

satisfy obligations of that Non-Funding Lender to make available any future Loans or participation in any Utilisation under thisAgreement;

(iv) fourth , to the payment of any amounts owing to the Lenders (other than a Non-Funding Lender);

(v) fifth , where no Event of Default is continuing, to the payment of any amounts owing to the Borrower as a result of any judgment

of a court of competent jurisdiction obtained by the Borrower against that Non-Funding Lender as a result of that Non-FundingLender’s breach of its obligations under this Agreement; and

(vi) sixth , to that Non-Funding Lender or as otherwise directed by a court of competent jurisdiction,

provided that if:

(A) such payment is a repayment of the principal amount of any Loan in respect of which that Non-Funding Lender has notfunded all or any part of its appropriate participation; and

(B) such Loan was made when the conditions set out in Clause 4 ( Conditions of Utilisation ) have been satisfied or waived,

such payment shall be applied solely to repay the participations of all Lenders (other than that Non-Funding Lender) which participated inthat Loan on a pro rata basis prior to being applied to the repayment of that Non-Funding Lender’s participation (if any) in that Loan. Anypayments, prepayments or other amounts paid or payable to a Non-Funding Lender that are applied (or held) to pay amounts owed by aNon-Funding Lender in accordance with this paragraph (b) shall be deemed paid to and redirected by that Non-Funding Lender, and eachLender irrevocably consents hereto.

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(c) Nothing in this Clause 2.4 shall affect any other obligations of the Borrower to the Finance Parties (or any of them) under the Finance

Documents.

(d) The rights and remedies of the Borrower against a Non-Funding Lender under this Clause 2.4 are in addition to any other rights or remediesthat the Borrower may have against that Non-Funding Lender with respect to its Non-Funding Lender Amount.

2.5 Borrower as Obligors’ agent

Each Obligor (other than the Borrower):

(a) irrevocably authorises the Borrower to act on its behalf as its agent in relation to the Finance Documents, including:

(i) to give and receive as agent on its behalf all notices, consents and instructions;

(ii) to sign on its behalf all documents in connection with the Finance Documents (including amendments and variations ofand consents under any Finance Documents, and to execute any new Finance Documents); and

(iii) to take such other action as may be necessary or desirable under or in connection with the Finance Documents; and

(b) confirms that it will be bound by any action taken by the Borrower under or in connection with the Finance Documents.

2.6 Acts of Borrower

(a) The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by:

(i) any actual or purported irregularity in any act done, or failure to act, by the Borrower;

(ii) the Borrower acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor; or

(iii) any actual or purported failure by or inability of the Borrower to inform any Obligor of receipt by it of any notificationunder the Finance Documents.

(b) In the event of any conflict between any notices or other communications of the Borrower and any other Obligor, those of the Borrower shallprevail.

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3. Purpose

3.1 Purpose

(a) The Borrower shall apply all amounts borrowed by it under the Facilities towards:

(i) refinancing the Existing Facilities (including payment of fees and expenses in connection therewith);

(ii) financing costs, fees and expenses (and Taxes on them) and stamp duty, registration and other similar Taxes incurred by theBorrower in connection with the provision of the Facilities;

(iii) financing the general corporate and working capital purposes of the Borrower Group, including the financing of investments andloans to the extent permitted under Clause 22.7 ( Loans and guarantees ) or Clause 22.15 ( Acquisitions and investments );

(iv) financing the payment of dividends, distributions and other payments permitted under Clause 22.13 ( Restricted payments );and/or

(v) (in the case of Facility B) refinancing any then maturing Facility B Loan as contemplated by the definition of “Facility B RolloverLoan”.

(b) The Borrower may not apply amounts borrowed by it under the Facilities towards financing any of the purposes set out in sub-paragraphs(a)(ii) to (a)(v) above unless the Agent has received evidence in form and substance reasonably satisfactory to it that all present and futuremoneys, debts and liabilities due, owing or incurred by the Borrower under or in connection with the Existing Facilities have been fully paidor discharged.

(c) No amount borrowed under the Facilities or the Ancillary Facilities shall be applied:

(i) towards refinancing any Permitted FF&E Indebtedness;

(ii) towards refinancing any Permitted Aircraft/Watercraft Indebtedness; or

(iii) in any manner that may be illegal or contravene any applicable law or regulation in any relevant jurisdiction concerning financialassistance by a company for the acquisition of or subscription for shares.

3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4. Conditions of Utilisation

4.1 Initial conditions precedent

The Borrower may not make the first Utilisation unless the Agent has received all of the documents and other evidence listed in Part I ofSchedule 2 ( Conditions Precedent to Initial Utilisation ) in form and substance reasonably satisfactory to the Agent. The Agent shall notifythe Borrower and the Lenders promptly upon being so satisfied.

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4.2 Further conditions precedent

The Lenders will be obliged to comply with Clause 5.4 ( Lenders’ participations ) only if:

(a) on the date of the Utilisation Request and on the proposed Utilisation Date:

(i) in the case of a Facility B Rollover Loan, no Rollover Termination Event has occurred; and

(ii) in the case of any other Loan, no Default is continuing or would reasonably be expected to result from the proposedLoan;

(b) on the date of the Utilisation Request and on the proposed Utilisation Date of a Loan other than a Facility B Rollover Loan, theRepeating Representations are true in all material respects;

(c) on the first Utilisation Date:

(i) the Borrower delivers (or procures that the Existing Facilities Agent delivers) the following documents to the Agent:

(A) the original Development Agreement and the original Supplemental Agreement, each duly executed by theparties to it;

(B) the notices of charge or assignment signed by the Borrower, all as required by the Assignment of Insurances,the Assignment of Proceeds and the Debenture; and

(C) the notice signed by the Borrower and the acknowledgement of such notice signed by the Head Lessor, asrequired by the Assignment of Development Agreement; and

(ii) the Agent receives evidence reasonably satisfactory to it that the Existing Facilities Security will be unconditionallydischarged and released by the close of business in Singapore on the first Utilisation Date;

(d) on the proposed Utilisation Date of a Facility C Loan, the aggregate of:

(i) the principal amount of that proposed Facility C Loan;

(ii) all other Facility C Loans then outstanding; and

(iii) all Incremental Indebtedness then outstanding, does not exceed S$1,000,000,000 (or its equivalent in another currencyor currencies); and

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(e) on the proposed Utilisation Date of a Facility C Loan, the ratio of:


(A) the Debt as of the last Relevant Date falling on or before that proposed Utilisation Date; and

(B) the principal amount of that proposed Facility C Loan,

to:

(ii) the Consolidated Adjusted EBITDA for the Relevant Period ending on the Relevant Date described in paragraph (e)(i)(A)above,

is less than or equal to 4.00 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or before the date of suchincurrence, setting out (in reasonable detail) computations as to compliance with the above ratio.

4.3 Maximum number of Loans

(a) The Borrower may not deliver a Utilisation Request if as a result of the proposed Loan:

(i) more than five Facility A Loans would be outstanding;

(ii) more than 15 Facility B Loans would be outstanding; or

(iii) more than five Facility C Loans would be outstanding.

(b) The Borrower may not request that a Facility A Loan be divided if, as a result of the proposed division, more than five Facility A Loans wouldbe outstanding.

(c) The Borrower may not request that a Facility C Loan be divided if, as a result of the proposed division, more than five Facility C Loanswould be outstanding.

5. Utilisation – Loans

5.1 Delivery of a Utilisation Request

The Borrower may utilise Facility A, Facility B or Facility C by way of a Loan by delivery to the Agent of:

(a) an original duly completed Utilisation Request not later than the Specified Time (or such later time as the Agent (acting on theinstructions of all Lenders participating in the relevant Loan) may agree); or

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(b) (i) a scanned copy of a duly completed Utilisation Request by email and followed by (ii) the original duly completed Utilisation

Request (or a fax copy of the duly completed Utilisation Request), in each case, not later than the respective Specified Times (orsuch later time as the Agent (acting on the instructions of all Lenders participating in the relevant Loan) may agree).

5.2 Completion of a Utilisation Request

(a) Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:

(i) it specifies that it is for a Loan;

(ii) it identifies the Facility to be utilised;

(iii) it identifies the purpose of the Loan;

(iv) the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

(v) the currency and amount of the Loan comply with Clause 5.3 ( Currency and amount );

(vi) the proposed Interest Period complies with Clause 10 ( Interest Periods ); and

(vii) it specifies the manner in which the proceeds of the Loan are to be credited.

(b) Only one Loan may be requested in each Utilisation Request.

5.3 Currency and amount

(a) The currency specified in a Utilisation Request must be Singapore Dollars.

(b) The amount of the proposed Loan must be:

(i) a minimum of S$500,000,000 for Facility A, a minimum of S$10,000,000 for Facility B, a minimum of S$200,000,000 for Facility Cor, in each case, if less, the Available Facility; and

(ii) in any event such that it is less than or equal to the Available Facility.

5.4 Lenders’ participations

(a) If the conditions set out in this Agreement have been met, each Lender participating in a Facility shall make its participation in each Loanunder that Facility available to the Agent by the Utilisation Date through its Facility Office.

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(b) The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available

Facility immediately prior to making the Loan.

(c) The Agent shall by the Specified Time notify:

(i) each Facility A Lender of the amount of each Facility A Loan and the amount of its participation in that Loan;

(ii) each Facility B Lender of the amount of each Facility B Loan and the amount of its participation in that Loan; and

(iii) each Facility C Lender of the amount of each Facility C Loan and the amount of its participation in that Loan.

6. Ancillary Facilities

6.1 Establishment of Ancillary Facilities

One or more Ancillary Facilities may from time to time be established in favour of the Borrower in accordance with this Clause 6 bydesignating all or part of the Facility B Commitment of a Designated Facility B Lender as an Ancillary Commitment.

6.2 Types of Ancillary Facility

Each Ancillary Facility may comprise any of the following (or any combination of the following):

(a) an overdraft facility;

(b) guarantee, documentary letter of credit (including standby and commercial letters of credit) or trust receipt facilities; and

(c) such other documentary credit facilities as may be required and as the Agent and the relevant Ancillary Lender may agree.

6.3 Request for Ancillary Facilities

(a) The Borrower may request the establishment of an Ancillary Facility by delivery to the Agent of a duly completed Ancillary Facility Requestat any time.

(b) An Ancillary Facility Request relating to a proposed Ancillary Facility will not be regarded as duly completed unless it identifies:

(i) the Ancillary Lender (which must be a Designated Facility B Lender) which is to make available that Ancillary Facility;

(ii) the type or types of facility to comprise that Ancillary Facility (which must comply with Clause 6.2 ( Types of Ancillary Facility ));

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(iii) the date (the “ Commencement Date ”) on which that Ancillary Facility is to become available (which must be a date on which

the Facility B is available to be drawn and must not be less than five Business Days after the date on which the Agent receivesthe Ancillary Facility Request);

(iv) the expiry date of that Ancillary Facility (which must fall on or before the Facility B Termination Date);

(v) the amount of the Ancillary Commitment (which must be denominated in the Base Currency) which is to apply to that AncillaryFacility;

(vi) the currency or currencies (which must comply with paragraph (c) of this Clause 6.3) in which utilisations under that AncillaryFacility may be requested;

(vii) the margin, commitment fee and other fees payable in respect of that Ancillary Facility; and

(viii) such other details in relation to that Ancillary Facility as the Agent may reasonably require.

(c) An Ancillary Facility shall only be available for utilisation in the Base Currency or a currency which:

(i) is readily available in the amount required and freely convertible into the Base Currency in the Singapore interbank market on thedate for utilisation of that Ancillary Facility; and

(ii) is US Dollars, Hong Kong Dollars or has been approved by the relevant Designated Facility B Lender on or prior to receipt by theAgent of the Ancillary Facility Request for that Ancillary Facility.

(d) The Agent shall, promptly after receipt by it of an Ancillary Facility Request, notify each Designated Facility B Lender of that AncillaryFacility Request.

6.4 Grant of Ancillary Facility

The Designated Facility B Lender identified in a duly completed Ancillary Facility Request shall become an Ancillary Lender authorised andrequired to make the proposed Ancillary Facility available with effect from the proposed Commencement Date, if the following conditions aremet:

(a) the proposed Ancillary Commitment under that Ancillary Facility is equal to or less than the Available Commitment of thatDesignated Facility B Lender under Facility B on that Commencement Date;

(b) the proposed Ancillary Commitment under that Ancillary Facility will not, when aggregated with the Ancillary Commitments underall other Ancillary Facilities in effect on that Commencement Date, exceed the Total Ancillary Limit;

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(c) that Ancillary Facility complies with the internal credit policies and guidelines of the proposed Ancillary Lender, in which case the

proposed Ancillary Lender shall notify the Borrower and the Agent promptly upon such internal credit policies and guidelinesbeing satisfied; and

(d) the Agent has received (save for those which have been waived by the Agent in accordance with this Agreement) all the

documents and other evidence listed in Part I of Schedule 2 ( Conditions Precedent to Initial Utilisation ) in form and substancereasonably satisfactory to the Agent.

6.5 Adjustments to Facility B Commitment

(a) The Facility B Commitment of a Designated Facility B Lender which is an Ancillary Lender shall be reduced by the amount of its AncillaryCommitments upon the Agent being satisfied that the conditions in Clause 6.4 ( Grant of Ancillary Facility ) have been met.

(b) If and to the extent:

(i) any Ancillary Facility expires, or is cancelled (in whole or in part) in accordance with Clause 6.8 ( Voluntary cancellation ofAncillary Facilities ); and

(ii) no amount is or may be payable to or by the Ancillary Lender in respect of that Ancillary Facility (or the relevant part or it),

the Facility B Commitment of the relevant Designated Facility B Lender will immediately be increased by an amount equal to the amount ofthe Ancillary Commitment of that Ancillary Facility (or, if less, that part of it which has expired or been cancelled).

6.6 Terms of Ancillary Facilities

(a) The terms applicable to each Ancillary Facility shall be as agreed between the relevant Ancillary Lender and the Borrower (as set out in theapplicable Ancillary Facility Document), provided that:

(i) those terms shall be consistent with this Clause 6 and the details set out in the Ancillary Facility Request;

(ii) utilisations under an Ancillary Facility shall be used only for the purposes set out in paragraph (a) of Clause 3.1 ( Purpose );

(iii) the rate of interest, fees and other remuneration in respect of the Ancillary Facility shall be based upon the normal market ratesand terms from time to time of that Ancillary Lender, provided that:

(A) the rates of any commitment fees shall not exceed the rates set out in Clause 12.1 ( Commitment fee ); and

(B) the rates of interest, other fees and other remuneration shall not exceed the rates set out in the Ancillary Facility Letter;and

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(iv) cancellation, termination or enforcement of the Ancillary Facility shall only occur as described in Clause 6.8 ( Voluntary

cancellation of Ancillary Facilities ), Clause 7.4 ( Repayment of Ancillary Facilities ), Clause 8.2 ( Change of control ) or Clause23.17 ( Acceleration ).

(b) Any material variation to any Ancillary Facility (including any proposed increase or reduction in the Ancillary Commitment) shall be inaccordance with and subject to this Clause 6.

(c) In the case of any inconsistency between any term of an Ancillary Facility and of this Agreement, this Agreement shall prevail.

6.7 Limits on Ancillary Facilities

The Borrower shall ensure that:

(a) the aggregate of all Ancillary Commitments does not at any time exceed the Total Ancillary Limit; and

(b) the Ancillary Outstandings under any Ancillary Facility do not at any time exceed the Ancillary Commitment under that AncillaryFacility.

6.8 Voluntary cancellation of Ancillary Facilities

The Borrower may, if it gives the Agent and the relevant Ancillary Lender not less than five Business Days’ prior notice, cancel the whole orany part of the Ancillary Commitment under an Ancillary Facility.

6.9 Notice in respect of Ancillary Facilities

(a) Each Ancillary Lender shall promptly notify the Agent of:

(i) the establishment by it of any Ancillary Facility and the applicable Commencement Date;

(ii) the amount of any Ancillary Facility which is cancelled or expires and the date of any such cancellation or expiry; and

(iii) any other information relating to any Ancillary Facility provided by it as the Agent may reasonably request, including the AncillaryOutstandings from time to time.

(b) The Agent may assume, unless it has received notice to the contrary in its capacity as agent for the Lenders, that no Ancillary Facility hasexpired or been cancelled in whole or part.

(c) The Borrower consents to all information described in paragraph (a) above being disclosed to the Finance Parties.

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6.10 Ancillary Outstandings

The Borrower shall repay or pay on the due date each amount payable under each Ancillary Facility.

7. Repayment

7.1 Repayment of Facility A Loans

(a) The Borrower shall repay the aggregate Facility A Loans in instalments by repaying on each Facility A Repayment Date an amount whichreduces the outstanding aggregate Facility A Loans by an amount equal to the relevant percentage of the outstanding amount of all theFacility A Loans borrowed by the Borrower as at 31 March 2018 (after taking into account the repayment made by the Borrower pursuant toparagraph (e) below) as set out in Schedule 9 ( Repayment Schedule For Facility A Loans ).

(b) If, in relation to a Facility A Repayment Date, the aggregate amount of the Facility A Loans made to the Borrower exceeds the Facility ARepayment Instalment to be repaid by the Borrower, the Borrower may, if it gives the Agent not less than five Business Days’ prior notice,select which of those Facility A Loans will be wholly or partially repaid so that the Facility A Repayment Instalment is repaid on the relevantFacility A Repayment Date in full. The Borrower may not make a selection if as a result more than one Facility A Loan will be partiallyrepaid.

(c) If the amount of the Facility A Loans outstanding on any Facility A Repayment Date is less than the Facility A Repayment Instalment due onthat date, the Borrower shall repay the remaining outstanding Facility A Loans on that date. If on the Facility A Termination Date, anyFacility A Loan remains outstanding, the Borrower shall repay it on that date.

(d) The Borrower may not reborrow any part of Facility A which is repaid.

(e) Subject to Clause 30.7 ( Business Days ), the Borrower shall make a repayment instalment of S$23,000,000 towards repayment of theFacility A Loans on 31 March 2018.

7.2 Repayment of Facility B Loans

(a) The Borrower shall repay each Facility B Loan on the last day of its Interest Period.

(b) Any Facility B Loan remaining outstanding on the Facility B Termination Date shall be repaid on that date.

7.3 Repayment of Facility C Loans

(a) Subject to paragraph (b) below, the Borrower shall repay each Facility C Loan in accordance with the repayment schedule, and as may beamended or extended from time to time, applicable to that Facility C Loan, in each case, as agreed between the Borrower and the relevantIncrease Lenders to which that Loan relates (and without the consent of any other Lender), as set out in the relevant Increase Confirmation.

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(b) The repayment schedule applicable to each Facility C Loan shall be such that:

(i) the principal amortisation of the Facility C Loan shall not be as favourable or more favourable to the applicable Facility C Lenders

than that of the Facility A Loans in respect of the Facility A Lenders (without taking into account any extension of the Facility ATermination Date);

(ii) at all times, the then remaining average weighted life (taking into account the effect of any prepayment) of that Facility C Loan is

longer than the then remaining average weighted life (taking into account the effect of any prepayment) of Facility A and Facility Btaken as a whole (but without taking into account any extension of the Facility A Termination Date or the Facility B TerminationDate); and

(iii) the final scheduled repayment date of that Facility C Loan extends beyond the Facility A Termination Date (without taking intoaccount any extension of the Facility A Termination Date).

(c) Any Facility C Loan remaining outstanding on the Facility C Longstop Termination Date shall be repaid on that date.

(d) The Borrower may not reborrow any part of Facility C which is repaid.

(e) In connection with any extension of a Facility C Loan under this Clause 7.3, the Borrower and the relevant Increase Lenders to which thatLoan relates may (without the consent of any other Lender) agree to a revised Margin for that Loan.

(f) In connection with any extension of a Facility C Loan under this Clause 7.3, the Borrower and the relevant Increase Lenders to which thatLoan relates may (without the consent of any other Lender) agree to any extension fees and other amounts payable to those IncreaseLenders in connection with such extension.

7.4 Repayment of Ancillary Facilities

On the Facility B Termination Date, the Borrower shall repay all amounts (if any) owing or outstanding under each Ancillary Facility.

7.5 Extension Option

(a) In this Clause 7.5, “ Extending Lenders ” means in relation to a Facility (other than Facility C), the Lenders participating in that Facilitywhich have agreed to extend the Termination Date of that Facility in accordance with this Clause 7.5.

(b) If:

(i) the Borrower requests that the Termination Date of a Facility (other than Facility C) be extended by notice received by the Agentnot more than 12 Months (nor less than one Month) before the Termination Date of that Facility, such notice to include:

(A) the proposed extension period for that Facility (the “ Extension Period ”); and

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(B) such other information as the Agent may reasonably require; and

(ii) the Agent notifies the Borrower that the Extending Lenders for that Facility have agreed to that request,

the Termination Date of that Facility shall be extended by the Extension Period in relation to the participations of the Extending Lenders forthat Facility.

(c) The Agent shall promptly notify each Lender of any such request.

(d) Each Lender participating in the relevant Facility (other than Facility C) shall notify the Agent of its decision (which shall be in its solediscretion) whether or not to agree to the request for extension, within 20 Business Days from the date on which the Agent first notified thatLender of that request.

(e) The Agent shall promptly notify the Borrower of each Extending Lender that has agreed to the request.

(f) There may only be up to two extensions of each Termination Date (other than the Facility C Longstop Termination Date).

(g) The Facility A Termination Date may not be extended beyond 30 August 2030.

(h) The Facility B Termination Date may not be extended beyond 28 February 2030.

(i) In connection with any extension of a Facility (other than Facility C) under this Clause 7.5, the Borrower and the relevant Extending Lendersmay (without the consent of any other Lender) agree to a revised Margin for that Facility provided that the revised Margin for that Facilityshall be applicable to those Extending Lenders only such that:

(i) the rate of interest on each Extending Lender’s participation in the Loans under that Facility shall be the percentage rate perannum which is the sum of:

(A) the revised Margin; and

(B) the applicable SWAP Rate; and

(ii) the rate of interest on each other Lender’s participation in the Loans under that Facility shall not be affected and shall becomputed in accordance with the terms of this Agreement without giving effect to such revision.

(j) Any revision in the applicable Margin pursuant to paragraph (i) above shall take effect and be binding on all Parties in accordance with theirterms and, for the avoidance of doubt, may take effect before the Termination Date of the relevant Facility (but for the extension).

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(k) In relation to any Lender which did not agree to an extension of the Termination Date of a Facility (other than Facility C) under this Clause

7.5, the Borrower shall repay that Lender’s participation in the Loans under that Facility, together with accrued interest and all otheramounts accrued to that Lender under the Finance Documents on the date(s) which, but for such extension, would be the date(s) on whichthat repayment is due.

(l) In connection with any extension of a Facility under this Clause 7.5, the Borrower and the relevant Extending Lenders may (without theconsent of any other Lender) agree to extension fees and other amounts payable to the Extending Lenders in connection with suchextension.

(m) For the avoidance of doubt, neither the Facility C Longstop Termination Date nor (without prejudice to anything in paragraph (a) of Clause7.3 ( Repayment of Facility C Loans )) the life of Facility C may be extended by this Clause 7.5.

8. Prepayment and cancellation

8.1 Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or, in thecase of an Ancillary Lender, any Ancillary Facility Document, or to fund its participation in any Loan or, in the case of an Ancillary Lender, anyutilisation under any Ancillary Facility:

(a) that Lender or, as the case may be, Ancillary Lender shall promptly notify the Agent upon becoming aware of that event; and

(b) upon the Agent notifying the Borrower that it has become unlawful for that Lender or, as the case may be, that Ancillary Lender to

perform any of its obligations as contemplated by this Agreement or to fund its participation in any Loan or, in the case of anAncillary Lender, any utilisation under any Ancillary Facility, the Commitment of that Lender or, as the case may be, thecommitment of that Ancillary Lender under that Ancillary Facility will be immediately cancelled and:

(i) the Borrower shall repay that Lender’s participation in the Loans on the last day of the Interest Period for each Loan

occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice deliveredto the Agent (being no earlier than the last day of any applicable grace period permitted by law); and

(ii) the Borrower shall repay each amount payable or, as the case may be, provide full cash cover in respect of each

contingent liability under each Ancillary Facility of that Ancillary Lender on the next due date occurring after the Agenthas notified the Borrower or, if earlier, the date specified by the Ancillary Lender in the notice delivered to the Agent(being no earlier than the last day of any applicable grace period permitted by law).

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8.2 Change of control

(a) In this Clause 8.2, a “ Change of Control ” will occur if:

(i) the Sponsor does not or ceases to beneficially own, directly or indirectly, at least 51 per cent. of the share capital of the Borrower;

(ii) the Sponsor does not or ceases to have the right to, directly or indirectly, determine the composition of the majority of the boardof directors or equivalent body of the Borrower;

(iii) the Sponsor does not or ceases to have power to, directly or indirectly, manage or direct the Borrower through ownership ofshare capital, by contract or otherwise; or

(iv) any Security (except pursuant to paragraph (p) of the definition of “Permitted Security” or where created in favour of the FinanceParties or the Secured Parties) has been created or subsists or is created or is permitted to subsist over any shares in the issuedshare capital of the Borrower or any other member of the Borrower Group in each case, where such shares are beneficiallyowned, directly or indirectly by the Sponsor, and such Security is not fully released or discharged within five Business Days of theearlier of (i) any Obligor becoming aware of such Security and (ii) the Agent or any Lender giving notice to the Borrower of suchSecurity.

(b) If a Change of Control occurs:

(i) the Borrower shall promptly notify the Agent immediately upon becoming aware of that event;

(ii) the Borrower may not utilise a Loan or utilise an Ancillary Facility; and

(iii) the Facilities shall immediately be cancelled all outstanding Loans and Ancillary Outstandings, together with accrued interest, and

all other amounts accrued under the Finance Documents shall become immediately due and payable, and full cash cover inrespect of each contingent liability under each Ancillary Facility shall become immediately due and payable.

8.3 Automatic cancellation

Any part of an Available Facility which is undrawn by the Borrower at the close of business in Singapore on the last day of the applicableAvailability Period shall be automatically cancelled.

8.4 Voluntary cancellation

The Borrower may, if it gives the Agent not less than five Business Days’ (or such shorter period as the Majority Facility A Lenders, theMajority Facility B Lenders or, as the case may be, the Majority Facility C Lenders may agree) prior notice, reduce the Available Facility fora Facility to zero or by such amount (being a minimum amount of S$5,000,000) as the

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Borrower may specify in such notice. The Borrower may, in relation to a notice given under this Clause 8.4, impose any conditions inrespect of the reduction of the Available Facility to which that notice relates. Any such reduction under this Clause 8.4 shall reduce theCommitments of the Lenders rateably under that Facility.

8.5 Mandatory prepayment from Net Sale Proceeds

(a) In this Clause 8.5:

“ Exempt Disposal ” means any sale by a member of the Borrower Group of any asset where:

(i) no Default is continuing on the date of, nor has resulted from, the completion of such sale; and

(ii) the ratio of Debt as of the last Relevant Date falling on or before the completion date of such sale to Proforma ConsolidatedAdjusted EBITDA for the Relevant Period ending on that Relevant Date is:

(A) (in the case where the completion date of such sale occurred on or before 30 September 2019) less than or equal to3.50 to 1; and

(B) (in the case where the completion date of such sale occurred after 30 September 2019) less than or equal to 3.00 to 1,

as evidenced by a Compliance Certificate delivered to the Agent on or before the completion date of such sale, setting out (in reasonabledetail) computations as to compliance with the above ratio.

“ Relevant Net Sale Proceeds ” means the Net Sale Proceeds required to be paid into the Prepayment Account for application inaccordance with the Intercreditor Agreement under paragraph (b) below.

(b) Subject to this Clause 8.5 (including for the avoidance of doubt paragraph (c) below), the Borrower shall ensure that at least 25 per cent. ofthe Net Sale Proceeds are paid directly into (or as soon as reasonably practicable after receipt are transferred into) the PrepaymentAccount for application in accordance with the Intercreditor Agreement.

(c) Paragraph (b) above does not apply to any Net Sale Proceeds to the extent that:

(i) the Net Sale Proceeds relate to the sale of any asset falling within the description of paragraphs (b)(i) to (b)(vii) (other than (b)(v))or (c)(i) to (c)(xxi) (other than (c)(iii), (c)(iv), (c)(xiii) and (c)(xix)) of Clause 22.5 ( Disposals );

(ii) the Net Sale Proceeds relate to the sale of any asset, and within five Business Days of the receipt of the relevant Net Sale

Proceeds by the relevant member of the Borrower Group, the Borrower certifies to the Agent that it intends to use those proceeds(and such proceeds are so utilised) within 12 Months of receipt

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to purchase additional assets to be used by the Borrower or any of its Restricted Subsidiaries for the purposes of its business (itbeing understood that such Net Sale Proceeds shall remain deposited in the Prepayment Account pending such purchase);

(iii) the Net Sale Proceeds relate to the sale of any asset which is an Exempt Disposal provided that where the sale of any assetwould have been an Exempt Disposal but for any non-compliance with the applicable ratio set out in paragraph (ii) of thedefinition of “Exempt Disposal”, the Borrower shall only be required to pay such part of the Net Sale Proceeds into thePrepayment Account in accordance with paragraph (b) above in an amount sufficient to ensure compliance with the relevant ratio(on the basis that any such payment shall be deemed, for the purpose of this paragraph (c)(iii), to have been applied towards therepayment or prepayment of the Senior Liabilities and the other liabilities in accordance with the Intercreditor Agreement on thelast Relevant Date falling on or before the completion date of such sale). For the avoidance of doubt, any part of the Net SaleProceeds required to be paid into the Prepayment Account to ensure compliance with the relevant ratio pursuant to thisparagraph (c)(iii) may be more than 25 per cent. of those Net Sale Proceeds as specified in paragraph (b) above; or

(iv) such Net Sale Proceeds do not, when aggregated with any other Net Sale Proceeds not falling within paragraphs (i) to (iii) abovereceived in any financial year of the Borrower, exceed S$20,000,000 (or its equivalent in another currency or currencies).

(d) On the date that any asset is sold, transferred or otherwise disposed of by a member of the Borrower Group in accordance with thisAgreement, the Security Trustee shall (and is hereby instructed by the Lenders to), as soon as practicable, release any Security created bythe Security Documents over that asset, at the cost and expense of the Borrower.

8.6 Mandatory prepayment from Net Recovery Proceeds

(a) In this Clause 8.6, “ Net Recovery Proceeds ” means any cash compensation or consideration received or recovered by a member of theBorrower Group from a Governmental Agency pursuant to or in respect of the cancellation, non-issue, suspension, variation or revocation ofthe Casino Licence (net of related fees, discounts, commissions, charges, expenses, withholdings and transaction costs properly incurred inachieving any such recoveries).

(b) The Borrower shall ensure that any Net Recovery Proceeds are paid directly into (or as soon as reasonably practicable after receipt aretransferred into) the Prepayment Account for application in accordance with the Intercreditor Agreement.

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8.7 Mandatory prepayment from Borrowings

(a) In this Clause 8.7:

“ Borrowings ” means any proceeds from any loan, credit or debt facility, or debt issuance received or utilised by any member of theBorrower Group after the original date of this Agreement (excluding any Excluded Borrowings but including any Permitted RefinancingIndebtedness and any RP/CP Hivedown Refinancing Indebtedness), after deducting fees (but not interest), commissions and transactioncosts properly incurred in connection with that facility or debt issuance.

“ Excluded Borrowings ” means any Financial Indebtedness (other than any Permitted Refinancing Indebtedness and any RP/CPHivedown Refinancing) permitted by paragraph (b) of Clause 22.6 ( Financial Indebtedness ).

(b) The Borrower shall ensure that the proceeds of any Borrowings are paid directly into (or as soon as reasonably practicable after receipt aretransferred into) the Prepayment Account for application in accordance with the Intercreditor Agreement.

8.8 Intercreditor Agreement

(a) No amount may be withdrawn or transferred from the Prepayment Account except:

(i) to make the payments required under the Intercreditor Agreement;

(ii) in relation to Net Sale Proceeds deposited in the Prepayment Account, for the purposes and within the period provided byparagraph (c)(ii) of Clause 8.5 ( Mandatory prepayment from Net Sale Proceeds ); or

(iii) (notwithstanding anything in paragraph (c) of Clause 2.3 ( Prepayment Account ) of the Intercreditor Agreement) with the prior

consent of all Facility A Lenders and the Majority Facility C Lenders, and in accordance with paragraph (c) of Clause 2.3 (Prepayment Account ) of the Intercreditor Agreement.

(b) Any prepayment of the Senior Liabilities in respect of Facility A made under Clause 2.1 ( Mandatory prepayment from Net RecoveryProceeds, Borrowings (Others) and the Relevant Net Sale Proceeds ) or Clause 2.2 ( Mandatory prepayment from Borrowings (PermittedRefinancing Indebtedness) ) of the Intercreditor Agreement:

(i) shall occur on the expiry of their current Interest Periods when the Security Trustee receives the applicable Quantum Notice untilFacility A Loans equal to the amount required to be applied towards their prepayment under paragraph (d)(A) of Clause 2.1 (Mandatory prepayment from Net Recovery Proceeds, Borrowings (Others) and the Relevant Net Sale Proceeds ) and/or (as thecase may be), paragraph (c)(A) of Clause 2.2 ( Mandatory prepayment from Borrowings (Permitted Refinancing Indebtedness) )of the Intercreditor Agreement have been prepaid; and

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(ii) shall satisfy the obligations under Clause 7.1 ( Repayment of Facility A Loans ) rateably.

(c) Any prepayment of the Senior Liabilities in respect of Facility C made under Clause 2.1 ( Mandatory prepayment from Net RecoveryProceeds, Borrowings (Others) and the Relevant Net Sale Proceeds ) or Clause 2.2 ( Mandatory prepayment from Borrowings (PermittedRefinancing Indebtedness) ) of the Intercreditor Agreement:

(i) shall occur on the expiry of their current Interest Periods when the Security Trustee receives the applicable Quantum Notice untilFacility C Loans equal to the amount required to be applied towards their prepayment under paragraph (d)(B) of Clause 2.1 (Mandatory prepayment from Net Recovery Proceeds, Borrowings (Others) and the Relevant Net Sale Proceeds ) and/or (as thecase may be), paragraph (c)(B) of Clause 2.2 ( Mandatory prepayment from Borrowings (Permitted Refinancing Indebtedness) )of the Intercreditor Agreement have been prepaid; and

(ii) shall, without prejudice to anything in paragraph (b) of Clause 7.3 ( Repayment of Facility C Loans ), satisfy the obligations underClause 7.3 ( Repayment of Facility C Loans ) in such manner as the Facility C Lenders may agree.

8.9 Voluntary prepayment of Facility A Loans

(a) The Borrower may, if it gives the Agent not less than five Business Days’ (or such shorter pe riod as the Majority Facility A Lenders mayagree) prior notice, prepay the whole or any part of a Facility A Loan, in an aggregate amount that reduces the amount of that Facility ALoan by a minimum amount of S$25,000,000.

(b) Any prepayment under this Clause 8.9 shall satisfy the obligations under Clause 7.1 ( Repayment of Facility A Loans ) rateably.

(c) No Lender may refuse or waive any prepayment under this Clause 8.9.

(d) The Borrower may, in relation to a notice given under paragraph (a) above:

(i) revoke that notice; or

(ii) impose any conditions in respect of the prepayment to which that notice relates (it being understood that the prepayment will

occur, without any requirement to deliver a further prepayment notice under paragraph (a), on the date the relevant conditions aresatisfied),

provided that any such revocation or imposing of conditions by the Borrower shall not limit its obligations under this Agreement.

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8.10 Voluntary prepayment of Facility C Loans

(a) The Borrower may, if it gives the Agent not less than five Business Days’ (or such shorter period as the Majority Facility C Lenders mayagree) prior notice, prepay the whole or any part of a Facility C Loan, in an aggregate amount that reduces the amount of that Facility CLoan by a minimum amount of S$25,000,000 provided that on the same date, the Borrower prepays the Facility A Loans in accordance withClause 8.9 ( Voluntary prepayment of Facility A Loans ) by an amount representing a fraction of all Facility A Loans where:

(i) the numerator of such fraction is the amount by which the Facility C Loans is to be prepaid under this Clause 8.10; and

(ii) the denominator of such fraction is the amount of all Facility C Loans immediately prior to such prepayment.

(b) The requirement to prepay the Facility A Loans concurrently with any prepayment of the Facility C Loans (a “ Facility C Prepayment ”)under paragraph (a) above shall not apply if:

(i) no Event of Default has occurred and is continuing; and

(ii) on the date of the Facility C Prepayment:

(A) the Debt (but without taking into account the effect that Facility C Prepayment) as of the last Relevant Datefalling on or before the date of that Facility C Prepayment;

to:

(B) the Consolidated Adjusted EBITDA for the Relevant Period ending on the Relevant Date described inparagraph (A) above,

is less than or equal to 3.50 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or before the dateof such incurrence, setting out (in reasonable detail) computations as to compliance with the above ratio.

(c) Any prepayment under this Clause 8.10 shall, without prejudice to anything in paragraph (b) of Clause 7.3 ( Repayment of Facility C Loans), satisfy the obligations under Clause 7.3 ( Repayment of Facility C Loans ) in such manner as the Facility C Lenders may agree.

(d) No Lender may refuse or waive any prepayment under this Clause 8.10.

(e) The Borrower may, in relation to a notice given under paragraph (a) above:

(i) revoke that notice; or

(ii) impose any conditions in respect of the prepayment to which that notice relates (it being understood that the prepayment will

occur, without any requirement to deliver a further prepayment notice under paragraph (a), on the date the relevant conditions aresatisfied),

provided that any such revocation or imposing of conditions by the Borrower shall not limit its obligations under this Agreement.

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8.11 Right of replacement of a single Lender

If:

(a) any Lender becomes entitled to receive any additional amounts pursuant to paragraph (a) of Clause 13.2 ( Tax gross-up );

(b) any Lender claims indemnification from the Borrower under paragraph (a) of Clause 13.3 ( Tax indemnity ) or Clause 14.1 (Increased costs );

(c) the rate notified by a Lender in relation to a particular Interest Period under paragraph (a)(ii) of Clause 11.2 ( Market disruption )is higher than the lowest rate notified by a Lender under that paragraph;

(d) any Lender ceases to be an Eligible Lender;

(e) any Lender becomes a Non-Funding Lender;

(f) it becomes illegal for any Lender to participate in the Facilities due to the operation of Clause 8.1 ( Illegality ); or

(g) a Lender becomes a Non-Consenting Lender,

then, without limiting its obligations under that Clause or, as the case may be, to such Lender, the Borrower may, at its sole expense andeffort, upon notice to such Lender and the Agent, require such Lender to transfer, without recourse, all its interests, rights and obligationsunder this Agreement (in relation to a Non-Funding Lender, at the option of the Borrower, to the extent of its Non-Funding Lender Amount)to a transferee that is willing to assume such interests, rights and obligations (which transferee must be a bank or financial institution that isan Eligible Lender and not a Restricted Person, a Permitted Sands Lender or another Lender, if a Lender accepts such transfer), providedthat such Lender shall have received from the transferee irrevocable payment in full in cash of an amount equal to the outstanding principalof its participation in the Loans, accrued interest thereon, and accrued fees and all other Senior Liabilities and other amounts payable to itunder this Agreement (or such other lower amount as such Lender may agree) or (in relation to a partial transfer in respect of theNon-Funding Lender Amount of a Non-Funding Lender) to the extent of such transfer.

8.12 Right of prepayment and cancellation in relation to a single Lender

(a) If:

(i) any sum payable to any Lender by the Borrower is required to be increased under paragraph (a) of Clause 13.2 ( Tax gross-up );

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(ii) any Lender claims indemnification from the Borrower under Clause 13.3 ( Tax indemnity ) or Clause 14.1 ( Increased costs );

(iii) the rate notified by a Lender in relation to a particular Interest Period under paragraph (a)(ii) of Clause 11.2 ( Market disruption )is higher than the lowest rate notified by a Lender under that paragraph;

(iv) any Lender ceases to be an Eligible Lender;

(v) any Lender becomes a Non-Funding Lender;

(vi) it becomes illegal for any Lender to participate in the Facilities due to the operation of Clause 8.1 ( Illegality ); or

(vii) any Lender becomes a Non-Consenting Lender,

the Borrower may, whilst such circumstance, indemnification or cessation continues, give the Agent notice of cancellation of theCommitments of that Lender and its intention to procure the prepayment of that Lender’s participation in the Loans and the utilisations ofany Ancillary Facility granted by that Lender or (in relation to a Non-Funding Lender) its Non-Funding Lender Amount.

(b) On receipt of a notice referred to in paragraph (a) above, the Commitments and the Ancillary Commitments (if any) of that Lender shall bereduced to zero concurrently with the prepayment under paragraph (c) below.

(c) In relation to a Loan, on the last day of each Interest Period which ends after the Borrower has given notice under paragraph (a) above and,in relation to a utilisation under an Ancillary Facility, on the next due date occurring after such notice (or, in each case, if earlier, the datespecified by the Borrower in that notice), the Borrower shall repay that Lender’s participation in the Loans or utilisation of an AncillaryFacility granted by that Lender.

8.13 Restrictions

(a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable (except as otherwise provided in thisClause 8) and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellationor prepayment is to be made and the amount of that cancellation or prepayment.

(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid to, but not including, the date ofprepayment and, subject to any Break Costs, without premium or penalty.

(c) The Borrower may not reborrow any part of Facility A or Facility C which is prepaid.

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(d) Unless a contrary indication appears in this Agreement, any part of Facility B which is prepaid may be reborrowed in accordance with the

terms of this Agreement.

(e) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and inthe manner expressly provided for in this Agreement.

(f) Any prepayment of Facility A Loans under this Clause 8 shall satisfy the obligations under Clause 7.1 ( Repayment of Facility A Loans )rateably.

(g) Any prepayment of Facility C Loans under this Clause 8 shall satisfy the obligations under Clause 7.3 ( Repayment of Facility C Loans ) insuch manner as the Facility C Lenders may agree.

(h) Unless a contrary indication appears in this Agreement, no amount of the Total Commitments cancelled under this Agreement may besubsequently reinstated.

(i) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower or the affectedLender, as appropriate.

(j) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 ( Further conditionsprecedent )), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelledon the date of repayment or prepayment. Any cancellation under this paragraph (j) (save in connection with any repayment or, as the casemay be, prepayment under paragraph (b) of Clause 8.1 ( Illegality ), Clause 8.11 ( Right of replacement of a single Lender ) or paragraph(c) of Clause 8.12 ( Right of prepayment and cancellation in relation to a single Lender )) shall reduce the Commitments of the Lendersrateably.

9. Interest

9.1 Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin; and

(b) SWAP Rate.

9.2 Payment of interest

The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period (and, if the Interest Period is longer than threeMonths, on the dates falling at three monthly intervals after the first day of the Interest Period).

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9.3 Default interest

(a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum fromthe due date to the date of actual payment (both before and after judgment) at a rate which is, subject to paragraph (b) below, two per cent.higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted a Loan in thecurrency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interestaccruing under this Clause 9.3 shall be immediately payable by the Obligor on demand by the Agent.

(b) If any Unpaid Sum consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating tothat Loan:

(i) the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Periodrelating to that Loan; and

(ii) the rate of interest applying to the Unpaid Sum during that first Interest Period shall be two per cent. higher than the rate whichwould have applied if the Unpaid Sum had not become due.

(c) Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicableto that Unpaid Sum but will remain immediately due and payable.

9.4 Notification of rates of interest

The Agent shall promptly notify the relevant Lenders and the Borrower of the determination of a rate of interest under this Agreement. 10. Interest Periods

10.1 Selection of Interest Periods

(a) The Borrower may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if the Loan has already been borrowed) ina Selection Notice.

(b) Each Selection Notice for a Term Loan is irrevocable and must be delivered to the Agent by the Borrower not later than the Specified Time.

(c) If the Borrower fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period will,subject to Clause 10.2 ( Changes to Interest Periods ), be one Month.

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(d) Subject to this Clause 10, the Borrower may select an Interest Period of one, two, three or six Months or any other period agreed between

the Borrower and the Agent (acting on the instructions of all the Lenders participating in the relevant Loan). In addition, the Borrower may:

(i) select an Interest Period of less than two Months:

(A) for the first Facility A Loan, the first Facility B Loan and/or the first Facility C Loan; and/or

(B) for any Facility A Loan, Facility B Loan and/or Facility C Loan in connection with any refinancing thereof provided thatthat Loan shall be wholly repaid and any related Commitment wholly cancelled on the last day of that Interest Period;

(ii) (in relation to Facility A) select an Interest Period of less than one Month, if necessary to ensure that there are sufficient Facility A

Loans (with an aggregate amount equal to or greater than the Facility A Repayment Instalment) which have an Interest Periodending on a Facility A Repayment Date for the Borrower to make the Facility A Repayment Instalment due on that date; or

(iii) (in relation to Facility B) select an Interest Period of less than one Month, if necessary to ensure that the Interest Periods of two ormore Facility B Loans will end on the same date; or

(iv) (in relation to Facility C) select an Interest Period of less than one Month, if necessary to ensure that there are sufficient Facility C

Loans (with an aggregate amount equal to or greater than the relevant repayment instalment in respect of Facility C) which havean Interest Period ending on a scheduled repayment date applicable to Facility C for the Borrower to make that repaymentinstalment due on that date.

(e) An Interest Period for a Facility A Loan shall not extend beyond the Facility A Termination Date. An Interest Period for a Facility B Loanshall not extend beyond the Facility B Termination Date. An Interest Period for a Facility C Loan shall not extend beyond its scheduled finalmaturity date and/or the Facility C Longstop Termination Date.

(f) Each Interest Period for a Term Loan shall start on the Utilisation Date or (if a Term Loan has already been made) on the last day of thepreceding Interest Period of such Loan.

(g) A Facility B Loan has one Interest Period only.

10.2 Changes to Interest Periods

(a) Prior to determining the interest rate for a Facility A Loan, the Agent may, in consultation with the Borrower, shorten an Interest Period forany Facility A Loan to ensure there are sufficient Facility A Loans (with an aggregate amount equal to or greater than the Facility ARepayment Instalment) which have an Interest Period ending on a Facility A Repayment Date for the Borrower to make the Facility ARepayment Instalment due on that date.

(b) If the Agent makes any of the changes to an Interest Period referred to in this Clause 10.2, it shall promptly notify the Borrower and theFacility A Lenders.

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10.3 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next BusinessDay in that calendar month (if there is one) or the preceding Business Day (if there is not).

10.4 Consolidation and division of Term Loans

(a) Subject to paragraph (b) below and to the extent applicable, if two or more Interest Periods:

(i) relate to Term Loans made to the Borrower under the same Facility; and

(ii) end on the same date,

those Term Loans will, unless the Borrower specifies to the contrary in the Selection Notice for the next Interest Period, be consolidatedinto, and treated as, a single Term Loan on the last day of the Interest Period.

(b) Subject to Clause 4.3 ( Maximum number of Loans ) and Clause 5.3 ( Currency and amount ), if the Borrower requests in a Selection Noticethat a Facility A Loan or a Facility C Loan be divided into two or more Facility A Loans or Facility C Loans, that Term Loan will, on the lastday of its Interest Period, be so divided into the amounts specified in that Selection Notice, being an aggregate amount equal to the amountof that Term Loan immediately before its division.

11. Changes to the calculation of interest

11.1 Absence of quotations

Subject to Clause 11.2 ( Market disruption ), if the SWAP Rate is to be determined by reference to the Reference Banks but a ReferenceBank does not supply a quotation by the Specified Time on the Quotation Day, the applicable SWAP Rate shall be determined on the basisof the quotations of the remaining Reference Bank(s).

11.2 Market disruption

(a) If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s participation inthat Loan for that Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

(ii) the percentage rate per annum notified to the Agent by that Lender, as soon as practicable and in any event not later than five

Business Days before interest is due to be paid in respect of that Interest Period (or such later date as may be agreed by theAgent and the Borrower), as the cost to that Lender of funding its participation in that Loan from whatever source(s) it mayreasonably select.

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The Agent shall notify the Borrower of the determination of a rate of interest under this paragraph (a), which shall be subject to anyalternative rate agreed pursuant to Clause 11.3 ( Alternative basis of interest or funding ).

(b) In relation to a Market Disruption Event under paragraph (c)(ii) below, if the percentage rate per annum notified by a Lender pursuant toparagraph (a)(ii) above shall be less than the SWAP Rate or if a Lender shall fail to notify the Agent of any such percentage rate perannum, the cost to that Lender of funding its participation in the relevant Loan for the relevant Interest Period shall be deemed, for thepurposes of paragraph (a) above, to be the SWAP Rate.

(c) In this Agreement “ Market Disruption Event ” means:

(i) at or about 11.00 a.m. (London time) on the Quotation Day for the relevant Interest Period:

(A) the Screen Rate is not available and the Administrator does not announce a substitute rate; or

(B) the Screen Rate is zero or negative; and

none or only one of the Reference Banks supplies a rate to the Agent to determine the SWAP Rate for the relevant Interest Period; or

(ii) before 2.00 p.m. on the Business Day immediately after the Quotation Day for the relevant Interest Period, the Agent receives

notifications from a Lender or Lenders whose participations in a Loan exceed 50 per cent. of that Loan that the cost to it or themof obtaining matching deposits in the Singapore interbank market would be in excess of the SWAP Rate.

(d) If a Market Disruption Event shall occur, the Agent shall promptly notify the Lenders and the Borrower thereof (including the identities of theLenders affected by the Market Disruption Event).

(e) Each Lender shall, as soon as practicable after a notice is given to the Borrower pursuant to paragraph (d) above, provide a certificate tothe Agent and the Borrower, confirming the amount and the basis of calculation (in reasonable detail) of the rate notified by that Lenderunder paragraph (a)(ii) above, provided that such Lender shall not be required to disclose any confidential information relating to theorganisation of its affairs.

11.3 Alternative basis of interest or funding

(a) If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (fora period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

(b) Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders under the affected Facility andthe Borrower, be binding on all Parties.

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(c) For the avoidance of doubt, in the event that no substitute basis is agreed at the end of the 30 day period, the rate of interest shall continue

to be determined in accordance with the terms of this Agreement.

11.4 Break Costs

(a) The Borrower shall, within five Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all orany part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or UnpaidSum.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent or the Borrower (through the Agent), provide to theAgent and the Borrower, a certificate confirming the amount and the basis of calculation (in reasonable detail) of its Break Costs for anyInterest Period in which they accrue, provided that such Lender shall not be required to disclose any confidential information relating to theorganisation of its affairs.

12. Fees

12.1 Commitment fee

(a) The Borrower shall pay to the Agent (for the account of each Facility B Lender) a commitment fee in Singapore Dollars computed at theRelevant Commitment Fee Rate of that Lender’s Available Commitment under Facility B for the Availability Period applicable to Facility B.

(b) The Borrower shall pay to the Agent (for the account of each Ancillary Lender) a commitment fee in Singapore Dollars computed at theRelevant Commitment Fee Rate of that Ancillary Lender’s Available Ancillary Commitment under each Ancillary Facility for the AvailabilityPeriod applicable to Facility B.

(c) The accrued commitment fees are payable on the last day of each successive period of three Months which ends during the AvailabilityPeriod applicable to Facility B, on the last day of that Availability Period and, if cancelled in full, on the cancelled amount of the relevantFacility B Lender’s Commitment or, as the case may be, the relevant Ancillary Lender’s Ancillary Commitment at the time the cancellation iseffective.

(d) In this Clause 12.1, “ Relevant Commitment Fee Rate ” means in respect of any day on which a Lender’s Available Commitment underFacility B (when aggregated with that Lender’s Available Ancillary Commitments, if applicable), at the close of business in Singapore thatday is:

(i) equal to or less than 50 per cent. of that Lender’s Facility B Commitment (when aggregated with that Lender’s AncillaryCommitments, if applicable), 35 per cent. of the applicable Margin on that day; and

(ii) more than 50 per cent. of that Lender’s Facility B Commitment (when aggregated with that Lender’s Ancillary Commitments, ifapplicable), 40 per cent. of the applicable Margin on that day.

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12.2 Coordinators’ fee

The Borrower shall pay to the Global Coordinator a coordinators’ fee in the amount and at the times agreed in a Fee Letter.

12.3 Agency fee

The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

12.4 Security Trustee fee

The Borrower shall pay to the Security Trustee (for its own account) a security trustee fee in the amount and at the times agreed in a FeeLetter.

13. Tax gross-up and indemnities

13.1 Tax definitions

(a) In this Agreement:

“ Protected Party ” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account ofTax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a FinanceDocument.

“ Tax Credit ” means a credit against, relief or remission for, or repayment of any Tax.

“ Tax Deduction ” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than aFATCA Deduction.

“ Tax Payment ” means either the increase in a payment made by an Obligor to a Finance Party under Clause 13.2 ( Tax gross-up ) or apayment under Clause 13.3 ( Tax indemnity ).

(b) Unless a contrary indication appears, in this Clause 13 a reference to “determines” or “determined” means a determination made in theabsolute discretion of the person making the determination.

13.2 Tax gross-up

(a) Each Obligor shall make all payments to be made by it without any Tax Deduction unless a Tax Deduction is required by law, in which case,to the extent that such Tax Deduction is or was a direct result of a change in law or the interpretation, administration or application of anylaw after the original date of this Agreement (or with respect to a Lender that becomes a Party after the original date of this Agreement, afterthe relevant Transfer Date), the amount

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of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal tothe payment which would have been due if no Tax Deduction had been required to be made.

(b) The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate orthe basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of apayment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower and that Obligor.

(c) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection withthat Tax Deduction within the time allowed and in the minimum amount required by law.

(d) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making thatTax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that FinanceParty that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(e) This Clause 13.2 shall not apply with respect to any Tax assessed on a Finance Party:

(i) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in whichthat Finance Party is treated as resident for tax purposes; or

(ii) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received orreceivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received orreceivable) by that Finance Party.

13.3 Tax indemnity

(a) Each Obligor shall (within five Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss,

liability or cost which that Protected Party has suffered for or on account of any Tax (that is a direct result of a change in law orthe interpretation, administration or application of any law after the original date of this Agreement) by that Protected Party inrespect of a Finance Document.

(b) Paragraph (a) above shall not apply to:

(i) with respect to any Tax assessed on a Finance Party:

(A) under the law of the jurisdiction in which such Finance Party is incorporated or, if different, the jurisdiction (orjurisdictions) in which that Finance Party is treated as resident for tax purposes; or

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(B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amountsreceived or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but, for the avoidance of doubt, notincluding any sum deemed for purposes of Tax to be received or receivable);

(ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 13.2 ( Tax gross-up ); or

(iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party.

(c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the eventwhich will give or has given rise to the claim, whereupon the Agent shall notify the Borrower thereof.

(d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 13.3, notify the Agent.

13.4 Tax credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

(b) that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the sameafter-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

13.5 Stamp taxes

The Borrower shall pay and, within five Business Days of demand, indemnify each Finance Party against any cost, loss or liability thatFinance Party incurs in relation to any stamp duty, registration or other similar Tax paid or payable in respect of any Finance Document(provided that the Borrower shall not bear any such stamp duty, registration or other similar Tax paid or payable in respect of any TransferCertificate).

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13.6 Goods and services tax

The Borrower shall also pay to each Finance Party within five Business Days of demand, in addition to any amount payable by the Borrowerto the relevant Finance Party under a Finance Document (if applicable), any goods and services, value added or similar Tax payable inrespect of that amount (and references in that Finance Document to that amount shall be deemed to include any such Taxes payable inaddition to it).

13.7 Forms

Any Finance Party that is entitled to an exemption from or reduction of any withholding tax with respect to payments under this Agreement,shall deliver to the Borrower (with a copy to the Agent), at the time or times prescribed by applicable law, such properly completed andexecuted documentation prescribed by applicable law (if any) as will permit such payments to be made without withholding or at a reducedrate provided that such Finance Party is legally entitled to complete, execute and deliver such documentation and is not prevented by anylaw, regulation, stock exchange requirement, duty of confidentiality, or its internal policies and guidelines from making such delivery.

13.8 FATCA Information

(a) Subject to paragraph (c) below, each Party shall, within 10 Business Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party;

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Partyreasonably requests for the purposes of that other Party’s compliance with FATCA; and

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonablyrequests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes awarethat it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c) Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to doanything, which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

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(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in

accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Partyshall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such timeas the Party in question provides the requested confirmation, forms, documentation or other information.

13.9 FATCA Deduction

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCADeduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwisecompensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basisof such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Agent andthe Agent shall notify the other Finance Parties.

14. Increased costs

14.1 Increased costs

(a) Subject to Clause 14.3 ( Exceptions ) the Borrower shall, within five Business Days of a demand by the Agent, pay for the account of aFinance Party the amount of any Increased Costs incurred by that Finance Party as a result of:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or

(ii) compliance with any law or regulation,

in each case, made after the original date of this Agreement.

(b) In this Agreement “ Increased Costs ” means:

(i) a reduction in the rate of return from a Facility or on a Finance Party’s overall capital;

(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party to the extent that it is attributable to that Finance Party having entered into itsCommitments or funding or performing any of its obligations under any Finance Document.

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14.2 Increased cost claims

(a) A Finance Party intending to make a claim pursuant to Clause 14.1 ( Increased costs ) shall notify the Agent of the event giving rise to theclaim, following which the Agent shall within seven Business Days notify the Borrower.

(b) Each Finance Party shall, together with its notice under paragraph (a) above, provide a certificate to the Agent and the Borrower, confirmingthe amount and the basis of calculation (in reasonable detail) of its Increased Costs, provided that such Finance Party shall not be requiredto disclose any confidential information relating to the organisation of its affairs.

14.3 Exceptions

Clause 14.1 ( Increased costs ) does not apply to the extent any Increased Cost is:

(a) attributable to a Tax Deduction required by law to be made by an Obligor;

(b) attributable to a FATCA Deduction required to be made by a Party;

(c) compensated for by Clause 13.3 ( Tax indemnity ) (or would have been compensated for under Clause 13.3 ( Tax indemnity ) butwas not so compensated solely because any of the exclusions in paragraph (b) of Clause 13.3 ( Tax indemnity ) applied);

(d) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or

(e) attributable to any day more than six Months before the first date on which the relevant Finance Party became (or, if earlier, couldreasonably be expected to have become) aware of the Increased Cost.

In this Clause 14.3, a reference to a “ Tax Deduction ” has the same meaning given to the term in Clause 13.1 ( Tax definitions ).

15. Mitigation by the Lenders

15.1 Mitigation

(a) Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and whichwould result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 8.1 ( Illegality ), Clause 11.2 (Market disruption ), Clause 13 ( Tax gross-up and indemnities ) or Clause 14 ( Increased costs ), including (but not limited to) transferring itsrights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

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15.2 Limitation of liability

(a) The Borrower shall, within five Business Days of demand, indemnify each Finance Party for all documented costs and expenses reasonablyincurred by that Finance Party as a result of steps taken by it under Clause 15.1 ( Mitigation ).

(b) A Finance Party is not obliged to take any steps under Clause 15.1 ( Mitigation ) if, in the opinion of that Finance Party (acting reasonably),to do so might be prejudicial to it.

15.3 Conduct of business by the Finance Parties

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order andmanner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

16. Other indemnities

16.1 Currency indemnity

(a) If any sum due from an Obligor under the Finance Documents (a “ Sum ”), or any order, judgment or award given or made in relation to aSum, has to be converted from the currency (the “ First Currency ”) in which that Sum is payable into another currency (the “ SecondCurrency ”) for the purpose of:

(i) making or filing a claim or proof against that Obligor; or

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within five Business Days of demand, indemnify each Finance Party to whom that Sum isdue against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate ofexchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to thatperson at the time of its receipt of that Sum.

(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currencyunit other than that in which it is expressed to be payable.

(c) Each Finance Party shall, as soon as practicable after a demand by the Agent or the Borrower (where that Finance Party is not the Agent,through the Agent), provide a certificate to the Agent and the Borrower, confirming the amount and the basis of calculation (in reasonabledetail) of its indemnified amount, provided that such Finance Party shall not be required to disclose any confidential information relating tothe organisation of its affairs.

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16.2 Other indemnities

The Borrower shall (or shall procure that an Obligor will), within five Business Days of demand, indemnify each Finance Party (including any ofits affiliates, employees, directors, officers, partners and agents) against any cost, loss or liability incurred by that Finance Party in connectionwith or as a result of:

(a) the occurrence of any Event of Default;

(b) a failure by an Obligor to pay any amount due under a Finance Document on its due date or in the relevant currency, includingwithout limitation, any cost, loss or liability arising as a result of Clause 29 ( Sharing among the Finance Parties );

(c) funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Utilisation Request but notmade by reason of the operation of any one or more of the provisions of this Agreement;

(d) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower (except where thisAgreement provides that such notice can be revoked or made subject to conditions and the Borrower revokes such notice or, asthe case may be, notifies the Agent that such conditions have not been satisfied, not later than 11:00 a.m. two Business Daysbefore the scheduled date for such prepayment) or as required by this Agreement (other than by reason of default or negligenceby that Finance Party); or

(e) any investigative, administrative or judicial proceedings or hearing commenced or threatened by any person, whether or not such

Finance Party shall be designated as a party or a potential party thereto, (including any fees or expenses incurred by suchFinance Party in enforcing its indemnity under this Clause 16.2), arising out of or in connection with:

(i) the Finance Documents or the transactions contemplated thereby;

(ii) any enforcement of any of the Finance Documents (including any sale of, collection from or other realisation upon anySecurity or Guarantee); or

(iii) any breach of Environmental Law,

provided that:

(A) no Obligor shall have any obligation under this Clause 16.2 to indemnify any Finance Party for any cost, loss or liability to the

extent arising from the wilful default, gross negligence or wilful misconduct of such Finance Party alone, as determined in a finalnon-appealable judgment of a court of competent jurisdiction; and

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(B) this Clause 16.2 does not apply to the extent any cost, loss or liability is compensated for by Clause 13 ( Tax gross-upand indemnities ) or Clause 14 ( Increased costs ).

16.3 Indemnity to the Agent and the Security Trustee

The Borrower shall promptly indemnify the Agent and the Security Trustee against any cost, loss or liability incurred by the Agent or theSecurity Trustee (in each case, acting reasonably) as a result of:

(a) investigating any event which it reasonably believes is a Default; or

(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised,

provided that the Borrower shall have no obligations under this Clause 16.3 to indemnify the Agent or the Security Trustee for any cost, lossor liability to the extent arising from the wilful default, gross negligence or wilful misconduct of the Agent alone or, as the case may be, theSecurity Trustee alone.

17. Costs and expenses

17.1 Transaction expenses

The Borrower shall, promptly pay within 10 Business Days of demand, the amount of all documented costs and expenses reasonably incurredby any of the Administrative Parties or their respective affiliates (excluding, for the avoidance of doubt, any internal overhead fees andexpenses of that Administrative Party or affiliate) in connection with:

(a) the negotiation, preparation, printing, execution, syndication and administration of:

(i) the Facility Agreement and any other documents referred to in this Agreement; and

(ii) any other Finance Document executed after the original date of this Agreement; and

(b) the appointment of any legal advisers (being the legal advisers named in paragraph 3 of Part I of Schedule 2 ( Conditions Precedent toInitial Utilisation ) or which are approved by or are reasonably acceptable to, the Borrower) in connection with any of the foregoing.

17.2 Amendment costs

If an Obligor requests an amendment, waiver or consent, the Borrower shall, within 10 Business Days of demand, reimburse the Agent andthe Security Trustee for the amount of all actual documented costs and all documented expenses (including reasonable fees of its legaladvisers) reasonably incurred by the Agent or the Security Trustee in responding to, evaluating, negotiating or complying with that requestor in connection with that required amendment.

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17.3 Enforcement costs

The Borrower shall, within 10 Business Days of demand, pay to each Finance Party (including any of its affiliates, employees, officers,directors, partners and agents) the amount of all documented costs and expenses (including documented legal fees of one counsel for eachapplicable jurisdiction for all Finance Parties unless such Finance Party has been advised by legal counsel that there are actual or potentialconflicts of interest between it and another party such that another counsel is required to effectively act for such Finance Party) incurred bythat Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

17.4 Security Trustee expenses

The Borrower shall, within 10 Business Days of demand, pay the Security Trustee the amount of all actual documented costs and allreasonable expenses (including reasonable legal fees) incurred by it in connection with the administration or release of any Security createdpursuant to any Security Document.

18. Guarantee and indemnity

18.1 Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a) guarantees to each Finance Party punctual performance by the Borrower of all the Borrower’s obligations under the FinanceDocuments;

(b) undertakes with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection withany Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(c) undertakes with each Finance Party that, if any amount which would otherwise be claimed by such Finance Party underparagraph(s) (a) and/or (b) above is for any reason not recoverable thereunder on the basis of a guarantee, that Guarantor shallas a principal debtor and primary obligor indemnify such Finance Party immediately on demand against any cost, loss or liabilitywhich such Finance Party may incur or suffer as a result of the Borrower not paying any amount when (if such amount wererecoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the amountpayable by a Guarantor under this indemnity shall not exceed the amount it would have had to pay under paragraph(s) (a) and/or(b) above if the amount claimed had been recoverable on the basis of a guarantee.

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18.2 Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the FinanceDocuments, regardless of any intermediate payment or discharge in whole or in part.

18.3 Reinstatement

If for any reason (including, without limitation, as a result of insolvency, breach of fiduciary or statutory duties or any similar event):

(a) any payment to a Finance Party (whether in respect of the obligations of any Obligor or any security for those obligations orotherwise) is avoided, reduced or required to be restored; or

(b) any discharge, compromise or arrangement (whether in respect of the obligations of any Obligor or any security for any such

obligation or otherwise) given or made wholly or partly on the basis of any payment, security or other matter which is avoided,reduced or required to be restored,

then:

(i) the liability of each Obligor shall continue (or be deemed to continue) as if the payment, discharge, compromise or arrangementhad not occurred; and

(ii) each Finance Party shall be entitled to recover the value or amount of that payment or security from each Obligor, as if thepayment, discharge, compromise or arrangement had not occurred.

18.4 Waiver of defences

The obligations of each Guarantor under this Clause 18 will not be affected by an act, omission, matter or thing which, but for this Clause 18,would reduce, release or prejudice any of its obligations under this Clause 18 (without limitation and whether or not known to it or any FinanceParty) including:

(a) any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of anymember of the Borrower Group or any other person;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, execute, take up or enforce,

any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of anyformality or other requirement in respect of any instrument or any failure to realise the full value of any security;

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(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor orany other person;

(e) any amendment (however fundamental) or replacement of a Transaction Document or any other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Transaction Document or any otherdocument or security;

(g) any insolvency or similar proceedings; or

(h) this Agreement or any other Finance Document not being executed by or binding upon any other party.

18.5 Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against orenforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 18. Thiswaiver applies irrespective of any law or any provision of a Finance Document to the contrary.

18.6 Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocablypaid in full, each Finance Party (or any trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or

agent on its behalf) in respect of those amounts, or apply and enforce the same in the manner and order contemplated by theFinance Documents (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same;and

(b) hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liabilityunder this Clause 18.

The foregoing provisions relate solely to moneys received by a Finance Party pursuant to an enforcement action.

18.7 Deferral of Guarantors’ rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocablypaid in full and unless the Agent (or, as the case may be, the Security Trustee) otherwise directs, no Guarantor will exercise or otherwise enjoythe benefit of any right which it may have by reason of performance by it of its obligations under the Finance Documents:

(a) to be indemnified by an Obligor;

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(b) to claim any contribution from any other guarantor of or provider of security for any Obligor’s obligations under the FinanceDocuments;

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under

the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents byany Finance Party;

(d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respectof which any Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 ( Guarantee and indemnity );

(e) to exercise any right of set-off against any Obligor; and/or

(f) to claim or prove as a creditor of any Obligor in competition with any Finance Party.

If any Guarantor shall receive any benefit, payment or distribution in relation to any such right it shall hold that benefit, payment ordistribution (or so much of it as may be necessary to enable all amounts which may be or become payable to the Finance Parties by theObligors under or in connection with the Finance Documents to be paid in full) on trust for the Finance Parties, and shall promptly pay ortransfer the same to the Agent or as the Agent may direct for application in accordance with Clause 30 ( Payment mechanics ).

18.8 Release of Guarantors’ right of contribution

If any Guarantor (a “ Retiring Guarantor ”) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purposeof any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

(a) that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual

or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of itsobligations under the Finance Documents; and

(b) each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties underany Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where suchrights or security are granted by or in relation to the assets of the Retiring Guarantor.

18.9 Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by anyFinance Party.

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19. Representations

Each Obligor makes the representations and warranties set out in this Clause 19 to each Finance Party on the original date of thisAgreement (in the case of any Obligor other than the Borrower, only in relation to itself, provided that where any representation or warrantyof an Obligor is expressed to be given from a specific date, the representation and warranty of that Obligor under this Clause 19 shall bemade on that date).

19.1 Status

(a) It is a limited liability company, corporation or other entity duly incorporated or organised and validly existing under the laws of its jurisdictionof incorporation or organisation.

(b) It and each of its Restricted Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

19.2 Binding obligations

The obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceableobligations, subject to:

(a) any general principles of law limiting its obligations in respect of equitable remedies, insolvency, liquidation or creditors’ rightsgenerally;

(b) any other general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered inaccordance with Clause 4 ( Conditions of Utilisation ) or Clause 26 ( Changes to the Obligors ); or

(c) in the case of any Security Document, the terms of the Development Agreement, (once issued) the Head Lease and theapplicable Perfection Requirements.

19.3 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents to which it is a party do not and willnot:

(a) conflict with:

(i) any material law or regulation applicable to it or any of its Restricted Subsidiaries in any material respect;

(ii) its or any of its Restricted Subsidiaries’ constitutional documents; or

(iii) in any material respect, any material agreement or instrument binding upon it or any of its Restricted Subsidiaries or anyof its or any of its Restricted Subsidiaries’ assets; or

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(b) (except as provided in any Security Document) result in the existence of, or oblige it or any of its Restricted Subsidiariesto create, any Security over any of its assets.

19.4 Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary corporate and other action to authorise its entry into,performance and delivery of, the Transaction Documents to which it is a party and the transactions contemplated by those TransactionDocuments.

19.5 Validity and admissibility in evidence

All Authorisations required or desirable:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is aparty and the transactions contemplated by the Transaction Documents;

(b) to make the Transaction Documents to which it is a party admissible in evidence in its jurisdiction of incorporation; and

(c) to enable it to create the Security to be created by it pursuant to any Security Document and to ensure that such Security has thepriority and ranking it is expressed to have,

have been obtained or effected and are in full force and effect (or, in each case, will be when required) save for complying with anyapplicable Perfection Requirements.

19.6 Governing law and enforcement

(a) The choice of Singapore law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction ofincorporation.

(b) Any judgment obtained in Singapore in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.

19.7 No filing or stamp taxes

Under the law of its jurisdiction of incorporation or organisation, it is not necessary that the Finance Documents be filed, recorded orenrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to theFinance Documents or the transactions contemplated by the Finance Documents (save, in each case, for complying with any applicablePerfection Requirements).

19.8 No default

(a) No Event of Default is continuing or would reasonably be expected to result from the making of any Loan.

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(b) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or

any of its Restricted Subsidiaries (subject to any applicable grace period) or to which its (or any of its Restricted Subsidiaries’) assets aresubject which would reasonably be expected to have a Material Adverse Effect.

19.9 No misleading information

(a) Any written factual information relating to the Obligors (other than projections and other forward looking information) contained in orprovided by or on behalf of the Borrower to any Finance Party in connection with any Finance Document, including the InformationMemorandum (other than projections and other forward looking information), was, when taken as a whole, true and accurate in all materialrespects as at the date it was provided or as at the date (if any) at which it is stated.

(b) The financial projections contained in the Information Memorandum have been prepared on the basis of recent historical information and onthe basis of assumptions that the Borrower believed were reasonable at the time the projections were prepared.

19.10 Financial statements

(a) Its financial statements most recently supplied to the Agent (which, at the original date of this Agreement, are the Original FinancialStatements) were prepared in accordance with GAAP consistently applied save to the extent expressly disclosed in such financialstatements.

(b) Its financial statements most recently supplied to the Agent (which, at the original date of this Agreement, are the Original FinancialStatements) fairly represent its financial condition and operations (consolidated in the case of the Borrower) in all material respects as at theend of and for the relevant financial year save to the extent expressly disclosed in such financial statements.

(c) There has been no material adverse change in its business or financial condition (or the business or consolidated financial condition of theBorrower Group, in the case of the Borrower) since 31 December 2011.

19.11 Pari passu ranking

Its payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all of its otherunsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally and, to theextent applicable, obligations under the Commercial Documents.

19.12 Immunity

Neither it nor any of its assets is entitled to immunity from suit, execution, attachment or other legal process and in any proceedings taken inits jurisdiction of incorporation or organisation in relation to the Finance Documents to which it is a party, it will not be entitled to claimimmunity for itself or any of its assets arising from suit, execution or other legal process.

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19.13 No proceedings pending or threatened

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency (including arising from or relating toEnvironmental Law) which would reasonably be expected to have a Material Adverse Effect (to the best of its knowledge and belief) havebeen started or threatened in writing against it or any of its Restricted Subsidiaries.

19.14 Authorised Signatures

Any person specified as its authorised signatory under Schedule 2 ( Conditions Precedent ) or paragraph (g) of Clause 20.6 ( Information:miscellaneous ) is authorised to sign Utilisation Requests (in the case of the Borrower only) and other notices on its behalf.

19.15 Security

Subject to any applicable Perfection Requirements and, to the extent applicable, the terms of the Commercial Documents, each SecurityDocument to which it is a party creates (or, once entered into, will create) in favour of the Security Trustee for the benefit of the SecuredParties the Security which it is expressed to create fully perfected and with the ranking and priority it is expressed to have.

19.16 Title

Subject to the terms of the Development Agreement and (once issued) the Head Lease, it has good and marketable title to the assets whichare expressed to be (or are required by this Agreement to be or become) subject to any Security under any Security Document to which it isa party, free from any Security not permitted by the Finance Documents.

19.17 Environmental Laws and Licences

It has:

(a) complied with all Environmental Laws to which it may be subject;

(b) all Environmental Permits required or desirable in connection with its business; and

(c) complied with the terms of those Environmental Permits,

except for, in each case where failure to do so would not reasonably be expected to have a Material Adverse Effect.

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19.18 Environmental releases

No:

(a) property currently or previously owned, leased, occupied or controlled by it (including any offsite waste management or disposallocation utilised by it) is contaminated with any Hazardous Substance; and

(b) discharge, release, leaching, migration or escape of any Hazardous Substance into the Environment has occurred or is occurringon, under or from that property,

in each case in circumstances where this would reasonably be expected to have a Material Adverse Effect.

19.19 Commercial Documents

(a) The Commercial Documents:

(i) contain all the terms of the agreement and arrangements between the Head Lessor (and/or any of its Affiliates) and the Borrower(and/or any of its Affiliates) in relation to the acquisition, ownership and development of the Properties by the Borrower;

(ii) are (or, in relation to the Head Lease only, on the date of its execution, will be) in full force and effect; and

(iii) have not been amended or waived (in whole or in part) and no consent has been given thereunder, save for any which are minoror technical or have been amended or waived in accordance with this Agreement.

(b) It is not in, or aware of any, breach of or default under any Commercial Document.

19.20 Governmental Regulation

(a) No Obligor is subject to regulation under the Public Utility Holding Company Act of 2005, the Federal Power Act, or the InterstateCommerce Act or registration under the Investment Company Act of 1940 or under any other U.S. federal or state, or Singapore statute orregulation which would limit its ability to incur indebtedness, or which would otherwise render all or any portion of its obligations under theFinance Documents to which it is a party unenforceable.

(b) To the extent applicable, each Obligor is in compliance, in all material respects, with:

(i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury

Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto;and

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(ii) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (Title III ofPub. L. 107-56 (signed into law October 26, 2001)) (the “ Patriot Act ”).

(c) The Borrower shall ensure and procure that no part of the proceeds of the Loans will be used, directly or indirectly, by the Borrower or anyof its Affiliates, for any payments to any governmental official or employee, political party, official of a political party, candidate for politicaloffice, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violationof the United States Foreign Corrupt Practices Act of 1977, as amended from time to time.

19.21 Material Adverse Effect

No Material Adverse Effect exists or has occurred and is continuing.

19.22 Time when representations are made

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing:

(a) on the date of each Utilisation Request and the proposed Utilisation Date for a Utilisation (other than a Facility B Rollover Loan);

(b) (if no Repeating Representations are deemed to be made pursuant to paragraph (a) above in any of the Borrower’s financialyears) on the last day of that financial year; and

(c) in the case of a Guarantor, on the day on which the company becomes (or it is proposed that the company becomes) aGuarantor,

provided that:

(i) where any representation or warranty of an Obligor is expressed to be given as of a specific date, such representation andwarranty under this Clause 19 shall be made on and as of that date; and

(ii) the Repeating Representations deemed to be made pursuant to paragraph (b) above shall exclude each of the representationsset out in Clause 19.13 ( No proceedings pending or threatened ) and Clause 19.17 ( Environmental Laws and Licences ).

20. Information undertakings

The undertakings in this Clause 20 remain in force from the original date of this Agreement for so long as any amount is outstanding underthe Finance Documents or any Commitment is in force.

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20.1 Annual financial statements

(a) The Borrower shall supply to the Agent as soon as the same become available, but in any event within 120 days after the end of each of itsfinancial years, a copy of its audited financial statements (consolidated if applicable) for that financial year.

(b) Each set of financial statements delivered pursuant to paragraph (a) above:

(i) shall include:

(A) a cash flow statement and profit and loss account (consolidated if applicable) for the relevant fiscal period; and

(B) a balance sheet (consolidated if applicable) as at the end of the relevant fiscal period; and

(ii) where such financial statements are consolidated, shall be supplied with proforma financial statements for the Borrower Group (ifdifferent from the financial statements delivered pursuant to paragraph (a) above).

20.2 Quarterly financial statements

(a) The Borrower shall supply to the Agent as soon as the same become available, but in any event within 60 days after the end of its first,second and third Accounting Quarters, a copy of its financial statements (consolidated if applicable) for that Accounting Quarter.

(b) Each set of quarterly financial statements delivered pursuant to paragraph (a) above:

(i) shall include:

(A) a cash flow statement and profit and loss account (consolidated if applicable) for the relevant Accounting Quarter and forthe financial year to date; and

(B) a balance sheet (consolidated if applicable) as at the end of the relevant Accounting Quarter; and

(ii) where such financial statements are consolidated, shall be supplied with proforma financial statements for the Borrower Group (ifdifferent from the financial statements delivered pursuant to paragraph (a) above).

20.3 Compliance Certificate

(a) The Borrower shall supply to the Agent, with each set of financial statements delivered pursuant to Clause 20.1 ( Annual financialstatements ) or Clause 20.2 ( Quarterly financial statements ), a Compliance Certificate:

(i) setting out (in reasonable detail) computations as to compliance with Clause 21 ( Financial covenants ) in respect of the Relevant

Period ending on the date as at which those financial statements were drawn up (if such compliance is required pursuant to theterms of Clause 21 ( Financial covenants )); and

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(ii) certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken toremedy it).

(b) Each Compliance Certificate shall be signed by one authorised officer or authorised signatory of the Borrower.

20.4 Requirements as to financial statements

(a) Each set of financial statements delivered by the Borrower pursuant to Clause 20.1 ( Annual financial statements) or Clause 20.2 (Quarterly financial statements ) shall be certified by an authorised officer or authorised signatory of the relevant company as fairlyrepresenting its (or, as the case may be, its consolidated) financial condition and operations as at the end of and for the period in relation towhich those financial statements were drawn up.

(b) The Borrower shall procure that each set of its financial statements delivered pursuant to Clause 20.1 ( Annual financial statements ) orClause 20.2 ( Quarterly financial statements ) is prepared using GAAP. The Borrower shall promptly notify the Agent of any material changein GAAP, the accounting practices or reference periods in relation to its financial statements or the manner in which its financial statementsare prepared. If the Borrower notifies the Agent of a change or prospective change in accordance with the foregoing, the Borrower and theAgent (acting on the instructions of the Majority Lenders) shall, at the request of the Borrower, enter into negotiations (for a period of notmore than 60 days) with a view to agreeing any amendments to Clause 1.1 ( Definitions ) and Clause 21 ( Financial covenants ) which aredesirable to ensure that such change does not result in any material variation in the commercial effect and intent of the calculations andratios in Clause 21 ( Financial covenants ) or any ratio contemplated by a Compliance Certificate, provided that prior to the expiry of theabove period, each of the calculations and ratios in Clause 21 ( Financial covenants ) and the ratios contemplated by any ComplianceCertificate shall be computed in accordance with GAAP as in effect and applied immediately before such change.

(c) If any amendments are agreed pursuant to paragraph (b) above, they shall take effect and be binding on all Parties in accordance with theirterms.

(d) For the avoidance of doubt, in the event that no amendments are agreed at the end of the period referred to in paragraph (b) above, theratios in Clause 21 ( Financial covenants ) shall continue to be determined in accordance with the terms of this Agreement.

20.5 Financial budget

(a) The Borrower shall supply to the Agent, as soon as the same becomes available, but in any event not later than 45 Business Days after thestart of each of its financial years (beginning with the financial year following the original date of this Agreement), a copy of the financialbudget in respect of that financial year.

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(b) Each financial budget shall include:

(i) a projected cash flow statement and profit and loss account (consolidated if applicable) of the Borrower for that financial year andfor each Accounting Quarter of that financial year;

(ii) a projected balance sheet (consolidated if applicable) of the Borrower as at the end of each Accounting Quarter of that financialyear;

(iii) projected levels of the financial ratios in Clause 21.1 ( Financial covenants ) as at each Relevant Date of that financial year, or, asthe case may be, in respect of the Relevant Period ending on each Relevant Date of that financial year; and

(iv) projected Consolidated Adjusted EBITDA of the Borrower and the projected revenues and net profit after tax of the Borrower andof each of its principal operating divisions, for that financial year and for each Accounting Quarter of that financial year.

20.6 Information: miscellaneous

The Borrower shall supply to the Agent:

(a) all documents dispatched by the Borrower to:

(i) the Head Lessor under the Development Agreement that are material to the Facilities or the Finance Documents; or

(ii) its creditors generally and which are material in the context of the Finance Documents and/or the Facilities,

in each case promptly as they are despatched;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current,threatened or pending against any Obligor, and which would reasonably be expected to have a Material Adverse Effect;

(c) promptly upon becoming aware of them, the details of any claim, notice or other communication received by it in respect of any

actual or alleged breach of or liability under Environmental Law which would reasonably be expected to have a Material AdverseEffect;

(d) promptly upon becoming aware of them, the details of any actual or proposed amendment to or waiver or consent under, or anynotice given or received under, any Commercial Document;

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(e) promptly, the details of any claim(s) made by or on behalf of any Obligor in respect of any cancellation, non-issue, suspension,variation or revocation of the Casino Licence;

(f) promptly, such further material information regarding the financial condition, business and operations of any Obligor as anyFinance Party (through the Agent) may reasonably request; and

(g) notice of any change in authorised signatories of any Obligor signed by a director or company secretary of such Obligor

accompanied by specimen signatures of any new authorised signatories, promptly before any such new authorised signatoryexecutes any Finance Document on that Obligor’s behalf or signs and/or despatch any document and notice to be signed and/ordespatched by that Obligor under or in connection with the Finance Documents,

in each case, except to the extent that disclosure of the information would breach any law, regulation, securities or stock exchangerequirement or duty of confidentiality, provided that such information shall be promptly supplied to the Agent if the Borrower subsequentlydetermines in good faith that such information does not fall under this proviso.

20.7 Notification of default

Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of itsoccurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

20.8 Inspection of books and records

Each Obligor shall (and the Borrower shall ensure that each member of the Borrower Group will):

(a) keep books and records which accurately reflect in all material respects all of its business, affairs and transactions;

(b) permit the Agent or any of its representatives (which shall number not more than three at one time), at reasonable times and

intervals, and upon prior reasonable notice, to visit any of its offices, to inspect any of its books and records and to discuss itsfinancial matters with its officers The cost and expense of up to two such visits under this paragraph (b) in each successive periodof 12 Months from the original date of this Agreement shall be borne by the Borrower; and

(c) after the occurrence of an Event of Default which is continuing, permit the Agent or any of its representatives (which shall number

not more than three at one time), at reasonable times and intervals, and upon prior reasonable notice, to visit any of its offices, toinspect any of its books and records and to discuss its financial matters with its auditors (in the presence of that Obligor’sofficers). The cost and expense of such visits under this paragraph (c) shall be borne by the Borrower.

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20.9 Auditors

(a) The Borrower shall ensure that PriceWaterhouseCoopers or another reputable firm of accountants is appointed as its auditors and theauditors of each other member of the Borrower Group.

(b) The Borrower shall promptly notify the Agent of any change in its auditors or the auditors of any other member of the Borrower Group.

(c) The Borrower shall ensure that its audited consolidated financial statements are not adversely qualified by its auditors other than:

(i) a qualification that is of a minor or technical nature;

(ii) a going concern qualification due solely to a projected failure to meet a financial covenant in Clause 21 ( Financial covenants ) orto the Loans reaching maturity within the next financial year of the Borrower following the date of those financial statements; or

(iii) a qualification in terms or as to issues which could not reasonably be expected to be materially adverse to the interests of theFinance Parties under the Finance Documents.

20.10 Properties information

The Borrower shall supply to the Agent, within 60 days after the end of each Accounting Quarter, a report setting out:

(a) the average occupancy rate, the average rental rate and the weighted average lease maturity profile of the Retail Properties as atthe end of that quarterly period;

(b) details of the top 20 tenants of the Retail Properties for that period, including:

(i) the rental for each such unit for that Accounting Quarter;

(ii) the aggregate net lettable area of such units; and

(iii) the lease expiry of each relevant Occupational Lease; and

(c) the aggregate amount of tenancy proceeds and service charges received for all tenanted units in the Retail Properties for thatperiod.

20.11 Valuation Reports

The Borrower shall, in relation to each calendar year (including, for the avoidance of doubt, any calendar year ending before the SecondEffective Date), within 90 days after the end of that calendar year, supply to the Agent a Valuation Report, with such Valuation Reportspecifying:

(a) the value (on an “as is” basis) of the Properties;

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(b) the value (on an “as is” basis) of the Retail Properties;

(c) the fire reinstatement value of the Properties; and

(d) the fire reinstatement value of the Retail Properties,

in each case, dated not earlier than 10 Business Days prior to the date of delivery.

20.12 Insurance Reports

The Borrower shall, in relation to each calendar year, within 90 days after the end of that calendar year, supply to the Agent an InsuranceReport (dated not earlier than 10 Business Days prior to the date of delivery) specifying the maximum foreseeable loss and estimatedmaximum loss of the Properties as at the date of that report.

20.13 “Know your customer” checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after theoriginal date of this Agreement;

(ii) any change in the status of an Obligor or the composition of the shareholders of an Obligor after the original date of thisAgreement; or

(iii) a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this Agreement to a party that is not aLender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer”or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shallpromptly upon the request of the Agent (for itself or on behalf of any Lender or, in the case of the event described in paragraph (iii) above,on behalf of any prospective new Lender) use its best endeavours to supply, or procure the supply of, such documentation and otherevidence as is reasonably requested by the Agent (for itself or on behalf of any Lender or, in the case of the event described in paragraph(iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph(iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or othersimilar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b) Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as isreasonably requested by the Agent (for itself) in order for the Agent to conduct any “know your customer” or other similar procedures underapplicable laws and regulations.

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(c) The Borrower shall, by not less than 10 Business Days’ prior written notice to the Agent, notify the Agent (which shall promptly notify the

Lenders) of its intention to request that one of its Restricted Subsidiaries becomes a Guarantor pursuant to Clause 26 ( Changes to theObligors ).

(d) Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Guarantor obliges the Agent or any Lender tocomply with “know your customer” or similar identification procedures in circumstances where the necessary information is not alreadyavailable to it, the Borrower shall promptly upon the request of the Agent (for itself or on behalf of any Lender) use its best endeavours tosupply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf ofany Lender) in order for the Agent or such Lender to carry out and be satisfied it has complied with all necessary “know your customer” orother similar checks under all applicable laws and regulations pursuant to the accession of such Restricted Subsidiary to this Agreement asa Guarantor.

21. Financial covenants

21.1 Financial covenants

The Borrower shall ensure that:

(a) the ratio of Debt as of each Relevant Date to Consolidated Adjusted EBITDA for each Relevant Period will not exceed 4.00 to 1;

(b) the ratio of Consolidated Adjusted EBITDA to Consolidated Total Interest Expense for each Relevant Period will not be less than3.50 to 1; and

(c) Consolidated Net Worth will, at all times, be positive (and for the avoidance of doubt, the Borrower shall only be obliged to

provide the computations as to compliance with this paragraph (c) in the Compliance Certificates supplied to the Agent pursuantto Clause 20.3 ( Compliance Certificate )).

21.2 Rectification

(a) If any of the financial covenants set out in paragraphs (a) to (c) of Clause 21.1 ( Financial covenants ) is not satisfied (an “ UnsatisfiedFinancial Covenant ”) for any Relevant Period ending on a Relevant Date (the “ Affected Relevant Date ”), within 20 Business Days afterthe earlier of the date on which the financial statements for the period ending on the Affected Relevant Date are due under Clause 20.1 (Annual financial statements ) and/or Clause 20.2 ( Quarterly financial statements ), and the date on which the financial statements for theperiod ending on the Affected Relevant Date are actually received by the Agent, the Borrower may:

(i) obtain an equity contribution or Internal Subordinated Debt (each, a “ Sponsor Group Contribution ”) from a member of theSponsor Group;

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(ii) repay or prepay outstanding Debt (including outstanding Loans);

(iii) provide cash cover in respect of the Loans; and/or

(iv) procure the issue of Bank SBLCs in favour of the Agent,

(each a “ Rectification Amount ”) so that immediately after such contribution, prepayment, repayment, provision of cash cover and/orissue of Bank SBLCs, the Unsatisfied Financial Covenant will be satisfied, it being understood that in relation to an Unsatisfied FinancialCovenant in respect of paragraph (c) of Clause 21.1 ( Financial covenants ), the Borrower may only satisfy such Unsatisfied FinancialCovenant pursuant to paragraph (a)(i) above.

(b) If a Rectification Amount has been provided to satisfy an Unsatisfied Financial Covenant and that financial covenant is satisfied for theRelevant Periods ending on any two consecutive Relevant Dates after the Affected Relevant Date, in each case, without taking intoconsideration such Rectification Amount, provided that no Default is continuing:

(i) where the Rectification Amount comprises a Sponsor Group Contribution, the Borrower may repay that Sponsor GroupContribution (or the relevant part thereof);

(ii) where the Rectification Amount comprises a repayment or prepayment of Debt, the Borrower may redraw that Debt in

accordance with its terms (provided that where that Debt comprised outstanding Loans, such Loans may only be redrawn inaccordance with this Agreement); and

(iii) where the Rectification Amount comprises cash cover or a Bank SBLC, the Security Trustee shall (and is irrevocably authorised

and instructed by all the Secured Parties to), upon the written request of the Borrower, release such cash cover (or the relevantpart thereof) or, as the case may be, Bank SBLC, at the cost and expense of the Borrower.

(c) The cash proceeds received by the Borrower from any Sponsor Group Contribution or the face value of any Bank SBLC shall be included inthe calculation of Consolidated Adjusted EBITDA and any repayment of Debt or any provision of cash cover in respect of the Loans shallreduce the Debt as of the applicable Relevant Date (in each case, without double counting), following which the relevant financial covenantsshall be calculated or recalculated (as the case may be) including, without double counting, such Sponsor Group Contribution, the facevalue of any Bank SBLC and/or such repayment or cash cover (solely for the purpose of ascertaining compliance with the requirements andnot for any other purpose).

(d) If, after giving effect to the calculation or recalculation referred to in paragraph (c) above, the relevant financial covenants are met, then forall purposes under the Finance Documents:

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(i) (in the case of prevention of a breach of financial covenants) the Event of Default which otherwise would have arisen will notarise; and

(ii) (in the case of cure of a breach of financial covenants) the Event of Default which arose as a result shall be deemed not to havearisen.

(e) Rectification Amounts:

(i) may not exceed S$50,000,000 in aggregate in respect of each Accounting Quarter;

(ii) (without prejudice to anything in paragraph (e)(i) above) may exceed the minimum amount required to cure or prevent any breachof financial covenant; and

(iii) made in respect of an Accounting Quarter shall be included in the relevant financial covenant calculations until such time as that

Accounting Quarter falls outside a Relevant Period or until they have been repaid, redrawn or (as the case may be) released inaccordance with paragraph (b) above.

21.3 Limitation on rectification

(a) The Borrower may not exercise its right (the “ Right of Cure ”) under Clause 21.2 ( Rectification ) to satisfy any Unsatisfied FinancialCovenant in respect of any Relevant Period if:

(i) it has exercised the Right of Cure in respect of two earlier Relevant Periods; and

(ii) those two Relevant Periods end on any two consecutive Relevant Dates (the later of the two consecutive Relevant Dates beingthe “ Reference Date ”).

(b) The limitation in paragraph (a) shall cease to apply if the Borrower has complied with the financial covenants set out in paragraphs (a) and(b) of Clause 21.1 ( Financial covenants ) for any Relevant Period ending on a Relevant Date falling after the Reference Date, withouttaking into consideration the Rectification Amounts (if any) made in respect of any Accounting Quarter falling within that Relevant Period.

21.4 Financial covenant calculations

(a) Debt, Consolidated Adjusted EBITDA, Consolidated Total Interest Expense and Relevant Debt shall:

(i) be calculated and interpreted:

(A) on a consolidated Borrower Group basis;

(B) in the case of Consolidated Adjusted EBITDA and Consolidated Total Interest Expense, on a four rolling AccountingQuarters basis; and

(C) (subject to Clause 20.4 ( Requirements as to financial statements )) in accordance with GAAP; and

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(ii) be expressed in Singapore Dollars.

(b) Consolidated Net Worth shall be calculated and interpreted on a consolidated Borrower Group basis in accordance with GAAP and shall beexpressed in Singapore Dollars. For the avoidance of doubt, Consolidated Net Worth shall be calculated giving effect to the principalamount of Internal Subordinated Debt or loans provided by the Sponsor Group even if such calculation is inconsistent with GAAP.

(c) Consolidated Adjusted EBITDA, Consolidated Net Worth and Consolidated Total Interest Expense shall be determined (except as neededto reflect the terms of this Clause 21) from the financial statements of the Borrower delivered under Clause 20.1 ( Annual financialstatements ) and Clause 20.2 ( Quarterly financial statements ), and Compliance Certificates delivered under Clause 20.3 ( ComplianceCertificate ).

(d) For the purpose of this Clause 21, no item shall be included or excluded more than once in any calculation.

21.5 Financial definitions

In this Clause 21:

“ Acceptable Bank ” means a bank that has the power to issue Bank SBLCs and which, on the date it issues a Bank SBLC in connectionwith Clause 21.2 ( Rectification ) (and at all times during the continuance of that Bank SBLC), is rated at least “A-” by Standard & Poor’sRatings Group or “A3” by Moody’s Investors Service, Inc., as notified by the Borrower to the Agent.

“ Bank SBLC ” means a standby letter of credit (or any similar instrument reasonably acceptable to the Agent) issued by an AcceptableBank in favour of the Agent:

(a) which is in Agreed Form;

(b) which will be for a minimum tenor of at least six Months;

(c) (where the Bank SBLC is a standby letter of credit) which is governed by UCP500 (or any successor thereto) or similar acceptedinternational standards for letters of credit; and

(d) under which:

(i) following the Acceleration Date, the Agent will be entitled to make unconditional demands on such Bank SBLC to reducethe outstanding Loans; and

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(ii) following receipt of such a demand on such Bank SBLC from the Agent, the Acceptable Bank irrevocably andunconditionally agrees to make payment of such a demand.

“ Consolidated Net Worth ” means, as of any date of determination, without double counting (a) the sum of the following items, as shownon the consolidated balance sheet of the Borrower and its Subsidiaries as of such date (i) the common equity of the Borrower and itsSubsidiaries, including the principal amount of any Internal Subordinated Debt or loan by the Sponsor Group, (ii)(A) the aggregate of nonredeemable preferred stock or preferred membership interests of the Borrower and its Subsidiaries, if any, and (B) any increase indepreciation and amortisation resulting from any purchase accounting treatment from an acquisition or related financing and (iii) to theextent treated as equity in accordance with GAAP, the aggregate of Designated RPS of the Borrower and its Subsidiaries, if any; (b) lessany goodwill incurred subsequent to 1 July 2012 and (c) less any write up of assets (in excess of fair market value) after 1 July 2012 and, ineach case on a consolidated basis for Borrower and its Subsidiaries, determined in accordance with GAAP; provided, that in calculatingConsolidated Net Worth, (i) any gain or loss from any sale of assets pursuant to paragraphs (c)(viii), (c)(xii), (c)(xvi), (c)(xvii) or (c)(xxii) ofClause 22.5 ( Disposals ) or the disposition of any securities or the extinguishment of any Financial Indebtedness of any person or any of itsSubsidiaries (including all extraordinary gains and losses and all expenses, amortisation and charges associated with the refinancing of theExisting Facilities) shall be excluded, (ii) any change or reduction of net worth related to a conversion from flow-through tax entities totaxable entities shall be excluded and (iii) any change or reduction of net worth related to currency fluctuations or any conversion ofcurrencies shall be included.

22. General undertakings

The undertakings in this Clause 22 remain in force from the original date of this Agreement for so long as any amount is outstanding underthe Finance Documents or any Commitment is in force.

22.1 Authorisations

(a) Each Obligor shall (and the Borrower shall ensure that each other member of the Borrower Group will) promptly obtain, comply with and doall that is necessary to maintain in full force and effect (and supply one copy to the Agent of) any Authorisation required under anyapplicable law or regulation:

(i) to enable it to perform its obligations under the Transaction Documents;

(ii) to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any TransactionDocument; and

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(iii) to enable it to carry on its business as it is being conducted from time to time if failure to obtain, comply with or maintain any suchAuthorisation under this sub-paragraph (iii), would reasonably be expected to have a Material Adverse Effect .

(b) The Borrower shall ensure that the Perfection Requirements are promptly complied with after the first Utilisation Date.

22.2 Compliance with laws

Each Obligor shall (and the Borrower shall ensure that each other member of the Borrower Group will) comply in all respects with all laws towhich it may be subject, if failure so to comply would reasonably be expected to have a Material Adverse Effect.

22.3 Pari passu ranking

Each Obligor shall (and the Borrower shall ensure that each other member of the Borrower Group will) ensure that its obligations under theFinance Documents rank at all times at least pari passu in right of priority and payment with the claims of all of its other unsecured andunsubordinated creditors, except for obligations mandatorily preferred by applicable law and, to the extent applicable, obligations under theCommercial Documents.

22.4 Negative pledge

(a) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will) create or permit to subsist any Securityover any of its assets.

(b) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will):

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by anObligor or any Affiliate of an Obligor;

(ii) enter into or permit to subsist any arrangement under which money or the benefit of a bank or other account may be applied,set-off or made subject to a combination of accounts; or

(iii) enter into or permit to subsist any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or offinancing the acquisition of an asset.

(c) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will) sell, transfer or otherwise dispose of anyof its receivables, except as permitted by the Finance Documents.

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(d) Paragraphs (a) and (b) above do not apply to:

(i) any Permitted Security;

(ii) up to first Utilisation Date, the Existing Facilities Security;

(iii) any Permitted FF&E Security;

(iv) any Permitted Aircraft/Watercraft Security;

(v) any Purchase Money Security; or

(vi) any RP/CP Hivedown Security.

(e) Paragraphs (a) and (b) above do not apply to sale-lease back transactions:

(i) entered into by any member of the Borrower Group;

(ii) with respect to FF&E; and

(iii) in an aggregate principal amount with respect to any such lease at any one time outstanding, taken together with all PermittedFF&E Indebtedness (without duplication), does not exceed S$600,000,000.

(f) Paragraph (c) above does not apply to:

(i) any sale of receivables by a member of the Borrower Group for cash for fair market value; or

(ii) any cash monetization of rental payments by a member of the Borrower Group,

in each case, where the cash proceeds are treated as Integrated Resort Revenues.

(g) The Security Trustee shall (and is hereby instructed by the Lenders to) release any Security created by the Security Documents over theseparate title (whether strata or otherwise) issued for the Retail Properties and/or Car Park (or relevant parts thereof), which is to be madesubject to any RP/CP Hivedown Security, at the cost and expense of the Borrower.

22.5 Disposals

(a) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will), enter into a single transaction or a seriesof transactions (whether related or not and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of:

(i) any part of the Properties comprising the hotel, conference, meeting, convention, exhibition and/or Casino facilities; and/or

(ii) any other asset.

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(b) Paragraph (a)(i) above does not apply to:

(i) any lease or licence of any part of the Properties comprising the hotel, conference, meeting, convention, exhibition and/or Casinofacilities:

(A) which are made in the ordinary course of business of the Borrower; and

(B) where the duration of any such lease or licence is for a period other than short term, the relevant lessee or licensee is

subject to the same restrictions as a tenant of the Retail Properties, as described in items (A) and (B) of paragraph (c)(i)below;

(ii) any sale, transfer or disposal permitted under paragraphs (d), (e) or (f) of Clause 22.4 ( Negative pledge );

(iii) with respect to any property (whether a tangible or intangible asset, or real or personal property), any of the following: (A) anyloss, destruction or damage of such property or asset; (B) any actual condemnation, seizure or taking by exercise of the power ofeminent domain or otherwise of such property or asset, or confiscation of such property or asset or the requisition of the use ofsuch property or asset; (C) any settlement in lieu of item (B) above, or (D) any transfer of any personal property or personal assetto the insurer in connection with an insured claim, provided that nothing in this sub-paragraph (iii) shall limit or prevent theoccurrence of any Event of Default or limit or restrict the rights of the Finance Parties under Clause 23 ( Events of Default );

(iv) any sale, lease, transfer or other disposal between or among any members of the Borrower Group (provided that the Borrower

may not dispose of any Charged Assets except as otherwise permitted by this Agreement) and if the disposing member hadgiven Security over the relevant asset, the acquiring member must give equivalent Security over that asset;

(v) any transfer, on terms reasonably satisfactory to the Agent, of immaterial portions of the Properties comprising the hotel,conference, meeting, convention, exhibition and/or Casino facilities to the Government of Singapore upon the written request ofthe Government of Singapore and its stated intent to use such portions in connection with infrastructure, roadway, utilityeasement, or other “public works” purposes (so long as such transfer does not impair in any material way the ability of theBorrower to open, manage and/or operate the hotel, conference, meeting, convention, exhibition and/or Casino facilities);

(vi) any Permitted Reorganisation of a Restricted Subsidiary or a Permitted Corporate Restructuring; or

(vii) any sale, lease, transfer or other disposal agreed by the Agent (acting on the instructions of all Lenders).

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(c) Paragraph (a)(ii) above does not apply to:

(i) in relation to any Retail Properties and/or the ArtScience Museum, any grant or agreement to grant any Lease Document in

respect of the Retail Properties (or any part of the Retail Properties) and/or the ArtScience Museum (or any part of theArt/Science Museum) made on normal commercial terms and in the ordinary course of business of the Borrower, so long as thetenant party to that Lease Document:

(A) is not permitted to register the Lease Document nor permitted to lodge a caveat in respect of the Lease Document or in

respect of any option to renew pursuant to the Lease Document at the Singapore Land Authority (or other relevantGovernmental Agency), whether before or during the continuance of the term of the Lease Document; and

(B) is not entitled to require that the Borrower subdivide those Retail Properties (or any part thereof) or the ArtScience

Museum (or any part thereof) or to do any act or thing which could result in the Borrower being required to subdivideRetail Properties and/or the ArtScience Museum,

and the Borrower shall not agree to any waiver of any of the restrictions set out in sub-paragraphs (i)(A) or (i)(B) above;

(ii) any lease or licence of any part of the Properties comprising the hotel, conference, meeting, convention, exhibition and Car Parkfacilities:

(A) which are made in the ordinary course of business of the Borrower; and

(B) where the duration of any such lease or licence is for a period other than short term, the relevant lessee or licensee is

subject to the same restrictions as a tenant of the Retail Properties, as described in items (A) and (B) of sub-paragraph(i) above;

(iii) any sale of the whole (or any part) of the Properties (other than any part of the Properties comprising the hotel, conference,meeting, convention, exhibition and/or Casino facilities) by the Borrower:

(A) for cash consideration, where:

(1) an amount of such consideration (the “ Cash Consideration ”) sufficient to repay or prepay the totaloutstanding Utilisations in full in accordance with the provisions of the definition of “Net Sale Proceeds” and“Relevant Net Sale Proceeds”, Clause 8.5 ( Mandatory prepayment from Net Sale Proceeds ), Clause 8.8 (Intercreditor Agreement ) and Clause 2 ( Mandatory Prepayment ) of the Intercreditor Agreement is receivableby the Borrower no later than the date of completion of the sale, after taking into account:

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(I) any permitted deduction;

(II) any requirement to repay or prepay the liabilities (other than the Senior Liabilities) as

contemplated by Clause 8.5 ( Mandatory prepayment from Net Sale Proceeds ) and theprovisions of the Intercreditor Agreement on a pro rata basis; and

(III) the operation of any condition exempting such repayment or prepayment or reducing the amountrequired to be applied towards such repayment or prepayment; or

(2) where the Cash Consideration is insufficient to repay or prepay the total outstanding Utilisations in full as

described in paragraph (1) above, the Borrower certifies to the Agent that it currently holds sufficient cash inan Account to make up such shortfall (and such cash shall be promptly transferred to the Prepayment Accountand shall be considered “Relevant Net Sale Proceeds” for the purposes of this Agreement);

(B) where the Relevant Net Sale Proceeds from such sale will be paid directly into the Prepayment Account (and be applied)in accordance with the Intercreditor Agreement; and

(C) where no Default has occurred and is continuing;

(iv) any sale, lease, license, transfer or other disposal (a “ CP/RP Disposal ”) of the whole (or any part) of the Retail Propertiesand/or Car Park by the Borrower to any person (including, for the avoidance of doubt, to an Excluded Subsidiary):

(A) at arm’s length and on normal commercial terms;

(B) (in the case where that CP/RP Disposal does not constitute an Exempt Disposal by reason of the non-compliance with

the applicable ratio set out in paragraph (ii) of the definition of “Exempt Disposal”) that CP/RP Disposal shall be for aconsideration:

(I) all or a part of which shall be in cash in an amount being not less than that which if paid into thePrepayment Account in accordance Clause 8.5 ( Mandatory prepayment from Net SaleProceeds ) and applied towards the prepayment of the Senior Liabilities and the other liabilitiesas contemplated by paragraph (c)(iii) of Clause 8.5 ( Mandatory prepayment from Net SaleProceeds ), would result in compliance with that ratio (the “ Minimum CP/RP Disposal CashProceeds ”); and

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(II) where the Minimum CP/RP Disposal Cash Proceeds shall be receivable no later than the completion date of

that CP/RP Disposal and upon such receipt shall be paid directly into the Prepayment Account (and beapplied) in accordance with the Intercreditor Agreement;

(C) where no Event of Default has occurred and is continuing;

(D) where the Head Lessor and the relevant Governmental Agencies have approved that CP/RP Disposal and the issue of

separate title (whether strata or otherwise) for the Retail Properties (or the relevant portion thereof) and/or Car Park (orthe relevant portion thereof) (as applicable), in a manner that will not materially and adversely effect the interests of theLenders (taken as a whole);

(E) the part of the Retail Properties and/or the Car Park, if any, that continues to be financed by the Facilities, shall remainsubject to the Security created by the relevant Security Documents; and

(F) all the other Properties (other than such part of the Retail Properties and/or Car Park subject to the sale under thisparagraph (c)(iv)) shall remain subject to the Security created by the relevant Security Documents;

(v) any sale, lease, transfer or other disposal of any moveable asset or Intellectual Property Rights made:

(A) in the ordinary course of business;

(B) either in exchange for or to be replaced by other assets comparable or superior as to type, value and quality; or

(C) due to obsolescence or wear and tear or where that asset is no longer material to the business of the Borrower Grouptaken as a whole;

(vi) any disposal of cash, cash equivalents or Cash Equivalent Investments:

(A) for the acquisition of assets or Investments permitted to be acquired under this Agreement; or

(B) for any other purpose not prohibited under this Agreement;

(vii) any sale, transfer or disposal permitted under paragraphs (d), (e) or (f) of Clause 22.4 ( Negative pledge );

(viii) any sale, lease, transfer or other disposal agreed by the Agent (acting on the instructions of the Majority Lenders);

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(ix) with respect to any property (whether a tangible or intangible asset, or real or personal property), any of the following: (A) anyloss, destruction or damage of such property or asset; (B) any actual condemnation, seizure or taking by exercise of the power ofeminent domain or otherwise of such property or asset, or confiscation of such property or asset or the requisition of the use ofsuch property or asset; (C) any settlement in lieu of item (B) above, or (D) any transfer of any personal property or personal assetto the insurer in connection with an insured claim, provided that nothing in this sub-paragraph (ix) shall limit or prevent theoccurrence of any Event of Default or limit or restrict the rights of the Finance Parties under Clause 23 ( Events of Default );

(x) any sale, lease, transfer or other disposal of Intellectual Property Rights to any Affiliate in connection with the overall

management of Intellectual Property Rights of the Sponsor and its Subsidiaries, so long as the Borrower’s ability to use anynecessary Intellectual Property Rights and otherwise carry on its business as then conducted and contemplated to be conductedis not hindered thereby;

(xi) any sale, lease, transfer or other disposal between or among any members of the Borrower Group (provided that the Borrower

may not dispose of any Charged Assets except as otherwise permitted by this Agreement) and if the disposing member hadgiven Security over the relevant asset, the acquiring member must give equivalent Security over that asset;

(xii) any sale, lease, transfer or other disposal on market terms of any construction equipment no longer required for the BorrowerGroup’s business;

(xiii) any transfer, on terms reasonably satisfactory to the Agent, of immaterial portions of the Properties to the Government of

Singapore upon the written request of the Government of Singapore and its stated intent to use such portions in connection withinfrastructure, roadway, utility easement, or other “public works” purposes (so long as such transfer does not impair in anymaterial way the ability of the Borrower to open, manage and/or operate the Integrated Resort);

(xiv) the dissolution, liquidation or winding-up of any Excluded Subsidiary, provided that prior to such event, any assets held by theentity to be so dissolved, liquidated or wound-up are distributed to a member of the Borrower Group;

(xv) any Permitted Reorganisation of a Restricted Subsidiary or a Permitted Corporate Restructuring;

(xvi) any sale, lease, transfer or other disposal of any FF&E permitted by the terms of the relevant Permitted FF&E Indebtedness,provided that all proceeds from a sale are applied in accordance with the terms of such Permitted FF&E Indebtedness;

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(xvii) any sale, lease, transfer or other disposal of any Aircraft/Watercraft subject to any Permitted Aircraft/Watercraft Indebtedness,

provided that all proceeds from a sale are applied in accordance with the terms of such Permitted Aircraft/WatercraftIndebtedness;

(xviii) any sale, lease, transfer or other disposal of the Retail Properties (or the relevant portion thereof) and/or Car Park (or the relevant

portion thereof) subject to any RP/CP Hivedown Refinancing Indebtedness to any Excluded Subsidiary, provided that allproceeds from a sale are applied in accordance with the terms of such RP/CP Hivedown Refinancing Indebtedness;

(xix) any sale, transfer or other disposal (an “ Other Asset Disposal ”) of assets (other than the Retail Properties and/or Car Park):

(A) at arm’s length and on normal commercial terms;

(B) (in the case where that Other Asset Disposal does not constitute an Exempt Disposal by reason of the non-compliance

with the applicable ratio set out in paragraph (ii) of the definition of “Exempt Disposal”) that Other Asset Disposal shall befor a consideration:

(I) all or a part of which shall be in cash in an amount being not less than that which if paid into the PrepaymentAccount in accordance Clause 8.5 ( Mandatory prepayment from Net Sale Proceeds ) and applied towards theprepayment of the Senior Liabilities and the other liabilities as contemplated by paragraph (c)(iii) of Clause 8.5( Mandatory prepayment from Net Sale Proceeds ), would result in compliance with that ratio (the “ MinimumOther Asset Disposal Cash Proceeds ”); and

(II) where the Minimum Other Asset Disposal Cash Proceeds shall be receivable no later than the completion

date of that Other Asset Disposal and upon such receipt shall be paid directly into the Prepayment Account(and be applied) in accordance with the Intercreditor Agreement;

(C) where the fair market value of such assets (when aggregated with the fair market value of all other assets sold,

transferred or otherwise disposed as permitted under this paragraph (xix)) does not exceed S$100,000,000 (or itsequivalent in another currency or currencies); and

(D) where no Event of Default has occurred and is continuing;

(xx) any sale, lease, transfer or other disposal of the business, operations and undertakings in respect of the ArtScience Museum

(other than any part of the Properties comprising the ArtScience Museum) to any Excluded Subsidiary in connection with one ormore charitable purposes;

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(xxi) the making of an investment permitted by paragraph (b) of Clause 22.15 ( Acquisitions and investments ); or

(xxii) any sale, lease, transfer or other disposal of any moveable asset, where the fair market value (when aggregated with the fair

market value for any other sale, lease, transfer or other disposal of moveable assets, other than any permitted undersub-paragraphs (i) to (xxi) above) does not exceed S$15,000,000 (or its equivalent in another currency or currencies) in anycalendar year.

(d) The Security Trustee shall (and is hereby instructed by the Lenders to) release any Security created by the Security Documents over anyassets subject to a permitted disposal under paragraph (c) above, at the cost and expense of the Borrower and subject to the satisfaction ofany terms and conditions applicable to such disposal.

22.6 Financial Indebtedness

(a) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will) incur or have outstanding any FinancialIndebtedness or any Designated RPS.

(b) Paragraph (a) above does not apply to:

(i) up to the first Utilisation Date, Financial Indebtedness in respect of the Existing Facilities;

(ii) any Financial Indebtedness under the Finance Documents;

(iii) any Internal Subordinated Debt (including any Guarantee in respect thereof issued by any member of the Borrower Group which

constitutes Internal Subordinated Debt) and any External Subordinated Debt (including any Guarantee in respect thereof issuedby any member of the Borrower Group which constitutes External Subordinated Debt);

(iv) any Designated RPS issued by any member of the Borrower Group (provided the aggregate principal amount of all such

Designated RPS, without double counting, shall not at any one time exceed S$1,000,000,000 (or its equivalent in anothercurrency or currencies));

(v) any Incremental Indebtedness and any Guarantee issued by any member of the Borrower Group in respect of that Incremental

Indebtedness (provided the aggregate outstanding principal amount of (A) all such Incremental Indebtedness and Guarantees,without double counting and (B) the amount of Facility C Loans then outstanding, shall not at any one time exceedS$1,000,000,000 (or its equivalent in another currency or currencies));

(vi) any Mezzanine Indebtedness and any Guarantee issued by any member of the Borrower Group in respect of that Mezzanine

Indebtedness (provided the aggregate outstanding principal amount of all such Mezzanine Indebtedness and Guarantees, withoutdouble counting, shall not at any one time exceed S$1,000,000,000 (or its equivalent in another currency or currencies));

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(vii) any Permitted Aircraft/Watercraft Indebtedness and any Guarantee issued by any member of the Borrower Group in respect of

that Permitted Aircraft/Watercraft Indebtedness (provided the aggregate outstanding principal amount of all such PermittedAircraft/Watercraft Indebtedness and Guarantees, without double counting, shall not at any one time exceed S$300,000,000 (orits equivalent in another currency or currencies));

(viii) any Permitted FF&E Indebtedness and any Guarantee issued by any member of the Borrower Group in respect of that Permitted

FF&E Indebtedness (provided the aggregate outstanding principal amount of all such Permitted FF&E Indebtedness andGuarantees, without double counting, shall not at any one time exceed S$500,000,000 (or its equivalent in another currency orcurrencies));

(ix) any Purchase Money Indebtedness and any Guarantee issued by any member of the Borrower Group in respect of that Purchase

Money Indebtedness (provided the aggregate outstanding principal amount of all such Purchase Money Indebtedness andGuarantees, without double counting, shall not at any one time exceed S$30,000,000 (or its equivalent in another currency orcurrencies));

(x) any Permitted Refinancing Indebtedness or RP/CP Hivedown Refinancing Indebtedness;

(xi) any Financial Indebtedness owed by any member of the Borrower Group to another member of the Borrower Group;

(xii) to the extent that such incurrence does not result in the incurrence by any member of the Borrower Group of any obligation for the

payment of Financial Indebtedness of others (other than other members of the Borrower Group), any Financial Indebtedness of amember of the Borrower Group incurred solely in respect of:

(A) performance bonds, completion guarantees, standby letters of credit or bankers’ acceptances, letters of credit in order toprovide security for workers’ compensation claims, payment obligations in connection with self insurance or similarrequirements, surety and similar bonds and statutory claims of lessors, licensees, contractors, franchisees or customersin each case to the extent the Financial Indebtedness in respect of such facilities are on terms more favourable thanthose under the Ancillary Facilities; and

(B) bonds securing the performance of judgments or a stay of process in proceedings to enforce a contested liability or inconnection with any order or decree in any legal proceeding,

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provided that such Financial Indebtedness described in this sub-paragraph (xii) was incurred in the ordinary course of business of themember of the Borrower Group and the aggregate principal amount outstanding of all such Financial Indebtedness pursuant to thissub-paragraph (xii) does not at any one time exceed S$120,000,000 (or its equivalent in another currency or currencies);

(xiii) any Financial Indebtedness arising from any agreement entered into by any member of the Borrower Group providing for

indemnification, purchase price adjustment or similar obligations, in each case, incurred or assumed in connection with a sale,lease, license, transfer or other disposition of any asset permitted pursuant to paragraph (c) of Clause 22.5 ( Disposals );

(xiv) any Financial Indebtedness in respect of derivative transactions entered into pursuant to Clause 22.8 ( Hedging );

(xv) any Financial Indebtedness permitted by paragraph (b) of Clause 22.7 ( Loans and guarantees );

(xvi) investments permitted pursuant to paragraph (b) of Clause 22.15 (Acquisitions and investments ) to the extent they constituteFinancial Indebtedness;

(xvii) any Financial Indebtedness of any member of the Borrower Group, to the extent constituting or covered by a guarantee, bond,letter of credit or other instrument issued under any Ancillary Facility; and

(xviii) any Financial Indebtedness existing on the original date of this Agreement and listed in Schedule 12 ( Existing Indebtedness ),

and any replacement, renewal, refinancing, refunding or extension of that Financial Indebtedness in whole or in part by themember of the Borrower Group that originally incurred such Financial Indebtedness except to the extent the principal amount ofthat Financial Indebtedness exceeds the amount stated in that Schedule.

(c) For the avoidance of doubt, nothing in paragraph (a) above shall prohibit the establishment by any member of the Borrower Group (whetheras issuer or guarantor) of a medium term note programme (an “ MTN Programme ”) provided that the incurrence by a member of theBorrower Group of any Financial Indebtedness under any MTN Programme shall be subject to the provisions of this Clause 22.6.

22.7 Loans and guarantees

(a) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will):

(i) make any loan, or provide any form of credit or financial accommodation, to any other person; or

(ii) give or issue any guarantee, indemnity, bond or letter of credit to or for the benefit of, or in respect of liabilities or obligations of,any other person or voluntarily assume any liability (whether actual or contingent) of any other person.

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(i) up to the first Utilisation Date, any Guarantees or indemnities in respect of the Existing Facilities;

(ii) any loans, Guarantees or indemnities under the Finance Documents;

(iii) any customary indemnities in respect of any Permitted FF&E Indebtedness, any Permitted Refinancing Indebtedness, any

Permitted Aircraft/Watercraft Indebtedness, any External Subordinated Debt, any Incremental Indebtedness, any MezzanineIndebtedness or any Purchase Money Indebtedness;

(iv) any Guarantee issued by any member of the Borrower Group in respect of any Incremental Indebtedness to the extent it complieswith paragraph (b)(v) of Clause 22.6 ( Financial Indebtedness );

(v) any Guarantee issued by any member of the Borrower Group in respect of any Mezzanine Indebtedness to the extent it complieswith paragraph (b)(vi) of Clause 22.6 ( Financial Indebtedness );

(vi) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Aircraft/Watercraft Indebtedness to theextent it complies with paragraph (b)(vii) of Clause 22.6 ( Financial Indebtedness ));

(vii) any Guarantee issued by any member of the Borrower Group in respect of any Permitted FF&E Indebtedness to the extent itcomplies with paragraph (b)(viii) of Clause 22.6 ( Financial Indebtedness ));

(viii) any Guarantee issued by any member of the Borrower Group in respect of any Purchase Money Indebtedness to the extent itcomplies with paragraph (b)(ix) of Clause 22.6 ( Financial Indebtedness ));

(ix) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Refinancing Indebtedness to the extentit complies with paragraph (b)(x) of Clause 22.6 ( Financial Indebtedness ));

(x) any Guarantee issued by any member of the Borrower Group in respect of any Subordinated Debt to the extent it complies withparagraph (b)(iii) of Clause 22.6 ( Financial Indebtedness ));

(xi) any investments permitted under Clause 22.15 (Acquisitions and investments ) to the extent they constitute loans, guarantees,indemnities or other contingent liabilities;

(xii) any trade credit, guarantees, indemnities, bonds and letters of credit granted, given or issued by an Obligor on arm’s length termsand in the ordinary course of its trading, not in respect of Financial Indebtedness;

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(xiii) any loans, guarantees, indemnities, bonds and letters of credit permitted by paragraph (b) of Clause 22.6 ( FinancialIndebtedness );

(xiv) any Borrower Group Subordinated Guarantees; or

(xv) any loans by the Borrower to:

(A) the HoldCo which directly holds, legally and beneficially, more than half of the issued share capital of the Borrower; or

(B) all HoldCos (whether pro rata in accordance with the proportion of each HoldCo’s shareholding in the Borrower orotherwise) on a joint and several basis;

(xvi) loans, guarantees or indemnities with respect to Financial Indebtedness and other obligations of another member of the Borrower

Group (which Financial Indebtedness or obligation is otherwise permitted under this Agreement, provided that the ranking andpriority of such guarantees and/or indemnities shall be no more favourable than the ranking and priority of the FinancialIndebtedness or obligation to which it relates); or

(xvii) any loans or advances made by any member of the Borrower Group to employees or directors or former employees or directorsof any member of the Borrower Group in an amount not to exceed S$5,000,000 in the aggregate outstanding at any time.

22.8 Hedging

(a) No Obligor shall (and the Borrower shall ensure that no member of the Borrower Group will) enter into any derivative transaction, otherthan:

(i) in respect of the Facilities and any other Financial Indebtedness permitted to be incurred pursuant to this Agreement;

(ii) spot and forward delivery foreign exchange contracts entered into in the ordinary course of business and not for speculativepurposes; and

(iii) any derivative transaction entered into for the hedging of actual or projected real exposures arising in the ordinary course oftrading activities of a member of the Borrower Group and not for speculative purposes.

(b) The Borrower may, but shall not be obliged to, request that a Lender (or an Affiliate of a Lender) which provides the Borrower with anyhedging in connection with interest payable in respect of the Senior Liabilities, the Secured Incremental Liabilities and/or the SecuredPermitted Refinancing Liabilities accedes to the Intercreditor Agreement as a Hedging Bank.

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22.9 Commercial Documents

(a) The Borrower shall:

(i) perform and comply with:

(A) its obligations under or in connection with the Development Agreement and the Head Lease, other than obligations of aminor or technical nature, the non-fulfilment of which would not be materially adverse to the interests of the Lenders;

(B) the Consent; and

(C) in all material respects with its material obligations under or in connection with the other Commercial Documents;

(ii) notify the Agent (promptly upon becoming aware of the same) of:

(A) any breach by any party of its obligations or any default under the Development Agreement, the Head Lease or theConsent; and

(B) any material breach by any party of its obligations or any default under the Commercial Documents;

(iii) take all reasonable steps to enforce (except to the extent permitted by paragraph (b) below):

(A) any claim or right it has under or in connection with the Development Agreement, the Head Lease or the Consent; and

(B) any material claim or right it has under or in connection with any other Commercial Document;

(iv) notify the Agent promptly of any material claim made under a Commercial Document; and

(v) provide the Agent with reasonable details of any claim under sub-paragraph (iv) above and its progress and notify the Agent assoon as practicable upon that claim being resolved.

(b) The Borrower shall not amend, terminate, give any waiver or consent under, or agree or decide not to enforce, in whole or in part, any termor condition of:

(i) the Development Agreement, the Head Lease or the Consent, save for amendments, waivers, consents or non-enforcementswhich:

(A) are not materially adverse to the interests of the Lenders;

(B) are minor or technical; or

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(C) have been approved in writing by the Agent (acting on the instructions of the Majority Lenders (which approval shall notbe unreasonably withheld)); or

(ii) any other Commercial Document, save for non-material amendments, waivers, consents or non-enforcements or amendments,

waivers, consents or non-enforcements which are not materially adverse to the interests of the Lenders, are minor or technical orhave been approved in writing by the Agent (acting on the instructions of the Majority Lenders (such consent not to beunreasonably withheld)).

22.10 Accounts

(a) The Borrower shall, in good time before the date that it estimates that any prepayment amount will become payable, open and at all timesthereafter during the continuance of this Agreement, maintain the Prepayment Account with the Security Trustee.

(b) Subject to paragraph (c) below, each Obligor shall promptly ensure that each of its bank, deposit, savings, current or other account (each,an “ Account ”) opened and maintained with a bank or financial institution is:

(i) (in the case where that Account is opened and maintained with a bank or financial institution located in Singapore) charged in

favour of the Security Trustee in accordance with a Debenture or (as the case may be) the Restricted Subsidiary Debenture towhich it is a party; and

(ii) (in the case where that Account is opened and maintained with a bank or financial institution located in a jurisdiction other thanSingapore (an “ Offshore Collection Account ”)) charged in favour of the Security Trustee on substantially the same terms asthose contained in a Debenture or (as the case may be) the Restricted Subsidiary Debenture to which it is a party pursuant to anOffshore Collection Account Security Document governed by the law of such jurisdiction, in form and substance satisfactory tothe Security Trustee.

(c) Paragraph (b) above does not apply to any Account:

(i) (in the case where that Account is an Offshore Collection Account) to the extent that the amount standing to the credit of that

Offshore Collection Account, when aggregated with the amount standing to the credit of all other Offshore Collection Accountswhich are not charged in favour of the Security Trustee, does not exceed S$35,000,000 (or its equivalent in another currency orcurrencies) at any time, it being understood that:

(A) no Offshore Collection Account shall be required to be charged in favour of the Security Trustee where the aggregate

amount standing to the credit of all Offshore Collection Accounts, does not exceed S$35,000,000 (or its equivalent inanother currency or currencies) at any time; and

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(B) where the aggregate amount standing to the credit of all Offshore Collection Accounts at any time exceeds

S$35,000,000 (or its equivalent in another currency or currencies) (such excess amount, the “ Excess Amount ”) therequirement in paragraph (b)(ii) above shall only apply in respect of such Offshore Collection Accounts representing theExcess Amount;

(ii) which solely contains cash owned by customers of an Obligor or cash held by an Obligor in a fiduciary capacity for its customersor employees or is otherwise a fiduciary account where none of the Obligors is a beneficiary; or

(iii) which are used solely to receive proceeds of any Permitted FF&E Indebtedness.

22.11 Change of business

The Borrower shall ensure that no material change is made to the general nature of the business of the Borrower or the Borrower Grouptaken as a whole from that carried on at the original date of this Agreement except:

(a) as results from the ownership and operation of the Integrated Resort; or

(b) where the change involves any activity or business incidental, related or similar thereto, or any business or activity that is areasonable extension, development or expansion thereof or ancillary thereto, including, but not limited to, any internet gaming,hotel, entertainment, recreation, convention, trade show, meeting, retail sales, leasing, transportation or other activity or businessdesignated to promote, market, support, develop, construct or enhance the casino gaming, hotel, retail and entertainment, malland/or resort business operated by the Borrower Group.

22.12 Merger

No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will) enter into any amalgamation, demerger,merger or corporate reconstruction or reorganisation other than:

(a) in relation to a Restricted Subsidiary:

(i) any Permitted Reorganisation; or

(ii) any internal corporate reconstruction or reorganisation that:

(A) does not result in any amalgamation, demerger or merger; and

(B) will not result in a Default or a Material Adverse Effect; and

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(b) in relation to the Borrower, any internal corporate reconstruction or reorganisation (including a transfer of assets to a wholly-owned Restricted Subsidiary) that:

(i) is made principally for purposes of corporate efficiency and with the consent of the Majority Lenders (provided thatwhere such corporate reconstruction or reorganisation involves or relates to any matter (including, without limitation, therelease of any Security created pursuant to any Security Document or of any Charged Assets) requiring the consent ofany group of Finance Parties (including all Lenders), the consent of such group of Finance Parties shall also berequired);

(ii) will not result in a Default or a Material Adverse Effect; and

(iii) either:

(A) does not result in any amalgamation, demerger or merger; or

(B) where it results in a merger with a Restricted Subsidiary, the Borrower is, and will be, the surviving legal entity

and the Agent receives a legal opinion (in form and substance reasonably satisfactory to the Agent) from thelegal advisers to the Borrower in Singapore, confirming this.

22.13 Restricted payments


(i) pay, repay or prepay any principal, interest (provided that interest (A) may accrue or be capitalised and (B) may be evidenced by

any instrument which constitutes Subordinated Debt or equity) or other amount on or in respect of, or redeem, purchase ordefease, any Subordinated Debt (each, a “ Subordinated Payment ”); or

(ii) reduce, return, purchase, repay, cancel or redeem any of its shares (each, a “ Redemption ”).

(b) Paragraph (a) above does not apply to, if no Event of Default is continuing, the payment of interest, fees, commissions, costs and expensesand other payments not in the nature of principal, due and payable in respect of External Subordinated Debt.

(c) The Borrower shall not declare, pay or make any dividend or other equivalent payment or equivalent distribution of any kind (each, a “Dividend ”) to its shareholders on or in respect of any of its shares.

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(d) Paragraphs (a) and (c) above do not apply to:

(i) any Subordinated Payment, Dividend or Redemption which is a Permitted Transaction (Designated Sale) provided that the

amount of any Subordinated Payment or Redemption under this paragraph (i) may not exceed such amount, prescribed by anyapplicable law, had it been a Dividend;

(ii) any payments (including any Dividend) to any HoldCo or any member of the consolidated group of which that HoldCo is the

common parent, for the purpose of reimbursing that HoldCo or such member for any Taxes incurred by that HoldCo or suchmember that are directly attributable to its ownership of the Borrower (as certified by an authorised officer or authorised signatoryof the Borrower to the Agent), where no Default is continuing or would reasonably be expected to result from such payment;

(iii) any payment to any HoldCo or its Affiliates:

(A) for the sole purpose of reimbursing that HoldCo or its Affiliates for any project costs or operating costs (including any

royalty payments) incurred by that HoldCo or its Affiliates on behalf of the Borrower (as certified by an authorised officeror authorised signatory of the Borrower to the Agent); and

(B) where no Default is continuing or would reasonably be expected to result from such payment;

(iv) any Dividend declared, paid or made to any HoldCo to enable that HoldCo to pay interest, fees, commissions, costs and

expenses and other payments not in the nature of principal on HoldCo Subordinated Debt, where no Default is continuing orwould reasonably be expected to result from such Dividend;

(v) where no Default is continuing or would reasonably be expected to result from such Dividend, Dividends to any Holdco (A) in anaggregate amount not to exceed S$2,000,000 in any financial year of the Borrower, to the extent necessary to permit that Holdcoto pay general administrative costs and expenses and (B) to the extent necessary to permit that Holdco to pay franchise taxes,and accounting, legal and other professional fees in relation to (1) the Borrower and/or the Integrated Resort, (2) that Holdco in itscapacity as the owner of the equity interests of the Borrower, and (3) all activities of that Holdco in such capacity referred to in theforegoing item (2);

(vi) any Subordinated Payment, Dividend or Redemption which is a Permitted Transaction (Leverage Ratio) provided that the amount

of any Subordinated Payment or Redemption under this paragraph (vi) may not exceed such amount, prescribed by anyapplicable law, had it been a Dividend; or

(vii) any Subordinated Payment, Dividend or Redemption which is a Permitted Transaction (Miscellaneous) provided that the amount

of any Subordinated Payment or Redemption under this paragraph (vii) may not exceed such amount, prescribed by anyapplicable law, had it been a Dividend.

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(e) Paragraphs (a) and (c) above do not apply to any payment, dividend, distribution or release made in accordance with paragraph (b) of

Clause 21.2 ( Rectification ).

22.14 Arm’s length terms

No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will) enter into any contract or arrangementwith or for the benefit of any Affiliate (including any disposal to that person) other than:

(a) on arm’s length terms;

(b) any transaction, agreement, contract or arrangement permitted by Clause 22.5 ( Disposals ), Clause 22.6 ( Financial

Indebtedness) ), Clause 22.7 ( Loans and guarantees ), Clause 22.13 ( Restricted payments ) or Clause 22.15 (Acquisitions andinvestments );

(c) any inter-company services and/or procurement contract or arrangement to be entered into by the Borrower on terms consistentwith the past practice of other Subsidiaries of the Sponsor for performing similar functions;

(d) transfers of Intellectual Property Rights permitted by paragraph (c)(x) of Clause 22.5 ( Disposals );

(e) any equity contributions or Internal Subordinated Debt which are made to the Borrower solely to finance the prepayment orrepayment of Loans or for any other purpose permitted by this Agreement;

(f) any employment, compensation, indemnification, non-competition or confidentiality agreement or arrangement entered into by a

member of the Borrower Group with its employees or directors in the ordinary course of business or as approved by a majority ofthe members of the board of directors (or functional equivalent thereof) of such member of the Borrower Group in its reasonabledetermination;

(g) loans or advances to employees of the members of the Borrower Group permitted under paragraphs (b)(v) and (b)(xii) of Clause22.15 (Acquisitions and investments );

(h) transactions contemplated by each Commercial Document;

(i) reciprocal easement and other similar agreements required or permitted to be entered into pursuant to the Finance Documents;

(j) (A) license agreements with an Excluded Subsidiary (including licenses permitting an Excluded Subsidiary to use IntellectualProperty Rights of the members of the Borrower Group) and (B) any other agreements with an Excluded Subsidiary, provided theterms of such other agreement under this item (B) or any amendment to such agreement are no less favorable to the members ofthe Borrower Group than those that would have been obtained in a comparable transaction by such member with an unrelatedperson;

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(k) any agreement not specifically prohibited hereunder by an Excluded Subsidiary to pay management fees to a member of theBorrower Group directly or indirectly;

(l) any arrangement permitted or contemplated by this Agreement;

(m) any contract or arrangement agreed by the Majority Lenders;

(n) the Trademark License Agreement effective as of 27 April 2010 made between the Borrower and LVS Dutch Intermediate

Holding B.V., a private Dutch company with limited liability, and the transfer, from time to time, of Intellectual Property Rights tothe Sponsor and/or its Affiliates so long as the transferor retains or will obtain a licence to use such Intellectual Property Rights;

(o) any transaction, in connection with any charitable purpose, between an Obligor and the Excluded Subsidiary described inparagraph (xx) in Clause 22.5 ( Disposals );

(p) any transaction arising between members of the Borrower Group not specifically prohibited by this Agreement; or

(q) payments to the Borrower and repayments by the Borrower of Sponsor Group Contributions permitted by paragraph (b) of Clause21.2 ( Rectification ).

22.15 Acquisitions and investments


(i) invest in or acquire any share in or any security issued by any person, or any interest therein or in the capital of any person, ormake any capital contribution to any person; or

(ii) invest in or acquire any business or going concern, or the whole or substantially the whole of the assets or business of anyperson, or any assets that constitute a division or operating unit of the business of any person.


(i) the operation of the Integrated Resort (including the acquisition of any FF&E);

(ii) Investments (including the formation or creation of a Subsidiary in compliance with the terms of this Agreement) by any memberof the Borrower Group in any other member of the Borrower Group;

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(iii) any Investment made as a result of the receipt of non-cash consideration from the sale of any asset that was made pursuant toand in compliance with this Agreement;

(iv) trade receivables owing to any member of the Borrower Group if created or acquired in the ordinary course of business and

payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include suchconcessionary trade terms as such member of the Borrower Group deems reasonable under the circumstances;

(v) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated asexpenses for accounting purposes and that are made in the ordinary course of business;

(vi) Investments by the members of the Borrower Group in any Excluded Subsidiary, where those Investments are made with

proceeds that the Borrower is permitted to invest (or not restricted from investing) pursuant to the paragraph (iii) of the definitionof “Excluded Subsidiary”;

(vii) any Investment of property (other than cash) by the Borrower where such property was originally contributed to the Borrower by a

member of the Sponsor Group in exchange for common equity of the Borrower or for Financial Indebtedness owing by theBorrower to that member of the Sponsor Group constituted as Internal Subordinated Debt;

(viii) Investments of cash or property in any joint venture, partnership, consortium or Excluded Subsidiary the amount of which when

aggregated with all other Investments permitted under this sub-paragraph (viii), does not exceed S$25,000,000 in any financialyear of the Borrower;

(ix) Investments by the members of the Borrower Group consisting of securities or other obligations received in settlement of debtcreated in the ordinary course of business where the debt is not incurred in contemplation of the acquisition of those Investments;

(x) to the extent constituting Investments, transfers of Intellectual Property Rights permitted pursuant to paragraph (c)(x) of Clause22.5 ( Disposals );

(xi) any Investment in or purchase of any Cash Equivalent Investments;

(xii) any indebtedness incurred by the members of the Borrower Group permitted under Clause 22.6 ( Financial Indebtedness ) and

any Guarantee, indemnity or contingent liability permitted under Clause 22.7 ( Loans and guarantees ), to the extent suchindebtedness or contingent liability constitutes an Investment;

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(xiii) any Investments in the form of cash:

(A) which (when aggregated with the amount of all other Investments permitted under this sub-paragraphs (xiii)) does not, atany time, exceed the Cash Investment Limit as at the date of such Investments;

(B) where no Default is continuing or would reasonably be expected to result from such Investment; and

(C) where the ratio of Debt as of the last Relevant Date falling on or before the date of such Investments to Consolidated

Adjusted EBITDA for the Relevant Period ending on that Relevant Date is less than 3.50 to 1, as evidenced by aCompliance Certificate delivered to the Agent on or before the date of such Investments, setting out (in reasonabledetail) computations as to compliance with the above ratio);

(xiv) any Investment:

(A) which falls within the description of paragraph (d) of the definition of “Controlled Transaction”; and

(B) which is a Permitted Transaction (Designated Sale), a Permitted Transaction (Leverage Ratio) or a PermittedTransaction (Miscellaneous);

(xv) any Permitted Investment;

(xvi) any other Investment approved by the Majority Lenders; or

(xvii) any Investment where the amount of such Investments (when aggregated with the amount of all other Investments other than anypermitted under sub-paragraphs (i) to (xvi) above) does not exceed S$50,000,000 at any time.

22.16 Assets

The Borrower shall maintain all its assets necessary for the conduct of its business as conducted from time to time in good working orderand condition, ordinary wear and tear excepted.

22.17 Insurance

(a) Each Obligor shall (and the Borrower shall ensure that each other member of the Borrower Group will) maintain insurances on and inrelation to its business and assets with reputable underwriters or insurance companies:

(i) against those risks, and to the extent, usually insured against by prudent companies located in the same or a similar location andcarrying on a similar business; and

(ii) against those risks, and to the extent, required by applicable law or by contract, including, in relation to the Borrower, those risksset out, and at commercially prudent levels.

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(b) Without limiting paragraph (a) above, each Borrower shall maintain insurance on all of its assets of an insurable nature (including, without

limitation, the Properties):

(i) against loss or damage by fire and other risks normally insured against by persons carrying on a similar business in a sum orsums at least equal to the higher of:

(A) US$3,000,000,000 (or its equivalent in another currency or currencies); and

(B) the estimated maximum loss in respect of the Properties as set out in the most recent Insurance Report (or if none, theOriginal Insurance Report) delivered to the Agent pursuant to this Agreement; and

(ii) against loss or damage by terrorism in a sum or sums at least equal to US$1,500,000,000 (or its equivalent in another currencyor currencies) provided that:

(A) the Borrower may maintain such insurance for a lower amount (including, for the avoidance of doubt, zero) if that

amount represents the maximum insurance coverage against loss or damage by terrorism which the Borrower canreasonably obtain for the time being; and

(B) the Borrower may elect not to maintain such insurance in any financial year if the aggregate premium payable in respect

of such insurance in that financial year is equal to or more than 125 per cent. of the aggregate premium paid or payablein respect of any equivalent original insurances existing in the immediately preceding financial year (or if none, the mostrecent financial year before that year) which such insurance is intended to replace.

(c) Each Obligor acknowledges that it is the sole party liable to pay premiums and shall (and the Borrower shall ensure that each other memberof the Borrower Group will) promptly pay such premiums and do all things necessary to maintain insurances required of it by paragraphs(a) and (b) above.

(d) The Borrower shall:

(i) supply to the Agent prior to the first Utilisation Date and promptly upon subsequent written request (such request to be made not

more than once a year), certified true copies of each insurance policy or certificate of insurance issued by insurance brokers orunderwriters relating to it and required by this Clause 22.17;

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(ii) promptly notify the Agent of any fact, act or omission which has caused or may cause it to be in breach of any provision of this

Clause 22.17 in relation to the Borrower and of any purported or threatened avoidance of any insurance policy in relation to theBorrower required by this Clause 22.17; and

(iii) promptly notify the Agent of any claim or notification under any of its insurance policies which is for, or would reasonably beexpected to result in a claim under that policy for, at least S$35,000,000 (or its equivalent in another currency or currencies).

(e) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will) do or omit to do anything which:

(i) would reasonably be expected to render any insurance required by this Clause 22.17 void, voidable or unenforceable; or

(ii) would entitle any insurer of that Obligor to reduce or avoid its liability under any such insurance which would reasonably beexpected to be materially adverse to the interests of the Finance Parties.

22.18 Environmental undertakings

Each Obligor shall (and the Borrower shall ensure that each other member of the Borrower Group will):

(a) comply in all material respects with all Environmental Laws to which it may be subject; and

(b) obtain all material Environmental Licences required or desirable in connection with its business and comply in all materialrespects with the terms of all those Environmental Licences ,

except for, in each case where a failure to do so would not reasonably be expected to have a Material Adverse Effect.

22.19 Taxes

(a) Each Obligor shall (and the Borrower shall ensure that each other member of the Borrower Group) shall pay all Taxes required to be paidby it when due (or, if earlier, before any penalty is or could be imposed, and before any Security is or could be imposed ranking in priority tothe claims of any Finance Party or to any Security created pursuant to the Security Documents).

(b) Paragraph (a) above does not apply to any Taxes:

(i) being contested by the relevant Obligor or member of the Borrower Group in good faith and in accordance with the relevantprocedures;

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(ii) which have been adequately disclosed in its financial statements, and for which adequate reserves are being maintained inaccordance with GAAP; and

(iii) where payment can be lawfully withheld and will not result in the imposition of any penalty or Security as described in paragraph(a) above.

22.20 Financial assistance

Each Obligor shall ensure that all payments made by it, and any Security created pursuant to any Finance Document by it, are made orcreated in compliance with any applicable law or regulation in any relevant jurisdiction concerning financial assistance by a company for theacquisition of or subscription for shares .

22.21 External Subordinated Debt

No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will) in relation to any External SubordinatedDebt and in the case where the subordination in respect thereof contemplated by paragraph (i) of the definition of “External SubordinatedDebt” is achieved (or is intended to be achieved) pursuant to paragraph (i)(B) of that definition) amend, vary or waive any term within thedocumentation relating to that External Subordinated Debt where such amendment, variation or waiver would result in that ExternalSubordinated Debt falling outside the description of “External Subordinated Debt”.

22.22 Incremental Indebtedness

(a) Notwithstanding anything in Clause 6.2 ( Payment of Secured Incremental Liabilities ) of the Intercreditor Agreement, where any Obligormakes any voluntary payment, repayment or prepayment in the nature of principal on all or any part of any Incremental Indebtedness (an “Incremental Indebtedness Voluntary Prepayment ”), the Borrower shall (and shall ensure that each other member of the Borrower Groupwill), on or about the same date, prepay the Facility A Loans in accordance with Clause 8.9 ( Voluntary prepayment of Facility A Loans ) byan amount representing a fraction of all Facility A Loans where:

(i) the numerator of such fraction is the amount the Incremental Indebtedness Voluntary Prepayment; and

(ii) the denominator of such fraction is the aggregate principal amount of all Incremental Indebtedness immediately prior to theIncremental Indebtedness Voluntary Prepayment.

(b) Paragraph (a) above does not apply where:


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(ii) on the date of the Incremental Indebtedness Voluntary Prepayment:

(A) the Debt (but without taking into account the effect that Incremental Indebtedness Voluntary Prepayment) as of the lastRelevant Date falling on or before the date of the Incremental Indebtedness Voluntary Prepayment;

to:

(B) the Consolidated Adjusted EBITDA for the Relevant Period ending on the Relevant Date described in paragraph(A) above,


22.23 Permitted Refinancing Indebtedness

(a) Notwithstanding anything in Clause 7.2 ( Payment of Secured Permitted Refinancing Liabilities ) of the Intercreditor Agreement, where anyObligor makes any voluntary payment, repayment or prepayment in the nature of principal on all or any part of any Permitted RefinancingIndebtedness (a “ Permitted Refinancing Indebtedness Voluntary Prepayment ”), the Borrower shall (and shall ensure that each othermember of the Borrower Group will), on or about the same date, prepay the Facility A Loans in accordance with Clause 8.9 ( Voluntaryprepayment of Facility A Loans ) by an amount representing a fraction of all Facility A Loans where:

(i) the numerator of such fraction is the amount the Permitted Refinancing Indebtedness Voluntary Prepayment; and

(ii) the denominator of such fraction is the aggregate principal amount of all Permitted Refinancing Indebtedness immediately prior tothe Permitted Refinancing Indebtedness Voluntary Prepayment.



(ii) on the date of the Permitted Refinancing Indebtedness Voluntary Prepayment:

(A) the Debt (but without taking into account the effect that Permitted Refinancing Indebtedness Voluntary Prepayment) asof the last Relevant Date falling on or before the date of the Permitted Refinancing Indebtedness Voluntary Prepayment;

to:


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is less than or equal to 3.50 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or before the date of such incurrence,setting out (in reasonable detail) computations as to compliance with the above ratio.

22.24 Mezzanine Indebtedness

(a) Notwithstanding anything in Clause 8.2 ( Payment of Secured Mezzanine Liabilities ) of the Intercreditor Agreement, where any Obligormakes any voluntary payment, repayment or prepayment in the nature of principal on all or any part of any Mezzanine Indebtedness (a “Mezzanine Indebtedness Voluntary Prepayment ”), the Borrower shall (and shall ensure that each other member of the Borrower Groupwill), on or about the same date, prepay the Facility A Loans in accordance with Clause 8.9 ( Voluntary prepayment of Facility A Loans ) byan amount representing a fraction of all Facility A Loans where:

(i) the numerator of such fraction is the amount the Mezzanine Indebtedness Voluntary Prepayment; and

(ii) the denominator of such fraction is the aggregate principal amount of all Mezzanine Indebtedness immediately prior to theMezzanine Indebtedness Voluntary Prepayment.



(ii) on the date of the Mezzanine Indebtedness Voluntary Prepayment:

(A) the Debt (but without taking into account the effect that Mezzanine Indebtedness Voluntary Prepayment) as of the lastRelevant Date falling on or before the date of the Mezzanine Indebtedness Voluntary Prepayment;

to:



22.25 Guarantees and Security

The Borrower shall:

(a) promptly notify the Agent:

(i) if any new Subsidiary of the Borrower is incorporated or formed; and

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(ii) whether or not that Subsidiary is (or will be) a Restricted Subsidiary; and

(b) if such Subsidiary is a Restricted Subsidiary, within 30 days of a request by the Agent, ensure that it will:

(i) become a Guarantor and provide a Restricted Subsidiary Debenture in favour of the Secured Parties to secure all of theobligations of the Obligors under the Secured Documents; and

(ii) accede to the Intercreditor Agreement as an Obligor.

23. Events of Default

Each of the events or circumstances set out in the following sub-clauses of this Clause 23 (other than Clause 23.17 ( Acceleration )) is anEvent of Default.

23.1 Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in whichit is expressed to be payable unless:

(a) in the case of principal or interest or guarantee fee or commitment fee, payment is made within three Business Days of its duedate;

(b) in the case of fees and other amounts not constituting principal, interest, guarantee fee or costs and expenses, payment is madewithin seven Business Days of its due date; and

(c) in the case of costs, expenses and any other sums, payment is made within 15 Business Days of its due date, following the givingof the notice or demand (if any) required by the terms of the Finance Document.

23.2 Financial covenants

Any requirement of Clause 21.1 ( Financial covenants ) is not satisfied.

23.3 Other obligations

(a) An Obligor does not comply with any provision of the Finance Documents to which it is a party (other than those referred to in Clause 23.1 (Non-payment ) and Clause 23.2 ( Financial covenants )).

(b) No Event of Default under paragraph (a) above in relation to any provision of the Finance Documents will occur if the failure to comply iscapable of remedy and is remedied within 30 days of the earlier of (i) the relevant Obligor becoming aware of such default and (ii) the Agentor any Lender giving notice to the relevant Obligor of the failure to comply.

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23.4 Misrepresentation

(a) Any representation or statement made or deemed to be made by an Obligor in the Finance Documents to which it is a party or any otherdocument delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect ormisleading in any material respect when made or deemed to be made.

(b) No Event of Default under paragraph (a) above will occur if the misrepresentation or misstatement, or the circumstances giving rise to it, iscapable of remedy and is remedied within 30 days of the earlier of (i) the relevant Obligor becoming aware of the misrepresentation ormisstatement and (ii) the Agent or any Lender giving notice to the relevant Obligor of the misrepresentation or misstatement.

23.5 Cross default

(a) Any Financial Indebtedness of any Obligor is not paid when due nor within any applicable grace period.

(b) Any Financial Indebtedness of any Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as a resultof an event of default (however described).

(c) No Event of Default will occur under this Clause 23.5 if:

(i) in relation to paragraphs (a) and (b) above, the holder of the relevant Financial Indebtedness waives the applicable failure to payor other event of default (howsoever described) or such event of default is cured; or

(ii) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) and (b)above at any time, is less than S$200,000,000 (or its equivalent in any other currency or currencies).

23.6 Insolvency

(a) An Obligor is (or is presumed or deemed by applicable law or a court to be) unable or admits inability to pay its debts as they fall due,suspends, or threatens to suspend, making payments on any of its debts or, by reason of actual or anticipated financial difficulties,commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(b) A moratorium is declared by an Obligor or a court of competent jurisdiction in respect of any indebtedness of any Obligor or by any personon behalf of any Obligor in respect of any of its indebtedness.

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23.7 Insolvency proceedings

(a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, judicial management or

reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor other than any PermittedReorganisation, reconstruction or reorganisation permitted by Clause 22.12 ( Merger );

(ii) a composition, assignment or arrangement with any creditor of any Obligor;

(iii) the appointment of a liquidator (other than in respect of a solvent liquidation of a Restricted Subsidiary permitted by this

Agreement), receiver, judicial manager, administrator, administrative receiver, compulsory manager or other similar officer inrespect of any Obligor or any of its respective assets; or

(iv) the enforcement of any Security over any assets of any Obligor,

or any analogous procedure or step is taken in any jurisdiction.

(b) No Event of Default will occur under paragraph (a) above in connection with any legal proceedings or other procedure or step taken:

(i) under paragraph (a)(i) above in relation to a winding-up, dissolution, reorganisation, judicial management or an administration; or

(ii) under paragraph (a)(iii) above,

which is being contested by the relevant Obligor in good faith by appropriate means prior to an order being made against it and isdischarged or stayed within 90 days of its commencement.

(c) No Event of Default will occur under paragraph (a) above in connection with any legal proceedings or other procedure or step taken underparagraph (a)(iv) above,

(i) which is discharged or stayed within 30 days of its commencement; or

(ii) which is in respect of non-recourse indebtedness (being indebtedness where the provider or beneficiary of such indebtednesshas no right of recovery for such indebtedness beyond the limited right of recourse against the relevant asset and, having realisedthe same, such provider or beneficiary is not entitled to take any further steps against the relevant Obligor or any of its otherassets to recover any sums due under such indebtedness and in particular, that such provider or beneficiary is not entitled topetition to take any steps for the winding-up of the Obligor) aggregating not more than S$50,000,000 (or its equivalent in anyother currency or currencies) at any one time and would not reasonably be expected to have a Material Adverse Effect.

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23.8 Creditors’ process

Any expropriation, attachment, sequestration, distress or execution affects:

(a) any part of the Properties, any rights of the Borrower under the Development Agreement or the Head Lease or any other materialasset or assets of the Borrower and is not discharged within 60 days; or

(b) any material asset or assets of any other Obligor and is not discharged within 60 days.

23.9 Unlawfulness

It is or becomes unlawful for any Obligor to perform any of its payment or other material obligations (as reasonably determined by theMajority Lenders) under the Finance Documents to which it is a party.

23.10 Repudiation

(a) Any Obligor repudiates a Finance Document or a Commercial Document to which it is a party.

(b) The Head Lessor or any other relevant Governmental Agency repudiates a Commercial Document.

23.11 Security and guarantees

(a) Any Security Document or any guarantee in or any subordination under any Finance Document is not in full force and effect or any SecurityDocument does not create in favour of the Security Trustee for the benefit of the Secured Parties the Security which it is expressed tocreate fully perfected and with the ranking and priority it is expressed to have.

(b) Any Security Document is declared null and void by a Governmental Agency of competent jurisdiction, or any such Governmental Agencyor any Obligor shall contest the validity, perfection or priority of the Security granted pursuant to any Security Document in favour of theSecurity Trustee.

(c) The Head Lessor:

(i) cancels, terminates or (to the detriment of the Secured Parties as secured parties (as reasonably determined by the Majority

Lenders)) amends the Consent (other than an amendment permitted by paragraph (b)(i) of Clause 22.9 ( Commercial Documents)); or

(ii) amends (to the detriment of the Secured Parties as secured parties (as reasonably determined by the Majority Lenders)) (other

than any amendment permitted by Clause 22.9 ( Commercial Documents ), cancels or terminates the leasing arrangementscontemplated by the Head Lease,

in each case without the consent of the Majority Lenders.

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23.12 Carry on business

Any Obligor suspends or ceases (or threatens to suspend or cease) to carry on all or a material part of its business, except as permitted bythis Agreement.

23.13 Nationalisation

There shall have occurred:

(a) any imposition of expropriatory or confiscatory taxes, or any nationalization, re-entry, requisition, expropriation, seizure,

compulsory acquisition, modification, suspension, or confiscation (except routine actions for rights-of-way and similar actions thatdo not and are not reasonably expected to materially interfere with the operation of the Integrated Resort) of the ownership orcontrol of:

(i) all or any part (reasonably determined by the Majority Lenders to be material and notified to the Agent and the Borrower)of the Properties or the Integrated Resort; or

(ii) more than 49 per cent. of the equity interests in:

(A) the Borrower;

(B) any Obligor which holds the Casino Licence; or

(C) any of the Restricted Subsidiaries, the total assets or revenues of which (consolidated where that RestrictedSubsidiary itself has Subsidiaries), as at the date as at which the latest semi-annual or annual consolidatedfinancial statements of the Borrower Group were prepared or, as the case may be, for the financial period towhich those financial statements relate, account for 10 per cent. or more of the consolidated total assets or(as the case may be) revenues of the Borrower Group (all as calculated by reference to the latest semi-annualor annual consolidated financial statements of the Group); or

(b) an extinguishment of any material rights benefiting, or imposition of any restrictions affecting or impacting, any governmental actor series of acts affecting or impacting, any delivery of any official governmental notice affecting or impacting or any change inany law of Singapore (other than the enactment of the Legislation (as defined in the Development Agreement)) governing,affecting or impacting, the Development Agreement or the Head Lease, that would, in each case, deprive the Lenders of any oftheir material rights or remedies in respect of this Agreement or the other Finance Documents (including rights under the SecurityDocuments).

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23.14 Integrated Resort

(a) The Integrated Resort is wholly or in any material part (as reasonably determined by the Majority Lenders) damaged or destroyed, whetherinsured or not, unless in respect of any such material part, the Borrower makes all commercially reasonable efforts to reinstate, rebuild orreplace such material part within a reasonable period of time.

(b) The Integrated Resort is not being operated substantially in accordance with the Commercial Documents.

(c) The Development Agreement or (once issued) the Head Lease is terminated.

(d) The Casino License is cancelled, suspended, revoked or (to an extent which would be reasonably likely to have a Material Adverse Effect)varied (each a “ Licence Event ”), except where within 14 days of the occurrence of such Licence Event, that Licence Event is itselfcancelled or withdrawn and the Casino Licence is reinstated to at least the form it took prior to the occurrence of such Licence Event.

(e) Legislation is adopted, and the terms of such legislation are such that either the Borrower or the Head Lessor is unable to fulfil its materialobligations (as reasonably determined by the Majority Lenders) under any Commercial Document.

23.15 Development Agreement Event of Default/Head Lease Event of Default

Any Development Agreement Event of Default or Head Lease Event of Default occurs and such Development Agreement Event of Defaultor Head Lease Event of Default is not remedied to the satisfaction of the Head Lessor within the time specified by the Head Lessor.

23.16 Declared Company

Any member of the Borrower Group is declared by the Minister to be a declared company under the provisions of Part IX of the CompaniesAct, Chapter 50 of Singapore.

23.17 Acceleration

(a) On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the MajorityLenders, by notice to the Borrower:

(i) cancel the Total Commitments whereupon they shall immediately be cancelled;

(ii) declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under theFinance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(iii) declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand bythe Agent on the instructions of the Majority Lenders.

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(b) Promptly after being notified by the Agent of the Acceleration Date or any date on which the Facilities are cancelled under Clause 8.2 (

Change of control ) each Ancillary Lender shall by notice to the Borrower:

(i) cancel its Ancillary Commitment whereupon it shall immediately be cancelled;

(ii) declare that all or the corresponding part of the utilisations under any Ancillary Facility provided by that Ancillary Lender, together

with accrued interest, full cash cover in respect of all or the corresponding part of the contingent liabilities of that Lender underthat Ancillary Facility, and all or the corresponding part of all other amounts accrued or outstanding in respect of that AncillaryFacility be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(iii) declare that all or the corresponding part of the utilisations under any Ancillary Facility provided by that Ancillary Lender, togetherwith accrued interest, full cash cover in respect of all or the corresponding part of the contingent liabilities of that Lender underthat Ancillary Facility, and all or the corresponding part of all other amounts accrued or outstanding in respect of that AncillaryFacility be payable upon demand, whereupon they shall immediately become payable on demand by that Ancillary Lender (on theinstructions of the Agent, if so directed by the Majority Lenders).

(c) No Ancillary Lender may at any time cancel the whole or any part of its Ancillary Commitment, declare that all or part of the utilisationsunder an Ancillary Facility provided by that Ancillary Lender be immediately due and payable or require the payment of cash cover inrespect of all or any part of any contingent liabilities of that Lender under an Ancillary Facility unless the Agent has delivered a notice to theBorrower pursuant to sub-paragraph (ii) of paragraph (a) of this Clause 23.17 or the Facilities have been cancelled under Clause 8.2 (Change of control ).

24. Changes to the Lenders

24.1 Transfers by the Lenders

Subject to this Clause 24 and to Clause 25 ( Debt Purchase Transactions ), a Lender (the “ Existing Lender ”) may transfer by novationany of its rights and obligations under the Finance Documents to any Eligible Lender (the “ New Lender ”).

24.2 Conditions of transfer

(a) The consent of the Borrower (but not the other Obligors) is required for a transfer by a Lender unless the transfer is to another Lender or anAffiliate of a Lender or an Event of Default is continuing, in which case, no consent from the Borrower is required (unless the transfer wouldresult in the Borrower having to make any payment described in paragraph (d)(ii) below).

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(b) The consent of the Borrower to a transfer must not be unreasonably withheld or delayed. For the avoidance of doubt, it will be reasonable

for the Borrower to refuse its consent, where the transfer would result in the Borrower having to make any payment described in paragraph(d)(ii) below.

(c) Other than in the case of a transfer permitted by paragraph (b) of Clause 25.1 ( Permitted Debt Purchase Transactions ), a transfer will beeffective only if the procedure set out in Clause 24.5 ( Procedure for transfer ) is complied with.

(d) If:

(i) a Lender transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the transfer or change occurs, the Borrower would be obliged to make a paymentto the New Lender or Lender acting through its new Facility Office under:

(A) Clause 13 ( Tax gross-up and indemnities ); or

(B) Clause 14 ( Increased costs ),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the sameextent as the Existing Lender or Lender acting through its previous Facility Office would have been if the transfer or change had notoccurred.

24.3 Transfer fee

The New Lender shall, on the date upon which a transfer takes effect, pay to the Agent (for its own account) a fee of S$4,000.

24.4 Limitation of responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a NewLender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents or any other documents;

(ii) the financial condition of any Obligor or other person;

(iii) the performance and observance by any Obligor or other person of its obligations under the Transaction Documents or any otherdocuments; or

(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any otherdocument,

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and any representations or warranties implied by law are excluded.

(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of

the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on anyinformation provided to it by the Existing Lender in connection with any Transaction Document;

(ii) will continue to make its own independent appraisal of the creditworthiness of any Obligor and their respective related entities andany other person whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force; and

(iii) confirms to the Borrower that it is an Eligible Lender on the Transfer Date.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer from a New Lender of any of the rights and obligations transferred under this Clause 24; or (ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor or other

person of its obligations under the Finance Documents or otherwise.

24.5 Procedure for transfer

(a) Subject to the conditions set out in this Clause 24, a transfer is effected in accordance with paragraph (c) below when the Agent and theBorrower execute an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agentand the Borrower shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed TransferCertificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement,execute that Transfer Certificate, provided that the transfer must comply with Clause 24.2 ( Conditions of transfer ).

(b) The Agent shall not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender unless it issatisfied that it has completed all “know your customer” and other similar procedures that it is required (or deems desirable) to conduct inrelation to the transfer to such New Lender.

(c) On the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the

Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one anotherunder the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled(being the “ Discharged Rights and Obligations ”);

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(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another

which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/oracquired the same in place of that Obligor and the Existing Lender;

(iii) the Agent, the Arranger, the Security Trustee, the New Lender and other Lenders shall acquire the same rights and assume thesame obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lenderwith the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger,the Security Trustee and the Existing Lender shall each be released from further obligations to each other under the FinanceDocuments; and

(iv) the New Lender shall become a Party as a “Lender”.

(d) Notwithstanding anything to the contrary in this Clause 24, the rights of the Lenders to make assignments or transfers of, and grantparticipations in, any or all of its Commitments, Ancillary Commitments, any Utilisation or utilisation under any Ancillary Facility, or anyinterest therein, herein or in any other Senior Liabilities owed to any such Lender, shall be subject to the same conditions as thosegoverning transfers set out in Clause 24.1 ( Transfers by the Lenders ) and paragraphs (a) and (b) of Clause 24.2 ( Conditions of transfer ),and to the approval of any applicable gaming authorities, to the extent required by law and to the extent failure to obtain such approvalcould jeopardise the Casino License or any other gaming licenses of the Borrower or any of its parents or Affiliates. For the avoidance ofdoubt, any participations under this paragraph (d) shall mean customary funded and risk participations only.

24.6 Existing consents and waivers

A New Lender shall be bound by any consent, waiver, election or decision given or made by the relevant Existing Lender under or pursuantto any Finance Document prior to the coming into effect of the relevant transfer to such New Lender.

24.7 Exclusion of Agent’s liability

In relation to any transfer pursuant to this Clause 24, each Party acknowledges and agrees that the Agent shall not be obliged to enquire asto the accuracy of any representation or warranty made by a New Lender in respect of its eligibility as a Lender.

25. Debt Purchase Transactions

25.1 Permitted Debt Purchase Transactions

(a) The Borrower shall not enter into any Debt Purchase Transaction other than in accordance with the other provisions of this Clause 25.

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(b) The Borrower may purchase by way of transfer, pursuant to Clause 24 ( Changes to the Lenders ), a participation in any Term Loan and

any related Commitment where:

(i) such purchase is made for a consideration of less than par;

(ii) such purchase is made using one of the processes set out at paragraphs (c) and (d) below; and

(iii) such purchase is made at a time when no Default is continuing;

(c)

(i) A Debt Purchase Transaction referred to in paragraph (b) above may be entered into pursuant to a solicitation process (a “Solicitation Process ”) which is carried out as follows.

(ii) Prior to 11:00 am on a given Business Day (the “ Solicitation Day ”) the Borrower or a financial institution acting on its behalf(the “ Purchase Agent ”) will approach each Lender which participates in the relevant Term Facility to enable it to offer to sell tothe Borrower an amount of its participation in one or more Term Facilities. Any Lender wishing to make such an offer shall, by11:00 am on the second Business Day following such Solicitation Day, communicate to the Borrower or the Purchase Agent, asapplicable, details of the amount of its participations, and in which Term Facilities, it is offering to sell and the price at which it isoffering to sell such participations. Any such offer shall be irrevocable until 11:00 am on the fourth Business Day following suchSolicitation Day and shall be capable of acceptance by the Borrower on or before such time by communicating its acceptance inwriting to the Purchase Agent or, if it is the Purchase Agent, the relevant Lenders. The Purchase Agent or the Borrower, asapplicable, will communicate to the relevant Lenders which offers have been accepted by 12 noon on the fourth Business Dayfollowing such Solicitation Day. In any event by 11:00 am on the fifth Business Day following such Solicitation Date, the Borrowershall notify the Agent of the amounts of the participations purchased through the relevant Solicitation Process, the identity of theTerm Facility Lenders to which they relate and the average price paid for the purchase of participations in each relevant TermFacility. The Agent shall disclose such information to any Lender that requests such disclosure.

(iii) Any purchase of participations in the Term Facilities pursuant to a Solicitation Process shall be completed and settled on orbefore the sixth Business Day after the relevant Solicitation Day.

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(iv) In accepting any offers made pursuant to a Solicitation Process the Borrower shall be free to select which offers and in which

amounts it accepts but on the basis that in relation to a participation in a particular Term Facility it accepts offers in inverse orderof the price offered (with the offer or offers at the lowest price being accepted first) and that if in respect of participations in aparticular Term Facility it receives two or more offers at the same price it shall only accept such offers on a pro rata basis.

(d)

(i) A Debt Purchase Transaction referred to in paragraph (b) above may also be entered into pursuant to an open order process (an“ Open Order Process ”) which is carried out as follows.

(ii) The Borrower may by itself or through another Purchase Agent or Purchase Agents place an open order (an “ Open Order ”) topurchase participations in one or more of the Term Facilities up to a set aggregate amount at a set price by notifying at the sametime all the Lenders participating in the relevant Term Facilities of the same. Any Lender wishing to sell pursuant to an OpenOrder will, by 11:00 am on any Business Day following the date on which the Open Order is placed but no earlier than the firstBusiness Day, and no later than the fifth Business Day, following the date on which the Open Order is placed, communicate tothe Purchase Agent details of the amount of its participations and in which Term Facilities, it is offering to sell. Any such offer tosell shall be irrevocable until 11:00 am on the Business Day following the date of such offer from the Lender and shall be capableof acceptance by the Borrower on or before such time by it communicating such acceptance in writing to the relevant Lender.

(iii) Any purchase of participations in the Term Facilities pursuant to an Open Order Process shall be completed and settled by the

Borrower on or before the fifth Business Day after the date of the relevant offer by a Lender to sell under the relevant OpenOrder.

(iv) If in respect of participations in a Term Facility the Purchase Agent receives on the same Business Day two or more offers at the

set price such that the maximum amount of such Term Facility to which an Open Order relates would be exceeded, the Borrowershall only accept such offers on a pro rata basis.

(v) The Borrower shall, by 11:00 am on the sixth Business Day following the date on which an Open Order is placed, notify the Agent

of the amounts of the participations purchased through such Open Order Process and the identity of the Term Facility Lenders towhich they relate. The Agent shall disclose such information to any Lender that requests the same.

(e) For the avoidance of doubt, there is no limit on the number of occasions a Solicitation Process or an Open Order Process may beimplemented.

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(f) In relation to any Debt Purchase Transaction entered into pursuant to this Clause 25.1, notwithstanding any other term of this Agreement or

the other Finance Documents:

(i) on completion of the relevant transfer pursuant to Clause 24 ( Changes to the Lenders ), the portions of the Term Loans to whichit relates shall be extinguished and:

(A) (in relation to Facility A Loans) the obligations under Clause 7.1 ( Repayment of Facility A Loans ) shall be satisfiedrateably; and

(B) (in relation to Facility C Loans) the obligations under Clause 7.3 ( Repayment of Facility C Loans ) shall be satisfied insuch manner as the Facility C Lenders may agree;

(ii) the Borrower (which is the transferee) shall be deemed to be an entity which fulfils the requirements of Clause 24.1 ( Transfers bythe Lenders ) to be a New Lender (as defined in such Clause);

(iii) Clause 29 ( Sharing among the Finance Parties ) shall not be applicable to the consideration paid under such Debt PurchaseTransaction; and

(iv) for the avoidance of doubt, any extinguishment of any part of the Term Loans shall not affect any amendment or waiver which

prior to such extinguishment had been approved by or on behalf of the requisite Lender or Lenders in accordance with thisAgreement.

25.2 Notification

(a) Each Lender shall, unless such Debt Purchase Transaction is a transfer, promptly notify the Agent in writing if it knowingly enters into aDebt Purchase Transaction with a Permitted Sands Lender (a “ Notifiable Debt Purchase Transaction ”).

(b) A Lender shall promptly notify the Agent if a Notifiable Debt Purchase Transaction to which it is a party:

(i) is terminated; or

(ii) ceases to be with a Permitted Sands Lender.

26. Changes to the Obligors

26.1 Assignments and transfers by Obligors

No Obligor may assign or transfer any of its rights or obligations under any Finance Document, except:

(a) in relation to a Guarantor, part of any merger, consolidation, amalgamation or other combination with another Guarantor aspermitted by this Agreement;

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(b) with the prior written consent of all the Lenders; or

(c) pursuant to a Permitted Corporate Restructuring or Permitted Reorganisation.

26.2 Guarantors

(a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 20.13 ( “Know your customer” checks ), each RestrictedSubsidiary of the Borrower shall become a Guarantor in accordance with Clause 22.25 ( Guarantees and Security ) and accordingly theBorrower shall:

(i) deliver to the Agent a duly completed and executed Guarantor Accession Letter; and

(ii) ensure that the Agent receives all of the documents and other evidence listed in Part II of Schedule 2 ( Conditions PrecedentRequired to be Delivered by a Guarantor ) in relation to that Guarantor, each in form and substance satisfactory to the Agent.

(b) The Agent shall notify the Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance reasonablysatisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 ( Conditions Precedent Required to be Delivered by aGuarantor ).

26.3 Repetition of Representations

Delivery of an Guarantor Accession Letter constitutes confirmation by the relevant Restricted Subsidiary that the RepeatingRepresentations and each of the representations set out in Clause 19.5 ( Validity and admissibility in evidence ) and Clause 19.7 ( No filingor stamp taxes ) are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances thenexisting.

27. Disclosure of information

(a) Each Finance Party shall hold all non-public information obtained pursuant to the requirements of this Agreement and any other FinanceDocument in accordance with that Finance Party’s customary procedures for handling confidential information of this nature and inaccordance with safe and sound banking or investment practices and to ensure that such non-public information is protected with securitymeasures and at least with a degree of care that would apply to such Finance Party’s own confidential information, it being understood andagreed by the Obligors that in any event each Finance Party:

(i) may make disclosure to its affiliates, head office, representative offices, subsidiaries, related corporation and branch offices

(whether in Singapore or overseas) in accordance with its internal compliance and disclosure policies so long as such affiliates,head office, representative offices, related corporation, subsidiaries or branch offices keep such disclosed non-public informationconfidential;

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(ii) may, on a confidential basis, make disclosures to any actual, prospective or potential bona fide assignee, transferee or participant

in connection with the contemplated assignment, transfer or the granting of any participation by that Finance Party of any Loansor any participations therein (provided that such actual, prospective or potential assignee, transferee or participant agrees to bebound by this Clause 27);

(iii) (where that Finance Party is the Agent or the Security Trustee) may make disclosures to any bona fide person who is succeedingthat Finance Party in that capacity (provided that such person agrees to be bound by this Clause 27);

(iv) may make disclosures to any other Secured Party;

(v) may make disclosures to any Obligor or the Sponsor;

(vi) may, on a confidential basis, make disclosures to its professional advisers (provided that such adviser agrees to be bound byprovisions no less restrictive than this Clause 27);

(vii) may make disclosures required or requested by any Governmental Agency or representative thereof or pursuant to legal process;provided that, unless specifically prohibited by applicable law or court order, that Finance Party shall notify the Borrower of anyrequest by any Governmental Agency or representative thereof (other than any such request in connection with any examinationof the financial condition of such Finance Party by such Governmental Agency) for disclosure of any such non-public information;or

(viii) may make disclosures to any person who is a person, or who belongs to a class of persons, specified in the second column of the

Third Schedule to the Banking Act, Chapter 19 of Singapore (the “ Banking Act ”), in accordance with Section 47(2) of theBanking Act.

(b) For the purposes of paragraph (a) above, “ non-public information ” shall not include information that is not acquired from (i) any of theObligors, the Sponsor or any of their respective Subsidiaries or Affiliates (or persons acting on behalf of or retained by any of the Obligors,the Sponsor or any of their respective Subsidiaries or Affiliates), (ii) persons retained by or acting on behalf of any Finance Party inconnection with this Agreement and the transactions contemplated hereby or (iii) persons known by such Finance Party to be under a dutyor an obligation of confidentiality to the Borrower (it being understood that the Finance Parties, their respective Affiliates shall be under anobligation of confidentiality).

(c) Concurrently with the delivery of any document or notice required to be delivered pursuant to this Clause 27, the Borrower shall indicate inwriting whether such document or notice contains non-public information (and if the Borrower does not so indicate (acting

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reasonably), it shall be deemed to contain non-public information). The Borrower and each Finance Party acknowledge that certain of theLenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to Borrower, itsSubsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Clause 27 or otherwise are beingdistributed through Debt Domain, IntraLinks, IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform ”), any document or notice that the Borrower has indicated contains non-public information shall not be posted on that portion ofthe Platform designated for such public-side Lenders. The Platform and any Approved Electronic Communications are provided “as is” and“as available”. None of the Finance Parties or any of their respective officers, directors, employees, agents, advisors or representatives (the“ Relevant Affiliates ”) warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform andeach expressly disclaims liability for errors or omissions in the Platform and the Approved Electronic Communications. No warranty of anykind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third partyrights or freedom from viruses or other code defects is made by the Relevant Affiliates in connection with the Platform or the ApprovedElectronic Communications.

(d) For the purpose of paragraph (c) above, “ Approved Electronic Communications ” means any notice, demand, communication,information, document or other material that any Obligor provides to the Agent pursuant to any Transaction Document or the transactionscontemplated therein which is distributed to the Finance Parties by means of electronic communications.

27A. Personal Data Protection Act

(a) If any Obligor provides the Finance Parties with personal data of any individual as required by, pursuant to, or in connection with theFinance Documents, that Obligor represents and warrants to the Finance Parties that it has, to the extent required by law, (i) notified therelevant individual of the purposes for which data will be collected, processed, used or disclosed; and (ii) obtained such individual’s consentfor, and hereby consents on behalf of such individual to, the collection, processing, use and disclosure of his/her personal data by theFinance Parties, in each case, in accordance with or for the purposes of the Finance Documents, and confirms that it is authorised by suchindividual to provide such consent on his/her behalf.

(b) Each Obligor agrees and undertakes to notify the Agent promptly upon its becoming aware of the withdrawal by the relevant individual ofhis/her consent to the collection, processing, use and/or disclosure by any Finance Party of any personal data provided by that Obligor toany Finance Party.

(c) Any consent given pursuant to this agreement in relation to personal data shall, subject to all applicable laws and regulations, survive death,incapacity, bankruptcy or insolvency of any such individual and the termination or expiration of this Agreement.

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28. Role of the Administrative Parties

28.1 Appointment of the Agent

(a) Each of the other Finance Parties appoints the Agent to act as its agent under and in connection with the Finance Documents.

(b) Each of the other Finance Parties authorises the Agent to exercise the rights, powers, authorities and discretions specifically given to theAgent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

28.2 Duties of the Agent

(a) The Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by anyother Party.

(b) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy orcompleteness of any document it forwards to another Party.

(c) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is aDefault, it shall promptly notify the Finance Parties.

(d) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than toany Administrative Party) under this Agreement it shall promptly notify the other Finance Parties.

(e) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no other dutiessave as expressly provided for in the Finance Documents.

28.3 Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or inconnection with any Finance Document.

28.4 Role of the Security Trustee

The Security Trustee shall be appointed to act as security trustee for the Secured Parties pursuant to, and shall act as security trustee forthe Secured Parties in accordance with, the terms of the Intercreditor Agreement and the other Security Documents.

28.5 No fiduciary duties

(a) Nothing in this Agreement constitutes the Agent or the Arranger as a trustee or fiduciary of any other person.

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(b) Neither the Agent nor the Arranger shall be bound to account to any Lender for any sum or the profit element of any sum received by it for

its own account.

28.6 Business with the Obligors

Any Administrative Party may accept deposits from, lend money to and generally engage in any kind of banking or other business with anyObligor or any other person.

28.7 Rights and discretions of the Agent

(a) The Agent may rely on:

(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

(ii) any statement purportedly made by a director, manager, authorised signatory or employee of any person regarding any matterswhich may reasonably be assumed to be within his knowledge or within his power to verify.

(b) The Agent may assume, unless it has received notice to the contrary in its capacity as agent for the Lenders or, as the case may be, assecurity trustee for the Secured Parties that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 23.1 ( Non-payment ));

(ii) any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised;

(iii) any notice or request made by the Borrower is made on behalf of and with the consent and knowledge of all the Obligors; and

(iv) no Notifiable Debt Purchase Transaction (A) has been entered into, (B) has been terminated or (C) has ceased to be with aPermitted Sands Lender.

(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d) The Agent may act in relation to the Finance Documents through its personnel and agents.

(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(f) Notwithstanding any other provision of any Finance Document to the contrary, no Administrative Party is obliged to do or omit to doanything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty ofconfidentiality.

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28.8 Majority Lenders’/Lenders’ instructions

(a) Unless a contrary indication appears in a Finance Document and subject to paragraphs (f) and (g) below, the Agent or (as the case may be)the Security Trustee shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Trustee (as the case may be)in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercisingany right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from takingany action) in accordance with an instruction of the Majority Lenders.

(b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all theFinance Parties.

(c) The Agent or the Security Trustee may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, theLenders) or under paragraph (d) below until it has received such security as it may require for any cost, loss or liability (together with anyassociated goods and services Tax) which it may incur in complying with the instructions.

(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent or the Security Trustee may engage inany act (or refrain from taking such action) as it considers to be in the best interest of the Lenders.

(e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedingsrelating to any Finance Document.

(f) If the Borrower or any other Obligor requests that the Agent or the Lenders grant a consent or approval as provided in any FinanceDocument, that the Agent or the Lenders waive compliance with any provision of the same, or that the Agent or the Lenders make anydetermination in any Finance Document, and in the request therefor to the Lenders, the Agent specifies that such consent, approval, waiveror determination is to be deemed to be approved or made by each Lender who fails to respond negatively in writing within ten BusinessDays (or such longer period as the Agent may specify, acting reasonably) (and the Agent hereby agrees that it will so specify in any suchrequest), then for all purposes hereof, each Lender who does not respond in the negative within such period thus specified shall be deemedto have approved such request.

(g) Any right, power, authority or discretion vested in the Agent or the Security Trustee under:

(i) the definition of “Agreed Form” in Clause 1.1 ( Definitions );

(ii) the definition of “Approved Valuers” in Clause 1.1 ( Definitions );

(iii) the definition of “External Subordination Agreement” in Clause 1.1 ( Definitions );

(iv) the definition of “Internal Subordination Agreement” in Clause 1.1 ( Definitions );

(v) the definition of “Reference Banks” in Clause 1.1 ( Definitions );

(vi) the definition of “Restricted Subsidiary Debenture” in Clause 1.1 ( Definitions );

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(vii) the definition of “Screen Rate” in Clause 1.1 ( Definitions );

(viii) the definition of “Transfer Certificate” in Clause 1.1 ( Definitions );

(ix) paragraph (a)(iii)(C) of Clause 1.2 ( Construction );

(x) paragraph (a)(vii) of Clause 2.3 ( Accordion Feature – Increase in Facility C );

(xi) paragraph (c)(ii) of Clause 4.2 ( Further conditions precedent );

(xii) paragraph (b)(viii) of Clause 6.3 ( Request for Ancillary Facilities );

(xiii) paragraph (a) of Clause 6.5 ( Adjustments to Facility B Commitment );

(xiv) paragraph (a) of Clause 10.2 ( Changes to Interest Periods );

(xv) paragraph (c)(xiii) of Clause 22.5 ( Disposals );

(xvi) paragraph (b)(iii)(B) of Clause 22.12 ( Merger );

(xvii) paragraph (b)(ii) of Clause 22.10 ( Accounts );

(xviii) paragraphs (a)(ii) and (b) of Clause 26.2 ( Guarantors ); and

(xix) Clause 28.16 ( Reference Banks ),

may be exercised by the Agent or (as the case may be) the Security Trustee in its sole discretion.

28.9 Responsibility for documentation

No Administrative Party:

(a) is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by any

Administrative Party, an Obligor or any other person given in or in connection with any Transaction Document or the InformationMemorandum;

(b) is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or any other

agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any TransactionDocument; or

(c) is responsible for any determination as to whether any information provided or to be provided to any Finance Party is non-public

information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing orotherwise.

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28.10 Exclusion of liability

(a) Without limiting paragraph (b) below, the Agent shall not be liable for any cost, loss or liability incurred by any Party as a consequence of:

(i) the Agent having taken or having omitted to take any action under or in connection with any Finance Document, unless directlycaused by the Agent’s gross negligence or wilful misconduct; or

(ii) any delay in the crediting to any account of an amount required under the Finance Documents to be paid by the Agent, if the

Agent shall have taken all necessary steps as soon as reasonably practicable to comply with the regulations or operatingprocedures of any recognised clearing or settlement system used by the Agent for the purpose of such payment.

(b) No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim itmight have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any FinanceDocument and any officer, employee or agent of the Agent may rely on this Clause. Any third party referred to in this paragraph (b) mayenjoy the benefit of or enforce the terms of this paragraph in accordance with the provisions of the Contracts (Rights of Third Parties) Act,Chapter 53B of Singapore.

(c) Nothing in this Agreement shall oblige any Administrative Party to conduct any “know your customer” or other procedures in relation to anyperson on behalf of any Lender and each Lender confirms to each Administrative Party that it is solely responsible for any such proceduresit is required to conduct and that it shall not rely on any statement in relation to such procedures made by any Administrative Party.

28.11 Lenders’ indemnity to the Agent

(a) Subject to paragraph (b) below, each Lender shall (in proportion to its Available Commitments and participations in the Loans thenoutstanding to the Available Facilities and all the Loans then outstanding) indemnify the Agent, within three Business Days of demand,against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) inacting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).

(b) If the Available Facilities are then zero, each Lender’s indemnity in paragraph (a) above shall be in proportion to its Available Commitmentsto the Available Facilities immediately prior to their reduction to zero, unless there are then any Loans outstanding in which case it shall bein proportion to its participations in the Loans then outstanding to all the Loans then outstanding.

28.12 Resignation of the Agent

(a) The Agent may resign and appoint one of its Affiliates acting through an office in Singapore as successor by giving notice to the otherFinance Parties and the Borrower.

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(b) Alternatively the Agent may resign by giving notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (with

the consent of the Borrower) may appoint a successor Agent.

(c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice ofresignation was given, the retiring Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office inSingapore).

(d) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistanceas the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(e) The Agent’s resignation notice shall take effect only upon the appointment of a successor.

(f) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the FinanceDocuments but shall remain entitled to the benefit of this Clause 28. Its successor and each of the other Parties shall have the same rightsand obligations amongst themselves as they would have had if such successor had been an original Party.

(g) After consultation with the Borrower, the Majority Lenders may, at their own cost, by notice to the Agent, require it to resign in accordancewith paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above.

(h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint asuccessor Agent pursuant to paragraph (c) above) if on or after the date which is three Months before the earliest FATCA Application Daterelating to any payment to the Agent under the Finance Documents, either:

(i) the Agent fails to respond to a request under Clause 13.8 ( FATCA Information ) and a Lender reasonably believes that the Agentwill not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii) the information supplied by the Agent pursuant to Clause 13.8 ( FATCA Information ) indicates that the Agent will not be (or willhave ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party onor after that FATCA Application Date,

and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if theAgent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.

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28.13 Confidentiality

(a) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its respective agency or security trustee divisionwhich in each case shall be treated as a separate legal person from any other of its branches, divisions or departments.

(b) If information is received by another branch, division or department of the legal person which is the Agent, it may be treated as confidentialto that branch, division or department and the Agent shall not be deemed to have notice of it.

(c) The Agent shall not be obliged to disclose to any Finance Party any information supplied to it by the Borrower or any Affiliates of theBorrower on a confidential basis and for the purpose of evaluating whether any waiver or amendment is or may be required or desirable inrelation to any Finance Document.

28.14 Relationship with the Lenders

Subject to Clause 30.2 ( Distributions by the Agent ), the Agent may treat each Lender as a Lender, entitled to payments under thisAgreement and acting through its Facility Office unless it has received not less than five Business Days’ prior notice from that Lender to thecontrary in accordance with the terms of this Agreement.

28.15 Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any TransactionDocument, each Lender confirms to each Administrative Party that it has been, and will continue to be, solely responsible for making its ownindependent appraisal and investigation of all risks arising under or in connection with any Transaction Document including but not limitedto:

(a) the financial condition, status and nature of any Obligor or any other person;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document and any other agreement, Security

arrangement or document entered into, made or executed in anticipation of, under or in connection with any TransactionDocument;

(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets

under or in connection with any Transaction Document, the transactions contemplated by the Transaction Documents or anyother agreement, Security, arrangement or document entered into, made or executed in anticipation of, under or in connectionwith any Transaction Document; and

(d) the adequacy, accuracy and/or completeness of the Information Memorandum and any other information provided by the Agent,

any Party or by any other person under or in connection with any Transaction Document, the transactions contemplated by theTransaction Documents or any other agreement, Security, arrangement or document entered into, made or executed inanticipation of, under or in connection with any Transaction Document.

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28.16 Reference Banks

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (inconsultation with the Borrower) appoint another Lender or an Affiliate of a Lender or any bank approved by the Majority Lenders to replacethat Reference Bank.

28.17 Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amountnot exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the FinanceDocuments and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents thatParty shall be regarded as having received any amount so deducted.

28.18 Security Documents

The provisions of the Security Documents shall bind each Party.

28.19 Transfer Certificate

Each Party (except for the Borrower and the Lender and any bank, financial institution, trust, fund or other entity which is seeking therelevant transfer in accordance with Clause 24 ( Changes to the Lenders )) irrevocably authorises the Agent to sign each TransferCertificate on its behalf.

29. Sharing among the Finance Parties

29.1 Payments to Finance Parties

If a Finance Party (a “ Recovering Finance Party ”) receives or recovers (whether by set-off or otherwise) any amount from an Obligorother than in accordance with Clause 30 ( Payment mechanics ) (a “ Recovered Amount ”) and applies that amount to a payment dueunder the Finance Documents then:

(a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Agent;

(b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have

been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 30 (Payment mechanics ), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recoveryor distribution; and

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(c) the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the “

Sharing Payment ”) equal to such receipt or recovery less any amount which the Agent determines may be retained by theRecovering Finance Party as its share of any payment to be made, in accordance with Clause 30.5 ( Partial payments ).

29.2 Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (otherthan the Recovering Finance Party) (the “ Sharing Finance Parties ”) in accordance with Clause 30.5 ( Partial payments ) towards theobligations of that Obligor to the Sharing Finance Parties.

29.3 Recovering Finance Party’s rights

(a) On a distribution by the Agent under Clause 29.2 ( Redistribution of payments ), the Recovering Finance Party will be subrogated to therights of the Finance Parties which have shared in the redistribution.

(b) If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph (a) above, the relevant Obligor shallbe liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

29.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by thatRecovering Finance Party, then:

(a) each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party

an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary toreimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering FinanceParty is required to pay) (the “ Redistributed Amount ”); and

(b) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the relevant Obligorwill be liable to the reimbursing Finance Party for the amount so reimbursed.

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29.5 Exceptions

(a) This Clause 29 shall not apply to:

(i) the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid andenforceable claim against the relevant Obligor;

(ii) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement; or

(iii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to anyassignee or participant.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party hasreceived or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings; and

(ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon asreasonably practicable having received notice and did not take separate legal or arbitration proceedings.

30. Payment mechanics

30.1 Payments to the Agent

(a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor (subject to Clause30.9 ( Payments to the Security Trustee ) or that Lender shall make the same available to the Agent (unless a contrary indication appears ina Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time forsettlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Agentspecifies.

30.2 Distributions by the Agent

(a) Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 30.3 ( Distributions to anObligor ), Clause 30.4 ( Clawback ) and Clause 30.9 ( Payments to the Security Trustee ) be made available by the Agent as soon aspracticable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the accountof its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank in theprincipal financial centre of the country of that currency.

(b) The Agent shall distribute payments received by it in relation to all or any part of a Loan to the Lender indicated in the records of the Agentas being so entitled on that date Provided that the Agent is authorised to distribute payments to be made on the date on which any transferbecomes effective pursuant to Clause 24 ( Changes to the Lenders ) to the Lender so entitled immediately before such transfer took placeregardless of the period to which such sums relate.

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30.3 Distributions to an Obligor

The Agent and the Security Trustee may (with the consent of the Obligor or in accordance with Clause 31 ( Set-off )) apply any amountreceived by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from thatObligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

30.4 Clawback

(a) Where a sum is to be paid to the Agent or the Security Trustee under the Finance Documents for another Party, the Agent or, as the casemay be, the Security Trustee is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract)until it has been able to establish to its satisfaction that it has actually received that sum.

(b) If the Agent or the Security Trustee pays an amount to another Party and it proves to be the case that the Agent or, as the case may be, theSecurity Trustee, had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchangecontract) was paid shall on demand refund the same to the Agent or, as the case may be, the Security Trustee together with interest on thatamount from the date of payment to the date of receipt by the Agent or, as the case may be, the Security Trustee, calculated by it to reflectits cost of funds.

30.5 Partial payments

(a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the FinanceDocuments, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

(i) first , in or towards payment pro rata of any unpaid fees, costs and expenses of any Administrative Party under the FinanceDocuments;

(ii) secondly , in or towards payment pro rata of any accrued interest, fee (other than as provided in (i) above) or commission duebut unpaid under this Agreement or any Ancillary Facility Document;

(iii) thirdly , in or towards payment pro rata of any principal due but unpaid under this Agreement or any Ancillary Facility Document;and

(iv) fourthly , in or towards payment pro rata of any other sum due but unpaid under the Finance Documents or any Ancillary Facility

Document, provided that the Agent shall not make any such payments to any Ancillary Lender prior to the Agent delivering anotice to the Borrower pursuant to Clause 23.17 ( Acceleration ).

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(b) The Agent shall, if so directed by the Majority Facility A Lenders, the Majority Facility B Lenders and the Majority Facility CLenders, vary the order set out in paragraphs (a)(i) to (a)(iv) above.

(c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

30.6 No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of anydeduction for) set-off or counterclaim.

30.7 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendarmonth (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement, interest is payable on the principalor Unpaid Sum at the rate payable on the original due date.

30.8 Currency of account

(a) Subject to paragraphs (c) and (d) below, Singapore Dollars is the currency of account and payment for any sum due from an Obligor underany Finance Document.

(b) A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the currency in which that Loan or Unpaid Sumis denominated on its due date.

(c) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(d) Any amount expressed to be payable in a currency other than Singapore Dollars shall be paid in that other currency.

30.9 Payments to the Security Trustee

Notwithstanding any other provision of any Finance Document, at any time after any Security created by or pursuant to any SecurityDocument becomes enforceable, the Security Trustee may require:

(a) any Obligor to pay all sums due under any Finance Document; or

(b) the Agent to pay all sums received or recovered from an Obligor under any Finance Document,

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in each case as the Security Trustee may direct for application in accordance with the terms of the Intercreditor Agreement and the SecurityDocuments.

31. Set-off

While an Event of Default is continuing, a Finance Party may set off any matured obligation due from an Obligor under the FinanceDocuments (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to thatObligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, theFinance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. Therelevant Finance Party shall notify the Borrower of any set-off pursuant to this Clause 31 as soon as practicable after the Finance Partycompletes it.

32. Notices

32.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated,may be made by fax, letter or (where applicable) under Clause 32.5 ( Electronic communication ) by email.

32.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party forany communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of the Borrower, that identified with its name below;

(b) in the case of each Lender or any Guarantor, that notified in writing to the Agent on or prior to the date on which it becomes aParty; and

(c) in the case of the Agent and the Security Trustee, that identified with its name below,

or any substitute address, fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the otherParties, if a change is made by the Agent) by not less than five Business Days’ notice.

32.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will beeffective:

(i) if by way of fax, only when received in legible form;

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(ii) if by way of letter, only when it has been left at the relevant address or three Business Days after being deposited in the postpostage prepaid in an envelope addressed to it at that address; or

(iii) (where applicable) if by way of email, if it complies with the conditions under Clause 32.5 ( Electronic communication ).

and, if a particular department or officer is specified as part of its address details provided under Clause 32.2 ( Addresses ), if addressed tothat department or officer.

(b) Any communication or document to be made or delivered to the Agent or the Security Trustee will be effective only when actually receivedby it and then only if it is expressly marked for the attention of the department or officer identified with its signature below (or any substitutedepartment or officer as it shall specify for this purpose).

(c) All notices from or to an Obligor shall be sent through the Agent.

(d) Any communication or document made or delivered to the Borrower in accordance with this Clause will be deemed to have been made ordelivered to each of the Obligors.

32.4 Notification of address and fax number

Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 32.2 (Addresses ) or changing its own address or fax number, the Agent shall notify the other Parties.

32.5 Electronic communication

(a) For the purposes of delivering a scanned copy of a duly completed Utilisation Request by email under paragraph (b)(i) of Clause 5.1 (Delivery of a Utilisation Request ), the Agent and the Borrower shall:

(i) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receiptof information by that means; and

(ii) notify each other of any change to their electronic mail address or any other such information supplied by them.

(b) Any electronic communication made for the purpose of paragraph (b)(i) of Clause 5.1 ( Delivery of a Utilisation Request ) by the Borrower tothe Agent will be effective only when actually received by the Agent and then only if it is addressed in such a manner as the Agent shallspecify to the Borrower for this purpose.

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(c) The Agent and the Borrower shall notify each other promptly upon becoming aware that its electronic mail system or other electronic means

of communication cannot be used due to technical failure (and that failure is or is likely to be continuing for more than 24 hours). Until theAgent or the Borrower has notified each other that the failure has been remedied, all notices between those parties shall be sent by fax orletter in accordance with this Clause 32.

32.6 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the Englishtranslation will prevail unless the document is a constitutional, statutory or other official document or a Security Document.

33. Calculations and certificates

33.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accountsmaintained by a Finance Party are prima facie evidence of the matters to which they relate.

33.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error,conclusive evidence of the matters to which it relates.

33.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actualnumber of days elapsed and a year of 365 days or, in any case where the practice in the Singapore interbank market differs, in accordancewith that market practice.

34. Partial invalidity

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of anyjurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of suchprovision under the law of any other jurisdiction will in any way be affected or impaired.

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35. Remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shalloperate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise ofany other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remediesprovided by law.

36. Amendments and waivers

36.1 Required consents

(a) Subject to Clause 36.2 ( Exceptions ) any term of the Finance Documents may be amended or waived only with the consent of the MajorityLenders and the Obligors and any such amendment or waiver will be binding on all Parties, provided that the Agent may, with the consentof the Borrower only, amend, modify or supplement this Agreement or any other Finance Document to cure any ambiguity, mutual mistakeamong all Parties hereto or thereto, typographical error, defect or inconsistency.

(b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 36.

36.2 Exceptions

(a) An amendment or waiver that has the effect of changing or which relates to:

(i) the definition of “Majority Lenders” in Clause 1.1 ( Definitions ), shall not be made without the prior consent of all the Lenders;

(ii) the definition of “Majority Facility A Lenders”, “Majority Facility B Lenders” or “Majority Facility C Lenders” in Clause 1.1 (Definitions ), shall not be made without the prior consent of all the Lenders under the relevant Facility;

(iii) an extension to the date of payment of any amount under the Finance Documents (save as contemplated by Clause 7.5 (Extension Option )), shall not be made without the prior consent of each Lender directly affected by such extension;

(iv) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable, shall notbe made without the prior consent of all the Lenders directly affected by such reduction;

(v) an increase in or an extension of any Commitment (save as contemplated by Clause 2.3 ( Accordion Feature – Increase in

Facility C ) and/or Clause 7.5 ( Extension Option )), shall not be made without the prior consent of each Lender directly affectedby such increase or extension;

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(vi) any provision which expressly requires the consent of all the Lenders, shall not be made without the prior consent of all theLenders;

(vii) Clause 2.2 ( Finance Parties’ rights and obligations ), Clause 24 ( Changes to the Lenders ), Clause 29 ( Sharing among theFinance Parties ) or this Clause 36.2 shall not be made without the prior consent of all the Lenders; or

(viii) (notwithstanding paragraph (b) of Clause 20.2 ( Amendments and Waivers: Security Documents ) of the Intercreditor Agreement)the release of any Security created pursuant to any Security Document or of any Charged Assets or the release of any guaranteeor subordination in any Finance Document (except, in each case, as permitted in any Finance Document), shall not be madewithout the prior consent of all the Lenders (other than, in relation to a release of any such Security not constituting part of theProperties comprising the hotel, conference, meeting, convention, exhibition and/or Casino facilities, where the fair market valueof the Charged Assets subject to such release (when aggregated with the fair market value of all Charged Assets releasedpursuant to this sub-paragraph (viii)) does not exceed 25 per cent. of the total fair market value of all Charged Assets immediatelyprior to the date of the first such release, in which case the release shall not be made without the prior consent of the MajorityLenders) (it being understood that the provision of additional Security permitted by this Agreement on any Charged Assets shallnot be deemed to be a release of Security created pursuant to any Security Document or of any Charged Asset),

other than, in each case, subject to paragraph (g) below, any Permitted Sands Lender. For the avoidance of doubt, a Non-Funding Lendershall not be required to consent to any matter described in this Clause 36.2 (nor shall its participation in any outstanding Loans being takeninto consideration for reaching any consent), except to the extent required by Clause 2.4 ( Non-Funding Lender ).

(b) An amendment or waiver which relates to the rights or obligations of any Administrative Party may not be effected without the consent ofsuch Administrative Party.

(c) Except where the consent of all Lenders is required by any Finance Document, an amendment or waiver which relates solely to the rightsand obligations of the Facility A Lenders shall not be effective without the consent of the Majority Facility A Lenders and shall not require theconsent of any Facility B Lender, any Facility C Lender or Ancillary Lender.

(d) Except where the consent of all Lenders is required by any Finance Document, an amendment or waiver which relates solely to the rights orobligations of the Facility B Lenders shall not be effective without the consent of the Majority Facility B Lenders and shall not require theconsent of any Facility A Lender, any Facility C Lender or Ancillary Lender.

(e) Except where the consent of all Lenders is required by any Finance Document, an amendment or waiver which relates solely to the rightsand obligations of the Facility C Lenders shall not be effective without the consent of the Majority Facility C Lenders and shall not requirethe consent of any Facility A Lender, Facility B Lender or Ancillary Lender.

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(f) Except where the consent of all Lenders is required by any Finance Document, an amendment or waiver which relates solely to the rights

and obligations of an Ancillary Lender shall not be effective without the consent of that Ancillary Lender and shall not require the consent ofany Facility A Lender, Facility B Lender or Facility C Lender.

(g) Any amendment or waiver which puts any Permitted Sands Lender in its capacity as a Lender in a worse position, whether economically orotherwise, with respect to its participation in the Facilities (other than in a way which affects or would affect Lenders of that Permitted SandsLender’s class generally), may not be effected without its consent.

(h) Any provision of this Agreement or any other Finance Document which requires the consent, approval or determination of all the Lendersshall not require the consent, approval or determination of any Permitted Sands Lender (unless it relates to paragraph (a)(i), (a)(ii) or(g) above) and any such consent, approval or determination shall be made by all the other Lenders.

(i) Notwithstanding the foregoing, if any Lender (a “ Non-Consenting Lender ”) does not agree to any amendment or waiver hereunder whichhas been consented to by the Majority Lenders, then the Borrower may cancel the Commitments of such Non-Consenting Lender andprepay such Non-Consenting Lender’s participation in the Loans and the utilisations of any Ancillary Facility in accordance with paragraph(a) of Clause 8.12 ( Right of prepayment and cancellation in relation to a single Lender ), at its sole expense and effort, upon notice to suchNon-Consenting Lender and the Agent, require such Non-Consenting Lender to transfer in accordance with Clause 8.11 ( Right ofreplacement of a single Lender ), without recourse, all such Lender’s interests, rights and obligations under this Agreement to a transfereethat shall assume such interests, rights and obligations (which such transferee must be a bank or financial institution or a Permitted SandsLender or may be another Lender, if a Lender accepts such transfer) provided that:

(i) such Non-Consenting Lender shall have received irrevocable payment in full in cash of an amount equal to the outstanding

principal of its Loans, accrued interest thereon, and accrued fees and all other Senior Liabilities and other amounts payable to ithereunder, or (if agreed between the Borrower and the Non-Consenting Lender) at less than par, from the transferee or theBorrower; and

(ii) such cancellation and prepayment or transfer (together with any other cancellations and prepayments or transfers pursuant to thisparagraph (i) or otherwise) will result in such amendment being approved.

37. Counterparts

(a) Each Finance Document and any Transfer Certificate may be executed in any number of counterparts, and this has the same effect as ifthe signatures on the counterparts were on a single copy of the Finance Document or, as the case may be, Transfer Certificate.

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(b) Each counterpart of this Agreement shall constitute an original of this Agreement and may be signed and executed by the Parties and

transmitted by facsimile transmission or other electronic transmission (including Portable Document Format) and shall be as valid andeffectual as if executed as an original, but all counterparts shall constitute one and the same instrument. Each Party shall deliver its originalcounterpart to the Agent as soon as practicable, provided that in relation to the Borrower, it shall deliver its original counterpart to the Agent,no later than 11:00 a.m. on the first Utilisation Date.

38. Governing law

This Agreement is governed by Singapore law.

39. Enforcement

39.1 Jurisdiction of Singapore courts

(a) Except as provided in paragraph (c) below, the courts of Singapore have exclusive jurisdiction to settle any dispute arising out of or inconnection with this Agreement (including any dispute regarding the existence, validity or termination of this Agreement) (a “ Dispute ”).

(b) The Parties agree that the courts of Singapore are the most appropriate and convenient courts to settle Disputes and accordingly no Partywill argue to the contrary.

(c) This Clause 39.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedingsrelating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedingsin any number of jurisdictions.

39.2 Service of process

Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated inSingapore):

(a) irrevocably appoints the Borrower as its agent for service of process in relation to any proceedings before the Singapore courts inconnection with any Finance Document (and the Borrower hereby accepts such appointment); and

(b) agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

Each Obligor expressly agrees and consents to the provisions of this Clause 39.2.

40. Certain Matters Affecting Lenders

If (a) the Nevada Gaming Authority shall determine that any Lender does not meet suitability standards prescribed under the NevadaGaming Regulations or (b) any Casino Regulatory Authority or any other gaming authority with jurisdiction over the gaming business of theBorrower shall determine that any Lender does not meet its suitability standards (in any

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such case, a “ Former Lender ”), the Agent or the Borrower shall have the right (but not the duty) to designate bank(s) or other financialinstitution(s) or a Permitted Sands Lender (in each case, a “ Substitute Lender ”) which may be any Lender or Lenders or any otherEligible Lender or a Permitted Sands Lender that agrees to become a Substitute Lender and to assume the rights and obligations of theFormer Lender in accordance with Clause 24 ( Changes to the Lenders ), subject to receipt by the Agent of evidence that such SubstituteLender is an Eligible Lender or a Permitted Sands Lender. The Substitute Lender shall assume the rights and obligations of the FormerLender under this Agreement.

41. Gaming Authorities

Each Finance Party agrees to cooperate with the Casino Regulatory Authority and any other applicable gaming authorities, in connectionwith the administration of their regulatory jurisdiction over the Borrower, including to the extent not inconsistent with the internal policies ofsuch Finance Party and any applicable legal or regulatory restrictions the provision of such documents or other information as may berequested by the Casino Regulatory Authority or any other gaming authority relating to the Finance Parties, or to the Finance Documents.Notwithstanding any other provision of the Agreement, the Borrower expressly authorises each Finance Party to cooperate with the CasinoRegulatory Authority and such other gaming authorities as described above.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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Schedule 1

The Original PartiesPart I

The Mandated Lead Arrangers 1. DBS Bank Ltd.

2. Oversea-Chinese Banking Corporation Limited

3. United Overseas Bank Limited

4. Malayan Banking Berhad, Singapore Branch

5. Standard Chartered Bank

6. Sumitomo Mitsui Banking Corporation

7. CIMB Bank Berhad, Singapore Branch

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Part II

The Original Facility A Lenders Name of Original Facility A Lender Facility A Commitment1. DBS Bank Ltd. S$768,347,1072. Oversea-Chinese Banking Corporation Limited S$768,347,1073. United Overseas Bank Limited S$893,347,1074. Malayan Banking Berhad, Singapore Branch S$534,289,2565. Standard Chartered Bank S$325,173,5546. Sumitomo Mitsui Banking Corporation S$218,115,7037. CIMB Bank Berhad, Singapore Branch S$141,322,3158. Bank of China Limited, Singapore Branch S$135,057,8519. Hong Leong Finance Limited S$135,000,00010. Mizuho Corporate Bank, Ltd. S$135,000,00011. RHB Bank Berhad, Singapore S$87,000,00012. The Bank of East Asia, Limited, Singapore Branch S$72,000,00013. The Bank of Tokyo-Mitsubishi UFJ, Ltd. S$72,000,00014. Indian Overseas Bank S$55,000,00015. Bank of America N.A. S$24,000,00016. Chang Hwa Commercial Bank, Ltd., Singapore Branch S$24,000,00017. Goldman Sachs Foreign Exchange (Singapore) Pte S$24,000,00018. Land Bank of Taiwan, Singapore Branch S$24,000,00019. UCO Bank, Singapore Branch S$24,000,00020. Bank of Taiwan, Singapore Branch S$20,000,00021. BNP Paribas Singapore Branch S$20,000,000

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22. First Commercial Bank, Singapore Branch S$20,000,00023. Hua Nan Commercial Bank, Ltd., Singapore Branch S$20,000,00024. Indian Bank S$20,000,00025. Korea Exchange Bank, Singapore Branch S$20,000,00026. Mega International Commercial Bank Co., Ltd., Singapore Branch S$20,000,000

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Part III

The Original Facility B Lenders Name of Original Facility B Lender Facility B Commitment1. DBS Bank Ltd. S$89,652,8932. Oversea-Chinese Banking Corporation Limited S$89,652,8933. United Overseas Bank Limited S$89,652,8934. Malayan Banking Berhad, Singapore Branch S$74,710,7445. Standard Chartered Bank S$44,826,4466. Sumitomo Mitsui Banking Corporation S$29,884,2977. CIMB Bank Berhad, Singapore Branch S$18,677,6858. Bank of China Limited, Singapore Branch S$14,942,1499. Barclays Bank PLC, Singapore Branch S$24,000,00010. The Royal Bank of Scotland plc, Singapore Branch S$24,000,000

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Schedule 2

Conditions PrecedentPart I

Conditions Precedent to Initial Utilisation 1. The Borrower

(a) A copy of the constitutional documents of the Borrower.

(b) A copy of a resolution of the board of directors or equivalent body of the Borrower:

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that itexecute the Finance Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant,

any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the FinanceDocuments to which it is a party.

(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(d) A certificate from the Borrower (signed by a director or a chief financial officer) confirming that borrowing the Total Commitments would notcause any borrowing or similar limit binding on it to be exceeded.

(e) A certificate of an authorised signatory of the Borrower certifying that each copy document relating to it specified in this Part I of Schedule 2is correct, complete and in full force and effect as at a date no earlier than the original date of this Agreement.

2. Security

(a) Confirmation from the Security Trustee that it has received in form and substance satisfactory to it, a copy of each of the followingdocuments, executed in escrow by the parties to it:

(i) the Assignment of Development Agreement;

(ii) the Assignment of Insurances;

(iii) the Assignment of Proceeds;

(iv) the Debenture;

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(v) the Mortgage; and

(vi) the Intercreditor Agreement.

(b) Evidence that the relevant caveats have been lodged against the Properties in favour of the Security Trustee.

3. Legal opinions

A legal opinion of Allen & Gledhill LLP, legal advisers to the Arranger and the Agent in Singapore, substantially in the form distributed to theOriginal Lenders prior to signing this Agreement.

4. Base Case Financial Model

A copy of the Base Case Financial Model.

5. Financial information

Certified copies of the Borrower’s Original Financial Statements.

6. Integrated Resort information

(a) Evidence that the notice of the execution of the Finance Documents by the Borrower has been delivered to the Casino Regulatory Authority.

(b) A copy of the approval of the Head Lessor to:

(i) the execution of, and the creation of the Security under, the Assignment of Development Agreement and the Mortgage by theBorrower; and

(ii) the creation of such Security in favour of the Secured Parties.

(c) A satisfactory report on the titles of the Properties.

(d) Satisfactory requisitions in respect of the Properties.

(e) A copy of the valuation report by an Approved Valuer addressed to the Agent (for the benefit of the Secured Parties), in the form deliveredto the Agent prior to the original date of this Agreement and dated not earlier than six Months before the original date of this Agreement (or,if the valuation report is dated earlier than six Months before the original date of this Agreement, together with a letter (such letter to bedated no earlier than six Months before the original date of this Agreement) from that Approved Valuer issuing the valuation reportconfirming that such valuation report remains up-to-date on the date of the letter).

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(f) The original or a copy (certified true by the relevant insurer or insurance broker) of each of the insurance policies effected by the Borrower

and payment evidence of the most recent premium.

(g) The Original Insurance Report.

7. Other documents and evidence

Evidence that each Fee Letter and the Ancillary Facility Letter has been duly executed by the parties to it.

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Part II

Conditions Precedent Required to be Delivered by a Guarantor 1. A Guarantor Accession Letter, duly executed by the Guarantor and the Borrower.

2. A copy of the constitutional documents of the Guarantor.

3. A copy of a resolution of the board of directors of the Guarantor:

(a) approving the terms of, and the transactions contemplated by, the Guarantor Accession Letter and the Finance Documents andresolving that it execute the Guarantor Accession Letter and each Finance Document;

(b) authorising a specified person or persons to execute the Guarantor Accession Letter and each Finance Document on its behalf;

(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signedand/or despatched by it under or in connection with the Finance Documents; and

(d) if so required by the Agent, resolving that it is in the best interests of that Guarantor to enter into the transactions contemplated bythe Guarantor Accession Letter and the Finance Documents to which that Guarantor is a party, giving reasons.

4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.

5. In the case of a Guarantor incorporated in Singapore, or if so required by the Agent, a copy of a resolution signed by all the holders of theissued shares of the Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which theGuarantor is a party.

6. A certificate of the Guarantor (signed by a director) confirming that guaranteeing the Total Commitments would not cause any borrowing,guaranteeing or similar limit binding on it to be exceeded.

7. A certificate of an authorised signatory of the Guarantor certifying that each copy document listed in this Part II of Schedule 2 is correct,complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Letter.

8. If required pursuant to this Agreement, a copy of a Restricted Subsidiary Debenture, duly executed by the Guarantor and the SecurityTrustee.

9. If available, the latest audited financial statements of the Guarantor.

10. A legal opinion of Allen & Gledhill LLP, legal advisers to the Arranger and the Agent in Singapore.

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11. If the Guarantor is incorporated in a jurisdiction other than Singapore, a legal opinion of the legal advisers to the Arranger and the Agent in

the jurisdiction in which the Guarantor is incorporated.

12. If the Guarantor is incorporated in a jurisdiction other than Singapore, a legal opinion of the legal advisers to the Guarantor in the jurisdictionin which the Guarantor is incorporated.

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Schedule 3Requests

Part IUtilisation Request

From: Marina Bay Sands Pte. Ltd.

To: DBS Bank Ltd. as Agent

Dated:

Dear Sirs

Marina Bay Sands Pte. Ltd.S$5,100,000,000 Facility Agreement originally dated 25 June 2012

(as amended and restated pursuant to the Amendment and Restatement Agreementdated 29 August 2014 and as further amended and restated pursuant to the SecondAmendment and Restatement Agreement dated [ ]) (the “Agreement”)

1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation

Request unless given a different meaning in this Utilisation Request.

2. We wish to borrow a Loan on the following terms:

Proposed Utilisation Date: [ ](or, if that is not a Business Day, the next Business Day)

Facility to be utilised: [Facility A] / [Facility B]/[Facility C]

Purpose: [Insert appropriate description from Clause 3.1 (Purpose)]

Amount: [ ] or, if less, the Available Facility

Interest Period: [ ]

3. We confirm that each condition specified in Clause 4.2 ( Further conditions precedent ) applicable to this Loan is satisfied on the date of thisUtilisation Request.

4. The proceeds of this Loan should be [insert bank accounts into which cash proceeds are to be paid].

5. This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory forMarina Bay Sands Pte. Ltd.

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Part II

Selection NoticeApplicable to a Facility A Loan or a Facility C Loan


To: DBS Bank Ltd. as Agent

Dated:

Dear Sirs


(as amended and restated pursuant to the Amendment and Restatement Agreementdated 29 August 2014 and as further amended and restated pursuant to the

Second Amendment and Restatement Agreement dated [ ]) (the “Agreement”) 1. We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice

unless given a different meaning in this Selection Notice.

2. We refer to the following Facility [A]/[C] Loan[s] in [ identify currency ] with an Interest Period ending on [ ].

3. [We request that the above Facility [A]/[C] Loan[s] be divided into [ ] Facility [A]/[C] Loans with the following amounts andInterest Periods:]

or

[We request that the next Interest Period for the above Facility [A]/[C] Loan[s] is [ ]] .

4. This Selection Notice is irrevocable.

Yours faithfully


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Part III

Ancillary Facility Request From: Marina Bay Sands Pte. Ltd. To: DBS Bank Ltd. as Agent Dated:

Dear Sirs



1. We refer to the Agreement. This is an Ancillary Facility Request. Terms defined in the Agreement have the same meaning in this Ancillary

Facility Request unless given a different meaning in this Ancillary Facility Request.

2. We wish to establish an Ancillary Facility on the following terms:

Proposed Ancillary Lender: [ ]

Type or types of facility: [ ]

Commencement Date: [ ]

Expiry date: [ ]

Ancillary Commitment amount: [ ]

Currency/ies available:

[Other details required by the Agent:] [ ]

3. We confirm that each condition specified in paragraphs (a) and (b) of Clause 6.4 ( Grant of Ancillary Facility ) is satisfied on the date of thisAncillary Facility Request.

Yours faithfully


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Schedule 4

Form of Transfer Certificate To: DBS Bank Ltd. as Agent

From: [ the Existing Lender ] (the “ Existing Lender ”) and

[ the New Lender ] (the “ New Lender ”)

Dated:



1. We refer to Clause 24.5 ( Procedure for transfer ) of the Facility Agreement. This is a Transfer Certificate. Terms used in the Agreement

shall have the same meaning in this Transfer Certificate.

2. The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation in accordance withClause 24.5 ( Procedure for transfer ) all or part of the Existing Lender’s Commitment specified in the Schedule and/or all or part of theExisting Lender’s participation(s) in any Loan(s) specified in the Schedule, in each case together with related rights and obligations.

3. The proposed Transfer Date is [ ].

4. The Facility Office and address, fax number and attention particulars for notices of the New Lender for the purposes of Clause 32.2 (Addresses ) are set out in the Schedule.

5. The New Lender agrees to be bound by the terms of the Agreement and the Intercreditor Agreement as a Lender.

6. The New Lender expressly acknowledges:

(a) the limitations on the Existing Lender’s obligations set out in paragraphs (a) and (c) of Clause 24.4 ( Limitation of responsibility ofExisting Lenders ); and

(b) that it is the responsibility of the New Lender to ascertain whether any document is required or any formality or other condition

requires to be satisfied to effect or perfect the transfer contemplated by this Transfer Certificate or otherwise to enable the NewLender to enjoy the full benefit of each Finance Document.

7. The New Lender confirms that it is a “New Lender” within the meaning of Clause 24.1 ( Transfers by the Lenders ).

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8. The New Lender confirms that it is an Eligible Lender as at the date of this Transfer Certificate pursuant to paragraph [ ] of the

definition thereof.

9. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on thecounterparts were on a single copy of this Transfer Certificate.

10. This Transfer Certificate is governed by Singapore law.

11. This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

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THE SCHEDULE

Commitment/rights and obligations to be transferred, and other particulars

Commitment/participation(s) transferred Drawn Loan(s) participation(s) amount(s): [ ]

Available Commitment amount: [ ]

Administration particulars: New Lender’s receiving account: [ ]

Address: [ ]

Telephone: [ ]

Facsimile: [ ]

Attn/Ref: [ ] [the Existing Lender] [the New Lender]

By: By:

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [ ].

DBS Bank Ltd. (as Agent)

By:

Marina Bay Sands Pte. Ltd.

By:

Note: It is the NewLender’s responsibility toascertain whether any other document is required, or any formality or other condition isrequiredtobesatisfied,toeffectorperfectthetransfercontemplatedinthisTransferCertificateortogivetheNewLenderfullenjoymentofalltheFinanceDocuments.

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Schedule 5

Form of Compliance Certificate To: DBS Bank Ltd. as Agent


Dated:

Dear Sirs

Marina Bay Sands Pte. Ltd.S$ 5,100,000,000 Facility Agreement originally dated 25 June 2012

(as amended and restated pursuant to the Amendment and Restatement Agreementdated 29 August 2014 and as further amended and restated pursuant to the Second

Amendment and Restatement Agreement dated [ ]) (the “Agreement”)

1. We refer to the Facility Agreement. This is a Compliance Certificate. Terms used in the Facility Agreement shall have the same meaning inthis Compliance Certificate.

2. We confirm that: [Insert details of covenants to be certified including calculations]

[We confirm that no Default is continuing.] or

[We confirm that no Event of Default is continuing.] Signed:

Authorised Signatory Authorised Signatory

for for

Marina Bay Sands Pte. Ltd. Marina Bay Sands Pte. Ltd.

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Schedule 6

Form of Guarantor Accession Letter To: DBS Bank Ltd. as Agent

From: [ Subsidiary ] and Marina Bay Sands Pte. Ltd.

Dated:

Dear Sirs




1. We refer to the Agreement. This is a Guarantor Accession Letter. Terms defined in the Agreement have the same meaning in thisGuarantor Accession Letter unless given a different meaning in this Guarantor Accession Letter.

2. [ Subsidiary ] agrees to:

(a) become a Guarantor and to be bound by the terms of the Facility Agreement as a Guarantor and an Obligor pursuant to Clause26.2 ( Guarantors ) of the Agreement:

(b) to be bound by the terms of the Intercreditor Agreement as a Guarantor and an Obligor.

3. [ Subsidiary ] is a company duly incorporated under the laws of [ name of relevant jurisdiction ].

4. [ Subsidiary’s ] administrative details are as follows:

Address:

Fax No:

Attention:

5. This Guarantor Accession Letter is governed by Singapore law.

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The Guarantor

The COMMON SEAL of )[____________________] )was hereunto affixed in the )presence of: ) Director

Director/Secretary

I, , an Advocate and Solicitor of the Supreme Court of the Republic of Singapore practising in Singapore hereby certify thaton , 20__ the Common Seal of [____________] was duly affixed to the above Guarantor Accession Letter at Singapore in mypresence in accordance with the Articles of Association of [____________] (which Articles of Association have been produced and shown to me).

Witness my hand this [____] day of [_____________].

This Guarantor Accession Letter is accepted by the Security Trustee.

Security Trustee SIGNED, SEALED and DELIVERED )by )as attorney for and on behalf of )DBS BANK LTD. )in the presence of: )

The Borrower The COMMON SEAL of )MARINA BAY SANDS PTE. LTD. )was hereunto affixed in the )presence of: )

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Schedule 7

Form of Lender Increase Confirmation

To: DBS Bank Ltd. as Agent and Marina Bay Sands Pte. Ltd. as Borrower, for and on behalf of each Obligor

From: [ ] as Increase Lender (the “ Increase Lender ”)

Dated:

Dear Sirs




1. We refer to the Agreement. This is an Increase Confirmation. Terms defined in the Agreement have the same meaning in this IncreaseConfirmation unless given a different meaning in this Increase Confirmation.

2. We refer to Clause 2.3 ( Accordion Feature – Increase in Facility C ) of the Agreement.

3. The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Facility C Commitment specified in theSchedule (the “ Relevant Facility C Commitment ”) in accordance with the provisions of the Facility Agreement.

4. The proposed date on which the increase in relation to the Increase Lender and the Relevant Facility C Commitment is to take effect is [ ] .

5. On the later of the proposed increase date and the satisfaction of all conditions set out in Clause 2.3 ( Accordion Feature – Increase inFacility ) of the Agreement, the Increase Lender becomes party to the Agreement as a Facility C Lender.

6. The repayment schedule in relation to the Facility C Loans borrowed or to be borrowed under the Relevant Facility C Commitment (whichthe Increase Lender represents and warrants complies with the requirements in Clause 7.3 ( Repayment of Facility C Loans )) are set out inthe Schedule.

7. The Margin applicable to the Facility C Loans borrowed or to be borrowed under the Relevant Facility C Commitment is set out in theSchedule.

8. The fees applicable to the Facility C Loans borrowed or to be borrowed under the Relevant Facility C Commitment are set out in theSchedule

9. The terms relating to mandatory prepayment applicable to the Facility C Loans borrowed or to be borrowed under the Relevant Facility CCommitment is set out in the Schedule.

205

10. The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of Clause 32.2 (

Addresses ) are set out in the Schedule.

11. The Increase Lender expressly acknowledges the limitations on the Lenders’ obligations referred to in paragraph (f) of Clause 2.3 (Accordion Feature – Increase in Facility C ).

12. We refer to Clause 16.10 ( New Senior Lender ) of the Intercreditor Agreement. In consideration of the Increase Lender being accepted asa Senior Lender for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement), the Increase Lenderconfirms that it intends to be party to the Intercreditor Agreement as a Senior Lender, and undertakes to perform all the obligationsexpressed in the Intercreditor Agreement to be assumed by a Senior Lender and agrees that it shall be bound by all the provisions of theIntercreditor Agreement, as if it had been an original party to the Intercreditor Agreement.

13. The Increase Lender confirms that it is an Eligible Lender as at the date of this Increase Confirmation.

14. This Increase Confirmation may be executed in any number of counterparts and this has the same effect as if the signatures on thecounterparts were on a single copy of this Increase Confirmation.

15. This Increase Confirmation is governed by Singapore law.

[__________] as Increase Lender

By:

Note: The execution of this Increase Confirmation may not be sufficient for the Increase Lender to obtain the benefitof the SecurityDocuments in all jurisdictions. It is the responsibility of the Increase Lender to ascertain whether any other documents or otherformalitiesarerequiredtoobtainthebenefit oftheSecurityDocumentsinanyjurisdictionand,ifso,toarrangeforexecutionofthosedocumentsandcompletionofthoseformalities.

206

THE SCHEDULE

R ELEVANT F ACILITY C C OMMITMENT / RIGHTS AND OBLIGATIONS ( INCLUDING TERMS OF SCHEDULEDREPAYMENT , MANDATORY PREPAYMENT , FEES AND M ARGIN ) TO BE

ASSUMED BY THE I NCREASE L ENDER

[insert relevant details]

[ Facility office address, fax number and attention details fornotices and account details for payments ]

[Increase Lender]

By:

This Increase Confirmation is accepted by the Agent.

Agent

By:

Marina Bay Sands Pte. Ltd.

By:

207

Schedule 8Properties

The whole of Lots 342V, 348X, 349L, 382X, 528C, 529M, 70008M, 70010C, 70011M, 70013V, 70014P, 70015T, 70016A, 70017K, 70030V, 70031P,70032T, 70033A, 80022X, 80023L, 80024C, 80025M, 80026W, 80027V, 80051K, 80052N and 80053X, all of Town Subdivision 30, and any suchpieces or parcels of land (whether subterranean space, airspace, foreshore or seabed) as may be approved by the Competent Authorities (asdefined in Clause 1.1 of the Development Agreement), together with all the buildings and structures to be erected thereon.

208

Schedule 9

Repayment Schedule For Facility A Loans(Amortized based on the outstanding aggregate Facility A Loans as at 31 March 2018

(after taking into account the repayment made by the Borrower pursuantto paragraph (e) of Clause 7.1 ( RepaymentofFacilityALoans)))

Facility A Repayment Date Facility A Repayment Instalment30 June 2018 0.50 per cent30 September 2018 0.50 per cent.31 December 2018 0.50 per cent.31 March 2019 0.50 per cent.30 June 2019 0.50 per cent.30 September 2019 0.50 per cent.31 December 2019 0.50 per cent.31 March 2020 0.50 per cent.30 June 202030 September 202031 December 202031 March 202130 June 202130 September 202131 December 202131 March 202230 June 202230 September 202231 December 202231 March 202330 June 202330 September 202331 December 2023

0.50 per cent.0.50 per cent.0.50 per cent.0.50 per cent.0.50 per cent.0.50 per cent.0.50 per cent.0.50 per cent.5.00 per cent.5.00 per cent.5.00 per cent.5.00 per cent.18.00 per cent.18.00 per cent.18.00 per cent.

Facility A Termination Date 18.00 per cent.

209

Schedule 10Timetables

“D –” refers to the number of Business Days before the relevant Utilisation Date/the first day of the relevant Interest Period. 1. Delivery by email of a scanned copy of a duly completed Utilisation Request

(paragraph (b)(i) of Clause 5.1 ( Delivery of a Utilisation Request )), delivery of anoriginal duly completed Utilisation Request (paragraph (a) of Clause 5.1 (Delivery of a Utilisation Request ) or delivery of a duly completed Selection Notice(Clause 10.1 ( Selection of Interest Periods ))

First Facility A Loan and firstFacility B Loan Subsequent Facility A Loans,subsequent Facility B Loansand all Facility C Loans

D - 3 11:00 a.m.

(Singapore time)

D - 4 11:00 a.m.

(Singapore time)

2. Agent notifies the Lenders of the Loan in accordance with Clause 5.4 ( Lenders’participations )

First Facility A Loan and firstFacility B Loan Subsequent Facility A Loans,subsequent Facility B Loansand all Facility C Loans

D - 3 4:00 p.m.

(Singapore time)

D - 311:00 a.m.

(Singapore time)

3. SWAP Rate is fixed

(a) Quotation Day as of 11:00 a.m.

(London time)

(b) Quotation Day as of 9:00 p.m. (Singapore time)

(c) Quotation Day

as of 4:30 p.m. (Singapore time)

210

4. (In the case where a scanned copy of a duly completed Utilisation

Request is delivered by email under paragraph (b)(i) of Clause 5.1 (Delivery of a Utilisation Request )) delivery of the original dulycompleted Utilisation Request (or a fax copy of the duly completedUtilisation Request) (paragraph (b)(ii) of Clause 5.1 ( Delivery of aUtilisation Request ))

D - 1 11:00 a.m.

(Singapore time)

211

Schedule 11

Form of Subordination AgreementPart I

Form of Internal Subordination Agreement

212

Part II

Form of External Subordination Agreement

213

Schedule 12

Existing Indebtedness Description Amount

Permitted FF&E Indebtedness (hire purchase) Nil

214

IN WITNESS WHEREOF this Agreement has been entered into on the date stated at the beginning.

The BorrowerMARINA BAY SANDS PTE. LTD. Address:

10 Bayfront Avenue Singapore 018956

Fax No: +65 6688 0714

Attention: Robert Harayda / Amy Chan

Note: (1) The Original Facility Agreement is dated 25 June 2012 and was amended and restated by an Amendment and RestatementAgreement dated 29 August 2014.

(2) This Second Amended and Restated Facility Agreement is executed by way of the Second Amendment and RestatementAgreement dated 19 March 2018.

The AgentDBS BANK LTD.

Address:

2 Changi Business Park Crescent,DBS Asia Hub Lobby B, #04-06Singapore 486029.

Fax No: +65 6324 4427

Attention: T&O – IBG Ops – Loan Agency

The Security TrusteeDBS BANK LTD.

Address:


Fax No: +65 6324 4427

Attention: T&O – IBG Ops – Loan Agency

IN WITNESS WHEREOF this Agreement has been entered into on the date stated at the beginning.

The BorrowerMARINA BAY SANDS PTE. LTD. Address:

10 Bayfront AvenueSingapore 018956

Fax No: +65 6688 0714

Attention: Robert Harayda / Amy Chan By : /s/ George TanasijevichName : George TanasijevichTitle : Director

The AgentDBS BANK LTD. Address:


Fax No: +65 6324 4427

Attention: T&O – IBG Ops – Loan Agency By : /S/ Lim Jian WeiName : Lim Jian WeiTitle : Executive Director

EXHIBIT 10.2

FIFTH AMENDMENT

dated as of March 27, 2018

among

LAS VEGAS SANDS, LLC, as Borrower

GUARANTORS PARTY HERETO,

LENDERS PARTY HERETO,

and

THE BANK OF NOVA SCOTIA, as Administrative Agent and Collateral Agent

THE BANK OF NOVA SCOTIA, BARCLAYS BANK PLC, BNP PARIBAS SECURITIES CORP., CITIGROUP GLOBALMARKETS INC., FIFTH THIRD BANK, GOLDMAN SACHS BANK USA and MERRILL LYNCH, PIERCE FENNER &

SMITH INCORPORATED,

as Joint Lead Arrangers and Joint Bookrunners,

BARCLAYS BANK PLC, BNP PARIBAS SECURITIES CORP., CITIGROUP GLOBAL MARKETS INC., FIFTH THIRDBANK and MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED,

as Syndication Agents,

and

MORGAN STANLEY SENIOR FUNDING, INC. and SUMITOMO MITSUI BANKING CORPORATION,

as Senior Managing Agents

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FIFTH AMENDMENT dated as of March 27, 2018 (this “ Amendment ”), to the Second Amended and Restated Credit andGuaranty Agreement, dated as of December 19, 2013 (as amended, supplemented or otherwise modified prior to the date hereof, the“ Existing Credit Agreement ”), among LAS VEGAS SANDS, LLC, a Nevada limited liability company (the “ Borrower ”), theGuarantors party thereto, the Lenders party thereto and The Bank of Nova Scotia (“ Scotiabank ”), as administrative agent for theLenders (in such capacity, the “ Administrative Agent ”) and as collateral agent (in such capacity, the “ Collateral Agent ”).Scotiabank, Barclays Bank PLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Fifth Third Bank, Goldman SachsBanks USA and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as joint lead arrangers and joint bookrunners inconnection with this Amendment (collectively, in such capacities, the “ Amendment Arrangers ”). Morgan Stanley Senior Funding,Inc. and Sumitomo Mitsui Banking Corporation are acting as senior managing agents in connection with this Amendment(collectively, in such capacity, the “ Amendment Senior Managing Agents ”).

A. All capitalized terms used but not defined herein shall have the meanings given them in the Amended CreditAgreement (as defined below).

B. Pursuant to the Existing Credit Agreement, certain Lenders (the “ Existing Term Lenders ”) have extended credit to theBorrower, consisting of (i) Term B Loans (the “ Existing Term Loans ”) and (ii) Revolving Commitments.

C. The Borrower has engaged the Amendment Arrangers to act as joint arrangers and joint bookrunners in structuring andfacilitating this Amendment. This Amendment is a “ Refinancing Amendment ” as defined in Section 2.24(j) of the Existing CreditAgreement.

D. The Borrower has requested all of the Existing Term Loans be refinanced with new term loans under a new term loanfacility (the “ Refinancing Term Loan Facility ”) by obtaining Refinancing Term Loan Commitments (as defined below).

E. Upon the Fifth Amendment Effective Date, the new term loans under the Refinancing Term Loan Facility (such newloans, collectively, the “ Refinancing Term Loans ”) will replace and refinance the Existing Term Loans in their entirety.

F. Each Existing Term Lender that executes and delivers a signature page to this Amendment in the form of Exhibit Ahereto (a “ Continuing Term Lender Addendum ”) and, in connection therewith, agrees to continue all of its Existing Term Loans(such continued Existing Term Loans, the “ Continued Term Loans ” and such Lenders, collectively, the “ Continuing Term Lenders”), will thereby (i) agree to the terms of this Amendment and the Existing Credit Agreement as amended by this Amendment (the “Amended Credit Agreement ”) and (ii) agree to continue all of its Existing Term Loans outstanding on the Effective Date asRefinancing Term Loans in a principal amount equal to the aggregate principal amount of such Existing Term Loans so continued.

Accordingly, the parties hereto hereby agree as follows:

SECTION1. Amendments to the Existing Credit Agreement . The Existing Credit Agreement is herebyamended as follows:

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(a) On and after the Fifth Amendment Effective Date, all references to (i) “Term B Loans” in the Existing CreditAgreement shall be deemed to be references to the “Refinancing Term Loans” and (ii) the “Term B Facility” in the CreditAgreement shall be deemed to be references to the “Refinancing Term Loan Facility”, in each case, with such changes as areset forth in this Amendment, except as the context may otherwise require.

(b) Section 1.1 of the Existing Credit Agreement is hereby amended as follows:

(i) The last sentence of the definition of “ Applicable Margin ” is hereby deleted in its entirety and replacedwith:

“Notwithstanding the foregoing, the “ Applicable Margin ” for Term B Loans from and after the FifthAmendment Effective Date shall be as set forth below:

Base Rate Loans Eurodollar Rate Loans” 0.75% 1.75%

(ii) The definition of “ Term B Loan Commitment ” is amended by deleting the final sentence thereof andreplacing it with the following sentence: “The aggregate amount of the Term B Loan Commitments as of theFifth Amendment Effective Date is $2,160,675,000.”

(iii) The following definition is added in the appropriate alphabetical order to Section 1.1:

“‘ Fifth Amendment Effective Date ’ means March 27, 2018.”

(iv) The definition of “ Term B Facility Maturity

Date ” is hereby deleted in its entirety and replaced with:

“‘ Term B Facility Maturity Date ’ means March 27, 2025.”

(c) Section 2.12 (a) of the Existing Credit Agreement is hereby amended to read as follows:

“(a) Term B Loans shall be amortized by 0.25% per Fiscal Quarter commencing with the Fiscal Quarter endedJune 30, 2018 through the Term B Facility Maturity Date (with each amortization payment due on a QuarterlyDate), with the remaining balance due on the Term B Facility Maturity Date.

In the event any Other Term Loans are made, such Other Term Loans shall be repaid on each installment dateas set forth in the applicable Incremental Assumption Agreement.”

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(d) Section 2.13 of the Existing Credit Agreement is hereby amended by adding the following after Section 2.13(c):

“(d) In the event that, on or prior to the sixth month anniversary of the Fifth Amendment Effective Date, theBorrower shall (x) make a prepayment of the Term B Loans (that are in effect on the Fifth AmendmentEffective Date) pursuant to Section 2.13(a) with the proceeds of any new or replacement tranche of term loansthat have an All-In Yield that is less than the All-In Yield of such Term B Loans or (y) effect any amendmentto this Agreement which reduces the All-In Yield of the Term B Loans (or any mandatory assignment underSection 2.23 by a Non-Consenting Lender shall have been made in connection therewith), the Borrower shallpay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders, (A) in thecase of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans soprepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of theapplicable Term B Loans for which the All-In Yield has been reduced pursuant to such amendment. Suchamounts shall be due and payable on the date of such prepayment or the effective date of such amendment, asthe case may be.”

SECTION 2. Refinancing Term Loans . Subject to the terms and conditions set forth herein, each Continuing TermLender agrees (i) to continue all of its Existing Term Loan as a Refinancing Term Loan on the date requested by the Borrower to bethe Fifth Amendment Effective Date in a principal amount equal to such Continuing Term Lender’s Refinancing Term LoanCommitment (as defined below) and (ii) agrees to this Amendment and the terms of the Amended Credit Agreement.

(a) The “ Refinancing Term Loan Commitment ” of any Continuing Term Lender will be the amount of its ExistingTerm Loans as set forth in the Register as of the Effective Date, which shall be continued as an equal principal amount ofRefinancing Term Loans. The continuation undertakings of the Continuing Term Lenders are several, and no such Lenderwill be responsible for any other such Lender’s failure to make or acquire by continuation its Refinancing Term Loan.

(b) The provisions of the Existing Credit Agreement with respect to indemnification, reimbursement of costs andexpenses and increased costs shall continue in full force and effect with respect to, and for the benefit of, each Existing TermLender in respect of such Lender’s Existing Term Loans. Notwithstanding the foregoing, and notwithstanding Section 2.9(a)of the Amended Credit Agreement, each Continuing Term Lender hereby waives any break funding payments in respect ofsuch Lender’s Existing Term Loans, whether pursuant to Section 2.19 of the Amended Credit Agreement or otherwise.

(c) The continuation of Continued Term Loans may be implemented pursuant to other procedures specified by theAdministrative Agent, including by repayment of

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Continued Term Loans of a Continuing Term Lender followed by a subsequent assignment to it of Refinancing Term Loansin the same amount.

(d) Each Lender with Existing Term Loans that are not continued as Continued Term Loans as contemplatedhereby shall be repaid, at par, on the Fifth Amendment Effective Date with the proceeds from additional Refinancing TermLoans to be provided by one or more Lenders. For purposes of the repayment on the Fifth Amendment Effective Date of anyExisting Term Loans that are not continued as Continued Term Loans, to the extent that Existing Term Lenders constitutingRequired Lenders consent to this Amendment, the Administrative Agent and the Continuing Term Lenders hereby waive thenotice requirements set forth in Section 2.9(a) of the Credit Agreement of at least three Business Days, in the case ofEurodollar Loans, and at least one Business Day, in the case of Base Rate Loans.

SECTION 3. Fees .The Borrower agrees to pay a fee to each Amendment Arranger, on the Fifth Amendment EffectiveDate, in accordance with the Engagement Letter, dated as of March 13, 2018, among the Borrower and the Amendment Arrangers(the “ Engagement Letter ”).

SECTION 4. Representations and Warranties .To induce the other parties hereto to enter into this Amendment, theBorrower represents and warrants to each of the other parties hereto, that: (a) the representations and warranties set forth in Section 4of the Amended Credit Agreement and the other Credit Documents are true, correct and complete in all material respects on and as ofthe date hereof (or, with respect to any representations or warranties that are themselves modified or qualified by materiality or a“Material Adverse Effect” standard, such representations or warranties are true, correct and complete in all respects on and as of thedate hereof), except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true,correct and complete in all material respects as of such earlier date (or, with respect to any representations or warranties that arethemselves modified or qualified by materiality or a “Material Adverse Effect” standard, such representations or warranties weretrue, correct and complete in all respects as of such earlier date) and (b) after giving effect to this Amendment, no Potential Event ofDefault or Event of Default has occurred and is continuing.

SECTION 5. Effectiveness .This Amendment and the Amended Credit Agreement shall become effective as of the firstdate (the “ Fifth Amendment Effective Date ”) that each of the following conditions have been satisfied:

(a) The Administrative Agent (or its counsel) shall have received counterparts of this Amendment that, when takentogether, bear the signatures of (i) the Borrower, (ii) the Guarantors, (iii) the Administrative Agent, (iv) the Collateral Agentand (v) the Requisite Lenders. The Administrative Agent shall have received Continuing Term Lender Addenda fromContinuing Term Lenders providing for Continued Term Loans in an amount that, when added to the balance of additionalRefinancing Term Loans being made on such date, equals the Term B Loan Commitment.

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(b) The Borrower shall have paid to the Amendment Arrangers and the Agents all fees and other amounts due andpayable to them on or prior to the Fifth Amendment Effective Date including, to the extent invoiced, reimbursement orpayment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower in connection with thisAmendment.

SECTION 6. Reaffirmation .Each of the Borrower and the Guarantors, by its signature below, hereby (a) confirms itsrespective guarantees, pledges and grants of security interests, as applicable, under each of the Credit Documents to which it is aparty, and agrees that, notwithstanding the effectiveness of this Amendment or the Amended Credit Agreement, such guarantees,pledges and grants of security interests shall continue to be in full force and effect and shall continue to accrue to the benefit of theLenders and the Secured Parties and (b) confirms that all of the representations and warranties made by it contained in the AmendedCredit Agreement and each of the other Credit Documents are true, correct and complete in all material respects on and as of theFifth Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in whichcase they were true, correct and complete in all material respects as of such earlier date.

SECTION 7. Effect of Amendment . All references in the other Credit Documents to the Existing Credit Agreementshall be deemed to refer without further amendment to the Amended Credit Agreement.

(a) Except as expressly provided herein, neither this Amendment nor the effectiveness of the Amended CreditAgreement shall extinguish the Obligations for the payment of money outstanding under the Existing Credit Agreement ordischarge or release the Lien or priority of any Credit Document or any other security therefor or any guarantee thereof, andthe liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of theObligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing herein containedshall be construed as a substitution or novation, or a payment and re-borrowing, or a termination, of the Obligationsoutstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in fullforce and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or impliedin this Amendment, the Amended Credit Agreement or any other document contemplated hereby or thereby shall beconstrued as a release or other discharge of the Borrower under the Existing Credit Agreement or the Borrower or any otherCredit Party under any Credit Document from any of its obligations and liabilities thereunder, and such obligations are in allrespects continuing with only the terms being modified as provided in this Amendment and in the Amended CreditAgreement. The Existing Credit Agreement and each of the other Credit Documents shall remain in full force and effect, untiland except as modified hereby. This Amendment shall constitute a Credit Document and a Refinancing Amendment pursuantto Section 2.24(l) of the Existing Credit Agreement for all purposes of the Existing Credit Agreement and the AmendedCredit Agreement.

SECTION 8. Notices . All notices hereunder shall be given in accordance with the provisions of Section 10.1 of theAmended Credit Agreement.

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SECTION 9. Applicable Law . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THEPARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWSPRINCIPLES THEREOF.

SECTION 10. Jurisdiction . ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTYARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THEOBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION INTHE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AMENDMENT,EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY(A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OFSUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OFALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED ORCERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESSPROVIDED IN ACCORDANCE WITH SECTION 10.1 OF THE AMENDED CREDIT AGREEMENT; (D) AGREESTHAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTIONOVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, ANDOTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THATAGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BYLAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHERJURISDICTION.

SECTION 11. Costs and Expenses . The Borrower agrees to reimburse the Administrative Agent and the AmendmentArrangers to the extent set forth in (i) the Credit Agreement and (ii) the Engagement Letter for their reasonable and documented out-of-pocket expenses incurred in connection with this Amendment, including the reasonable and documented fees, charges anddisbursements of counsel to the Administrative Agent and the Amendment Arrangers (in the case of the Amendment Arrangers, asprovided for in the Engagement Letter).

SECTION 12. Counterparts . This Amendment may be executed in counterparts and by different parties hereto ondifferent counterparts, each of which shall constitute an original but all of which when taken together shall constitute a singlecontract, and shall become effective as provided in Section 7 hereof. Delivery of an executed signature page to this Amendment byfacsimile or other electronic method of transmission shall be effective as delivery of a manually signed counterpart of thisAmendment.

SECTION 13. Headings . Section headings used herein are for convenience of reference only, are not part of thisAmendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF ,the parties hereto have caused this Amendment to be duly executed as of the date first abovewritten.

LAS VEGAS SANDS, LLC

By: /s/ Patrick Dumont

Name: Patrick Dumont Title: Chief Financial Officer

[Signature Page to Fifth Amendment]

VENETIAN CASINO RESORT, LLC,as a Guarantor

By: /s/ Patrick Dumont Name: Patrick Dumont

Title: Chief Financial Officer

SANDS EXPO & CONVENTION CENTER, INC.,as a Guarantor



VENETIAN MARKETING, INC.,as a Guarantor



SANDS PENNSYLVANIA, INC.,as a Guarantor




THE BANK OF NOVA SCOTIA,as Administrative Agent and Collateral Agent

By: /s/ Bradley Walker

Name: Bradley Walker

Title: Director


EXHIBIT ACONTINUING TERM

LENDER ADDENDUM(Cashless Roll)

This Lender Addendum (this “ Lender Addendum ”) is referred to in, and is a signature page to, the FifthAmendment (the “ Amendment ”) to that certain Second Amended and Restated Credit and Guaranty Agreement, dated as ofDecember 19, 2013 (as amended by the First Amendment thereto dated as of May 2, 2016, the Second Amendment thereto dated asof August 12, 2016, the Third Amendment thereto dated as of December 27, 2016, and the Fourth Amendment dated as of March 29,2017 the “ Credit Agreement ”), among LAS VEGAS SANDS, LLC , as borrower (the “ Borrower ”), certain subsidiaries of theBorrower, the several banks and other financial institutions party thereto (the “ Lenders ”), THE BANK OF NOVA SCOTIA , asadministrative agent for the Lenders, and the other agents party thereto. Capitalized terms used but not defined in this LenderAddendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as a Continuing Term Lender, the undersigned institution agrees (i) to the termsof the Amendment and the Amended Credit Agreement, (ii) on the terms and subject to the conditions set forth in the Amendmentand the Amended Credit Agreement, to continue its Existing Term Loan as a Refinancing Term Loan pursuant to a cashless roll onthe Amendment Effective Date in the amount of its Existing Term Loan and (iii) that, on the Amendment Effective Date, it is subjectto, and bound by, the terms and conditions of the Amended Credit Agreement and the other Loan Documents as a Lender thereunderand its Refinancing Term Loan will be a “Term B Loan” under the Amended Credit Agreement.

Name of Institution:

Principal Amount of Term BLoan:

Executing as a Continuing Term Lender :

By: Name: Title:

For any institution requiring a second signature line:

By: Name: Title:

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EXHIBIT 10.3Las Vegas Sands Corp.

2004 EQUITY AWARD PLAN

DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT

THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “ Agreement ”), dated as of _________, _____ (the “Date of Grant ”), is made by and between Las Vegas Sands Corp., a Nevada corporation (the “ Company ”), and ____________ (the“ Participant ”).

R E C I T A L S :

WHEREAS, the Company has adopted the Las Vegas Sands Corp. 2004 Equity Award Plan (the “ Plan ”), pursuant towhich each Non-Employee Director is granted an option to purchase shares of the Company’s Common Stock.

NOW, THEREFORE, for and in consideration of the premises and the covenants of the parties contained in thisAgreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, forthemselves, their successors and assigns, hereby agree as follows:

1. Grant of Option .The Company hereby grants on the Date of Grant to the Participant an option (the “ Option ”) to purchase ___ shares

of Common Stock (such shares of Common Stock, the “ Option Shares ”), on the terms and conditions set forth in this Agreementand as otherwise provided in the Plan. The Option is not intended to qualify as an incentive stock option within the meaning ofSection 422 of the Code.

2. Incorporation by Reference, Etc.

The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein,this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined inthis Agreement shall have the definitions set forth in the Plan. The Board shall have final authority to interpret and construe the Planand this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon theParticipant and his legal representative in respect of any questions arising under the Plan or this Agreement.

3. Terms and Conditions .

(a) Option Price . The price at which the Participant shall be entitled to purchase the Option Shares upon theexercise of all or any portion of the Option shall be $__________ per Option Share.

118NQD

(b) Expiration Date . Subject to Section 3(d) hereof, the Option shall expire at the end of the periodcommencing on the Date of Grant and ending at 11:59 p.m. Eastern Standard Time on the day preceding the tenth anniversary of theDate of Grant (the “ Option Period ”).

(c) Exercisability of the Option .

(i) Subject to the Participant’s continued service as a Non-Employee Director of the Company or asan Eligible Person and except as may otherwise be provided herein, the Option shall become vested and exercisable as to twentypercent (20%) on the first through fifth anniversaries of the Date of Grant.

(ii) The Option may be exercised only by written notice delivered in person or by mail in accordancewith Section 4(a) hereof and accompanied by payment therefor. The purchase price of the Option Shares shall be paid by theParticipant to the Company (i) in cash and/or shares of Common Stock valued at the Fair Market Value at the time the Option isexercised (including by means of attestation of ownership of a sufficient number of shares of Stock in lieu of actual delivery of suchshares to the Company); provided , that, if deemed necessary by the Company’s independent accounting firm in order to avoid anaccounting charge to earnings for compensation on account of the exercise of the Option, such shares of Stock shall be MatureShares, or (ii) in the discretion of the Participant, by having the Company withhold from the number of Option Shares otherwiseissuable pursuant to the exercise of the Option a number of Option Shares (and, if necessary, a fractional Option Share) with a FairMarket Value equal to the aggregate purchase price of the Option Shares, provided that any fractional Option Share resultingtherefrom that would otherwise be delivered to the Participant shall be immediately settled in cash. Notwithstanding the foregoing, inno event shall a Participant be permitted to exercise an Option in the manner described in clause (ii) of the preceding sentence if theBoard determines that exercising an Option in such manner would violate the Sarbanes-Oxley Act of 2002, as amended, or any otherapplicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules andregulations of any securities exchange or inter dealer quotation system on which the securities of the Company or any Affiliates arelisted or traded.

(d) Effect of Cessation of Service Relationship on the Option . If the Participant’s service as a Non-Employee Director of the Company ceases due to the death of the Participant, the Option shall become vested and exercisable on thedate of such cessation as to 100% of the Option Shares. If the Participant’s service as a Non-Employee Director of the Companyends for any other reason, the unvested portion of the Option shall terminate on the date of such cessation. The Option, to the extentvested, shall remain exercisable by the Participant through the earlier of (A) the expiration of the Option Period, (B) one yearfollowing the date of cessation of service on account of the Participant’s death, or (C) three months after the date of cessation ofservice for any other reason.

218NQD

(e) Compliance with Legal Requirements . The granting and exercising of the Option, and any otherobligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations andto such approvals by any regulatory or governmental agency as may be required. The Board, in its sole discretion, may postpone theissuance or delivery of Option Shares as the Board may consider appropriate and may require the Participant to make suchrepresentations and furnish such information as it may consider appropriate in connection with the issuance or delivery of OptionShares in compliance with applicable laws, rules and regulations.

(f) Transferability . The Option shall not be transferable by the Participant other than by will or the laws ofdescent and distribution.

(g) Rights as Stockholder . The Participant shall not be deemed for any purpose to be the owner of anyshares of Common Stock subject to this Option unless, until and to the extent that (i) this Option shall have been exercised pursuantto its terms, (ii) the Company shall have issued and delivered to the Participant the Option Shares, and (iii) the Participant’s nameshall have been entered as a stockholder of record with respect to such Option Shares on the books of the Company.

(h) Tax Withholding . Prior to the delivery of the Option Shares, the Participant must pay in the form of acertified check to the Company any such additional amount as the Company determines that it is required (without regard to Section83(c)(3) of the Code) to withhold under applicable federal, state or local tax laws in respect of the exercise or the transfer of OptionShares. Notwithstanding the foregoing, the Participant shall be permitted, at the Participant’s election, to satisfy such withholdingobligation by having the Company withhold from the number of Option Shares otherwise issuable pursuant to the exercise of theOption a number of Option Shares (and, if necessary, a fractional Option Share) with a Fair Market Value equal to such withholdingobligation, provided that any fractional Option Share resulting therefrom that would otherwise be delivered to the Participant shall beimmediately settled in cash.

4. Miscellaneous .

(a) Notices . All notices, demands and other communications provided for or permitted hereunder shall bemade in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personaldelivery:

if to the Company:

Las Vegas Sands Corp. 3355 Las Vegas Boulevard South Las Vegas, Nevada 89109 Attn: Office of the General Counsel

318NQD

if to the Participant, at the Participant’s last known address on file with the Company.

All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, ifpersonally delivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after beingdeposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.

(b) Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect thevalidity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable andenforceable to the extent permitted by law.

(c) No Rights to Employment or Service Relationship . Nothing contained in this Agreement shall beconstrued as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company orits Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expresslyreserved, to remove, terminate or discharge the Participant at any time for any reason whatsoever.

(d) Bound by Plan . By signing this Agreement, the Participant acknowledges that he has received a copy ofthe Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.

(e) Beneficiary . The Participant may file with the Board a written designation of a beneficiary on such formas may be prescribed by the Board and may, from time to time, amend or revoke such designation. If no designated beneficiarysurvives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.

(f) Successors . The terms of this Agreement shall be binding upon and inure to the benefit of the Companyand its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of theParticipant.

(g) Entire Agreement . This Agreement and the Plan contain the entire agreement and understanding of theparties hereto with respect to the subject matter contained herein and supersede all prior communications, representations,negotiations and agreements in respect thereto. No change, modification or waiver of any provision of this Agreement shall be validunless the same be in writing and signed by the parties hereto.

(h) Governing Law . This Agreement shall be construed and interpreted in accordance with the laws of theState of Nevada without regard to principles of conflicts of law thereof, or principals of conflicts of laws of any other

418NQD

jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Nevada.

(i) Headings . The headings of the Sections hereof are provided for convenience only and are not to serve asa basis for interpretation or construction, and shall not constitute a part, of this Agreement.

(j) Signature in Counterparts . This Agreement may be signed in counterparts, each of which shall be anoriginal, with the same effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day first written above.

Las Vegas Sands Corp.

By: Name: Title:

[Name of Participant]

518NQD



NONQUALIFIED STOCK OPTION AGREEMENT

THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “ Agreement ”), dated as of [_________] (the “ Date ofGrant ”), is made by and between Las Vegas Sands Corp., a Nevada corporation (the “ Company ”), and[_______________________] (the “ Participant ”).

R E C I T A L S :

WHEREAS, the Company has adopted the Las Vegas Sands Corp. 2004 Equity Award Plan (the “ Plan ”), pursuant to whichoptions may be granted to purchase shares of the Company’s Common Stock; and

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “ Committee ”) has determinedthat it is in the best interests of the Company and its stockholders to grant to the Participant a nonqualified stock option to purchasethe number of shares of the Company’s Common Stock provided for herein.

NOW, THEREFORE, for and in consideration of the premises and the covenants of the parties contained in this Agreement,and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, theirsuccessors and assigns, hereby agree as follows:

1. Grant of Option .The Company hereby grants on the Date of Grant to the Participant an option (the “ Option ”) to purchase [_______]

shares of Common Stock (such shares of Common Stock, the “ Option Shares ”), on the terms and conditions set forth in thisAgreement and as otherwise provided in the Plan. The Option is not intended to qualify as an incentive stock option within themeaning of Section 422 of the Code.

2. Incorporation by Reference, Etc.

The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein,this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined inthis Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe thePlan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive uponthe Participant and his legal representative in respect of any questions arising under the Plan or this Agreement.

118NQ1


(a) Option Price . The price at which the Participant shall be entitled to purchase the Option Shares uponthe exercise of all or any portion of the Option shall be $[_____] per Option Share.

(b) Expiration Date . Subject to Section 3(d) hereof, the Option shall expire at the end of the periodcommencing on the Date of Grant and ending at 11:59 p.m. Eastern Standard Time on the day preceding the tenth anniversary ofthe Date of Grant (the “ Option Period ”).

(c) Exercisability of the Option .

(i) Subject to the Participant’s continued employment or service with the Company or an Affiliateand except as may otherwise be provided herein, the Option shall become vested and exercisable as follows: [________________].

(ii) The Option may be exercised only by written notice delivered in person or by mail in accordancewith Section 4(a) hereof and accompanied by payment therefor. The purchase price of the Option Shares shall be paid by theParticipant to the Company (i) in cash and/or shares of Common Stock valued at the Fair Market Value at the time the Option isexercised (including by means of attestation of ownership of a sufficient number of shares of Stock in lieu of actual delivery of suchshares to the Company); provided , that, if deemed necessary by the Company’s independent accounting firm in order to avoid anaccounting charge to earnings for compensation on account of the exercise of the Option, such shares of Stock shall be MatureShares, or (ii) in the discretion of the Participant, by having the Company withhold from the number of Option Shares otherwiseissuable pursuant to the exercise of the Option a number of Option Shares (and, if necessary, a fractional Option Share) with a FairMarket Value equal to the aggregate purchase price of the Option Shares, provided that any fractional Option Share resultingtherefrom that would otherwise be delivered to the Participant shall be immediately settled in cash. Notwithstanding the foregoing, inno event shall a Participant be permitted to exercise an Option in the manner described in clause (ii) of the preceding sentence if theCommittee determines that exercising an Option in such manner would violate the Sarbanes-Oxley Act of 2002, as amended, or anyother applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules andregulations of any securities exchange or inter dealer quotation system on which the securities of the Company or any Affiliates arelisted or traded.

(d) Effect of Termination of Employment or Services . Except as otherwise specifically provided in aneffective employment, services, change in control or other written agreement (including any offer letter, term sheet or similarwritten agreement) between the Participant and the Company (or any Affiliate of the Company), the following provisions shallapply:

(i) Death/Disability . If the Participant’s employment or service with the Company and its Affiliatesterminates on account of the Participant’s death or by the Company or any Affiliate due to Disability, the unvested portion of theOption shall

218NQ1

expire on the date of termination and the vested portion of the Option shall remain exercisable by the Participant through the earlierof (A) the expiration of the Option Period or (B) one year following the date of termination on account of death or Disability.

(ii) Termination Other than due to Death/Disability or for Cause . If the Participant’s employment orservice with the Company and its Affiliates is terminated for any reason other than on account of the Participant’s death or by theCompany or any Affiliate due to Disability or for Cause, the unvested portion of the Option shall expire on the date of terminationand the vested portion of the Option shall remain exercisable by the Participant through the earlier of (A) the expiration of the OptionPeriod or (B) ninety (90) days following such termination.

(iii) Termination for Cause . If the Participant’s employment or service with the Company and itsAffiliates is terminated by the Company or any Affiliate for Cause, both the unvested and the vested portions of the Option shallterminate on the date of such termination.

(iv) Status as Employee or Consultant . For the sake of clarity, if (A) the Participant’s relationshipwith the Company or any Affiliate changes from employee to consultant or independent contractor, or from consultant orindependent contractor to employee, or (B) the Participant transfers from employment or service with the Company, to employmentor service with any Affiliate of the Company, or vice-versa, or from employment or service with any Affiliate of the Company toemployment or service with any other Affiliate of the Company, or vice-versa, the Participant shall not be deemed to have terminatedemployment or service for purposes of this Agreement.

(e) Compliance with Legal Requirements . The granting and exercising of the Option, and any otherobligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations andto such approvals by any regulatory or governmental agency as may be required. The Committee, in its sole discretion, maypostpone the issuance or delivery of Option Shares as the Committee may consider appropriate and may require the Participant tomake such representations and furnish such information as it may consider appropriate in connection with the issuance or deliveryof Option Shares in compliance with applicable laws, rules and regulations.

(f) Transferability . The Option shall not be transferable by the Participant other than by will or the lawsof descent and distribution.

(g) Rights as Stockholder . The Participant shall not be deemed for any purpose to be the owner of anyshares of Common Stock subject to this Option unless, until and to the extent that (i) this Option shall have been exercised pursuantto its terms, (ii) the Company shall have issued and delivered to the Participant the Option Shares, and (iii) the Participant’s nameshall have been entered as a stockholder of record with respect to such Option Shares on the books of the Company.

(h) Tax Withholding . Prior to the delivery of the Option Shares, the Participant must pay in the form of acertified check to the Company any such additional

318NQ1

amount as the Company determines that it is required (without regard to Section 83(c)(3) of the Code) to withhold under applicablefederal, state or local tax laws in respect of the exercise or the transfer of Option Shares. Notwithstanding the foregoing, theParticipant shall be permitted, at the Participant’s election, to satisfy such withholding obligation by having the Company withholdfrom the number of Option Shares otherwise issuable pursuant to the exercise of the Option a number of Option Shares (and, ifnecessary a fractional Option Share) with a Fair Market Value equal to such withholding obligation, provided that any fractionalOption Share resulting therefrom that would otherwise be delivered to the Participant shall be immediately settled in cash.

(i) Las Vegas Sands Corp. Forfeiture of Improperly Received Compensation Policy . The Board ofDirectors has adopted a forfeiture of improperly received compensation policy (the “Policy”) which applies to all employees of theCompany and its affiliates eligible to receive a bonus, incentive, or equity award based in whole or in part on financial performancemeasures. The Policy applies whenever (1) there is a restatement (as such term is defined in the Policy) and it results in a revisionto one or more performance measures used to determine an annual bonus or other incentive or equity-based compensation paid orawarded to an employee in respect of the period(s) to which the restatement relates (the “relevant period”), and (2) the relevantperiod commenced not more than three years prior to the time at which the need for the restatement is identified, and (3) suchrevision results in a reduction in the amount or value of such bonus or other incentive or equity-based compensation, and (4) suchrestatement is, in whole or in part, caused by the employee’s Misconduct (as such term is defined in the Policy). The Committeemay in its discretion require repayment and forfeiture of all or a portion of any bonus or incentive or equity-based compensationawarded to or received or earned by such employee in respect of the relevant period, generally to the extent such bonus or incentiveor equity-based compensation exceeds the amount that would have been awarded, received or earned based on the revisedperformance measures. To the extent any annual bonus or other incentive or equity-based compensation paid or awarded toParticipant is subject to the Policy, Participant acknowledges that the Committee may seek recovery of any such overpaymentreceived under this Agreement per the terms of the Policy. Participants may obtain a copy of the Policy by contacting theCompany’s Human Resources department.

4. Miscellaneous .

(a) Notices . All notices, demands and other communications provided for or permitted hereunder shall bemade in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service orpersonal delivery:

if to the Company:


418NQ1


All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personallydelivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in themail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.

(b) Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect thevalidity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severableand enforceable to the extent permitted by law.

(c) No Rights to Employment . Nothing contained in this Agreement shall be construed as giving theParticipant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shallinterfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove,terminate or discharge the Participant at any time for any reason whatsoever.

(d) Bound by Plan . By signing this Agreement, the Participant acknowledges that he has received a copyof the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.

(e) Beneficiary . The Participant may file with the Committee a written designation of a beneficiary onsuch form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designatedbeneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’sbeneficiary.

(f) Successors . The terms of this Agreement shall be binding upon and inure to the benefit of theCompany and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs andsuccessors of the Participant.

(g) Entire Agreement; Effect of Employment Agreement, etc.; Amendment. This Agreement and the Plancontain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein andsupersede all prior communications, representations, negotiations and agreements in respect thereto; provided, however, that if aprovision of an effective employment, services, change in control or other written agreement (including any offer letter, term sheetor similar written agreement) between the Participant and the Company (or any Affiliate of the Company) is in conflict with aprovision of this Agreement, the provision that is more favorable to the Participant shall control. No change, modification orwaiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

(h) GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TO AGREEMENTS MADE AND TO BEWHOLLY

518NQ1

PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THECONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OFANY LAW OTHER THAN THAT OF THE STATE OF NEVADA. ANY ACTION TO ENFORCE THIS AGREEMENT MUSTBE BROUGHT IN A COURT SITUATED IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF,COURTS SITUATED IN CLARK COUNTY, NEVADA. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THATANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.

(i) JURY TRIAL WAIVER . THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHTTO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT ISLITIGATED OR HEARD IN ANY COURT.

(j) Headings . The headings of the Sections hereof are provided for convenience only and are not to serveas a basis for interpretation of construction, and shall not constitute a part, of this Agreement.

(k) Signature in Counterparts . This Agreement may be signed in counterparts, each of which shall be anoriginal, with the same effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day first written above.


By: _________________________________Name: Title:

____________________________________ [Name of participant]

618NQ1



DIRECTOR RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (the “ Agreement ”), is made, effective as of the ___ day of______, 20__, (hereinafter the “ Award Date ”), between Las Vegas Sands Corp., a Nevada corporation (the “ Company ”), and__________ (the “ Participant ”).

R E C I T A L S :

WHEREAS, the Company has adopted the Las Vegas Sands Corp. 2004 Equity Award Plan (the “ Plan ”), pursuant towhich awards of restricted shares of the Company’s Common Stock may be granted; and

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “ Committee ”) hasdetermined that it is in the best interests of the Company and its stockholders to grant the restricted stock award provided for herein(the “ Restricted Stock Award ”) to the Participant in recognition of the Participant’s services to the Company, such grant to besubject to the terms set forth herein.


1. Grant of Restricted Stock Award . The Company hereby grants on the Date of Grant to the Participant aRestricted Stock Award consisting of __________ shares of Common Stock (hereinafter called the “ Restricted Shares ”), on theterm and conditions set forth in this Agreement and as otherwise provided in the Plan. The Restricted Shares shall vest in accordancewith Section 3(a) hereof.

2. Incorporation by Reference, Etc . The provisions of the Plan are hereby incorporated herein by reference. Exceptas otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and anycapitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall havefinal authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and itsdecision shall be binding and conclusive upon the Participant and his legal representative in respect of any questions arising underthe Plan or this Agreement.


(a) Vesting . Except as otherwise provided in the Plan and this Agreement and contingent upon theParticipant’s continued services to the Company, one hundred percent (100%) of the Restricted Shares shall vest (and therestrictions on such

118RSD

Shares shall lapse) on the earlier to occur of (x) the one year anniversary of the Date of Grant and (y) the date of theCompany’s annual meeting of stockholders occurring in the calendar year following the calendar year in which the Date ofGrant occurs (the “ Vesting Date ”). Restricted Shares may not be sold until they “vest”.

(b) Taxes . The Participant shall pay to the Company promptly upon request, and in any event at the timethe Participant recognizes taxable income in respect of the Restricted Stock Award, an amount equal to the taxes, if any, theCompany determines it is required to withhold under applicable tax laws with respect to the Restricted Shares. Such paymentmay be made in the form of cash. The Participant also may satisfy, in whole or in part, the foregoing withholding liability (butno more than the minimum required withholding liability) by (i) the delivery of Mature Shares owned by the Participant havinga Fair Market Value equal to such withholding liability or (ii) the delivery of newly vested Restricted Shares owned by theParticipant having a Fair Market Value equal to such withholding liability, provided that any fractional shares of CommonStock resulting from clauses (i) and (ii) shall be immediately settled in cash.

(c) Certificates . As a condition to the receipt of this Restricted Stock Award, the Participant shall deliverto the Company an escrow agreement and stock powers, duly endorsed in blank, relating to the Restricted Shares. Certificatesevidencing the Restricted Shares shall be issued by the Company and shall be registered in the Participant’s name on the stocktransfer books of the Company promptly after the date hereof, and shall be deposited, together with the stock powers, with anescrow agent designated by the Committee (who may be the Company’s transfer agent), and shall remain in the physicalcustody of such escrow agent at all times prior to, in the case of any particular Restricted Shares, the Vesting Date.


(i) Except as provided in subsection (ii) of this Section 3(d), unvested Restricted Shares shall beforfeited without consideration by the Participant upon the Participant’s termination of employment or services withthe Company for any reason prior to the Vesting Date.

(ii) Upon the termination of Participant’s employment or services due to death, any unvestedRestricted Shares shall vest on the date of such termination.

(iii) Status as Director, Employee or Consultant . For the sake of clarity, if (A) the Participant’srelationship with the Company or any Affiliate

18RSD 2

changes from director to employee, consultant or independent contractor, or (B) the Participant transfers fromemployment or service with the Company, to employment or service with any Affiliate of the Company, or vice-versa, the Participant shall not be deemed to have terminated employment or service for purposes of this Agreement.

(e) Rights as a Stockholder; Dividends . The Participant shall be the record owner of the Restricted Sharesunless and until such shares are forfeited pursuant to Section 3(d) hereof or sold or otherwise disposed of, and as record ownershall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights, if any, withrespect to the Restricted Shares; provided that any cash or in-kind dividends paid with respect to unvested Restricted Sharesshall be withheld by the Company and shall be paid to the Participant, without interest, only when, and if, such RestrictedShares shall become vested. As soon as practicable following the vesting of any Restricted Shares, certificates for such vestedRestricted Shares and any cash dividends or in-kind dividends credited to the Participant’s account with respect to suchRestricted Shares shall be delivered to the Participant or the Participant’s beneficiary along with the stock powers relatingthereto.

(f) Restrictive Legend . All certificates representing Restricted Shares shall have affixed thereto a legendin substantially the following form, in addition to any other legends that may be required under federal or state securities laws:

Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of theLas Vegas Sands Corp. 2004 Equity Award Plan and a Restricted Stock Award Agreement, dated as of_________, 20__, between Las Vegas Sands Corp. and ___________. Copies of such Plan and Agreement areon file at the offices of Las Vegas Sands Corp.

(g) Transferability . The Restricted Shares may not at any time prior to vesting be assigned, alienated,pledged, attached, sold or otherwise transferred or encumbered by the Participant and any such purported assignment,alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided,that (i) the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer orencumbrance and (ii) for so long as the Participant remains a member of the Board, the Participant may not sell, transfer orotherwise dispose of any vested Restricted Shares, except that the Participant may sell that number of vested RestrictedShares having an aggregate Fair Market Value not greater than the amount of federal, state and local taxes incurred by theParticipant as a result of the vesting of such Restricted Shares.

(h) Compliance with Legal Requirements . The granting and delivery of the Restricted Shares, and anyother obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules andregulations and to such approvals by any regulatory or governmental agency as may be required. The Committee, in its solediscretion, may postpone the issuance or delivery of the

18RSD 3

Restricted Shares as the Committee may consider appropriate and may require the Participant to make such representationsand furnish such information as it may consider appropriate in connection with the issuance or delivery of the RestrictedShares in compliance with applicable laws, rules and regulations.

4. Miscellaneous .

(a) Notices . All notices, demands and other communications provided for or permitted hereunder shall bemade in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service orpersonal delivery:

if to the Company:



All such notices, demands and other communications shall be deemed to have been duly given whendelivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five(5) business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanicallyacknowledged, if telecopied.

(b) Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect thevalidity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severableand enforceable to the extent permitted by law.


(d) Bound by Plan . By signing this Agreement, the Participant acknowledges that he has received a copyof the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.

(e) Beneficiary . The Participant may file with the Committee a written designation of a beneficiary onsuch form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated

18RSD 4

beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’sbeneficiary.

(f) Successors . The terms of this Agreement shall be binding upon and inure to the benefit of theCompany and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successorsof the Participant.

(g) Entire Agreement; Effect of Employment Agreement, etc.; Amendment . This Agreement and the Plancontain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersedeall prior communications, representations, negotiations and agreements in respect thereto; provided, however, that if a provision ofan effective employment, services, change in control or other written agreement (including any offer letter, term sheet or similarwritten agreement) between the Participant and the Company (or any Affiliate of the Company) is in conflict with a provision of thisAgreement, the provision that is more favorable to the Participant shall control. No change, modification or waiver of any provisionof this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

(h) GOVERNING LAW; CONSENT TO JURISDICTION . THIS AGREEMENT SHALL BEGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TOAGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITSCONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTIONWHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF NEVADA. ANYACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN A COURT SITUATED IN, AND THE PARTIESHEREBY CONSENT TO THE JURISDICTION OF, COURTS SITUATED IN CLARK COUNTY, NEVADA. EACH PARTYHEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THERESOLUTION OF ANY SUCH ACTION.

(i) JURY TRIAL WAIVER . THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHTTO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT ISLITIGATED OR HEARD IN ANY COURT.

(j) Headings . The headings of the Sections hereof are provided for convenience only and are not to serveas a basis for interpretation or construction, and shall not constitute a part, of this Agreement.


18RSD 5

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day first written above.


By: Name:Title:

[Name of participant]

18RSD 6



RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (the “ Agreement ”), is made, effective as of the ___ day of______, 20__, (hereinafter the “ Award Date ”), between Las Vegas Sands Corp., a Nevada corporation (the “ Company ”), and__________ (the “ Participant ”).

R E C I T A L S :

WHEREAS, the Company has adopted the Las Vegas Sands Corp. 2004 Equity Award Plan (the “ Plan ”), pursuant towhich awards of restricted shares of the Company’s Common Stock may be granted; and

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “ Committee ”) hasdetermined that it is in the best interests of the Company and its stockholders to grant the restricted stock award provided for herein(the “ Restricted Stock Award ”) to the Participant in recognition of the Participant’s services to the Company, such grant to besubject to the terms set forth herein.


1. Grant of Restricted Stock Award . The Company hereby grants on the Date of Grant to the Participant aRestricted Stock Award consisting of __________ shares of Common Stock (hereinafter called the “ Restricted Shares ”), on theterm and conditions set forth in this Agreement and as otherwise provided in the Plan. The Restricted Shares shall vest in accordancewith Section 3(a) hereof.



(a) Vesting . Except as otherwise provided in the Plan and this Agreement, the Restricted Stock Award shallvest with respect to ________ percent (___%) of the Restricted Shares subject thereto (and the restrictions on such Shares shall

118RS1

lapse), on each of the first through ____ anniversaries of the [Date of Grant], subject to the Participant’s continued employment onsuch date (each, a “ Vesting Date ”). Restricted Shares may not be sold until they “vest”.

(b) Taxes . The Participant shall pay to the Company promptly upon request, and in any event at the time theParticipant recognizes taxable income in respect of the Restricted Stock Award, an amount equal to the taxes, if any, the Companydetermines it is required to withhold under applicable tax laws with respect to the Restricted Shares. Such payment may be made inthe form of cash. The Participant also may satisfy, in whole or in part, the foregoing withholding liability (but no more than theminimum required withholding liability) by (i) the delivery of Mature Shares owned by the Participant having a Fair Market Valueequal to such withholding liability or (ii) the delivery of newly vested Restricted Shares owned by the Participant having a FairMarket Value equal to such withholding liability, provided that any fractional shares of Common Stock resulting from clauses (i)and (ii) shall be immediately settled in cash.

(c) Certificates . As a condition to the receipt of this Restricted Stock Award, the Participant shall deliver tothe Company an escrow agreement and stock powers, duly endorsed in blank, relating to the Restricted Shares. Certificatesevidencing the Restricted Shares shall be issued by the Company and shall be registered in the Participant’s name on the stocktransfer books of the Company promptly after the date hereof, and shall be deposited, together with the stock powers, with anescrow agent designated by the Committee (who may be the Company’s transfer agent), and shall remain in the physical custody ofsuch escrow agent at all times prior to, in the case of any particular Restricted Shares, the applicable Vesting Date.


(i) Except as provided in subsection (ii) of this Section 3(d), unvested Restricted Shares shall beforfeited without consideration by the Participant upon the Participant’s termination of employment or services withthe Company for any reason prior to the applicable Vesting Date.

(ii) Upon the termination of Participant’s employment or services due to death or Disability, the pro-rata portion of the Participant’s unvested Restricted Shares that would have vested through the date of termination(calculated on a straight line basis based on the number of days from the later to occur of the Date of Grant or themost recent Vesting Date as described in Section 3(a) through the date of termination) shall be immediately vestedand the remainder of the Participant’s unvested Restricted Shares shall be forfeited.

(iii) Status as Employee or Consultant . For the sake of clarity, if (A) the Participant’s relationshipwith the Company or any Affiliate changes from employee to consultant or independent contractor, or from consultantor

218RS1

independent contractor to employee, or (B) the Participant transfers from employment or service with the Company,to employment or service with any Affiliate of the Company, or vice-versa, or from employment or service with anyAffiliate of the Company to employment or service with any other Affiliate of the Company, the Participant shall notbe deemed to have terminated employment or service for purposes of this Agreement.

(e) Rights as a Stockholder; Dividends . The Participant shall be the record owner of the Restricted Sharesunless and until such shares are forfeited pursuant to Section 3(d) hereof or sold or otherwise disposed of, and as record owner shallbe entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights, if any, with respect tothe Restricted Shares; provided that any cash or in-kind dividends paid with respect to unvested Restricted Shares shall be withheldby the Company and shall be paid to the Participant, without interest, only when, and if, such Restricted Shares shall become vested.As soon as practicable following the vesting of any Restricted Shares, certificates for such vested Restricted Shares and any cashdividends or in-kind dividends credited to the Participant’s account with respect to such Restricted Shares shall be delivered to theParticipant or the Participant’s beneficiary along with the stock powers relating thereto.

(f) Restrictive Legend . All certificates representing Restricted Shares shall have affixed thereto a legend insubstantially the following form, in addition to any other legends that may be required under federal or state securities laws:

Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of the LasVegas Sands Corp. 2004 Equity Award Plan and a Restricted Stock Award Agreement, dated as of_________, 20__, between Las Vegas Sands Corp. and _______________. Copies of such Plan andAgreement are on file at the offices of Las Vegas Sands Corp.

(g) Transferability . The Restricted Shares may not at any time prior to vesting be assigned, alienated,pledged, attached, sold or otherwise transferred or encumbered by the Participant and any such purported assignment,alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided,that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer orencumbrance.

(h) Compliance with Legal Requirements . The granting and delivery of the Restricted Shares, and anyother obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules andregulations and to such approvals by any regulatory or governmental agency as may be required. The Committee, in its solediscretion, may postpone the issuance or delivery of the Restricted Shares as the Committee may consider appropriate andmay require the Participant to make such representations and furnish such information as it may consider appropriate inconnection with the issuance or delivery of the Restricted Shares in compliance with applicable laws, rules and regulations.

318RS1

(i) Las Vegas Sands Corp. Forfeiture of Improperly Received Compensation Policy . The Board ofDirectors has adopted a forfeiture of improperly received compensation policy (the “Policy”) which applies to all employeesof the Company and its affiliates eligible to receive a bonus, incentive, or equity award based in whole or in part on financialperformance measures. The Policy applies whenever (1) there is a restatement (as such term is defined in the Policy) and itresults in a revision to one or more performance measures used to determine an annual bonus or other incentive or equity-based compensation paid or awarded to an employee in respect of the period(s) to which the restatement relates (the “relevantperiod”), and (2) the relevant period commenced not more than three years prior to the time at which the need for therestatement is identified, and (3) such revision results in a reduction in the amount or value of such bonus or other incentiveor equity-based compensation, and (4) such restatement is, in whole or in part, caused by the employee’s Misconduct (as suchterm is defined in the Policy). The Committee may in its discretion require repayment and forfeiture of all or a portion of anybonus or incentive or equity-based compensation awarded to or received or earned by such employee in respect of therelevant period, generally to the extent such bonus or incentive or equity-based compensation exceeds the amount that wouldhave been awarded, received or earned based on the revised performance measures. To the extent any annual bonus or otherincentive or equity-based compensation paid or awarded to Participant is subject to the Policy, Participant acknowledges thatthe Committee may seek recovery of any such overpayment received under this Agreement per the terms of the Policy.Participants may obtain a copy of the Policy by contacting the Company’s Human Resources department.

4. Miscellaneous .


if to the Company:



All such notices, demands and other communications shall be deemed to have been duly given whendelivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five(5) business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanicallyacknowledged, if telecopied.

(b) Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect thevalidity or enforceability of any other provision of

418RS1

this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extentpermitted by law.


(d) Bound by Plan . By signing this Agreement, the Participant acknowledges that he has received a copy ofthe Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.

(e) Beneficiary . The Participant may file with the Committee a written designation of a beneficiary on suchform as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designatedbeneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’sbeneficiary.

(f) Successors . The terms of this Agreement shall be binding upon and inure to the benefit of the Companyand its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of theParticipant.

(g) Entire Agreement; Effect of Employment Agreement, etc.; Amendment . This Agreement and the Plancontain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersedeall prior communications, representations, negotiations and agreements in respect thereto; provided, however, that if a provision ofan effective employment, services, change in control or other written agreement (including any offer letter, term sheet or similarwritten agreement) between the Participant and the Company (or any Affiliate of the Company) is in conflict with a provision of thisAgreement, the provision that is more favorable to the Participant shall control. No change, modification or waiver of any provisionof this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

(h) GOVERNING LAW; CONSENT TO JURISDICTION . THIS AGREEMENT SHALL BE GOVERNEDBY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TOAGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITSCONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTIONWHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF NEVADA. ANYACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN A COURT SITUATED IN, AND THE PARTIESHEREBY CONSENT TO THE JURISDICTION OF, COURTS SITUATED IN CLARK COUNTY, NEVADA.

518RS1

EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUMFOR THE RESOLUTION OF ANY SUCH ACTION.

(i) JURY TRIAL WAIVER . THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TOA JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT ISLITIGATED OR HEARD IN ANY COURT.

(j) Headings . The headings of the Sections hereof are provided for convenience only and are not to serve as abasis for interpretation or construction, and shall not constitute a part, of this Agreement.




By: Name:Title:

[type in name of participant]

618RS1



DIRECTOR RESTRICTED STOCK UNITS AWARD AGREEMENT

THIS RESTRICTED STOCK UNITS AWARD AGREEMENT (the “ Agreement ”), is made, effective as of the ___day of ______, 20__, (hereinafter the “ Date of Grant ”), between Las Vegas Sands Corp., a Nevada corporation (the “ Company ”),and [INSERT NAME] (the “ Participant ”).

R E C I T A L S :

WHEREAS, the Company has adopted the Las Vegas Sands Corp. 2004 Equity Award Plan (as amended from time totime, the “ Plan ”), pursuant to which awards of Restricted Stock Units with respect to shares of the Company’s Common Stock maybe granted;

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “ Committee ”) hasdetermined that it is in the best interests of the Company and its stockholders to grant the award of Restricted Stock Units providedfor herein to the Participant in recognition of the Participant’s services to the Company, such grant to be subject to the terms set forthherein.


1. Grant of Restricted Stock Units Award . The Company hereby grants on the Date of Grant to the Participanta total of [INSERT NUMBER] Restricted Stock Units (the “Award”), on the terms and conditions set forth in this Agreement and asotherwise provided in the Plan. Such Restricted Stock Units shall be credited to a separate account maintained for the Participant onthe books of the Company (the “ Account ”). On any given date, the value of each Restricted Stock Unit comprising the Award shallequal the Fair Market Value of one share of Common Stock. The Award shall vest and be settled in accordance with Section 3hereof.


18RUD


(a) Vesting . Except as otherwise provided in the Plan and this Agreement and contingent upon the Participant’scontinued services to the Company, one hundred percent (100%) of the Award shall vest on the earlier to occur of (x) the oneyear anniversary of the Date of Grant and (y) the date of the Company’s annual meeting of stockholders occurring in thecalendar year following the calendar year in which the Date of Grant occurs (the “ Vesting Date ”).

(b) Settlement . On the Vesting Date, the Company shall settle the Award and shall therefore (i) issue and deliver tothe Participant one share of Common Stock for each Restricted Stock Unit subject to the Award (the “ RSU Shares ”) (and,upon such settlement, the Restricted Stock Units shall cease to be credited to the Account) and (ii) enter the Participant’sname as a stockholder of record with respect to the RSU Shares on the books of the Company. Alternatively, the Committeemay, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the Award solely in RSUShares. If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the FairMarket Value as of the Vesting Date of the RSU Shares settled in cash.

(c) Dividend Equivalents . If on any date that Restricted Stock Units remain credited to the Account, dividends arepaid by the Company on outstanding shares of its Common Stock (“ Shares ”) (each, a “ Dividend Payment Date ”), then theParticipant's Account shall, as of each such Dividend Payment Date, be credited with an amount (each such amount, a "Dividend Equivalent Amount ") equal to the product of (i) the number of Restricted Stock Units in the Account as of theDividend Payment Date and (ii) the per Share cash amount of such dividend (or, in the case of a dividend payable in Sharesor other property, the per Share equivalent cash value of such dividend as determined in good faith by the Committee). Oneach applicable Vesting Date, in connection with the settlement and delivery of RSU Shares as contemplated by Section 3(b),the Participant shall be entitled to receive a payment, without interest, of an amount in cash equal to the accumulatedDividend Equivalent Amounts in respect of the RSU Shares so delivered.

(d) Taxes. Upon the settlement of the Award in accordance with Section 3(b) hereof, the Participant shall recognizetaxable income in respect of the Award, and the Company shall report such taxable income to the appropriate taxingauthorities in respect of the Award as it determines to be necessary and appropriate. The Participant shall pay to the Companypromptly upon request, and in any event at the time the Participant recognizes taxable income in respect of the Award, anamount equal to the taxes, if any, the Company determines it is required to withhold under applicable tax laws with respect tothe Award. Such payment may be made in the form of cash. The Participant also may satisfy, in whole or in part, theforegoing withholding liability (but no more than the minimum required withholding liability) by (i) the delivery of MatureShares owned by the Participant having a Fair Market Value equal to such withholding liability or (ii) having the Companywithhold from the number of shares of Common Stock otherwise issuable pursuant to the settlement of the Award a numberof shares with a Fair Market

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Value equal to such withholding liability, provided that any fractional shares of Common Stock resulting from clauses (i) and(ii) shall be immediately settled in cash.

(e) Effect of Termination of Employment or Services . Except as otherwise specifically provided in an effectiveemployment, services, change in control or other written agreement (including any offer letter, term sheet or similar writtenagreement) between the Participant and the Company (or any Affiliate of the Company), the following provisions shall apply:

(i) Except as provided in subsection (ii) of this Section 3(e), unvested Restricted Stock Units shall beforfeited without consideration by the Participant upon the Participant’s termination of employment or services withthe Company for any reason prior to the Vesting Date.

(ii) Upon the termination of Participant’s employment or services due to death any unvestedRestricted Stock Units shall vest on the date of such termination. In such event, the date of death shall be deemed theVesting Date for purposes of Section 3(b).

(iii) Status as Director, Employee or Consultant . For the sake of clarity, if (A) the Participant’srelationship with the Company or any Affiliate changes from director to employee, consultant or independentcontractor, or (B) the Participant transfers from employment or service with the Company, to employment or servicewith any Affiliate of the Company, or vice-versa, the Participant shall not be deemed to have terminated employmentor service for purposes of this Agreement.

(f) Rights as a Stockholder . The Participant acknowledges and agrees that, with respect to the Restricted StockUnits credited to his Account, he has no voting rights with respect thereto unless and until such Restricted Stock Units aresettled in RSU Shares pursuant to Section 3(b) hereof. Upon and following the Vesting Date, the Participant shall be therecord owner of the RSU Shares settled upon such applicable date unless and until such RSU Shares are sold or otherwisedisposed of, and as record owner shall be entitled to all rights of a common stockholder of the Company, including, withoutlimitation, voting rights, if any, with respect to the RSU Shares. Prior to the Vesting Date, the Participant shall not be deemedfor any purpose to be the owner of shares of Common Stock underlying the Restricted Stock Units.

(g) Transferability . The Award may not at any time prior to vesting be assigned, alienated, pledged, attached, soldor otherwise transferred or encumbered by the Participant and any such purported assignment, alienation, pledge, attachment,sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that (i) the designation of abeneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance and (ii) for solong as the Participant remains a member of the Board, the Participant may not sell, transfer or otherwise dispose of anyvested RSU Shares, except that the Participant may sell that number of vested RSU Shares having an aggregate Fair MarketValue not greater than the amount of

3

18RUD

federal, state and local taxes incurred by the Participant as a result of the vesting of such RSU Shares.

(h) Compliance with Legal Requirements . The granting and delivery of the RSU Shares, and any other obligationsof the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations and tosuch approvals by any regulatory or governmental agency as may be required. The Committee, in its sole discretion, maypostpone the issuance or delivery of the RSU Shares as the Committee may consider appropriate and may require theParticipant to make such representations and furnish such information as it may consider appropriate in connection with theissuance or delivery of the RSU Shares in compliance with applicable laws, rules and regulations.

4. Miscellaneous .

(a) Notices . All notices, demands and other communications provided for or permitted hereunder shall be made inwriting and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personaldelivery:

if to the Company:



All such notices, demands and other communications shall be deemed to have been duly given when delivered byhand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) business daysafter being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.

(b) Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect the validityor enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable andenforceable to the extent permitted by law.

(c) General Assets . All amounts credited to the Account under this Agreement shall continue for all purposes to bepart of the general assets of the Company. The Participant’s interest in the Account shall make the Participant only a general,unsecured creditor of the Company.

(d) No Rights to Employment . Nothing contained in this Agreement shall be construed as giving the Participantany right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shallinterfere with or

4

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restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate ordischarge the Participant at any time for any reason whatsoever.

(e) Bound by Plan . By signing this Agreement, the Participant acknowledges that he has received a copy of thePlan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.

(f) Beneficiary . The Participant may file with the Committee a written designation of a beneficiary on such form asmay be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designatedbeneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be theParticipant’s beneficiary.

(g) Successors . The terms of this Agreement shall be binding upon and inure to the benefit of the Company and itssuccessors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of theParticipant.

(h) Entire Agreement; Effect of Employment Agreement, etc.; Amendment . This Agreement and the Plan containthe entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersedeall prior communications, representations, negotiations and agreements in respect thereto; provided, however, that if aprovision of an effective employment, services, change in control or other written agreement (including any offer letter, termsheet or similar written agreement) between the Participant and the Company (or any Affiliate of the Company) is in conflictwith a provision of this Agreement, the provision that is more favorable to the Participant shall control. No change,modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by theparties hereto.

(i) GOVERNING LAW; CONSENT TO JURISDICTION . THIS AGREEMENT SHALL BE GOVERNED BYAND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TOAGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITSCONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTIONWHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF NEVADA.ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN A COURT SITUATED IN, AND THEPARTIES HEREBY CONSENT TO THE JURISDICTION OF, COURTS SITUATED IN CLARK COUNTY, NEVADA.EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENTFORUM FOR THE RESOLUTION OF ANY SUCH ACTION.

(j) JURY TRIAL WAIVER . THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO AJURY TRIAL IN THE EVENT ANY

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ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANYCOURT.

(k) Headings . The heading of the Sections hereof are provided for convenience only and are not to serve as a basisfor interpretation or construction, and shall not constitute a part, of this Agreement.

(l) Signature in Counterparts . This Agreement may be signed in counterparts, each of which shall be an original,with the same effect as if the signatures thereto and hereto were upon the same instrument.



By: Name:Title:

[NAME of participant]

6

18RUD



DIRECTOR RESTRICTED STOCK UNITS AWARD AGREEMENT


R E C I T A L S :






1

18RUZ


(a) Vesting . Except as otherwise provided in the Plan and this Agreement and contingent upon the Participant’scontinued services to the Company, one hundred percent (100%) of the Award shall vest on the earlier to occur of (x) the oneyear anniversary of the Date of Grant and (y) the date of the Company’s annual meeting of stockholders occurring in the calendaryear following the calendar year in which the Date of Grant occurs (the “ Vesting Date ”).

(b) Settlement . On [insert the settlement date(s)/event elected by the directors] 1 , the Company shall settle theAward and shall therefore (i) issue and deliver to the Participant one share of Common Stock for each Restricted Stock Unitsubject to the Award (the “RSU Shares”) (and, upon such settlement, the Restricted Stock Units shall cease to be credited tothe Account) and (ii) enter the Participant’s name as a stockholder of record with respect to the RSU Shares on the books ofthe Company. Alternatively, the Committee may, in its sole discretion, elect to pay cash or part cash and part RSU Shares inlieu of settling the Award solely in RSU Shares. If a cash payment is made in lieu of delivering RSU Shares, the amount ofsuch payment shall be equal to the Fair Market Value as of the Vesting Date of the RSU Shares settled in cash.

(c) Dividend Equivalents. If on any date that Restricted Stock Units remain credited to the Account, dividends arepaid by the Company on outstanding shares of its Common Stock (“ Shares ”) (each, a “ Dividend Payment Date ”), then theParticipant's Account shall, as of each such Dividend Payment Date, be credited with an amount (each such amount, a "Dividend Equivalent Amount ") equal to the product of (i) the number of Restricted Stock Units in the Account as of theDividend Payment Date and (ii) the per Share cash amount of such dividend (or, in the case of a dividend payable in Sharesor other property, the per Share equivalent cash value of such dividend as determined in good faith by the Committee). Inconnection with the settlement and delivery of RSU Shares as contemplated by Section 3(b), the Participant shall be entitledto receive a payment, without interest, of an amount in cash equal to the accumulated Dividend Equivalent Amounts inrespect of the RSU Shares so delivered.

(d) Taxes. Upon the vesting and settlement of the Award in accordance with Section 3(b) hereof, the Participantshall recognize taxable income in respect of the Award, and the Company shall report such taxable income to the appropriatetaxing authorities in respect of the Award as it determines to be necessary and appropriate. The Participant shall pay to theCompany promptly upon request, and in any event at the time the Participant recognizes taxable income in respect of theAward, an amount equal to the taxes, if any, the Company determines it is required to withhold under applicable tax laws

____________________1 Note to Draft: This should match the non-employee director’s election form. To the extent there are multiple settlement dateselected, the language in Section 3(b) will need to be revised to reflect multiple “Settlement Dates” and indicate the “portion” of theRestricted Stock Units that are to be settled on each date. If the date elected is not tied to when the director leaves the Board, thenprovide for earlier settlement in the event of the director’s death (see also Section 3(e)(ii)).

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with respect to the Award. Such payment may be made in the form of cash. The Participant also may satisfy, in whole or inpart, the foregoing withholding liability (but no more than the minimum required withholding liability) by (i) the delivery ofMature Shares owned by the Participant having a Fair Market Value equal to such withholding liability or (ii) having theCompany withhold from the number of shares of Common Stock otherwise issuable pursuant to the settlement of the Awarda number of shares with a Fair Market Value equal to such withholding liability, provided that any fractional shares ofCommon Stock resulting from clauses (i) and (ii) shall be immediately settled in cash.

(e) Effect of Termination of Employment or Services . Except as otherwise specifically provided in an effectiveemployment, services, change in control or other written agreement (including any offer letter, term sheet or similar writtenagreement) between the Participant and the Company (or any Affiliate of the Company), the following provisions shall apply:

(i) Except as provided in subsection (ii) of this Section 3(e), unvested Restricted Stock Units shall beforfeited without consideration by the Participant upon the Participant’s termination of employment or services withthe Company for any reason prior to the Vesting Date.

(ii) Upon the termination of Participant’s employment or services due to death any unvestedRestricted Stock Units shall vest on the date of such termination.

(iii) Status as Director, Employee or Consultant . For the sake of clarity, if (A) the Participant’srelationship with the Company or any Affiliate changes from director to employee, consultant or independentcontractor, or (B) the Participant transfers from employment or service with the Company, to employment or servicewith any Affiliate of the Company, or vice-versa, the Participant shall not be deemed to have terminated employmentor service for purposes of this Agreement.

(f) Rights as a Stockholder . The Participant acknowledges and agrees that, with respect to the Restricted StockUnits credited to his Account, he has no voting rights with respect thereto unless and until such Restricted Stock Units are settledin RSU Shares pursuant to Section 3(b) hereof. Upon and following the Vesting Date, the Participant shall be the record owner ofthe RSU Shares settled upon such applicable date unless and until such RSU Shares are sold or otherwise disposed of, and asrecord owner shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights,if any, with respect to the RSU Shares. Prior to the Vesting Date, the Participant shall not be deemed for any purpose to be theowner of shares of Common Stock underlying the Restricted Stock Units.

(g) Transferability . The Award may not at any time prior to settlement be assigned, alienated, pledged, attached,sold or otherwise transferred or encumbered by the Participant and any such purported assignment, alienation, pledge,attachment, sale,

3

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transfer or encumbrance shall be void and unenforceable against the Company; provided, that (i) the designation of abeneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance and (ii) for solong as the Participant remains a member of the Board, the Participant may not sell, transfer or otherwise ispose of any vestedRSU Shares, except that the Participant may sell that number of vested RSU Shares having an aggregate Fair Market Valuenot greater than the amount of federal, state and local taxes incurred by the Participant as a result of the vesting of such RSUShares.

(h) Compliance with Legal Requirements . The granting and delivery of the RSU Shares, and any other obligationsof the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations and tosuch approvals by any regulatory or governmental agency as may be required. The Committee, in its sole discretion, maypostpone the issuance or delivery of the RSU Shares as the Committee may consider appropriate and may require theParticipant to make such representations and furnish such information as it may consider appropriate in connection with theissuance or delivery of the RSU Shares in compliance with applicable laws, rules and regulations.

4. Miscellaneous .

(a) Notices . All notices, demands and other communications provided for or permitted hereunder shall be made inwriting and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personaldelivery:

if to the Company:




(b) Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect the validityor enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable andenforceable to the extent permitted by law.

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(c) General Assets . All amounts credited to the Account under this Agreement shall continue for all purposes to bepart of the general assets of the Company. The Participant’s interest in the Account shall make the Participant only a general,unsecured creditor of the Company.

(d) No Rights to Employment . Nothing contained in this Agreement shall be construed as giving the Participantany right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interferewith or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate ordischarge the Participant at any time for any reason whatsoever.

(e) Bound by Plan . By signing this Agreement, the Participant acknowledges that he has received a copy of thePlan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.

(f) Beneficiary . The Participant may file with the Committee a written designation of a beneficiary on such form asmay be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designatedbeneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be theParticipant’s beneficiary.

(g) Successors . The terms of this Agreement shall be binding upon and inure to the benefit of the Company and itssuccessors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of theParticipant.

(h) Entire Agreement; Effect of Employment Agreement, etc.; Amendment . This Agreement and the Plan containthe entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersedeall prior communications, representations, negotiations and agreements in respect thereto; provided, however, that if aprovision of an effective employment, services, change in control or other written agreement (including any offer letter, termsheet or similar written agreement) between the Participant and the Company (or any Affiliate of the Company) is in conflictwith a provision of this Agreement, the provision that is more favorable to the Participant shall control. No change,modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by theparties hereto.

(i) GOVERNING LAW; CONSENT TO JURISDICTION . THIS AGREEMENT SHALL BE GOVERNED BYAND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TOAGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITSCONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTIONWHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF NEVADA.ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN A COURT SITUATED IN, AND THEPARTIES HEREBY CONSENT

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TO THE JURISDICTION OF, COURTS SITUATED IN CLARK COUNTY, NEVADA. EACH PARTY HEREBYWAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THERESOLUTION OF ANY SUCH ACTION.

(j) JURY TRIAL WAIVER . THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO AJURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT ISLITIGATED OR HEARD IN ANY COURT.

(k) Headings . The headings of the Sections hereof are provided for convenience only and are not to serve as a basisfor interpretation or construction, and shall not constitute a part, of this Agreement.

(l) Signature in Counterparts . This Agreement may be signed in counterparts, each of which shall be an original,with the same effect as if the signatures thereto and hereto were upon the same instrument.



By: Name:Title:


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RESTRICTED STOCK UNITS AWARD AGREEMENT


R E C I T A L S :







(a) Vesting . Except as otherwise provided in the Plan and this Agreement, the Award shall vest with respectto [INSERT PERCENTAGE] percent

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(__%) of the Restricted Stock Units subject thereto on each of the first through [________] anniversaries of the [Date ofGrant], subject to the Participant’s continued employment on each such date. Each day on which a portion of the Award vestsis referred to herein as a “ Vesting Date ”.

(b) Settlement . On each applicable Vesting Date, the Company shall settle the portion of the Award that isvested on such date and shall therefore (i) issue and deliver to the Participant one share of Common Stock for each RestrictedStock Unit subject to the Award that has vested (the “ RSU Shares ”), with any fractional shares paid out in cash (and, uponsuch settlement, the Restricted Stock Units shall cease to be credited to the Account) and (ii) enter the Participant’s name as astockholder of record with respect to the RSU Shares on the books of the Company. Alternatively, the Committee may, in itssole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the Award solely in RSU Shares. If acash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the Fair Market Valueas of the Vesting Date of the RSU Shares settled in cash.

(c) Dividend Equivalents . If on any date that Restricted Stock Units remain credited to the Account,dividends are paid by the Company on outstanding shares of its Common Stock (“ Shares ”) (each, a “ Dividend PaymentDate ”), then the Participant's Account shall, as of each such Dividend Payment Date, be credited with an amount (each suchamount, a " Dividend Equivalent Amount ") equal to the product of (i) the number of Restricted Stock Units in the Accountas of the Dividend Payment Date and (ii) the per Share cash amount of such dividend (or, in the case of a dividend payable inShares or other property, the per Share equivalent cash value of such dividend as determined in good faith by the Committee).On each applicable Vesting Date, in connection with the settlement and delivery of RSU Shares as contemplated by Section3(b), the Participant shall be entitled to receive a payment, without interest, of an amount in cash equal to the accumulatedDividend Equivalent Amounts in respect of the RSU Shares so delivered.

(d) Taxes. Upon the settlement of the Award in accordance with Section 3(b) hereof, the Participant shallrecognize taxable income in respect of the Award, and the Company shall report such taxable income to the appropriatetaxing authorities in respect of the Award as it determines to be necessary and appropriate. The Participant shall pay to theCompany promptly upon request, and in any event at the time the Participant recognizes taxable income in respect of theAward, an amount equal to the taxes, if any, the Company determines it is required to withhold under applicable tax lawswith respect to the Award. Such payment may be made in the form of cash. The Participant also may satisfy, in whole or inpart, the foregoing withholding liability (but no more than the minimum required withholding liability) by (i) the delivery ofMature Shares owned by the Participant having a Fair Market Value equal to such withholding liability or (ii) having theCompany withhold from the number of shares of Common Stock otherwise issuable pursuant to the settlement of the Awarda number of shares with a Fair Market Value equal to such withholding liability, provided that any fractional shares ofCommon Stock resulting from clauses (i) and (ii) shall be immediately settled in cash.

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(e) Effect of Termination of Employment or Services . Except as otherwise specifically provided in aneffective employment, services, change in control or other written agreement (including any offer letter, term sheet or similarwritten agreement) between the Participant and the Company (or any Affiliate of the Company), the following provisionsshall apply:

(i) Except as provided in subsection (ii) of this Section 3(e), unvested Restricted Stock Units shall beforfeited without consideration by the Participant upon the Participant’s termination of employment or services withthe Company for any reason prior to the applicable Vesting Date.

(ii) Upon the termination of Participant’s employment or services due to death or Disability, the pro-rata portion of the Participant’s unvested Restricted Stock Units that would have vested through the date oftermination (calculated on a straight line basis based on the number of days from the later to occur of the Date ofGrant or the most recent vesting date as described in Section 3(a) through the date of termination) shall beimmediately vested and the remainder of the Participant’s unvested Restricted Stock Units shall be forfeited.

(iii) Status as Employee or Consultant . For the sake of clarity, if (A) the Participant’s relationshipwith the Company or any Affiliate changes from employee to consultant or independent contractor, or from consultantor independent contractor to employee, or (B) the Participant transfers from employment or service with theCompany, to employment or service with any Affiliate of the Company, or vice-versa, or from employment or servicewith any Affiliate of the Company to employment or service with any other Affiliate of the Company, the Participantshall not be deemed to have terminated employment or service for purposes of this Agreement.

(f) Rights as a Stockholder . The Participant acknowledges and agrees that, with respect to the RestrictedStock Units credited to his Account, he has no voting rights with respect thereto unless and until such Restricted Stock Units aresettled in RSU Shares pursuant to Section 3(b) hereof. Upon and following each Vesting Date, the Participant shall be the recordowner of the RSU Shares settled upon such applicable date unless and until such RSU Shares are sold or otherwise disposed of, andas record owner shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights,if any, with respect to the RSU Shares. Prior to the first Vesting Date, the Participant shall not be deemed for any purpose to be theowner of shares of Common Stock underlying the Restricted Stock Units.

(g) Transferability . The Award may not at any time prior to vesting be assigned, alienated, pledged,attached, sold or otherwise transferred or encumbered by the Participant and any such purported assignment, alienation,pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that thedesignation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

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(h) Compliance with Legal Requirements . The granting and delivery of the RSU Shares, and any otherobligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules andregulations and to such approvals by any regulatory or governmental agency as may be required. The Committee, in its solediscretion, may postpone the issuance or delivery of the RSU Shares as the Committee may consider appropriate and mayrequire the Participant to make such representations and furnish such information as it may consider appropriate inconnection with the issuance or delivery of the RSU Shares in compliance with applicable laws, rules and regulations.

(i) Las Vegas Sands Corp. Forfeiture of Improperly Received Compensation Policy . The Board ofDirectors has adopted a forfeiture of improperly received compensation policy (the “Policy”) which applies to all employeesof the Company and its affiliates eligible to receive a bonus, incentive, or equity award based in whole or in part on financialperformance measures. The Policy applies whenever (1) there is a restatement (as such term is defined in the Policy) and itresults in a revision to one or more performance measures used to determine an annual bonus or other incentive or equity-based compensation paid or awarded to an employee in respect of the period(s) to which the restatement relates (the “relevantperiod”), and (2) the relevant period commenced not more than three years prior to the time at which the need for therestatement is identified, and (3) such revision results in a reduction in the amount or value of such bonus or other incentiveor equity-based compensation, and (4) such restatement is, in whole or in part, caused by the employee’s Misconduct (as suchterm is defined in the Policy). The Committee may in its discretion require repayment and forfeiture of all or a portion of anybonus or incentive or equity-based compensation awarded to or received or earned by such employee in respect of therelevant period, generally to the extent such bonus or incentive or equity-based compensation exceeds the amount that wouldhave been awarded, received or earned based on the revised performance measures. To the extent any annual bonus or otherincentive or equity-based compensation paid or awarded to Participant is subject to the Policy, Participant acknowledges thatthe Committee may seek recovery of any such overpayment received under this Agreement per the terms of the Policy.Participants may obtain a copy of the Policy by contacting the Company’s Human Resources department.

4. Miscellaneous .


if to the Company:


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(b) Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect thevalidity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall beseverable and enforceable to the extent permitted by law.

(c) General Assets . All amounts credited to the Account under this Agreement shall continue for allpurposes to be part of the general assets of the Company. The Participant’s interest in the Account shall make the Participantonly a general, unsecured creditor of the Company.

(d) No Rights to Employment . Nothing contained in this Agreement shall be construed as giving theParticipant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates orshall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, toremove, terminate or discharge the Participant at any time for any reason whatsoever.

(e) Bound by Plan . By signing this Agreement, the Participant acknowledges that he has received a copy ofthe Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.

(f) Beneficiary . The Participant may file with the Committee a written designation of a beneficiary on suchform as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designatedbeneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be theParticipant’s beneficiary.

(g) Successors . The terms of this Agreement shall be binding upon and inure to the benefit of the Companyand its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors ofthe Participant.

(h) Entire Agreement; Effect of Employment Agreement, etc.; Amendment . This Agreement and the Plancontain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein andsupersede all prior communications, representations, negotiations and agreements in respect thereto; provided, however, thatif a provision of an effective employment, services, change in control or other written agreement (including any offer letter,term sheet or similar written agreement) between the Participant and the Company (or any Affiliate of the Company) is inconflict with a provision of this Agreement, the provision

518RU1

that is more favorable to the Participant shall control. No change, modification or waiver of any provision of this Agreementshall be valid unless the same be in writing and signed by the parties hereto.

(i) GOVERNING LAW; CONSENT TO JURISDICTION . THIS AGREEMENT SHALL BEGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADAAPPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUTREGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANYOTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THESTATE OF NEVADA. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN A COURTSITUATED IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, COURTS SITUATED INCLARK COUNTY, NEVADA. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCHCOURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.

(j) JURY TRIAL WAIVER . THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHTTO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THISAGREEMENT IS LITIGATED OR HEARD IN ANY COURT.

(k) Headings . The headings of the Sections hereof are provided for convenience only and are not to serve asa basis for interpretation or construction, and shall not constitute a part, of this Agreement.

(l) Signature in Counterparts . This Agreement may be signed in counterparts, each of which shall be anoriginal, with the same effect as if the signatures thereto and hereto were upon the same instrument.



By: Name:Title:


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EXHIBIT 31.1


CERTIFICATION

I, Sheldon G. Adelson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Las Vegas Sands Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.

Date: April 27, 2018 By: /s/ Sheldon G. Adelson

Sheldon G. AdelsonChief Executive Officer

EXHIBIT 31.2


CERTIFICATION

I, Patrick Dumont, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Las Vegas Sands Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.

Date: April 27, 2018 By: /s/ Patrick Dumont

Patrick DumontChief Financial Officer

EXHIBIT 32.1


CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 , as filed by Las Vegas Sands Corp. with the Securities andExchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-OxleyAct of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las VegasSands Corp.

Date: April 27, 2018 By: /s/ Sheldon G. Adelson

Sheldon G. AdelsonChief Executive Officer

EXHIBIT 32.2


CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 , as filed by Las Vegas Sands Corp. with the Securities andExchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-OxleyAct of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las VegasSands Corp.

Date: April 27, 2018 By: /s/ Patrick Dumont

Patrick DumontChief Financial Officer