Las Vegas Sands Corp Sample Contracts

INDENTURE
Indenture • February 15th, 2005 • Las Vegas Sands Corp • Hotels & motels • Nevada
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EXHIBIT 1.1 ----------- LAS VEGAS SANDS CORP. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • March 17th, 2006 • Las Vegas Sands Corp • Hotels & motels • New York
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AMONG LAS VEGAS SANDS, INC., AND VENETIAN CASINO RESORT, LLC, AS BORROWERS, THE LENDERS LISTED HEREIN, AS LENDERS,
Credit Agreement • March 10th, 2005 • Las Vegas Sands Corp • Hotels & motels • New York
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SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 23rd, 2005 • Las Vegas Sands Corp • Hotels & motels • Nevada
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UNDERWRITING AGREEMENT 46,264,168 SHARES LAS VEGAS SANDS CORP. COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • November 30th, 2023 • Las Vegas Sands Corp • Hotels & motels • New York

Certain stockholders of Las Vegas Sands Corp., a Nevada corporation (the “Company”) named in Schedule II attached hereto (the “Selling Stockholders”) propose to sell an aggregate of 46,264,168 shares (the “Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). This Agreement is to confirm the agreement concerning the purchase of the Stock from the Selling Stockholders by the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”), for whom Goldman Sachs & Co. LLC (“Goldman Sachs”) and BofA Securities, Inc. (“BofA Securities”) are acting as representatives (in such capacity, the “Representatives”).

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Las Vegas Sands Corp. 10% Series A Cumulative Perpetual Preferred Stock (Liquidation Preference $100 per preferred share) and Warrants to Purchase Approximately 86,605,173 Shares of Common Stock and 181,818,182 Shares of Common Stock Underwriting...
Underwriting Agreement • November 14th, 2008 • Las Vegas Sands Corp • Hotels & motels

Goldman, Sachs & Co., As representative of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004

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LAS VEGAS SANDS CORP., LAS VEGAS SANDS, LLC, as Guarantor and U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of ___, 2008 Providing for Issuance of Senior Debt Securities in Series
Indenture • November 17th, 2008 • Las Vegas Sands Corp • Hotels & motels • New York

THIS INDENTURE between LAS VEGAS SANDS CORP., a Nevada corporation (hereinafter called the “Company”) having its principal office at 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109, LAS VEGAS SANDS, LLC, a Nevada limited liability company (the “Guarantor”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (hereinafter called the “Trustee”), is made and entered into as of September 30, 2008.

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EMPLOYMENT AGREEMENT
Employment Agreement • August 9th, 2006 • Las Vegas Sands Corp • Hotels & motels • Nevada

THIS EMPLOYMENT AGREEMENT among Las Vegas Sands Corp., a Nevada corporation (“LVSC”), Las Vegas Sands, LLC, a Nevada limited liability company and wholly-owned subsidiary of LVSC (“LVSI” and together with LVSC, the “Company”) and Robert Rozek (“Executive”) is made as of June 1, 2006 and shall be effective as of June 8, 2006 (the “Effective Date”).

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DIRECTOR RESTRICTED STOCK UNITS AWARD AGREEMENT
Restricted Stock Units Award Agreement • April 27th, 2018 • Las Vegas Sands Corp • Hotels & motels • Nevada

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”).

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Certain identified information has been excluded from the exhibit because such information both REVOLVING CREDIT AGREEMENT dated as of April 3, 2024 among LAS VEGAS SANDS CORP., as the Borrower, THE VARIOUS LENDERS AND ISSUING BANKS FROM TIME TO TIME...
Revolving Credit Agreement • April 3rd, 2024 • Las Vegas Sands Corp • Hotels & motels • New York

This REVOLVING CREDIT AGREEMENT, dated as of April 3, 2024 (this “Agreement”), is entered into by and among LAS VEGAS SANDS CORP., a Nevada corporation (the “Borrower”), the LENDERS and ISSUING BANKS party hereto from time to time, and THE BANK OF NOVA SCOTIA (“Scotiabank”), as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and as Swing Line Lender (this term and the other capitalized terms used but not defined in this preamble and the recitals below shall have the respective meanings set forth for such terms in Section 1.1 hereof).

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LAS VEGAS SANDS CORP. $750,000,000 5.900% SENIOR NOTES DUE 2027 $500,000,000 6.000% SENIOR NOTES DUE 2029 $500,000,000 6.200% SENIOR NOTES DUE 2034 UNDERWRITING AGREEMENT
Underwriting Agreement • May 8th, 2024 • Las Vegas Sands Corp • Hotels & motels • New York

Las Vegas Sands Corp., a Nevada corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to Barclays Capital Inc. (“Barclays”), BofA Securities, Inc. (“BofAS”), Goldman Sachs & Co. LLC (“Goldman Sachs”), and the other several underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays, BofAS and Goldman Sachs are acting as representatives (in such capacity, the “Representatives”), $750,000,000 in aggregate principal amount of its 5.900% senior notes due 2027 (the “2027 Notes”), $500,000,000 in aggregate principal amount of its 6.000% senior notes due 2029 (the “2029 Notes”) and $500,000,000 in aggregate principal amount of its 6.200% senior notes due 2034 (the “2034 Notes,” and, together with the 2027 Notes and the 2029 Notes, the “Notes”). The Notes will (i) have terms and provisions that are summarized in the Pricing Disclosure Package and the Prospectus (as defined below), and (ii) be i

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2009 • Las Vegas Sands Corp • Hotels & motels • Nevada

This AMENDMENT NO. 1 (this “Amendment”) to the Employment Agreement (the “Employment Agreement”), dated as of November 18, 2004, among Las Vegas Sands Corp., a Nevada corporation (“LVSC”), Las Vegas Sands, Inc. (currently known as Las Vegas Sands, LLC), a wholly-owned subsidiary of LVSC (together with LVSC, the “Company”), and William P. Weidner (“Executive”) is dated as of December 31, 2008.

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Contract
Facility Agreement • November 30th, 2022 • Las Vegas Sands Corp • Hotels & motels • Hong Kong

Certain identified information has been excluded from the exhibit because such information both (i) is not material and (ii) is the type that the registrant treats as private or confidential.

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TRANSLATION]
Subconcession Contract for Operating Casino Games • November 22nd, 2004 • Las Vegas Sands Corp • Hotels & motels • Macau

Party A: Galaxy Casino Company Limited, henceforth simply referred as the “Concessionaire”, with its headquarters at Avenida da Praia Grande, n.º 409, Edif. “China Law”, 25°, Macau, and its registration number in the Company and Moveable Assets Registration Bureau 15066, duly represented by its Directors Mr. Fan Siu Pang, married, holder of the Hong Kong Identity Card no. B452583(9), issued on 30/05/1990, living at Flat C, 1/F, Sunrise Court, 95 Blue Pool Road, Hong Kong, and Mr. Lui Che Woo, married, holder of the Hong Kong Identity Card no. A481605(9), issued on 26/06/1990, living at 29/F, Ka Wah Centre, 191 Java Road, Hong Kong, with powers to bind the company.

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AIRCRAFT TIME SHARING AGREEMENT (Part 91 Operations) Dated as of the 14 day of April, 2011, between Las Vegas Sands Corp., as Provider, and Interface Operations, LLC as Recipient, concerning one Raytheon Hawker 800XP aircraft bearing INSTRUCTIONS FOR...
Aircraft Time Sharing Agreement • August 9th, 2011 • Las Vegas Sands Corp • Hotels & motels • Massachusetts

This Aircraft Time Sharing Agreement (the “Agreement”) is made and entered into as of April 14th , 2011, by and between Las Vegas Sands Corp, a Nevada company (“Provider”), and Interface Operations, LLC, a Nevada corporation (“Recipient”) (together, “Parties”).

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VENETIAN HOTEL SERVICE AGREEMENT
Service Agreement • November 22nd, 2004 • Las Vegas Sands Corp • Hotels & motels • Nevada

Agreement made as of June 28, 2001 by and between Venetian Hotel ("Venetian") and the Interface Group-Nevada, Inc. dba Sands Expo and Convention Center ("SECC").

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Las Vegas Sands Corp. 2004 EQUITY AWARD PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 29th, 2012 • Las Vegas Sands Corp • Hotels & motels • Nevada

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is made, effective as of the _____ day of _____, 201_, (hereinafter the “Award Date”), between Las Vegas Sands Corp., a Nevada corporation (the “Company”), and _____ (the “Participant”).

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AIRCRAFT TIME SHARING AGREEMENT
Aircraft Time Sharing Agreement • November 15th, 2005 • Las Vegas Sands Corp • Hotels & motels • Massachusetts

This AIRCRAFT TIME SHARING AGREEMENT (the "Agreement") is made and entered into as of January 1, 2005, by and between Interface Operations LLC, a Delaware limited liability company ("Provider"), and Las Vegas Sands Corp., a Nevada corporation ("Recipient").

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among LAS VEGAS SANDS CORP. and the STOCKHOLDERS named therein Dated: September 30, 2008
Registration Rights Agreement • November 10th, 2008 • Las Vegas Sands Corp • Hotels & motels • New York

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of September 30, 2008, by and among Las Vegas Sands Corp., a Nevada corporation (the “Company”), Dr. Miriam Adelson (the “Adelson Purchaser”), the other Adelson Holders (as defined below) and the Other Holders (as defined below) that are party to this Agreement from time to time.

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FOURTH AMENDMENT AND RESTATEMENT AGREEMENT
Facility Agreement • February 14th, 2022 • Las Vegas Sands Corp • Hotels & motels

and is supplemental to a S$5,100,000,000 facility agreement originally dated 25 June 2012 (as amended by an Amendment Agreement dated 20 November 2013, amended and restated by an Amendment and Restatement Agreement dated 29 August 2014, further amended and restated by a Second Amendment and Restatement Agreement dated 14 March 2018, amended by an Amendment Letter dated 25 March 2019, further amended and restated by a Third Amendment and Restatement Agreement dated 30 August 2019, further amended by a Second Amendment Letter dated 18 June 2020 and further amended by a Third Amendment Letter dated 7 September 2021) (the “Original Facility Agreement”) made between (a) the Borrower, as borrower, (b) the Mandated Lead Arranger (as defined therein), as mandated lead arrangers, (c) the Global Coordinator (as defined therein), as global coordinators, (d) the Original Lenders (as defined therein), as original lenders, (e) the Agent, as agent and (f) the Security Trustee, as security trustee.

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ASSIGNMENT AND ASSUMPTION OF AGREEMENT AND FIRST AMENDMENT TO AGREEMENT
Assignment and Assumption of Agreement and First Amendment to Agreement • October 25th, 2004 • Las Vegas Sands Corp • Hotels & motels • Nevada

This ASSIGNMENT AND ASSUMPTION OF AGREEMENT AND FIRST AMENDMENT TO AGREEMENT (this “Agreement”), made this 30th day of September, 2004, by and between LIDO CASINO RESORT, LLC, a Nevada limited liability company, having an address at 3355 Las Vegas Boulevard South, Room 1C, Las Vegas, NV 89109 (“Assignor”), PHASE II MALL HOLDING, LLC, a Nevada limited liability company, having an address at 3355 Las Vegas Boulevard South, Room 1C, Las Vegas, NV 89109 (“Assignee”) and GGP LIMITED PARTNERSHIP, a Delaware limited partnership, with an address at 110 North Wacker Drive, Chicago, Illinois 60606 (“Mall II Buyer”).

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Las Vegas Sands Corp. 2004 EQUITY AWARD PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 1st, 2011 • Las Vegas Sands Corp • Hotels & motels • Nevada

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is made, effective as of the _____ day of _____, 2010, (hereinafter the “Award Date”), between Las Vegas Sands Corp., a Nevada corporation (the “Company”), and (the “Participant”).

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AIRCRAFT COST ALLOCATION AGREEMENT (Bermuda Registered Aircraft) Dated as of November 6, 2009 and effective as of January 1, 2009, between Interface Operations Bermuda, LTD, as Provider, and Las Vegas Sands Corporation, as Recipient, concerning the...
Aircraft Cost Allocation Agreement • November 9th, 2009 • Las Vegas Sands Corp • Hotels & motels • Massachusetts

This Aircraft Cost Allocation Agreement (the “Agreement”) is dated as of November 6, 2009 and effective as of January 1, 2009 (the “Effective Date”), by and between Interface Operations Bermuda, LTD, a Bermuda company (“Provider”), and Las Vegas Sands Corp., a Nevada corporation (“Recipient”)(together, “Parties”).

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ADDENDUM TO SANDS RESORT HOTEL & CASINO AGREEMENT
Sands Resort Hotel & Casino Agreement • October 25th, 2004 • Las Vegas Sands Corp • Hotels & motels

THIS ADDENDUM to the Sands Hotel and Casino Agreement (hereinafter referenced the "AGREEMENT") is made and entered into on this 16th day of September, 1997, by and between the COUNTY OF CLARK, a political subdivision of the State of Nevada (hereinafter referenced the "COUNTY") and LAS VEGAS SANDS, INC., a Nevada corporation (hereinafter referenced the "DEVELOPER").

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PURCHASE AND SALE AGREEMENT by and among, Las Vegas Sands Corp., as Seller, Pioneer OpCo, LLC, as OpCo Purchaser, and, VICI Properties L.P., as PropCo Purchaser Dated: As of March 2, 2021
Purchase and Sale Agreement • March 3rd, 2021 • Las Vegas Sands Corp • Hotels & motels • New York

This PURCHASE AND SALE AGREEMENT (this “Agreement”) made as of March 2, 2021, by and among Las Vegas Sands Corp., a Nevada corporation (“Seller”), Pioneer OpCo, LLC, a Nevada limited liability company (“OpCo Purchaser”), and VICI Properties L.P., a Delaware limited partnership (“PropCo Purchaser” and, together with OpCo Purchaser, the “Purchasers”).

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August 3, 2021
Letter Agreement • October 22nd, 2021 • Las Vegas Sands Corp • Hotels & motels
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TRANSLATION]
Subconcession Contract • December 10th, 2004 • Las Vegas Sands Corp • Hotels & motels • Macau

Party A: Galaxy Casino Company Limited, henceforth simply referred as the “Concessionaire”, with its headquarters at Avenida da Praia Grande, n.º 409, Edif. “China Law”, 25°, Macau, and its registration number in the Company and Moveable Assets Registration Bureau 15066, duly represented by its Directors Mr. Fan Siu Pang, married, holder of the Hong Kong Identity Card no. B452583(9), issued on 30/05/1990, living at Flat C, 1/F, Sunrise Court, 95 Blue Pool Road, Hong Kong, and Mr. Lui Che Woo, married, holder of the Hong Kong Identity Card no. A481605(9), issued on 26/06/1990, living at 29/F, Ka Wah Centre, 191 Java Road, Hong Kong, with powers to bind the company.

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EXHIBIT 1 --------- JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments...
Joint Filing Agreement • February 14th, 2007 • Las Vegas Sands Corp • Hotels & motels
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CONSTRUCTION LOAN AGREEMENT DATED AS OF SEPTEMBER 30, 2004 AMONG PHASE II MALL HOLDING, LLC and PHASE II MALL SUBSIDIARY, LLC, as the Borrowers, THE LENDERS LISTED HEREIN, as the Lenders, THE BANK OF NOVA SCOTIA, as the Sole Lead Arranger and the Sole...
Construction Loan Agreement • October 20th, 2004 • Las Vegas Sands Corp • Hotels & motels • New York

This CONSTRUCTION LOAN AGREEMENT is dated as of September 30, 2004 and entered into by and among PHASE II MALL HOLDING, LLC (“Phase II Mall Subsidiary Holding”), a Nevada limited liability company, and PHASE II MALL SUBSIDIARY, LLC (“Phase II Mall Subsidiary”), a Delaware limited liability company, as joint and several obligors (each of Phase II Mall Subsidiary Holding and Phase II Mall Subsidiary, a “Borrower” and, collectively, the “Borrowers”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as the “Lenders”), THE BANK OF NOVA SCOTIA (“Scotia Capital”), as Sole Lead Arranger and Sole Bookrunner (in such capacities, the “Arranger”) and as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and SUMITOMO MITSUI BANKING CORPORATION, as syndication agent for the Lenders (in such capacity, the “Syndication Agent”).

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AIRCRAFT COST SHARING AGREEMENT (Part 125 Operations) Dated as of November 6, 2009 and effective as of January 1, 2009, between Las Vegas Sands Corp., as Provider, and Interface Operations, LLC, as Recipient, concerning the Aircraft listed on Schedule...
Aircraft Cost Sharing Agreement • November 9th, 2009 • Las Vegas Sands Corp • Hotels & motels • Massachusetts

This Aircraft Cost Sharing Agreement (the “Agreement”) is dated as of November 6, 2009 and effective as of January 1, 2009 (the “Effective Date”), by and between Las Vegas Sands Corp., a Nevada corporation (“Provider”), and Interface Operations, LLC, a Nevada company (“Recipient”) (together, “Parties”).

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Las Vegas Sands Corp. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 7th, 2014 • Las Vegas Sands Corp • Hotels & motels • Nevada

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is made, effective as of the ___ day of ______, 201_, (hereinafter the “Award Date”), between Las Vegas Sands Corp., a Nevada corporation (the “Company”), and __________ (the “Participant”).

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Contract
Concession Contract for the Operation of Casino Games of Chance • February 3rd, 2023 • Las Vegas Sands Corp • Hotels & motels

Macau Special Administrative Region and Venetian Macau Limited signed the Concession Contract for the Operation of Casino Games of Chance in the Macao Special Administrative Region

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EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2009 • Las Vegas Sands Corp • Hotels & motels

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 6th day of December, 2008 (the “Effective Date”), by and between Marina Bay Sands Pte. Ltd., a Singapore company with its principal business offices located at 9 Raffles Place, #45-01 Republic Plaza, Singapore, 048619 (the “Company”), and Mr. De ANGELO Leonard, residing at 679 Bent Creek Dr., Lititz, PA 17543 and is holder of United States of America ] Passport Number 211722241 (the “Executive”).

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EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2015 • Las Vegas Sands Corp • Hotels & motels • Nevada

THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between Venetian Casino Resorts, LLC (“VCR” or “the Company”)), a subsidiary of Las Vegas Sands Corp. (LVSC), a Nevada corporation, and George M. Markantonis (the “Executive”) is made as of March 17, 2015 (or such earlier date as may be mutually agreed in writing) (the “Effective Date”).

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SPONSOR SUPPORT AGREEMENT
Sponsor Support Agreement • February 29th, 2008 • Las Vegas Sands Corp • Hotels & motels
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