AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • September 3rd, 2004 • Las Vegas Sands Corp • Nevada
This AMENDED AND RESTATED SECURITY AGREEMENT (this "Agreement"), dated as of August 20, 2004, is entered into by and between LAS VEGAS SANDS, INC., a Nevada corporation ("LVSI"), VENETIAN CASINO RESORT, LLC, a Nevada limited liability company ("Venetian"), and each Subsidiary Guarantor (as defined below) from time to time a party to this Agreement (individually each a "Debtor" and collectively, "Debtors"), and THE BANK OF NOVA SCOTIA, a Canadian chartered bank ("Scotiabank"), in its capacity as the Intercreditor Agent under the Intercreditor Agreement (as defined below) (in such capacity, "Intercreditor Agent") for and on behalf of (i) each Bank Secured Party (as defined below), (ii) U.S. Bank National Association, a national banking association, as the trustee (the "Mortgage Notes Indenture Trustee") for and on behalf of the Mortgage Note Holders (individually, each a "Mortgage Note Secured Party" and together, the "Mortgage Note Secured Parties") under the Mortgage Notes Indenture (a
AMENDMENT NO. 1 TO UNSECURED INDEMNITY AGREEMENTUnsecured Indemnity Agreement • September 3rd, 2004 • Las Vegas Sands Corp
THIS AMENDMENT NO. 1 TO UNSECURED INDEMNITY AGREEMENT (the "Agreement") is entered into as of August 20, 2004, by LAS VEGAS SANDS, INC., a Nevada corporation ("LVSI"), and VENETIAN CASINO RESORT, LLC, a Nevada limited liability company ("VCR" and jointly and severally with LVSI, the "Company"), to and for the benefit of U.S. Bank National Association (the "Mortgage Notes Indenture Trustee"), and to the extent no otherwise referenced, the Indemnified Parties (as hereinafter defined) and amends the Unsecured Indemnity Agreement (the "Indemnity"), dated as of June 4, 2002, by the Company to and for the benefit of the Mortgage Notes Indenture Trustee.
AGREEMENTContribution Agreement • September 3rd, 2004 • Las Vegas Sands Corp • Nevada
AGREEMENT (this "Agreement"), dated as of July 8, 2004, by and among Sheldon G. Adelson, (the "Principal Stockholder"), and Las Vegas Sands, Inc., a Nevada corporation ("LVSI").
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • September 3rd, 2004 • Las Vegas Sands Corp • New York
FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of August 20, 2004, among Yona Venetian, LLC, a Delaware limited liability company, and Interface Employee Leasing, LLC, a Nevada limited liability company (together, the "Guaranteeing Subsidiaries"), each, an indirect wholly owned subsidiary of Las Vegas Sands, Inc., a Nevada corporation (the "Company"), the Company, Venetian Casino Resort, LLC ("Venetian" and, together with the Company, the "Issuers"), the other Note Guarantors (as defined in the Indenture referred to below) and U.S. Bank National Association, as trustee under the Indenture referred to below (the "Trustee").
QuickLinks -- Click here to rapidly navigate through this documentStock Option Agreement • September 3rd, 2004 • Las Vegas Sands Corp
THIS AGREEMENT is made on July 15, 2004 by and between Las Vegas Sands, Inc. (the "Company") and Sheldon G. Adelson ("Adelson") with respect to that certain 1997 Fixed Stock Option Plan, as amended and restated ("the Plan") of Las Vegas Sands, Inc.
CREDIT AGREEMENT DATED AS OF AUGUST 20, 2004 AMONG LAS VEGAS SANDS, INC., and VENETIAN CASINO RESORT, LLC, as Borrowers, THE LENDERS LISTED HEREIN, as Lenders, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, Sole Lead Arranger and Sole...Credit Agreement • September 3rd, 2004 • Las Vegas Sands Corp • New York
This CREDIT AGREEMENT is dated as of August 20, 2004 and entered into by and among LAS VEGAS SANDS, INC. ("LVSI"), a Nevada corporation, and VENETIAN CASINO RESORT, LLC ("Venetian"), a Nevada limited liability company, as joint and several obligors (each of LVSI and Venetian, 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 administrative agent for the Lenders (in such capacity, the "Administrative Agent"), COMMERZBANK AG("Commerzbank"), CIT GROUP/EQUIPMENT FINANCING, INC. ("CIT") and WELLS FARGO FOOTHILL, INC.("Foothill") as documentation agents for the Lenders (in such capacity, the "Documentation Agents"), and GOLDMAN SACHS CREDIT PARTNERS L.P. ("Goldman"), as Sole Lead Arranger and Sole Bookrunner (in such capacity the "Arranger"), and Goldman, as syndication agent for the Lenders (in su
FIRST AMENDMENT TO VENETIAN HOTEL SERVICE AGREEMENTVenetian Hotel Service Agreement • September 3rd, 2004 • Las Vegas Sands Corp
THIS FIRST AMENDMENT TO VENETIAN HOTEL SERVICE AGREEMENT (this "Amendment") is made as of June 28, 2004, by and between Venetian Casino Resort, LLC ("VCR") and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention Center ("SECC").
Grant of Security Interest in United States TrademarksGrant of Security Interest • September 3rd, 2004 • Las Vegas Sands Corp
FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby acknowledged, Venetian Casino Resort, LLC, a Nevada limited liability company, (the "Grantor"), hereby grants The Bank of Nova Scotia as Intercreditor Agent (as defined in the Security Agreement (as defined below)) for and on behalf of the Secured Parties (as defined in the Security Agreement), a security interest in all of the Grantor's right, title and interest (including rights acquired pursuant to a license or otherwise but only to the extent permitted by agreements governing such license or other use) in, to and under the following (all of the following items or types of property being herein collectively referred to as the "Trademark Collateral"), whether presently existing or hereafter arising or acquired and wherever the same may be located or used in the United States:
Grant of Security Interest in United States TrademarksGrant of Security Interest • September 3rd, 2004 • Las Vegas Sands Corp
FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby acknowledged, Las Vegas Sands, Inc., a Nevada corporation, (the "Grantor"), hereby grants The Bank of Nova Scotia as Intercreditor Agent (as defined in the Security Agreement (as defined below)) for and on behalf of the Secured Parties (as defined in the Security Agreement), a security interest in all of the Grantor's right, title and interest (including rights acquired pursuant to a license or otherwise but only to the extent permitted by agreements governing such license or other use) in, to and under the following (all of the following items or types of property being herein collectively referred to as the "Trademark Collateral"), whether presently existing or hereafter arising or acquired and wherever the same may be located or used in the United States:
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED RECIPROCAL EASEMENT, USE AND OPERATING AGREEMENTReciprocal Easement, Use and Operating Agreement • September 3rd, 2004 • Las Vegas Sands Corp
This First Amendment to Second Amended and Restated Reciprocal Easement, Use and Operating Agreement (this "First Amendment") is dated as of this 30th day of July, 2004 by and among VENETIAN CASINO RESORT, LLC, a Nevada limited liability company having an address at 3355 Las Vegas Boulevard South, Room 1C Las Vegas, Nevada 89109 ("Phase I LLC"), LIDO CASINO RESORT, LLC, a Nevada limited liability company having an address at 3355 Las Vegas Boulevard South, Room 1C, Las Vegas, Nevada 89109 ("Phase II LLC"), GRAND CANAL SHOPS II, LLC, a Delaware limited liability company having an address at c/o GGP Limited Partnership, 110 North Wacker Drive, Chicago, Illinois 60606 ("Mall LLC") and INTERFACE GROUP—NEVADA, INC., a Nevada corporation having an address at 3355 Las Vegas Boulevard South, Room 1B, Las Vegas, Nevada 89109 ("Interface").
SECOND AMENDED AND RESTATED RECIPROCAL EASEMENT, USE AND OPERATING AGREEMENT between INTERFACE GROUP-NEVADA, INC., Grand Canal Shops II, LLC, LIDO CASINO RESORT, LLC and VENETIAN CASINO RESORT, LLC Dated as of May 17, 2004Reciprocal Easement, Use and Operating Agreement • September 3rd, 2004 • Las Vegas Sands Corp • Nevada
This SECOND AMENDED AND RESTATED RECIPROCAL EASEMENT, USE AND OPERATING AGREEMENT (as the same may be amended from time to time in accordance with the provisions hereof, this "AGREEMENT") is dated as of this 17th day of May 2004, by and among VENETIAN CASINO RESORT, LLC, a Nevada limited liability company having an address at 3355 Las Vegas Boulevard South, Room 1C Las Vegas, Nevada 89109 ("PHASE I LLC," in its capacity as "H/C I Owner" (as hereinafter defined)), as successor-in-interest to Las Vegas Sands, Inc. ("LVSI"), in its capacity as the Owner of the Phase I Land (as hereinafter defined), LIDO CASINO RESORT, LLC, a Nevada limited liability company having an address at 3355 Las Vegas Boulevard South, Room 1C, Las Vegas, Nevada 89109 ("PHASE II LLC," in its capacities as "H/C II Owner" and "Mall II Owner" (as each is hereinafter defined)), as successor-in-interest to Phase I LLC (successor-in-interest to LVSI), in its capacity as the owner of the Phase II Land (as hereinafter defi
AMENDED AND RESTATED INTERCREDITOR AGREEMENT THE BANK OF NOVA SCOTIA as Bank Agent U.S. BANK NATIONAL ASSOCIATION as Mortgage Notes Indenture Trustee and THE BANK OF NOVA SCOTIA as Intercreditor Agent August 20, 2004Intercreditor Agreement • September 3rd, 2004 • Las Vegas Sands Corp • New York
THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, supplemented, amended and restated or otherwise modified, the "Agreement"), dated as of August 20, 2004 (the "Effective Date"), is entered into by and among THE BANK OF NOVA SCOTIA, a Canadian chartered bank ("Scotiabank"), as the Administrative Agent acting on behalf of itself and the Bank Lenders pursuant to the Bank Credit Agreement (in such capacity, the "Bank Agent"), U.S. BANK NATIONAL ASSOCIATION, a national banking association in its capacity as Trustee under the Mortgage Notes Indenture (in such capacity, the "Mortgage Notes Indenture Trustee"), and SCOTIABANK, as Intercreditor Agent hereunder and under the Related Collateral Agreements (in such capacity, the "Intercreditor Agent"). This Agreement amends and restates in its entirety that certain Intercreditor Agreement, dated as of June 4, 2002 (the "Existing Intercreditor Agreement"), by and among Scotia Bank, as administrative agent under the existing credit faci
SUBSIDIARY GUARANTYSubsidiary Guaranty • September 3rd, 2004 • Las Vegas Sands Corp • New York
This SUBSIDIARY GUARANTY (as amended, supplemented, amended and restated or otherwise modified from time to time, this "Guaranty"), dated as of August 20, 2004, is made by each Subsidiary of Las Vegas Sands, Inc., a Nevada corporation ("LVSI"), required from time to time to become party hereto (each individually, a "Guarantor" and, collectively, the "Guarantors"), in favor of and for the benefit of THE BANK OF NOVA SCOTIA, as administrative agent (together with its successor(s) thereto in such capacity, the "Administrative Agent") for each of the Secured Parties.
HOLDING ACCOUNT AGREEMENTHolding Account Agreement • September 3rd, 2004 • Las Vegas Sands Corp • New York
This HOLDING ACCOUNT AGREEMENT (this "Agreement") is dated as of August 20, 2004, and entered into by and among LAS VEGAS SANDS, INC., a Nevada corporation ("LVSI"), VENETIAN CASINO RESORT, LLC, a Nevada limited liability company ("VCR" and jointly and severally with LVSI, "Pledgor"), THE BANK OF NOVA SCOTIA, as custodian and in its capacity as a "securities intermediary" as defined in Section 8-102 of the UCC and a "bank" as defined in Section 9-102 of the UCC (in such capacities, the "Financial Institution"), and THE BANK OF NOVA SCOTIA, a Canadian chartered bank, in its capacity as the Intercreditor Agent under the Intercreditor Agreement (as defined below) (in such capacity, "Intercreditor Agent") for and on behalf of (i) each Bank Secured Party (as defined below), (ii) U.S. Bank National Association, a national banking association, as the trustee (the "Mortgage Notes Indenture Trustee") for and on behalf of the Mortgage Note Holders (individually, each a "Mortgage Note Secured Par
