EMPLOYMENT AGREEMENTEmployment Agreement • November 22nd, 2004 • Las Vegas Sands Corp • Hotels & motels • Nevada
THIS EMPLOYMENT AGREEMENT among Las Vegas Sands Corp., a Nevada corporation (“LVSC”), Las Vegas Sands, Inc., a Nevada corporation and wholly-owned subsidiary of LVSC (“LVSI” and together with LVSC, the “Company”) and Sheldon G. Adelson (“Executive”) is made as of November 18, 2004 and shall be effective as of the effective date of the first initial public offering (the “IPO”) of the “Shares” (as defined herein) on a nationally recognized stock exchange (the “Effective Date”).
VENETIAN HOTEL SERVICE AGREEMENTVenetian Hotel 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").
DISBURSEMENT COLLATERAL ACCOUNT AGREEMENTDisbursement Collateral Account Agreement • November 22nd, 2004 • Las Vegas Sands Corp • Hotels & motels • New York
This DISBURSEMENT COLLATERAL ACCOUNT AGREEMENT (this “Agreement”) is dated as of September 30, 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”), LIDO CASINO RESORT, LLC, a Nevada limited liability company (“LCR”, and jointly and severally with LVSI and VCR, “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 Intercreditor Agent (as defined below), (ii) U.S. Bank National Association, a national banking association, as the trustee (the “Mortgage Notes Indenture Tr
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • November 22nd, 2004 • Las Vegas Sands Corp • Hotels & motels
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 30, 2004, among Lido Casino Resort, LLC, a Nevada limited liability company (the “Guaranteeing Subsidiary”) and 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”).
Underwriting AgreementUnderwriting Agreement • November 22nd, 2004 • Las Vegas Sands Corp • Hotels & motels • New York
Las Vegas Sands Corp., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [_____] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [_____] additional shares (the “Optional Shares”) of its common stock, par value $0.001 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
FIRST AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • November 22nd, 2004 • Las Vegas Sands Corp • Hotels & motels • Nevada
This FIRST AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT (this “First Amendment”), dated as of September 30, 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 the Security Agreement (as defined below) (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
SUPPLEMENT TO SECURITY AGREEMENTSupplement to Security Agreement • November 22nd, 2004 • Las Vegas Sands Corp • Hotels & motels
This SUPPLEMENT, dated as of September 30, 2004 (this “Supplement”), is to the Amended and Restated Security Agreement, dated as of August 20, 2004 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Security Agreement”), among the Debtors (such capitalized term, and other terms used in this Supplement, to have the meanings set forth in the Security Agreement) from time to time party thereto, in favor of The Bank of Nova Scotia (“Scotiabank”), as intercreditor agent (together with its successor(s) thereto in such capacity, the “Intercreditor Agent”) for each of the Secured Parties.
TRANSLATION]Las Vegas Sands Corp • November 22nd, 2004 • 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.
TAX INDEMNIFICATION AGREEMENTTax Indemnification Agreement • November 22nd, 2004 • Las Vegas Sands Corp • Hotels & motels • New York
TAX INDEMNIFICATION AGREEMENT, dated as of December ___, 2004 and effective as of the closing of the Restructuring (as defined herein) (the “Agreement”), among Las Vegas Sands, Inc., a Nevada corporation (the “Company”), the persons listed on Schedule A attached hereto (individually, a “Stockholder” and, collectively, the “Stockholders”), and, solely for purposes of being bound by Section 3.1 hereof, Las Vegas Sands Corp, a Nevada corporation (“Holdco”), the Venetian Casino Resort, LLC (the “Venetian”), and Interface Group Holding Company, Inc. (“Interface”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 22nd, 2004 • Las Vegas Sands Corp • Hotels & motels • Nevada
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of November 8, 2004 by and among Las Vegas Sands, Inc., a Nevada corporation (“LVSI”), Interface Group Holding Company, Inc., a Nevada corporation (“Interface Holding”), Interface Group-Nevada, Inc., a Nevada corporation and an indirectly wholly-owned subsidiary of Interface Holding (together with Interface Holding, the “Assignors”), the parties listed on Schedule I hereto (collectively with LVSI and the Assignors, the “Existing Participants”) and Interface Operations LLC (the “Assignee”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 22nd, 2004 • Las Vegas Sands Corp • Hotels & motels
This Agreement and Plan of Merger is entered into by and among Las Vegas Sands, Inc., a Nevada corporation (“Surviving Entity”), Las Vegas Sands Mergerco, Inc., a Nevada corporation (“Merging Entity”), and Las Vegas Sands Corp., a Nevada corporation (“Holdco”), with respect to the following terms, and conditions;
AMENDMENT NO. 2 TO UNSECURED INDEMNITY AGREEMENTUnsecured Indemnity Agreement • November 22nd, 2004 • Las Vegas Sands Corp • Hotels & motels
THIS AMENDMENT NO. 2 TO UNSECURED INDEMNITY AGREEMENT (the “Agreement”) is entered into as of September 30, 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, as amended on August 20, 2004, by the Company to and for the benefit of the Mortgage Notes Indenture Trustee.
