0000950153-06-002124 Sample Contracts

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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DISBURSEMENT AGREEMENT among VML US FINANCE LLC, VENETIAN COTAI LIMITED, VENETIAN MACAU LIMITED, and ANY ADDITIONAL COTAI SUBSIDIARY PARTY HERETO, jointly and severally as the Company, THE BANK OF NOVA SCOTIA, as the Bank Agent, and THE BANK OF NOVA...
Disbursement Agreement • August 9th, 2006 • Las Vegas Sands Corp • Hotels & motels • New York

THIS DISBURSEMENT AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of May 25, 2006, is entered into by and among VML US FINANCE LLC, a Delaware limited liability company (the “Borrower”), VENETIAN COTAI LIMITED, a corporation organized under the laws of the Macau Special Administrative Region of the People’s Republic of China (“Cotai Subsidiary”), VENETIAN MACAU LIMITED, a corporation organized under the laws of the Macau Special Administrative Region of the People’s Republic of China (“VML” and, jointly and severally with the Borrower, Cotai Subsidiary and any Additional Cotai Subsidiary from time to time party hereto, the “Company”), THE BANK OF NOVA SCOTIA, as the initial Disbursement Agent, and THE BANK OF NOVA SCOTIA, as the initial Bank Agent.

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • August 9th, 2006 • Las Vegas Sands Corp • Hotels & motels

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, LLC, a Nevada limited liability company and wholly-owned subsidiary of LVSC (together with LVSC, the “Company”) and Scott D. Henry (“Executive”) is dated as of June 20, 2006 and effective as of June 8, 2006 (the “Effective Date”).

CREDIT AGREEMENT DATED AS OF MAY 25, 2006 AMONG VML US FINANCE LLC, as the Borrower, VENETIAN MACAU LIMITED, as the Company, THE LENDERS LISTED HEREIN, as Lenders, GOLDMAN SACHS CREDIT PARTNERS L.P., LEHMAN BROTHERS INC., and CITIGROUP GLOBAL MARKETS,...
Credit Agreement • August 9th, 2006 • Las Vegas Sands Corp • Hotels & motels • New York

This CREDIT AGREEMENT is dated as of May 25, 2006 and entered into by and among VML US FINANCE LLC a Delaware limited liability company (the “Borrower”), VENETIAN MACAU LIMITED, a Macau corporation (the “Company”), 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”), BANCO NACIONAL ULTRAMARINO, S.A. (“BNU”) and SUMITOMO MITSUI BANKING CORPORATION (“Sumitomo”) as co-documentation agents for the Lenders (in such capacity, the “Co-Documentation Agents”), and GOLDMAN SACHS CREDIT PARTNERS L.P. (“Goldman”), LEHMAN BROTHERS INC. (“Lehman Brothers”), and CITIGROUP GLOBAL MARKETS, INC. (“Citi”) as co-syndication agents for the Lenders (in such capacity, the “Co-Syndication Agents”), and Joint Lead Arrangers and Joint Bookrunners (in such capacity, the “Arrangers”).

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