0000950153-08-001965 Sample Contracts

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
Las Vegas Sands Corp • November 17th, 2008 • 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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OPERATING AGREEMENT OF LAS VEGAS SANDS, LLC, A NEVADA LIMITED LIABILITY COMPANY
Operating Agreement • November 17th, 2008 • Las Vegas Sands Corp • Hotels & motels • Nevada

THIS OPERATING AGREEMENT is made effective as of the 28 day of July, 2005, by and between Las Vegas Sands Corp., a Nevada corporation, as the sole member of Las Vegas Sands, LLC, a Nevada limited liability company (the “Company”), and the Company.

FIRST AMENDMENT TO THE OPERATING AGREEMENT OF LAS VEGAS SANDS, LLC
The Operating Agreement • November 17th, 2008 • Las Vegas Sands Corp • Hotels & motels • Nevada

First Amendment to the Operating Agreement, effective as of May 23, 2007, by and between Las Vegas Sands Corp. (“LVSC”), a Nevada corporation, as the sole member of Las Vegas Sands, LLC, a Nevada limited liability company (the “Company”), and the Company.

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