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LAS VEGAS-Three subsidiaries of Las Vegas Sands Corp.–Venetian Macau Limited, Venetian Cotai Limited and VML US Finance LLC–have amended their $2.5-billion credit agreement. The amendment allows the funds to be used more broadly than in the past. The agreement is with the Bank of Nova Scotia (administrative agent), Banco Nacional Ultramarino SA and Sumitomo Mitsui Banking Corp. (as co-documentation agents), and Goldman Sachs Credit Partners LP, Lehman Brothers Inc. and Citigroup Global Markets Inc. (as co-syndication agents, joint lead arrangers and joint bookrunners).

The amendment amends allows the proceeds of the term B funded loans, term B delayed draw loans and any new term loans or new revolving loans incurred under the incremental facility to be used for working capital and general corporate purposes of the loan parties or to make other investments or payments permitted under the agreement, in addition to funding project costs. The amended credit agreement also expands the loan parties’ ability to make certain investments in other projects owned by excluded subsidiaries.

As part of the amendment, the permitted investment carve-out for investments to fund construction and development project costs for resort projects on sites 5 and 6 on the “Cotai Strip” has been increased from $500 million to $800 million (less certain amounts drawn under the Disbursement Agreement and certain other investments in excluded subsidiaries). In addition, the loan parties may loan up to $200 million of the $800 million described above to excluded subsidiaries to develop other resort projects to be located on sites 3, 7 and 8 on the Cotai Strip.

The amended credit agreement also allows the borrower to utilize the full $800 million of the incremental facility without having to comply with certain conditions precedent. It also permits the loan parties, subject to certain conditions, to invest up to $175 million in the form of loans to affiliates or to alternatively guarantee up to $175 million of indebtedness incurred by such affiliates, in either case, for the purposes of financing the acquisition and/or equipping of ferry vessels to provide ferry service to and from Macau.

The amended agreement also contemplates a reduction of the interest rate margins for all classes of loans under the agreement and amends the disbursement agreement to increase the amount that the loan parties are permitted to spend on project costs from $450 million to $900 million and on land concession premium payments from $50 million to $112 million prior to satisfying all of the conditions precedent to obtaining standard advances under disbursement agreement.

In addition, amended agreement permits the loan parties to spend an additional $400 million on project costs (increased from $250 million) prior to satisfying all of the conditions precedent to obtaining standard advances under the disbursement agreement which, if utilized, reduces the amount that may be invested by the loan parties in excluded subsidiaries to fund project costs for sites 5 and 6 on a dollar-for-dollar basis.

The amended agreement also increases the sub-limit that the loan parties are permitted to spend on project costs for the Four Seasons Macao from $100 million to $200 million prior to satisfying all of the conditions precedent to obtaining standard advances under the disbursement agreement for such a project. The agreement also delete certain conditions precedent to obtaining advances to fund project costs for the Venetian Macao Resort Hotel, the Four Seasons Macao and other secondary projects on the Cotai Strip.

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