LVS 10-K Annual Report Dec. 31, 2017 | Alphaminr
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LVS 10-K Fiscal year ended Dec. 31, 2017

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LAS VEGAS SANDS CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1AItem 1B. Unresolved Staff CommentsItem 1BItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 7AItem 8. Financial Statements and Supplementary DataNote 1 Organization and Business Of CompanyNote 2 Summary Of Significant Accounting PoliciesNote 3 Accounts Receivable, NetNote 4 Property and Equipment, NetNote 5 Leasehold Interests in Land, NetNote 6 Intangible Assets, NetNote 7 Other Accrued LiabilitiesNote 8 Long-term DebtNote 9 EquityNote 10 Income TaxesNote 11 Fair Value MeasurementsNote 12 Mall ActivitiesNote 13 Commitments and ContingenciesNote 14 Stock-based Employee CompensationNote 15 Employee Benefit PlansNote 16 Related Party TransactionsNote 17 Segment InformationNote 18 Selected Quarterly Financial Results (unaudited)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9AItem 9B. Other InformationItem 9BPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 10Item 11. Executive CompensationItem 11Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 12Item 13. Certain Relationships and Related Transactions, and Director IndependenceItem 13Item 14. Principal Accountant Fees and ServicesItem 14Part IVItem 15. Exhibits and Financial Statement SchedulesItem 15Item 16. Form 10-k SummaryItem 16

Exhibits

3.1 Certificate of Amended and Restated Articles of Incorporation of Las Vegas Sands Corp. (incorporated by reference from Exhibit3.1 to the Company's Amendment No.2 to Registration Statement on FormS-1 (File No.333-118827) filed on November22, 2004). 3.2 Amended and Restated By-laws of Las Vegas Sands Corp. (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2013 and filed on February 28, 2014). 4.1 Form of Specimen Common Stock Certificate of Las Vegas Sands Corp. (incorporated by reference from Exhibit4.1 to the Company's Amendment No.2 to Registration Statement on Form S-1 (File No.333-118827) filed on November22, 2004). 10.1 Amendment and Restatement Agreement dated as of December19, 2013, to the Amended and Restated Credit and Guaranty Agreement dated as of August18, 2010 among Las Vegas Sands, LLC, the Guarantors party thereto, the Lenders party thereto and The Bank of Nova Scotia (including as ExhibitA thereto the Second Amended and Restated Credit and Guaranty Agreement dated as of December19, 2013 among Las Vegas Sands, LLC, the Guarantors party thereto, the lenders party thereto, The Bank of Nova Scotia, Barclays Bank PLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp., Goldman Sachs Bank USA, Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland plc and Sumitomo Mitsui Banking Corporation) (incorporated by reference from Exhibit10.2 to the Company's Annual Report on Form10-K (File No. 001-32373) for the year ended December31, 2013 and filed on February 28, 2014). 10.2 Second Amended and Restated Security Agreement, dated as of December19, 2013, between each of the parties named as a grantor therein and The Bank of Nova Scotia, as collateral agent for the secured parties, as defined therein (incorporated by reference from Exhibit10.3 to the Company's Annual Report on Form10-K (File No. 001-32373) for the year ended December31, 2013 and filed on February 28, 2014). 10.3 First Amendment, dated as of May 2, 2016, to the Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013, among Las Vegas Sands, LLC, the Guarantors party thereto, the Lenders party thereto and The Bank of Nova Scotia, as administrative agent for the Lenders and as collateral agent (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2016 and filed on August 5, 2016). 10.4 Second Amendment, dated as of August 12, 2016, to the Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013, among Las Vegas Sands, LLC, the Guarantors party thereto, the Lenders party thereto and The Bank of Nova Scotia, as administrative agent for the Lenders and as collateral agent (incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2016 and filed on November 4, 2016). 10.5 Third Amendment, dated as of December 27, 2016, to the Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013, among Las Vegas Sands, LLC, the Guarantors party thereto, the Lenders party thereto and The Bank of Nova Scotia, as administrative agent for the Lenders and as collateral agent (incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2016 and filed on February 24, 2017). 10.6 Fourth Amendment, dated as of March 29, 2017, to the Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013, among Las Vegas Sands, LLC, the Guarantors party thereto, the Lenders party thereto and The Bank of Nova Scotia, as administrative agent for the Lenders and as collateral agent (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2017 and filed on May 5, 2017). 10.7 Amendment and Restatement Agreement dated as of March 25, 2014, among VML US Finance LLC, as Borrower, Guarantors Party Hereto, Lender Party Hereto and Bank of China Limited, Macau Branch, as Administrative Agent and Collateral Agent (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2014 and filed on May 7, 2014). 10.8 Joinder Agreement, dated as of April 10, 2015, to the Amended and Restated Credit Agreement dated March 31, 2014 among VML US Finance LLC, as Borrower, Lender Party Hereto and Bank of China Limited, Macau Branch, as Administrative Agent (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2015 and filed on May 7, 2015). 10.9 Amendment and Restatement Agreement, dated as of June 30, 2016, among VML US Finance LLC, as Borrower, Guarantors Party Hereto, Lenders Party Hereto and Bank of China Limited, Macau Branch, as Administrative Agent and Collateral Agent (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2016 and filed on November 4, 2016). 10.10 Credit Agreement, dated as of September21, 2011, entered into by and among VML US Finance LLC, Venetian Macau Limited, the financial institutions listed on the signature pages thereto as Lenders, Bank of China Limited, Macau Branch ("BOC"), as administrative agent for the Lenders, Goldman Sachs (Asia) L.L.C., Goldman Sachs Lending Partners LLC, Bank of America, N.A., BOC, Barclays Capital, BNP Paribas Hong Kong Branch, Citigroup Global Markets Asia Limited, Citibank, N.A. Hong Kong Branch, Commerzbank AG, Credit Agricole Corporate and Investment Bank, Credit Suisse Securities (USA)LLC, Credit Suisse AG, Singapore Branch, Industrial and Commercial Bank of China (Macau) Limited, ING Capital L.L.C. and ING Bank NV, Singapore Bank, Sumitomo Mitsui Banking Corporation, UBS Securities LLC and United Overseas Bank Limited, as global coordinators and bookrunners for the Term Loan Facility and Revolving Credit Facility and as co-syndication agents for the Term Loan Lenders and Revolving Loan Lenders and Banco Nacional Ultramarino, S.A., DBS Bank Ltd., Oversea-Chinese Banking Corporation Limited, The Bank of Nova Scotia and Wing Lung Bank Ltd., Macau Branch, as lead arrangers for the Term Loan Facility and Revolving Credit Facility (incorporated by reference from Exhibit10.1 to the Company's Quarterly Report on Form10-Q (File No.001-32373) for the quarter ended September30, 2011 and filed on November9, 2011). 10.11 Credit Agreement, dated as of May17, 2010, by and among Venetian Orient Limited, the financial institutions listed as Lenders on the signature pages thereto, The Bank of Nova Scotia, as Administrative Agent, Goldman Sachs Lending Partners LLC, BNP Paribas, Hong Kong Branch, Citibank, N.A., Citigroup Financial Services Limited and Citibank, N.A., Hong Kong Branch, UBS AG Hong Kong Branch, Barclays Capital, The Investment Banking Division of Barclays PLC, Bank of China Limited, Macau Branch ("BOC"), and Industrial and Commercial Bank of China (Macau) Limited ("ICBC"), as Global Coordinators and Bookrunners, and, with the exception of BOC and ICBC, as co-syndication agents for the enders, and Banco Nacional Ultramarino, S.A., DBS Bank Ltd. and Oversea-Chinese Banking Corporation Limited, as Mandated Lead Arrangers and Bookrunners (incorporated by reference from Exhibit10.1 to the Company's Quarterly Report on Form10-Q (File No.001-32373) for the quarter ended June30, 2010 and filed on August9, 2010). 10.12 Sponsor Agreement, dated as of May17, 2010, by and between Sands China Ltd., The Bank of Nova Scotia, as administrative agent, and Bank of China Limited, Macau Branch, as the collateral agent (incorporated by reference from Exhibit10.2 to the Company's Quarterly Report on Form10-Q (File No.001-32373) for the quarter ended June30, 2010 and filed on August9, 2010). 10.13 Guaranty, dated as of May17, 2010, is made by Sands China Ltd., and each Subsidiary of Sands China Ltd. Required from time to time to become party hereto pursuant to the Credit Agreement, in favor of and for the benefit of The Bank of Nova Scotia, as administrative agent (incorporated by reference from Exhibit10.3 to the Company's Quarterly Report on Form10-Q (File No.001-32373) for the quarter ended June30, 2010 and filed on August9, 2010). 10.14 Amendment and Restatement Agreement dated as of August29, 2014, to the Facility Agreement, dated as of June 25, 2012 (as amended by an amendment agreement dated November 20, 2013), among Marina Bay Sands Pte. Ltd., as borrower, various lenders party thereto, DBS Bank Ltd. ("DBS"), Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited and Malayan Banking Berhad, Singapore Branch, as global coordinators, DBS, as agent and security trustee, and DBS, Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited, Malayan Banking Berhad, Singapore Branch, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation and CIMB Bank Berhad, Singapore Branch, as mandated lead arrangers (including as Schedule 3 thereto, the Form of Amended and Restated Facility Agreement) (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2014 and filed on November 5, 2014). 10.15 Facility Agreement, dated as of June 25, 2012, among Marina Bay Sands Pte. Ltd., as borrower, DBS Bank Ltd., Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited and Malayan Banking Berhad, Singapore Branch, as global coordinators, DBS Bank Ltd., as agent for the finance parties and security trustee for the secured parties and certain other lenders party thereto (incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended June30, 2012 and filed on August9, 2012). 10.18 Addendum to Sands Resort Hotel and Casino Agreement, dated as of September16, 1997, by and between Clark County and Las Vegas Sands, Inc. (incorporated by reference from Exhibit10.20 to the Company's Amendment No.1 to Registration Statement on FormS-1 (File No.333-118827) dated October25, 2004). 10.19 Improvement Phasing Agreement by and between Clark County and Lido Casino Resort, LLC (incorporated by reference from Exhibit10.21 to the Company's Amendment No.1 to Registration Statement on FormS-1 (File No.333-118827) dated October25, 2004). 10.20 Concession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macao Special Administrative Region, June 26, 2002, by and among the Macao Special Administrative Region and Galaxy Casino Company Limited (incorporated by reference from Exhibit10.40 to Las Vegas Sands, Inc.'s Form10-K (File No.333-42147) for the year ended December31, 2002 and filed on March31, 2003). 10.21 Subconcession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macao Special Administrative Region, dated December19, 2002, between Galaxy Casino Company Limited, as concessionaire, and Venetian Macau S.A., as subconcessionaire (incorporated by reference from Exhibit10.65 to the Company's Amendment No.5 to Registration Statement on FormS-1 (File No. 333-118827) dated December10, 2004). 10.22 Land Concession Agreement, dated as of December10, 2003, relating to the Sands Macao between the Macao Special Administrative Region and Venetian Macau Limited (incorporated by reference from Exhibit 10.39 to the Company's Amendment No.1 to Registration Statement on FormS-1 (File No.333-118827) dated October25, 2004). 10.23 Amendment, published on April22, 2008, to Land Concession Agreement, dated as of December10, 2003, relating to the Sands Macao between the Macau Special Administrative Region and Venetian Macau Limited (incorporated by reference from Exhibit10.3 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended March31, 2008 and filed on May9, 2008). 10.24 Land Concession Agreement, dated as of February23, 2007, relating to the Venetian Macao, Four Seasons Macao and Site 3 among the Macau Special Administrative Region, Venetian Cotai Limited and Venetian Macau Limited (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended March31, 2007 and filed on May10, 2007). 10.25 Amendment published on October28, 2008, to Land Concession Agreement between Macau Special Administrative Region and Venetian Cotai Limited (incorporated by reference from Exhibit10.5 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended September30, 2008 and filed on November10, 2008). 10.26 Development Agreement, dated August23, 2006, between the Singapore Tourism Board and Marina Bay Sands Pte. Ltd. (incorporated by reference from Exhibit10.3 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended September30, 2006 and filed on November9, 2006). 10.27 Supplement to Development Agreement, dated December11, 2009, by and between Singapore Tourism Board and Marina Bay Sands PTE. LTD (incorporated by reference from Exhibit10.76 to the Company's Annual Report on Form10-K (File No. 001-32373) for the year ended December31, 2009 and filed on March1, 2010). 10.30 Energy Services Agreement Amendment No.2, dated as of July1, 2006, by and between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit10.77 to the Company's Annual Report on Form10-K (File No. 001-32373) for the year ended December31, 2006 and filed on February28, 2007). 10.31 Energy Services Agreement Amendment No.3 dated as of February10, 2009, by and between Trigen-Las Vegas Energy Company, LLC f/k/a Atlantic Pacific Las Vegas, LLC, Venetian Casino Resort, LLC Grand Canal Shops II, LLC and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit10.34 to the Company's Annual Report on Form10-K (File No. 001-32373) for year ended December31, 2010 and filed on March1, 2011). 10.32 Energy Services Agreement, dated as of November14, 1997, by and between Atlantic-Pacific Las Vegas, LLC and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit10.8 to Amendment No.1 of the Company's Registration Statement on Form S-1 (File No.333-118827) dated October25, 2004). 10.33 Energy Services Agreement Amendment No.1, dated as of July1, 1999, by and between Atlantic-Pacific Las Vegas, LLC and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit10.9 to the Company's Amendment No.1 to Registration Statement on Form S-1 (File No.333-118827) dated October25, 2004). 10.35 Assignment and Assumption Agreement, dated as of November8, 2004, by and among Las Vegas Sands, Inc., Venetian Casino Resort, LLC, Interface Group Holding Company, Inc., Interface Group-Nevada, Inc., Interface Operations LLC, Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc. and certain subsidiaries of Venetian Casino Resort, LLC named therein (incorporated by reference from Exhibit10.52 to the Company's Amendment No.2 to Registration Statement on FormS-1 (File No.333-118827) dated November22, 2004). 10.36 Fourth Amended and Restated Reciprocal Easement, Use and Operating Agreement, dated as of February29, 2008, by and among Interface Group Nevada, Inc., Grand Canal Shops II, LLC, Phase II Mall Subsidiary, LLC, Venetian Casino Resort, LLC, and Palazzo Condo Tower, LLC (incorporated by reference from Exhibit10.1 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended March31, 2008 and filed on May9, 2008). 10.37+ Las Vegas Sands Corp. 2004 Equity Award Plan (Amended and Restated) (incorporated by reference from Exhibit10.1 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended June 30, 2014 and filed on August 7, 2014). 10.38+ Form of Director Restricted Stock Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit10.2 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended June 30, 2014 and filed on August 7, 2014). 10.39+ Form of Restricted Stock Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2014 and filed on August 7, 2014). 10.40+ Form of Restricted Stock Award Agreements under the 2004 Equity Award Plan (incorporated by reference from Exhibit10.70 to the Company's Amendment No.4 to Registration Statement on FormS-1 (File No.333-118827) dated December8, 2004). 10.41+ Form of Restricted Stock Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit10.48 to the Company's Annual Report on Form10-K (File No. 001-32373) for year ended December31, 2010 and filed on March1, 2011). 10.42+ Form of Nonqualified Stock Option Agreements under the 2004 Equity Award Plan (incorporated by reference from Exhibit10.71 to the Company's Amendment No.4 to Registration Statement on FormS-1 (File No.333-118827) dated December8, 2004). 10.43+ Form of Nonqualified Stock Option Agreement under the Company's 2004 Equity Award Plan (incorporated by reference from Exhibit10.2 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended June30, 2009 and filed August7, 2009). 10.44+ Form of Nonqualified Stock Option Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit10.51 to the Company's Annual Report on Form10-K (File No. 001-32373) for the year ended December31, 2010 and filed on March1, 2011). 10.45+ Las Vegas Sands Corp. Amended and Restated Executive Cash Incentive Plan (incorporated by reference from Exhibit10.3 to the Company's Quarterly Report on Form10-Q (File No. 001-32373 for the quarter ended June 30, 2016 and filed on August 5, 2016). 10.46+ Form of Director Restricted Stock Units Award Agreement under the Company's 2004 Equity Award Plan (incorporated by reference from Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2014 and filed on August 7, 2014). 10.47+ Form of Restricted Stock Award Agreement (incorporated by reference from Exhibit10.1 to the Company's Current Report on Form8-K (File No. 001-32373) filed on February9, 2007). 10.48 Settlement Agreement, date as of June 24, 2011, by and among Venetian Casino Resort, LLC, Phase II Mall Holding, LLC, GGP Limited Partnership, The Shoppes at the Palazzo, LLC (f/k/a Phase II Mall Subsidiary, LLC) and Grand Canal Shops II, LLC (incorporated by reference from Exhibit10.63 to the Company's Annual Report on Form10-K (File No. 001-32373) for the year ended December31, 2011 and filed on February28, 2012). 10.51 Assignment and Assumption of Agreement and First Amendment to Agreement, dated September30, 2004, made by Lido Casino Resort, LLC, as assignor, to Phase II Mall Holding, LLC, as assignee, and to GGP Limited Partnership, as buyer (incorporated by reference from Exhibit10.60 to the Company's Amendment No.1 to Registration Statement on FormS- 1 (File No.333-118827) dated October25, 2004). 10.52 Second Amendment, dated as of January31, 2008, to Agreement dated as of April12, 2004 and amended as of September30, 2004, by and among Venetian Casino Resort, LLC, as successor-by-merger to Lido Casino Resort, LLC, Phase II Mall Holding, LLC, as successor-in-interest to Lido Casino Resort, LLC, and GGP Limited Partnership (incorporated by reference from Exhibit10.2 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended March31, 2008 and filed on May9, 2008). 10.53 Second Amended and Restated Registration Rights Agreement, dated as of November14, 2008, by and among Las Vegas Sands Corp., Dr. Miriam Adelson and the other Adelson Holders (as defined therein) that are party to the agreement from time to time (incorporated by reference from Exhibit10.2 to the Company's Current Report on Form8-K (File No. 001-32373) filed on November14, 2008). 10.54 Investor Rights Agreement, dated as of September30, 2008, by and between Las Vegas Sands Corp. and the Investor named therein (incorporated by reference from Exhibit10.3 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended September30, 2008 and filed on November10, 2008). 10.55 Agreement, dated as of July8, 2004, by and between Sheldon G. Adelson and Las Vegas Sands, Inc. (incorporated by reference from Exhibit10.47 to the Company's Registration Statement on FormS-1 (File No.333-118827) dated September3, 2004). 10.56 Venetian Hotel Service Agreement, dated as of June28, 2001, by and between Venetian Casino Resort, LLC and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention Center (incorporated by reference from Exhibit10.49 to the Company's Amendment No.2 to Registration Statement on FormS-1 (File No. 333-118827) dated November22, 2004). 10.57 First Amendment to Venetian Hotel Service Agreement, dated as of June28, 2004, by and between Venetian Casino Resort, LLC and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention Center (incorporated by reference from Exhibit10.50 to the Company's Registration Statement on FormS-1 (File No.333-118827) dated September3, 2004). 10.58 Tax Indemnification Agreement, dated as of December17, 2004, by and among Las Vegas Sands Corp., Las Vegas Sands, Inc. and the stockholders named therein (incorporated by reference from Exhibit 10.56 to the Company's Current Report on Form8-K (File No. 001-32373) filed on April 4, 2005). 10.59 Aircraft Time Sharing Agreement, dated as of November6, 2009 and effective as of January1, 2009, between Las Vegas Sands Corp. and Interface Operations, LLC (incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form10-Q for the quarter ended September30, 2009 and filed on November9, 2009). 10.60 Aircraft Time Sharing Agreement, dated as of November6, 2009 and effective as of January1, 2009, between Interface Operations, LLC and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended September30, 2009 and filed on November9, 2009). 10.61 Aircraft Cost Sharing Agreement, dated as of November6, 2009 and effective as of January1, 2009, between Las Vegas Sands Corp. and Interface Operations, LLC (incorporated by reference from Exhibit 10.4 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended September30, 2009 and filed on November9, 2009). 10.62 Aircraft Cost Sharing Agreement, dated as of November6, 2009 and effective as of January1, 2009, between Interface Operations, LLC and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.5 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended September30, 2009 and filed on November9, 2009). 10.63 Aircraft Cost Allocation Agreement, dated as of November6, 2009 and effective as of January1, 2009, between Interface Operations Bermuda, LTD and Las Vegas Sands Corp. (incorporated by reference from Exhibit10.6 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended September30, 2009 and filed on November9, 2009). 10.64 Aircraft Time Share Agreement, dated as of May23, 2007, by and between Interface Operations LLC and Las Vegas Sands Corp. (incorporated by reference from Exhibit10.2 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended June30, 2007 and filed on August9, 2007). 10.65 Aircraft Time Sharing Agreement, dated as of January1, 2005, by and between Interface Operations LLC and Las Vegas Sands Corp. (incorporated by reference from Exhibit10.3 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended September30, 2005 and filed November14, 2005). 10.66 Aircraft Time Sharing Agreement, dated as of June18, 2004, by and between Interface Operations LLC and Las Vegas Sands, Inc. (incorporated by reference from Exhibit10.48 to the Company's Amendment No. 1 to Registration Statement on FormS-1 (File No.333-118827) dated October25, 2004). 10.67 Aircraft Time Sharing Agreement dated as of April14, 2011, between Las Vegas Sands Corp. and Interface Operations, LLC (incorporated by reference from Exhibit10.1 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended June30, 2011). 10.68+ Form of Restricted Stock Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit10.82 to the Company's Annual Report on Form10-K (File No. 001-32373) for year ended December31, 2010 and filed on March1, 2011). 10.69+ Form of Restricted Stock Award agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit10.86 to the Company's Annual Report on Form10-K (File No. 001-32373) for the year ended December31, 2011 and filed on February28, 2012). 10.70+ Form of Restricted Stock Units Award agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit10.87 to the Company's Annual Report on Form10-K (File No. 001-32373) for the year ended December31, 2011 and filed on February28, 2012). 10.71+ Terms of Continued Employment, dated December 9, 2014, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Robert G. Goldstein (incorporated by reference from Exhibit10.81 to the Company's Annual Report on Form10-K (File No. 001-32373) for the year ended December31, 2014 and filed on February 27, 2015). 10.72+ Las Vegas Sands Corp. Non-Employee Director Deferred Compensation Plan (incorporated by reference from Exhibit10.88 to the Company's Annual Report on Form10-K (File No. 001-32373) for the year ended December31, 2011 and filed on February28, 2012). 10.73+ Form of Director Restricted Stock Units Award Agreement (with deferred settlement) under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2014 and filed on August 7, 2014). 10.74+ Form of Restricted Stock Units Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2014 and filed on August 7, 2014). 10.75+ Terms of Continued Employment, dated March 28, 2016, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Patrick Dumont (incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2016 and filed on May 6, 2016). 10.76+ Employment Agreement, dated August 23, 2016, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Lawrence A. Jacobs (incorporated by reference from Exhibit10.1 to the Company's Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended June 30, 2017 and filed on August 4, 2017). 10.77+ Amended & Restated Employment Agreement among Las Vegas Sands Corp., Las Vegas Sands, LLC and Sheldon G. Adelson, effective as of January 1, 2017 (incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-K (File No. 001-32373) filed on September 7, 2017). 21.1* Subsidiaries of Las Vegas Sands Corp. 23.1* Consent of Deloitte & Touche LLP. 31.1* Certification of the Chief Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Chief Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32.1++ Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.2++ Certification of Chief Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.