LVS 10-K Annual Report Dec. 31, 2020 | Alphaminr
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LVS 10-K Fiscal year ended Dec. 31, 2020

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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 LeasesNote 14 Commitments and ContingenciesNote 15 Stock-based Employee CompensationNote 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 Quarterly Report on Form10-Q (File No. 001-32373) for the quarter ended June 30, 2018 and filed on July 25, 2018). 3.2 Second Amended and Restated By-Laws of Las Vegas Sands Corp., as further amended effective October 20, 2020(incorporated by referencefromExhibit 3.1to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter endedSeptember30, 2020and filed onOctober23, 2020). 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). 4.2 Indenture, dated as of August 9, 2018, between SCL and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Companys Current Report on Form 8-K (File No. 001-32373) filed on August 10, 2018). 4.3 Forms of 4.600% Senior Notes due 2023, 5.125% Senior Notes due 2025 and 5.400% Senior Notes due 2028 (incorporated by reference from Exhibit 4.2 (included in Exhibit 4.1) to the Companys Current Report on Form 8-K (File No. 001-32373) filed on August 10, 2018). 4.4 Indenture, dated as of June 4, 2020, between SCL and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Companys current report on Form 8-K (File No. 001-32373) filed on June 5, 2020). 4.5 Forms of 3.800% Senior Notes due 2026 and 4.375% Senior Notes due 2030 (incorporated by reference from Exhibit 4.2 (included in Exhibit 4.1) to the Companys current report on Form 8-K (File No. 001-32373) filed on June 5, 2020). 4.6 Indenture, dated as of July31, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Companys Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019). 4.7 First Supplemental Indenture, dated as of July31, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, as trustee, relating to the 3.200% Notes due 2024 (incorporated by reference from Exhibit 4.2 to the Companys Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019). 4.8 Form of Las Vegas Sands Corp.s 3.200% Notes due 2024 (included in Exhibit 4.5 hereto) (incorporated by reference from Exhibit 4.3 to the Companys Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019). 4.9 Second Supplemental Indenture, dated as of July31, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, as trustee, relating to the 3.500% Notes due 2026 (incorporated by reference from Exhibit 4.4 to the Companys Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019). 4.10 Form of Las Vegas Sands Corp.s 3.500% Notes due 2026 (included in Exhibit 4.7 hereto) (incorporated by reference from Exhibit 4.5 to the Companys Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019). 4.11 Third Supplemental Indenture, dated as of July31, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, as trustee, relating to the 3.900% Notes due 2029 (incorporated by reference from Exhibit 4.6 to the Companys Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019). 4.12 Form of Las Vegas Sands Corp.s 3.900% Notes due 2029 (included in Exhibit 4.9 hereto) (incorporated by reference from Exhibit 4.7 to the Companys Current Report on Form 8-K (File No. 001-32373) filed on July 31, 2019). 4.13 Fourth Supplemental Indenture, dated as of November 25, 2019, between Las Vegas Sands Corp. and U.S. Bank National Association, as trustee, relating to the 2.900% Notes due 2025 (incorporated by reference from Exhibit 4.2 to the Company's Current Report on Form 8-K (File No. 001-32373) filed on November 25, 2019). 4.14 Form of Las Vegas Sands Corp.s 2.900% Notes due 2025 (included in Exhibit 4.11 hereto). (incorporated by reference from Exhibit 4.3 to the Company's Current Report on Form 8-K (File No. 001-32373) filed on November 25, 2019). 4.15 Description of Capital Stock (incorporated by reference from Exhibit 4.13 to the Company'sAnnual Report onForm 10-K (File No. 001-32373)for the year ended December 31, 2019 andfiled on February 7, 2020). 10.1 Facility Agreement dated November 20, 2018, among Sands China Limited, Bank of China Limited, Macau Branch, as agent, the arrangers listed therein and the original lenders listed therein (incorporated by reference from Exhibit 10.9 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2018 and filed on February 22, 2019). 10.2 Waiver and Amendment Request Letter, dated March 27, 2020, with respect to the Facility Agreement, dated as of November 20, 2018, by and among Sands China, as borrower, Bank of China Limited, Macau Branch, as agent, and the arrangers and lenders party thereto (incorporated by reference from Exhibit 10.1 to the Companys current report on Form 8-K (File No. 001-32373) filed on March 27, 2020). 10.3 Waiver Extension and Amendment Request Letter, dated September 11, 2020, with respect to the Facility Agreement, dated as of November 20, 2018 by and among Sands China, as borrower, Bank of China Limited, Macau Branch, as agent, and the arrangers and lenders party thereto (incorporated by reference from Exhibit 10.1 to the Companys current report on Form 8-K (File No. 001-32373) filed on September 11, 2020). 10.4 Revolving Credit Agreement, dated as of August 9, 2019, by and among Las Vegas Sands Corp., the Lenders from time to time party thereto and The Bank of Nova Scotia, as Administrative Agent and Issuing Bank (incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-K (File No. 001-32373) filed on August 12, 2019). 10.5 Amendment No. 1 to Revolving Credit Agreement, dated as of September 23, 2020, by and among Las Vegas Sands Corp., the Lenders from time to time party thereto and The Bank of Nova Scotia, as Administrative Agent (incorporated by reference from Exhibit 10.1 to the Companys current report on Form 8-K (File No. 001-32373) filed on September 23, 2020). 10.6 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). 10.7 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). 10.8 Second Amendment and Restatement Agreement dated as of March 19, 2018, to the Facility Agreement, dated as of June 25, 2012 (as amended by an amendment agreement dated November 20, 2013 and further amended and restated by an amendment and restatement agreement dated August 29, 2014), among Marina Bay Sands Pte. Ltd., as borrower, various lenders party thereto and DBS Bank Ltd. as agent and security trustee (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, 2018 and filed on April 27, 2018). 10.9 Third Amendment and Restatement Agreement, dated as of August 30, 2019, among Marina Bay Sands Pte. Ltd., as borrower, the various lenders party thereto and DBS Bank Ltd., as agent and security trustee and the other parties thereto (incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-K (File No. 001-32373) filed on September 4, 2019). 10.10 Amendment Letter, dated June 18, 2020, with respect to the facility agreement, originally dated as of June 25, 2012 (as amended, restated, amended and restated, supplemented and otherwise modified) among Marina Bay Sands Pte. Ltd., the lenders party thereto, DBS Bank Ltd., as the agent, and the other parties thereto (incorporated by reference from Exhibit 10.1 to the Companys current report on Form 8-K (File No. 001-32373) filed on June 19, 2020). 10.12 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). 10.13 Concession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macao Special Administrative Region, June 26, 2002, 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). 10.14 Amendment to Concession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macau Special Administrative Region, dated as of December 19, 2002, among the Macao Special Administrative Region and Galaxy Casino Company, Limited (incorporated by reference from Exhibit 10.16 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2018 and filed on February 22, 2019). 10.15 Subconcession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macau 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). 10.16 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). 10.17 Amendment, published on April23, 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). 10.18 Land Concession Agreement, dated as of April 10, 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). 10.19 Amendment published on October29, 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). 10.20 Amendment, published on June 5, 2013, to Land Concession Agreement between Macau Special Administrative Region and Venetian Cotai Limited (incorporated by reference from Exhibit 10.22 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2018 and filed on February 22, 2019). 10.21 Amendment, published on October 22, 2014, to Land Concession Agreement between Macau Special Administrative Region and Venetian Cotai Limited (incorporated by reference from Exhibit 10.23 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2018 and filed on February 22, 2019). 10.22 Land Concession Agreement, dated as of May 5, 2010, relating toThe Londoner Macaoamong the Macau Special Administrative Region, Venetian Orient Limited and Venetian Macau Limited (incorporated by reference from Exhibit 10.24 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2018 and filed on February 22, 2019). 10.23 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). 10.24 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). 10.25 Development Agreement, dated April 3, 2019, between the Singapore Tourism Board and Marina Bay Sands Pte. Ltd. (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the three and six months ended June 30, 2019 and filed on July 24, 2019). 10.28 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). 10.29 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). 10.30 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). 10.31 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). 10.33 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). 10.34 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). 10.35+ 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). 10.36+ Las Vegas Sands Corp. Amended and Restated 2004 Equity Award Plan (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-32373) filed on May 20, 2019). 10.37+ 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). 10.38+ Form of Director Restricted Stock Award Agreement 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 March 31, 2018 and filed on April 27, 2018). 10.39+ 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). 10.40+ 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). 10.41+ 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 February29, 2012). 10.42+ 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). 10.43+ Form of Restricted Stock 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 March 31, 2018 and filed on April 27, 2018). 10.44+ 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). 10.45+ 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). 10.46+ Form of Nonqualified Stock Option Agreement under the 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 March 31, 2018 and filed on April 27, 2018). 10.47+ Form of Director Nonqualified Stock Option 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 March 31, 2018 and filed on April 27, 2018). 10.48+ 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). 10.49+ Form of Director Restricted Stock Units Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, 2018). 10.50+ 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). 10.51+ Form of Director Restricted Stock Units Award Agreement under the 2004 Equity Award Plan (with deferred settlement) (incorporated by reference from Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, 2018). 10.52+ 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 February29, 2012). 10.53+ 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). 10.54+ Form of Restricted Stock Units Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, 2018). 10.55+ Las Vegas Sands Corp. Amended and Restated Executive Cash Incentive Plan (incorporated by reference from Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373 for the quarter ended June 30, 2018 and filed on July 25, 2018). 10.56 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 February29, 2012). 10.59 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). 10.60 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). 10.61 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). 10.62 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). 10.63 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). 10.64 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). 10.65 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). 10.66+ 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 February29, 2012). 10.67+ Amendment to Non-Employee Director Compensation Program Increase to Annual Cash Retainer (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the three and nine months ended September 30, 2019 and filed on October 25, 2019). 10.68+ 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). 10.69+ 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). 10.70+ First Amendment to Letter Agreement, dated November 20, 2018 between Robert G. Goldstein and Las Vegas Sands Corp. and Las Vegas Sands, LLC (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-32373) filed on November 20, 2018). 10.71+ 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). 10.72+ 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). 10.73+ First Amendment to Letter Agreement, dated October 9, 2018 between Lawrence A. Jacobs and Las Vegas Sands Corp. and Las Vegas Sands, LLC (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-32373) filed on October 10, 2018). 10.74+ Second Amendment to Letter Agreement, dated June 21, 2019 between Lawrence A. Jacobs and Las Vegas Sands Corp. and Las Vegas Sands, LLC (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-32373) filed on June 24, 2019). 10.75+ Employment Agreement, dated August 19, 2019, among Las Vegas Sands Corp., Las Vegas Sands, LLC and D. Zachary Hudson(incorporated by reference fromExhibit 10.2 to the Company'sQuarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2020 and filed on July 24, 2020). 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.