CONSTRUCTION LOAN AGREEMENT

Construction Loan Agreement

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This Construction Loan Agreement involves

LAS VEGAS SANDS INC | PHASE II MALL HOLDING, LLC | PHASE II MALL SUBSIDIARY, LLC, | THE BANK OF NOVA SCOTIA, | SUMITOMO MITSUI BANKING CORPORATION,

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Title: CONSTRUCTION LOAN AGREEMENT
Governing Law: New York Date: 11/18/2004
Law Firm: Paul, Weiss, Rifkind, Wharton & Garrison LLP; The Bank of Nova Scotia; Mayer, Brown, Rowe & Maw LLP

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Exhibit 4

Exhibit 4.1

Execution Copy

CONSTRUCTION LOAN AGREEMENT

DATED AS OF SEPTEMBER 30, 2004

AMONG

PHASE II MALL HOLDING, LLC

and

PHASE II MALL SUBSIDIARY, LLC,

as the Borrowers,

THE LENDERS LISTED HEREIN,

as the Lenders,

THE BANK OF NOVA SCOTIA,
as the Sole Lead Arranger and the Sole Bookrunner, and

SUMITOMO MITSUI BANKING CORPORATION,
as the Syndication Agent.

TABLE OF CONTENTS

1.	Definitions
	1.1	Certain Defined Terms
	1.2	Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement
	1.3	Other Definitional Provisions and Rules of Construction
2.	Amounts and Terms of Commitments and Loans
	2.1	Commitments; Making of Loans; the Register; Notes
	2.2	Interest on the Loans
	2.3	Fees
	2.4	Repayments, Prepayments and Reductions in Commitments; General Provisions Regarding Payments
	2.5	Use of Proceeds
	2.6	Special Provisions Governing Eurodollar Rate Loans
	2.7	Increased Costs; Taxes; Capital Adequacy
	2.8	Obligation of Lenders to Mitigate
	2.9	Obligations Joint and Several
3.	Conditions to Credit Extensions
	3.1	Conditions to the Occurrence of the Closing Date
	3.2	Additional Conditions to Loans on or after the Closing Date
4.	Borrowers’ Representations and Warranties
	4.1	Organization, Powers, Qualification, Good Standing, Business and Subsidiaries
	4.2	Authorization of Borrowing, etc
	4.3	Financial Condition
	4.4	No Material Adverse Change
	4.5	Title to Properties; Liens; Real Property
	4.6	Litigation; Adverse Facts
	4.7	Payment of Taxes
	4.8	Performance of Agreements; Materially Adverse Agreements; Material Contracts
	4.9	Governmental Regulation

	4.10	Employee Benefit Plans
	4.11	Certain Fees
	4.12	Environmental Protection
	4.13	Employee Matters
	4.14	Solvency
	4.15	Matters Relating to Collateral
	4.16	Construction Litigation
	4.17	Accuracy of Information
	4.18	Compliance with Laws
5.	Borrowers’ Affirmative Covenants
	5.1	Financial Statements and Other Reports
	5.2	Corporate Existence, etc
	5.3	Payment of Taxes and Claims; Tax Consolidation
	5.4	Maintenance of Properties; Insurance; Application of Net Loss Proceeds
	5.5	Inspection; Lender Meeting
	5.6	Compliance with Laws, etc.; Permits
	5.7	Environmental Covenant
	5.8	Compliance with Material Contracts
	5.9	Discharge of Liens
	5.10	Further Assurances
	5.11	Future Subsidiaries
	5.12	Interest Rate Protection
	5.13	Phase II Mall Recognition Agreement
6.	Borrowers’ Negative Covenants.
	6.1	Indebtedness
	6.2	Liens and Related Matters
	6.3	Investments; Joint Ventures; Formation of Subsidiaries
	6.4	Contingent Obligations
	6.5	Restricted Payments
	6.6	Restriction on Fundamental Changes; Asset Sales; Leases and Acquisitions

	6.7	Sales and Lease-Backs
	6.8	Sale or Discount of Receivables
	6.9	Transactions with Shareholders and Affiliates
	6.10	Disposal of Subsidiary Stock
	6.11	Conduct of Business
	6.12	Certain Restrictions on Changes to Certain Documents
	6.13	Capital Expenditures
	6.14	Fiscal Year
	6.15	Zoning and Contract Changes and Compliance
	6.16	No Joint Assessment; Separate Lots
	6.17	Application of Mall Sales Proceeds
7.	Events of Default
	7.1	Failure to Make Payments When Due
	7.2	Default under Other Indebtedness or Contingent Obligations
	7.3	Breach of Certain Covenants
	7.4	Breach of Warranty.
	7.5	Other Defaults Under Loan Documents
	7.6	Involuntary Bankruptcy; Appointment of Receiver, etc
	7.7	Voluntary Bankruptcy; Appointment of Receiver, etc
	7.8	Judgments and Attachments
	7.9	Dissolution
	7.10	Employee Benefit Plans
	7.11	Failure of Collateral Document; Repudiation of Obligations
	7.12	Default Under or Termination of Operative Documents
	7.13	Default Under or Termination of Permits
	7.14	Certain Investments
8.	Agents and Arranger
	8.1	Appointment
	8.2	Powers and Duties; General Immunity

iii

	8.3	Representations and Warranties; No Responsibility for Appraisal of Credit Worthiness
	8.4	Right to Indemnity
	8.5	Successor Administrative Agent