FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
Dated as of April 15, 2009

          This FIRST AMENDMENT (this “ Amendment ”), dated as of April 15, 2009, is entered into by and among LAS VEGAS SANDS, LLC , a Nevada limited liability company (the “ Borrower ”), LAS VEGAS SANDS CORP. , a Nevada corporation (“ LVSC ”), THE BANK OF NOVA SCOTIA , as administrative agent for the Lenders (together with its permitted successors in such capacity, “ Administrative Agent ”), acting with the consent of the Requisite Lenders, and, for the purposes of Section 4 hereof, the GUARANTORS listed on the signature pages hereto and GOLDMAN SACHS LENDING PARTNERS LLC , as sub-agent and auction manager for Administrative Agent and any of its successors and assigns pursuant to Section 9.3(c) of the Credit Agreement with respect to any Auction Loan Purchase (as defined below) pursuant to and in accordance with the terms and conditions of Section 10.6(j) of the Credit Agreement (the “ Auction Manager ”).

RECITALS

     A.  WHEREAS , the Borrower, the Guarantors, the Lenders, Administrative Agent, The Bank of Nova Scotia, as Collateral Agent, Goldman Sachs Credit Partners L.P., Lehman Brothers Inc. and Citigroup Global Markets Inc., as joint lead arrangers, joint bookrunners and syndication agents, and JPMorgan Chase Bank, N.A., as documentation agent have entered into that certain Credit and Guaranty Agreement, dated as of May 23, 2007 (together with all Exhibits and Schedules thereto and as amended through the date hereof, the “ Credit Agreement ”).

     B.  WHEREAS , capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

     C.  WHEREAS , the Credit Parties have requested that the Requisite Lenders agree to amend certain provisions of the Credit Agreement as provided for herein.

     D.  WHEREAS , the Requisite Lenders are willing to agree to such amendments relating to the Credit Agreement subject to the terms and conditions set forth below and have consented to Administrative Agent executing this Amendment on their behalf.

           NOW , THEREFORE , in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto hereby agree as follows:

           1. Amendments to Credit Agreement . Upon the terms and subject to the conditions set forth herein and in reliance on the representations and warranties of LVSC and the Credit Parties set forth herein, the parties hereto hereby agree to the following amendments, which amendments refer to the Credit Agreement unless specifically noted otherwise:

               (a)  Amendments to the Table of Contents of the Credit Agreement . The Table of Contents of the Credit Agreement is hereby amended by adding a reference to the following new Appendices :

          “C            Outline of Auction Mechanics

            D            Form of Auction Certificate.”

               (b)  Amendments to Section 1.1 of the Credit Agreement ( Definitions ) . Section 1.1 of the Credit Agreement is hereby amended by:

                    (i)  Addition of New Definitions . Adding the following new definitions in proper alphabetical sequence:

     “ Applicable Threshold Price ” as defined in Appendix C .

     “ Auction Assignment Agreement ” means, with respect to any assignment by a Lender to LVSC pursuant to Section 10.6(j), an Auction Assignment Agreement in the form reasonably acceptable to Borrower supplied by the Auction Manager to the Lenders at the time the applicable Offer Document is posted to the Lenders on IntraLinks/IntraAgency or another substantially equivalent website.

     “ Auction Certificate ” as defined in Section 10.6(j)(i).

     “ Auction Loan Purchase ” means any purchase of any tranche of Term Loans by LVSC, together with the simultaneous cancellation of such Term Loans, in each case pursuant to and in accordance with the terms and conditions of Section 10.6(j).

     “ Auction Manager ” means, with respect to any Auction Loan Purchase pursuant to and in accordance with the terms and conditions of Section 10.6(j), Goldman Sachs Lending Partners LLC in its capacity as sub-agent and auction manager for Administrative Agent pursuant to Section 9.3(c).

     “ Auction Purchase Effective Date ” as defined in Section 10.6(j)(vi).

     “ Excluded Information ” as defined in Section 10.6(j)(iii).

     “ Expiration Time ” with respect to any Offer, as defined in the applicable Offer Document.

     “ First Amendment ” means that certain First Amendment to Credit and Guaranty Agreement, dated as of April 15, 2009, among Borrower, LVSC, Administrative Agent, the Auction Manager and the Guarantors listed on the signature pages thereto.

     “ First Amendment Effective Date ” means the date of satisfaction of the conditions referred to in Section 2 of the First Amendment.

     “ Maximum Offer Amount ” as defined in Appendix C .

     “ Offer ” as defined in Section 10.6(j)(ii).

     “ Offer Document ” means the offer document setting forth one or more Offers, with accompanying annexes setting forth the outline of auction mechanics (on terms substantially the same as those set forth in Appendix C , with such changes as may be approved by the Auction Manager), and the form of sale offer for Lenders to submit their bids, posted on IntraLinks/IntraAgency or another substantially equivalent website by Administrative Agent to the Lenders, as such Offer Document may be amended or modified from time to time pursuant to and in accordance with the terms and conditions of Section 10.6(j).

     “ Purchase Consideration ” as defined in Section 10.6(j)(i).

                    (ii)  Amendments to the Definition of “Assignment Agreement. ” Including the following immediately at the end of the definition of “ Assignment Agreement :”

     “, and solely for purposes of assignments to LVSC pursuant to and in accordance with the terms and conditions of Section 10.6(j), an Auction Assignment Agreement.”

                    (iii)  Amendments to the Definition of “Eligible Assignee .” Deleting the definition of “ Eligible Assignee ” in its entirety and replacing it with the following:

     ““ Eligible Assignee ” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and (iii) solely for purposes of assignments of Term Loans pursuant to and in accordance with the terms and conditions of Section 10.6(j), LVSC; in each case, which Person shall not have been denied an approval or a license, or found unsuitable under the Nevada Gaming Laws or Pennsylvania Gaming Laws applicable to Lenders and which, with respect to clauses (i) and (ii), extends credit or buys loans; provided that, other than as expressly set forth in clause (iii) of this definition, no Credit Party, nor LVSC or any Subsidiary of LVSC shall be an Eligible Assignee; provided , further , that, with respect to clauses (i) and (ii), so long as no Event of Default shall have occurred and be continuing, no (X) Person that owns or operates a casino located in Singapore, Macau, the United Kingdom, the States of Nevada, New Jersey, Massachusetts or Pennsylvania, or any other jurisdiction in which Borrower or any of its Subsidiaries has obtained or applied for a Gaming License (or is an Affiliate of such a Person) shall be an Eligible

Assignee; provided that a passive investment constituting less than 10% of the common stock of any such casino shall not constitute ownership thereof for the purposes of this definition, (Y) Person that owns or operates a convention, trade show, conference center or exhibition facility in Singapore, Macau, the United Kingdom, Las Vegas, Nevada or Clark County, Nevada or the States of New Jersey, Massachusetts or Pennsylvania, or any other jurisdiction in which Borrower or any of its Subsidiaries owns, operates or is developing a convention, trade show, conference center or exhibition facility (or an Affiliate of such a Person) shall be an Eligible Assignee; provided that a passive investment constituting less than 10% of the common stock of any such convention or trade show facility shall not constitute ownership for the purpose of this definition, or (Z) union pension fund shall be an Eligible Assignee; provided that any intermingled fund or managed account which has as part of its assets under management the assets of a union pension fund shall not be disqualified from being an Eligible Assignee hereunder so long as the manager of such fund is not controlled by a union; provided , further , that, after giving effect to the assignments referred to in clause (iii) above and the related cancellations of the Loans and/or Commitments cancelled in connection with the applicable Auction Loan Purchase, no more than 20% of the aggregate Loans and/or Commitments at any time outstanding may be held by Adelson or any of his Related Parties or Affiliates in the aggregate, and such Persons shall not be eligible to cast votes on any matters subject to Lender approval hereunder and shall be disregarded in calculating “Requisite Lenders” or any other required voting percentage hereunder.”

               (c)  Amendments to Section 2.7 of the Credit Agreement ( Evidence of Debt; Register, Lenders’ Books and Records; Notes ) . Section 2.7(b) of the Credit Agreement is hereby amended by adding the words “(and any cancellations of Term Loans pursuant to and in accordance with the terms and conditions of Section 10.6(j))” immediately after the phrase “in respect of the principal amount of the Loans” appearing in the third sentence thereof.

               (d)  Amendments to Section 2.12 of the Credit Agreement ( Scheduled Payments/Commitment Reductions ) . Section 2.12 of the Credit Agreement is hereby amended by adding the following new Section 2.12(e) immediately at the end of Section 2.12(d):

     “(e) Impact of Cancellations . Notwithstanding the foregoing, with respect to any Term Loans which are cancelled pursuant to and in accordance with Section 10.6(j), the amount of the final Installment payable on the Tranche B Term Loan Maturity Date (in the case of such cancelled Tranche B Term Loans) or the remaining balance due on the Delayed Draw I Term Loan Maturity Date or the Delayed Draw II Term Loan Maturity Date (in the case of such cancelled Delayed Draw I Term Loans or Delayed Draw II Term Loans, respectively) shall be reduced by the aggregate stated principal amount of such cancelled Tranche B Term Loans, Delayed Draw I Term Loans or Delayed Draw II Term Loans, respectively; provided that in no event shall the final Installment payable on the

Tranche B Term Loan Maturity Date or the remaining balance due on the Delayed Draw I Term Loan Maturity Date or the Delayed Draw II Term Loan Maturity Date exceed the aggregate stated principal amount of the Tranche B Term Loans, Delayed Draw I Term Loans or Delayed Draw II Term Loans, respectively, then outstanding.”

               (e)  Amendments to Section 8.1 of the Credit Agreement ( Events of Default ) . Section 8.1(c) of the Credit Agreement is hereby amended by inserting the following phrase immediately after the reference to “Section 6” in the second line thereof:

     “, or the failure of any Credit Party or LVSC to perform or comply with any term or condition contained in Section 10.6(j)(i)(w), 10.6(j)(i)(x), 10.6(j)(v), or 10.6(j)(xi).”

               (f)  Amendments to Section 10.2 of the Credit Agreement ( Expenses ) . Section 10.2 of the Credit Agreement is hereby amended by inserting the words “and the Auction Manager” immediately after the words “by each Agent” in clause (g) thereof.

               (g)  Amendments to Section 10.6 of the Credit Agreement ( Successors and Assigns; Participations ) . Section 10.6 of the Credit Agreement is hereby amended by:

                    (i) Amendments to Section 10.6(a) ( Generally) . Inserting immediately after the words “Subject to Section 10.6(b)” in the fourth sentence thereof the words “and Section 10.6(c)”.

                    (ii)  Amendments to Section 10.6(c) ( Right to Assign ) . Deleting Section 10.6(c) in its entirety and replacing it with the following:

     “(c) Right to Assign . Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may in whole or in part (i) be assigned, in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender or Related Fund, or may be pledged by a Lender in support of its obligations to such pledgee (without releasing the pledging Lender from any of its obligations hereunder), provided that the provisions of this clause (i) shall not apply to LVSC to the extent LVSC becomes a “Lender” as a result of the provisions of Section 10.6(j), (ii) subject to clause (iii) below, be assigned in an aggregate amount of not less than $1,000,000 (or such lesser amount (A) if contemporaneous assignments approved by Administrative Agent in its sole discretion aggregating not less than $1,000,000 are being made by one or more Eligible Assignees (other than LVSC) which are Affiliates or Related Funds or (B) as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other obligations of the assigning Lender) to any Eligible Assignee, in each case, with the giving of notice to Borrower and Administrative Agent or (iii) with respect to assignments of Term Loans to LVSC

pursuant to and in accordance with the terms and conditions of Section 10.6(j), be assigned in an aggregate amount of not less than the amount specified in Section 10.6(j)(ii) with the giving of prompt notice to Administrative Agent; provided that if any assignment permitted by this clause (c) relates to Revolving Loans, Revolving Loan Commitments, Delayed Draw I Term Loan Commitments prior to the Delayed Draw I Term Loan Commitment Termination Date or Delayed Draw II Term Loan Commitments prior to the Delayed Draw II Term Loan Commitment Termination Date, the assignee shall represent that it has the financial resources to fulfill its commitments hereunder and such assignment is consented to by Administrative Agent (in its sole discretion, not to be unreasonably withheld or delayed), and at any time other than when an Event of Default has occurred and is continuing, such assignee shall be acceptable to Borrower, such consent not to be unreasonably withheld or delayed. To the extent of any such assignment in accordance with clause (i), (ii) or (iii) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The assignor or assignee to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $2,000 in respect of assignments other than assignments to or from any Arranger and other than assignments pursuant to an Auction Assignment Agreement (it being understood only one such fee shall be payable in the case of concurrent assignments by a Lender to one or more Affiliates or Related Funds), and in each case such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to Section 2.20(c); provided , however , in the event that Administrative Agent, in its sole discretion, determines that Tranche B Term Loans after the Delayed Draw I Term Loan Commitment Termination Date may be settled through a Settlement Service (defined below) pursuant to Section 10.6(d), only a written or electronic confirmation of such assignment issued by a Settlement Service (a “ Settlement Confirmation ”) shall be delivered with respect to assignments settled through the Settlement Service (it being agreed that any assignment of Term Loans to LVSC pursuant to Section 10.6(j) shall be consummated and settled through an Auction Assignment Agreement and not through a Settlement Confirmation).”

                    (iii)  Amendments to Section 10.6(d) ( Mechanics ) . Including the following before the first reference to “Administrative Agent” contained in the first sentence of Section 10.6(d) of the Credit Agreement:

     “Except for assignments of Term Loans pursuant to and in accordance with the terms and conditions of Section 10.6(j),”

                    (iv)  Amendments to Section 10.6(e) ( Representations and Warranties of Assignee ) . Including the following new proviso immediately at the end of Section 10.6(e) of the Credit Agreement:

     “; provided that a Person meeting the criteria of clause (iii) of the definition of “Eligible Assignee” shall only be required to make the representations and warranties set forth in clauses (i) and (iii) of this Section 10.6(e), in addition to all other representations and warranties of such Person contained in the Auction Assignment Agreement.”

                    (v)  Addition of New Section 10.6(j) to the Credit Agreement ( Assignments to LVSC ) . Adding the following new Section 10.6(j) immediately after Section 10.6(i) of the Credit Agreement:

          “(j) Assignments to LVSC .

          (i) Notwithstanding anything to the contrary contained in this Section 10.6 or any other provision of any Credit Document, LVSC may, at any time prior to September 30, 2010 and pursuant to an Auction Assignment Agreement, purchase Term Loans solely on the terms and conditions set forth in this Section 10.6(j) and the Outline of Auction Mechanics attached hereto as Appendix C, so long as (v) no Potential Event of Default or Event of Default has occurred and is continuing or would result therefrom, (w) LVSC agrees to, and does in fact, on each Auction Purchase Effective Date, without receiving any payment or other consideration from Borrower in exchange therefor (including any accrued yet unpaid interest that may have been owing in respect of such cancelled Term Loans), (1) immediately and irrevocably forgive, cancel and forever discharge the Term Loans purchased by and assigned to it in each Auction Loan Purchase for all purposes and (2) knowingly and voluntarily waive and relinquish (a) all of its interests, rights and obligations as the owner of such Term Loans and as a “Lender” under the Credit Agreement and the other Credit Documents for all purposes under the Credit Agreement and the other Credit Documents and (b) any rights it may have to invoke any such interests, rights and obligations or the provisions of the Credit Agreement and the other Credit Documents with respect to such Term Loans now or in the future, (x) the consideration used to effect any Auction Loan Purchase shall consist solely of Equity Interests, or the cash proceeds of previously issued or newly issued Equity Interests, of LVSC (the “ Purchase Consideration ”), (y) LVSC purchases the Term Loans that are the subject of such Auction Loan Purchase by transferring the agreed form of Purchase Consideration specified in the applicable Offer Document (including any accrued yet unpaid interest owing in respect of such cancelled Term Loans through but not including the applicable Auction Purchase Effective Date) directly to each assigning Lender, and (z) LVSC has delivered to each of the Auction Manager and Borrower a certificate substantially in the form of Appendix D (the “ Auction Certificate ”), dated as of each Auction Purchase Effective Date and signed by a duly authorized officer of LVSC, certifying to the matters set forth in clauses (v) – (y) above.

          (ii) At any time prior to September 30, 2010, LVSC may provide notice to the Auction Manager in the form of an Offer Document that it wishes to make one or more offers (each, an “ Offer ”) to Lenders to purchase

outstanding Term Loans, with such Offer to be effected pursuant to Auction Assignment Agreements; provided , however , that all Offers shall commence and be completed on or prior to September 30, 2010. LVSC shall have the right to purchase the Term Loans at a purchase price determined in accordance with the terms set forth in such Offer Document; provided that (x) the aggregate stated principal amount of all Term Loans for which Offers are made in any Offer Document shall not be less than $25,000,000 and (y) no more than $800,000,000 in aggregate stated principal amount of Term Loans may be purchased by LVSC in total pursuant to all Auction Loan Purchases; provided , further , that the aggregate stated principal amount of all Term Loans assigned to LVSC by a Lender pursuant to this Section 10.6(j)(ii) in response to the Offers contained in a single Offer Document shall not be less than $1,000,000 in the aggregate for all tranches of Term Loans Offered by such Lender in such Offer Document, which amount shall be reduced to the extent necessary to reflect (1) the fact that such assignment includes all Term Loans held by