ITEM 1.01. Entry into a Material Definitive Agreement.

On November 30, 2022, Sands China Ltd., an exempted company incorporated in the Cayman Islands with limited liability ("Sands China"), an indirect subsidiary of Las Vegas Sands Corp., a Nevada corporation (the "Company"), entered into a waiver extension and amendment request letter (the "Fourth Waiver Extension Letter") with respect to certain provisions of the facility agreement, dated as of November 20, 2018 (as amended, restated, amended and restated, supplemented and otherwise modified, including by waiver and amendment request letters, dated as of March 27, 2020 (the "First Waiver Letter"), September 11, 2020 (the "Second Waiver Extension Letter") and July 7, 2021 (the "Third Waiver Extension Letter"), the "Facility Agreement"), by and among Sands China, as borrower, Bank of China Limited, Macau Branch, as agent (the "Agent"), and the arrangers and lenders from time to time party thereto.

In the Fourth Waiver Extension Letter, the Agent and the lenders party to the Facility Agreement have (a) extended to (and including) July 31, 2023, the termination date of the Facility Agreement, the waiver period for the requirement for Sands China to comply with Clause 20.2 of the Facility Agreement, which requires Sands China to ensure (i) the Consolidated Leverage Ratio (as defined in the Facility Agreement) as at the last day of any financial quarter does not exceed 4.00 to 1.00 and (ii) the Consolidated Interest Coverage Ratio (as defined in the Facility Agreement) as at the last day of any financial quarter is greater than 2.50 to 1.00; (b) extended to (and including) July 31, 2023, the period during which Sands China's ability to declare or make any dividend payment or similar distribution is restricted if at such time (x) the Total Commitments (as defined in the Facility Agreement) exceed $2,000,000,000 by Sands China's exercise of the option to increase the Total Commitments by an aggregate amount of up to $1,000,000,000; and (y) the Consolidated Leverage Ratio (as defined in the Facility Agreement) is greater than 4.00 to 1.00, unless, after giving effect to such payment, the sum of (i) the aggregate amount of cash and cash equivalents of Sands China on such date; and (ii) the aggregate amount of the undrawn facility under the Facility Agreement and unused commitments under other credit facilities of Sands China is greater than $2,000,000,000; and (c) incorporated provisions to address the transition of the London Inter-bank Offered Rate (LIBOR) to a term Secured Overnight Financing Rate (SOFR) reference rate.

Pursuant to the Fourth Waiver Extension Letter, Sands China agreed to pay a customary fee to the lenders that consented to the waivers and amendments requested therein.

Some of the lenders, agents and arrangers under the Facility Agreement and their respective affiliates have provided, and may provide in the future, investment banking, commercial banking and other financial services for the Company and its subsidiaries in the ordinary course of business, for which they have received and would be expected to receive customary compensation.

The foregoing summary of the Fourth Waiver Extension Letter is not complete and is qualified in its entirety by reference to the full and complete text of the Fourth Waiver Extension Letter. A copy of the First Waiver Letter was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on March 27, 2020, a copy of the Second Waiver Extension Letter was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on September 11, 2020, a copy of the Third Waiver Extension Letter was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on July 7, 2021, and a copy of the Fourth Waiver Extension Letter is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.




ITEM 9.01.     Financial Statements and Exhibits.


(d)      Exhibits
10.1†      Waiver Extension and Amendment Request Letter, dated November     30    , 2022,
         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
104      Cover Page Interactive Data File - the cover page XBRL tags are embedded within
         the Inline XBRL document

†Certain identified information has been excluded from the exhibit because such information both (i) is not material and (ii) is the type that the Company treats as private or confidential

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