ITEM 1.01. Entry into a Material Definitive Agreement.

On January 30, 2023 (the "Effective Date"), Las Vegas Sands Corp. (the "Borrower") entered into Amendment No. 4 to Revolving Credit Agreement (the "Amendment") with the lenders party thereto and The Bank of Nova Scotia, as administrative agent (in such capacity, the "Administrative Agent") with respect to the Revolving Credit Agreement, dated as of August 9, 2019 (as amended by that certain Amendment No. 1 to Revolving Credit Agreement, dated as of September 23, 2020, as further amended by that certain Amendment No. 2 to Revolving Credit Agreement, dated as of September 3, 2021, as further amended by that certain Amendment No. 3 to Revolving Credit Agreement, dated as of December 7, 2021, and as otherwise in effect prior to the effectiveness of the Amendment, the "Existing Revolving Credit Agreement"), by and among the Borrower, the Administrative Agent and the lenders and issuing banks from time to time party thereto. Capitalized terms used but not defined herein are defined in the Existing Revolving Credit Agreement, as amended by the Amendment.

Pursuant to the Amendment, the Existing Revolving Credit Agreement was amended to (a) determine Consolidated Adjusted EBITDA on a year-to-date annualized basis during the period commencing on the Effective Date and ending on and including December 31, 2023, as follows: (i) for the Fiscal Quarter ending March 31, 2023, Consolidated Adjusted EBITDA for such Fiscal Quarter multiplied by four, (ii) for the Fiscal Quarter ending June 30, 2023, Consolidated Adjusted EBITDA for such Fiscal Quarter and the immediately preceding Fiscal Quarter multiplied by two, and (iii) for the Fiscal Quarter ending September 30, 2023, Consolidated Adjusted EBITDA for such Fiscal Quarter and the two immediately preceding Fiscal Quarters, multiplied by four-thirds; (b) extend the period during which the Borrower is required to maintain a specified amount of minimum liquidity as of the last day of each month to December 31, 2023; and (c) extend the period during which the Borrower is unable to declare or pay any dividend or other distribution, unless liquidity is greater than $1.0 billion on a pro forma basis after giving effect to such dividend or distribution, to December 31, 2023.

The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full and complete text of the Amendment, a copy of which is attached 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†       Amendment No. 4 to Revolving Credit Agreement, dated as of January 30, 2023, by
          and among Las Vegas Sands Corp., the Lenders from time to time party thereto and The
          Bank of Nova Scotia, as Administrative Agent.
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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