CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
LAS VEGAS SANDS, INC.
LAS VEGAS SANDS, INC., a corporation organized under and existing by virtue
of the laws of the State of Nevada (the "Corporation"), does hereby certify that
the following resolution was unanimously adopted by unanimous written consent on
November 13, 1997 by the Board of Directors of the Corporation pursuant to the
provisions of the By-Laws of the Corporation:
RESOLVED, that the Board of Directors does hereby declare it advisable and
in the best interest of the Corporation and does hereby propose that the
Articles of Incorporation be amended as follows:
1. Article TENTH of the Amended and Restated Articles of Incorporation is
hereby amended and restated to read as follows:
"TENTH: Commencing at the time the indebtedness under the Loan is
incurred and continuing for so long as the Loan remains outstanding, the
unanimous affirmative vote of all of the members of the Board of Directors
(including, without limitation, the Special Director) shall be necessary to
authorize the corporation on its own behalf, or, in its capacity as
managing member of Venetian, on behalf of Venetian, to (i) cause Venetian,
Grand Canal Shops Mall Construction, LLC ("Mall Construction") or Mall
Intermediate Holding Company, LLC ("Mall Intermediate") to (a) file a
bankruptcy, insolvency or reorganization petition or otherwise institute
insolvency proceedings or otherwise seek any relief under any laws relating
to the relief from debts or the protection of debtors generally for the
corporation, Venetian, Mall Construction or Mall Intermediate; (b) seek or
consent to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator, custodian or any similar official for it, Venetian, Mall
Construction or Mall Intermediate or all or any portion of the properties
of the corporation, Venetian, Mall Construction or Mall Intermediate; or
(c) make any general assignment for the benefit of the creditors of the
corporation, Venetian, Mall Construction or Mall Intermediate; or (ii)(a)
dissolve, liquidate, merge or consolidate the corporation or Venetian with
or into any Person or convey or transfer
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all or substantially all of its or Venetian's properties and assets to any
Person, except as permitted by the documents evidencing, securing or
otherwise relating to the Loan (the "Loan Documents"); (b) engage the
corporation, or cause or permit Venetian to engage, in any transaction or
joint activity of any kind with an Affiliate, to the extent inconsistent
with the provisions of the Loan Documents; (c) amend the organiza tional
documents of the corporation or Venetian in any way bearing upon the
maintenance of the corporation's or Venetian's separate identity, except as
permitted under the Loan Documents; or (d) voluntarily cause or permit the
corporation to terminate or amend, or voluntarily cause or permit Venetian
to terminate or amend, the Amended and Restated Reciprocal Easement, Use
and Operating Agreement, among Venetian, Grand Canal Shops Mall
Construction, LLC and Grand Canal Shops Mall, LLC or the Sale and
Contribution Agreement, among Venetian, Grand Canal Shops Mall
Construction, LLC and Grand Canal Shops Mall, LLC (or any similar
replacement agreement)."
2. Article THIRTEENTH of the Amended and Restated Articles of
Incorporation is hereby amended and restated to read as follows:
"THIRTEENTH: So long as the Loan remains outstanding, the corporation
shall, and shall cause Venetian to, (a) pay solely from its assets, or
Venetian's assets, as applicable, all obligations of any kind incurred by
it and not pay from its assets, or Venetian's assets, as applicable, the
obligations of any other Person, except to the extent otherwise expressly
permitted under the Loan Documents; (b) conduct business solely in its own
name and hold itself out as a separate entity; (c) not enter into or be a
party to any transaction with any Affiliate, except on terms which are no
less favorable to the corporation (or to Venetian, as applicable) than
would be obtained in a comparable arm's length transaction with an
unrelated third party, except as permitted under the Loan Documents; (d)
not acquire obligations or securities of its stockholders or members or any
Affiliates of such stockholders or members, except to the extent otherwise
expressly permitted under the Loan Documents; (e) not make loans to any
other Person or buy or hold evidence of indebtedness issued by any other
Person, except as permitted under the Loan Documents; (f) maintain its bank
accounts, books and records on a separate basis from those of any other
Person and maintain a principal executive and administrative office through
which its business is conducted separate from that of any Affiliate;
provided, however, that the corporation (or Venetian, as applicable) and
any of its Affiliates may have offices in the same location provided there
is a fair and appropriate allocation of overhead costs, if any,
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among the corporation (or Venetian, as applicable) and/or any such
Affiliate, and each of the corporation (or Venetian, as applicable) and any
such Affiliate bears its fair share of such costs; (g) disclose in any
consolidated financial statements for a group of which the corporation is a
member, the corporation's separate legal existence and indicate that the
assets and liabilities of the corporation are intended to be available only
to the creditors of the corporation; (h) observe all corporate or limited
liability company formalities regarding its existence or its role as a
member of Venetian, including, without limitation, paying the salaries of
its own employees, if any (or paying a proportionate share of the salary of
any employee of any Affiliate who performs work for both the corporation
(or Venetian, as applicable) and such Affiliate), preparing, filing and
paying all taxes on the corporation (or Venetian, as applicable) and, in
the case of the corporation, conducting regular meetings (at least once
annually) of the Board of Directors and memorializing the determinations of
the Board of Directors on all significant transactions; (i) use separate
stationery, invoices and checks; (j) correct any known misunderstanding
regarding its separate identity; (k) not identify itself as a division of
any other Person; and (l) not amend Articles Third, Fifth, Tenth, Eleventh,
Twelfth, Thirteenth and Fourteenth of these Amended and Restated Articles
of Incorporation in any material manner, except as permitted under the Loan
Documents. Nothing hereinabove contained shall in any way limit the ability
of: (i) the corporation to pay dividends to its stockholders or (ii)
Venetian to make distributions to its members."
These amendments to the Articles of Incorporation of the Corporation were
approved by a unanimous vote of the Board of Directors of the Corporation and
approved by unanimous vote of all the stockholders after written notice as
provided by law.
Pursuant to N.R.S. 78.390(1)(c), the Articles of Incorporation of the
Corporation are amended upon filing of this Certificate with the Nevada
Secretary of State.
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IN WITNESS WHEREOF, the undersigned, as the President or Vice-President and
the Secretary or Assistant Secretary of Las Vegas Sands, Inc., a Nevada
corporation, has made, subscribed and acknowledged this Certificate of Amendment
this 13th day of November, 1997.
Las Vegas Sands, Inc.
By: /s/ William P. Weidner
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Name: William P. Weidner
Title: President
By: /s/ David Friedman
------------------------
Name: David Friedman
Title: Secretary
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STATE OF NEW YORK)
ss.
COUNTY OF NEW YORK)
This instrument was acknowledged before me on November 13, 1997 by William
P. Weidner as President of Las Vegas Sands, Inc.
/s/ Caitlin Monck
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NOTARY PUBLIC
Appointment Number: 01M05086188
My commission expires: 10/06/1999