NOTE 3 — LONG-TERM DEBT

Long-term debt consists of the following (in thousands):


	June 30,			December 31,
	2011			2010
Corporate and U.S. Related:
Senior Secured Credit Facility — Term B	$	2,146,352		$	2,157,199
Senior Secured Credit Facility — Delayed Draws I and II		716,711			720,332
6.375% Senior Notes (net of original issue discount of $634 and $720, respectively)		189,078			188,992
Airplane Financings		76,578			78,422
HVAC Equipment Lease		22,145			23,006
Other		3,413			3,868
Macau Related:
VML Credit Facility — Term B		1,465,789			1,483,789
VML Credit Facility — Term B Delayed		570,029			577,029
VOL Credit Facility — Term		749,918			749,930
Ferry Financing		157,504			175,011
Other		470			640
Singapore Related:
Singapore Credit Facility		3,958,995			3,980,435
Other		1,898			2,170

		10,058,880			10,140,823
Less — current maturities		(1,073,484	)		(767,068	)

Total long-term debt	$	8,985,396		$	9,373,755

Senior Secured Credit Facility

As of June 30, 2011, the Company had $724.6 million of available borrowing capacity under the Senior Secured Credit Facility, net of outstanding letters of credit and undrawn amounts committed to be funded by Lehman Brothers Commercial Paper Inc.

VML Credit Facility

As of June 30, 2011, the Company has no available borrowing capacity under the VML Credit Facility.

VOL Credit Facility

As of June 30, 2011, the Company had $1.0 billion of available borrowing capacity under the VOL Credit Facility.

VML and VOL Credit Facilities Refinancing

The Company is currently in the process of refinancing its VML and VOL credit facilities. The Company has received lender commitments for $3.7 billion and will have the option to raise incremental senior secured and unsecured debt under existing baskets within the new credit facility. The new credit facility, once entered into, is expected to significantly reduce the Company’s interest expense, extend the Macau debt maturities to 2016, enhance the Company’s financial flexibility and further strengthen its financial position. Proceeds from the new Macau senior secured credit facility coupled with cash on hand will be used to retire the outstanding balances and commitments on the existing VML and VOL credit facilities as well as fund the completion of construction of the first two phases of Sands Cotai Central on the Cotai Strip in Macau. The refinancing is subject to final loan documentation as well as certain Macao Government approvals. The refinancing is expected to close in late 2011 and the Company anticipates recording a loss on modification or extinguishment of debt in conjunction with the refinancing.

Singapore Credit Facility

As of June 30, 2011, the Company had SGD 102.8 million (approximately $83.3 million at exchange rates in effect on June 30, 2011) of available borrowing capacity under the Singapore Credit Facility, net of outstanding banker’s guarantees.

Cash Flows from Financing Activities

Cash flows from financing activities related to long-term debt are as follows (in thousands):


	Six Months Ended
	June 30,
	2011			2010
Proceeds from Singapore Credit Facility	$	—		$	596,560

Repayments on Singapore Credit Facility	$	(198,940	)	$	—
Repayments on VML Credit Facility		(25,000	)		(375,036	)
Repayments on Senior Secured Credit Facility		(14,469	)		(795,860	)
Repayments on Ferry Financing		(17,508	)		(17,493	)
Repayments on Airplane Financings		(1,844	)		(1,844	)
Repayments on HVAC Equipment Lease		(861	)		(882	)
Repayments on FF&E Facility and Other Long-Term Debt		(896	)		(17,428	)
Repurchase and cancellation of Senior Notes		—			(56,675	)

	$	(259,518	)	$	(1,265,218	)