ARTICLE ONE

COVENANTS OF TRUSTOR

ARTICLE TWO

CORPORATE LOAN PROVISIONS

ARTICLE THREE

DEFAULTS

ARTICLE FOUR

REMEDIES

ARTICLE FIVE

RIGHTS AND RESPONSIBILITIES OF TRUSTEE;
OTHER PROVISIONS RELATING TO TRUSTEE

ARTICLE SIX

MISCELLANEOUS PROVISIONS

ARTICLE SEVEN

POWER OF ATTORNEY

ARTICLE I
DEFINITIONS

ARTICLE II
ASSIGNMENT AND ASSUMPTION OF PHASE II MALL SALE AGREEMENT

ARTICLE III
PERFORMANCE OF ASSIGNED OBLIGATIONS

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

ARTICLE V
AMENDMENTS TO PHASE II MALL SALE AGREEMENT

ARTICLE VI
MISCELLANEOUS

ARTICLE ONE COVENANTS OF TRUSTOR

ARTICLE TWO CORPORATE LOAN PROVISIONS

ARTICLE THREE DEFAULTS

ARTICLE FOUR REMEDIES

ARTICLE FIVE RIGHTS AND RESPONSIBILITIES OF TRUSTEE; OTHER PROVISIONS RELATING TO TRUSTEE

ARTICLE SIX MISCELLANEOUS PROVISIONS

ARTICLE SEVEN

POWER OF ATTORNEY

ARTICLE I DEFINITIONS

ARTICLE II ASSIGNMENT AND ASSUMPTION OF PHASE II MALL SALE AGREEMENT

ARTICLE III PERFORMANCE OF ASSIGNED OBLIGATIONS

ARTICLE IV REPRESENTATIONS AND WARRANTIES

ARTICLE ONE

COVENANTS OF TRUSTOR

ARTICLE TWO

CORPORATE LOAN PROVISIONS

ARTICLE THREE

DEFAULTS

ARTICLE FOUR

REMEDIES

ARTICLE FIVE

RIGHTS AND RESPONSIBILITIES OF TRUSTEE;
OTHER PROVISIONS RELATING TO TRUSTEE

ARTICLE SIX

MISCELLANEOUS PROVISIONS

ARTICLE I
DEFINITIONS

ARTICLE II
ASSIGNMENT AND ASSUMPTION OF PHASE II MALL SALE AGREEMENT

ARTICLE III
PERFORMANCE OF ASSIGNED OBLIGATIONS

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

1.1 Capitalized terms used but not otherwise defined herein shall have the respective meanings given to such terms in the Phase II Mall Sale Agreement.

2.1 Assignor hereby assigns, transfers, releases and sets over unto Assignee, its successors and assigns, all of the right, title and interest of Assignor, as Developer in, to and under the Phase II Mall Sale Agreement (as amended hereby) and that certain letter agreement dated April 12, 2004 between Assignor and Mall II Buyer (the “ Side Letter ”), to have and to hold the same unto Assignee, its successors and assigns, from and after the date hereof, subject to the covenants, conditions and other provisions contained therein (such assignment, transfer, release and setting over, the “ Assignment ”). Assignee hereby accepts the Assignment and hereby assumes and agrees to pay, perform, observe and discharge all of the covenants, conditions, agreements, terms and conditions on the part of Developer (excluding the Reserved Obligations (as defined below)) to be performed under the Phase II Mall Sale Agreement and the Side Letter, in each case first arising from and after the date hereof (collectively, and excluding the Reserved Obligations, the “ Assigned Obligations ”). “ Reserved Obligations ” shall mean those rights and obligations under the Phase II Mall Sale Agreement which are of such a nature that they can only be performed by the entity that owns and develops the Phase II Hotel/Casino and which cannot otherwise be performed by Assignee. Assignor covenants and agrees in favor of Assignee that it shall perform the Reserved Obligations under the Phase II Mall Sale Agreement (and acknowledges and confirms for the benefit of Mall II Buyer that it remains liable to Mall II Buyer under the Phase II Mall Sale Agreement for performance of the Reserved Obligations).

2.2 Mall II Buyer hereby consents to the Assignment. Such consent constitutes the prior written consent to assignment required pursuant to Section 24.9 of the Phase II Mall Sale Agreement.

2.3 Assignor and Assignee hereby agree, as between themselves, that subject to performance by Assignor of its obligations under Article III of this Agreement, Assignee shall be solely responsible for the payment and performance of the Assigned Obligations and shall indemnify and hold harmless Assignor from and against all claims, expenses, losses, liabilities, damages, costs and expenses (including legal fees) suffered or incurred in connection therewith.

2.4 Assignor shall be solely responsible for any breaches under the Phase II Mall Sale Agreement and the Side Letter arising prior to the date hereof, and for any breaches of any of the Reserved Obligations, and shall indemnify and hold harmless Assignee from and against all claims, expenses, losses, liabilities, damages, costs and expenses (including legal fees) suffered or incurred in connection therewith.

3.1 Assignor and Assignee hereby agree, as between themselves, that in consideration of the agreement by Assignee to pay for the Mall Improvements (whether incurred on, before or after the date of this Agreement), including the Common

Elements and the Demising Walls located in the Phase II Mall and the Build-Out of tenant spaces located in the Phase II Mall, Assignor covenants and agrees to perform its obligations under Section 2.1.1 of the Master Disbursement Agreement of even date herewith by and among Assignor, Assignee, Phase II Mall Subsidiary, LLC, The Bank of Nova Scotia as the Bank Agent and as the Disbursement Agent and Goldman Sachs Credit Partners L.P. as the Bank Arranger (whether or not such obligations are Assigned Obligations), subject to and in accordance with the terms thereof.

3.2 Assignee and Assignor hereby agree, as between themselves, that (a) all decisions in connection with the design and construction of the Mall Improvements shall be made by Assignee and Assignor subject to and in accordance with the Disbursement Agreement and (b) if Mall II Buyer ever makes any claim that any of the Assigned Obligations have not been performed in accordance with the Phase II Mall Sale Agreement (as amended hereby), all decisions in connection with defending against, responding to and/or settling such claim shall be made jointly by Assignor and Assignee.

3.3 Assignor shall not be released by reason of this Agreement or the Assignment from liability arising from any failure by Assignee to perform any of the Assigned Obligations (“ Assignee Liability ”). All Assigned Obligations shall constitute joint and several obligations of Assignee and Assignor. As between Assignor and Assignee, Assignee agrees that it shall be solely responsible for any and all Assignee Liability and shall indemnify and hold harmless Assignor from and against all claims, expenses, losses, liabilities, damages, costs and expenses (including legal fees) suffered or incurred in connection therewith other than for a breach by Assignor under Section 3.1 . Assignor agrees that it shall be responsible for any breaches by it under Section 3.1 and shall indemnify and hold harmless Assignee from and against all claims, expenses, losses, liabilities, damages, costs and expenses (including legal fees) suffered or incurred by Assignee in connection therewith.

4.1 Assignor warrants and represents to Assignee and Mall II Buyer that:

4.2 Assignee warrants and represents to Assignor and Mall II Buyer that:

5.1 The Index of Defined Terms is hereby amended to replace the reference to “Sch. 12” for the term “Substantial Completion” in the Index of Defined Terms section of the Phase II Mall Sale Agreement with a reference to “Sch. 11”.

5.2 The first sentence of Section 2.3(a) of the Phase II Mall Sale Agreement is hereby amended and restated to read in its entirety as follows:

5.3 Each reference in Section 2.3(a) of the Phase II Mall Sale Agreement to “95%” shall be deemed to be a reference to “90%”.

5.4 The Leasing Plans that are part of Exhibit A of the Phase II Mall Sale Agreement are hereby replaced in their entirety with the Leasing Plans attached hereto and made a part hereof as Exhibit A.

5.5 Section 14.7 of the Phase II Mall Sale Agreement is amended by adding the words “by Developer” after “Closing Instruments” in the fifth line.

5.6 Section 15.1(b) of the Phase II Mall Sale Agreement is amended by adding the words “by Developer” after “Closing Instruments” in the fourth line.

5.7 Section 10.1(f) of the Phase II Mall Sale Agreement is hereby amended and restated to read in its entirety as follows:

5.8 Section 15.1(e) of the Phase II Mall Sale Agreement is amended by adding the words “and except as approved by Mall II Buyer” after “Except as set forth on Schedule 18” in the first line.

5.9 Section 20.2(b)(1)(ii)(A) of the Phase II Mall Sale Agreement is amended by adding the words “or by Developer (which net aggregate amount may be a positive or negative number)” after the words “Adjustment Payments made to Developer” in the second line of said clause.

5.10 Section 20.2(c)(1)(ii)(A) of the Phase II Mall Sale Agreement is amended by adding the words “or by Developer (which net aggregate amount may be a positive or negative number)” after the words “Adjustment Payments made to Developer” in the second line of said clause.

5.11 Section 10.1(a) of the Phase II Mall Sale Agreement is hereby amended and restated to read in its entirety as follows:

5.12 Section 10.1(b) of the Phase II Mall Sale Agreement is hereby amended and restated to read in its entirety as follows:

5.13 The definition of “Permitted Encumbrances” in Section 1.1 of the Phase II Mall Sale Agreement is hereby amended and restated to read in its entirety as follows:

““Permitted Encumbrances” means, collectively, (i) the Encumbrances described in Schedule “5” ; (ii) mechanics liens insured over by the Title Insurer in a manner reasonably satisfactory to Mall II Buyer or (if First American Title Insurance Company is not the Title Insurer) that First American Title Insurance Company would be willing to insure over in a manner reasonably satisfactory to Mall II Buyer and (iii) any other

Encumbrances that the Title Insurer insures over, or provides affirmative coverage with respect to, in a manner reasonably satisfactory to Mall II Buyer or (if First American Title Insurance Company is not the Title Insurer) that First American Title Insurance Company would be willing to insure over, or provide affirmative coverage with respect to, in a manner reasonably satisfactory to Mall II Buyer if it was the Title Insurer.”

5.14 Section 15.8 of the Phase II Mall Sale Agreement is hereby amended and restated to read in its entirety as follows:

5.15 The first sentence of Section 16.2 of the Phase II Mall Sale Agreement is hereby amended and restated to read in its entirety as follows:

“Developer shall bond or otherwise discharge of record, at Developer’s expense, any liens (excluding liens that are Permitted Encumbrances) filed against the Building in connection with the Landlord Build-Out or any contractor or subcontractor of Developer (or any other Persons claiming through or under Developer).”

6.1 This Agreement may be executed in one or more counterparts which when taken together shall constitute but one original.

6.2 This Agreement shall be binding on and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors in interest and assigns.

6.3 As amended hereby, the Phase II Mall Sale Agreement is ratified and confirmed in all respects. Mall II Buyer has no knowledge of any breach by Assignor of any of the Assigned Obligations as of the date hereof. Assignor has no knowledge of any breach by Mall II Buyer of any of Mall II Buyer’s obligations under the Phase II Mall Sale Agreement as of the date hereof.

6.4 Each of Assignee and Assignor agrees to execute, acknowledge (where appropriate) and deliver such other or further instruments as the other may reasonably require to confirm the obligations of Assignor and Assignee under this Agreement, or as may be otherwise reasonably requested by the other to carry out the intent and purposes of the foregoing

6.5 This Agreement shall be governed by the laws of Nevada (other than principles of conflicts of laws).

1.1 Capitalized terms used but not otherwise defined herein shall have the respective meanings given to such terms in the Phase II Mall Sale Agreement.

2.2 Mall II Buyer hereby consents to the Assignment. Such consent constitutes the prior written consent to assignment required pursuant to Section 24.9 of the Phase II Mall Sale Agreement.

3.1 Assignor and Assignee hereby agree, as between themselves, that in consideration of the agreement by Assignee to pay for the Mall Improvements (whether incurred on, before or after the date of this Agreement), including the Common

4.1 Assignor warrants and represents to Assignee and Mall II Buyer that:

(a) Trustor represents and warrants that:

(b) After an Event of Default, Trustor shall deliver to Beneficiary the executed originals of all Space Leases.

(a) Fixture Filing . Without in any way limiting the generality of the immediately preceding paragraph or of the definition of the Trust Estate, this Deed of Trust constitutes a fixture filing under Section 9 502 of the UCC (NRS 104.9502(3)). For such purposes, (i) the “ debtor ” is each Trustor and their respective addresses are the addresses given for each such Person in the initial paragraph of this Deed of Trust; (ii) the “secured party’ is Beneficiary, and its address for the purpose of obtaining information is the address given for it in the initial paragraph of this Deed of Trust; (iii) the real estate to which the fixtures are or are to become attached is Trustor’s interest in the Site, the Project and the Improvements; and (iv) the record owner of such real estate or interests therein is Trustor.

(b) Remedies . This Deed of Trust shall be deemed a security agreement as defined in the UCC and the remedies for any violation of the covenants, terms and conditions of the agreements herein contained shall include any or all of (i) those prescribed herein, and (ii) those available under applicable Legal Requirements, and (iii) those available under the UCC, all at Beneficiary’s sole election. In addition, a photographic or other reproduction of this Deed of Trust shall be sufficient as a financing statement for filing wherever filing may be necessary to perfect or continue the security interest granted herein.

(c) Derogation of Real Property . It is the intention of the parties that the filing of a financing statement in the records normally having to do with personal property shall never be construed as in anyway derogating from or impairing the express declaration and intention of the parties hereto as hereinabove stated that everything used in connection with the production of Income from the Trust Estate and/or adapted for use therein and/or which is described or reflected in this Deed of Trust is, and at all times and for all purposes and in all proceedings both legal or equitable, shall be regarded as part of the real property encumbered by this Deed of Trust irrespective of whether (i) any such item is physically attached to the Improvements, (ii) serial numbers are used for the better identification of certain equipment items capable of being thus identified in a recital contained herein or in any list filed with Beneficiary, or (iii) any such item is referred to or reflected in any such financing statement so filed at any time. It is the intention of the parties that the mention in any such financing statement of (1) rights in or to the proceeds of any fire and/or hazard insurance policy, or (2) any award in eminent domain proceedings for a taking or for loss of value, or (3) Trustor’s interest as lessor in any present or future Space Lease or rights to Rents, shall never be construed as in anyway altering any of the rights of Beneficiary as determined by this Deed of Trust or impugning the priority of Beneficiary’s real property Lien granted hereby or by any other recorded document, but such mention in the financing statement is declared to be for the protection of Beneficiary in the event any court or judge shall at any time hold with respect to the matters set forth in the foregoing clauses (1), (2) and (3) that notice of Beneficiary’s priority of interest to be effective against a particular class of Persons, including, but not limited to, the federal government and any subdivisions or entity of the federal government, must be filed in the UCC records.

(d) Priority; Permitted Financing of Tangible Collateral . All Personal Property of any nature whatsoever which is subject to the provisions of this security agreement shall be purchased or obtained by Trustor in its name and free and clear of any Lien or encumbrance, except for Permitted Liens, for use only in connection with the business and operation of the Project, and shall be and at all times remain free and clear of any lease or similar arrangement, chattel financing, installment sale agreement, security agreement and any encumbrance of like kind, so that Beneficiary’s security interest shall attach to and vest in Trustor for the benefit of Beneficiary, with the priority herein specified, immediately upon the installation or use of the Personal Property at the Site, the Project or the Improvements and Trustor warrants and represents that Beneficiary’s security interest in the Personal Property is a validly attached and binding security interest, properly perfected and prior to all other security interests therein subject to Permitted Liens.

(e) Preservation of Contractual Rights of Collateral . Trustor shall, prior to delinquency, default, or forfeiture, perform all obligations and satisfy all material conditions required on its part to be satisfied to preserve its rights and privileges under any contract, lease, license, permit, or other authorization (i) under which it holds any Tangible Collateral or (ii) which constitutes part of the Intangible Collateral, except where Trustor is contesting such obligations in good faith.

(f) Removal of Collateral . Except as permitted in the Mortgage Notes Indenture for damaged or obsolete Tangible Collateral which is either no longer usable or which is removed temporarily for repair or improvement or removed for replacement on the Trust Estate with Tangible Collateral of similar function or as otherwise permitted herein, none of the Tangible Collateral shall be removed from the Trust Estate without Beneficiary’s prior written consent.

(g) Change of Name . Trustor shall not change its corporate or business name, or do business within the State under any name other than such name, or any trade name(s) other than those as to which Trustor gives prior written notice to Beneficiary of its intent to use such trade names, or any other business names (if any) specified in the financing statements delivered to Beneficiary for filing in connection with the execution hereof, without providing Beneficiary with the additional financing statement(s) and any other similar documents deemed reasonably necessary by Beneficiary to assure that its security interest remains perfected and of undiminished priority in all such Personal Property notwithstanding such name change.

(h) Release of Liens . To the extent any property (including Specified FF&E) is financed by any lender pursuant to an FF&E Facility, the Trustee shall release the Liens in favor of the Beneficiary on such Specified FF&E and in connection therewith at the Trustor’s expense, execute and deliver to the Trustor such documents (including, without limitation UCC-3 termination statements) as the Trustor may reasonably request to evidence such termination.

(a) Subject to Trust Deed . Subject to compliance with requirements of applicable Nevada Gaming Laws, Trustor shall cause all of its Affiliates and Subsidiaries in any way involved with the operation of all or a portion of the Trust Estate to observe the covenants and conditions of this Deed of Trust to the extent necessary to give the full intended effect to such covenants and conditions and to protect and preserve the security of Beneficiary hereunder. Trustor shall, at Beneficiary’s request, cause any such Affiliate or Restricted Subsidiary to execute and deliver to Beneficiary or Trustee such further instruments or documents as Beneficiary may reasonably deem necessary to effectuate the terms of this Section 1.13(a).

(b) Restriction on Use of Subsidiary or Affiliate . Except as permitted under the Notes, the Mortgage Notes Indenture or any other Mortgage Notes Indenture Security Documents, Trustor shall not use any Affiliate or Subsidiary in the operation of the Trust Estate, the Project or the Easements if such use would in any way impair the security for the Notes and the Mortgage Notes Indenture or cause a breach of any covenant of this Deed of Trust or of any other Mortgage Notes Indenture Security Documents.

(b) Conflicts . In the event of any conflict or inconsistency between the provisions of this Deed of Trust and those of the Mortgage Notes Indenture, the provisions of the Mortgage Notes Indenture shall govern.

(a) If an Event of Default occurs, Beneficiary shall be entitled, at its option and in its sole and absolute discretion, to prepare and record on its own behalf, or to deliver to Trustee for recording, if appropriate, written declaration of default and demand for sale and written Notice of Default and Election to Sell (NRS 107.080) (or other statutory notice) to cause the Trust Estate to be sold to satisfy the obligations hereof, and in the case of delivery to Trustee, Trustee shall cause said notice to be filed for record.

(b) After the lapse of such time as may then be required by law following the recordation of said Notice of Breach and Election to Sell, and notice of sale having been given as then required by law, including compliance with all applicable Nevada Gaming Laws, Trustee without demand on Trustor, shall sell the Trust Estate or any portion thereof at the time and place fixed by it in said notice, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder, of cash in lawful money of the United States payable at the time of sale. Trustee

(c) After deducting all costs, fees and expenses of Trustee and of this Deed of Trust, including, without limitation, costs of evidence of title and reasonable attorneys’ fees of Trustee or Beneficiary in connection with a sale, Trustee shall apply the proceeds of such sale to payment of all sums expended under the terms hereof not then repaid, with accrued interest at the rate applicable to overdue principal set forth in Section 4.01 of the Mortgage Notes Indenture to the payment of all other sums then secured hereby and the remainder, if any, to the Person or Persons legally entitled thereto as provided in NRS 40.462.

(d) Subject to compliance with applicable Nevada Gaming Laws, if any Event of Default occurs, Beneficiary may, either with or without entry or taking possession of the Trust Estate, and without regard to whether or not the Obligations and other sums secured hereby shall be due and without prejudice to the right of Beneficiary thereafter to bring an action or proceeding to foreclose or any other action for any default existing at the time such earlier action was commenced, proceed by any appropriate action or proceeding: (1) to enforce payment of the Obligations, to the extent permitted by law, or the performance of any term hereof or any other right; (2) to foreclose this Deed of Trust in any manner provided by law for the foreclosure of mortgages or deeds of trust on real property and to sell, as an entirety or in separate lots or parcels, the Trust Estate or any portion thereof pursuant to applicable Legal Requirements or under the judgment or decree of a court or courts of competent jurisdiction, and Beneficiary shall be entitled to recover in any such proceeding all costs and expenses incident thereto, including reasonable attorneys’ fees in such amount as shall be awarded by the court; (3) to exercise any or all of the rights and remedies available to it under the Mortgage Notes Indenture and the other Mortgage Notes Indenture Security Documents; and (4) to pursue any other remedy available to it. Beneficiary shall take action either by such proceedings or by the exercise of its powers with respect to entry or taking possession, or both, as Beneficiary may determine.

(e) The remedies described in this Section 4.4 may be exercised with respect to all or any portion of the Personal Property, either simultaneously with the sale of any real property encumbered hereby or independent thereof. Beneficiary shall at any time be permitted to proceed with respect to all or any portion of the Personal Property in any manner permitted by the UCC. Trustor agrees that Beneficiary’s inclusion of all or any portion of the Personal Property (and all personal property that is subject to a security interest in favor, or for the benefit, of Beneficiary) in a sale or other remedy exercised with respect to the real property

(a) Subject to compliance with applicable Nevada Gaming Laws, if an Event of Default occurs, (i) Trustor, upon demand of Beneficiary, shall forthwith surrender to Beneficiary the actual possession and, if and to the extent permitted by law, Beneficiary itself, or by such officers or agents as it may appoint, may enter and take possession of all the Trust Estate including the Personal Property, without liability for trespass, damages or otherwise, and may exclude Trustor and its agents and employees wholly therefrom and may have joint access with Trustor to the books, papers and accounts of Trustor; and (ii) Trustor shall pay monthly in advance to Beneficiary on Beneficiary’s entry into possession, or to any receiver appointed to collect the Rents, all Rents then due and payable.

(b) If Trustor shall for any reason fail to surrender or deliver the Trust Estate, the Personal Property or any part thereof after Beneficiary’s demand, Beneficiary may obtain a judgment or decree conferring on Beneficiary or Trustee the right to immediate possession or requiring Trustor to deliver immediate possession of all or part of such property to Beneficiary or Trustee and Trustor hereby specifically consents to the entry of such judgment or decree. Trustor shall pay to Beneficiary or Trustee, upon demand, all reasonable costs and expenses of obtaining such judgment or decree and reasonable compensation to Beneficiary or Trustee, their attorneys and agents, and all such costs, expenses and compensation shall, until paid, be secured by the Lien of this Deed of Trust.

(c) Subject to compliance with applicable Nevada Gaming Laws, upon every such entering upon or taking of possession, Beneficiary or Trustee may hold, store, use, operate, manage and control the Trust Estate and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so act:

(a) In case of a foreclosure sale of all or any part of the Trust Estate and of the application of the proceeds of sale to the payment of the sums secured hereby, Beneficiary shall be entitled to enforce payment from Trustor of any additional amounts then remaining due and unpaid with respect to the Obligations and to recover judgment against Trustor for any portion thereof remaining unpaid, with interest at the interest rate applicable to overdue principal as set forth in Section 4.01 of the Mortgage Notes Indenture.

(b) Trustor hereby agrees to the extent permitted by law, that no recovery of any such judgment by Beneficiary or other action by Beneficiary and no attachment or levy of any execution upon any of the Trust Estate or any other property shall in any way affect the Lien and security interest of this Deed of Trust upon the Trust Estate or any part thereof or any Lien, rights, powers or remedies of Beneficiary hereunder, but such Lien, rights, powers and remedies shall continue unimpaired as before.

(a) Delegation . Trustee may exercise any of its powers through appointment of attorney(s) in fact or agents.

(b) Counsel . Trustee may select and employ legal counsel (including any law firm representing Beneficiary). Trustor shall reimburse all reasonable legal fees and expenses that Trustee may thereby incur.

(c) Security . Trustee shall be under no obligation to take any action upon any Event of Default unless furnished security or indemnity, in form satisfactory to Trustee, against costs, expenses, and liabilities that Trustee may incur.

(d) Costs and Expenses . Trustor shall reimburse Trustee, as part of the Obligations secured hereunder, for all reasonable disbursements and expenses (including reasonable legal fees and expenses and any expenses incurred by Trustee in complying with the Nevada Gaming Laws and Gaming Licenses) incurred by reason of and as provided for in this Deed of Trust, including any of the foregoing incurred in Trustee’s administering and executing the trust created by this Deed of Trust and performing Trustee’s duties and exercising Trustee’s powers under this Deed of Trust.

(e) Release . Upon satisfaction of the conditions for reconveyance contained in Section 6.10 hereof, Beneficiary shall request that Trustee release this Deed of Trust and Trustee shall release this Deed of Trust and reconvey to the Trust Estate in accordance with Section 6.10 hereof, provided , however , that Trustor shall pay all costs of recordation, if any, and all of Trustee’s and Beneficiary’s costs and expenses in connection with such release, including, but not limited to, reasonable attorneys’ fees.

(a) it is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada and has all licenses necessary to carry on its business as now being conducted therein;

(b) it has all limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder;

(c) the execution and delivery of this Agreement and the performance of its obligations hereunder and the consummation of the transactions contemplated hereby have all been duly and validly authorized by all requisite limited liability company action;

(d) this Agreement evidences the legal, valid, binding and enforceable obligations of Assignor, subject to: (i) applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally; and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or in law);

(e) the consummation of the transactions contemplated by this Agreement are being conducted in the course of the duly authorized business activities of Assignor and will not: (i) result in the breach of any term or provision of its organizational documents; or (ii) result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject;

(f) no consent, approval, authorization or order of any court or governmental agency or any other Person is required for the execution, delivery and performance by it of its obligations under this Agreement (other than consents, approvals and authorizations of Government Authorities that have not yet been obtained but that are reasonably expected to be obtained by dates that will permit all such obligations to be performed when required); and

(g) all of the covenants, conditions, agreements, terms and conditions on the part of Assignor to be performed under the Phase II Mall Sale Agreement arising prior to the date hereof have been performed by Assignor in all material respects and no act, condition or event exists thereunder which, with the giving of notice and/or passage of time would constitute a breach by Assignor thereunder.

(a) it is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada and has all licenses necessary to carry on its business as now being conducted therein;

(b) it has all limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder;

(c) the execution and delivery of this Agreement and the performance of its obligations hereunder and the consummation of the transactions contemplated hereby and thereby have all been duly and validly authorized by all requisite limited liability company action;

(d) this Agreement evidences the legal, valid, binding and enforceable obligations of Assignee hereunder, subject to: (i) applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally; and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or in law);

(e) the consummation of the transactions contemplated by this Agreement are being conducted in the course of the duly authorized business activities of Assignee and will not: (i) result in the breach of any term or provision of its

organizational documents; or (ii) result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject; and

(f) no consent, approval, authorization or order of any court or governmental agency or any other Person is required for the execution, delivery and performance by it of its obligations under this Agreement (other than consents, approvals and authorizations of Government Authorities that have not yet been obtained but that are reasonably expected to be obtained by dates that will permit all such obligations to be performed when required).

“All representations and warranties of Developer (without reference to any modifications thereof contained in Developer’s Representation Certificate) contained in this Agreement that are required to be true, correct and complete as of the Closing Date shall be true, correct and complete in all material respects subject, however, to matters known to Mall II Buyer as of the date hereof; provided, however that if, as of the Closing Date, there exists any outstanding judgments, orders, writs, injunction or decrees of any Government Authority or pending Legal

Proceedings against Developer in connection with the Phase II Land or the Development that are not reasonably likely to have a material adverse effect on the Phase II Mall, such state of facts shall not be deemed a violation or breach of the representation and warranty made by Developer in Section 15.1(c) hereof for purposes of this Section 10.1(f). Nothing in this Section 11.1(f) shall limit or abrogate in any way Developer’s obligations under Section 15.13 of this Agreement.”

(a) Trustor represents and warrants that:

(b) After an Event of Default, Trustor shall deliver to Beneficiary the executed originals of all Space Leases.

(b) Conflicts . In the event of any conflict or inconsistency between the provisions of this Deed of Trust and those of the Mortgage Notes Indenture, the provisions of the Mortgage Notes Indenture shall govern.

(a) Delegation . Trustee may exercise any of its powers through appointment of attorney(s) in fact or agents.

(b) Counsel . Trustee may select and employ legal counsel (including any law firm representing Beneficiary). Trustor shall reimburse all reasonable legal fees and expenses that Trustee may thereby incur.

(c) Security . Trustee shall be under no obligation to take any action upon any Event of Default unless furnished security or indemnity, in form satisfactory to Trustee, against costs, expenses, and liabilities that Trustee may incur.

(a) it is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada and has all licenses necessary to carry on its business as now being conducted therein;

(b) it has all limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder;

(c) the execution and delivery of this Agreement and the performance of its obligations hereunder and the consummation of the transactions contemplated hereby have all been duly and validly authorized by all requisite limited liability company action;

(i) Insurance . Trustor shall at its sole expense obtain for, deliver to, assign and maintain for the benefit of Beneficiary, during the term of this Deed of Trust, insurance policies insuring the Trust Estate and liability insurance policies, all in accordance with the requirements of Section 4.18 of the Mortgage Notes Indenture, if applicable. Trustor shall promptly pay when due any premiums on such insurance policies and on any renewals thereof and all payments required with respect to the procurement of insurance pursuant to the terms of the Cooperation Agreement (including, without limitation, Article VI thereof). In the event of the foreclosure of this Deed of Trust or any other transfer of title to the Trust Estate in extinguishment of the Obligations and other sums secured hereby, all right, title and interest of Beneficiary in and to all insurance policies and renewals thereof then in force shall pass to the purchaser or grantee.

(ii) Handling of Proceeds . All Proceeds from any insurance policies shall be disbursed in accordance with the provisions of Section 6.4 of

(i) Trustor has delivered to Beneficiary true, correct and complete copies of all Space Leases, including all amendments and modifications, written or oral existing as of the Closing Date;

(ii) Trustor has not executed or entered into any modifications or amendments of the Space Leases, either orally or in writing, other than written amendments that have been delivered or disclosed to Beneficiary in writing;

(iii) to Trustor’s knowledge, no default now exists under any Space Lease on the part of Trustor or the tenant thereunder;

(iv) to Trustor’s knowledge, no event has occurred that, with the giving of notice or the passage of time or both, would constitute such a default or would entitle Trustor or any other party under such Space Lease to cancel the same or otherwise avoid its obligations;

(v) Trustor has not accepted prepayments of installments of Rent under any Space Leases, except for installment payments not in excess of one month’s Rent and security deposits;

(vi) except for Permitted Liens, Trustor has not executed any assignment or pledge of any of Space Leases, the Rents, or of Trustor’s right, title and interest in the same; and

(vii) this Deed of Trust does not constitute a violation or default under any Space Lease, and is and shall at all times constitute a valid Lien on Trustor’s interests in the Space Leases.

(i) make all necessary and proper maintenance, repairs, renewals, replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire additional fixtures, personality and other property;

(ii) insure or keep the Trust Estate insured;

(iii) manage and operate the Trust Estate and exercise all the rights and powers of Trustor in their name or otherwise with respect to the same;

(iv) enter into agreements with others to exercise the powers herein granted Beneficiary or Trustee, all as Beneficiary or Trustee from time to time may determine; and, subject to the absolute assignment of the Rents and Leases to Beneficiary, Beneficiary or Trustee may collect and receive all the Rents, including those

(v) rent or sublet the Trust Estate or any portion thereof for any purpose permitted by this Deed of Trust.

(ii) Handling of Proceeds . All Proceeds from any insurance policies shall be disbursed in accordance with the provisions of Section 6.4 of

(i) Trustor has delivered to Beneficiary true, correct and complete copies of all Space Leases, including all amendments and modifications, written or oral existing as of the Closing Date;

(ii) Trustor has not executed or entered into any modifications or amendments of the Space Leases, either orally or in writing, other than written amendments that have been delivered or disclosed to Beneficiary in writing;

(iii) to Trustor’s knowledge, no default now exists under any Space Lease on the part of Trustor or the tenant thereunder;

(iv) to Trustor’s knowledge, no event has occurred that, with the giving of notice or the passage of time or both, would constitute such a default or would entitle Trustor or any other party under such Space Lease to cancel the same or otherwise avoid its obligations;

(v) Trustor has not accepted prepayments of installments of Rent under any Space Leases, except for installment payments not in excess of one month’s Rent and security deposits;

(vi) except for Permitted Liens, Trustor has not executed any assignment or pledge of any of Space Leases, the Rents, or of Trustor’s right, title and interest in the same; and

(vii) this Deed of Trust does not constitute a violation or default under any Space Lease, and is and shall at all times constitute a valid Lien on Trustor’s interests in the Space Leases.

(i) make all necessary and proper maintenance, repairs, renewals, replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire additional fixtures, personality and other property;

(ii) insure or keep the Trust Estate insured;

(iii) manage and operate the Trust Estate and exercise all the rights and powers of Trustor in their name or otherwise with respect to the same;

(v) rent or sublet the Trust Estate or any portion thereof for any purpose permitted by this Deed of Trust.

(i) After all FF&E Financings then available have been fully funded and utilized, request Advances from Phase II Hotel/Casino Funding Sources to pay Project Costs allocated to Eligible FF&E, but only if LCR establishes to the satisfaction of the Disbursement Agent that the items of Eligible FF&E to be acquired with such Advances will not be subject to a lien in favor of any Person other than the Bank Agent and the Mortgage Notes Indenture Trustee (it being understood that no such Advances will be made unless all conditions precedent to the requested Advance set forth in this Agreement and in the Bank Credit Agreement have been satisfied or waived in accordance herewith); and

(ii) Request the Advances contemplated by Section 2.2.3(b) .

(i) After the Phase II Mall Agent has confirmed that the Phase II Mall Construction Loan Obligations will be (after giving effect to the transactions to take place on such day) indefeasibly paid and performed, the Disbursement Agent shall withdraw any amounts remaining on deposit in the Phase II Mall Equity Account, the Phase II Mall Loan Proceeds Account, the Phase II Mall Cash Management Account and the Supplemental Mall Cash Account up to 125% of the Phase II Mall Required Completion Amount and deposit the same in the Phase II Hotel/Casino Equity Account, and the Disbursement Agent shall release any amounts remaining after such transfers to an account or accounts specified in the Loan Parties’ Phase II Mall Release Certificate;

(ii) To the extent that the amounts transferred to the Phase II Hotel/Casino Equity Account under clause (i) above are less than 125% of the Phase II Mall Required Completion Amount, then the Phase II Mall Lenders shall deposit or cause to be deposited in the Phase II Hotel/Casino Equity Account the remaining undrawn commitment under the Phase II Mall Construction Loan, up to an amount which, when aggregated with the amounts deposited in the Phase II Mall Equity Account under clause (i) above, is equal to 125% of the Phase II Mall Required Completion Amount;

(iii) To the extent the amounts transferred to the Phase II Hotel/Casino Equity Account under clauses (i) and (ii) above are less than 125% of the Phase II Mall Required Completion Amount, then LCR or the Phase II Mall Borrowers shall deposit or cause to be deposited additional funds into the Phase II Hotel/Casino Equity Account such that the aggregate amount deposited into such Account pursuant to clauses (i), (ii) and (iii) of this Section 2.8 is equal to 125% of the

Phase II Mall Required Completion Amount; provided, however, that, without affecting or waiving any Event of Default which may occur hereunder as a result of the failure by the LCR or the Phase II Mall Borrowers to make any such deposit, such failure shall not affect the sale of the equity interests in Phase II Mall Subsidiary by Phase II Mall Holding to the Phase II Mall Buyer and repayment of the Phase II Mall Construction Loan if the Phase II Mall Buyer is obligated to purchase such equity interests (or waives any unsatisfied conditions and completes such purchase); and

(iv) After making or causing to be made the deposit specified in clause (ii) above and indefeasible payment of the Phase II Mall Construction Loan, the Phase II Mall Agent and the Phase II Mall Lenders shall be released from all further obligations hereunder other than those which survive the expiration of or earlier termination of this Agreement. After making or causing to be made the deposit specified in clause (iii) above (to the extent any such deposit is required) and indefeasible payment of the Phase II Mall Construction Loan, the Phase II Mall Borrowers shall be released from all further obligations hereunder other than those which survive the expiration of or earlier termination of this Agreement.

(i) LCR shall, in accordance with the Phase II Mall Air Space Lease, transfer all of its right, title and interest in and to such legal parcel (and, after all such legal parcels have been created, to the entire Phase II Mall Air Parcel) to Phase II Mall Subsidiary by executing, delivering and recording at the Clark County, Nevada, Recorder’s Office a grant, bargain and sale deed substantially in the form of Exhibit V ;

(ii) the Phase II Mall Deed of Trust and the Phase II Mall Intercompany Loan Deed of Trust shall each be amended (A) to spread the Lien thereof to encumber Phase II Mall Subsidiary’s fee ownership of such legal parcel (and, after all such legal parcels have been created, to the entire Phase II Mall Air Parcel) and (B) after all such legal parcels have been created, to release the Phase II Mall Air Space Lease from the Liens thereof, and in each case shall be re-recorded at the Clark County, Nevada Recorder’s Office;

(iii) the Bank Agent shall deliver confirmation that the Liens held by the Bank Agent for the benefit of the Bank Lenders do not encumber any portion of the legal parcels that have been created in respect of the Phase II Mall Air Parcel (other than by the collateral assignment of the Phase II Mall Intercompany Loan Deed of Trust); and

(iv) LCR and Phase II Mall Subsidiary shall terminate the Phase II Mall Air Space Lease as to such legal parcel (and, after all such legal parcels have been created, to the entire Phase II Mall Air Space).

(i) the rights of the adverse claimants have been fully adjudicated in the court assuming and having jurisdiction of the claimants and the investments and amounts held pursuant to this Agreement; or

(ii) all differences shall have been adjusted by agreement, and the Disbursement Agent shall have been notified thereof in writing by all persons deemed by the Disbursement Agent, in its sole discretion, to have an interest therein.

(ii) Request the Advances contemplated by Section 2.2.3(b) .

(iv) LCR and Phase II Mall Subsidiary shall terminate the Phase II Mall Air Space Lease as to such legal parcel (and, after all such legal parcels have been created, to the entire Phase II Mall Air Space).

(i) the rights of the adverse claimants have been fully adjudicated in the court assuming and having jurisdiction of the claimants and the investments and amounts held pursuant to this Agreement; or

(ii) all differences shall have been adjusted by agreement, and the Disbursement Agent shall have been notified thereof in writing by all persons deemed by the Disbursement Agent, in its sole discretion, to have an interest therein.

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As filed with the Securities and Exchange Commission on October 22, 2004

Registration No. 333-118827

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LAS VEGAS SANDS CORP.
(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)		7011 (Primary Standard Industrial Classification Code Number)		27-0099920 (IRS Employer Identification Number)
3355 Las Vegas Boulevard South Las Vegas, Nevada 89109 (702) 414-1000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Frederick H. Kraus, Esq.
Las Vegas Sands Corp.
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 414-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

*Copies to:*
John C. Kennedy, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 (212) 373-3000		Raymond Y. Lin, Esq. Kirk A. Davenport II, Esq. Latham & Watkins LLP 885 Third Avenue, Suite 1000 New York, NY 10022-4834 (212) 906-1200

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: o

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated October 22, 2004.

Las Vegas Sands Corp.
Common Stock

This is an initial public offering of shares of common stock of Las Vegas Sands Corp. All of the shares of common stock are being sold by Las Vegas Sands Corp.

Prior to this offering, there has been no public market for the common stock. It is currently estimated that the initial public offering price per share will be between $ and $ . Las Vegas Sands Corp. has filed an application to list the common stock on the New York Stock Exchange under the symbol "LVS".

See "Risk Factors" on page 14 to read about factors you should consider before buying shares of the common stock.

NEITHER THE NEVADA STATE GAMING CONTROL BOARD, THE NEVADA GAMING COMMISSION NOR ANY OTHER GAMING REGULATORY AGENCY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR THE INVESTMENT MERITS OF THE SECURITIES OFFERED HEREBY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total
Initial public offering price	$	$
Underwriting discount	$	$
Proceeds, before expenses, to Las Vegas Sands Corp.	$	$

To the extent that the underwriters sell more than shares of common stock, the underwriters have the option to purchase up to an additional shares from Las Vegas Sands Corp. at the initial public offering price less the underwriting discount.

The underwriters expect to deliver the shares against payment in New York, New York on , 2004.

Goldman, Sachs & Co.

Prospectus dated , 2004.

PROSPECTUS SUMMARY

This summary highlights all material information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our common stock. You should read the entire prospectus carefully, including the section describing the risks of investing in our common stock under the caption "Risk Factors" and our financial statements and related notes included elsewhere in this prospectus before making an investment decision. Except as the context otherwise requires, references in this prospectus to the "Company," "we," "our" or "us" are to Las Vegas Sands Corp. and its consolidated subsidiaries, and the term "Las Vegas Sands Opco" refers to Las Vegas Sands, Inc., our operating subsidiary. Unless otherwise indicated, the information in this prospectus gives effect to our holding company merger described below. Unless otherwise indicated, the "pro forma" information in this prospectus gives effect to the transactions described in "Unaudited Pro Forma Condensed Consolidated Financial Statements." Some of the statements in this summary are forward-looking statements.

Our Company

Overview

We own and operate the Venetian Casino Resort and the Sands Expo and Convention Center in Las Vegas, Nevada, and the Sands Macao Casino in Macau, China. We are also in the process of developing two other casino resorts: the Palazzo Casino Resort, which will be adjacent to and connected with the Venetian Casino Resort, and the Macao Venetian Casino Resort in Macau. We have also entered into certain agreements to develop gaming properties in the United Kingdom and are exploring other gaming entertainment opportunities in Asia, Europe and the United States.

Our Las Vegas Properties

The Venetian Casino Resort is one of the most successful properties on Las Vegas Boulevard (known as the "Strip") and one of the largest and most luxurious casino resorts in the world. It is a Renaissance Venice-themed casino resort situated at one of the premier locations on the Strip, across from the Mirage and the Treasure Island Hotel and Casino and next to the Wynn Las Vegas Resort, which is currently under construction. Since its opening, the Venetian Casino Resort has been a "must-see" destination that provides visitors with first-class accommodations, gaming, entertainment, dining and meeting facilities and shopping at the only all-suites hotel on the Strip. The Venetian Casino Resort includes 4,040 suites, a gaming facility of approximately 116,000 square feet consisting of approximately 2,000 slot machines and 139 table games, and the Congress Center, a meeting and conference facility of approximately 650,000 square feet. In addition, The Grand Canal Shoppes located within the Venetian Casino Resort and owned by a third party offers approximately 500,000 square feet of shopping, dining and entertainment space. The Grand Canal Shoppes is one of the highest grossing malls per square foot in the United States, with mall shop sales per square foot of $912 in 2003. During the six months ended June 30, 2004, our occupancy rate (total occupied rooms divided by total available rooms) was 98.8% and our average daily room rate was $228.

The Venetian Casino Resort is directly connected to our Sands Expo and Convention Center, which we refer to as the Sands Expo Center, a 1.15 million square foot convention and trade show facility. Our ability to attract and accommodate trade show and convention business has been a key contributor to our success. Management believes that the Venetian Casino Resort and the Sands Expo Center, with a combined 1.8 million square feet of meeting and convention space, together comprise one of the largest hotel and meeting complexes in the world. This complex benefits from its prime location in Las Vegas, which is one of the most visited convention and trade show destinations in the United States. During 2003, approximately 5.7 million visitors attended trade shows and conventions in Las Vegas, with approximately 16% of these visitors attending events at the Sands Expo Center. The demand for rooms generated by visitors at the Sands Expo Center contributed to our mid-week occupancy rate (the occupancy rate from Sunday night through

Thursday night only) of 97.9% during the first six months of 2004, which compares favorably to the Las Vegas mid-week average occupancy rate of 86.5% during that period.

In August 2004, we began construction of the Palazzo Casino Resort, our second world-class luxury hotel, casino and resort with a design and ambiance reminiscent of high-end locales such as Beverly Hills, Bel Air and Rodeo Drive. The Palazzo Casino Resort will consist of an all-suites 50-floor luxury hotel tower with approximately 3,025 rooms, a gaming facility of approximately 105,000 square feet, an enclosed shopping, dining and entertainment complex of approximately 400,000 square feet, which we refer to as the Phase II mall, and additional meeting and conference space of approximately 450,000 square feet (which will comprise an addition to the Congress Center). Upon completion of the Palazzo Casino Resort, our combined Las Vegas facilities will have approximately 2.25 million gross square feet of meeting and convention space. We expect to fund the construction of the Palazzo Casino Resort at its current budget of approximately $1.6 billion (exclusive of land) with proceeds from the sale of The Grand Canal Shoppes, operating cash flow and debt financings. We have obtained facilities or commitments for all of the debt financing for the construction of the Palazzo Casino Resort at its current budget. We expect to open the Palazzo Casino Resort during the first quarter of 2007.

The Las Vegas market has shown consistent growth over the long term and recently, both in terms of visitation and expenditures, and has one of the highest hotel occupancy rates of any major market in the United States. According to the Las Vegas Convention and Visitors Authority (the "LVCVA"), the number of visitors traveling to Las Vegas has increased at a steady and significant rate over the last ten years, from 23.5 million visitors in 1993 to 35.5 million visitors in 2003. According to the LVCVA, Las Vegas was the most popular trade show destination in the United States in 2003. In 2003, Las Vegas hosted 38 of the largest 200 trade shows in the United States in terms of net square footage, and was one of the most popular convention destinations in the United States. In 2003, Las Vegas was among the most popular travel destinations in the United States with hotel occupancy rates among the highest of any major market in the country. To accommodate this popularity, Las Vegas has experienced a period of rapid hotel development, with the number of hotel and motel rooms in Las Vegas increasing from 86,053 in 1993 to 130,482 in 2003 (a 4.3% compound annual growth rate), according to the LVCVA. The concentration of luxury and themed casino hotels and resorts is expected to continue encouraging visitor interest in Las Vegas as a trade show, convention and vacation destination and, as a result, increase overall demand for hotel rooms, gaming and entertainment. An increasing number of destination resorts are developing non-gaming entertainment to complement their gaming activities in order to draw additional visitors. According to the LVCVA, while gaming revenues have increased from $4.7 billion in 1993 to $7.8 billion in 2003 (a 5.2% compound annual growth rate), non-gaming tourist revenues increased from $10.4 billion in 1993 to $24.9 billion in 2003 (a 9.1% compound annual growth rate).

The Macau Properties

We are currently the sole government-approved subconcessionaire under one of only three concessions granted to operate casinos in Macau, China. One of the world's largest gaming markets with approximately $3.7 billion in gaming revenue in 2003, Macau is located in a highly-populated region of the world that we believe is currently underserved by its regional gaming facilities. Macau is the only location in China that permits casino gaming and is located in a highly-populated region of the world with approximately 1.0 billion people living within a three-hour flight of Macau. In July 2004, there were approximately 1.5 million visits to Macau according to the Macau Statistics and Census Service. The Chinese government has recently removed certain internal travel restrictions, allowing mainland Chinese from certain urban centers and economically developed regions to visit Macau without joining a tour group, and increased the amount of renminbi (the Chinese currency) that Chinese citizens are permitted to bring into Macau. We expect tourism in Macau to continue to grow as the Chinese government continues to implement its policy of liberalizing historical restrictions on travel and currency movements.

On May 18, 2004, we opened the first phase of the Sands Macao, the first Las Vegas-style casino to open in Macau, located in the heart of Macau's gaming district. The remaining portion of the Sands Macau opened in late August 2004. The property offers approximately 328 table games and approximately 667 slot machines or similar electronic gaming devices, numerous restaurants, luxurious VIP suites and gaming room facilities and other high-end services and amenities. Management believes that the Sands Macao is the premier facility in the region, with a quality of construction, first-class accommodations and high-end amenities that are not available at competing facilities. In July 2004, the Sands Macao had 1,075,310 visits (based on a metal detector machine count of the total number of persons entering into the casino from its four entry points).

We also intend to build, own and operate under our subconcession the Macao Venetian Casino Resort, an all-suites hotel, casino and convention center complex with a Venetian- style theme similar to that of our Las Vegas property, in Cotai (an area of reclaimed land between the islands of Taipa and Coloane in Macau). In connection with this development, we are sponsoring a plan for the development of a "Cotai Strip" designed to meet the demand generated by the rapidly-growing Asian gaming market. We have submitted to the Macau government a development plan that comprises six other hotel developments in addition to the Macao Venetian Casino Resort, constructed on an area of about 80 hectares in Cotai. The proposed development is expected to include hotels, exhibition and conference facilities, casinos (which we plan to operate), showrooms, shopping malls, spas, world-class restaurants and entertainment facilities and other attractions. As the anchor property at the corner of entry to the Cotai Strip, the Macao Venetian Casino Resort is expected to include approximately 3,000 suites (with 1,500 suites fully completed at opening and another 1,500 suites to be completed at a future date, depending upon market conditions and demand) and 546,000 square feet of gaming facilities. The completion of the Macao Venetian Casino Resort is not dependent upon governmental approval for the Cotai development plan and development has begun with a scheduled opening date in the first quarter of 2007. The other six hotel developments on the Cotai Strip will be developed, constructed and financed by independent lodging companies and investor groups. We have entered into six non-binding letters of intent for these hotel developments. After development, subject to Macau government approval, we plan to lease and operate the casinos and showroom portions of these facilities under our gaming subconcession, while these third parties will operate the hotel, retail and meeting space portions together with associated amenities.

Business Strategy and Competitive Strengths

Las Vegas Strategy

Our Las Vegas strategy is to create a unique, world-class, "must-see" destination resort complex that caters to premium clientele and effectively leverages our convention-driven business model. To implement this strategy, we intend to:

•: expand on our operation of uniquely-themed "must-see" destination resort facilities which are strategically located at the heart of the Las Vegas Strip;
•: drive recurring, predictable high hotel occupancy and casino use rates, especially during mid-week periods, through events held at our convention facilities which generate significant non-hotel traffic during these periods;
•: capture superior hotel room rates through a differentiated all-suites offering of first class services and high-end resort facilities. In the first six months of 2004, the Venetian Casino

Resort's average daily room rate was approximately $228 compared to $92 for Las Vegas during this period according to the LVCVA;

•: target higher-budget customers who drive incremental revenues through a unique offering of exceptional hospitality, restaurant shopping and gaming facilities;
•: attract world-famous chefs, prestigious art institutions, premium retailers and first class leisure facilities at our casino resort facilities and leverage the international recognition of these brands to promote our own Venetian brand;
•: develop Asian-focused offerings to meet the expectations of high-end Asian customers whom we expect will represent an increasing segment of premium gaming customers as Asian gaming markets grow and our Macau operations expand; and
•: capture operating efficiencies through the development and management of three interconnected facilities, the Venetian Casino Resort, the Sands Expo Center and the Palazzo Casino Resort, which were originally designed to complement each other and form the largest integrated hotel and convention facility in the world.

As further described in "Risk Factors" beginning on page 14 of this prospectus, we operate in a highly competitive industry that is particularly sensitive to consumer spending, economic downturns and terrorist acts, and our planned construction project for the Palazzo Casino Resort is subject to substantial risks.

Global Expansion Strategy

Our global expansion strategy is to aggressively pursue development opportunities in gaming markets worldwide with attractive growth prospects. To implement this strategy, we intend to:

•: showcase our successful Las Vegas properties to position ourselves as a casino developer and operator of choice and win new development opportunities in jurisdictions which are turning to large-scale casino resorts projects as catalysts for economic expansion;
•: take full advantage of our "first mover" status in Macau to fine-tune the appeal of our offerings to the Asian mass-market and our marketing methods in support of further development in the region;
•: leverage Macau's position as the only legalized gaming locale in China and its proximity to densely populated, wealthy and rapidly-developing regions;
•: position the Sands Macao as a day-trip mass-market product and the Macao Venetian Casino Resort and the Cotai Strip resorts as destination resorts that promote multi-day visits;
•: deliver the Las Vegas experience to the Asian marketplace to satisfy the largely untapped high demand for Las Vegas-style gaming facilities in the region;
•: aggressively pursue development opportunities in other emerging markets with attractive growth prospects, including the United Kingdom where the legislative process for the expansion of casino gaming is currently underway; and
•: extend our successful "Sands," "Venetian" and "Palazzo" brands worldwide and cross-market our Las Vegas offerings as international opportunities arise.

As further described in "Risk Factors" beginning on page 14 of this prospectus, our international operations are subject to certain political and economic risks. We have substantial investment obligations in Macau which we must fulfill by agreed-upon deadlines or we may lose the right to operate the Sands Macao and our other Macau properties. Competition in Macau is intense and is expected to intensify as the other concessionaires, including our competitor Wynn Resorts, open new properties and could intensify further if additional gaming concessions and subconcessions are granted by the Macau government.

Experienced Management Team

Our senior management team has an average of 30 years of experience in the hotel, gaming and convention industries. The team is significantly incentivized through its ownership in our company. We also have a 24-person in-house development and construction staff, the senior management of which averages 33 years of experience, including eight years with our company.

Reorganization Transactions

Prior to this offering, we conducted our business through Las Vegas Sands Opco and its subsidiaries. Sheldon G. Adelson, our principal stockholder, and trusts for the benefit of Mr. Adelson and his family members beneficially owned approximately 94.3% of Las Vegas Sands Opco prior to this offering.

Since our management team and significant stockholders wish to have a holding company for this initial public offering, immediately prior to the closing of this offering we will acquire 100% of the capital stock of Las Vegas Sands Opco. This will be effected by merging Las Vegas Sands Opco with and into our wholly-owned subsidiary, with Las Vegas Sands Opco surviving as our operating subsidiary. We refer to this merger as the "holding company merger." In connection with the holding company merger, holders of Las Vegas Sands Opco's common stock will receive shares of our common stock for each share of Las Vegas Sands Opco common stock that they own and we will receive all of the outstanding shares of common stock of Las Vegas Sands Opco. Options to purchase shares of common stock of Las Vegas Sands Opco will be converted into options to purchase shares of our common stock. We will also grant demand and piggy-back registration rights to certain of our stockholders, including our principal stockholder, with respect to their shares of our common stock under a registration rights agreement. Investors in this offering will purchase shares of our common stock.

On July 29, 2004, Las Vegas Sands Opco acquired all of the capital stock of Interface Group Holding Company, Inc., which we refer to as Interface Holding, from Mr. Adelson in exchange for 220,370 shares of Las Vegas Sands Opco common stock. Interface Holding indirectly owns the Sands Expo Center and holds a redeemable preferred interest in Las Vegas Sands Opco's wholly-owned subsidiary Venetian Casino Resort, LLC. These transactions are referred to collectively as the Interface transactions. The acquisition of Interface Holding was approved by a committee of independent directors of Las Vegas Sands Opco. The acquisition consideration was the result of negotiations among Mr. Adelson, senior management and a non-employee director of Las Vegas Sands Opco. The factors used to determine the consideration paid to Mr. Adelson included:

•: an independent appraisal of the value of the Sands Expo Center;
•: the unique value the Sands Expo Center represents to the Venetian Casino Resort;
•: the aggregate liquidation preference of the preferred interest in Venetian Casino Resort, LLC at the time of acquisition;
•: the outstanding indebtedness of Interface Holding and its subsidiaries at the time of acquisition; and
•: to determine the value of the private company stock price of Las Vegas Sands Opco, the same factors as those used by Las Vegas Sands Opco to determine the exercise price of options that it granted at substantially the same time under its stock option plan.

Based upon those factors, the value of the Las Vegas Sands Opco common stock received by Mr. Adelson at the time of the acquisition was determined to be approximately $331.0 million. Immediately prior to the consummation of the Interface transactions, Interface Holding made an approximately $15.3 million distribution of cash and assets unrelated to the Sands Expo Center to Mr. Adelson, which we refer to as the Interface Distribution. The value of these assets was excluded in determining the value of the consideration we paid to Mr. Adelson in the Interface transactions.

Following this acquisition, Las Vegas Sands Opco made an equity contribution of approximately $27.0 million to Interface Group-Nevada, Inc., the direct owner of the Sands Expo Center and a wholly-owned subsidiary of Interface Holding. On July 30, 2004, Interface Group-Nevada entered into a $100.0 million mortgage loan, which we refer to as the Interface mortgage

loan. It then used the proceeds from that loan and a portion of the approximately $27.0 million equity contribution to repay in full $124.3 million of outstanding notes payable under its prior mortgage loan from an unaffiliated entity, and to pay related fees and expenses. We refer to this refinancing as the Interface Refinancing.

As a result of this offering, Las Vegas Sands Opco will convert from a subchapter S corporation to a taxable "C" corporation for income tax purposes and intends to make a tax distribution to all of its stockholders, which includes Mr. Adelson, immediately prior to the proposed conversion. The amount of the tax distribution will be based on the estimated taxable income of Las Vegas Sands Opco for fiscal 2004 and the highest aggregate effective marginal rate of federal, state and local income tax (or, if applicable, alternative minimum tax) to which any stockholder of Las Vegas Sands Opco immediately prior to the conversion would be subject, as provided under our debt instruments. We estimate the aggregate amount to be distributed will be approximately $ . In connection with the proposed conversion of Las Vegas Sands Opco from a subchapter S corporation to a taxable "C" corporation for income tax purposes, we also expect to enter into an indemnification agreement pursuant to which we will agree to indemnify those of our stockholders who were stockholders of Las Vegas Sands Opco immediately prior to the proposed conversion against certain tax liabilities incurred by these stockholders as a result of adjustments to the taxable income of Las Vegas Sands Opco with respect to taxable periods during which Las Vegas Sands Opco was a subchapter S corporation for income tax purposes.

Construction of Palazzo Casino Resort and Related Financing Transactions

The Palazzo Casino Resort is expected to cost us approximately $1.6 billion (exclusive of land and certain incentive payments to executives made in July 2004). In addition, we expect tenants will make significant additional expenditures to build out stores and restaurants in the Palazzo Casino Resort. The Palazzo Casino Resort is expected to open during the first quarter of 2007. As of June 30, 2004, we had incurred approximately $120.9 million in design, pre-development and construction costs for the Palazzo Casino Resort.

On August 20, 2004, we entered into a $1.010 billion senior secured credit facility and on September 30, 2004, we entered into a $250.0 million construction loan to, among other things, finance the Palazzo Casino Resort construction costs. In addition, we have a commitment for a furniture, fixtures and equipment ("FF&E") credit facility of up to $135.0 million. We used a portion of the proceeds from our new $1.010 billion senior secured credit facility to repay in full our prior senior secured credit facility and pay for transaction costs. We intend to use the remaining proceeds from this facility, proceeds from the Phase II mall construction loan and the FF&E credit facility, the remaining net proceeds from the sale of The Grand Canal Shoppes described below and a portion of our operating cash flow to fund the development and construction costs for the Palazzo Casino Resort, and to pay related fees and expenses. These financings and the use of proceeds therefrom, are collectively referred to throughout this prospectus as the financing transactions.

Sale of The Grand Canal Shoppes and Lease of Restaurant and Retail Assets

On May 17, 2004, we sold The Grand Canal Shoppes and leased certain restaurant and other retail assets of the Venetian Casino Resort for approximately $766.0 million in gross proceeds to a subsidiary of General Growth Properties ("GGP"). In conjunction with the sale of The Grand Canal Shoppes, we repaid the $120.0 million secured loan facility relating to The Grand Canal Shoppes, which we refer to as the secured mall facility, repurchased $6.4 million in principal amount of our mortgage notes pursuant to an asset sale offer, made tax distributions to all of our stockholders at the time in the aggregate amount of $107.9 million and made incentive payments to certain of our executives in the aggregate amount of $62.0 million. The tax distributions were made in order to

provide these stockholders with funds to pay taxes attributable to taxable income of Las Vegas Sands Opco (including the taxable income of Las Vegas Sands Opco associated with the sale of the Grand Canal Shoppes) that flowed through to them by virtue of Las Vegas Sands Opco's status as a subchapter S corporation for income tax purposes. We intend to use the remaining net proceeds from The Grand Canal Shoppes sale to finance a portion of the cost of constructing the Palazzo Casino Resort.

As part of The Grand Canal Shoppes sale, we entered into an agreement with GGP to construct and sell the shopping, dining and entertainment complex of the Palazzo Casino Resort. The purchase price that GGP has agreed to pay for the Phase II mall is the greater of $250.0 million and the Phase II mall's net operating income for months 19 through 30 of its operations (assuming that the rent due from all tenants in month 30 was actually due in each of months 19 through 30) divided by a capitalization rate. The capitalization rate is .06 for every dollar of net operating income up to and including $38.0 million and .08 for every dollar of net operating income above $38.0 million.

Corporate and Ownership Structure

We were incorporated in Nevada in August 2004. Our principal operating subsidiary, Las Vegas Sands Opco, was incorporated in Nevada in 1988. Our principal executive office is located at 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109. Our telephone number at that address is (702) 414-1000. Our website address is www.venetian.com . The information on our website is not part of this prospectus.

Upon consummation of this offering, Mr. Adelson and trusts for the benefit of Mr. Adelson and his family members will beneficially own approximately % of our outstanding common stock. As a result, following this offering, Mr. Adelson will continue to exercise a significant influence over our business policies and affairs. In particular, Mr. Adelson will be able to control the composition of our board of directors and any action requiring the approval of our stockholders, such as the adoption of amendments to our articles of incorporation and the approval of a merger or sale of substantially all of our assets.

We beneficially own 100% of the capital stock of Venetian Macau S.A., the owner and operator of the Sands Macao casino. Under the requirements of applicable Macau law, two individuals own 10% and 0.005%, respectively, of the capital stock of Venetian Macau S.A. However, each of them has assigned all of his respective economic, voting and other rights in the shares to our subsidiary Venetian Venture Development Intermediate Limited.

Set forth below is our ownership structure showing our principal subsidiaries upon consummation of this offering (assuming that the underwriters' overallotment option is not exercised).

The Offering

Common stock offered by us		shares.
Common stock to be outstanding immediately after this offering		shares.
Proposed New York Stock Exchange symbol		"LVS".
Use of proceeds		We intend to use the net proceeds from the sale of the shares for general corporate purposes and working capital. In particular, we may use the net proceeds to fund our development projects in Macau, the United Kingdom and other jurisdictions.
Dividends		We do not expect to pay cash dividends on our common stock in the foreseeable future.
Risk Factors		Investment in our common stock involves substantial risks. You should carefully read and consider the information set forth under "Risk Factors" and all other information set forth in this prospectus before investing in our common stock.

Unless we specifically state otherwise, the information in this prospectus:

•: assumes that our common stock will be sold at $ per share, which is the mid-point of the range set forth on the cover of this prospectus;
•: assumes that the underwriters will not exercise the over-allotment option granted to them by us;
•: gives effect to the holding company merger and the exchange of each outstanding share of Las Vegas Sands Opco common stock into shares of our common stock; and
•: excludes, in the number of shares of common stock to be outstanding after this offering, options to purchase shares of common stock outstanding at , 2004, at a weighted-average exercise price of $ per share.

Summary Historical and Pro Forma Financial and Other Data

The historical statement of operations and other financial data of Las Vegas Sands Opco for the years ended December 31, 2001, 2002 and 2003 are derived from, and are qualified by reference to, the audited consolidated financial statements included elsewhere in this prospectus. The historical statement of operations and other financial data of Las Vegas Sands Opco for the six months ended June 30, 2003 and 2004 and the balance sheet data of Las Vegas Sands Opco at June 30, 2004 are derived from, and are qualified by reference to, the unaudited consolidated financial statements of Las Vegas Sands Opco for these periods included elsewhere in this prospectus. The audited and unaudited consolidated financial statements included elsewhere in this prospectus have been restated due to the acquisition on July 29, 2004 of all of the common stock of Interface Holding from our principal stockholder. Las Vegas Sands Opco has accounted for this acquisition as a reorganization of entities under common control, in a manner similar to a pooling-of-interests. In the opinion of management, the unaudited financial statements reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results of operations of Las Vegas Sands Opco for those periods. The results of operations of Las Vegas Sands Opco for the six months ended June 30, 2004 are not necessarily indicative of the results to be expected for the full year or for any future period. The unaudited pro forma statement of operations and balance sheet data of Las Vegas Sands Opco is derived from the unaudited condensed consolidated pro forma financial statements appearing elsewhere in this prospectus and give effect to The Grand Canal Shoppes sale and certain other transactions described under "Unaudited Pro Forma Condensed Consolidated Financial Statements." The other operating data for all periods presented have been derived from our internal records. The following information should be read in conjunction with "Use of Proceeds," "Capitalization," "Unaudited Pro Forma Condensed Consolidated Financial Statements," "Selected Historical Financial and Other Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements, the related notes and other financial information included elsewhere in this prospectus.

Pro Forma Financial Data

		Year Ended December 31, 2003			Six Months Ended June 30, 2004
		(dollars in thousands, except per share data)
Statement of Operations Data
Revenues
	Casino	$	272,804		$	228,597
	Rooms		251,397			164,597
	Food and beverage		80,207			65,681
	Retail and other		91,037			56,710

			695,445			515,585
Promotional allowances			(44,839	)		(26,516	)

Net revenues			650,606			489,069
Operating expenses
	Casino		128,170			98,536
	Rooms		64,819			38,717
	Food and beverage		40,177			32,831
	Retail and other		46,745			29,024
	Provision for doubtful accounts		8,197			6,692
	General and administrative		124,212			76,045
	Corporate expense		10,176			5,704
	Rental expense		7,571			3,803
	Pre-opening and developmental expense		10,525			19,107
	Depreciation and amortization		48,708			30,559

			489,300			341,018

	Year Ended December 31, 2003			Six Months Ended June 30, 2004
	(dollars in thousands, except per share data)
Operating income		161,306			148,051
Interest expense, net		(115,207	)		(62,080	)
Other income		887			—
Loss on early retirement of debt		—			(224	)

Income before provision for income taxes		46,986			85,747
Provision for income taxes		(20,982	)		(30,650	)

Net income	$	26,004		$	55,097

Per share data
Basic earnings per share(1)	$	21.31		$	45.15

Diluted earnings per share(1)	$	21.27		$	45.09

Other Financial Data
EBITDA(2)	$	210,901		$	178,386

	As of June 30, 2004
	Actual		Pro Forma		As Adjusted(3)
	(dollars in thousands)
Balance Sheet Data
Cash and cash equivalents	$	684,482	$	644,618
Restricted cash and cash equivalents	$	33,744	$	389,281	$	389,281
Total assets	$	2,418,840	$	2,759,510
Long term debt	$	1,409,380	$	1,796,880	$	1,796,880
Stockholders' equity	$	565,448	$	538,505

Summary Historical Financial and Operating Data

		Year Ended December 31,									Six Months Ended June 30,
		2001			2002			2003			2003			2004
		(dollars in thousands, except other operating and per share data)
Statement of Operations Data
Revenues
	Casino	$	227,240		$	256,484		$	272,804		$	136,691		$	228,597
	Rooms		204,242			206,706			251,397			113,930			164,597
	Food and beverage		59,490			67,645			80,207			39,248			65,681
	Retail and other		138,595			126,709			132,202			65,125			73,489

			629,567			657,544			736,610			354,994			532,364
Less—Promotional allowances			(42,594	)		(34,208	)		(44,856	)		(19,437	)		(26,521	)

Net revenues			586,973			623,336			691,754			335,557			505,843

Operating expenses
	Casino		139,223			118,843			128,170			63,368			98,536
	Rooms		50,039			53,435			64,819			29,082			38,717
	Food and beverage		29,391			35,144			40,177			18,997			32,831
	Retail and other		54,377			51,332			53,556			26,119			31,275
	Provision for doubtful accounts		20,198			21,393			8,084			4,756			6,692
	General and administrative		105,063			112,913			126,134			60,727			76,748
	Corporate expense		6,079			10,114			10,176			4,396			5,704
	Rental expense		8,074			7,640			10,128			5,067			4,689
	Pre-opening and developmental expense		355			5,925			10,525			4,845			19,107
	Depreciation and amortization		43,972			46,662			53,859			23,514			32,383
	Gain on sale of The Grand Canal Shoppes														(418,222	)

			456,771			463,401			505,628			240,871			(71,540	)

	Year Ended December 31,									Six Months Ended June 30,
	2001			2002			2003			2003			2004
	(dollars in thousands, except other operating and per share data)
Operating income		130,202			159,935			186,126			94,686			577,383
Interest expense, net		(119,007	)		(121,432	)		(120,317	)		(57,532	)		(64,197	)
Other income (expense)		(1,938	)		1,045			825			819			(9	)
Loss on early retirement of debt(4)		(1,383	)		(51,392	)		—			—			(1,371	)

Net income (loss)	$	7,874		$	(11,844	)	$	66,634		$	37,973		$	511,806

Per share data
Basic earnings (loss) per share(1)	$	6.45		$	(9.71	)	$	54.60		$	31.12		$	419.39
Diluted earnings (loss) per share(1)	$	6.45		$	(9.71	)	$	54.51		$	31.04		$	418.89
Dividends declared per share(1)(5)	$	—		$	—		$	3.44		$	—		$	88.42
Weighted average shares outstanding (basic)(1)		1,220,370			1,220,370			1,220,370			1,220,370			1,220,370
Weighted average shares outstanding (diluted)(1)		1,220,370			1,220,370			1,222,370			1,223,370			1,221,807
Other Financial Data
Net cash provided by operating activities	$	65,752		$	86,842		$	137,116		$	56,724		$	233,582
Net cash provided by (used in) investing activities	$	(60,291	)	$	(240,237	)	$	(298,326	)	$	(118,941	)	$	520,973
Net cash provided by (used in) financing activities	$	(66	)	$	194,119		$	207,520		$	45,537		$	(222,866	)
Capital expenditures	$	56,025		$	136,740		$	279,948		$	174,201		$	236,093
EBITDA(2)	$	170,853		$	156,250		$	240,810		$	119,019		$	608,386
Other Las Vegas Properties Operating Data
Occupancy(6)(7)		94.6	%		95.6	%		96.0	%		97.7	%		98.8	%
Average daily room rate(6)(8)	$	196		$	196		$	204		$	211		$	228
Revenue per available room(6)(9)	$	185		$	187		$	195		$	207		$	225
Average number of table games(6)(10)		123			126			126			128			134
Table games drop per unit per day(6)(11)	$	21,560		$	18,808		$	17,969		$	18,144		$	19,793
Average number of slot machines(6)(12)		2,159			2,036			1,995			2,005			2,001
Slot machine win per unit per day(6)(13)	$	130		$	136		$	165		$	146		$	185
Number of Sands Expo Center visitors per day(6)(14)		9,445			7,711			7,707			8,533			4,836
Number of show days at Sands Expo Center(14)		110			121			116			46			82
													Two Months Ended July 31, 2004
Macau Property Data(15)
Net income													$	36,900
EBITDA													$	41,400
Aggregate table games drop													$	608,200

(1): Net income (loss) per share and shares outstanding for all periods presented retroactively reflect the impact of the first quarter 2002 stock split which increased the number of shares of common stock of Las Vegas Sands Opco outstanding from 925,000 to 1,000,000 and the issuance of 220,370 shares of common stock of Las Vegas Sands Opco in connection with the acquisition of Interface Holding on July 29, 2004. The impact of outstanding options to purchase 5,500 shares of common stock of Las Vegas Sands Opco has not been included in the computation of diluted earnings (loss) per share for the year ended December 31, 2002, as their impact would have been antidilutive. There were no options outstanding for 2001.
(2): EBITDA consists of net income before interest, taxes, depreciation and amortization. EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations. In particular, management utilizes EBITDA to compare the operating profitability of its casino operations with those of its competitors. We are also presenting EBITDA because it is used by some investors as a way to measure a company's ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming companies have historically reported EBITDA as a supplemental performance measure to GAAP financial measures. When evaluating EBITDA, investors should consider, among other factors, (1) increasing or decreasing trends in EBITDA and (2) how EBITDA compares to levels of debt and interest expense. However, EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity) as determined in accordance with generally accepted accounting principles. We have significant uses of cash flow, including capital expenditures, interest payments and debt principal repayments, which are not reflected in EBITDA. All companies do not calculate EBITDA in the same manner. As a result, EBITDA as presented by us may not be comparable to similarly titled measures presented by other companies.

The following is a reconciliation of net income to EBITDA (in thousands):

														Six Months Ended June 30,
		Year Ended December 31,
		Year Ended December 31,									Pro Forma Year Ended December 31, 2003									Pro Forma Six Months Ended June 30, 2004
		2001			2002			2003			Pro Forma Year Ended December 31, 2003			2003			2004			Pro Forma Six Months Ended June 30, 2004
Net income (loss)		$	7,874		$	(11,844	)	$	66,634		$	26,004		$	37,973		$	511,806		$	55,097
	Interest income		(5,162	)		(3,027	)		(2,125	)		(1,977	)		(1,033	)		(1,094	)		(1,027	)
	Interest expense		124,169			124,459			122,442			117,184			58,565			65,291			63,107
	Provision for income taxes		—			—			—			20,982			—			—			30,650
	Depreciation and amortization		43,972			46,662			53,859			48,708			23,514			32,383			30,559

EBITDA		$	170,853		$	156,250		$	240,810		$	210,901		$	119,019		$	608,386		$	178,386

(3): On an as adjusted basis to reflect the pro forma transactions and this offering at an assumed initial offering price of $ , the mid-point of the range shown on the cover of this prospectus and the application of the net proceeds that we expect to receive from this offering.
(4): In April 2002, the Financial Accounting Standards Board ("FASB") issued Statement No. 145 ("SFAS 145") "Rescission of FASB Statements Nos. 4, 44 and 64 and Amendment of FASB Statement No. 13." SFAS 145 addresses the presentation for losses on early retirements of debt in the statement of operations to the extent they do not meet the requirements of APB Opinion No. 30. We have adopted SFAS 145 and no longer present losses on early retirements of debt as an extraordinary item. Accordingly, prior period losses on early retirement of debt have been reclassified to other income (expense) to conform to this new presentation in the accompanying table.
(5): Las Vegas Sands Opco intends to make additional tax distributions to stockholders immediately prior to its conversion from a subchapter S Corporation to a taxable "C" corporation for income tax purposes as permitted under its existing debt instruments. Subsequent to the completion of this offering, we do not expect to pay cash dividends on our common stock in the foreseeable future.
(6): Operating data represents the average for the respective periods.
(7): Occupancy represents the percentage of total occupied rooms to total available rooms. An occupied room is a rented room for one night. Available rooms represents the number of total rooms less off-the-market rooms and out-of-order rooms. Total occupancy uses this formula for every day in a period cited while mid-week occupancy period uses the same formula described above for the period Sunday night through Thursday night for the total period cited.
(8): Average daily room rate ("ADR") is total room revenue divided by total occupied rooms.
(9): Revenue per available room ("RevPAR") is total room revenue divided by total available rooms.
(10): Average number of table games represents the number of table games on the casino floor each day divided by the number of days.
(11): Table games drop per unit per day represents the total table games drop divided by average number of tables divided by number of days. Table games drop represents the sum of markers issued (credit instruments) less markers paid at the table, plus cash deposited in the table drop box.
(12): Average number of slot machines represents the number of slot machines on the casino floor each day divided by the number of days.
(13): Slot machine win per unit per day represents the daily average of slot machine win divided by the number of machines in service. Win is the amount of money deposited into the slot machine that we win and record as revenue.
(14): This data is based on actual days during which a convention trade show or similar event is ongoing at the Sands Expo Center. This data excludes move-in and move-out days.
(15): Reflects operations of the Sands Macao for the two month period ended July 31, 2004.

The following is a reconciliation of the Sands Macao net income to EBITDA for the two months ended July 31, 2004 (in millions):

	Two Months Ended July 31, 2004
Net income	$	36.9
Interest expense		1.7
Depreciation and amortization		2.8
EBITDA	$	41.4

RISK FACTORS

An investment in our common stock involves risks. You should consider carefully the following information about these risks, together with the other information contained in this prospectus, before buying shares of our common stock. Any of the risk factors we describe below could adversely affect our business, financial condition or operating results. The market price of our common stock could decline if one or more of these risks and uncertainties develop into actual events. You may lose all or part of the money you pay to buy our common stock. Some of the statements in "Risk Factors" are forward-looking statements. For more information about forward-looking statements, please see "Disclosure Regarding Forward-Looking Statements."

Risks Related to Our Business

Our business is particularly sensitive to reductions in discretionary consumer spending as a result of downturns in the economy.

Consumer demand for hotel casino resorts, trade shows and conventions and for the type of luxury amenities we offer is particularly sensitive to downturns in the economy. Changes in consumer preferences or discretionary consumer spending brought about by factors such as fears of war, future acts of terrorism, general economic conditions, disposable consumer income, fears of recession and changes in consumer confidence in the economy could reduce customer demand for the luxury products and leisure services we offer, thus imposing practical limits on pricing and harming our operations.

Our business is sensitive to the willingness of our customers to travel. Acts of terrorism and developments in the conflict in Iraq could cause severe disruptions in air travel that reduce the number of visitors to our facilities, resulting in a material adverse effect on our financial condition, results of operations and cash flows.

We are dependent on the willingness of our customers to travel. A substantial number of our customers for the Venetian Casino Resort use air travel to come to Las Vegas. On September 11, 2001, acts of terrorism occurred in New York City, Pennsylvania and Washington, D.C. As a result of these terrorist acts, domestic and international travel was severely disrupted, which resulted in temporarily decreased customer visitation to Las Vegas, including to the Venetian Casino Resort and the Sands Expo Center. In addition, developments in the conflict in Iraq could have a similar effect on domestic and international travel. Most of our customers travel to reach either the Venetian Casino Resort or the Sands Macao. Only a small amount of our business is generated by local residents. Management cannot predict the extent to which disruptions in air travel as a result of any further terrorist act, outbreak of hostilities or escalation of war would adversely affect our financial condition, results of operations or cash flows.

An outbreak of severe acute respiratory syndrome or other highly infectious disease could adversely affect the number of visitors to our facilities and disrupt our operations, resulting in a material adverse effect on our financial condition, results of operations and cash flows.

In 2003, Taiwan, China, Hong Kong, Singapore and certain other regions experienced an outbreak of a new and highly contagious form of atypical pneumonia now known as severe acute respiratory syndrome. As a result of the outbreak, there was a decrease in travel to and from, and economic activity in, affected regions, including Macau. If an outbreak recurs or if an outbreak of another highly infectious disease occurs, it may adversely affect the number of visitors to the Sands Macao, the Venetian Casino Resort or the Sands Expo Center and our business and prospects. Furthermore, an outbreak might disrupt our ability to adequately staff our business and could generally disrupt our operations. If any of our customers or employees is suspected of having contracted severe acute respiratory syndrome or such other disease, we may be required to quarantine such customers or employees or the affected areas of our facilities and temporarily suspend part or all of our operations at affected facilities. Any new outbreak of severe acute

respiratory syndrome or other infectious diseases could have a material adverse effect on our financial condition, results of operations and cash flows.

There are significant risks associated with our planned construction projects, which could adversely affect our financial condition, results of operations or cash flows from these planned facilities.

Our ongoing and future construction projects, such as the Palazzo Casino Resort and the Macao Venetian Casino Resort, entail significant risks. Construction activity requires us to obtain qualified contractors and subcontractors, the availability of which may be uncertain. Construction projects are subject to cost overruns and delays caused by events not within our control or, in certain cases, our contractors' control, such as shortages of materials or skilled labor, unforeseen engineering, environmental and/or geological problems, work stoppages, weather interference, unanticipated cost increases and unavailability of construction materials or equipment. Construction, equipment or staffing problems or difficulties in obtaining any of the requisite materials, licenses, permits, allocations and authorizations from governmental or regulatory authorities could increase the total cost, delay, jeopardize or prevent the construction or opening of such projects or otherwise affect the design and features of the Palazzo Casino Resort and the Macao Venetian Casino Resort or other projects.

We have not entered into a fixed-price or guaranteed maximum price contract with a construction manager or general contractor for the construction of the Palazzo Casino Resort and do not expect to do so for the Macao Venetian Casino Resort. As a result, we will rely heavily on our in-house development and construction team to manage construction costs and coordinate the work of the various trade contractors. The lack of any fixed-price contract with a construction manager or general contractor will put more of the risk of cost-overruns on us. If we are unable to manage costs or we are unable to raise additional capital required to complete the Palazzo Casino Resort or the Macao Venetian Casino Resort, we may not be able to open or complete these projects, which may have an adverse impact on our business and prospects for growth.

The anticipated costs and completion date for the Palazzo Casino Resort are based on a budget, design, development and construction documents and schedule estimates that we have prepared with the assistance of architects and are subject to change as the design, development and construction documents are finalized and more actual construction work is performed. The completion date for the Macao Venetian Casino Resort is management's current estimate based on the development work done to date. A failure to complete the Palazzo Casino Resort or the Macao Venetian Casino Resort on budget or on schedule may adversely affect our financial condition, results of operations or cash flows. Also see "—Risks Associated with Our International Operations—We are required to make substantial additional investments in Macau and build and open the Macao Venetian Casino Resort by June 2006 and a convention center by December 2006. If we do not do so, we may lose our right to continue to operate the Sands Macao or any other facilities developed under the subconcession."

We currently have no financing commitments for the Macao Venetian Casino Resort. In addition, the debt agreements that we have entered into to fund the construction of the Palazzo Casino Resort contain significant conditions which we need to satisfy in order for us to be able to use the $824.5 million in proceeds available under these facilities, including:

•: using the remaining proceeds from the sale of The Grand Canal Shoppes and cash on hand in an aggregate amount of $552.0 million for construction costs before any borrowings under our senior secured credit facility are used for construction costs, and a cash equity investment of approximately $25.0 million before any borrowings under the Phase II mall construction loan are used;
•: having sufficient funds available so that construction costs of the Palazzo Casino Resort are "in balance" for purposes of the debt instruments;

•: obtaining various consents and other agreements from third parties, including trade contractors and GGP; and
•: other customary conditions.

The failure to obtain the necessary financing, or satisfy these funding conditions, could adversely affect our ability to construct the Palazzo Casino Resort or the Macao Venetian Casino Resort.

Because we are currently dependent upon three properties in two markets for all of our cash flow, we will be subject to greater risks than a gaming company with more operating properties or that operates in more markets.

We currently do not have material assets or operations other than the Venetian Casino Resort, the Sands Expo Center and the Sands Macao. As a result, we will be entirely dependent upon these properties for all of our cash flow until we develop other properties.

Given that our operations are currently conducted at one property location in Las Vegas and one property location in Macau and that a large portion of our planned future development is in Las Vegas and Macau, we will be subject to greater degrees of risk than a gaming company with more operating properties in more markets. The risks to which we will have a greater degree of exposure include the following:

•: local economic and competitive conditions;
•: inaccessibility due to inclement weather, road construction or closure of primary access routes;
•: decline in air passenger traffic due to higher ticket costs or fears concerning air travel;
•: changes in local and state governmental laws and regulations, including gaming laws and regulations;
•: natural and other disasters, including the risk of typhoons in the South China region or outbreaks of infectious diseases;
•: an increase in the cost of electrical power for the Venetian Casino Resort/Sands Expo Center complex as a result of, among other things, power shortages in California or other western states with which Nevada shares a single regional power grid;
•: a decline in the number of visitors to Las Vegas or Macau; and
•: a decrease in gaming and non-gaming activities at the Venetian Casino Resort and the Sands Macao.

Our substantial debt could impair our financial condition.

We are highly leveraged and have substantial debt service obligations. As of June 30, 2004, on a pro forma basis after giving effect to the financing transactions and the Interface Refinancing, we would have had approximately $2.41 billion of indebtedness outstanding assuming all the delayed draw term loans under our senior secured credit facility had been fully drawn. We would have also had approximately $65.0 million of available borrowings under the $125.0 million revolving credit facility of our senior secured credit facility and approximately $10.0 million of available borrowings under the $20.0 million revolving credit facility of our Macau subsidiaries. Our Macau subsidiaries may incur additional substantial indebtedness to construct various projects in Macau, including the Macao Venetian Casino Resort. See "Note 7—Long-Term Debt" to our consolidated financial statements.

This substantial indebtedness could have important consequences to us. For example, it could:

•: make it more difficult for us to satisfy our debt obligations;
•: increase our vulnerability to general adverse economic and industry conditions;
•: impair our ability to obtain additional financing in the future for working capital needs, capital expenditures, development projects, acquisitions or general corporate purposes;

•: require us to dedicate a significant portion of our cash flow from operations to the payment of principal and interest on our debt, which would reduce the funds available for our operations;
•: limit our flexibility in planning for, or reacting to, changes in the business and the industry in which we operate;
•: place us at a competitive disadvantage compared to our competitors that have less debt; and
•: subject us to higher interest expense in the event of increases in interest rates to the extent a portion of our debt is and will continue to be at variable rates of interest.

The terms of our debt instruments may restrict our current and future operations, particularly our ability to finance additional growth, respond to changes or take some actions.

Our current debt instruments, including our senior secured credit facility, contain, and any future debt instruments likely would contain, a number of restrictive covenants that impose significant operating and financial restrictions on us. Our current debt instruments, including our senior secured credit facility, include covenants restricting, among other things, our ability to:

•: incur additional debt, including guarantees or credit support;
•: incur liens;
•: dispose of assets;
•: make certain acquisitions;
•: pay dividends or make distributions and make other restricted payments, such as purchasing equity interests, repurchasing junior indebtedness or making investments in third parties;
•: enter into sale and leaseback transactions;
•: engage in any new businesses;
•: issue preferred stock; and
•: enter into transactions with our stockholders and our affiliates.

Our senior secured credit facility also includes financial covenants, including requirements that we satisfy:

•: a minimum consolidated net worth test;
•: a maximum consolidated capital expenditure test;
•: a minimum consolidated interest coverage ratio; and
•: a maximum consolidated leverage ratio, which ratio can be no greater than 7.25 to 1.0 through the last day of the fiscal quarter in which the Palazzo Casino Resort and the Phase II mall are substantially completed, and 6.75 to 1.0, 6.25 to 1.0, 5.75 to 1.0 and 5.0 to 1.0 during the six month period that follows such fiscal quarter, the period beginning six months after and ending 12 months after such fiscal quarter, the period beginning 12 months after and ending 18 months after such fiscal quarter, and the period beginning 18 months after such fiscal quarter and ending on the maturity date.

In addition, our other debt and future debt or other contracts could contain financial or other covenants more restrictive than those applicable to the above instruments.

Our insurance coverage may not be adequate to cover all possible losses that the Venetian Casino Resort, the Sands Expo Center or the Sands Macao could suffer. In addition, our insurance costs may increase and we may not be able to obtain the same insurance coverage in the future.

We currently own and operate the Venetian Casino Resort and the Sands Expo Center in Las Vegas, Nevada, and the Sands Macao in Macau, China. Although we have all-risk property insurance for each such property covering damage caused by a casualty loss (such as fire and

natural disasters), each such policy has certain exclusions. In addition, our property insurance coverage for the Venetian Casino Resort and the Sands Expo Center is in an amount that is significantly less than the expected replacement cost of rebuilding the complex if there was a total loss. Our level of insurance coverage for the Venetian Casino Resort and the Sands Expo Center may not be adequate to cover all losses in the event of a major casualty. In addition, certain casualty events, such as labor strikes, nuclear events, acts of war, loss of income due to cancellation of room reservations or conventions due to fear of terrorism, deterioration or corrosion, insect or animal damage and pollution, might not be covered at all under our policies. Therefore, certain acts could expose us to heavy, uninsured losses.

In addition, although we currently have certain insurance coverage for occurrences of terrorist acts with respect to the Venetian Casino Resort, the Sands Expo Center and the Sands Macao and certain losses that could result from these acts, our terrorism coverage is subject to the same risks and deficiencies as those described above for our all risk property coverage. The lack of sufficient insurance for these types of acts could expose us to heavy losses in the event that any damages occur, directly or indirectly, as a result of terrorist attacks, which could have a significant negative impact on our operations.

In addition to the damage caused to our property by a casualty loss (such as fire, natural disasters, acts of war or terrorism), we may suffer disruption of our business as a result of these events or be subject to claims by third parties injured or harmed. While we carry business interruption insurance and general liability insurance, such insurance may not be adequate to cover all losses in such event.

We renew our insurance policies on an annual basis. The cost of coverage may become so high that we may need to further reduce our policy limits or agree to certain exclusions from our coverage. Among other factors, it is possible that the situation in Iraq, homeland security concerns, other catastrophic events or any change in the current U.S. statutory requirement that insurance carriers offer coverage for certain acts of terrorism could materially adversely affect available insurance coverage and result in increased premiums on available coverage (which may cause us to elect to reduce our policy limits) and additional exclusions from coverage. Among other potential future adverse changes, in the future we may elect to not, or may not be able to, obtain any coverage for losses due to acts of terrorism.

Our debt instruments and other material agreements require us to maintain a certain minimum level of insurance. Failure to satisfy these requirements could result in an event of default under our debt instruments. Also see "—Risks Associated with Our International Operations—The Macau government can terminate our subconcession under certain circumstances without compensation to us, which could have a material adverse effect on our operations and financial condition."

We depend on the continued services of key managers and employees. If we do not retain our key personnel or attract and retain other highly skilled employees, our business will suffer.

Our ability to maintain our competitive position is dependent to a large degree on the services of our senior management team, including Mr. Adelson. William Weidner, Bradley Stone and Robert Goldstein currently have employment agreements and it is expected that they will enter into new ones prior to or in connection with this offering. It is also expected that Mr. Adelson and Scott Henry will enter into employment agreements prior to or in connection with this offering. However, we cannot assure you that any of these individuals will remain with us. We currently do not have a life insurance policy on any of the members of the senior management team. The death or loss of the services of any of our senior managers or the inability to attract and retain additional senior management personnel could have a material adverse effect on our business.

We are controlled by a principal stockholder whose interest in our business may be different than yours.

Mr. Adelson and trusts for the benefit of Mr. Adelson and his family members will beneficially own approximately % of our outstanding common stock upon consummation of this offering. Accordingly, Mr. Adelson exercises significant influence over our business policies and affairs, including the composition of our board of directors and any action requiring the approval of our stockholders, including the adoption of amendments to our articles of incorporation and the approval of a merger or sale of substantially all of our assets. The concentration of ownership may also delay, defer or even prevent a change in control of our company and may make some transactions more difficult or impossible without the support of Mr. Adelson. Because Mr. Adelson will own more than 50% of the voting power of our company upon consummation of this offering, we are considered a controlled company in connection with the New York Stock Exchange listing standards. As such, the New York Stock Exchange corporate governance requirements that our board of directors and our compensation committee be independent will not apply to us. As a result, the ability of our independent directors to influence our business policies and affairs may be reduced. The interests of Mr. Adelson may conflict with your interests.

For additional information regarding the share ownership of, and our relationship with, Mr. Adelson, you should read the information under the headings "Principal Stockholders" and "Certain Relationships and Related Party Transactions."

We are a holding company and our only material source of cash is and will be distributions from our subsidiaries.

We are a holding company with no material business operations of our own. Our only significant asset is the capital stock of our subsidiaries. We conduct virtually all of our business operations through our direct and indirect subsidiaries. Accordingly, our only material sources of cash are dividends and distributions with respect to our ownership interests in our subsidiaries that are derived from the earnings and cash flow generated by our operating properties. Our subsidiaries might not generate sufficient earnings and cash flow to pay dividends or distributions in the future. In addition, our subsidiaries' debt instruments and other agreements limit or prohibit certain payment of dividends or other distributions to us.

We are currently in the development stage of several projects which are subject to a variety of contingencies that may ultimately prevent the realization of such plans.

We have several new projects in development, including building and operating the Macao Venetian Casino Resort and a collection of Las Vegas-style casino and showroom facilities under leases with third parties along the Cotai Strip, exploring opportunities for casino gaming operations into certain other domestic and foreign jurisdictions, including the United Kingdom, Singapore, Japan and Thailand and certain other foreign jurisdictions, and developing an Internet gaming site. In a number of jurisdictions, such as the United Kingdom, Singapore and Japan, current laws do not permit casino gaming of the type we propose to develop. These projects are subject to a number of contingencies, including, but not limited to, adverse developments in applicable legislation, our inability to reach satisfactory, final agreements with necessary third parties or meet the conditions provided for thereunder, and our inability to raise sufficient financing to fund such projects. In addition, luxury casino resort projects require substantial amounts of capital. As a result, our various plans for the development of our operations may not ultimately be realized as currently planned, or at all. Even if we are successful in launching any of these ventures, we cannot assure you that any of these projects would be successful, or that their operations would not have a material adverse effect on our financial position, results of operations or cash flows.

An unaffiliated party may not have paid the same consideration that we paid in the Interface transactions.

Because the Interface transactions were reorganization transactions which we consummated in anticipation of this offering, the acquisition of Interface Holding and its properties was not conducted by means of a bidding or other marketing process and we did not obtain an independent appraisal for the determination of the private company stock price of Las Vegas Sands Opco in these transactions. Furthermore, because of the unique nature of these properties and the fact that they constitute part of an integrated complex, it is difficult to compare this acquisition to other similar transactions. As a result, we cannot assure you that an unaffiliated third party would have paid the same consideration for these assets.

Risks Associated with Our Las Vegas Operations

We face significant competition in Las Vegas which could materially adversely affect our financial condition, results of operations or cash flows. Some of our competitors have substantially greater resources and access to capital than we have. In addition, any significant downturn in the trade show and convention business would significantly and adversely affect our mid-week occupancy rates and business.

The hotel, resort and casino business in Las Vegas is highly competitive. See "Business—The Las Vegas Market—Competition in Las Vegas." The Venetian Casino Resort competes with a large number of major hotel-casinos and a number of smaller casinos located on and near the Strip and in and near Las Vegas. Competitors of the Venetian Casino Resort include major resorts on the Strip, such as the Wynn Las Vegas Resort, which is currently under construction, the Bellagio, the Mandalay Bay Resort & Casino and Paris Las Vegas. Management expects increased competition from the 2,700-room Wynn Las Vegas Resort, one block north of the Venetian Casino Resort once it opens. During 2003, the hotel at the Mandalay Bay Resort & Casino completed, the new Bellagio tower began construction of, and Caesars announced the planned construction of, approximately 1,000 hotel room additions at each property. In addition, a renovation and rebranding of the approximately 2,600-room Aladdin has been announced. The Aladdin opened in August 2000 and later filed for bankruptcy. We also compete, to some extent, with other hotel-casino facilities in Nevada and in Atlantic City, as well as hotel-casinos and other resort facilities and vacation destinations elsewhere in the United States and around the world. Many of our competitors are subsidiaries or divisions of large public companies and may have greater financial and other resources than we have. In particular, the proposed acquisition of Mandalay Resort Group, the operator of the Mandalay Bay Resort & Casino, by MGM Mirage, the operator of the MGM Grand Hotel and Casino and the Mirage and Treasure Island Hotel and Casino, and the proposed acquisition of Caesar's Entertainment Inc. by Harrah's Entertainment are expected to result in the creation of the world's two largest gaming companies.

According to the LVCVA, there were approximately 130,482 hotel and motel rooms in Las Vegas as of December 31, 2003. Various competitors on the Strip have announced several expansions and renovations of existing facilities. If demand for hotel rooms does not keep up with the increase in the number of hotel rooms, competitive pressures may cause reductions in average room rates. In addition, several of our competitors have announced or completed the construction of all-suites products, including an approximately 1,100 room all-suites tower at the Mandalay Bay Resort & Casino which was completed in December 2003.

California to expand or limit Native American gaming. The federal government has approved numerous compacts in California and casino-style gaming is now legal on those tribal lands. While the competitive impact on our operations in Las Vegas from the continued growth of Native American gaming establishments in California remains uncertain, the proliferation of gaming in California and other areas located near the Venetian Casino Resort could have an adverse effect on our results of operations.

In addition, certain states have legalized, and others may legalize, casino gaming in specific areas, including metropolitan areas from which we traditionally attract customers, such as New York, Los Angeles, San Francisco and Boston. In October 2001, the New York legislature approved a bill for expanded casino gaming on Native American reservations and video lottery terminals at certain race tracks. In 2003 and 2004, Maine and Pennsylvania, respectively, approved legislation legalizing slot machines or similar electronic gaming devices at certain locations, although such legislation has not been implemented yet. A number of states have permitted or are considering permitting gaming at "racinos," on Native American reservations and through expansion of state lotteries. The current global trend toward liberalization of gaming restrictions and resulting proliferation of gaming venues could result in a decrease in the number of visitors to our Las Vegas facilities by attracting customers close to home and away from Las Vegas, which could adversely affect our financial condition, results of operations or cash flows.

As a result of the large number of trade shows and conventions held in Las Vegas, the Sands Expo Center and the Congress Center provide recurring demand for mid-week room nights for business travelers who attend these events. The attendance level at the trade shows and conventions that we host contribute to our higher-than-average mid-week occupancy rates. The Sands Expo Center and Congress Center presently compete with other large convention centers, including convention centers in other cities. Competition will be increasing for the Congress Center and the Sands Expo Center as a result of certain planned additional convention and meeting facilities as well as the enhancement or expansion of existing convention and meeting facilities in Las Vegas. With the expansion of their facilities, the Las Vegas Convention Center, an approximately 3.2 million square foot convention and exhibition space facility, and the Mandalay Bay Convention Center, an approximately 1.8 million square foot convention center opened in 2003, will continue to be major competitors of the Sands Expo Center and will be able to solely host many large trade shows which had previously split space between the Las Vegas Convention Center and the Sands Expo Center. Because large convention and trade shows are often booked more than one year in advance, the competition from new or expanded facilities may not yet be fully realized. Moreover, management anticipates increased competition from the MGM Grand Hotel and Casino and the Mirage, which have significant conference and meeting facilities. Also, cities such as Boston, Orlando and Pittsburgh are in the process of developing, or have announced plans to develop, convention centers and other meeting, trade and exhibition facilities that may materially adversely affect us. To the extent that these competitors are able to capture a substantially larger portion of the trade show and convention business, there could be a material adverse impact on our financial position, results of operations or cash flows.

The loss of our gaming license or our failure to comply with the extensive regulations that govern our operations could have an adverse effect on our financial condition, results of operations or cash flows.

Our gaming operations and the ownership of our securities are subject to extensive regulation by the Nevada Gaming Commission, the Nevada State Gaming Control Board and the Clark County Liquor and Gaming Licensing Board. These gaming authorities have broad authority with respect to licensing and registration of our business entities and individuals investing in or otherwise involved with us.

Although Las Vegas Sands Opco currently holds a gaming license issued by the Nevada gaming authorities, these authorities may, among other things, revoke the gaming license of any

corporate entity or the registration of a registered corporation or any entity registered as a holding company of a corporate licensee for violations of gaming regulations.

In addition, the Nevada gaming authorities may, under certain conditions, revoke the license or finding of suitability of any officer, director, controlling person, stockholder, noteholder or key employee of a licensed or registered entity. If our gaming licenses were revoked for any reason, the Nevada gaming authorities could require the closing of the casino, which would have a material adverse effect on our business. In addition, compliance costs associated with gaming laws, regulations or licenses are significant. Any change in the laws, regulations or licenses applicable to our business or gaming licenses could require us to make substantial expenditures or could otherwise have a material adverse effect on our operations.

From time to time, the Nevada State Gaming Control Board investigates or reviews the records of gaming companies for compliance with gaming regulations as part of its regular oversight functions. Las Vegas Sands Opco has been investigated for thirteen violations, which resulted in a penalty of $663,000 and regulatory investigation costs of $337,000 being assessed by and paid to the Nevada gaming authorities during February 2004. The violations included a rigged drawing for prizes in Chinese New Year celebrations, inadequate procedures governing promotional disbursements, improper handling of imported wine, inadequate procedures governing voiding of credit instruments, inadequate training and reporting of a cash payment at a branch office, a prohibited sports wager by an employee and the failure to prevent a credit scheme resulting in unpaid credit obligations. To the extent applicable, we have modified our procedures and taken other remedial measures to prevent such violations from recurring.

For a more complete description of the gaming regulatory requirements affecting our business, see "Business—Regulation and Licensing."

Certain beneficial owners of our voting securities may be required to file an application with and be investigated by the Nevada gaming authorities, and the Nevada Gaming Commission may restrict the ability of a beneficial owner to receive any benefit from our voting securities and may require the disposition of shares of our voting securities, if a beneficial owner is found to be unsuitable.

Any person who acquires beneficial ownership of more than 10% of our voting securities will be required mandatorily to apply to the Nevada Gaming Commission for a finding of suitability within 30 days after the Chairman of the Nevada State Gaming Control Board mails a written notice requiring such filing. Under certain circumstances, an "institutional investor" as defined under the regulations of the Nevada Gaming Commission, which acquires beneficial ownership of more than 10% but not more than 15% of our voting securities, may apply to the Nevada Gaming Commission for a waiver of such finding of suitability requirement if such institutional investor holds our voting securities only for investment purposes. In addition, any beneficial owner of our voting securities, regardless of the number of shares beneficially owned, may be required at the discretion of the Nevada Gaming Commission to file an application for a finding of suitability as such. In either case, a finding of suitability is comparable to licensing and the applicant must pay all costs of investigation incurred by such Nevada gaming authorities in conducting such investigation.

Any person who fails or refuses to apply for a finding of suitability as a beneficial owner of our voting securities within 30 days after being ordered to do so by the Nevada gaming authorities may be found to be unsuitable. Any person found to be unsuitable by the Nevada Gaming Commission to be a beneficial owner of our voting securities and who continues to hold, directly or indirectly, beneficial ownership of our voting securities beyond such period of time as may be prescribed by the Nevada Gaming Commission may be guilty of a criminal offense. We will be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a beneficial owner of our voting securities or to have any other relationship with us, we:

•: pay that person any dividend or interest upon our voting securities;

•: allow that person to exercise, directly or indirectly, any voting right conferred through our voting securities held by that person;
•: pay that person any remuneration in any form for services rendered or otherwise; or
•: fail to pursue all lawful efforts to require that person to relinquish our voting securities for cash at fair market value.

For a more complete description of the Nevada gaming regulatory requirements applicable to beneficial owners of our voting securities, see "Business—Regulation and Licensing—State of Nevada."

We are involved in a lawsuit with the construction manager regarding the original construction of the Venetian Casino Resort, which could have an adverse impact on our financial condition, results of operations or cash flows.

The original construction of the principal components of the Venetian Casino Resort was undertaken by Lehrer McGovern Bovis, Inc. as construction manager under a construction management agreement. The construction management agreement established a guaranteed maximum price of $645.0 million, subject to various exceptions, and a required substantial completion date for the Venetian Casino Resort of April 21, 1999. In July 1999, we filed a lawsuit in federal court against the construction manager for the Venetian Casino Resort, the guarantor of the construction manager's obligations and various other parties for breach of contract and breach of guaranty, including failure to pay trade contractors and vendors and failure to meet the April 21, 1999 substantial completion date for the Venetian Casino Resort. We sought total damages in excess of $100.0 million. In response, the construction manager filed a complaint against us in state court alleging, among other things, breach of contract, a claim for the value of the services performed and fraud on the construction manager in connection with the construction of the Venetian Casino Resort. The construction manager sought compensatory damages, attorneys' fees, costs and punitive damages and claimed that it is owed approximately $90.0 million from us. Commencing in March 2000, we and the construction manager engaged in arbitration proceedings ordered by the federal court to determine the cost and schedule impact of any changes in the scope of services of the construction manager under the construction management contract.

In connection with these disputes, the construction manager and its subcontractors filed mechanics liens against the Venetian Casino Resort for approximately $145.6 million and $182.2 million, respectively. We then purchased surety bonds for all of the claims underlying these liens, other than approximately $15.0 million of claims with respect to which the construction manager purchased bonds. As a result, there can be no foreclosure of the Venetian Casino Resort in connection with the claims of the construction manager and its subcontractors. However, we will be required to pay or immediately reimburse the bonding company if, and to the extent that, the underlying claims are judicially determined to be valid.

On June 3, 2003, an approximate nine-month trial was concluded in the state court action when a jury returned a verdict, which awarded the construction manager approximately $44.0 million in additional costs under the construction management contract and awarded us approximately $2.0 million in damages for defective and incomplete work performed by the construction manager. The verdict also returned a defense verdict in our favor on the construction manager's fraud claim, and denied the construction manager's claim for punitive damages. The verdict did not address pre-judgment interest and reimbursement of attorneys' costs, which are being sought from the state court by both parties. Notwithstanding the entry of judgment in the state court action, we have continued to pursue certain claims in the arbitration proceedings. Based on the recent judgment in the state court action and the remaining open items in the arbitration proceedings, we estimate that our range of loss in this matter is from zero (or a gain if all remaining matters are determined in our favor and considering the existing accrual of approximately $7.2 million for unpaid construction costs) to approximately $70.0 million (see below) if we were to lose all remaining arbitration matters and related pending actions and appeals that counsel has advised are possible of loss, and which are not already included in the state court action. Such range of loss is before attorney costs and interest, which have not yet been considered by the state court. The construction manager has asked the state court to award $19.0 million in prejudgment interest, $11.0 million in costs and $10.0 million in attorneys' fees. We are disputing these amounts as to both entitlement and amount. Substantially all of our attorneys' fees and costs related to the defense and prosecution of claims arising out of the construction management agreement incurred since June 28, 2000 are being paid by an insurance company under a special insurance policy obtained to mitigate our losses. We incurred approximately $2.2 million in attorneys' fees related to the construction litigation prior to June 28, 2000 which are not covered by insurance.

The range of loss is possibly as high as $70.0 million (the original verdict of $42.0 million plus $28.0 million, representing all remaining indemnity claims and arbitration matters), plus attorneys' fees, any uncovered claims under the insurance policy described below and interest. While the state court's orders denying our post trial motions could be viewed as increasing the possibility that we will be exposed to loss in this litigation, there are appellate issues that we intend to pursue and ongoing arbitration proceedings that we believe will impact the amount of loss and/or any award to which we may be entitled.

There are two ways the state court judgment may change before it can be executed on by the construction manager. First, most of our credit claims under the contract were ordered to arbitration. We have already obtained interim credit awards of $3.0 million in arbitration related to work that was required by the contract and never completed by the construction manager. In addition, we have claims of over $25.0 million which will be submitted to arbitration within the next 12 months. The largest of these credit claims, in the amount of over $12.0 million, relates to payments due from the construction manager for workers' compensation and general liability insurance provided to the construction manager and trade contractors by us under the owner controlled insurance program. The other credit claims principally relate to defective and incomplete work which was completed by us after the construction manager stopped performing on the

project. If we are successful in proving our remaining credit claims, the arbitration credit awards, in total, could offset up to $28.0 million of the verdict.

It is likely that certain elements of the verdict will be preempted because they are duplicative of items ordered to arbitration by federal court before the state court jury trial began. For example, the jury verdict includes an award of over $8.0 million for trade contractor overtime incurred by the construction manager. The arbitrator has found that the construction manager is entitled to an award of zero dollars for these exact same overtime claims. It is our position that the arbitration awards should be substituted for the portions of the verdict which overlap. In a March 31, 2004 hearing, the state court judge acknowledged that the verdict and the judgment on the verdict will need to be adjusted after the completion of the arbitrations.

Because of the possibility of offsetting credits that may be awarded in arbitration and the elimination of duplicative claims through the substitution of arbitration awards for the verdict, no single amount within the range of any loss can be reasonably determined as an estimated loss. If there is a loss, such loss could be material to our results of operations in the period that the estimate is recorded. We have purchased a special insurance policy to mitigate our losses above $45.0 million from this litigation. See "Business—Legal Proceedings."

The construction and operation of the Palazzo Casino Resort could have an adverse effect on the Venetian Casino Resort.

We have commenced construction on the Palazzo Casino Resort, which will consist of a hotel, casino, restaurant, dining and entertainment complex, and meeting and conference center space on an approximately 15-acre site adjacent to the Venetian Casino Resort. Although we intend to construct the Palazzo Casino Resort with minimal impact on the Venetian Casino Resort, we cannot guarantee that the construction will not disrupt the operations of the Venetian Casino Resort or that it will be implemented as planned. Therefore, the construction of the Palazzo Casino Resort may adversely impact the businesses, operations and revenues of the Venetian Casino Resort. We also cannot assure you that the Palazzo Casino Resort will be as financially successful as the Venetian Casino Resort. If demand for the additional hotel rooms at the Palazzo Casino Resort is not strong, the lack of demand may adversely affect the occupancy rates and room rates realized by us. In addition, because the business concept for the Palazzo Casino Resort is very similar to that of the Venetian Casino Resort, there may not be enough demand to fill the combined hotel room capacity of the Palazzo Casino Resort and the Venetian Casino Resort.

Our failure to substantially complete construction of the Phase II mall by an agreed-upon deadline will result in our having to pay substantial liquidated damages and cause an event of default under our debt instruments.

Under our agreement with GGP, we have agreed to substantially complete construction of the Phase II mall before the earlier of 36 months after the date on which sufficient permits are received to allow the Lido Casino Resort to begin construction of the Phase II mall and March 1, 2008. These dates may be extended due to force majeure or certain other delays. In the event that we do not substantially complete construction of the Phase II mall on or before the earlier of these two dates (as such dates may be extended as described in the preceding sentence), we must pay liquidated damages of $5,000 per day, for up to six months, until substantial completion (increasing to $10,000, for up to the next six months, per day if substantial completion does not occur by the end of six months after the completion deadline). If substantial completion has not occurred on or before one year after the deadline, we will be required to pay total liquidated damages in the amount of $100.0 million. In addition, failure to substantially complete construction of the Phase II mall before the agreed-upon deadline would constitute an event of default under our senior secured

credit facility and our disbursement agreement. See "Description of Indebtedness and Operating Agreements—Indebtedness of Las Vegas Sands Opco—Senior Secured Credit Facility—Events of Default" and "Description of Indebtedness and Operating Agreements—Indebtedness of Las Vegas Sands Opco—Disbursement Agreement."

If we are unable to maintain an acceptable working relationship with GGP and/or if GGP breaches any of its material agreements with us, there could be a material adverse effect on our operations and financial condition.

We have entered into agreements with GGP under which, among other things:

•: GGP has agreed to purchase the Phase II mall from us;
•: GGP has agreed to operate The Grand Canal Shoppes subject to and in accordance with the cooperation agreement;
•: leases for the Phase II mall, a joint opening date of the Phase II mall and the Palazzo Casino Resort and certain aspects of the design of the Phase II mall must be jointly approved by us and GGP; and
•: we lease from GGP certain office space and space located within The Grand Canal Shoppes in which we operate the C2K Showroom, the canal and the gondola retail store.

Each of the above-described agreements with GGP could be adversely affected, in ways that could have a material adverse effect on our operations and financial condition, if we do not maintain an acceptable working relationship with GGP. For example:

•: if we are unable to agree with GGP on leases for the Phase II mall, the purchase price we will ultimately be paid for the Phase II mall could be substantially reduced, and there would, at least for a certain period of time, be an empty or partially empty mall within the Palazzo Casino Resort;
•: the success of the opening of the Palazzo Casino Resort may be adversely affected if there is not an agreed-upon joint opening date for the Palazzo Casino Resort and the Phase II mall;
•: completion of the construction of the Phase II mall would be delayed during any period of time that we are not in agreement with GGP as to certain design elements of the Phase II mall; and
•: the cooperation agreement requires that the owner of the Phase II mall and the owner of the Palazzo Casino Resort cooperate in various ways and take various joint actions, which will be more difficult to accomplish, especially in a cost-effective manner, if the parties do not have an acceptable working relationship.

There could be similar material adverse consequences to us if GGP breaches any of its agreements to us, such as its agreement to purchase the Phase II mall from us, its agreement under the cooperation agreement to operate The Grand Canal Shoppes consistent with the standards of first-class restaurant and retail complexes and the overall Venetian theme, and its various obligations as our landlord under the leases described above. Although the various agreements with GGP do provide us with various remedies in the event of any breaches by GGP and also include various dispute-resolution procedures and mechanisms, these remedies, procedures and mechanisms may be inadequate to prevent a material adverse effect on our

operations and financial condition if breaches by GGP occur or if we do not maintain an acceptable working relationship with GGP.

We extend credit to a large portion of our customers, and we may not be able to collect gaming receivables from our credit players.

We conduct our gaming activities on a credit basis as well as a cash basis. This credit is unsecured. Table games players typically are extended more credit than slot players, and high-stakes players typically are extended more credit than patrons who tend to wager lower amounts. High-end gaming is more volatile than other forms of gaming, and variances in win-loss results attributable to high-end gaming may have a positive or negative impact on cash flow and earnings in a particular quarter.

We extend credit to those customers whose level of play and financial resources warrant, in the opinion of management, an extension of credit. The default rate on credit extended to our table gaming customers was approximately 1.5% for the three years ended December 31, 2003. Certain individual gaming receivables range as high as $10.0 million for a single player and could have a significant impact on our operating results if deemed uncollectible.

While gaming debts evidenced by a credit instrument, including what is commonly referred to as a "marker," and judgments on gaming debts are enforceable under the current laws of Nevada, and Nevada judgments on gaming debts are enforceable in all states under the Full Faith and Credit Clause of the U.S. Constitution, other jurisdictions may determine that enforcement of gaming debts is against public policy. Although courts of some foreign nations will enforce gaming debts directly and the assets in the United States of foreign debtors may be reached to satisfy a judgment, judgments on gaming debts from U.S. courts are not binding on the courts of many foreign nations. We cannot assure you that we will be able to collect the full amount of gaming debts owed to us, even in jurisdictions that enforce gaming debts. Our inability to collect gaming debts could have a material adverse impact on our operating results.

Risks Associated with Our International Operations

Conducting business in Macau has certain political and economic risks which may affect the results of operations and financial condition of our Asian operations.

We currently own and operate a casino in Macau and are developing and plan to operate one or more hotels, additional casinos and convention centers in Macau, including the Macao Venetian Casino Resort. Accordingly, our business development plans, results of operations and financial condition may be materially and adversely affected by significant political, social and economic developments in Macau and throughout the rest of China and by changes in policies of the government or changes in laws and regulations or the interpretations thereof. Our operations in Macau are also exposed to the risk of changes in laws and policies that govern operations of Macau-based companies. Tax laws and regulations may also be subject to amendment or different interpretation and implementation, thereby adversely affecting our profitability after tax. Further, certain terms of our subconcession may be subject to renegotiations with the Macau government in the future, including amounts we are obligated to pay the Macau government in order to continue operations. The results of those renegotiations may have a material adverse effect on our results of operations and financial condition.

As we expect a significant number of consumers to come to the Sands Macao and the Macao Venetian Casino Resort from China, general economic conditions and policies in China could have a significant impact on our financial prospects. Any slowdown in economic growth or reversal of

China's current policies of liberalizing restrictions on travel and currency movements could adversely impact the number of visitors from China to our Macau properties as well as the amounts they are willing to spend in the casino.

Current Macau laws and regulations concerning gaming and gaming concessions are, for the most part, fairly recent and there is little precedent on the interpretation of these laws and regulations. We believe that our organizational structure and operations are in compliance with all applicable laws and regulations of Macau. However, these laws and regulations are complex and a court or an administrative or regulatory body may in the future render an interpretation of these laws and regulations, or issue regulations, that differ from our interpretation, which could have a material adverse effect on our results of operations or financial condition.

In addition, our activities in Macau are subject to administrative review and approval by various agencies of the Macau government. We cannot assure you that we will be able to obtain all necessary approvals, which may materially affect our long-term business strategy and operations. While Macau has promulgated an administrative law permitting redress to the courts with respect to certain administrative actions, this law appears to be largely untested in this context.

We are required to make substantial additional investments in Macau and build and open the Macao Venetian Casino Resort by June 2006 and a convention center by December 2006. If we do not do so, we may lose our right to continue to operate the Sands Macao or any other facilities developed under the subconcession.

Under our subconcession agreement, we are obligated to develop and open the Macao Venetian Casino Resort by June 2006 and a convention center by December 2006 and invest, or cause to be invested, at least 4.4 billion patacas (approximately $533.3 million at exchange rates in effect on June 30, 2004) in various development projects in Macau by December 2009. The construction and development costs of the Sands Macao will be applied to the fulfillment of this total investment obligation. After applying all of the current estimated construction and development costs of the Sands Macao towards fulfilling our investment obligations under our subconcession, our remaining investment obligations under our subconcession will be approximately 2.21 billion patacas (approximately $267.8 million at exchange rates in effect on June 30, 2004).

We expect that the construction and development costs of the Macao Venetian Casino Resort and additional capital improvements of the Sands Macao will satisfy the remainder of this obligation, including our obligation to build a convention center. The construction and development of the Macao Venetian Casino Resort will require significant additional debt and/or equity financing. The ability of Las Vegas Sands Opco to incur additional debt or to make investments in the entity constructing the Macao Venetian Casino Resort is limited under the terms of its debt instruments and may prevent us from fulfilling our remaining investment obligations. See "—The terms of our debt instruments may restrict our current and future operations, particularly our ability to finance additional growth, respond to changes or take some actions." In addition, we may not be able to obtain such additional debt or equity financing on commercially reasonable terms or at all. The Macau government has the right, after consultation with Galaxy Casino Company Limited (which we refer to as Galaxy), to unilaterally terminate our subconcession without compensation to us if we fail to invest 4.4 billion patacas in Macau by December 2009.

We are currently scheduled to open the Macao Venetian Casino Resort in the first quarter of 2007. Construction of the Macao Venetian Casino Resort is subject to significant development and construction risks, including construction, equipment and staffing problems or delays and difficulties in obtaining required materials, licenses, permits and authorizations from governmental regulatory authorities, not all of which have been obtained. Construction projects are subject to cost overruns

and delays caused by events not within our control or, in certain cases, our contractors' control, such as shortages of materials or skilled labor, unforeseen engineering, environmental and/or geological problems, work stoppages, weather interference, unanticipated cost increases and unavailability of construction materials or equipment. The planning, development and construction of a hotel casino resort is difficult and time consuming. As a result, we cannot assure you that we will be able to complete the development of the Macao Venetian Casino Resort on schedule. See "—Risks Related to Our Business—There are significant risks associated with our planned construction projects, which could adversely affect our financial condition, results of operations or cash flows from these planned facilities."

We are required under our subconcession to complete the Macao Venetian Casino Resort by June 2006. Although we believe that we will be able to obtain an extension of the June 2006 deadline under our subconcession for the completion of this project, the Macau government has the right, after consultation with Galaxy, to unilaterally terminate our subconcession to operate the Sands Macao or any of our other casino operations in Macau, without compensation to us, if we fail to develop and open the Macao Venetian Casino Resort by June 2006 and are not successful in obtaining an extension of this deadline. The loss of our subconcession would prohibit us from conducting gaming operations in Macau, which could have a material adverse effect on our results of operations and financial condition.

The Macau government can terminate our subconcession under certain circumstances without compensation to us, which would have a material adverse effect on our operations and financial condition.

The Macau government has the right, after consultation with Galaxy, to unilaterally terminate our subconcession upon the occurrence of certain events of default. These events of default include:

•: non-compliance with our basic obligations under our subconcession and applicable Macau laws;
•: the operation of gaming without permission or operation of business which does not fall within the business scope of the subconcession;
•: suspension of operations of the business without reasonable grounds for more than seven consecutive days or more than 14 non-consecutive days within one calendar year;
•: unauthorized transfer of all or part of our operations;
•: failure to pay taxes, premiums, levies or other amounts payable to the Macau government;
•: failure to resume operations following the temporary assumption of operations by the Macau government;
•: repeated failure to comply with decisions of the Macau government;
•: failure to provide or supplement the guarantee deposit or the guarantees specified in the subconcession within the prescribed period;
•: bankruptcy or insolvency;
•: fraudulent activity;

•: serious and repeated violation of the applicable rules for carrying out casino games of chance or games of other forms or the operation of casino games of chance or games of other forms;
•: the grant to any other person of any managing power over us;
•: failure by our principal stockholder to dispose of its interest in us following notice from the gaming authorities of another jurisdiction to the effect that our principal shareholder can no longer own our shares; or
•: failure to maintain specified levels of insurance coverage.

These events could lead to the termination of our subconcession without compensation to us regardless of whether they occurred with respect to us or with respect to our affiliates who will operate our Macau properties. Upon such termination, all of our casino gaming operations and related equipment in Macau would be automatically transferred to the Macau government without compensation to us and we would cease to generate any revenues from these operations. In many of these instances, the subconcession agreement does not provide a specific cure period within which any such events may be cured and, instead, we would be relying on consultations and negotiations with the Macau government to give us an opportunity to remedy any such default. In addition, the subconcession agreement contains various general covenants and obligations and other provisions, the determination as to compliance with which is subjective. We cannot assure you that we will perform such covenants in a way that satisfies the subjective requirements of the Macau government and, accordingly, we will be dependent on our continuing communications and good faith negotiations with the Macau government to ensure that we are performing our obligations under the subconcession in a manner that would avoid a default thereunder.

Our subconcession also allows the Macau government to request various changes in the plans and specifications of our Macau properties and to make various other decisions and determinations that may be binding on us. For example, the Macau government has the right to require that additional capital be contributed to our Macau subsidiaries or that we provide certain deposits or other guarantees of performance in any amount determined by the Macau government to be necessary. Our Macau subsidiary, Venetian Macau S.A., is limited in its ability to raise additional capital by its existing debt agreements and the need to first obtain the approval of the Macau gaming and governmental authorities before raising certain debt or equity. As a result, we cannot assure you that we will be able to comply with these requirements or any other requirements of the Macau government or with the other requirements and obligations imposed by our subconcession. In addition, the subconcession agreement provides that the annual fees which we pay to keep our subconcession in effect will be renegotiated at the third year of the subconcession. We cannot assure you that we will be able to reach an acceptable agreement regarding such fees with the Macau government or that the renegotiated fees will not be in an amount that materially and adversely affects our financial condition.

Furthermore, pursuant to the subconcession agreement, we are obligated to comply not only with the terms of that agreement, but also with orders that the Macau government might promulgate in the future. We cannot assure you that we will be able to comply with any such order or that any such order would not adversely affect our ability to construct or operate our Macau properties. If any disagreement arises between us and the Macau government regarding the interpretation of, or our compliance with, a provision of the subconcession agreement, we will be relying on the consultation process with the applicable Macau governmental agency described above. During any such consultation, however, we will be obligated to comply with the terms of the subconcession agreement as interpreted by the Macau government.

Our failure to comply with the subconcession in a manner satisfactory to the Macau government could result in the termination of the subconcession. Under our subconcession, we would not be compensated if the Macau government decided to terminate the subconcession because of our failure to perform. The loss of our subconcession would prohibit us from conducting gaming operations in Macau, which could have a material adverse effect on our operations and financial condition.

We will stop generating any revenues from our Macau gaming operations if we cannot secure an extension of our subconcession in 2022 or if the Macau government exercises its redemption right in 2017.

Our subconcession agreement expires on June 26, 2022. Unless our subconcession is extended, on that date, all of our casino operations and related equipment in Macau will be automatically transferred to the Macau government without compensation to us and we will cease to generate any revenues from these operations. Beginning on December 26, 2017, the Macau government may redeem the subconcession agreement by providing us at least one year prior notice. In the event the Macau government exercises this redemption right, we are entitled to fair compensation or indemnity. The amount of such compensation or indemnity will be determined based on the amount of revenue generated during the tax year prior to the redemption. We cannot assure you that we will be able to renew or extend our subconcession agreement on terms favorable to us or at all. We also cannot assure you that if our subconcession is redeemed, the compensation paid will be adequate to compensate us for the loss of future revenues.

Our Macau operations face intense competition, which could have a material adverse effect on our financial condition, results of operations or cash flows.

The hotel, resort and casino businesses are highly competitive. See "Business—The Macau Market—Competition in Macau." Our Macau operations currently compete with approximately 14 smaller casinos located in Macau. In addition, we expect competition to increase in the near future from local and foreign casino operators. Sociedade de Jogos de Macau ("SJM"), which currently operates 13 of these 14 other gaming facilities in Macau, has committed to invest at least 4.7 billion patacas (approximately $569.7 million at exchange rates in effect on June 30, 2004) in gaming, entertainment and related projects in Macau by December 2004. These projects include the upgrade of the Lisboa Hotel, Macau's largest hotel with approximately 1,000 rooms, the development of a multimillion dollar Fisherman's Wharf entertainment complex and a potential new casino hotel project. MGM Mirage has recently announced that it has entered into a joint venture agreement with Pansy Ho Chiu-king, the daughter of the managing director of SJM, to develop, build and operate a major hotel-casino resort in Macau, subject to entering into a subconcession with SJM and obtaining the approval of the Macau government.

In addition, a subsidiary of our competitor, Wynn Resorts, Ltd., a Las Vegas casino operation headed by Steve Wynn, has also received a concession from the Macau government, which requires it to construct and operate one or more casino gaming properties in Macau, including a full-service casino resort by the end of 2006, and to invest at least 4.0 billion patacas (approximately $484.8 million at exchange rates in effect on June 30, 2004) in Macau-related projects by June 27, 2009. Wynn Resorts, Ltd. has recently begun construction of a facility that would be comprised of an approximately 580-room hotel, a casino and other non-gaming amenities with a total estimated cost of $705.0 million as reported in its public filings. SJM and Wynn Resorts, Ltd. compete directly with our Macau operations.

Under its concession, Galaxy is also obligated to invest 4.4 billion patacas (approximately $533.3 million at exchange rates in effect on June 30, 2004) in development projects in Macau by June 2012. Galaxy recently opened a small casino in Macau.

We will also compete to some extent with casinos located elsewhere in Asia, such as Malaysia's Genting Highlands, as well as gaming venues in Australia, New Zealand and elsewhere in the world, including Las Vegas. In addition, certain countries have legalized and others may in the future legalize casino gaming, including Hong Kong, Singapore, Japan, Taiwan and Thailand. We also expect competition from cruise ships operating out of Hong Kong and other areas of Asia that offer gaming. The proliferation of gaming venues in Southeast Asia could significantly and adversely affect our financial condition, results of operations or cash flows.

The Macau government could grant additional rights to conduct gaming in the future, which could have a material adverse effect on our financial condition, results of operations and cash flows.

We hold a subconcession under one of only three gaming concessions authorized by the Macau government to operate casinos in Macau, and the Macau government is precluded from granting any additional gaming concessions until 2009. However, we cannot assure you that the laws will not change and permit the Macau government to grant additional gaming concessions before 2009. MGM Mirage has indicated that its joint venture will be seeking a subconcession under SJM's existing concession. If the Macau government were to allow additional competitors to operate in Macau through the grant of additional concessions or subconcessions, we would face additional competition, which could have a material adverse effect on our financial condition and results of operations.

Our business could be adversely affected by the limitations of the pataca exchange markets and restrictions on the export of the renminbi.

Our revenues in Macau are denominated in patacas, the legal currency of Macau, and Hong Kong dollars. Although currently permitted, we cannot assure you that patacas will continue to be freely exchangeable into U.S. dollars. Also, because the currency market for patacas is relatively small and undeveloped, our ability to convert large amounts of patacas into U.S. dollars over a relatively short period may be limited. As a result, we may experience difficulty in converting patacas into U.S. dollars.

We are currently prohibited from accepting wagers in renminbi, the currency of China. There are currently restrictions on the export of the renminbi outside of mainland China, including to Macau. Restrictions on the export of the renminbi may impede the flow of gaming customers from China to Macau, inhibit the growth of gaming in Macau and negatively impact our gaming operations.

The Macau pataca is pegged to the Hong Kong dollar. Certain Asian countries have publicly asserted their desire to eliminate the peg of the Hong Kong dollar and the Chinese renminbi to the U.S. dollar. As a result, we cannot assure you that the Hong Kong dollar, the Chinese renminbi and the Macau pataca will continue to be pegged to the U.S. dollar, which may result in severe fluctuations in the exchange rate for these currencies. We also cannot assure you that the current peg rate for these currencies will remain at the same level. Any change in such peg rate could have a material adverse effect on our ability to make payments on certain of our debt instruments. We do not currently hedge for foreign currency risk.

Certain Nevada gaming laws apply to our planned gaming activities and associations in other jurisdictions where we operate or plan to operate.

Certain Nevada gaming laws will also apply to our gaming activities and associations in jurisdictions outside the state of Nevada. We will be required to comply with certain reporting requirements concerning our proposed gaming activities and associations occurring outside the state of Nevada, including Macau, Alderney and other jurisdictions. We will also be subject to disciplinary action by the Nevada Gaming Commission if we:

•: knowingly violate any laws of the foreign jurisdiction pertaining to the foreign gaming operation;
•: fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations;
•: engage in any activity or enter into any association that is unsuitable for us because it poses an unreasonable threat to the control of gaming in Nevada, reflects or tends to reflect discredit or disrepute upon the State of Nevada or gaming in Nevada, or is contrary to the gaming policies of Nevada;
•: engage in any activity or enter into any association that interferes with the ability of the State of Nevada to collect gaming taxes and fees; or
•: employ, contract with or associate with any person in the foreign gaming operation who has been denied a license or a finding of suitability in Nevada on the ground of personal unsuitability, or who has been found guilty of cheating at gambling.

In addition, if the Nevada State Gaming Control Board determines that one of our actual or intended activities or associations in a foreign gaming operation may violate one or more of the foregoing, we can be required by it to file an application with the Nevada Gaming Commission for a finding of suitability of such activity or association. If the Nevada Gaming Commission finds that the activity or association in the foreign gaming operation is unsuitable or prohibited, we will either be required to terminate the activity or association, or will be prohibited from undertaking the activity or association. Consequently, should the Nevada Gaming Commission find that our gaming activities or associations in Macau, Alderney or certain other jurisdictions where we operate are unsuitable, we may be prohibited from undertaking our planned gaming activities or associations in those jurisdictions.

Macau is susceptible to severe typhoons that may disrupt operations.

Macau is susceptible to severe typhoons. Macau consists of a peninsula and two islands off the coast of mainland China. On some occasions, typhoons have caused a considerable amount of damage to Macau's infrastructure and economy. In the event of a major typhoon or other natural disaster in Macau, our business may be severely disrupted and our results of operations could be adversely affected. Although we own insurance coverage with respect to these events, we cannot assure you that our coverage will be sufficient to fully indemnify us against all direct and indirect costs, including loss of business, that could result from substantial damage to, or partial or complete destruction of, our Macau properties or other damages to the infrastructure or economy of Macau.

Risks Related to Ownership of Our Common Stock

Our stock price may be volatile and you may lose all or part of your investment.

The market price of our common stock could fluctuate significantly, in which case you may not be able to resell your shares at or above the offering price. The market price of our common stock may fluctuate based on a number of factors in addition to those listed in this prospectus, including:

•: our operating performance and the performance of our competitors and other similar companies;
•: the public's reaction to our press releases, our other public announcements and our filings with the Securities and Exchange Commission, which we refer to as the SEC;
•: changes in earnings estimates or recommendations by research analysts who track our common stock or the stocks of other companies in our industry;
•: changes in general economic conditions;
•: the number of shares to be publicly traded after this offering;
•: actions of our current stockholders, including sales of common stock by our directors and executive officers;
•: the arrival or departure of key personnel or personal matters affecting our principal stockholder;
•: acquisitions, strategic alliances or joint ventures involving us or our competitors; and
•: other developments affecting us, our industry or our competitors.

In addition, in recent years the stock market has experienced significant price and volume fluctuations. These fluctuations are often unrelated to the operating performance of particular companies. These broad market fluctuations may cause declines in the market price of our common stock. The price of our common stock could fluctuate based upon factors that have little or nothing to do with our company or its performance, and these fluctuations could materially reduce our stock price.

You will experience immediate and substantial dilution as the net tangible book value of the shares of common stock will be substantially lower than the offering price.

The initial public offering price of the shares of common stock is substantially higher than the pro forma net tangible book value per share of the outstanding common stock. As a result, if we were liquidated for book value immediately following this offering, you would experience immediate and substantial dilution of $ per share of common stock. We also have outstanding stock options to purchase shares of our common stock at a weighted average exercise price of $ per share as of June 30, 2004. Dilution is the difference between the offering price per share and the net tangible book value per share of our common stock. See "Dilution" for a discussion about how net tangible book value is calculated.

Our articles of incorporation and by-laws contain provisions that may discourage a takeover attempt. Nevada law also imposes, and other jurisdictions may impose, barriers to acquiring a controlling interest in our shares.

Provisions contained in our amended and restated articles of incorporation and by-laws could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our stockholders. Provisions of our amended and restated articles of incorporation and by-laws impose various procedural and other requirements which could make it more difficult for stockholders to affect some corporate actions. For example, our articles of incorporation authorize our board to determine the rights, preferences, privileges and restrictions of unissued series of preferred stock, without any vote or action by our stockholders. Thus our board can authorize and issue shares of preferred stock with voting or conversion rights that could adversely affect the voting or other rights of holders of our common stock. These rights may have the effect of delaying or deterring a change of control of our company. In addition, a change of control of our company may be delayed or deferred as a result of our having three classes of directors. Nevada law provides that, in certain circumstances, a stockholder who acquires a controlling interest in a corporation, defined statutorily as any acquisition that causes such stockholder's interest to exceed any of a ¹ / 5 , ¹ / 3 or ¹ / 2 interest in a corporation, has no voting rights in the shares acquired that caused the stockholder to exceed any such threshold, unless:

•: the corporation's other stockholders, by majority vote, grant voting rights to such shares; or
•: the corporation's articles of incorporation or by-laws in effect on the tenth day following such acquisition of shares exempt the corporation from the relevant Nevada law provisions.

In addition, under Nevada law, any change of control of our company must also be approved by the Nevada gaming authorities. Other jurisdictions may have similar requirements. These provisions could limit the price that investors might be willing to pay in the future for shares of our common stock. See "Business—Regulation and Licensing" and "Description of Capital Stock" for additional information on the anti-takeover measures applicable to us.

Future sales of shares could depress our stock price.

Sales of a substantial number of shares of our common stock, or the perception that a large number of shares will be sold, following our initial public offering could depress the market price of our common stock. We, our principal stockholder, certain trusts for the benefit of our principal stockholder and his family and our executive officers and directors have agreed with the underwriters not to dispose of or hedge any shares of common stock or securities convertible into or exchangeable for shares of common stock, subject to specified exceptions and extensions, during the period from the date of this prospectus continuing through the date that is 180 days after the date of this prospectus, except with the prior written consent of Goldman, Sachs & Co. Goldman, Sachs & Co. in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice. Our amended and restated articles of incorporation will authorize us to issue shares of common stock, of which shares will be outstanding and shares will be issuable upon the exercise of outstanding stock options upon completion of this offering. Of these shares, shares, including the shares sold in this offering, are freely tradable. Approximately of the outstanding shares will be eligible for resale after the expiration of the 180-day lock-up period (or earlier if waived by Goldman, Sachs & Co.). shares of common stock held by our affiliates will continue to be subject to the volume and other restrictions of Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), and will be available for sale at various times after the expiration of the holding period pursuant to Rule 144 under the Securities Act.

The holders of approximately shares of our common stock (including shares issuable upon the exercise of outstanding options), will have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. By exercising their registration rights and selling a large number of shares, these stockholders could cause the price of our common stock to decline. In addition, immediately following this offering, we intend to file a registration statement registering under the Securities Act shares reserved for issuance under our employee stock option plans and shares held for resale by our existing stockholders that were previously issued under our employee stock option plans.

See the information under the heading "Shares Eligible for Future Sale" for a more detailed description of the shares that will be available for future sales upon completion of this offering.

There is no existing market for our common stock and we do not know if one will develop to provide you with adequate liquidity. Even if a market were to develop, the stock prices in the market may not exceed the offering price.

Prior to this initial public offering, there has not been a public market for our common stock. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on the New York Stock Exchange or otherwise or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling any of our common stock that you buy.

The initial public offering price for the shares will be determined by negotiations among us and the representatives of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell shares of our common stock at prices equal to or greater than the price paid by you in this offering.

We do not expect to pay cash dividends.

We do not expect to pay cash dividends on our common stock in the foreseeable future. Our board of directors will determine whether to pay dividends in the future based on conditions then existing, including our earnings, financial condition and capital requirements, as well as economic and other conditions our board may deem relevant. Our ability to declare and pay dividends on our common stock is subject to the requirements of Nevada law. We are a holding company, dependent upon the operations of our subsidiaries for cash. The terms of our subsidiaries' debt and other agreements restrict the ability of our subsidiaries to dividend funds up to us. We intend to retain earnings to finance operations and the expansion of our business. Therefore, unless and until we pay cash dividends on our common stock, any gains from your investment in our common stock must come from an increase in its market price. See "—Risks Related to Our Business—We are a holding company and our only material source of cash is and will be distributions from our subsidiaries."

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes "forward-looking statements," as defined by federal securities laws, with respect to our financial condition, results of operations and business and our expectations or beliefs concerning future events. Such forward-looking statements include the discussions of the business strategies of our company and expectations concerning future operations, margins, profitability, liquidity, and capital resources. In addition, in certain portions of this prospectus, the words: "anticipates", "believes", "estimates", "seeks", "expects", "plans", "intends" and similar expressions, as they relate to our company or its management, are intended to identify forward-looking statements. Although we believe that such forward-looking statements are reasonable, we cannot assure you that any forward-looking statements will prove to be correct. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the risks associated with:

•: entering into new development and construction and new ventures, including the Palazzo Casino Resort and the Macao Venetian Casino Resort;
•: increased competition and other planned construction in Las Vegas, including the opening of the Wynn Las Vegas Resort on the site of the former Desert Inn and upcoming increases in hotel rooms, meeting and convention space and retail space;
•: increased competition and other planned construction projects in Macau, including from SJM, MGM Mirage, Wynn Resorts, Ltd. and Galaxy;
•: the completion of infrastructure projects in Las Vegas and Macau;
•: government regulation of the casino industry, including gaming license approvals and regulation in foreign jurisdictions, the legalization of gaming in certain domestic jurisdictions, including Native American reservations, and regulation of gaming on the Internet;
•: passage of new legislation and receipt of governmental approvals for our proposed developments on the Cotai Strip, in the United Kingdom and other jurisdictions where we are planning to operate;
•: leverage and debt service (including sensitivity to fluctuations in interest rates and other capital markets trends);
•: uncertainty of tourist behavior related to spending and vacationing at casino resorts in Las Vegas and Macau;
•: disruptions or reductions in travel due to conflicts with Iraq and any future terrorist incidents;
•: outbreaks of infectious diseases, such as severe acute respiratory syndrome, in our market areas;
•: new taxes or changes to existing tax rates;
•: fluctuations in occupancy rates and average daily room rates in Las Vegas or Macau;
•: demand for all-suites rooms;
•: the popularity of Las Vegas as a convention and trade show destination;

•: insurance risks, including the risk that we have not obtained sufficient coverage against acts of terrorism or will only be able to obtain additional coverage at significantly increased rates;
•: litigation risks, including the outcome of the pending disputes with our Venetian Casino Resort construction manager and its subcontractors; and
•: general economic and business conditions which may impact levels of disposable income, consumer spending and pricing of hotel rooms.

All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We assume no obligation to update any forward-looking statements after the date of this prospectus as a result of new information, future events or developments, except as required by federal securities laws.

INDUSTRY AND MARKET DATA

Industry data and other statistical information used throughout this prospectus are based on independent industry publications, government publications, reports by market research firms or other published independent sources. Some data are also derived from our review of internal surveys, as well as the independent sources listed above.

USE OF PROCEEDS

We estimate that our net proceeds from our sale of shares of common stock in this offering at an assumed initial public offering price of $ per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $ million, or approximately $ million if the underwriters exercise in full their option to purchase additional shares.

We intend to use the net proceeds from the sale of the common stock for general corporate purposes and working capital. In particular, we may use the net proceeds to fund our development projects in Macau, the United Kingdom and other jurisdictions.

DIVIDEND POLICY

We do not expect to pay dividends on our common stock in the future. We expect to retain our future earnings, if any, for use in the operation and expansion of our business. Our board of directors will determine whether to pay dividends in the future based on conditions then existing, including our earnings, financial condition and capital requirements, as well as economic and other conditions our board may deem relevant. Our ability to declare and pay dividends on our common stock is subject to the requirements of Nevada law. In addition, our subsidiaries' ability to pay dividends to us is restricted under certain of their debt and other agreements. See "Risk Factors—Risks Related to Ownership of Our Common Stock—We do not expect to pay cash dividends."

Las Vegas Sands Opco declared and accrued dividends of $4.2 million in 2003 and zero during 2002. In the first six months of 2004, Las Vegas Sands Opco declared and paid $107.9 million of dividends as tax distributions to all of its stockholders at the time, including its principal stockholder. These tax distributions were made in order to provide these stockholders with funds to pay taxes attributable to taxable income of Las Vegas Sands Opco (including taxable income of Las Vegas Sands Opco associated with the sale of The Grand Canal Shoppes) that flowed through to them by virtue of Las Vegas Sands Opco's status as a subchapter S corporation for income tax purposes. Las Vegas Sands Opco also intends to make an additional tax distribution to all of its stockholders at the time, including its principal stockholder, immediately prior to its conversion from a subchapter S corporation to a taxable "C" corporation for income tax purposes. The amount of the proposed tax distribution will be based on the estimated taxable income of Las Vegas Sands Opco for fiscal 2004 and the highest aggregate effective marginal rate of federal, state and local income tax (or, if applicable, alternative minimum tax) to which any stockholder of Las Vegas Sands Opco immediately prior to the conversion would be subject, as provided under our debt instruments. We estimate the aggregate amount to be distributed will be approximately $ million. These tax distributions are permitted under existing debt instruments so long as Las Vegas Sands Opco is a subchapter S corporation. Following the conversion to a taxable "C" corporation for income tax purposes, we will no longer make these tax distributions.

CAPITALIZATION

The following table sets forth our cash and cash equivalents, restricted cash and cash equivalents and capitalization as of June 30, 2004 on:

•

an actual basis;

•

a pro forma basis to reflect:

•: the borrowing of $665.0 million under our new senior secured credit facility of which we used $290.0 million to repay in full our prior senior secured credit facility and pay $19.5 million for transaction costs in connection with the refinancing transactions with the remainder deposited in a restricted cash account to pay for certain development and construction costs of the Palazzo Casino Resort;
•: the $15.3 million Interface Distribution and the Interface Refinancing; and
•: Las Vegas Sands Opco's proposed conversion from a subchapter S corporation to a taxable "C" corporation for income tax purposes described in "Unaudited Pro Forma Condensed Consolidated Financial Statements;" and

•

on an as adjusted pro forma basis to reflect the above transactions and this offering at an assumed initial offering price of $ , the mid-point of the range shown on the cover of this prospectus and the application of the net proceeds that we expect to receive from this offering, as described under "Use of Proceeds."

You should read this information in conjunction with "Use of Proceeds," "Unaudited Pro Forma Condensed Consolidated Financial Statements," "Selected Historical Financial and Other Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical consolidated financial statements, the related notes and other financial information included elsewhere in this prospectus.

			As of June 30, 2004
			Actual		Pro Forma		As Adjusted Pro Forma
			(dollars in thousands)
Cash and cash equivalents(1)			$	684,482	$	644,618	$

Restricted cash and cash equivalents(2)			$	33,744	$	389,281	$	389,281

Debt of Las Vegas Sands Opco and its subsidiaries other than Phase II mall subsidiaries and the Macau subsidiaries:
	New senior secured credit facility(2)		$	—	$	665,000	$	665,000
	Prior senior secured credit facility(2)			290,000		—		—
	11% mortgage notes due 2010			843,640		843,640		843,640
	Venetian Casino Resort FF&E credit facility			13,800		13,800		13,800
Debt of the Macau subsidiaries:
	Venetian Macau revolver			10,000		10,000		10,000
	Venetian Macau senior secured notes			120,000		120,000		120,000
	Venetian Intermediate credit facility			50,000		50,000		50,000
Debt of Interface subsidiaries:
	Interface notes payable(3)			124,325		—		—

	Interface mortgage loan(3)			—		100,000		100,000
		Total debt(4)		1,451,765		1,802,440		1,802,440

			As of June 30, 2004
			Actual			Pro Forma			As Adjusted Pro Forma
			(dollars in thousands)
Shareholders' equity:
	Common stock, par value $0.001 per share ( shares authorized, shares issued and outstanding on an actual basis and pro forma basis; shares authorized, shares issued and outstanding on a pro forma as adjusted basis)			123			123
	Receivable from stockholders(5)			(2,670	)		(858	)
	Capital in excess of par value(6)			155,809			539,240
	Retained earnings(7)			412,186			—

	Total shareholders' equity			565,448			538,505

		Total capitalization	$	2,017,213		$	2,340,945		$

(1): Pro forma cash and cash equivalents represents the distribution of $12.9 million of cash by Interface Holding to our principal stockholder immediately prior to Las Vegas Sands Opco's acquisition of Interface Holding and the payment of $24.3 million of existing debt and $2.6 million of transaction costs in connection with the refinancing of Interface Holding notes payable as described in note 3.
(2): Our new senior secured credit facility consists of (a) a $115.0 million term loan A, which has up to an 18-month delayed draw period, (b) a $770.0 million term loan B, of which $105.0 million has up to a 6-month delayed draw period and (c) a $125.0 million revolving credit facility. The only amounts initially borrowed were $665.0 million under the term loan B, of which $290.0 million was used to pay the prior senior secured credit facility and $19.5 million to pay transaction costs, and $355.5 million was deposited into a restricted cash account to pay for certain development and construction costs of the Palazzo Casino Resort. In addition, $60.0 million of letters of credit were outstanding as of August 20, 2004, which reduces the amount available for borrowing under the revolving facility.
(3): Pro forma Interface Group—Nevada mortgage loan reflects the new $100.0 million mortgage loan agreement which was entered into following the Interface transactions. Interface Group—Nevada used the proceeds from that new Interface mortgage loan and $24.3 million in cash from a $27.0 million equity contribution from Las Vegas Sands Opco to repay in full $124.3 million of outstanding notes payable under Interface Group—Nevada's prior mortgage loan.
(4): On September 30, 2004, we entered into the Phase II mall construction loan agreement, which allows Phase II Mall Holding, LLC and Phase II Mall Subsidiary, LLC to borrow up to $250.0 million on a senior secured delayed draw basis to fund a portion of the Phase II mall construction costs. We have a commitment from a lender for an FF&E credit facility which we intend to use to fund a portion of the construction costs of the Palazzo Casino Resort. We anticipate that the Palazzo Casino Resort FF&E credit facility will allow us to borrow senior secured delayed draw loans in an amount equal to the lesser of (i) $135.0 million, less any reserves, and (ii) up to 100% of the invoice amounts due for the purchase of specified equipment. Due to the delayed draw nature of these credit agreements, they have not been included in the accompanying capitalization table.

(5): Pro forma receivables from stockholders represents Interface Holding's distribution of $1.8 million of receivables to our principal stockholder immediately prior to Las Vegas Sands Opco's acquisition of Interface Holding.
(6): Pro forma capital in excess of par value reflects the reclassification of previously undistributed pro forma retained earnings of $383.4 million upon termination of Las Vegas Sands Opco's subchapter S corporation tax status.
(7): Pro forma retained earnings reflects the recognition of a $5.4 million loss on early retirement of indebtedness related to the write-off of unamortized debt offering costs associated with our prior senior secured credit facility, the $8.2 million impact of our recognition of deferred tax assets and liabilities, the Interface Distribution of $15.3 million and the reclassification of previously undistributed pro forma retained earnings of $383.4 million to capital in excess of par value associated with the termination of Las Vegas Sands Opco's subchapter S corporation tax status.

DILUTION

The net tangible book value per share of our common stock is the difference between our tangible assets and our liabilities, divided by the number of shares of common stock outstanding. For investors in this offering, dilution is the difference between the initial public offering price per share of the common stock in this offering and the pro forma net tangible book value per share of our common stock immediately after completing this offering. Dilution results from the fact that the per share offering price of the common stock is substantially in excess of the net tangible book value per share attributable to the existing stockholders for the currently outstanding stock.

As of June 30, 2004, our pro forma net tangible book value prior to this offering was approximately $ million, or approximately $ per share, based on shares of common stock outstanding.

As of June 30, 2004, without taking into account any changes in our pro forma net tangible book value subsequent to that date other than the sale of the common stock in this offering at the assumed initial public offering price of $ per share, the mid-point of the range shown on the cover of this prospectus, after deducting the estimated underwriting discounts and commissions and other offering expenses, the pro forma net tangible book value of each of the outstanding shares of common stock would have been $ after this offering. Therefore, new investors in the common stock would have paid $ for a share of common stock having a pro forma net tangible book value of approximately $ per share after this offering. That is, their investment would have been diluted by approximately $ per share. At the same time, existing common stockholders would have realized an increase in pro forma net tangible book value of $ per share after this offering without further cost or risk to themselves. The following table illustrates this per share dilution:

Initial public offering price per share of common stock		$
Net tangible pro forma book value per share of common stock before the offering	$
Increase in net tangible pro forma book value per share of common stock attributable to investors in the offering

Net tangible pro forma book value per share of common stock after the offering (1) (2)

Dilution per share to new investors	$

(1): After deduction of the estimated offering expenses payable by us, including the underwriting discounts and commissions.
(2): Does not give effect to the issuance of up to shares issuable by us if the underwriters exercise their over-allotment option.

The following table sets forth, as of June 30, 2004, the differences between our existing stockholders and the new investors with respect to the average price per share paid by our existing stockholders and to be paid by new investors in this offering at $ , the mid-point of the

range of the initial public offering price set forth on the cover page of this prospectus, and before deducting estimated underwriting discounts and commissions.

	Shares Purchased			Total Consideration
	Shares Purchased			Total Consideration			Average Price Per Share
	Number	Percent		Amount	Percent		Average Price Per Share
Existing stockholders			%	$		%	$
New investors			%			%

Total		100.0	%	$	100.0	%	$

The discussion and tables above assume no exercise of the stock options that will be outstanding as of the date of the completion of this offering. As of the completion of this offering, we expect to have options outstanding to purchase a total of shares of common stock at a weighted average price of $ per share. For more information, please see "Shares Eligible for Future Sale" and "Note 9—Stockholders' Equity and Per Share Data" to our consolidated financial statements.

SELECTED HISTORICAL FINANCIAL AND OTHER DATA

Set forth in the following table are certain historical financial and other data of Las Vegas Sands Opco as of and for each of the periods specified. The balance sheet and statement of operations and other financial data as of December 31, 2002 and 2003 and for each of the years ended December 31, 2001, 2002 and 2003 have been derived from the audited consolidated financial statements of Las Vegas Sands Opco for these periods included elsewhere in this prospectus. The balance sheet data as of June 30, 2003 and 2004 and the statement of operations and other financial data for the six months ended June 30, 2003 and 2004 of Las Vegas Sands Opco have been derived from the unaudited consolidated financial statements of Las Vegas Sands Opco for these periods included elsewhere in this prospectus. The balance sheet data as of December 31, 1999, 2000 and 2001 and the statement of operations and other financial data for the years ended December 31, 1999 and 2000 have been derived from the unaudited consolidated financial information of Las Vegas Sands Opco. The balance sheet and statement of operations and other financial data for all periods have been restated due to the acquisition on July 29, 2004 of all of the common stock of Interface Holding from our principal stockholder. Las Vegas Sands Opco has accounted for this acquisition as a reorganization of entities under common control, in a manner similar to a pooling-of-interests. In the opinion of management, the unaudited financial information (including the unaudited financial statements as of June 30, 2004 and for the six months ended June 30, 2003 and 2004) reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results of operations of Las Vegas Sands Opco for those periods. The results of operations of Las Vegas Sands Opco for the six months ended June 30, 2004 are not necessarily indicative of the results to be expected for the full year or for any future period. The historical results are not necessarily indicative of the results of operations to be expected in the future. The other operating data for all periods presented have been derived from our internal records. The following information should be read in conjunction with "Prospectus Summary—Summary Historical and Pro Forma Financial and Other Data," "Use of Proceeds," "Capitalization," "Unaudited Pro Forma Condensed Consolidated Financial Statements," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements, the related notes and other financial information included elsewhere in this prospectus.

		Year Ended December 31,															Six Months Ended June 30,
		1999(1)			2000			2001			2002			2003			2003			2004
		(dollars in thousands, except operating and per share data)
Statement of Operations Data
Revenues:
	Casino	$	124,161		$	299,083		$	227,240		$	256,484		$	272,804		$	136,691		$	228,597
	Rooms		89,585			192,327			204,242			206,706			251,397			113,930			164,597
	Food and beverage		29,527			63,362			59,490			67,645			80,207			39,248			65,681
	Retail and other		80,637			132,723			138,595			126,709			132,202			65,125			73,489

			323,910			687,495			629,567			657,544			736,610			354,994			532,364
Promotional allowances			(25,045	)		(46,296	)		(42,594	)		(34,208	)		(44,856	)		(19,437	)		(26,521	)

Net revenues			298,865			641,199			586,973			623,336			691,754			335,557			505,843

Operating expenses:
	Casino		69,664			162,617			139,223			118,843			128,170			63,368			98,536
	Rooms		25,532			49,618			50,039			53,435			64,819			29,082			38,717
	Food and beverage		19,082			32,556			29,391			35,144			40,177			18,997			32,831
	Retail and other		27,213			53,938			54,377			51,332			53,556			26,119			31,275
	Provision for doubtful accounts		13,655			19,252			20,198			21,393			8,084			4,756			6,692
	General and administrative		66,335			111,596			105,063			112,913			126,134			60,727			76,748
	Corporate expense		2,450			5,655			6,079			10,114			10,176			4,396			5,704
	Rental expense		5,485			8,727			8,074			7,640			10,128			5,067			4,689
	Pre-opening and developmental expense		21,484			—			355			5,925			10,525			4,845			19,107
	Depreciation and amortization		30,125			46,280			43,972			46,662			53,859			23,514			32,383
	Gain on sale of The Grand Canal Shoppes		—			—			—			—			—			—			(418,222	)

			281,025			490,239			456,771			463,401			505,628			240,871			(71,540	)

	Year Ended December 31,															Six Months Ended June 30,
	1999(1)			2000			2001			2002			2003			2003			2004
	(dollars in thousands, except operating and per share data)
Operating income		17,840			150,960			130,202			159,935			186,126			94,686			577,383
Interest expense, net of amounts capitalized		(69,735	)		(131,313	)		(119,007	)		(121,432	)		(120,317	)		(57,532	)		(64,197	)
Other income (expense)		—			—			(1,938	)		1,045			825			819			(9	)
Loss on early retirement of debt(2)		(589	)		(2,785	)		(1,383	)		(51,392	)		—			—			(1,371	)

Net income (loss)	$	(52,484	)	$	16,862		$	7,874		$	(11,844	)	$	66,634		$	37,973		$	511,806

Per share data:
Basic earnings (loss) per share(3)	$	(43.02	)	$	13.82		$	6.45		$	(9.71	)	$	54.60		$	31.12		$	419.39
Diluted earnings (loss) per share(3)	$	(43.02	)	$	13.82		$	6.45		$	(9.71	)	$	54.51		$	31.04		$	418.89
Dividends declared per share(3)	$	—		$	—		$	—		$	—		$	3.44		$	—		$	88.42
Weighted average shares outstanding (basic)(3)		1,220,370			1,220,370			1,220,370			1,220,370			1,220,370			1,220,370			1,220,370
Weighted average shares outstanding (diluted)(3)		1,220,370			1,220,370			1,220,370			1,220,370			1,222,370			1,223,370			1,221,807
Other Financial Data
Net cash provided by (used in) operating activities	$	(16,290	)	$	109,608		$	65,752		$	86,842		$	137,116		$	56,724		$	233,582
Net cash provided by (used in) investing activities	$	(203,290	)	$	(19,987	)	$	(60,291	)	$	(240,237	)	$	(298,326	)	$	(118,941	)	$	520,973
Net cash provided by (used in) financing activities	$	240,637		$	(62,023	)	$	(66	)	$	194,119		$	207,520		$	45,537		$	(222,866	)
Capital expenditures	$	321,760		$	30,677		$	56,025		$	136,740		$	279,948		$	174,201		$	236,093
Other Operating Data
Occupancy %(4)(5)		81.7	%		95.2	%		94.6	%		95.6	%		96.0	%		97.7	%		98.8	%
Average daily room rate(4)(6)	$	159		$	182		$	196		$	196		$	204		$	211		$	228
Revenue per available room(4)(7)	$	130		$	174		$	185		$	187		$	195		$	207		$	225
Average number of table games(4)(8)		116			122			123			126			126			128			134
Table games drop per unit per day (4)(9)	$	15,587		$	25,241		$	21,560		$	18,808		$	17,969		$	18,144		$	19,793
Average number of slot machines(4)(10)		2,293			2,159			2,159			2,036			1,995			2,005			2,001
Slot machine win per unit per day(4)(11)		99			129			130			136			165			146			185
Number of Sands Expo Center visitors per day(4)(12)		9,496			8,528			9,445			7,711			7,707			8,533			4,836
Number of show days at Sands Expo Center(12)		123			159			110			121			116			46			82

	December 31,										June 30,
	1999(1)		2000		2001		2002		2003		2003		2004
	(dollars in thousands, except per share data)
Balance Sheet Data
Cash and cash equivalents	$	32,766	$	60,364	$	65,759	$	106,483	$	152,793	$	89,803	$	684,482
Restricted cash and cash equivalents	$	24,711	$	17,771	$	22,037	$	124,854	$	141,799	$	68,537	$	33,744
Total assets	$	1,298,175	$	1,327,050	$	1,363,555	$	1,606,762	$	1,917,035	$	1,694,879	$	2,418,840
Long—term debt	$	907,754	$	1,000,672	$	945,431	$	1,343,762	$	1,525,116	$	1,384,325	$	1,409,380
Stockholders' equity (deficit)	$	99,770	$	103,594	$	112,187	$	100,384	$	162,108	$	137,300	$	565,448

(1): The Venetian Casino Resort opened on May 4, 1999.
(2): In April 2002, the FASB issued SFAS 145, "Rescission of FASB Statements Nos. 4, 44 and 64 and Amendment of FASB Statement No. 13." SFAS 145 addresses the presentation for losses on early retirements of debt in the statement of operations to the extent they do not meet the requirements of APB Opinion No. 30. We have adopted SFAS 145 and no longer present losses on early retirements of debt as an extraordinary item. Accordingly, prior period losses on early retirement of debt have been reclassified to other income (expense) to conform to this new presentation in the accompanying table.
(3): Net income (loss) per share and shares outstanding for all periods presented retroactively reflect the impact of the first quarter 2002 stock split which increased the number of shares of common stock of Las Vegas Sands Opco outstanding from 925,000 to 1,000,000 and the issuance of 220,370 shares of common stock of Las Vegas Sands Opco in connection with the acquisition of Interface Holding on July 29, 2004. The impact of outstanding options to purchase 5,500 shares of common stock of Las Vegas Sands Opco has not been included in the computation of diluted earnings (loss) per share for the year ended December 31, 2002, as their impact would have been antidilutive. There were no options outstanding for the years 1999-2001.
(4): Operating data represents the average for the respective periods.
(5): Occupancy represents the percentage of total occupied rooms to total available rooms. An occupied room is a rented room for one night. Available rooms represents the number of total rooms less off-the-market rooms and out-of-order rooms. Total occupancy uses this formula for every day in a period cited while mid-week occupancy period uses the same formula described above for the period Sunday night through Thursday night for the total period cited.
(6): Average daily room rate is total room revenue divided by total occupied rooms.
(7): Revenue per available room is total room revenue divided by total available rooms.
(8): Average number of table games represents the number of table games on the casino floor each day divided by the number of days.
(9): Table games drop per unit per day represents the total table games drop divided by average number of tables divided by number of days. Table games drop represents the sum of markers issued (credit instruments) less markers paid at the table, plus cash deposited in the table drop box.
(10): Average number of slot machines represents the number of slot machines on the casino floor each day divided by the number of days.
(11): Slot machine win per unit per day represents the daily average of slot machine win divided by the number of machines in service. Win is the amount of money deposited into the slot machine that we win and record as revenue.
(12): This data is based on actual days during which a convention trade show or similar event is ongoing at the Sands Expo Center. This data excludes move-in and move-out days.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma condensed consolidated financial statements have been prepared by management and give effect to:

•: The Grand Canal Shoppes sale;
•: the borrowing of $665.0 million under our new senior secured credit facility of which we used $290.0 million to repay in full our prior senior secured credit facility and used $19.5 million to pay transaction costs in connection with the refinancing transactions and deposited the remainder in a restricted cash account to pay for certain development and construction costs of the Palazzo Casino Resort;
•: the $15.3 million Interface Distribution and the Interface Refinancing; and
•: the proposed conversion of Las Vegas Sands Opco from a subchapter S corporation to a taxable "C" corporation for income tax purposes.

The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2003 and the six months ended June 30, 2004 have been prepared to give effect to the transactions described above, as if they had occurred as of January 1, 2003. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2004 has been prepared to give effect to the transactions described above (other than The Grand Canal Shoppes sale, which is reflected in the historical balance sheet) as if they had occurred as of June 30, 2004. Due to their delayed draw terms, the unaudited pro forma data does not give effect to other borrowings under our senior secured credit facility, the Phase II mall construction loan or the FF&E credit facility. The unaudited pro forma data also does not give effect to the estimated $ million tax distributions which we propose to make immediately prior to Las Vegas Sands Opco's conversion from a subchapter S corporation to a taxable "C" corporation for income tax purposes. The per share data in the unaudited pro forma data does not give effect to the holding company merger.

The pro forma adjustments, which are based on available information and certain assumptions that we believe are reasonable under the circumstances, are applied to the historical consolidated financial statements. The unaudited pro forma condensed consolidated financial statements are provided for informational purposes only and do not purport to represent what our financial position or results of operations would actually have been had the transactions described above occurred on such dates or to project our results of operations or financial position for any future period.

The accompanying unaudited pro forma condensed consolidated financial statements should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Use of Proceeds," "Selected Historical Financial and Other Data" and the historical consolidated financial statements and the notes thereto included elsewhere in this prospectus.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS

		For the Six Month Period Ended June 30, 2004
		LVSI Historical			Grand Canal Shoppes Transaction			Financing Transactions(1), Interface Refinancing and Interface Distribution			Conversion to "C" Corporation			Pro Forma
		(dollars in thousands, except per share data)
Revenues:
	Casino	$	228,597		$			$			$			$	228,597
	Rooms		164,597												164,597
	Food and beverage		65,681												65,681
	Retail and other		73,489			(16,779	)(2)								56,710

			532,364			(16,779	)								515,585
Less — promotional allowances			(26,521	)		5	(3)								(26,516	)

Net revenues			505,843			(16,774	)								489,069

Operating expenses:
	Casino		98,536												98,536
	Rooms		38,717												38,717
	Food and beverage		32,831												32,831
	Retail and other		31,275			(2,251	)(4)								29,024
	Provision for doubtful accounts		6,692												6,692
	General and administrative		76,748			(703)	(3)								76,045
	Corporate expense		5,704												5,704
	Rental expense		4,689			(886	)(3)								3,803
	Pre-opening and developmental expense		19,107												19,107
	Depreciation and amortization		32,383			(1,824	)(3)								30,559
	Gain on sale of The Grand Canal Shoppes		(418,222	)		418,222	(5)

			(71,540	)		412,558									341,018

Operating income			577,383			(429,332	)								148,051
Other income (expense):
	Interest income		1,094			(67)	(3)								1,027
	Interest expense, net of amounts capitalized		(65,291	)		2,056	(3)		128	(6)					(63,107	)
	Other income (expense)		(10	)		9	(3)
	Loss on early retirement of debt		(1,371	)		1,147	(3)								(224	)

Income before provision for income taxes			511,806			(426,187	)		128						85,747
	Provision for income taxes											(30,650	)(7)		(30,650	)

Net income		$	511,806		$	(426,187	)	$	128		$	(30,650	)	$	55,097

Basic earnings per share		$	419.39											$	45.15

Diluted earnings per share		$	418.89											$	45.09

Dividends declared per share		$	88.42											$	88.42

Weighted average shares outstanding
	Basic		1,220,370												1,220,370

	Diluted		1,221,807												1,221,807

See the accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements, which are an integral part of these statements.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS

		For the Year Ended December 31, 2003
		Las Vegas Sands Opco Historical			Grand Canal Shoppes Transaction			Financing Transactions(1), Interface Refinancing and Interface Distribution			Conversion to "C" Corporation			Pro Forma
		(dollars in thousands, except per share data)
Revenues:
	Casino	$	272,804		$			$			$			$	272,804
	Rooms		251,397												251,397
	Food and beverage		80,207												80,207
	Retail and other		132,202			(41,165)	(8)								91,037

			736,610			(41,165	)								695,445
Less — promotional allowances			(44,856	)		17									(44,839	)

Net revenues			691,754			(41,148	)								650,606

Operating expenses:
	Casino		128,170												128,170
	Rooms		64,819												64,819
	Food and beverage		40,177												40,177
	Retail and other		53,556			(6,811)	(9)								46,745
	Provision for doubtful accounts		8,084			113	(10)								8,197
	General and administrative		126,134			(1,922)	(10)								124,212
	Corporate expense		10,176												10,176
	Rental expense		10,128			(2,557)	(10)								7,571
	Pre-opening and developmental expense		10,525												10,525
Depreciation and amortization			53,859			(5,151)	(10)								48,708

			505,628			(16,328	)								489,300

Operating income			186,126			(24,820	)								161,306
Other income (expense):
	Interest income		2,125			(148)	(10)								1,977
	Interest expense, net of amounts capitalized		(122,442	)		4,874	(10)		384	(5)					(117,184	)
	Other income		825			62									887

Income before provision for income taxes			66,634			(20,032	)		384						46,986
	Provision for income taxes											(20,982	)(7)		(20,982	)

Net income		$	66,634		$	(20,032	)	$	384		$	(20,982	)	$	26,004

Basic earnings per share		$	54.60											$	21.31

Diluted earnings per share		$	54.51											$	21.27

Dividends declared per share		$	3.44											$	3.44

Weighted average shares outstanding
	Basic		1,220,370												1,220,370

	Diluted		1,222,370												1,222,370

See the accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements, which are an integral part of these statements.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

		June 30, 2004
		Las Vegas Sands Opco Historical			Financing Transactions			Interface Distribution and Interface Refinancing			Conversion to "C" Corporation			Pro Forma
		(dollars in thousands)
Assets:
Current assets:
	Cash and cash equivalents	$	684,482		$			$	(39,864	)(11)(12)	$			$	644,618
	Restricted cash and cash equivalents		33,744												33,744
	Accounts receivable, net		56,958												56,958
	Inventories		6,350												6,350
	Prepaid expenses and other current assets		10,311						(46	)(11)		8,721	(13)		18,986

Total current assets			791,845						(39,910	)		8,721			760,656
Property and equipment, net			1,564,689						(375	)(11)					1,564,314
Deferred offering costs, net			33,474			(5,385	)(14)
						19,463	(14)		2,619	(12)					50,171
Restricted cash and cash equivalents			—			355,537	(14)								355,537
Other assets, net			28,832												28,832

		$	2,418,840		$	369,615		$	(37,666	)	$	8,721		$	2,759,510

Liabilities and Stockholders' Equity:
Current liabilities:
	Accounts payable	$	29,901		$			$			$			$	29,901
	Construction payables		51,900												51,900
	Construction payables—contested		7,232												7,232
	Accrued interest payable		5,001												5,001
	Other accrued liabilities		119,110												119,110
	Current maturities of long term debt		42,385			(12,500	)(14)		(24,325	)(12)					5,560

Total current liabilities			255,529			(12,500	)		(24,325	)					218,704
Other long term liabilities			7,317									16,938	(11)		24,255
Deferred gain on sale of The Grand Canal Shoppes			73,325												73,325
Deferred rent from The Grand Canal Shoppes transaction			107,841												107,841
Long term debt			1,409,380			(277,500	)(14)		(100,000	)(12)
						665,000	(14)		100,000	(12)					1,796,880

			1,853,392			375,000			(24,325	)		16,938			2,221,005

Stockholders' equity:
Common stock, $.10 par value, 3,000,000 shares authorized, 1,220,370 shares issued and outstanding			123												123
Receivables from stockholders			(2,670	)					1,812	(11)					(858	)
Capital in excess of par value			155,809									383,431	(15)		539,240
Retained earnings			412,186			(5,385	)(14)		(15,153	)(11)		(8,217	)(13)
												(383,431	)(15)		—

			565,448			(5,385	)		(13,341	)		(8,217	)		538,505

		$	2,418,840		$	369,615		$	(37,666	)	$	8,721		$	2,759,510

See the accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements, which are an integral part of these statements.

Notes to Unaudited Pro Forma
Condensed Consolidated Financial Statements

(1): Financing transactions reflects borrowings of $665.0 million under our new senior secured credit facility and use of a portion of the borrowings to repay in full our prior senior secured credit facility and pay transaction costs in connection with the refinancing.
(2): Reflects the elimination of The Grand Canal Shoppes revenues for the six months ended June 30, 2004 of $14.0 million and the elimination of revenues associated with the leased shops of $3.4 million, offset by the recognition of deferred rent income associated with The Grand Canal Shoppes sale transaction of $.6 million.
(3): Reflects the elimination of The Grand Canal Shoppes revenue and expenses for the six months ended June 30, 2004.
(4): Reflects the elimination of The Grand Canal Shoppes expenses for the six months ended June 30, 2004 of $4.7 million and the addition of $4.2 million of rent associated with certain lease backs from GGP, offset by the amortization of the deferred gain from The Grand Canal Shoppes sale of $1.7 million.
(5): Reflects the elimination of the gain on sale of The Grand Canal Shoppes for purposes of the pro forma statement of operations because it is a non-recurring item directly related to the transaction.
(6): Reflects the effect on interest expense from the following debt transactions:

		Year Ended December 31, 2003			Six Months Ended June 30, 2004
		(dollars in thousands)
Deductions to historical interest expense :
Interest expense related to indebtedness repaid with proceeds from the financing transactions, at actual historical amounts		$	(18,914	)	$	(10,029	)
Interest expense related to amortization of deferred offering costs, at actual historical amounts			(2,831	)		(1,397	)
Additions to historical interest expense :
Pro forma interest expense on $295.7 million on the new senior secured credit facility which was used to repay the $290.0 million outstanding under the prior senior secured credit facility and to pay $5.7 million of deferred offering costs (interest rate of 4.34%)(a)			13,012			6,488
Pro forma interest expense on $100.0 million new Interface mortgage loan which was used to repay outstanding notes payable under the prior Interface—Group Nevada mortgage loan (interest rate of 5.59%)(a)			5,668			2,826
Pro forma interest expense for letters of credit fees under new senior secured credit facility (2.5% fixed rate)			227			758
Pro forma interest expense for undrawn fees on revolver under new senior secured credit facility (0.5% fixed rate)			330			164
Pro forma amortization of estimated deferred offering costs and commitment fees using a weighted average life of 5 years			2,124			1,062

	Net pro forma decrease to historical interest expense	$	(384	)	$	(128	)

(a): Based on one-month LIBOR rates at October 1, 2004 (1.84%) plus the contractual spread for the new indebtedness.

Had interest rates been .125% higher during the year ended December 31, 2003 and the six months ended June 30, 2004, the impact on the variable rate indebtedness would have caused pro forma interest expense for each period to increase by $501,000 and $250,000, respectively.

(7): Since inception, we have elected to be taxed as a subchapter S corporation for federal and state income tax purposes. Accordingly, no provision has been made for federal or state income taxes in the historical financial statements. Prior to the completion of this offering, we will revoke and terminate our subchapter S election and thereafter be taxed as a taxable "C" corporation for income tax purposes. The pro forma provision for income taxes reflects the tax impact of this proposed conversion on our historical results of operations, after the pro forma impact of The Grand Canal Shoppes and the financing transactions as if the conversion had occurred on January 1, 2003. This adjustment excludes the initial establishment of deferred tax assets and liabilities which would have been recorded upon our tax status conversion.
(8): Reflects the elimination of The Grand Canal Shoppes revenues for the year ended December 31, 2003 of $34.7 million and the elimination of revenues associated with the leased shops of $7.7 million, offset by the amortization of deferred revenues associated with The Grand Canal Shoppes sale transaction of $1.2 million.
(9): Reflects the elimination of The Grand Canal Shoppes expenses for the year ended December 31, 2003 of $11.7 million and the addition of $8.4 million of rent associated with certain lease backs from GGP, offset by the amortization of the deferred gain from The Grand Canal Shoppes sale of $3.5 million.
(10): Reflects the elimination of The Grand Canal Shoppes revenue and expenses for the year ended December 31, 2003.
(11): Reflects the distribution of $12.9 million of cash, $1.8 million of receivables due from our principal stockholder and $.5 million of fixed and other assets immediately prior to Las Vegas Sands Opco's July 29, 2004 acquisition of Interface Holding.
(12): Reflects the repayment on July 30, 2004 of $124.3 million of outstanding notes payable under Interface Group—Nevada's prior mortgage loan and the payment of $2.6 million in refinancing costs associated with the $100.0 million new Interface mortgage loan used to repay these notes payable.
(13): Reflects the proposed conversion from a subchapter S corporation to a taxable "C" corporation for income tax purposes and the recognition of net current deferred tax assets and net noncurrent deferred tax liabilities as if the proposed conversion had occurred on June 30, 2004.
(14): Reflects the borrowing of $665.0 million under our senior secured credit facility, utilization of a portion of the proceeds for the repayment of $290.0 million outstanding on our prior senior secured credit facility and the payment of $19.5 million of debt offering costs and deposit of the remaining net proceeds of $355.5 million into a restricted escrow account and the write-off of $5.4 million of unamortized debt offering costs related to our prior senior secured credit facility.
(15): Reflects the reclassification of previously undistributed retained earnings to capital in excess of par value upon the completion of the proposed conversion from a subchapter S corporation to a taxable "C" corporation for income tax purposes.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements, and the notes thereto and other financial information included in this prospectus. Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" are forward-looking statements. See "Disclosure Regarding Forward-Looking Statements."

General

We own and operate the Venetian Casino Resort and the Sands Expo and Convention Center in Las Vegas, Nevada, and the Sands Macao in Macau, China. We are also developing two other casino resorts: the Palazzo Casino Resort, which will be adjacent to and connected with the Venetian Casino Resort, and the Macao Venetian Casino Resort in Macau.

We currently offer hotel, gaming, dining, entertainment, retail, and spa and other amenities at the Venetian Casino Resort and convention and trade show space at the Sands Expo Center in Las Vegas and gaming, dining and VIP suites at the Sands Macao. Approximately 71.2% of our gross revenues in 2003 was derived from gaming and hotel rooms at the Venetian Casino Resort, of which approximately 37.0% was derived from gaming and 34.1% was derived from hotel rooms. Approximately 73.9% of our gross revenues in the first six months of 2004 were derived from gaming and hotel rooms at the Venetian Casino Resort, of which approximately 42.9% was derived from gaming and 30.9% was derived from hotel rooms. The percentage of gaming revenue for the Venetian Casino Resort is one of the lowest on the Strip because of our emphasis on the group convention and trade show business and the resulting higher occupancy and room rates during mid-week periods. From its opening through June 30, 2004, 95.9% of the Sands Macao's revenue was derived from gaming activities with the remainder derived from food and beverage.

Las Vegas has continued to experience an upward trend in total visitation, convention, and trade show attendees, as well as gaming win, hotel occupancy and hotel average daily room rates. In particular, Las Vegas has experienced an increase in visitors arriving by air. The population in the southwest area of the United States, including Las Vegas, has also grown. In Las Vegas, the population has doubled in the last thirteen years, from approximately 770,280 in 1990 to approximately 1,642,000 in 2003. The Venetian Casino Resort/Sands Expo Center complex has benefited from these trends along with low interest rates during 2003 and the first six months of 2004.

Las Vegas Projects

We completed an addition to the Venetian Casino Resort during the second quarter of 2003, which we refer to as the Phase IA addition. The Phase IA addition opened for business on June 26, 2003. The Phase IA addition included the 1,013-room Venezia hotel tower on top of the Venetian Casino Resort's existing parking garage, an approximately 1,000-parking space expansion to the existing parking garage and approximately 150,000 square feet of additional meeting and conference space as an expansion of our Congress Center meeting and conference facility. The total construction cost of the Phase IA addition was approximately $285.0 million, including $9.0 million to expand the Venetian Casino Resort's heating, ventilation and air conditioning facility (the "HVAC plant") to accommodate the Phase IA addition.

We have begun extensive design and planning work for, and have completed demolition and commenced excavation on the site of, the Palazzo Casino Resort. During the second quarter of 2004, we invested $23.9 million toward the development of the Palazzo Casino Resort and as of June 30, 2004, we had incurred approximately $120.9 million in design, pre-development and construction costs for the Palazzo Casino Resort. The Palazzo Casino Resort is expected to open

during the first quarter of 2007 and is expected to cost us approximately $1.6 billion (exclusive of land) of which the Phase II mall is expected to cost us approximately $275.0 million (exclusive of certain incentive payments to executives made in July 2004). In addition, we expect tenants will make significant additional capital expenditures to build out stores and restaurants in the Palazzo Casino Resort. On August 20, 2004, we entered into a $1.010 billion senior secured credit facility to, among other things, finance the Palazzo Casino Resort construction costs, and on September 30, 2004 we entered into a $250.0 million construction loan to fund a portion of the Phase II mall construction costs. In addition, we have a commitment from a lender to provide us with an FF&E credit facility of up to $135.0 million. See "Description of Indebtedness and Operating Agreements." We intend to use the remaining $574.5 million of proceeds from our senior secured credit facility, the $250.0 million of proceeds from the Phase II mall construction loan, the $135.0 million of proceeds from the FF&E credit facility, the remaining $464.0 million of net proceeds from the sale of The Grand Canal Shoppes and $140.0 million of our operating cash flow to fund the development and construction costs for the Palazzo Casino Resort (including the Phase II mall) and to pay related fees and expenses.

Macau Projects

We also own and operate the Sands Macao, a Las Vegas-style casino in Macau. We opened the main portion of the Sands Macao on May 18, 2004 and opened the remainder of the Sands Macao, including 42 additional table games, 4 restaurants, 2 spas, entertainment venues, and 49 high-end suites, during late August 2004. We currently estimate that the total cost of developing, constructing, and operating the Sands Macao, including design costs, construction costs, equipment costs, working capital and pre-opening expenses, is approximately $265.0 million. Through June 2004, we expended pre-opening and developmental expenses and capital expenditures of $185.1 million, in connection with our Sands Macao project. In addition to the Sands Macao, we also plan to build the Macao Venetian Casino Resort, an all-suites hotel, casino and convention center complex, with a Venetian-style theme similar to that of our Las Vegas property. Under the subconcession agreement, we are obligated to develop and open the Macao Venetian Casino Resort by June 2006 and a convention center by December 2006, and invest, or cause to be invested, at least 4.4 billion patacas (approximately $533.3 million at exchange rates in effect on June 30, 2004) in various development projects in Macau by June 2009. We expect that the cost of the Sands Macao and the construction of the Macao Venetian Casino Resort will satisfy these investment obligations but we will need an extension of the June 2006 construction deadline for the Macao Venetian Casino Resort which we currently expect to open in the first quarter of 2007. See "—Liquidity and Capital Resources—Macao Casino Projects" and "Risk Factors—We are required to make substantial additional investments in Macau and build and open the Macao Venetian Casino Resort by June 2006 and a convention center by December 2006. If we do not do so, we may lose our right to continue to operate the Sands Macao or any other facilities developed under the subconcession."

The Grand Canal Shoppes

On April 12, 2004, we entered into an agreement with GGP to sell The Grand Canal Shoppes and lease certain restaurant and other retail assets of the Venetian Casino Resort for approximately $766.0 million. The Grand Canal Shoppes sale was completed on May 17, 2004 and we realized a net gain of $418.2 million in connection with the sale. In conjunction with the sale, we repaid all of our outstanding indebtedness under our $120.0 million secured mall facility, repurchased $6.4 million in principal amount of our outstanding mortgage notes pursuant to an asset sale offer and made a tax distribution to our stockholders. Under generally accepted accounting principles ("GAAP"), we are required to defer a portion of the gain from the sale of The Grand Canal Shoppes. First, we deferred $109.2 million of the gain from the transaction deemed prepaid operating lease payments. This deferral related to 19 spaces currently occupied by various tenants

and which we leased to GGP for an annual rent of one dollar per year under an 89 year operating lease. GGP assumed, and is entitled to rent payments under, the tenant leases for these 19 spaces. This deferred amount is amortized over the 89 year lease term on a straight line basis. Second, we deferred $77.2 million which constitutes the estimated net present value of payments we make to GGP under three lease back arrangements. Under these arrangements we:

•: lease the C2K Showroom space located within The Grand Canal Shoppes from GGP for a period of 25 years, subject to an additional 50 years of extension options, with initial annual fixed minimum rent of $3.3 million per year;
•: lease the gondola retail store and the canal space located within The Grand Canal Shoppes from GGP for a period of 25 years, subject to an additional 50 years of extension options, with initial annual fixed minimum rent of $3.5 million; and
•: lease certain office space from GGP for a period of 10 years, subject to an additional 65 years of extension options, with initial annual fixed minimum rent of $860,350.

The three lease payments described above are subject to automatic increases of 5% beginning on the sixth lease year and each subsequent fifth lease year thereafter. The net present value of these lease payments is $77.2 million. Under GAAP, a portion of the transaction must be deferred in an amount equal to the present value of the minimum lease payments set forth in the lease back agreements. This deferred gain will be amortized to reduce lease expense on a straight-line basis over the life of the leases.

We are party to three tenant lease termination and asset purchase agreements. The total remaining payment obligations under these arrangements was $18.7 million as of June 30, 2004. Under The Grand Canal Shoppes sale agreement, we continue to be obligated to fulfill the lease termination and asset purchase agreements. Our remaining obligations under the first agreement require us to pay a tenant 27 annual payments of $400,000 beginning in 2004. Our remaining obligations under the second agreement require us to pay 6 monthly payments totaling $10.0 million beginning October 2004 plus interest at 6% per annum. Our remaining obligations under the third agreement require us to pay quarterly payments of $62,500 beginning in 2004 for ten years.

As part of The Grand Canal Shoppes sale, we entered into an agreement with GGP to construct and sell the Phase II mall. The purchase price that GGP has agreed to pay for the Phase II mall is the greater of (i) $250.0 million and (ii) the Phase II mall's net operating income for months 19 through 30 of its operations (assuming that the rent due from all tenants in month 30 was actually due in each of months 19 through 30) divided by a capitalization rate. The capitalization rate is .06 for every dollar of net operating income up to $38.0 million and .08 for every dollar of net operating income above $38.0 million. On the date the Phase II mall opens to the public, GGP will be obligated to make an initial purchase price payment based on projected net operating income for the first 12 months of operations (but in no event less than $250.0 million). Every six months thereafter until the 24 month anniversary of the opening date, the required purchase price will be adjusted (up or down, but never to less than $250.0 million) based on projected net operating income for the upcoming 12 months. The "final" purchase price adjustment (subject to audit thereafter) will be made on the 30-month anniversary of the Phase II mall's opening date based on the formula described in the first two sentences of this paragraph. For all purchase price and purchase price adjustment calculations, "net operating income" will be calculated by using the "accrual" method of accounting and, for purposes of calculating the final purchase price adjustment, by applying the base rent payable by all tenants in the last month of the applicable 12-month period to the entire 12-month period. We have formed a separate subsidiary to develop and own the Phase II mall, which we refer to as the Phase II Mall Subsidiary. The Phase II mall is expected to cost approximately $275.0 million (excluding incentive payments to certain of our executives described below). In addition, we expect tenants will make significant additional

expenditures to build out stores and restaurants in the Palazzo Casino Resort. We recently entered into a $250.0 million construction loan to finance the construction of the Phase II mall. We expect to finance the Phase II mall construction costs with the proceeds from that loan and an approximately $25.0 million investment from us.

In July 2004, the Phase II Mall Subsidiary paid one-time incentive payments to certain of our executives in the aggregate amount of $62.0 million. These incentive payments were paid to our executives for the significant value they created for our company in connection with securing the financing of the Phase II mall and arranging for the sale of the Phase II mall.

Interface Acquisition

On July 29, 2004, we acquired all of the capital stock of Interface Holding from our principal stockholder in exchange for 220,370 shares of Las Vegas Sands Opco's common stock. Interface Holding indirectly owns the Sands Expo Center and holds the redeemable preferred interest in Venetian Casino Resort, LLC, which had a balance of $255.0 million as of July 29, 2004. We have ceased accrual of the redeemable preferred return as of July 29, 2004, and intend to retire the redeemable preferred interest upon approval by the Nevada gaming authorities. Following this acquisition, we made an equity contribution of approximately $27.0 million to Interface Group-Nevada, the direct owner of the Sands Expo Center. On July 30, 2004, Interface Group-Nevada entered into a $100.0 million mortgage loan and used proceeds from the loan and a portion of the equity contribution to repay in full the amounts outstanding under its $124.3 million prior mortgage loan and to pay related fees and expenses.

Other Development Projects

We have entered into agreements to develop and lease gaming and entertainment facilities with two prominent football clubs in the United Kingdom and are in discussions with several others to build entertainment and gaming facilities in major cities. During the six months ended June 30, 2004, we expensed $2.8 million in relation to our subsidiary in the United Kingdom for predevelopment activities in the United Kingdom.

We are assessing the feasibility of, and developing, an Internet gaming site. Prior to commencing operations, we will take into consideration restrictions imposed by applicable law on Internet gaming by adding software or other devices designed to comply with such limitations and applicable law. Through June 30, 2004, we had invested $1.3 million in development costs of an Internet gaming site. During March 2003, we obtained an interactive gaming license and an electronic betting center license from the Alderney Gambling Control Commission in the Channel Islands although we have not yet established any operations under those licenses.

Critical Accounting Policies and Estimates

Management has identified the following critical accounting policies that affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, management evaluates those estimates, including those related to asset impairment, accruals for slot marketing points, self-insurance, compensation and related benefits, revenue recognition, allowance for doubtful accounts, contingencies, and litigation. We state these accounting policies in the notes to the consolidated financial statements and in relevant sections in this discussion and analysis. These estimates are based on the information that is currently available to us and on various other assumptions that management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future

evaluations. Changes in these estimates and assumptions may have a material effect on our results of operations and financial condition.

We believe that the following critical accounting policies affect significant judgments and estimates used in the preparation of its consolidated financial statements:

•: We maintain an allowance for doubtful accounts for estimated losses resulting from the failure of its customers to make required payments, which results in bad debt expense. Management determines the adequacy of this allowance by continually evaluating individual customer receivables, considering the customer's financial condition, credit history and current economic conditions. If the financial condition of customers were to deteriorate, or if a customer refuses to pay or disputes any such payment, additional allowances may be required. Our estimate of the provision for doubtful accounts was $8.1 million during 2003 as compared to $21.4 million and $20.2 million for the years 2002 and 2001, respectively, and $6.7 million during the six months of 2004 as compared to $4.8 million during the first six months of 2003. We have historically estimated our provision for doubtful accounts related to table games receivables both on a specific identification basis for high dollar accounts and on a percentage of table games credit volume for the balance of the receivable portfolio.
•: We maintain accruals for health and workers compensation self-insurance, slot club point redemption and group sales commissions, which are classified in other accrued liabilities in the consolidated balance sheets. Management determines the adequacy of these accruals by periodically evaluating the historical experience and projected trends related to these accruals. If such information indicates that the accruals are overstated or understated, or if business conditions indicate we should adjust the assumptions utilized, we will reduce or provide for additional accruals as appropriate.
•: We are subject to various claims and legal actions, including lawsuits with our construction manager, Lehrer McGovern Bovis, Inc., for the original construction of the Venetian Casino Resort. Some of these matters relate to personal injuries to customers and damage to customers' personal assets. Management has established no accrual for any gain or loss in connection with the construction litigation because such gain or loss while reasonably possible has not been determined to be probable, nor can it be measured with any reasonable certainty. It is reasonably possible that this position could change in the near term as arbitration proceedings are concluded, and the amount of any such change could be material. Management estimates guest claims expense and accrues for such liabilities based upon historical experience in the other accrued liability category in its consolidated balance sheet.
•: At June 30, 2004, we had net property and equipment of $1.6 billion, representing 64.7% of our total assets. We depreciate property and equipment on a straight-line basis over their estimated useful lives. The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations such as contractual life. Future events, such as property expansions, property developments, new competition or new regulations, could result in a change in the manner in which we use certain assets requiring a change in the estimated useful lives of such assets. In assessing the recoverability of the carrying value of property and equipment if events and circumstance warrant such an assessment, we must make assumptions regarding estimated future cash flows and other factors. If these estimates or the related assumptions change, we may be required to record an impairment loss for these assets. Such an impairment loss would be recognized as a non-cash component of operating income.

Summary Financial Results

The following table summarizes our results of operations:

	Year Ended December 31,											Six Months Ended June 30,
	2001		Percent Change		2002			Percent Change		2003		2003		Percent Change		2004
	(dollars in thousands)
Net revenues	$	586,973	6.2	%	$	623,336		11.0	%	$	691,754	$	335,557	50.7	%	$	505,843
Operating income		130,202	22.8	%		159,935		16.4	%		186,126		94,686	509.8	%		577,383
General and administrative expenses		105,063	7.5	%		112,913		11.7	%		126,134		60,727	26.4	%		76,748
Net income (loss)	$	7,874	-250.4	%	$	(11,844	)	662.6	%	$	66,634	$	37,973	1247.8	%	$	511,806

	Percent of Net Revenues Year Ended December 31,						Six Months Ended June 30,
	2001		2002		2003		2003		2004
Operating Income	22.2	%	25.7	%	26.9	%	28.2	%	114.1	%
General and Administrative expenses	17.9	%	18.1	%	18.2	%	18.1	%	15.2	%
Net income (loss)	1.3	%	-1.9	%	9.6	%	11.3	%	101.2	%

Our historical financial results will not be indicative of our future results for the following reasons: We sold The Grand Canal Shoppes on May 17, 2004, we opened the Sands Macao on May 18, 2004 and in connection with this offering we will elect to cease to be taxed as a subchapter S corporation for income tax purposes. In addition we are developing and/or constructing the Palazzo Casino Resort and the Macao Venetian Casino Resort. Our historical financial statements have been restated due to the acquisition on July 29, 2004 of all of the common stock of Interface Holding from our principal stockholder. Las Vegas Sands Opco has accounted for this acquisition as a reorganization of entities under common control, in a manner similar to a pooling-of-interests.

Operating Results

Key operating revenue measurements:

The Venetian Casino Resort's operating revenue is dependent upon the volume of customers that stay at the hotel, which affects the price that can be charged for hotel rooms and the volume of table games and slot machine play. The Sands Macao is almost wholly dependent on casino customers that visit the casino on a daily basis. Hotel revenues are not expected to be material for the Sands Macao. Sands Macao visitors arrive by ferry, automobile, airplane or helicopter from Hong Kong, cities in China, and other Southeast Asian cities in close proximity to Macau.

The following are the key measurements we use to evaluate operating revenue. Hotel revenue measurements include hotel occupancy rate, which is the average percentage of available hotel rooms occupied during a period and average daily room rate which is the average price of occupied rooms per day. Revenue per available room represents a summary of hotel average daily room rates and occupancy.

Casino revenue measurements: table games drop and slot handle are volume measurements. Win or hold percentage represents the percentage of drop or handle that is won by the casino. Table games drop represents the sum of markers issued (credit instruments) less markers paid at the table, plus cash deposited in the table drop box. Slot handle is the gross amount wagered or coin placed into slot machines in aggregate for the period cited. Drop and handle are abbreviations for table games drop and slot handle. Win or hold is the amount of table games drop or slot handle won by the casino and recorded as casino revenue. Based upon our mix of table games, our table games produce a statistical average table win percentage of 19% to 21% and slot machines produce a statistical average slot machine win percentage generally between 6% and 7%. Actual win may vary from the statistical average. Generally, slot machine play at the Venetian Casino Resort is conducted on a cash basis, while the Venetian Casino Resort's table games revenue is

from higher wagering guests, generally on a credit basis. The Sands Macao table game and slot machine play is conducted primarily on a cash basis.

Six Months Ended June 30, 2004 compared to the Six Months Ended June 30, 2003

Operating Revenues

Our net revenues consisted of the following:

		Six Months Ended June 30,
		2003			2004			Percent Change
		(dollars in thousands)
Net Revenues
Casino		$	136,691		$	228,597		67.2	%
Rooms			113,930			164,597		44.5	%
Food and beverage			39,248			65,681		67.3	%
The Grand Canal Shoppes(1)			18,793			15,977		-15.0	%
Sands Expo Center			28,732			36,752		27.9	%
Retail			3,969			4,634		16.8	%
Other			13,631			16,126		18.3	%

			354,994			532,364		50.0	%
Less—Promotional Allowances			(19,437	)		(26,521	)	36.4	%

	Total net revenues	$	335,557		$	505,843		50.7	%

(1): The Grand Canal Shoppes was sold on May 17, 2004 and certain other retail and restaurant venues were leased to GGP under the sale and lease agreement.

Consolidated net revenues were $505.8 million for the six months ended June 30, 2004; representing an increase of $170.2 million or 50.8% compared to $335.6 million for the six months ended June 30, 2003. The increase in net revenues was due to:

•: an increase of casino revenue of $91.9 million, primarily due to the addition of 1,013 new hotel rooms at the Venetian Casino Resort during June 2003, resulting in increased table games and slot machine volumes as well as higher win percentages at the Venetian Casino Resort. We do not believe this increase is a trend because it was related to the addition of hotel room capacity. The table games win percentage was 24.8% during the six months ended June 30, 2004, as compared to an average of approximately 20% since the opening of the Venetian Casino Resort during 1999. In our experience, average win percentages remain steady when measured over extended periods of time but can vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts are wagered;
•: an increase in room revenue of $50.7 million at the Venetian Casino Resort as a result of adding an additional 1,013 new hotel rooms at the Venetian Casino Resort during June 2003 as part of the Phase IA addition project, an increase in average daily hotel room rates at the Venetian Casino Resort and an increase in hotel room occupancy at the Venetian Casino Resort;
•: an increase in food and beverage revenue of $26.4 million, which resulted from the additional rooms and the associated increased banquet revenues at the Venetian Casino Resort;
•: an increase in revenue from the Sands Expo Center of $8.0 million, which resulted from increased convention and trade show revenues; and
•: an increase in retail and other revenue of $3.2 million.

Casino revenues were $228.6 million for the six months ended June 30, 2004, an increase of $91.9 million or 67.2% when compared to $136.7 million for the six months ended June 30, 2003. The increase was attributable to several factors, including:

•: the 1 ¹ / 2 months of operation of the Sands Macao, beginning on May 18, 2004;
•: an increase in slot handle (volume) in the six months ended June 30, 2004 to $1.0 billion from $902.0 million during the same period of 2003, primarily as a result of adding 1,013 new hotel rooms at the Venetian Casino Resort during June 2003 (slot machine win percentage at the Venetian Casino Resort as a percentage of slot handle was within a normal range during the second quarter of both 2004 and 2003);
•: an increase in table games drop (volume) at the Venetian Casino Resort to $482.1 million for the six months ended 2004 from $419.2 million for the six months ended 2003, primarily as a result of adding 1,013 new hotel rooms at the Venetian Casino Resort during June 2003 and increased casino marketing efforts. We do not believe this increase is a trend because it was related to the addition of hotel room capacity. Future increases will depend on growth in visitors to Las Vegas and marketing efforts aimed at high-end gaming customers; and
•: table game win as a percentage of table games drop which was within a normal range during both the first six months of 2004 and 2003 (casino win percentage is reasonably predictable over time, but may vary considerably during shorter periods).

Table games drop at the Sands Macao during the period it was open in the second quarter of 2004 was $392.2 million and slot handle was $36.2 million. Table games hold percentage was within a normal range at the Sands Macao.

The Venetian Casino Resort maintained an average daily room rate of $228 for the six months ended June 30, 2004 as compared to $211 for the six months ended June 30, 2003. The Venetian Casino Resort generated revenue per available room of $225 for the six months ended June 30, 2004 as compared to $207 for the six months ended June 30, 2003. Average daily room rate is the total room rental revenue divided by the number of occupied rooms, and revenue generated per available room is the total room rental revenue divided by the number of available rooms. Because not all available rooms are occupied, average daily room rates are higher than revenue generated per available room.

Room revenues for the six months ended June 30, 2004 were $164.6 million, representing an increase of $50.7 million or 44.5% when compared to $113.9 million for the six months ended June 30, 2003. The increase in room revenues was the result of an increase in the number of hotel rooms at the Venetian Casino Resort, after the opening of the Phase IA addition on June 26, 2003, an increase in the average daily room rate and a slight increase in room occupancy.

Food and beverage revenues were $65.7 million for the six months ended June 30, 2004, representing an increase of $26.4 million or 67.3% compared to $39.2 million for the six months ended June 30, 2003. The increase was attributable to the additional hotel rooms and higher room occupancy at the Venetian Casino Resort and the opening of the Sands Macao.

Retail and other revenues were $73.5 million for the six months ended June 30, 2004, representing an increase of $8.4 million or 12.9% compared to $65.1 million for the six months ended June 30, 2003. The increase was primarily due to a $8.0 million increase in convention and trade show revenues at the Sands Expo Center. Other revenues include revenues from smaller operating departments such as the floral shop, wedding chapel, gondola rides, art museum and leased space, as well as non-departmental revenue sources such as ATM charges, laundry and valet services, royalties for the Sands trademark, in-room movie charges, hotel room phone charges, shoe shine services and other sources.

Operating Expenses

The breakdown of operating expenses is as follows:

	Six Months Ended June 30,
	2003		2004			Percent Change
	(dollars in thousands)
Operating Expenses
Casino	$	63,368	$	98,536		55.5	%
Rooms		29,082		38,717		33.1	%
Food and beverage		18,997		32,831		72.8	%
The Grand Canal Shoppes		8,281		5,793		-30.0	%
Sands Expo Center		13,952		9,504		-31.9	%
Retail and other		3,886		15,978		311.2	%
Provision for doubtful accounts		4,756		6,692		40.7	%
General and administrative		60,727		76,748		26.4	%
Corporate		4,396		5,704		29.8	%
Rental expense		5,067		4,689		-7.5	%
Pre-opening and developmental expense		4,845		19,107		294.4	%
Depreciation and amortization		23,514		32,383		37.7	%

		240,871		346,682		43.9	%
Gain on sale of The Grand Canal Shoppes		—		(418,222	)	N/A

Total operating expenses	$	240,871	$	(71,540	)	-129.7	%

Operating expenses (including pre-opening and developmental and corporate expenses) were $(71.5) million for the six months ended June 30, 2004, representing a decrease of $312.4 million or 129.7% compared to $240.9 million for the six months ended June 30, 2003. The decrease in operating expenses was attributable to the $418.2 million gain on the sale of The Grand Canal Shoppes. Excluding the gain on the sale of The Grand Canal Shoppes, operating expenses were $346.7 million or an increase of $105.8 million or 43.9%. The increase was primarily attributable to higher operating revenues and business volumes associated with the opening and operations of the Sands Macao, the completion of the Phase IA addition, increased pre-opening and developmental expense associated with the construction of the Sands Macao and developmental activities in the United Kingdom, increased general and administrative costs and an increase in the provision for doubtful accounts. Pre-development expenses in the United Kingdom primarily consisted of legal and consulting fees, travel and preliminary design costs related to our agreements to develop and lease gaming entertainment facilities with two prominent football clubs in the United Kingdom and discussions with several others to build entertainment and gaming facilities in major cities. Casino department expenses increased $35.2 million or 55.4% primarily as a result of the additional casino expenses related to the opening of the Sands Macao and as a result of increased slot machine volume and increased table games marketing cost at the Venetian Casino Resort. Of the $35.2 million increase in casino expenses, $22.5 million was due to the 39.0% gross win tax on casino revenues in Macau. We expect that future casino expenses will continue to be higher than before the opening of the Sands Macao particularly because of the higher gross win tax. Despite the higher gross win tax, casino operating margins at the Sands Macao are similar to those at the Venetian Casino Resort primarily because of lower labor, marketing and sales expenses in Macau. Room department expense increased $9.6 million or 33.1% as a result of the addition of 1,013 hotel rooms to the Venetian Casino Resort and slightly higher room occupancy. Food and beverage expense increased $13.8 million or 72.8% as a result of increased food and beverage sales at the Venetian Casino Resort and the opening of the Sands Macao. General and administrative cost increased $16.0 million or 26.4% primarily as the result of the opening of the Sands Macao and

increased utility cost, legal expense, management bonus program and property taxes at the Venetian Casino Resort.

The provision for doubtful accounts was $6.7 million for the six months ended June 30, 2004, representing an increase of $1.9 million or 40.7% compared to $4.8 million for the six months ended June 30, 2003. The increase was due primarily to increased table games drop and a decrease in the amount of gaming accounts receivable that will be collectable. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy and our credit standards, our risk assessments and the judgment of our employees responsible for granting credit. Certain individual gaming receivables range as high as $10.0 million for a single player and could have a significant impact on our operating results if deemed uncollectible.

Pre-opening and developmental expense was $19.1 million for the six months ended June 30, 2004, representing an increase of $14.3 million or 294.4% compared to $4.8 million for the six months ended June 30, 2003. The increase was primarily a result of our development of the Sands Macao and developmental activities in the United Kingdom.

Interest Expense

The following table summarizes information related to interest expense on long term debt, excluding the redeemable preferred interest:

		Six Months Ended June 30, (dollars in thousands)
		2003			2004
Interest cost		$	63,227		$	67,675
Less: Capitalized interest			(4,662	)		(2,384	)

	Interest expense, net	$	58,565		$	65,291

Cash paid for interest, net of amounts capitalized		$	57,907		$	63,216
Average total debt balance		$	1,367,180		$	1,534,896
Weighted average interest rate			8.6	%		8.5	%

Interest expense net of amounts capitalized was $65.3 million for the six months ended June 30, 2004, representing an increase of $6.7 million or 11.5% compared to $58.6 million for the six months ended June 30, 2003. Of the net interest expense incurred for the six months ended June 30, 2004, $56.2 million was related to the Venetian Casino Resort (excluding The Grand Canal Shoppes), $2.7 million was related to The Grand Canal Shoppes (which was sold on May 17, 2004), $2.9 million was related to the Sands Macao and $3.5 million was related to the Sands Expo Center. The increase in interest expense was attributable to increased borrowings associated with the construction of the Phase IA addition and the Sands Macao and a decrease in capitalized interest during the 2004 period.

Year Ended December 31, 2003 Compared to the Year Ended December 31, 2002

Operating Revenues

The breakdown of our net revenues is as follows:

		Year Ended December 31,
		2002			2003			Percent Change
		(dollars in thousands)
Net Revenues
Casino		$	256,484		$	272,804		6.4	%
Rooms			206,706			251,397		21.6	%
Food and beverage			67,645			80,207		18.6	%
The Sands Expo Center			54,314			52,960		-2.5	%
The Grand Canal Shoppes			36,493			39,374		7.9	%
Retail			8,030			8,623		7.4	%
Other			27,872			31,245		12.1	%

			657,544			736,610		12.0	%
Less—Promotional Allowances			(34,208	)		(44,856	)	31.1	%

	Total net revenues	$	623,336		$	691,754		11.0	%

Consolidated net revenues in 2003 were $691.8 million, representing an increase of $68.4 million or 11.0% when compared with $623.3 million of consolidated net revenues during 2002. The increase in net revenues was due to:

•: an increase of casino revenue of $16.3 million, primarily as a result of increased table game and slot machine revenue due to the addition of 1,013 new hotel rooms at the Venetian Casino Resort during June 2003. We do not think this increase is a trend because it was related to the addition of hotel room capacity. Until the opening of the Palazzo Casino Resort, future increases will more closely track visitor growth to Las Vegas and growth in the number of convention and trade show attendees at the Venetian Casino Resort;
•: an increase in room revenue of $44.7 million as a result of adding an additional 1,013 new hotel rooms during June 2003 as part of the Phase IA addition project, an increase in average daily hotel room rates and a slight increase in hotel room occupancy;
•: an increase in food and beverage revenue of $12.6 million from the additional rooms and the associated increased banquet revenues; and
•: an increase in other revenues of $132.2 million during 2003 as compared to $126.7 million during 2002.

Casino revenues were $272.8 million in the year ended December 31, 2003, an increase of $16.3 million or 6.4% from 2002. The increase was attributable to several factors, including that the slot handle (volume) at the Venetian Casino Resort in 2003 increased to $1.902 billion from $1.658 billion during 2002, primarily as a result of adding 1,013 new hotel rooms (slot machine win percentage as a percentage of slot handle was within a normal range during 2003 and 2002); offset by more stringent table games marketing parameters during 2003 that resulted in decreased table games volume. We use marketing parameters to determine to whom we extend invitations and discounts and complimentaries to participate in table games. We extend invitations and discounts and complimentaries after considering marketing parameters such as past history with us and collection history at other casinos, other research as to credit worthiness, such as credit rating agencies and bank accounts as well as the length of time a customer is expected to play at the casino during any one visit, the type of game played, the customer's previous gaming history with the casino and the customer's skill level. In 2003, we made our table games marketing parameters more stringent to reduce lower margin table game business. Table games drop (volume) decreased

to $829.0 million in 2003 from $867.3 million during 2002. Table game win as a percentage of table games drop was within a normal range during both 2003 and 2002 (table games and slot machine win percentage is reasonably predictable over time, but may vary considerably during shorter periods).

The Venetian Casino Resort maintained an average daily room rate of $204 in 2003 as compared to $196 in 2002. The Venetian Casino Resort generated revenue per available room of $195 during 2003 as compared to $187 during 2002. Room revenues during 2003 were $251.4 million, representing an increase of $44.7 million or 21.6% when compared to $206.7 million during 2002. The increase in room revenues was the result of an increase in the number of hotel rooms, after the opening of the Venezia tower on June 26, 2003, an increase in the average daily room rate and a slight increase in room occupancy.

Food and beverage revenues were $80.2 million during 2003, representing an increase of $12.6 million or 18.6% compared to $67.6 million for 2002. The increase was attributable to the additional hotel rooms and higher room occupancy.

The Sands Expo Center revenues were $53.0 million during 2003, compared to $54.3 million during 2002.

The Grand Canal Shoppes revenues were $39.4 million during 2003, compared to $36.5 million during 2002. The 7.9% increase was attributable to higher foot traffic, additional tenants and increased proceeds from rents calculated on tenant gross revenues.

Retail and other revenues increased $3.9 million or 10.9% to $39.9 million in 2003 from $35.9 million in 2002. The increase was primarily attributable to the new hotel rooms.

Operating Expenses

Variations in our operating expenses are generally based upon volume of guests staying in the hotel and utilizing the Venetian Casino Resort's amenities, including the casino, food and beverage, spa and retail outlets. Operating expenses not related to the operations of the Venetian Casino Resort, such as corporate, pre-opening and pre-developmental expenses are not based upon guests of the Venetian Casino Resort but on strategic decisions as to new opportunities for our company such as in Macau and Internet gaming.

The breakdown of operating expenses is as follows:

		Year Ended December 31,
		2002		2003		Percent Change
		(dollars in thousands)
Operating Expenses
Casino		$	118,843	$	128,170	7.8	%
Rooms			53,435		64,819	21.3	%
Food and beverage			35,144		40,177	14.3	%
Retail and other			51,332		53,556	4.3	%
Provision for doubtful accounts			21,393		8,084	-62.2	%
General and administrative			112,913		126,134	11.7	%
Corporate			10,114		10,176	0.6	%
Rental expense			7,640		10,128	32.6	%
Pre-opening and developmental expense			5,925		10,525	77.6	%
Depreciation and amortization			46,662		53,859	15.4	%

	Total operating expenses	$	463,401	$	505,628	9.1	%

Operating expenses (including pre-opening, developmental and corporate expenses) were $505.6 million during 2003, representing an increase of $42.2 million or 9.1% when compared to

$463.4 million during 2002. The increase in operating expenses was primarily attributable to higher operating revenues and business volumes in all departments of the Venetian Casino Resort due to the completion of the Phase IA addition, increased pre-opening and development expense associated with the construction of the Sands Macao and increased general and administrative costs, partially offset by a decrease in the provision for doubtful accounts. Casino department expenses increased $9.3 million or 7.8% as a result of increased slot machine volume and increased table games marketing cost. Room department expense increased $11.4 million or 21.3% as a result of the addition of 1,013 hotel rooms and slightly higher room occupancy. Food and beverage expense increased $5.0 million or 14.3% as a result of increased food and beverage sales. General and administrative cost increased $13.2 million primarily as the result of increased utility cost, legal expense, management bonus program and property taxes.

The Sands Expo Center operating expenses were $20.1 million during 2003, compared to $18.6 million during 2002.

The Grand Canal Shoppes operating expenses were $23.7 million during 2003, compared to $22.9 million during 2002.

The provision for doubtful accounts was $8.1 million in 2003, representing a decrease of $13.3 million when compared to $21.4 million during 2002. The decrease was primarily the result of improved collections of table games receivables during 2003 due to an improvement in the world economy since the terrorist attacks on September 11, 2001, our improved collection efforts and more stringent credit parameters. We do not believe that the improved collections of receivables represent a trend and believe that collections of receivables are significantly affected by changes in the United States and the world economy as well as other factors such as the accuracy of our risk assessment when granting credit. Net casino receivables were $28.6 million in 2003 as compared to $37.8 million in 2002. Net hotel receivables were $21.0 million in 2003 as compared to $11.9 million in 2002. The $9.1 million increase in hotel receivables was the result of the increase in the number of hotel rooms and group convention and banquet business. Hotel receivables are generally secured by credit cards or cash deposits and therefore rarely have significant allowances associated with outstanding balances.

Corporate expense was $10.2 million in 2003 compared with $10.1 million in 2002.

Pre-opening and developmental expense was $10.5 million as compared to $5.9 million during 2002, an increase of $4.6 million or 78%. The increase was primarily as a result of our pre-development activity associated with the development of the Sands Macao and the opening of the Phase IA addition to the Venetian Casino Resort.

Fixed payment obligations (rent expense) primarily related to the HVAC plant for 2003 were $10.1 million, including $7.5 million for the Venetian Casino Resort and $2.6 million for The Grand Canal Shoppes. Fixed payment obligations were $7.6 million during 2002, including $5.2 million for the Venetian Casino Resort and $2.4 million for The Grand Canal Shoppes.

Interest Expense

The following table summarizes information related to interest expense on long term debt:

		Year Ended December 31,
		2002			2003
		(dollars in thousands)
Interest cost		$	127,015		$	128,082
Less: Capitalized interest			(2,556	)		(5,640	)

	Interest expense, net	$	124,459		$	122,442

Cash paid for interest, net of amount capitalized		$	122,293		$	118,030
Average total debt balance		$	1,301,420		$	1,465,908
Weighted average interest rate			9.6	%		8.4	%

Interest expense net of amounts capitalized was $122.4 million for 2003 compared to $120.4 million in 2002. Of the net interest expense incurred during 2003, $107.3 million was related to the Venetian Casino Resort (excluding The Grand Canal Shoppes), $5.3 million was related to The Grand Canal Shoppes, $2.3 million was related to the Sands Macao and $7.5 million was related to the Sands Expo Center. The increase in interest expense was attributable to increased borrowings associated with the construction of the Phase IA addition and the Sands Macao, partially offset by decreases in interest rates on our variable rate debt during 2003.

Interest income was $2.1 million and $3.0 million for the years ended December 31, 2003 and 2002, respectively. The decrease was due to a decline in restricted cash balances for the Phase IA addition and Sands Macao construction and declining interest rates on investments.

Year Ended December 31, 2002 Compared to the Year Ended December 31, 2001

Operating Revenues

The breakdown of net revenues is as follows:

	Year Ended December 31,
	2001			2002			Percent Change
	(dollars in thousands)
Net Revenues
Casino	$	227,240		$	256,484		12.9	%
Rooms		204,242			206,706		1.2	%
Food and beverage		59,490			67,645		13.7	%
Sands Expo Center		65,561			54,314		-17.2	%
The Grand Canal Shoppes		33,492			36,493		9.0	%
Retail		8,136			8,030		-1.3	%
Other		31,406			27,872		-11.3	%

		629,567			657,544		4.4	%
Less—Promotional Allowances		(42,594	)		(34,208	)	-19.7	%

Total net revenues	$	586,973		$	623,336		6.2	%

Consolidated net revenues in 2002 were $623.3 million, representing an increase of $36.3 million when compared with $587.0 million of consolidated net revenues during 2001. The increase in net revenues was due to:

•: an increase of casino revenue of $29.2 million primarily as a result of increased table games win percentage. In our experience, average table games win percentages remain steady when measured over extended periods of time but can vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts are wagered. Accordingly, we do not believe that the increased table games win percentages reflect a trend;

•: an increase in room revenue of $2.5 million as a result of higher hotel room occupancy due to improvements in the economy and our improved marketing of mid-week rooms to convention and trade shows. Because we operate at near full occupancy, this trend cannot continue. Future growth in hotel room revenue will result from higher average daily room rates until additional room capacity is added upon completion of the Palazzo Casino Resort;
•: an increase in food and beverage revenue of $8.3 million which resulted from higher room occupancy and increased banquet revenues; and
•: all of which was partially offset by a decrease in other revenues of $3.5 million as a result of reduced group cancellation fees.

Casino revenues were $256.5 million in 2002, an increase of $29.2 million from 2001. The increase was attributable to several factors, including higher table games win percentage (calculated before discounts) of 21.4% during 2002 as compared to 15.3% during 2001 (the table games win percentage is reasonably predictable over time, but may vary considerably during shorter periods), offset by more stringent table games marketing parameters during 2002 that resulted in decreased table games volume. Table games drop (volume) decreased to $867.3 million in 2002 from $966.6 million during 2001. Slot handle (volume) in 2002 decreased to $1.658 billion from $1.825 billion reported during 2001 because of more stringent marketing parameters.

The Venetian Casino Resort maintained an average daily room rate of $196 for each of 2002 and 2001. Room revenues during 2002 were $206.7 million, representing an increase of $2.5 million when compared to $204.2 million during 2001. The increase in room revenues was the result of an increase of the occupancy of available guestrooms to 95.6% during 2002 as compared to 94.6% during 2001.

Food and beverage revenues were $67.6 million during 2002, representing an increase of $8.1 million compared to $59.5 million for 2001. The increase was attributable to higher room occupancy and related banquet sales.

The Sands Expo Center revenues were $54.3 million during 2002, compared to $65.6 million during 2001. The decrease was the result of decreased visitors and fewer large shows at the Sands Expo Center.

The Grand Canal Shoppes revenues were $36.5 million during 2002, compared to $33.5 million during 2001. The increase was attributable to higher foot traffic, additional tenants and increased proceeds from rents calculated on tenant gross revenues.

Retail and other revenues decreased $3.6 million to $35.9 million in 2002 from $39.5 million in 2001. The decrease was primarily attributable to group cancellation fees of $5.2 million during 2001. Retail and other revenue for 2002 includes our share of net revenues from the Art of the Motorcycle exhibition at the Guggenheim Hermitage Museum. The exhibit opened to the public on October 7, 2001 and closed on January 6, 2003.

Operating Expenses

		Year Ended December 31,
		2001		2002		Percent Change
		(dollars in thousands)
Operating Expenses
Casino		$	139,223	$	118,843	-14.6	%
Rooms			50,039		53,435	6.8	%
Food and beverage			29,391		35,144	19.6	%
Retail and other			54,377		51,332	-5.6	%
Provision for doubtful accounts			20,198		21,393	5.9	%
General and administrative			105,063		112,913	7.5	%
Corporate			6,079		10,114	66.4	%
Rental expense			8,074		7,640	-5.4	%
Pre-opening and developmental expense			355		5,925	1569.0	%
Depreciation and amortization			43,972		46,662	6.1	%

	Total operating expenses	$	456,771	$	463,401	1.5	%

Operating expenses (including pre-opening, developmental and corporate expenses) were $463.4 million in 2002, representing an increase of $6.6 million when compared to $456.8 million during 2001. The increase in operating expenses was primarily attributable to higher operating revenues and business volumes in all departments of the Venetian Casino Resort and increased general and administrative costs and partially offset by reduced advertising costs during 2002. Casino department expenses decreased $20.4 million as a result of reduced drop (table games volume) and reduced casino marketing costs. Room department expense increased $3.4 million resulting from higher room occupancy. Food and beverage expense increased $5.8 million as a result of increased food and beverage sales. General and administrative costs increased $7.9 million primarily as the result of increased utility, property tax, and insurance costs.

The Sands Expo Center operating expenses were $18.6 million during 2002 compared to $22.1 million during 2001. The decrease was primarily the result of decreased visitors and fewer large show days during 2002 as compared to 2001.

The Grand Canal Shoppes operating expenses were $22.9 million during 2002 compared to $20.9 million during 2001. The increase in The Grand Canal Shoppes operating expenses was primarily attributable to increased utility costs during 2002 as compared to 2001.

Corporate expense was $10.1 million in 2002, compared with $6.1 million in 2001. The increase was due to increased incentive compensation and transportation costs.

During 2002 pre-opening and developmental expense was $5.9 million as a result of our pre-development activity associated with the development of the Sands Macao.

Fixed payment obligations (rent expense) primarily related to the HVAC plant in 2002 were $7.6 million, including $5.2 million for the Venetian Casino Resort and $2.4 million for The Grand Canal Shoppes. Fixed payment obligations were $8.1 million during 2001, including $5.9 million for the Venetian Casino Resort and $2.2 million for The Grand Canal Shoppes.

Interest Expense

The following table summarizes information related to interest on long term debt:

	Year Ended December 31,
	2001			2002
	(dollars in thousands)
Interest cost	$	126,126		$	127,015
Less: Capitalized interest		(1,957	)		(2,556	)

Interest expense, net	$	124,169		$	124,459

Cash paid for interest, net of amounts capitalized	$	118,642		$	122,293
Average total debt balance	$	1,085,690		$	1,301,420
Weighted average interest rate		11.4	%		9.6	%

Interest expense net of amounts capitalized was $120.4 million for 2002, compared to $115.1 million in 2001. Of the net interest expense incurred during 2002, $105.9 million was related to the Venetian Casino Resort (excluding The Grand Canal Shoppes), $8.5 million was related to The Grand Canal Shoppes and $10.1 million was related to the Sands Expo Center. The increase in interest expense was attributable to increased borrowings associated with the refinancing transactions that took place in 2002 partially offset by decreases in interest rates on our variable rate debt during 2002. The refinancing transactions that took place in 2002 include the issuance of $850.0 million of mortgage notes, entering into a $375.0 million senior secured credit facility and entering into a $120.0 million secured mall facility. We used the proceeds from these facilities to repay all of our outstanding indebtedness in June 2002 and to finance a portion of the 1,013-room Phase 1A addition to the Venetian Casino Resort.

Interest income was $3.0 million and $5.2 million for 2002 and 2001, respectively. The increase was due to increased cash balances and restricted cash balances to be used for the Phase IA addition.

Liquidity and Capital Resources

Cash Flows—Summary

Our cash flows consist of the following:

		Year Ended December 31,									Six Months Ended June 30,
		2001			2002			2003			2003			2004
		(dollars in thousands)
Net cash provided by operations		$	65,752		$	86,842		$	137,116		$	56,724		$	233,582

Investing cash flows:
	Proceeds from disposition of The Grand Canal Shoppes, net of transaction costs		—			—			—			—			649,568
	Capital expenditures		(56,025	)		(136,740	)		(279,948	)		(174,201	)		(236,093	)
	(Increase) decrease in restricted cash		(4,266	)		(102,817	)		(16,945	)		56,317			108,055
	Notes Receivable from Shareholders		—			(680	)		(1,433	)		(1,057	)		(557	)

Net cash used in investing activities			(60,291	)		(240,237	)		(298,326	)		(118,941	)		520,973

Financing cash flows:
	Dividends to shareholders		(13,800	)		—			—			—			(107,909	)
	Repayments of long term debt		(338,057	)		(972,263	)		(11,287	)		(4,693	)		(134,730	)
	Issue of long term debt		362,525			1,241,000			225,470			50,470			20,000
	Other		(10,734	)		(74,618	)		(6,663	)		(240	)		(227	)

Net cash provided by (used in) financing activities			(66	)		194,119			207,520			45,537			(222,866	)

Net increase (decrease) in cash and cash equivalents		$	5,395		$	40,724		$	46,310		$	(16,680	)	$	531,689

Cash Flows—Operating Activities

The Venetian Casino Resort's slot machine and retail hotel rooms businesses are generally conducted on a cash basis, its table games and group hotel businesses are conducted on a cash and credit basis and its banquet business is conducted primarily on a credit basis resulting in operating cash flows being generally affected by changes in operating income and accounts receivables. The Sands Macao table games and slot machine play is currently conducted on a cash basis. As of June 30, 2004 and December 31, 2003, we held unrestricted cash and cash equivalents of $684.5 million and $152.8 million, respectively. Net cash provided by operating activities for 2003 was $137.1 million, compared with $86.8 million for 2002. Our operating cash flow in 2003 was positively impacted as compared to the prior year primarily because of the increase of $33.3 million in the Venetian Casino Resort's room division operating profit during 2003 as compared to 2002 and certain positive changes in our working capital assets and liabilities. Net cash provided by operating activities for the first six months of 2004 was $233.6 million, compared to $56.7 million for the first six months of 2003. Factors contributing to the increase in cash flow provided by operating activities were the receipt of prepaid rent from GGP under The Grand Canal Shoppes sale agreement, positive operating results associated with the opening of the Sands Macao, an increase in the Venetian Casino Resort's room division operating profit during the first six months of 2004 as compared to the first six months of 2003, the sale of The Grand Canal Shoppes and certain positive changes in our working capital assets and liabilities.

Capital Expenditures

Capital expenditures during 2003 were $279.9 million, of which $176.0 million was attributable to construction of the Phase IA addition and $52.8 million was attributable to the Sands Macao project with the balance having been incurred for operating capital expenditures at the Venetian Casino Resort and the Sands Expo Center. Capital expenditures during the first six months of 2004 were $236.1 million, of which $129.9 million was attributable to the Sands Macao project, $23.9 million for the Palazzo Casino Resort, with the balance having been incurred for capital expenditures at the Venetian Casino Resort and the Sands Expo Center. We expect capital expenditures (excluding the Palazzo Casino Resort and the Phase II mall) in 2004 to total approximately $318.0 million, including Sands Macao construction costs of approximately $190.0 million, and approximately $90.0 million for operating capital expenditures at the Venetian Casino Resort and $38.0 million for land acquisition by Las Vegas Sands Opco for future developments. We have commenced design, demolition, and construction work for the Palazzo Casino Resort and plan to continue development work on the Palazzo Casino Resort during 2004. We currently estimate that construction will be completed in the first quarter of 2007 and that the cost to develop and construct the Palazzo Casino Resort will be approximately $1.6 billion (exclusive of land) of which the Phase II mall is expected to cost us approximately $275.0 million (exclusive of certain incentive payments to executives made in July 2004). On August 20, 2004, we entered into a $1.010 billion senior secured credit facility and on September 30, 2004, we entered into a $250.0 million construction loan to, among other things, finance the construction costs of the Palazzo Casino Resort and the Phase II mall. In addition, we have a commitment from a lender for an FF&E credit facility of up to $135.0 million. As of June 30, 2004, we had incurred approximately $120.9 million in design, pre-development and construction costs for the Palazzo Casino Resort. We expect that the development and construction of the Macao Venetian Casino Resort will require significant capital expenditures. See "—Macau Casino Projects."

We held restricted cash balances of $33.7 million as of June 30, 2004. Of this amount, $9.6 million was held in restricted accounts and invested in cash or permitted investments by a disbursement agent for the holders of the senior secured notes issued by our subsidiary, Venetian Macau Finance Company, on August 21, 2003 (which we refer to as the Venetian Macau senior secured notes) until required for the Sands Macao project costs under the disbursement terms of

the Venetian Macau senior secured notes and $21.3 million was held by an agent for the Interface notes payable for various reserves.

Aggregate Indebtedness and Other Known Contractual Obligations

Our total long-term indebtedness and other known contractual obligations are summarized below as of December 31, 2003:

			Payments due by Period (dollars in thousands)
			Less than 1 Year		1-3 Years		3-5 Years		Thereafter		Total
Long-Term Indebtedness
	11% Mortgage Notes due 2010(1)		$	—	$	—	$	—	$	850,000	$	850,000
	Prior Senior Secured Credit Facility—Term A(2)			8,333		30,000		10,000		—		48,333
	Prior Senior Secured Credit Facility—Term B(2)			2,500		5,000		238,750		—		246,250
	Secured Mall Facility(3)			—		120,000		—		—		120,000
	FF&E Credit Facility(4)			1,800		4,800		7,800		—		14,400
	Venetian Macau Senior Secured Notes Tranche A(5)			—		18,750		56,250		—		75,000
	Venetian Macau Senior Secured Notes Tranche B(5)			—		—		45,000		—		45,000
	Venetian Intermediate Credit Facility(6)			—		40,000		—		—		40,000
	Interface notes payable(7)			28,746		8,090		9,302		81,374		127,512
Other Contractual Obligations
	HVAC Provider fixed payments(8)			7,657		15,314		15,314		3,828		42,113
	Former Tenants(9)			8,650		3,300		1,300		9,977		23,227
	Macau Subsidiary Land Lease(10)			5,733		8,744		323		3,072		17,872
	Macau Subsidiary Operating Leases			458		618		328		—		1,404

		Total	$	63,877	$	254,616	$	384,367	$	948,251	$	1,651,111

(1): During June 2004, we repaid $6.4 million of the mortgage notes with a portion of the proceeds from The Grand Canal Shoppes sale.
(2): The prior senior secured credit facility—Term B was to mature on June 4, 2008 and was subject to nominal quarterly amortization payments, beginning from September 30, 2002 through June 30, 2007, and equal quarterly amortization payments of the balance of this facility thereafter. The senior secured credit facility—Term A for draw down and amounts borrowed at December 31, 2003 was to mature on June 4, 2007 and was subject to quarterly amortization payments commencing on December 31, 2003. Indebtedness under the prior senior secured revolving credit facility was to mature on June 4, 2007 with no interim amortization. On August 20, 2004 the prior senior secured credit facility was retired with a portion of the proceeds from our new senior secured credit facility.
(3): The $120.0 million secured mall facility was to mature on June 10, 2005 (subject to extension for two terms of one year each), with no amortization. The secured mall facility was retired on May 17, 2004 with a portion of the proceeds from the sale of The Grand Canal Shoppes.
(4): The $15.0 million FF&E credit facility will mature on July 1, 2008 and is subject to quarterly amortization payments.
(5): The Venetian Macau senior secured notes Tranche A will mature on August 21, 2008 and are subject to mandatory annual redemption. The Venetian Macau senior secured notes Tranche B will mature on August 21, 2008 and are not subject to mandatory annual redemption.
(6): The Venetian Intermediate credit facility will mature on March 27, 2006, with no amortization.
(7): The Interface notes payable were repaid in July 2004 with cash from a $27.0 million equity contribution from Las Vegas Sands Opco and proceeds from a new $100.0 million Interface mortgage loan.
(8): Las Vegas Sands Opco and the Phase II Mall Subsidiary are parties to a services agreement with a third party for HVAC (heating, ventilating and air conditioning) services for the Venetian Casino Resort. The total remaining payment obligation under this agreement was $42.1 million as of December 31, 2003, payable in equal monthly installments through July 1, 2009.

(9): Las Vegas Sands Opco and the Phase II Mall Subsidiary are party to tenant lease termination and asset purchase agreements. The total remaining payment obligations under these agreements was $23.2 million as of December 31, 2003.
(10): Venetian Macau is party to a long-term land lease of 25 years, the total remaining payment obligation under this lease is $17.9 million as of December 31, 2003.

Our total long term indebtedness and other known contractual obligations are summarized below as of June 30, 2004:

			Payments due by Period (dollars in thousands)
			Less than 1 Year		1-3 Years		3-5 Years		Thereafter		Total
Long-Term Indebtedness
	11% Mortgage Notes due 2010		$	—	$	—	$	—	$	843,640	$	843,640
	Prior Senior Secured Credit Facility—Term A(1)			10,000		35,000		—		—		45,000
	Prior Senior Secured Credit Facility—Term B(1)			2,500		5,000		237,500		—		245,000
	FF&E Credit Facility(2)			2,400		4,800		6,600		—		13,800
	Venetian Macau Senior Secured Notes Tranche A(3)			—		18,700		56,300		—		75,000
	Venetian Macau Senior Secured Notes Tranche B(3)			—		—		45,000		—		45,000
	Venetian Intermediate Credit Facility(4)			—		50,000		—		—		50,000
	Venetian Macau Revolver			—		10,000		—		—		10,000
	Interface notes payable(5)			27,485		8,381		88,459		—		124,325
Other Contractual Obligations
	HVAC Provider fixed payments(6)			6,012		12,024		12,024		—		30,060
	Former Tenants(7)			6,650		1,300		1,300		9,451		18,701
	Macau subsidiary land lease(8)			1,419		5,771		5,802		2,991		15,983
	Mall Leases(9)			7,660		15,320		15,320		158,390		196,690
	Macau subsidiary Operating Leases			2,164		5,527		1,611		55		9,357

		Total	$	66,290	$	171,823	$	469,916	$	1,014,527	$	1,722,556

(1): The prior senior secured credit facility—term A for drawn down and amounts borrowed at June 30, 2004 was to mature on June 4, 2007 and was subject to quarterly amortization payments commencing on December 31, 2003. The prior senior secured credit facility—term B was to mature on June 4, 2008 and was subject to nominal quarterly amortization payments, beginning from September 30, 2002 through June 30, 2007, and equal quarterly amortization payments of the balance of this facility thereafter. Indebtedness under the prior senior secured revolving credit facility was to mature on June 4, 2007 with no interim amortization. On August 20, 2004 the prior senior secured credit facility was retired with a portion of the proceeds from our new senior secured credit facility.
(2): The $15.0 million FF&E credit facility will mature on July 1, 2008 and is subject to quarterly amortization payments.
(3): The Venetian Macau senior secured notes tranche A will mature on August 21, 2008 and are subject to mandatory annual redemption. The Venetian Macau senior secured notes tranche B will mature on August 21, 2008 and are not subject to mandatory annual redemption.
(4): The Venetian intermediate credit facility will mature on March 27, 2006, with no amortization.

(5): The Interface notes payable were repaid in July 2004 with cash from a $27.0 million equity contribution from Las Vegas Sands Opco and proceeds from a new $100.0 million Interface mortgage loan.
(6): We are a party to a services agreement with a third party for HVAC (heating, ventilating, and air conditioning) services for the Venetian Casino Resort. The total remaining payment obligation under this arrangement was $30.1 million as of June 30, 2004, payable in equal monthly installments through July 1, 2009. We have the right to terminate the agreement based upon the failure of the service provider under this agreement to provide HVAC services. Upon the sale of The Grand Canal Shoppes on May 17, 2004, GGP assumed the responsibility for $1.6 million of annual payments to this HVAC service provider.
(7): We are party to tenant lease termination and asset purchase agreements. The total remaining payment obligations under these arrangements was $18.7 million as of June 30, 2004. Under the agreement for The Grand Canal Shoppes sale, we are obligated to fulfill the lease termination and asset purchase agreements.
(8): Venetian Macau is party to a long term land lease of 25 years; the total remaining payment obligation under this lease is $17.9 million as of June 30, 2004.
(9): We are party to certain leaseback agreements for the showroom, gondola and certain office space related to The Grand Canal Shoppes sale. The total remaining payments due as of June 30, 2004 is $196.7 million.

In addition, under the terms of our subconcession agreement, we are obligated to make investments of at least 4.4 billion patacas (approximately $533.3 million at exchange rates in effect on June 30, 2004) in various development projects in Macau by June 2009. We had made investments of approximately 1.5 billion patacas (approximately $185.1 million at exchange rates in effect on June 30, 2004) as of June 30, 2004 in satisfaction of these obligations.

Pursuant to the debt agreements of our subsidiary, Venetian Macau, Las Vegas Sands Opco, Venetian Casino Resort, LLC or another of our subsidiaries is obligated to either purchase gaming equipment or other assets with a cost of up to $25.0 million or enter into lease or other arrangements with Venetian Macau or enter into other transactions with Venetian Macau that will enable it to purchase gaming or other FF&E equipment for the Sands Macao if Venetian Macau is not able to purchase these assets out of its operating cash flows.

Off-Balance Sheet Arrangements

During 1997, Las Vegas Sands Opco and the owner of The Grand Canal Shoppes entered into off-balance sheet arrangements with a heating and air conditioning provider (the "HVAC provider"). Under the terms of these energy service agreements, HVAC energy and services will be purchased by us and Interface Group-Nevada over initial terms expiring in 2009 with an option to collectively extend the terms of these agreements for two consecutive five-year periods. We have fixed payments obligations due during the next twelve months of $6.0 million under the energy services agreements with the HVAC provider. The total remaining payment obligations under these arrangements was $30.1 million as of June 30, 2004, payable in equal monthly installments through July 1, 2009. We have the right to terminate the agreement based upon the failure of the HVAC provider to provide HVAC service. Upon the sale of The Grand Canal Shoppes on May 17, 2004, GGP assumed the responsibility for $1.6 million of annual payments to the HVAC provider. We have no other off-balance sheet arrangements.

Capital and Liquidity

We expect to fund our operations, capital expenditures (other than the Sands Macao construction and the Palazzo Casino Resort and Macao Venetian Casino Resort development and construction costs) and debt service requirements from existing cash balances, operating cash flow, and borrowings under our revolving credit facilities. We have a $125.0 million revolving facility available for working capital needs of which $65.0 million was available as of September 1, 2004. In addition, Venetian Macau has a $20.0 million revolver entered into on December 18, 2003, which we refer to as the Venetian Macau revolver, available for working capital needs of which $10.0 million was available as of June 30, 2004. We repaid the entire amount outstanding under this facility in August 2004 and had $20.0 million available for borrowing under this facility as of September 1, 2004.

On May 17, 2004, we consummated the sale of The Grand Canal Shoppes pursuant to which we received approximately $766.0 million of cash proceeds. We used a portion of these proceeds to repay in full the $120.0 million of indebtedness under our prior secured mall facility, make a $100.0 million tax distribution to stockholders, make a $62.0 million one time incentive payment to key executives and redeem $6.4 million in aggregate principal amount of mortgage notes pursuant to an asset sale offer. We expect to use the remaining proceeds for general corporate purposes, including for the construction of the Palazzo Casino Resort.

As discussed in "Description of Indebtedness and Operating Agreements," to finance the construction of the Palazzo Casino Resort and the Phase II mall, we entered into a $1.010 billion senior secured credit facility and a $250.0 million construction loan facility. In addition, we have a commitment from a lender to provide us with an FF&E facility of up to $135.0 million. This commitment will expire on November 8, 2004. We drew down $665.0 million under the senior secured credit facility's tranche B term loan on August 20, 2004 to repay $290.0 million of indebtedness under our prior senior secured credit facility and to fund expenses related to the Palazzo Casino Resort and the Phase II mall. The remaining $354.5 million of borrowings under the tranche B term loan were placed in escrow. The senior secured credit facility's tranche B term loan also provides for a $105.0 million loan that is subject to a 6-month delayed draw period. The senior secured credit facility's tranche A loan provides for a $115.0 million loan that is subject to an 18-month delayed draw period. We will use the FF&E facility to fund a portion of the costs of constructing the Palazzo Casino Resort. The Phase II mall construction loan facility allows us to borrow up to $250.0 million on a senior secured delayed draw basis to fund a portion of the Phase II mall construction costs.

As of June 30, 2004, we had $684.5 million in cash and cash equivalents (plus $33.7 million in restricted cash for Macau, the Sands Expo Center and insurance and tax reserves). Following the closing of the senior secured credit facility, we deposited $354.5 million in proceeds from the term loans into a restricted account. The use of these funds and the funding of loans under the same secured credit facility and the Phase II mall construction loan are subject to significant conditions, including:

•: using the remaining proceeds from the sale of The Grand Canal Shoppes and cash on hand in an aggregate amount of $552.0 million for construction costs before any borrowings under our senior secured credit facility are used for construction costs, and a cash equity investment of approximately $25.0 million before any borrowings under the Phase II mall construction loan are used;
•: having sufficient funds available so that construction costs of the Palazzo Casino Resort are "in balance" for purposes of the debt instruments; and

•: obtaining various consents and other agreements from third parties, including trade contractors and GGP; and
•: other customary conditions.

As described in "—Macau Casino Projects" below, we expect to incur significant capital expenditures in connection with our projects in Macau and will need to arrange additional debt financing.

Dividends

Las Vegas Sands Opco declared and accrued dividends of $4.2 million in 2003 and zero during 2002. In the first six months of 2004, Las Vegas Sands Opco declared and paid $107.9 million of dividends as tax distributions. Immediately prior to the July 29, 2004 acquisition of Interface Holding by Las Vegas Sands Opco, Interface Holding distributed approximately $15.3 million to Mr. Adelson. The distribution was comprised of $12.9 million of cash, $1.9 million of receivables due from Mr. Adelson and $.5 million of certain fixed and other assets. Las Vegas Sands Opco also intends to make an additional tax distribution to all of its stockholders at the time immediately prior to its conversion to a taxable "C" corporation for income tax purposes. We estimate the aggregate amount to be distributed will be approximately $ million. These tax distributions are permitted under existing debt instruments so long as Las Vegas Sands Opco is a subchapter S corporation. Following the conversion to a taxable "C" corporation for income tax purposes, we will no longer make such tax distributions.

Debt Instruments

We are a holding company whose only significant asset is the stock of our subsidiaries. The debt instruments of Las Vegas Sands Opco contain significant restrictions on the payment of dividends and distributions to us by Las Vegas Sands Opco. In particular, our senior secured credit facility prohibits Las Vegas Sands Opco from paying dividends or making distributions to us, or investing in us, with limited exceptions that permit dividends to us for operating expenses and income taxes. Las Vegas Sands Opco may also distribute to us up to $25.0 million or $50.0 million in dividend payments in a twelve month period after the substantial completion of the Palazzo Casino Resort, depending on whether certain financial tests are met. In addition, the indenture for the mortgage notes restricts the ability of Las Vegas Sands Opco to pay dividends or make distributions to us, or to make investments in us, except, subject to limited exceptions, in an amount generally limited to 50% of the net income of Las Vegas Sands Opco plus certain other amounts if a fixed charge coverage ratio test is met.

In addition, the debt instruments of our Macau subsidiaries and the Phase II Mall Subsidiary also restrict the payment of dividends and distributions to Las Vegas Sands Opco and us. Under its debt instruments, subject to limited exceptions, Venetian Macau S.A. may not pay dividends or make distributions to us, or make investments in us, except in an amount generally limited to 50% of the net income of Venetian Macau S.A. if it meets certain leverage tests. Also, the Phase II mall construction loan prohibits the Phase II mall subsidiary from paying dividends or making distributions to us, or making investments in us, other than tax distributions and a limited basket amount. See "Description of Indebtedness and Operating Agreements."

The debt instruments of our subsidiaries also contain certain restrictions that, among other things, limit the ability of our company and/or certain subsidiaries to incur additional indebtedness, issue disqualified stock or equity interests, pay dividends or make other distributions, repurchase equity interests or certain indebtedness, create certain liens, enter into certain transactions with affiliates, enter into certain mergers or consolidations or sell our assets of our company without prior approval of the lenders or noteholders. Financial covenants included in our senior secured credit facility include a minimum interest coverage ratio, a maximum leverage ratio, a minimum net

worth covenant and maximum capital expenditure limitations. See the note entitled "Long-Term Debt" to our consolidated financial statements.

Macau Casino Projects

We currently estimate the total cost of developing, constructing, and operating the Sands Macao, including design costs, construction costs, equipment costs, working capital and pre-opening expenses, will be approximately $265.0 million, all of which qualifies to satisfy our total investment obligation of approximately $533.3 million to the Macau government under our subconcession. After applying all of the current estimated construction and development costs of the Sands Macao and additional capital improvements of the Sands Macao towards fulfilling this investment obligation, our remaining investment obligation will be approximately $268.3 million. It is expected that the construction and development costs of the Macao Venetian Casino Resort will satisfy the remainder of this obligation, including our obligation to build a convention center. To support this obligation, a Macau bank and our subsidiary, Lido Casino Resort Holding Company, LLC, have guaranteed 500 million patacas (approximately $60.6 million at exchange rates in effect on June 30, 2004) of our legal and contractual obligations to the Macau government until March 31, 2007.

We opened a portion of the Sands Macao on May 18, 2004 and the remainder in late August 2004. As of June 30, 2004, approximately $185.1 million of the costs relating to the Sands Macao had been expended. The remaining $79.9 million of estimated costs to complete construction have been or we expect will be funded by:

•: net proceeds from the issuance and sale of $120.0 million in aggregate principal amount of the Venetian Macau senior secured notes. As of June 30, 2004, approximately $9.6 million of these proceeds remained unused;
•: borrowings under the $20.0 million Venetian Macau revolver. As of June 30, 2004, $10.0 million had been drawn on the Venetian Macau revolver; and
•: operating cash flow of the Sands Macao.

We expect the funds provided by these sources to be sufficient to fund the completion costs of the remaining facilities of the Sands Macao. In addition, Las Vegas Sands Opco, Venetian Casino Resort, LLC, or another of their subsidiaries have agreed to either purchase gaming equipment or other assets with a cost of up to $25.0 million or enter into lease or other arrangements with Venetian Macau S.A. or enter into other transactions with Venetian Macau that will enable it to purchase gaming or other FF&E equipment for the Sands Macao if Venetian Macau is not able to purchase these assets out of its operating cash flows.

We are in the development phase of the Macao Venetian Casino Resort. Currently we expect to use debt financings and operating cash flow of the Sands Macao to fund the construction of the Macao Venetian Casino Resort. No assurance can be given that we will be successful in arranging any such debt financings or that any debt terms will be favorable to our Macau subsidiaries. The debt instruments of Las Vegas Sands Opco limit its ability to make investments or provide guarantees to our Macau subsidiaries.

Litigation Contingencies and Available Resources

We are a party to certain litigation matters and claims related to the construction of the Venetian Casino Resort and subject to a $42.0 million net judgment awarded to Lehrer McGovern Bovis, Inc. the construction manager of the Venetian Casino Resort, pending the outcome of remaining arbitration and various appeals. If we are required to pay any of the construction manager's judgment or contested construction costs which are not covered by our insurance policy and for which we cannot recover from the construction manager or its affiliates, pursuant to the

construction management contract or guarantees from the managing contractor's affiliates, we may use cash from the following sources to fund such costs:

•: borrowings under the revolving facility of our senior secured credit facility;
•: cash on hand;
•: additional debt or equity financings; and
•: operating cash flow.

See the note entitled "Commitments and Contingencies" to our consolidated financial statements.

Based on the recent judgment in the state court action and the remaining open items in the arbitration proceedings, we estimate that our range of loss in this matter is from none (or a gain if all remaining matters are determined in our favor and considering the existing accrual of approximately $7.2 million for unpaid construction costs) to approximately $70.0 million (see below) if we were to lose all remaining arbitration matters and related pending actions and appeals that counsel has advised are possible of loss, and which are not already included in the state court action. Such range of loss is before attorney costs and interest, which have not yet been considered by the state court and the total amounts of which cannot currently be quantified. The range of loss is possibly as high as $70.0 million (the original verdict of $42.0 million plus $28.0 million, representing all remaining indemnity claims and arbitration matters), plus attorneys' fees, any uncovered claims under our insurance policy and interest. While the state court's orders denying our post trial motions could be viewed as increasing the possibility that we will be exposed to loss in this litigation, there are appellate issues that we intend to pursue and ongoing arbitration proceedings that we believe will impact the amount of loss and/or any award to which we may be entitled. Therefore, at this time, no amount within the range of any loss can be reasonably determined as an estimated loss. If there is a loss, such loss could be material to our results of operations in the period that the estimate is recorded. We have purchased a special insurance policy to mitigate our losses above $45.0 million from this litigation. See "Business—Legal Proceedings" and "Risk Factors—Risks Associated with Our Las Vegas Operations—We are involved in a lawsuit with the construction manager regarding the original construction of the Venetian Casino Resort, which could have an adverse impact on our financial condition, results of operations or cash flows."

Inflation

We believe that inflation and changing prices have not had a material impact on our net sales, revenues or income from continuing operations during the past year.

Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our long term debt. We attempt to manage our interest rate risk by managing the mix of our long term fixed-rate borrowings and variable rate borrowings, and by use of interest rate cap agreements. The ability to enter into interest rate cap agreements allows us to manage our interest rate risk associated with our variable rate debt.

We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions. Our derivative financial instruments consist exclusively of interest rate cap agreements, which do not qualify for hedge accounting. Interest differentials resulting from these agreements are recorded on an accrual basis as an adjustment to interest expense.

To manage exposure to counterparty credit risk in interest rate cap agreements, we enter into agreements with highly rated institutions that can be expected to fully perform under the terms of such agreements. Frequently, these institutions are also members of the bank group providing our credit facility, which management believes further minimizes the risk of nonperformance.

The table below provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations, the table presents notional amounts and weighted average interest rates by contractual maturity dates for the twelve month periods ended June 30:

	2004			2005			2006			2007			2008			Thereafter			Total			Fair Value(1)
	(dollars in millions)
LIABILITIES
Short-term debt
Variable rate	$	42.4			—			—			—			—			—		$	42.4		$	42.4
Average interest rate(2)		4.1	%		—			—			—			—			—			4.1	%		4.1	%
Long term debt
Fixed rate		—			—			—			—			—		$	843.6		$	843.6		$	965.9
Average interest rate(2)		—			—			—			—			—			11.0	%		11.0	%		11.0	%
Variable rate		—		$	81.4		$	50.5		$	263.4		$	170.5			—		$	565.8		$	565.8
Average interest rate(2)		—			4.0	%		4.2	%		4.1	%		4.1	%		—			4.1	%		4.1	%
Interest rate caps(3)		—			—			—			—			—			—			—			—

(1): The fair values are based on the borrowing rates currently available for debt instruments with similar terms and maturities and market quotes of our publicly traded debt.
(2): Based upon contractual interest rates for fixed rate indebtedness or current LIBOR rates for variable rate indebtedness.
(3): As of December 31, 2003, our interest rate cap agreements had a fair value of $0 based on quoted market values from the institutions holding the agreements.

We entered into a $1.010 billion senior secured credit facility on August 20, 2004 and a portion of the proceeds from the facility were used to refinance our prior senior secured facility. Borrowings under the new senior secured credit facility bear interest at our election either at LIBOR plus 2.50% or the base rate plus 1.50% per annum, subject to downward adjustments based upon achieving certain levels of leverage. We also entered into a $250.0 million construction loan facility to fund a portion of the construction costs for the Phase II mall. Borrowings under this facility bear interest at our election either at a base rate plus 0.75% per annum or at LIBOR plus 1.75% per annum. See "Unaudited Pro Forma Condensed Consolidated Financial Statements."

Foreign currency translation gains and losses were not material to our results of operations for the six months ended June 30, 2004, but may be in future periods in relation to activity associated with our Macau subsidiaries.

We do not hedge our exposure to foreign currency.

See also "—Liquidity and Capital Resources" and "Note 4—Long Term Debt" to our consolidated financial statements.

BUSINESS

Overview

The Venetian Casino Resort is one of the most successful properties on the Strip and one of the largest and most luxurious casino resorts in the world. It is a Renaissance Venice-themed casino resort situated at one of the premier locations on the Strip, across from the Mirage and the Treasure Island Hotel and Casino and next to the Wynn Las Vegas Resort, which is currently under construction. Since its opening, the Venetian Casino Resort has been a "must-see" destination that provides visitors with first-class accommodations, gaming, entertainment, dining and meeting facilities and shopping at the only all-suites hotel on the Strip. This unique combination of attributes has made the Venetian Casino Resort one of the most productive properties on the Strip, having generated $178.4 million of pro forma EBITDA and $55.1 million of pro forma net income during the six months ended June 30, 2004. During this period, our occupancy rate was 98.8% and our average daily room rate was $228.

We opened the first phase of the Venetian Casino Resort in May 1999, which originally consisted of 3,036 suites. The Venezia tower, a 1,013 hotel suite expansion of the Venetian Casino Resort, was completed and opened for business on June 26, 2003. The Venetian Casino Resort now includes a total of 4,040 suites; a gaming facility of approximately 116,000 square feet consisting of approximately 2,000 slot machines and 139 table games; and the Congress Center, a meeting and conference facility with approximately 650,000 square feet. In addition, The Grand Canal Shoppes is located within the Venetian Casino Resort and offers approximately 500,000 square feet of shopping, dining and entertainment space directly accessible from the Strip. The Grand Canal Shoppes will also connect directly to the main shopping and dining complex of the Palazzo Casino Resort, which will in turn connect through a walk-over bridge to the Wynn Las Vegas Resort. In May 2004, we sold The Grand Canal Shoppes and leased certain restaurant and other retail assets of the Venetian Casino Resort to GGP for approximately $766.0 million in gross proceeds. We believe that The Grand Canal Shoppes generates significant foot traffic through our facilities as a result of its premium dining and retail offerings and other attractions and amenities, such as its Venice-themed streetscapes, costumed street performers and gondola rides along the canal with singing gondoliers. In 2003, there were approximately 45,000 visitors per day to The Grand Canal Shoppes. The Grand Canal Shoppes is one of the highest-grossing malls per square foot in the United States, with mall shop sales per square foot of $912 in 2003. The Grand Canal Shoppes includes seven restaurants, six food court outlets, three specialty food shops and 60 high-and mid-end retail stores.

The Venetian Casino Resort is connected directly to the Sands Expo Center, a premier facility and, at approximately 1.15 million square feet, one of the largest convention and trade show destinations in the United States. This direct connection to the Sands Expo Center, combined with our ability to attract and accommodate trade show and convention business with our 4,040 suites and diverse amenities, has been a key contributor to our success and the cornerstone of our convention-driven business model. Management believes that the Venetian Casino Resort and the Sands Expo Center, with a combined 1.8 million square feet of meeting and convention space, together comprise one of the largest hotel and meeting complexes in the world. This complex benefits from its prime location in Las Vegas, which is one of the most visited convention and trade

show destinations in the United States. During 2003, approximately 5.7 million visitors attended trade shows and conventions in Las Vegas, with approximately 16% of these visitors attending events at the Sands Expo Center. The demand for rooms generated by visitors at our convention facilities contributed to our 98.8% occupancy rate during the first six months of 2004, including a mid-week occupancy rate of 97.9%, which compare favorably to the Las Vegas average overall occupancy rate of 89.4% and mid-week average occupancy rate of 86.5% during the same period.

In August 2004, we began construction of the Palazzo Casino Resort. Like the Venetian Casino Resort, the Palazzo Casino Resort will be situated at one of the premier locations on the Strip, on approximately 15 acres of land that we own adjacent to the Venetian Casino Resort and the Sands Expo Center, and across Sands Avenue from the Wynn Las Vegas Resort. The Palazzo Casino Resort will be another world-class luxury hotel, casino and resort with a design and ambience reminiscent of high-end locales such as Beverly Hills, Bel Air and Rodeo Drive. The Palazzo Casino Resort will consist of an all-suites 50-floor luxury hotel tower with approximately 3,025 rooms; a gaming facility of approximately 105,000 square feet, consisting of approximately 1,900 slot machines and 80 table games; an enclosed shopping, dining and entertainment complex of approximately 400,000 square feet, which is expected to include approximately 80 high- and mid-end retailers; and additional meeting and conference space of approximately 450,000 square feet (which will comprise an addition to the Congress Center). Upon completion of the Palazzo Casino Resort, our combined Las Vegas facilities will have approximately 2.25 million gross square feet of meeting and convention space. We expect to fund the construction of the Palazzo Casino Resort at its current budget of approximately $1.6 billion (exclusive of land and of certain incentive payments to executives made in July 2004) with proceeds from the sale of The Grand Canal Shoppes, operating cash flow, availability under our recently-completed $1.010 billion senior secured credit facility and $250.0 million Phase II mall construction loan, and under an FF&E credit facility for which we have a commitment. The Palazzo Casino Resort is scheduled to open during the first quarter of 2007.

In addition to our Las Vegas operations, we currently are the sole subconcessionaire under one of only three government-granted concessions to operate casinos in Macau. Macau is a special administrative region of China and the only location in China that permits casino gaming. The three gaming concessionaires in Macau are the Macau casino operator SJM, the Galaxy consortium and Las Vegas casino operator Wynn Resorts, Ltd. China currently has a population of 1.29 billion and approximately 1.0 billion people live within a three-hour flight of Macau. One of the world's largest gaming markets with approximately $3.7 billion in gaming revenue in 2003, Macau is located in a highly-populated region of the world that we believe is currently underserved by its regional gaming facilities. The government of Macau has expressed its goal of transforming Macau into the tourism destination of choice in Asia. The Chinese government has recently removed certain internal travel restrictions, allowing mainland Chinese from certain urban centers and economically developed regions to visit Macau without joining a tour group, and has also recently increased the amount of renminbi that Chinese citizens are permitted to bring into Macau. We expect tourism in Macau to continue to grow as the Chinese government continues to implement its policy of liberalizing historical restrictions on travel and currency movements. In the month of July 2004, there were approximately 1.5 million visits to Macau according to the Macau Statistics and Census Service. We expect that these high visitation levels will drive the growth of Macau tourism and its casino market in the future.

On May 18, 2004, we opened a portion of the Sands Macao, the first Las Vegas-style casino to open in Macau, located at the heart of Macau's gaming district. In July 2004, the Sands Macao had 1,075,310 visits. We opened the remainder of the Sands Macao during late August 2004 and the property now offers approximately 328 table games, such as baccarat, Pai Gow, Pai Gow Poker, blackjack and roulette, and approximately 667 slot machines or similar electronic gaming devices.

The Sands Macao also includes numerous restaurants, a spacious Paiza Club offering services and amenities to premium customers, luxurious VIP suites and spa facilities, private VIP gaming room facilities and other high-end services and amenities. The dining venues emphasize the most popular regional cuisine and include a Cantonese restaurant, a Shanghai-style restaurant, a Macanese restaurant and a Las Vegas-style steakhouse. Management believes that the Sands Macao is the premier facility in the region, with a quality of construction, first-class accommodations and high-end amenities not available at competing facilities. For the two month period ended July 31, 2004, the Sands Macao had table drop of $608.2 million, EBITDA of $41.2 million and net income of $36.9 million.

Other Business Opportunities

Our operations in Las Vegas and Macau provide us with a platform for worldwide growth during what we believe to be the beginning of a period of domestic and international gaming expansion. As the first Las Vegas operator to open a casino in Macau, we believe we have a "first-mover" advantage to capitalize on the growing demand for casino gaming in China and throughout Asia. We are currently exploring the possibility of operating casino resorts in certain additional Asian jurisdictions, including Singapore, Japan and Thailand. We are also well-positioned to capitalize on the expansion, and are currently pursuing the operation of, casino gaming in other domestic and international jurisdictions, such as the United Kingdom, which is currently in the process of enacting legislation for the expansion of casino gaming. We have entered into agreements to develop and lease gaming entertainment facilities with two prominent football clubs in the United Kingdom and are in discussions with several others to build entertainment and gaming facilities in major cities. We are also pursuing the possibility of developing and operating an Internet gaming site. During March 2003, we obtained an interactive gaming license and an electronic betting center license from the Alderney Gambling Control Commission in the Channel Islands although we have not yet established any operations under those licenses.

Business and Marketing Strategy

Our primary business objective is to become the leading worldwide operator of premium destination casino resorts and uniquely-branded gaming entertainment properties in order to drive superior returns on invested capital, increase asset value and maximize value for our stockholders. We intend to meet this objective by leveraging the premium character and quality of our existing casino resort offerings, the success of our unique convention-driven business model, our "first-mover" advantage in Asia, the size and scale of our broad-based international operations and the experience of our management team in developing and operating large, profitable properties worldwide. Accordingly, we have developed distinct but inter-related strategies for our Las Vegas operations and our global expansion plan.

Las Vegas Strategy

To implement this strategy in Las Vegas, we intend to:

•: expand on our operation of uniquely-themed "must-see" destination resorts facilities in Las Vegas;
•: drive hotel occupancy and casino use, especially during mid-week periods, through the link to our Sands Expo Center and Congress Center;
•: capture superior hotel room rates through a differentiated all-suites product;
•: cater to a higher-budget hotel customer mix by offering a unique combination of exceptional hospitality, restaurant, shopping and gaming facilities;
•: leverage our premium co-branding strategy to drive revenues across our facilities;
•: target and attract high-end gaming clientele; and
•: capture operating efficiencies through coordinated management of several interconnected facilities within a single complex.

Expand on our operation of uniquely-themed "must-see" destination resort facilities in Las Vegas . Centrally located at the heart of the Strip, across from the Mirage and the Treasure Island Hotel and Casino, next to the Wynn Las Vegas Resort and adjacent to our 1.15 million square foot Sands Expo Center, our resort facility complex is unlike any other in the world. We believe that our prime location and the upscale design and Renaissance-Venice theming of the Venetian Casino Resort represent a compelling, "must-see" Las Vegas offering that attracts visitors to our facilities. Through our combination of all-suites hotel rooms, first-class amenities, vast meeting spaces, world-class retail shops and signature restaurants, we are able to provide our customers with a comprehensive set of products and services at a scale and of a quality that differentiate us from our competitors. The Venezia tower addition, completed in June 2003, proved that the Venetian strategy can be successfully extended; despite adding over 1,000 rooms, facility-wide occupancy and average daily room rates increased following the addition. The Palazzo Casino Resort, with its 3,025 all-suites hotel rooms, 105,000 square foot gaming floor, 400,000 square foot enclosed retail and entertainment facility having first-class shopping and dining attractions, and 450,000 square feet of meeting space (which will comprise an addition to the Congress Center), will further expand upon this strategy. We believe that the high-end amenities and first-class offerings at the Palazzo Casino Resort will complement our Venetian offerings by generating additional demand for our Las Vegas product and further differentiate us from our competitors. At the same time, the Palazzo Casino Resort will stand on its own as a "must-see" destination with design elements reminiscent of high-end locales such as Beverly Hills, Bel Air and Rodeo Drive.

Drive hotel occupancy and casino use, especially during mid-week periods, through the link to our Sands Expo Center and Congress Center . Management believes that the Venetian Casino Resort's all-suites product and premium amenities appeal to the high-budget and weekend leisure market segments, as well as travelers traveling without a group, who we refer to as free and independent travelers in this prospectus. Moreover, the Venetian Casino Resort is the first themed entertainment resort in Las Vegas designed specifically to accommodate large-scale trade shows, conventions, conferences and meetings. During mid-week periods, these events often generate more room night demand than the Venetian Casino Resort can accommodate during certain periods of time. Moreover, these events generate significant additional non-hotel foot traffic which drives incremental casino, food and beverage and other revenues. Accordingly, the Sands Expo Center and the Congress Center help drive recurring, predictable demand for our casino offerings as well as mid-week room nights. The Venetian Casino Resort had a mid-week average occupancy rate of 97.9% in the first six months of 2004 (compared to an 86.5% mid-week average occupancy rate for Las Vegas during that period) due in large part to our trade show and convention-driven business model. We believe that the Palazzo Casino Resort with its 3,025 all-suites rooms will allow us to expand upon this strategy by capturing a larger percentage of excess room night demand generated by trade shows, conventions, conferences and meetings taking place at both the Sands Expo Center and the Congress Center. We also expect further convention business to be generated by our Congress Center, which was recently increased by 150,000 square feet as part of our Venezia expansion and which will be increased again by another 450,000 square feet in conjunction with the construction of the Palazzo Casino Resort.

Capture superior hotel room rates through a differentiated all-suites product. The Venetian hotel, with typical suite sizes ranging from approximately 655 square feet to 735 square feet, offers the only all-suites product on the Strip and provides first-class services and high-end resort facilities. As a result, the Venetian hotel has been recognized numerous times for the excellence of its offerings. The Venetian Resort Hotel Casino is a multiple recipient of the Exxon Mobil Travel Guide Four Star Award and AAA 's Four Diamond Award, including in 2003 and 2004. In addition, The Venetian Casino Resort has been named as one of the "Top 100 Hotels in the World," by Travel & Leisure , "Top 50 Hotels in North America" and "Best of the Best," by Condé Nast Traveler , "Best Resort Hotel-Casino" by Opulence , and among the "Ultimate 10 Hotels in the World" by The Learning Channel . It has also received Meetings and Conventions Magazine 's prestigious "Gold Key Award" and Corporate and Incentive Travel Magazines "Award of Excellence." While the Palazzo hotel will also offer an all-suites product and first-class amenities that will be comparable to those offered at the Venetian hotel, the average room size will be even larger than at the Venetian. We believe that our all-suites format, together with the many other unique attributes that the Venetian Casino Resort has and the Palazzo Casino Resort will have, results in a highly-differentiated destination resort product that attracts both business and leisure customers, allows for premium pricing on rooms and provides us with a competitive advantage over other properties on the Strip. In the first six months of 2004, the Venetian Casino Resort's average daily room rate was approximately $228 (compared to an average daily room rate of $92 for Las Vegas).

Cater to a higher-budget hotel customer mix by offering a unique combination of exceptional hospitality, restaurant, shopping and gaming facilities . On both weekdays and weekends, our hospitality offerings are designed to appeal to leisure travelers and "high-roller" gaming customers, both segments of the travel market that spend more on hotel rooms and entertainment than other travelers. We believe that our prime location, all-suites hotel product, world class restaurant, spa and retail offerings and gaming facilities provide a powerful combination of attributes that allows us to compete effectively for the higher-budget trade show, convention and free and independent traveler market segments. These travelers at our facilities help drive revenues by spending more on products and services than other travel market segments. As a result, we have consistently captured occupancies and hotel room rates that exceed the Las Vegas average. Management

expects that the Palazzo Casino Resort, with its all-suites rooms, high-end gaming facilities and upscale dining, spa and shopping facilities, will also appeal to higher-budget customers by replicating this strategy.

Leverage our premium co-branding strategy to drive revenues across our facilities . We believe that the Venetian Casino Resort's premier location on the Strip, its extensive theming and demonstrated ability to draw visitors has enabled us to attract within our properties an established and growing concentration of "signature" restaurant concepts from internationally recognized chefs and premier global retail and entertainment brands. Building awareness of the Venetian brand and providing other well known branded offerings within our properties have become important and effective components of our strategy for driving room rates and enhancing foot traffic to generate casino and other revenues. World-famous chefs such as Emeril Lagasse, Wolfgang Puck and Thomas Keller have opened restaurants, prestigious art institutions such as the Guggenheim and Hermitage museums have opened a museum, premium retailers such as Mikimoto, Jimmy Choo, Sephora and Burberry have opened stores, and first-class leisure facilities such as the Canyon Ranch Spa operate within the Venetian Casino Resort, all of which enjoy a sophisticated level of international brand affiliation that complements our premium hotel and casino amenities. We expect to build upon the Venetian's brand awareness both domestically and internationally through its association with premier retail and restaurant brands to provide continued revenue growth opportunities across our facilities. Our strategy for the Venetian Casino Resort will be extended to the Palazzo Casino Resort, which will have a design and ambience reminiscent of high-end locales such as Beverly Hills, Bel Air and Rodeo Drive. We expect this theming to be similarly attractive to premier and globally-recognized retailers and restaurateurs, which will enable us to build worldwide recognition for the "Palazzo" brand as we have done for our "Sands" and "Venetian" brands.

Target and attract high-end gaming clientele. The Venetian Casino Resort has facilities and amenities designed to attract premium gaming customers, such as expansive, lavishly appointed hotel suites, high-limit table offerings, world-class gaming salons and first-class dining accommodations. Moreover, certain aspects of our table games, restaurant offerings and amenities, such as our recently-renovated and expanded Baccarat pit and our soon to be opened Asian-themed Paiza Club and presidential suites, have been specifically tailored to meet the expectations of high-budget Asian customers, an important segment of the premium gaming customer base that we expect to become even more significant as the Asian market grows and our Macau operations expand. We believe this unmatched combination of Asian-focused offerings and amenities provides us with a competitive advantage in the market for premium Asian gaming customers by allowing us to offer and attract them to a unique Las Vegas experience. The Palazzo Casino Resort has been designed to advance this strategy further by offering its own Paiza club and amenities similar to those of the Venetian to cater to the Asian customer. We expect that cross-marketing opportunities between our Las Vegas and Macau properties will enable us to enhance this strategy by targeting and more effectively marketing to high-budget Asian customers who are introduced to our company through our Macau operations and local Asian market presence.

Capture operating efficiencies through coordinated management of several interconnected facilities within a single complex. We believe that the combined Venetian-Palazzo-Sands Expo Center complex will constitute the largest integrated hotel and convention facility in the world. With over 7,000 all-suites hotel rooms and a combined 2.25 million square feet of meeting and convention space, we will be able to provide large-group accommodations and a unique product offering that we believe will provide us with a competitive advantage and create operational synergies. A key component of our strategy has been to focus consistently on the highest-margin aspects of the casino resort business. During the first six months of 2004, we had an EBITDA margin of 120.3% and a net income margin of 101.2% (each of which includes a $418.2 million gain on the sale of The Grand Canal Shoppes). Our critical mass of hotel and convention capacity will

continue to focus on the highest margin aspects of our business, including hotel room revenues and high-margin food and beverage offerings, such as banquet and bar services—all of which will be key drivers for the Palazzo Casino Resort as they have been and will continue to be for the Venetian Casino Resort. Moreover, the Venetian Casino Resort was originally designed in contemplation of the eventual construction of the Palazzo Casino Resort. Many aspects of the Venetian Casino Resort's infrastructure were specifically engineered to interface seamlessly with the Palazzo Casino Resort, including connecting bridges and walkways, contiguous retail and restaurant offerings that drive foot traffic between the properties and a single, continuous "back-of-house" capable of servicing all three facilities. As a result of these design features, we are able to construct the Palazzo Casino Resort with less capital, and will be able to operate the two facilities together with less overhead expense, than would otherwise be required if these facilities were operated separately.

Global Expansion Strategy

Our global expansion strategy is to pursue development opportunities aggressively in gaming markets worldwide with attractive growth prospects. To implement this strategy, we intend to:

•: showcase our successful Las Vegas-style casinos and destination resorts as a platform for worldwide growth;
•: take full advantage of our "first-mover" status in Macau as a foundation for further opportunities in the region;
•: leverage China's economic growth and recent liberalization policies designed to foster tourism;
•: deliver the Las Vegas experience to the Asian marketplace;
•: aggressively pursue development opportunities in other emerging gaming markets with attractive growth prospects; and
•: extend our successful brands worldwide and cross-market our Las Vegas offerings as international opportunities arise.

Showcase our successful Las Vegas-style casinos and destination resorts as a platform for worldwide growth . We believe that our combined Venetian Casino Resort and Palazzo Casino Resort facilities in Las Vegas will be the largest destination casino resort complex in the world. Our demonstrated achievements in developing multi-faceted "must-see" destination casino resorts of powerful scale and scope and successfully integrating non-casino attractions and amenities into our properties all combine to provide a showcase of success to the world of our abilities as the casino developer and operator of choice. We believe this showcase of success will allow us to win new development opportunities from governments and other corporate partners as jurisdictions, both foreign and domestic, turn to large-scale casino resort projects as catalysts for economic expansion. We believe that the attractiveness, prominence and success of our Las Vegas operations were instrumental in leading the Macau government ultimately to select us over numerous other applicants as a casino operator in Macau, and we expect to win further opportunities worldwide on this basis.

Take full advantage of our "first-mover" status in Macau as a foundation for further opportunities in the region . In May 2004, we became the first Las Vegas operator to conduct business in Macau by opening our Sands Macao property, located at the heart of Macau's gaming district. We plan to build upon the success of our Sands Macao property by utilizing it to develop more sophisticated operational and marketing practices, including databases of premium players, offerings that appeal to the Asian mass market and cross-marketing methods designed to expand our high-end Asian

player base for our operations. We also intend to use our "first-mover" status in Macau as a platform for growth by expanding to other properties in Macau and additional regions of Asia as gaming expands throughout the region. Just as our Las Vegas operations served as a showcase of our capabilities to the government of Macau, we believe that our Macau operations will serve as a showcase of our capabilities to nations throughout Asia, such as Singapore, Japan and Thailand, as they consider casino development to attract foreign investment, create additional sources of tax revenue and improve their domestic economies.

Leverage China's economic growth and recent liberalization policies designed to foster tourism. We believe that Macau's gaming sector is in the early stages of a period of rapid growth. As the only legalized gaming locale in China, Macau benefits from its location adjacent to densely populated mainland regions, such as Guangdong province, and is less than an hour away from wealthy Hong Kong. China's emerging economic status has generated an increase in disposable income among China's population and coincided with the recent liberalization of travel and currency-movement restrictions. These trends have fueled the growth of Macau as a tourist destination for China's middle class, and we expect they will continue to do so. We intend to capitalize on these trends through our existing operations at the Sands Macao by positioning that property as a day-trip mass-market product and a "convenience" buy for high-end customers who use the Macau ferry and helicopter terminals and travel through the primary gateway to mainland China at nearby Zhuhai. We also expect that these trends will draw off-shore investment for the development of a cluster of casino resort properties along the Cotai Strip, which will cater to destination resort tourists and higher-budget gaming customers. Our current plan is to own and operate the Macao Venetian Casino Resort as an anchor property at the gateway corner of the Cotai Strip, while, with approval from the Macau government, also operating other casino and showroom portions of hotel resorts to be developed by independent lodging companies and investor groups along the Cotai Strip. Unlike the day-trip focus of the Sands Macao, the Cotai Strip will be designed to offer destination-resort facilities which promote multi-day visits.

Deliver the Las Vegas experience to the Asian marketplace. Our customers expect and respond well to premium services and amenities. While there is a large demand for an Asian gaming environment with these qualities, the Macau casino properties existing before the opening of the Sands Macao were outdated and substandard. Market-based research and customer feedback studies have led us to attribute the successful opening of the Sands Macao to it being the only authentic Las Vegas-style casino in Macau, complete with high-end services and premium amenities above and beyond those previously available in Macau. Our strategy combined basic features, such as professional staff and numerous table game offerings, with Asian customer preferences such as private gaming suites, a Paiza Club, regional and international cuisine offerings, free tea service and feng shui-inspired designs. The strong growth in the Macau gaming market provides us with the opportunity to export the Las Vegas Strip experience and transform Macau into a world-class gaming destination. We believe that Macau will become the center of Asian gaming and have a reputation similar to the one Las Vegas enjoys in the United States. As gaming continues to expand throughout Asia, we intend to leverage our Macau operations into further opportunities for growth in the region by delivering the Las Vegas experience to the Asian market.

Aggressively pursue development opportunities in other emerging gaming markets with attractive growth prospects. The popularity of gaming and its increased acceptance around the world provide us with exciting opportunities for global expansion beyond Las Vegas and Macau. Numerous jurisdictions, both domestic and international, are currently considering creating or expanding their gaming offerings due to their ability to attract foreign investment, drive domestic employment, promote new business and create tax revenues. We intend to capitalize on these trends by pursuing attractive development opportunities in order to expand our operations into jurisdictions that have legalized or will soon legalize casino gaming. We are actively looking at opportunities beyond Macau in a number of emerging or expanding gaming markets that have attractive growth prospects, such as Singapore, Japan, Thailand, the United Kingdom and certain U.S. states, in anticipation of the enactment of proposed changes to, or the enactment of, the gaming laws of these jurisdictions. We have also entered into certain development agreements in the United Kingdom where the legislative process for the expansion of casino gaming is currently underway.

Extend our successful brands worldwide and cross-market our Las Vegas offerings as international opportunities arise. Our plan to extend our "Sands" and "Venetian" brands is well underway. Our first international market is Macau, where we recently opened the Sands Macao and are in the development stages for the Macao Venetian Casino Resort, and we intend to adopt a similar strategy for extending the "Palazzo" brand following the opening of the Palazzo Casino Resort. We have developed databases with information on our gaming customers that allow us to target more effectively our marketing efforts towards premium gaming players. We expect that our ability to extend our recognized brands globally, including through our databases of premium players, will give rise to significant cross-marketing opportunities. The high-end Asian gaming customer is an important segment of the Venetian Casino Resort's customer base, comprising approximately 40% of our 2003 rated table win. Marketing programs and promotions provided through our casinos in Macau will expand our ability to market effectively to Asian customers to build upon this important market segment. We are already benefiting in Las Vegas from changes that are designed to accommodate the preferences of Asian clients, such as the recent expansion and renovation of our high-end gaming salon which emphasizes décor and amenities targeted to our Asian customers. In December 2004, we expect to open five new Asian-influenced presidential suites adjacent to a Paiza Club designed to service the needs of Asian clientele and which will provide traditional Asian cuisine. We expect to benefit further from these changes as our Macau operations and marketing efforts develop and we enter into additional jurisdictions.

Our Subsidiaries

We were incorporated in Nevada in August 2004. Our operating subsidiary, Las Vegas Sands Opco, was incorporated in Nevada in April 1988. Our other material subsidiaries include the Venetian Casino Resort, LLC (Nevada, 1997), Interface Group Holding Company, Inc. (Nevada, 1997), Interface Group-Nevada, Inc. (incorporated in Massachusetts in 1971 and reincorporated in Nevada in 1989), Lido Casino Resort Holding Company, LLC (Delaware, 1997), Lido Casino Resort, LLC (Nevada, 1997), Phase II Mall Subsidiary, LLC (Delaware, 2004), Phase II Mall Holding, LLC (Nevada, 2004), Venetian Macau Finance Company (Cayman Islands, 2003), Venetian Macau S.A (Macau, 2002) and Venetian Venture Development Intermediate Limited (Cayman Islands, 2002).

Experienced Management Team

We have a proven, experienced senior management team, many of whom have been with our company since 1995. This team is responsible for adopting and implementing our successful business strategy, including the development, construction and operation of the Venetian Casino Resort, the Sands Macao and the Sands Expo Center, all of which have contributed to our strong

financial performance. The team has an average of 30 years of experience in the hotel, gaming and convention industries. The senior management team is significantly incentivized through its ownership in our company. We also have a 24-person in-house development and construction staff, the senior management of which averages 33 years of experience, including eight years with us. This staff also includes an eight-person project management team with significant expertise in all major construction disciplines.

The Venetian Casino Resort

The Venetian Hotel

The Venetian hotel presently has 4,040 single and multiple bedroom suites situated in a 3,027 suite 35-story, three-winged tower rising above the casino and the 1,013 suite 12-story Venezia tower situated above a parking garage. The hotel lobby features a 65-foot domed ceiling decorated with Venetian-themed, fresco-style paintings, a main passageway formed by a barrel-vaulted ceiling carried on ornamental columns, and a replica of the unique three dimensional-style marble floors found in Venetian palaces.

A typical hotel suite approximates 655 to 735 square feet, consisting of a raised sleeping area and bathroom and a sunken living/working area. The suite's bi-level configuration creates a multi-function living space in which guests can sleep, work and entertain and includes two queen-size beds or one king-size bed, a writing desk, dual-line speakerphones, a fax machine, a pullout sofa, sitting chairs and a dining table. A large number of our suites are of a larger size for use by high-end gaming customers and VIPs associated with group and trade show business.

The first phase of the Venetian Casino Resort opened in May 1999, consisting of 3,036 suites. A major expansion of the hotel was completed during the second quarter of 2003 and opened for business on June 26, 2003. The expansion included the 1,013-suite Venezia tower on top of the Venetian Casino Resort's existing parking garage, an approximately 1,000-parking space expansion to the existing parking garage and approximately 150,000 square feet of additional meeting and conference space added to the Congress Center. Average daily room rates increased from $196 in 2002 to $204 in 2003 and to $228 in the first six months of 2004, and occupancy increased from 95.6% to 96.0% and to 98.9%, respectively, in each case including the impact of the Venezia tower that opened in mid-2003.

As part of the Venezia tower expansion, we introduced 122 concierge level suites, which have been popular with customers and very successful for us, generating above average margins. Customers who stay on the concierge levels receive additional services such as a free breakfast in the morning, free cocktails and hors d'oeuvres in the evening, a 24-hour concierge service and upgraded room amenities. In the first six months of 2004, the average daily room rate for these concierge level suites was $337, which exceeded the Venetian hotel's overall average daily room rate by $109 or 46%.

The Venetian Casino Resort contains 16 restaurants and two food courts (the majority of which were sold to GGP as part of The Grand Canal Shoppes sale), and a theater/entertainment complex. We recently entered into a long term contract to bring the popular Andrew Lloyd Webber Broadway musical "The Phantom of the Opera" to our stage in a new production. In addition, the hotel provides a variety of amenities for its guests, including a state-of-the-art health spa operated by Canyon Ranch, with massage and treatment rooms and exercise and fitness areas. The Canyon Ranch Spa Club has been named one of the Top 10 Resort Spas in North America by Condé Nast Traveler . The hotel features an outdoor swimming complex (including four pools, as well as spas, pool bars and cabanas) surrounded by gardens, fountains and sculptures.

The Venetian hotel has an exhibition space that houses the Guggenheim Hermitage Museum, an art museum featuring masterpiece collections from the Guggenheim Museum in New York, the Hermitage museum in Saint Petersburg, Russia and other museums. The Guggenheim/Hermitage Museum was named the "Best Museum in Las Vegas" by the Las Vegas Review Journal .

The Venetian Casino

The Venetian casino has 116,000 square feet of gaming space and is situated adjacent to the hotel lobby. The Venetian casino floor is accessible from each of the hotel, The Grand Canal Shoppes, the Congress Center, the Sands Expo Center and the Strip. The Venetian casino is marketed to attract a broad base of patrons, with a focus on targeted slot customers and high-end table customers. We market the Venetian casino directly to this gaming market segment using database-marketing techniques, slot clubs and traditional incentives such as reduced room rates and complimentary meals and suites. Slot clubs refer to a system that allows slot machine customers to apply for and receive a slot magnetic card. When players insert their cards into the card readers, the system records the volume of each customer's slot machine wagering. Slot club participants qualify for cash returns or other complimentary hotel amenities such as rooms and restaurant meals in exchange for points earned based on the slot machine wagering amounts recorded. We offer "high-roller" gaming customers premium suites and special hotel and casino services. Additionally, we have marketing executives located in offices throughout North America, Europe and Asia who source high-end players for the Las Vegas operation.

The Venetian casino and its adjacent amenities are stylized with architectural and interior design features reminiscent of Venice's Renaissance era. The ceiling in the table games area features fresco-style paintings of Venetian palaces. The gaming facilities include approximately 2,000 slot machines of various denominations, including popular multi-property, linked progressive games. A high-end slot area, with a private lounge, provides slot customers with premium slot products and services. The Venetian casino's 139 table games feature the traditional games of blackjack, craps, baccarat and roulette, Asian games such as Pai Gow and Pai Gow Poker, and popular progressive table games such as Caribbean Stud and Let It Ride. In addition, the Venetian casino offers gaming customers an upscale sportsbook room. For its premium customers, the Venetian Casino Resort recently expanded its gaming salon, which includes baccarat, blackjack and roulette. This facility provides Asian influenced private dining rooms, direct access to private cash-out windows at the casino cage and direct access to the casino's credit department.

The Sands Expo Center and the Congress Center

With over 1.15 million gross square feet of exhibit and meeting space, including four exhibit halls and 20 meeting rooms, the Sands Expo Center is one of the largest overall trade show and convention facilities in the United States (as measured by net leasable square footage). We also own and operate the Congress Center, an approximately 650,000 gross square foot meeting and conference facility which links the Sands Expo Center and the rest of the Venetian Casino Resort. The Congress Center includes an approximately 85,000 square foot column-free "Venetian Ballroom," an approximately 13,500 square foot "Palazzo Ballroom," a meeting complex of 42 individual rooms which can be combined to create three additional ballrooms, a complex of 64 meeting rooms which can be combined into an additional three ballrooms and four boardrooms and an approximately 105,000 square foot exhibition hall. Together, the Sands Expo Center and the Congress Center offer nearly 1.8 million square feet of state-of-the-art exhibition and meeting facilities, which can be configured to provide small, mid-size or large meeting rooms and/or accommodate large-scale multi-media events. As part of the Palazzo Casino Resort we will add an additional 450,000 gross square feet of meeting and conference facilities for a combined 2.25 million of gross square feet of convention and trade show space. Management believes that

this combined facility, together with the on-site amenities offered by the Venetian Casino Resort, offers the most flexible and expansive space for large-scale trade shows and conventions both in Las Vegas, a fast-growing convention market, and in the United States.

Management markets the Congress Center to complement the operations of the Sands Expo Center by target marketing the Congress Center for business conferences and upscale business events typically held during the mid-week period, thereby generating room-night demand and driving average daily room rates during the weekday move-in/move-out phases of Sands Expo Center events. Our goal is to draw from attendees and exhibitors at Sands Expo Center events and from attendees of Congress Center events to maintain mid-week demand at the hotel from this higher budget market segment, when room demand would otherwise be derived from the lower-budget tour and travel group market segment.

In 2003, approximately 894,000 visitors attended trade shows and conventions at the Sands Expo Center during 116 show days. The Sands Expo Center hosted 15 events on the 2003 Tradeshow Week 200 list of the largest trade shows in the United States in 2003, including the Spring and Fall Western Shoe Show and JCK Jewelry Show, as well as the Automotive Aftermarket Products Expo, each of which were multiple-location events.

Major events at the Sands Expo Center and the Congress Center in 2004 have brought and are expected to continue to bring thousands of potential shoppers, diners and gaming customers through the Venetian Casino Resort on a daily basis. This customer base is expected to drive occupancy and average daily room rates by maximizing hotel revenue during Sands Expo Center and Congress Center events, which are typically the mid-week period, when, unlike weekends and holidays during which occupancy and room rates are at their peak, Las Vegas hotels and casinos experience less demand.

The Palazzo Casino Resort

Building on the success of the Venetian Casino Resort, we are developing and constructing the Palazzo Casino Resort, a high-end sister property to the Venetian Casino Resort. The Palazzo Casino Resort will be situated adjacent to and north of the Venetian Casino Resort. Projected opening to the general public is scheduled for the first quarter of 2007. The Palazzo Casino Resort will be directly connected to both the Venetian Casino Resort and the Sands Expo Center and also connected to the Wynn Las Vegas Resort via a walk-over bridge.

The Palazzo Casino Resort will consist of approximately 3,025 luxury hotel suites in a 50-floor tower, making the combined Venetian/Palazzo the largest hotel complex in the world with a total of over 7,000 rooms; approximately 105,000 square feet of casino space; approximately 450,000 square feet of additional meeting space (which will comprise an addition of the Congress Center); an approximately 1,600-seat showroom and a retail shopping, dining and entertainment complex (which we have pre-sold to GGP), containing approximately 400,000 square feet of net leasable space.

This world-class luxury property will have a design and ambience reminiscent of high-end locales such as Beverly Hills, Bel Air and Rodeo Drive. The Palazzo Casino Resort's luxury theme is intended to be complementary to the Venetian Casino Resort's Venice theme. Similar to the Venetian Casino Resort, the Palazzo Casino Resort will feature several spectacular "must-see" architectural elements.

Palazzo Hotel

The Palazzo hotel will be a 50-floor luxury tower with approximately 3,025 luxury suites consistent with those contained in the Venetian hotel. The hotel lobby will feature a 60-foot glass

dome, multiple two story fountains, imported marble, bronze case columns and special custom wall finishes. Guests arriving from the street will enter the domed entry lobby while those approaching from the Venetian Casino Resort will make the transition through a towering octagonal structure, itself topped by a glass and decorative iron dome. The floors throughout will complement the spaces with numerous interlocking patterns of polished veined marbles and colorful inlay strips. Landscaping will be in the form of palm trees, tailored paintings and exotically shaped topiaries.

The Palazzo Casino Resort will include over 375 concierge-level suites, which will offer additional services similar to those currently offered at the concierge level suites in the Venetian Casino Resort. Based on our success at the Venetian Casino Resort, management believes that these concierge level suites will be popular with customers (especially higher-budget customers) and result in significantly higher average daily room rates and profitability versus standard suites. The Palazzo hotel will also include six villas (up to 11,000 square feet each) which will have 3-4 bedrooms, 3.5-4.5 baths, extensive living areas, media rooms, private pools, private jacuzzis, private salons, massage areas, heated spas, personal gyms and, in some cases, private putting greens. The presidential suites and the villas will also offer private butler services. The Palazzo hotel will also have six presidential and 296 multi-room suites. All of these facilities will be targeted at high-end gaming customers. The Palazzo hotel will also have an elaborate pool deck (with seven pools, gardens, sculptures, cabanas and fountains) and an adjacent spa facility.

A typical hotel suite will be approximately 655 to 735 square feet, consisting of a raised sleeping area and bathroom and a sunken living/working area. The suite's bi-level configuration creates a multi-function living space in which guests can sleep, work and entertain and includes two queen-size beds or one king-size bed, a writing desk, dual-line speaker phones, a fax machine, a pullout sofa, sitting chairs and a dining table. The Palazzo Casino Resort will likely feature premium, signature restaurants owned and operated by well-known restaurateurs. We are in active discussions with several such restaurateurs at this time.

The Palazzo hotel will also include a 1,600-seat theater that is expected to host a major production or Broadway show. We expect to commence discussions with interested parties shortly to occupy such space upon opening.

Palazzo Casino

The Palazzo casino, anticipated to be approximately 105,000 square feet, will have approximately 80 table games and 1,900 slots and will include an exclusive gaming salon comprised of approximately 25 gaming tables (including baccarat, blackjack and roulette), a noodle bar, a spa and private dining rooms. Management believes the exclusive gaming salon will compete with the best facilities in the market and is designed to appeal to high-end customers from Asia. The Palazzo casino will be differentiated from the Venetian casino in terms of look, feel and experience. The Palazzo casino's design is also expected to attract a large number of walk-in players given its proximity to both the Wynn Las Vegas Resort and the Venetian Casino Resort. The Palazzo casino's table games will feature the traditional games of blackjack, craps, baccarat and roulette, Asian games such as Pai Gow and Pai Gow Poker, and popular progressive tables games such as Caribbean Stud and Let It Ride. The Palazzo casino will target high-end table games customers and premium slot customers, and will feature a high-end slot area with special products and services.

The Palazzo casino will be accessible from each of the Palazzo hotel, the Phase II mall, the Congress Center, the Sands Expo Center and the Strip. The Palazzo casino will be marketed to a broad base of patrons with a specific focus on high-end and premium gaming customers. Marketing for the Palazzo casino will be done in conjunction with the Venetian casino, including the benefits of immediate use of the existing customer databases, slot clubs and our marketing offices

throughout North America, Europe and Asia. Management also expects significant benefits from cross-marketing between our Las Vegas and Macau operations.

Phase II Mall

The Phase II mall will connect directly with The Grand Canal Shoppes and will offer approximately 400,000 net leasable square feet of shopping, dining and entertainment space in two levels located within the Palazzo Casino Resort's main structure, between the casino level and the hotel tower and an interconnected six-story structure. The Phase II mall is expected to include approximately seven dining establishments and 80 high-end and mid-level retail stores. Visitors and guests will also be able to access the Phase II mall from several different locations, including from the Strip, the Palazzo hotel, the Palazzo casino, the Sands Expo Center and the Congress Center.

The Phase II mall will offer a lively array of high quality dining experiences. The Phase II mall also is expected to include exclusive showcase and high-end boutiques, popular brand names, mid-priced stores and themed entertainment concepts. We expect that a major nationally-known retailer will anchor one end of the Phase II mall in a six-story structure that will interconnect with the rest of the Phase II mall and adjoin Las Vegas Boulevard, and is expected to create significant foot traffic to the Phase II mall as well as to provide a marketing benefit to other potential tenants. Based on the significant success of The Grand Canal Shoppes, we have received significant interest from potential tenants. Leases with potential tenants will be marketed during the construction period, with our goal being to have the Phase II mall substantially occupied at its opening. The restaurants and stores will be set along a "high-end" streetscape reminiscent of Beverly Hills and Rodeo Drive. We believe that the Phase II mall will have all the essential elements for success: outstanding design, premium restaurants and well-known retailers to draw on brand name awareness, all offered at various price points in order to appeal to a broad market. The success of brand name and boutique retailers and restaurants at The Grand Canal Shoppes as well as the Forum Shops at Caesars and The Fashion Show Mall on the Strip has demonstrated the demand in Las Vegas for quality shopping and dining.

Meeting Space

The construction of the Palazzo Casino Resort will include the completion of a 450,000 square foot meeting and ballroom space which was partially constructed in conjunction with the Venezia tower expansion. This meeting space will be comprised of approximately 200 meeting rooms of approximately 1,500 square feet each on three levels; a ballroom of approximately 75,000 square feet; pre-function and back-of-house spaces to service the meeting facilities; loading, service and mechanical facilities; and a bus parking area. The new meeting room facility will be part of the Congress Center and connected to the Sands Expo Center.

Macau Casinos

Concession/Subconcession

In June 2002, the Macau government granted a concession to operate casinos in Macau to Galaxy. Macau, the former Portuguese colony located near Hong Kong, had annual gaming revenues of approximately $3.7 billion in 2003 and is one of the largest and fastest growing gaming markets in the world. Approximately 11.9 million visitors arrived in Macau during 2003, according to

the Macau Statistics and Census Service. The following factors are expected to continue to significantly improve Macau's status as a world-class gaming and resort destination:

•: the increased ease of access from Hong Kong, China and Taiwan and other Asian regional gaming markets (Macau is the only location in regions where Chinese is the predominant language that has legalized gambling);
•: significant foreign and domestic investment in new and expanded gaming products; and
•: the development of Hong Kong Disneyland and other new resort developments in the region.

We believe that the Macau opportunity provides an international platform to expand our premier Sands and Venetian brand and create increased diversification of, and a new source of significant growth for, our revenue and cash flow base.

Galaxy was one of three entities to be granted a casino license in Macau. During December 2002, we entered into a subconcession agreement with Galaxy which was approved by the Macau government. The subconcession agreement allows us to develop and operate certain casino projects in Macau, including the Sands Macao, separately from Galaxy. The subconcession may be terminated by agreement between ourselves and Galaxy. Galaxy is not entitled to terminate the subconcession unilaterally. However, the Macau government, with the consent of Galaxy, may terminate the subconcession under certain circumstances. See "—Regulation and Licensing—Macau." Galaxy will develop hotel and casino projects separately from us. Galaxy recently completed and opened a small casino in Macau under its concession.

Macau Casinos

We own and operate the Sands Macao, the first Las Vegas-style casino situated in Macau, pursuant to the 20-year gaming subconcession described above.

The Sands Macao is situated approximately 0.3 miles from the Macau Hong Kong Ferry Terminal. It is situated on a waterfront parcel centrally located at the heart of Macau's gaming district, which provides the Sands Macao primary access to a large customer base, particularly the annual average of 5.5 million visitors who arrive to Macau by ferry. The Sands Macao includes approximately 145,000 gross square feet of gaming facilities, comprised of 328 table games, including baccarat, Pai Gow, Pai Gow Poker, blackjack and roulette, and approximately 667 slot machines or similar electronic gaming devices. The Sands Macao also includes numerous restaurants, a spacious Paiza Club offering services and amenities to premium customers, luxurious VIP suites and spa facilities, private VIP gaming room facilities and other high end services and amenities.

The first phase of the Sands Macao opened on May 18, 2004 and the remaining portion opened in late August 2004. The final development cost of the Sands Macao is expected to be approximately $265.0 million.

We also intend to build, own and operate under our subconcession the Macao Venetian Casino Resort, an all-suites hotel, casino and convention center complex with a Venetian- style theme similar to that of our Las Vegas property in Cotai. In connection with this development, we are sponsoring a plan for the development a "Cotai Strip" designed to meet the demand generated by the rapidly-growing Asian gaming market. We have submitted to the Macau government a development plan that comprises six other hotel developments in addition to the Macao Venetian Casino Resort constructed on an area of about 80 hectares in Cotai. The proposed development is expected to include hotels, exhibition and conference facilities, casinos (which we plan to operate), showrooms, shopping malls, spas, world-class restaurants and entertainment facilities and other attractions.

The completion of the Macao Venetian Casino Resort is not dependent upon governmental approval for the Cotai development plan and development has begun with a scheduled opening date in the first quarter of 2007. Upon opening, the Macao Venetian Casino Resort is expected to include approximately 3,000 suites (with 1,500 suites fully completed at opening and another 1,500 suites to be completed at a future date, depending upon market conditions and demand) and 546,000 square feet of gaming facilities.

The other six hotel developments on the Cotai Strip will be developed, constructed and financed by independent lodging companies and investor groups. We have entered into six non-binding letters of intent for these hotel developments. After development, subject to Macau government approval, we will lease and operate the casinos and showroom portions of these facilities under our gaming subconcession, while these third parties will operate the hotel, retail and meeting space portions together with associated amenities.

Due to inherent risks in large construction projects in a foreign jurisdiction, however, we cannot assure you that the Macao Venetian Casino Resort will be constructed without substantial delays or cost increases. Under our subconcession, we are required to complete the Macao Venetian Casino Resort by June 2006. We will need an extension of this deadline under our subconcession and although we believe that we will obtain an extension, the Macau government has the right, after consultation with Galaxy, to unilaterally terminate our subconcession if we fail to meet this deadline and obtain an extension. See "Risk Factors—Risks Related to Our Business—There are significant risks associated with our planned construction projects, which could adversely affect our financial condition, results of operations or cash flows from these planned facilities," "Risk Factors—Related Associated with Our International Operations—We are required to make substantial additional investments in Macau and build and open the Macao Venetian Casino Resort by June 2006 and a convention center by December 2006. If we do not do so, we may lose our right to continue to operate the Sands Macao or any other facilities developed under the subconcession" and "Risk Factors—Risks Associated With Our Las Vegas Operations—The loss of our gaming license or our failure to comply with the extensive regulations that govern our operations could have an adverse effect on our financial condition, results of operations or cash flows."

The Las Vegas Market

The Las Vegas market has shown consistent growth over the long term and recently, both in terms of visitation and expenditures, and has one of the highest hotel occupancy rates of any major market in the United States. According to the LVCVA, the number of visitors traveling to Las Vegas has increased at a steady and significant rate over the last ten years, from 23.5 million visitors in 1993 to 35.5 million visitors in 2003. In addition, the population of Las Vegas has doubled in the last thirteen years, from approximately 770,280 in 1990 to approximately 1,642,000 in 2003. We believe that the growth in the Las Vegas market has been enhanced by:

•: the introduction of large luxury and themed destination resorts in Las Vegas, such as the Venetian Casino Resort, the Bellagio and the Mandalay Bay Resort & Casino. These world class properties attract new visitors to Las Vegas while also gaining share from older, smaller and/or undifferentiated resorts;
•: the increased capacity to host large-scale trade shows and conventions; and
•: the increased capacity of McCarran International Airport.

Las Vegas as a Trade Show, Convention and Meeting Destination

According to the LVCVA, Las Vegas was the most popular trade show destination in the United States in 2003. In 2003, Las Vegas hosted 38 of the largest 200 trade shows in the United States in terms of net square footage and was one of the most popular convention destinations in the United States. The following table indicates the rise in number of trade show and convention attendees in Las Vegas and amounts spent by attendees between 1993 and 2003, according to the LVCVA.

Year	Attendees (in millions)	Amount Spent (in billions)
1993	2.4	$	2.3
1994	2.7	$	3.0
1995	2.9	$	3.4
1996	3.3	$	3.9
1997	3.5	$	4.4
1998	3.3	$	4.3
1999	3.8	$	4.1
2000	3.9	$	4.3
2001(1)	5.0	$	5.8
2002	5.1	$	6.0
2003	5.7	$	6.5

(1): In 2001, the LVCVA changed its reporting methodology for conventions and trade shows to account for numerous smaller meetings not previously included in LVCVA counts.

The majority of the room demand from trade show and convention attendees is generated during weekdays while tourist visits to Las Vegas are higher on weekends. As a result, the trade show convention market segments have been specifically targeted as prime avenues for driving mid-week traffic to Las Vegas.

Trade shows are held for the purpose of getting sellers and buyers of products or services together in order to conduct business. Trade shows differ from conventions in that trade shows typically require substantial amounts of space for exhibition purposes and participant circulation. Conventions generally are gatherings of companies or groups that require less space for breakout meetings and general meetings of the overall group. Las Vegas offers trade shows and conventions a unique infrastructure for handling the world's largest shows, including the concentration of 130,482 hotel rooms in 2003, three convention centers (the Las Vegas Convention Center (the "LVCC") with 3.2 million square feet, the Mandalay Bay Convention Center with 1.8 million square feet and the Sands Expo Center), convenient air service from major cities throughout the United States and other countries, and significant entertainment opportunities.

Expanding Hotel Market

In 2003, Las Vegas was among the most popular travel destinations in the United States with hotel occupancy rates among the highest of any major market in the country. To accommodate this popularity, Las Vegas has experienced a period of rapid hotel development, with the number of hotel and motel rooms in Las Vegas increasing from 86,053 in 1993 to 130,482 in 2003, a 4.3% compound annual growth rate according to the LVCVA. The majority of this increase occurred in the late 1990s with the opening of the Venetian Casino Resort, the Bellagio, the Mandalay Bay Resort & Casino, Paris Las Vegas and Aladdin, among others. The concentration of luxury and themed casino hotels and resorts is expected to continue encouraging visitor interest in Las Vegas as a trade show, convention and vacation destination and, as a result, increase overall demand for hotel rooms, gaming and entertainment. In addition, management expects the development of the Wynn Las Vegas Resort across the street from our properties to improve foot traffic around and interest in the sections of the Strip between Flamingo Road and Sands Avenue, where our properties are located. Although Las Vegas was impacted by the events of September 11, 2001,

with overall visitors down 2.3% and hotel occupancy down 3.6% from 2000, the market rebounded throughout 2002 and 2003, with the number of visitors in 2003 approaching levels from 2000 and total visitor dollar contribution rising to a record $32.8 billion in 2003 according to the LVCVA.

After years of significant capital investment, there is limited new supply expected to be introduced in Las Vegas over at least the next three years. We believe hotel occupancy rates in Las Vegas will remain high as a result of the sustained growth in the number of visitors traveling to Las Vegas and the lack of new construction in Las Vegas, other than the Wynn Las Vegas Resort and approximately 1,000 hotel room additions at each of the Bellagio and Caesars.

The Venetian Casino Resort has become a top performing property on the Strip in terms of occupancy and average daily room rates, primarily due to the execution of our business strategy, including the accommodation of mid-week convention and trade show attendees. These trends continued through the opening of the Venezia tower in June 2003.

Growth of Las Vegas Retail Sector and Non-Gaming Revenue Expenditures

An increasing number of destination resorts are developing non-gaming entertainment to complement their gaming activities in order to draw additional visitors. According to the LVCVA, while gaming revenues have increased from $4.7 billion in 1993 to $7.8 billion in 2003 (a 5.2% compound annual growth rate), non-gaming tourist revenues increased from $10.4 billion in 1993 to $24.9 billion in 2003 (a 9.1% compound annual growth rate). The newer, large luxury and themed Las Vegas destination resorts have been designed to capitalize on this growth by providing better quality hotel rooms at higher rates and by providing expanded shopping, dining and entertainment venues, as well as meeting facilities, to their patrons in addition to gaming.

With annual visitor volume in excess of 30 million for each of the last seven years according to the LVCVA, the Strip joins the likes of Rodeo Drive in Los Angeles, Fifth Avenue in New York City and Michigan Avenue in Chicago as one of the elite shopping corridors in the United States. According to the International Council of Shopping Centers, the average mall shop sales per square foot in malls in the United States was approximately $330 in 2002. The Grand Canal Shoppes at the Venetian Casino Resort is among the leaders in the nation in annual mall shop sales per square foot at an estimated $912 in 2003. Mall shop sales are retail sales excluding sales in anchor stores.

Infrastructure Improvements

Clark County and metropolitan Las Vegas have completed several infrastructure improvements to accommodate the increase in travel to Las Vegas by all modes of transportation. According to the LVCVA, in 2003 visitors to Las Vegas arrived by the following methods of transportation: 45% by air; 43% by auto; 3% by recreational vehicle and 9% by bus.

McCarran International Airport Expansion

During the past five years, the facilities of McCarran International Airport have been expanded to accommodate the increased number of airlines and passengers that it services. The number of passengers traveling through McCarran International Airport has increased from approximately 30.0 million in 1996 to approximately 36.0 million in 2003. Long term expansion plans for McCarran International Airport provide for additional runway and related areas. An addition to the terminal is currently under construction and expected to be completed during 2006.

Competition in Las Vegas

The casino/hotel industry is highly competitive. Strip hotels compete with other hotels on the Strip and with other hotels in downtown Las Vegas. The Venetian Casino Resort also competes with a large number of hotels and motels near Las Vegas. Many of our competitors are subsidiaries or divisions of large public companies and may have greater financial and other resources than we

have. In particular, the proposed acquisition of Mandalay Resort Group, the operator of the Mandalay Bay Resort & Casino, by MGM Mirage, the operator of the MGM Grand Hotel and Casino and the Mirage and Treasure Island Hotel and Casino, and the proposed acquisition of Caesars Entertainment Inc. by Harrah's Entertainment are expected to result in the creation of the world's two largest gaming companies.

Hotel/Casino Properties

Competitors of the Venetian Casino Resort include themed resorts on the Strip, such as the Bellagio, the Mandalay Bay Resort & Casino and Paris Las Vegas. In November 2002, Steve Wynn began construction of the Wynn Las Vegas Resort. The Wynn Las Vegas Resort will be an approximately 2,700 hotel-room resort and casino, constructed on the site of the former Desert Inn located on Sands Avenue across from the site of the anticipated Palazzo Casino Resort, with an expected completion date of April 2005. During 2003, the hotel at the Mandalay Bay Resort & Casino completed, the new Bellagio tower began construction of, and Caesars announced the planned construction of, approximately 1,000 hotel room additions at each property. In addition, a renovation and rebranding of the approximately 2,600-room Aladdin has been announced. The Aladdin opened in August 2000 and later filed for bankruptcy. Management is not aware of any other new significant developments of casino properties in Las Vegas in the near future.

We believe that themed resorts are generally more successful at generating higher traffic volumes and higher revenues and operating income than the large-scale non-themed properties in Las Vegas. Themed resorts compete on the basis of the quality of theming, as well as on more traditional bases, such as quality of rooms, pricing and location. Themed resorts tend to be clustered on the Strip, which generate significant traffic for the themed resorts as a group, thereby capturing a larger portion of the Las Vegas hotel and gaming market than non-themed properties. Resorts located on or near the Strip compete with each other and with other hotel casinos in Las Vegas on the basis of overall atmosphere, range of amenities, level of service, price, location, entertainment, theme and size. Some of these facilities are operated by companies that have more than one operating facility and may have greater name recognition and financial and marketing resources than us and target the same demographic group as we do.

The Venetian Casino Resort is part of a cluster of themed properties, which includes the Mirage, the Treasure Island Hotel and Casino, the Bellagio and the Forum Shops at Caesars, and will in the future include the Wynn Las Vegas Resort and the Palazzo Casino Resort.

In addition to the advantages of being a centrally-located, themed resort, the Venetian Casino Resort's direct connection with the Sands Expo Center provides the Venetian Casino Resort with a unique tie-in to one of the premier trade show and convention facilities in the United States. With these competitive advantages, the Venetian Casino Resort is, and the Palazzo Casino Resort will be, positioned to appeal to the mid-week meeting, trade show and convention market comprised of customers who pay higher average room rates and have higher average travel budgets than other categories of weekday customers, such as tour groups.

We also compete with legalized gaming from casinos located on Native American tribal lands. Native American tribes in California are permitted to operate casinos with video gaming machines, black jack and house-banked card games. The governor of California has entered into compacts with numerous tribes in California and has recently announced the execution of a number of new compacts with no limits on the number of gaming machines, which was limited under the prior compacts. In addition, there are a number of public referendums on the November ballot in California to expand or limit Native American gaming. The federal government has approved numerous compacts in California and casino-style gaming is now legal on those tribal lands. While the competitive impact on our operations in Las Vegas from the continued growth of Native American gaming establishments in California remains uncertain, the proliferation of gaming in

California and other areas located near the Venetian Casino Resort could have an adverse effect on our results of operations.

The hotel-casino operation of the Venetian Casino Resort also competes, to some extent, with other hotel-casino facilities in Nevada and in Atlantic City, hotel/casino and other resort facilities elsewhere in the country and the world, Internet gaming websites and state lotteries. In addition, certain states have legalized, and others may legalize, casino gaming in specific areas. The passage of the Indian Gaming Regulatory Act in 1988, for example, has led to rapid increases in Native American gaming operations, particularly in California. The continued proliferation of gaming venues could significantly and adversely affect our business. In particular, the legalization of casino gaming in or near major metropolitan areas from which we traditionally attract customers, such as New York, Los Angeles, San Francisco and Boston, could have a material adverse effect on our business. In October 2001, the New York legislature approved a bill for expanded casino gaming on Native American reservations and video lottery terminals. In 2003 and 2004, Maine and Pennsylvania, respectively, approved legislation legalizing slot machines or similar electronic gaming devices at certain locations, although such legislation has not been implemented yet. A number of states have permitted or are considering permitting gaming at "racinos," on Native American reservations and through expansion of state lotteries. The current global trend toward liberalization of gaming restrictions and the resulting proliferation of gaming venues could result in a decrease in the number of visitors at our Las Vegas facilities, by attracting customers close to home and away from Las Vegas, which could adversely affect our financial condition, results of operations or cash flows.

Trade Show and Convention Facilities

The Sands Expo Center, the Congress Center, and Las Vegas generally compete with trade show and convention facilities located in and around major U.S. cities, including Atlanta, Chicago, New York, and Orlando. Within Las Vegas, the Sands Expo Center and the Congress Center compete with the LVCC, which is located off the Strip and currently has approximately 3.2 million gross square feet of convention and exhibit facilities. In addition to the LVCC competition, the Mandalay Bay Resort & Casino has an approximately 1.8 million square foot convention center. The MGM Grand Hotel and Casino has a conference and meeting facility of approximately 380,000 square feet and the Mirage has approximately 170,000 gross square feet of meeting space. It is anticipated that the Wynn Las Vegas Resort will have over 200,000 square feet of meeting space. The conference and meeting facilities at these hotel/resorts are the Congress Center's primary competition. The LVCC and the Mandalay Bay Convention Center are the primary competitors of the Sands Expo Center. To the extent that any of the competitors of the Venetian Casino Resort can offer a hotel/casino experience that is integrated with substantial trade show and convention, conference and meeting facilities, the Venetian Casino Resort's competitive advantage in attracting trade show and convention, conference and meeting attendees could be adversely affected. Other cities such as Boston, Orlando, and Pittsburgh are also in the process of developing, or have announced plans to develop, convention centers and other meeting, trade and exhibition facilities.

The Macau Market

Introduction

Management believes that Macau is located amidst one of the world's largest pools of potential gaming patrons. Located less than an hour away from Hong Kong via a hydrofoil ferry system, Macau is regarded as one of the largest and fastest-growing gaming markets in the world. Macau also has the advantage of sharing a border with China's Guangdong province, which has approximately 100 million residents and is one of the most populous and prosperous regions of China. Approximately 11.9 million visitors arrived in Macau during 2003, according to the Macau

Statistics and Census Service. Macau benefits from being the only market in China to offer legalized casino gaming.

Since the reversion of Macau from Portugal to China, gaming revenue in Macau has grown from approximately $1.7 billion in 1999 to approximately $3.7 billion in 2003, reflecting an 21.5% compound annual growth rate, and visitor volume has grown from approximately 7.4 million in 1999 to approximately 11.9 million in 2003, a 12.6% compound annual growth rate. While the effect of severe acute respiratory syndrome held visitor volume growth to 3.1% in 2003, the first seven months of 2004 show 51.4% growth as compared to the same period in 2003 according to the Macau Statistics and Census Service. Gaming customers traveling to Macau generally come from nearby countries in Asia, such as mainland China, Hong Kong, Taiwan, South Korea and Japan. It is estimated that there are approximately 1.0 billion people living within a three-hour flight from Macau and approximately 3.0 billion people within a five-hour flight from Macau. According to the Macau Statistics and Census Service Monthly Bulletin of Statistics, 87% of the tourists who visited Macau in 2003 came from Hong Kong or mainland China and the dominant feeder market to Macau has been and continues to be Hong Kong. Although the absolute number of visitors from Hong Kong continues to grow, that market has shrunk as a percentage of the total visitor distribution from 67.2% in 1997 to 38.9% in 2003, while mainland China made up 48.3% of total visitors in 2003. The number of visitors from China has exhibited consistent growth from 1997 to 2003, with a 48.8% compound annual growth rate in the number of visitors for that period. Until recently, mainland Chinese were only permitted to visit Macau as part of a tour group. Now that these travel restrictions have been removed with respect to mainland Chinese from certain urban centers and economically developed regions, individual travel to Macau is expected to generate increased demand for casino offerings.

Macau as a Gaming and Resort Destination

In May 2004, the Sands Macao became the first Las Vegas-style casino to open in Macau. Our superior gaming product is expected to enable us to capture a meaningful share of the overall growth of the market, including the VIP player market segment, in Macau. Although we believe that the continued improvement of the casino gaming regulations by the Macau government, including the enactment of casino credit and collection legislation effective July 1, 2004, will enable us to effectively compete in the VIP player market segment, our business in Macau may not be able to realize the full benefits of extending credit to our customers if laws are not changed.

Gaming revenues in Macau in 2003 reached a record $3.7 billion, a 29% increase over 2002. Gaming revenues are expected to reach yet another record in 2004. Visitation was up 51.4% in the first seven months of 2004.

According to Macau Statistics and Census Service Monthly Bulletin of Statistics, in 2003, 26% of visitors traveling to Macau stayed overnight in hotels and guestrooms and, for those who stayed overnight in hotels and guestrooms, the average length of stay was only one to two nights. Management expects this length of stay to increase with increased visitation, the expansion of gaming and the addition of upscale hotel resort accommodations in Macau. According to the Macau Statistics and Census Service, in 2003, there were 37 hotels and 32 guest houses in operation in Macau, of which nine were classified as "5-star". These hotels and guest houses maintained approximately 9,200 available rooms and experienced approximately 64.3% occupancy rates.

Table games are the dominant form of gaming in Asia. Baccarat is by far the most popular game, followed by blackjack, "big and small," roulette and other traditional U.S. and Asian games. Slot machines are offered in Macau, but they are few in number. We believe the limited emphasis on slot machines reflects the market's perception that slots currently offered in Macau are an inferior slot product and the lack of attention given to this segment by existing Macau casinos. By

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contrast, in other gaming venues catering to an Asian clientele, slot machines are in high demand and profitable. We expect the slots business to grow in Macau as we introduce more modern and popular products to appeal to the Asian marketplace.

We believe that as new facilities and standards of service are introduced, Macau will become an even more desirable tourist destination and has the potential to become a larger gaming market than Las Vegas. The improved experience of visitors to Macau should lead to longer stays and an increased number of return trips from existing feeder markets and the opening of several new feeder markets. The gaming licensees selected to invest in gaming facilities and foster the growth of the Macau gaming market have committed to invest in Macau a total of at least 17.5 billion patacas (approximately $2.12 billion at exchange rates in effect on June 30, 2004). The substantial financial commitment by these gaming licensees is expected to help boost future gaming revenue and stimulate investment in other Macau tourism and leisure activities. In 2003, China's gross domestic product totaled $1.42 trillion, or $1,090 per capita, compared to $605 billion in 1993, or $514 per capita, on an inflation-adjusted basis, representing compound annual growth rates of 9.9% and 8.8%, respectively. We believe that a wealthier Chinese middle class will lead to increased travel to Macau and generate increasing demand for gaming entertainment and casino resort offerings. We also believe that the combination of less onerous travel restrictions, greater ability of Chinese citizens to bring renminbi to Macau, increasing regional wealth and the build-out of world-class facilities will convert Macau from primarily a day-trip market to a multi-day travel destination similar to Las Vegas, where management estimates the average visitor stays approximately three nights.

Proximity to Major Asian Cities

Gaming customers from Hong Kong, southeast China, Taiwan and other locations in Asia can reach Macau in a relatively short period of time, using a variety of methods of transportation, and visitors from more distant locations in Asia can take advantage of short travel times by air to Macau or to Hong Kong (followed by a short water ferry or helicopter trip to Macau). The relatively easy access from major population centers promotes Macau as a popular gaming destination in Asia.

Macau draws a significant number of gaming customers from both visitors and residents of Hong Kong. One of the major methods of transportation to Macau from Hong Kong is the hydrofoil ferry service. The hydrofoil ferry offers service up to four times per hour, with trips to and from Macau taking under an hour. Macau is also accessible from Hong Kong by helicopter in approximately 20 to 30 minutes.

Macau completed construction of an international airport in 1995 that provides direct air service to many major cities in Asia, such as Manila, Singapore, Taipei, Bangkok, Beijing and Shanghai. The Macau International Airport can accommodate large commercial airliners and has regularly scheduled air service to approximately 11 cities, including at least 8 in China, with links to numerous other major Asian destinations.

The Macau pataca and the Hong Kong dollar are linked to each other and, in many cases, are used interchangeably in Macau. However, currency exchange controls and restrictions on the export of currency by certain countries may negatively impact the success of our operations. For example, there are currently existing currency exchange controls and restrictions on the export of the renminbi, the currency of China. Restrictions on the export of the renminbi may impede the flow of gaming customers from China to Macau, inhibit the growth of gaming in Macau and negatively impact our gaming operations.

Competition in Macau

Gaming in Macau is administered as a government-sanctioned concession awarded to three different concessionaires. We will face increased competition if any of the existing concessionaires

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constructs new, or renovates pre-existing casinos in Macau. The Macau government is precluded from granting any additional gaming concessions until 2009. However, the laws could change and permit the Macau government to grant additional gaming concessions before 2009. MGM Mirage has indicated that its joint venture will be seeking a subconcession under SJM's existing concession. If the Macau government were to allow additional competitors to operate in Macau through the grant of additional concessions or subconcessions, we would face additional competition, which could have a material adverse effect on our financial condition and results of operations.

SJM holds one of the three concessions. SJM currently operates 13 facilities throughout Macau. Historically, SJM was the only gaming operator in Macau, with over 40 years of operating experience in Macau. Most of its 13 casinos are relatively small facilities which are offered as amenities in hotels, however a few are large operations enjoying recognition by gaming customers. SJM is obligated to invest at least approximately 4.7 billion patacas (approximately $569.7 million at exchange rates in effect on June 30, 2004) by December 2004 under its concession agreement with the government of Macau. SJM's projects include the upgrade of the Lisboa Hotel, Macau's largest hotel with approximately 1,000 rooms, the development of a multimillion dollar Fisherman's Wharf entertainment complex and a potential new casino hotel project. MGM has recently announced that it has entered into a joint venture agreement with Pansy Ho Chiu-king, the daughter of the managing director of SJM, to develop, build and operate a major hotel-casino resort in Macau, subject to entering into a subconcession with SJM and obtaining the approval of the Macau government.

Galaxy holds a concession and has the ability to operate casino properties independent of us. Galaxy is obligated to invest at least 4.4 billion patacas (approximately $533.3 million at exchange rates in effect on June 30, 2004) by June 2012 under its concession agreement with the government of Macau. Galaxy currently operates one small casino in Macau.

Wynn Macau, a subsidiary of Wynn Resorts, Ltd., holds the third concession and is expected to open a facility in August 2006. Wynn Resorts, Ltd. is obligated to invest at least 4.0 billion patacas (approximately $484.8 million at exchange rates in effect on June 30, 2004) by June 27, 2009 under its concession agreement with the government of Macau. Wynn Resorts, Ltd. has recently begun construction of a facility that would be comprised of an approximately 580-room hotel, a casino and other non-gaming amenities with a total estimated cost of $705.0 million as reported in its public filings.

We will also face competition from casinos located in other areas of Asia, such as the major gaming and resort destination Genting Highlands Resort, located outside of Kuala Lumpur, Malaysia and casinos in South Korea and the Philippines, as well as pachinko and pachislot parlors in Japan. We will also encounter competition from other major gaming centers located around the world, such as Australia and Las Vegas, cruise ships in Asia that offer gaming, and illegal casinos throughout Asia.

United Kingdom

One of our subsidiaries has entered into agreements to develop and lease gaming entertainment facilities with two prominent football clubs in the United Kingdom, Rangers Football Club PLC and Sheffield United Football Club Limited, and we are in discussions with several others to build entertainment and gaming facilities in major cities. Each of these agreements is subject to conditions, including the enactment of appropriate gaming legislation within the United Kingdom. If these conditions have not been satisfied by an agreed-upon deadline which can be extended under certain circumstances, either party will be entitled to terminate the agreement at any time after that date.

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The agreement with Rangers Football Club PLC relates to an island site very close to the current Glasgow Rangers Ibrox stadium. The agreement provides for the development of a gaming facility and includes a land lease which will be for an initial period of 25 years with up to 25 options to renew for five years each. In addition, we will have the right to utilize certain trademarks held by Rangers Football Club PLC. Las Vegas Sands Opco has agreed to guarantee the development obligations of our subsidiary and certain base rent obligations under the land lease, subject to obtaining any necessary consent from its lenders.

The agreement with Sheffield United Football Club Limited provides for the development of a gaming facility and includes a land lease which will be for an initial term of 35 years with 12 options to renew for five years each. Las Vegas Sands Opco has also agreed to enter into a guarantee in respect of the development obligations of our subsidiary only. This guarantee will not be effective unless it is permitted under the terms of its debt instruments.

Advertising and Marketing

We advertise in many types of media, including television, radio, newspapers, magazines, and billboards, to promote general market awareness of the Venetian Casino Resort as a unique vacation, business and convention destination due to our first-class hotel, casino, retail stores, restaurants and other amenities. The Sands Macao also provides advertising and direct marketing of its casino. We actively engage in direct marketing, which is targeted at specific market segments, including the premium slot and table games markets and free and independent market. These direct marketing efforts involve our issuing invitations to the various parties hosted by the Venetian Casino Resort at peak periods, such as New Year's Eve, Super Bowl Weekend, Final Four Weekend, Chinese New Years and when boxing matches are held in Las Vegas. We issue invitations by conducting direct mail and e-mail campaigns, as well as placing personal phone calls and making personal visits to select customers. Invitation lists are created by our casino-marketing department using a database containing information collected from our casino and hotel customers. We also engage in database marketing, which focuses on high frequency, high-margin market segments such as the high-roller gaming market.

Regulation and Licensing

State of Nevada

The ownership and operation of casino gaming facilities in the State of Nevada are subject to the Nevada Gaming Control Act and the regulations promulgated thereunder (collectively, the "Nevada Act") and various local regulations. Our gaming operations are also subject to the licensing and regulatory control of the Nevada Gaming Commission (the "Nevada Commission"), the Nevada Gaming Control Board (the "NGCB") and the Clark County Liquor and Gaming Licensing Board (the "CCLGLB" and, together with the Nevada Commission and the NGCB, the "Nevada Gaming Authorities").

The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy that are concerned with, among other things:

•: the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;
•: the establishment and maintenance of responsible accounting practices and procedures;
•: the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing reliable record-keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities;
•: the prevention of cheating and fraudulent practices; and

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•: the establishment of a source of state and local revenues through taxation and licensing fees.

Any change in such laws, regulations and procedures could have an adverse effect on our gaming operations or on the operation of the Venetian Casino Resort and the Palazzo Casino Resort.

Las Vegas Sands Opco is licensed by the Nevada Gaming Authorities to operate a casino. The gaming license requires the periodic payment of fees and taxes and is not transferable. We will be required to be registered by the Nevada Commission as a publicly-traded corporation ("Registered Corporation"). Accordingly, Las Vegas Sands Corp. has filed applications with the Nevada Commission to be registered as a publicly-traded corporation, for approval of the acquisition of the control of Las Vegas Sands Opco, and for a finding of suitability as the sole stockholder of Las Vegas Sands Opco, among others. On October 21, 2004, the Nevada Commission unanimously approved our applications for approval of this offering of common stock and other related approvals. However, such approvals do not constitute a finding, recommendation or approval by the Nevada Commission as to the accuracy or adequacy of this prospectus or the investment merits of the common stock offered. Any representation to the contrary is unlawful. Once Las Vegas Sands Corp. becomes a Registered Corporation, then all of the following Nevada gaming regulatory requirements described below will become applicable to us. As such, we must periodically submit detailed financial and operating reports to the Nevada Gaming Authorities and furnish any other information that the Nevada Gaming Authorities may require. No person may become a stockholder of, or receive any percentage of the profits from, Las Vegas Sands Opco without first obtaining licenses and approvals from the Nevada Gaming Authorities. Las Vegas Sands Opco operates the Venetian casino and expects to operate the Palazzo casino pursuant to casino leases between Las Vegas Opco and Venetian Casino Resort, LLC and our subsidiary Lido Casino Resort, LLC, which we refer to as the Palazzo subsidiary. The lease for the Venetian casino provides and the lease for the Palazzo casino will provide for a fixed monthly rental payment. Las Vegas Sands Opco possesses all state and local government registrations, approvals, permits and licenses required in order for us to engage in gaming activities at the Venetian Casino Resort, and we will apply for all state and local government registrations, approvals, permits and licenses that may be required in order for us to engage in gaming activities at the Palazzo Casino Resort.

The Nevada Gaming Authorities may investigate any individual who has a material relationship to or material involvement with us or the Palazzo subsidiary to determine whether such individual is suitable or should be licensed as a business associate of a gaming licensee. Our officers, directors and certain of our key employees must file applications and be licensed by the Nevada Gaming Authorities.

The Nevada Gaming Authorities may deny an application for licensing or a finding of suitability for any cause they deem reasonable. A finding of suitability is comparable to licensing; both require submission of detailed personal and financial information followed by a thorough investigation. The applicant for licensing or a finding of suitability, or the gaming licensee by whom the applicant is employed or for whom the applicant serves, must pay all the costs of the investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities, and in addition to their authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a change in a corporate position.

If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or to have an inappropriate relationship with us, we would have to sever all relationships with such person. In addition, the Nevada Commission may require us to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability or of questions pertaining to licensing are not subject to judicial review in Nevada.

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We are required to submit periodic detailed financial and operating reports to the Nevada Commission. Substantially all material loans, leases, sales of securities and similar financing transactions by us must be reported to or approved by the Nevada Commission.

If it were determined that the Nevada Act was violated by us, the registration and gaming licenses we then hold could be limited, conditioned, suspended or revoked, subject to compliance with certain statutory and regulatory procedures. In addition, we and the persons involved could be subject to substantial fines for each separate violation of the Nevada Act at the discretion of the Nevada Commission. Further, a supervisor could be appointed by the Nevada Commission to operate the Venetian Casino Resort and the Palazzo Casino Resort and, under certain circumstances, earnings generated during the supervisor's appointment (except for the reasonable rental value of the Venetian Casino Resort and the Palazzo Casino Resort) could be forfeited to the State of Nevada. Limitation, conditioning or suspension of any gaming registration or license or the appointment of a supervisor could (and revocation of any gaming license would) materially adversely affect our gaming operations.

Any beneficial holder of our voting securities, regardless of the number of shares owned, may be required to file an application, be investigated, and have its suitability as a beneficial holder of our voting securities determined if the Nevada Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada. The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting any such investigation.

The Nevada Act requires any person who acquires more than 5% of our voting securities to report the acquisition to the Nevada Commission. The Nevada Act requires that beneficial owners of more than 10% of our voting securities apply to the Nevada Commission for a finding of suitability within thirty days after the Chairman of the Nevada Board mails the written notice requiring such filing.

Under certain circumstances, an "institutional investor" as defined in the Nevada Act, which acquires more than 10% but not more than 15% of our voting securities, may apply to the Nevada Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities only for investment purposes. An institutional investor shall not be deemed to hold voting securities only for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investment and not for the purpose of causing, directly or indirectly, the election of a majority of the members of our board of directors, any change in our corporate charter, by-laws, management, policies or our operations or any of our gaming affiliates, or any other action which the Nevada Commission finds to be inconsistent with holding our voting securities only for investment purposes. Activities that are not deemed to be inconsistent with holding voting securities only for investment purposes include: (1) voting on all matters voted on by stockholders; (2) making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in management, policies or operations; and (3) such other activities as the Nevada Commission may determine to be consistent with such investment intent. If the beneficial holder of voting securities who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners.

Under a provision of the Nevada Act, under certain circumstances, an "institutional investor" as defined in the Nevada Act, which intends to acquire not more than 15% of any class of nonvoting securities of a privately-held corporation, limited partnership or limited liability company that is also a registered holder or intermediary company of the holder of a gaming license, may apply to the Nevada Commission for a waiver of the usual prior licensing or finding of suitability requirements if such institutional investor holds such nonvoting securities only for investment purposes. An institutional investor shall not be deemed to hold nonvoting securities only for investment purposes

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unless the nonvoting securities were acquired and are held in the ordinary course of business as an institutional investor, do not give the institutional investor management authority, and do not, directly or indirectly, allow the institutional investor to vote for the election or appointment of members of the board of directors, a general partner or manager, cause any change in the articles of organization, operating agreement, other organic document, management, polices or operations, or cause any other action that the Nevada Commission finds to be inconsistent with holding nonvoting securities only for investment purposes. Activities that are not deemed to be inconsistent with holding nonvoting securities only for investment purposes include:

•: nominating any candidate for election or appointment to the entity's board of directors or equivalent in connection with a debt restructuring;
•: making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in the entity's management, polices or operations; and
•: such other activities as the Nevada Commission may determine to be consistent with such investment intent.

If the beneficial holder of nonvoting securities who must be licensed or found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners. The applicant is required to pay all costs of investigation.

Any person who fails or refuses to apply for a finding of suitability or a license within thirty days after being ordered to do so by the Nevada Commission or the Chairman of the Nevada Board may be found to be unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any stockholder found to be unsuitable and who holds, directly or indirectly, any beneficial ownership of the common stock of a Registered Corporation beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense. We are subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, we:

•: pay that person any dividend or interest upon voting securities of us;
•: allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person;
•: pay remuneration in any form to that person for services rendered or otherwise; or
•: fail to pursue all lawful efforts to require such unsuitable person to relinquish his or her voting securities for cash at fair market value.

Our charter documents include provisions intended to help us comply with these requirements. See "Description of Capital Stock—Gaming Requirements."

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Additionally, the CCLGLB has taken the position that it has the authority to approve all persons owning or controlling the stock of any corporation holding a gaming license.

The Nevada Commission may, in its discretion, require the holder of any debt security of a Registered Corporation to file an application, be investigated and be found suitable to own the debt security of such Registered Corporation. If the Nevada Commission determines that a person is unsuitable to own such security, then pursuant to the Nevada Act, the Registered Corporation can be sanctioned, including the loss of its approvals, if without the prior approval of the Nevada Commission, it:

•: pays to the unsuitable person any dividend, interest, or any distribution whatsoever;
•: recognizes any voting right by such unsuitable person in connection with such securities;
•: pays the unsuitable person remuneration in any form; or
•: makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation, or similar transaction.

We are required to maintain a current stock ledger in Nevada that may be examined by the Nevada Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities and we are also required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. A failure to make such disclosure may be grounds for finding the record holder unsuitable. We are also required to render maximum assistance in determining the identity of the beneficial owner. Our stock certificates bear a legend indicating that such securities are subject to the Nevada Act.

We cannot make a public offering of any securities without the prior approval of the Nevada Commission if the securities or the proceeds therefore are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for such purposes. On October 21, 2004, the Nevada Commission granted us prior approval to make public offerings for a period of 2 years, subject to certain conditions (the "Shelf Approval"). The Shelf Approval includes prior approval by the Nevada Commission for us to place restrictions on the transfer of the equity securities of our corporate subsidiaries licensed in Nevada and to enter into agreements not to encumber such equity securities. However, the Shelf Approval may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Chairman of the NGCB. The Shelf Approval does not constitute a finding, recommendation or approval by the Nevada Commission or the NGCB as to the accuracy or adequacy of any prospectus or the investment merits of any securities offered thereunder. Any representation to the contrary is unlawful.

This offering of common stock will constitute a public offering requiring the prior approval of the Nevada Commission. On October 21, 2004, the Nevada Commission approved our application for approval of this offering of common stock. However, such approval may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Chairman of the NGCB. In addition, such approval does not constitute a finding, recommendation or approval by the Nevada Commission or the NGCB as to the accuracy or adequacy of this prospectus or the investment merits of the common stock offered. Any representation to the contrary is unlawful.

Changes in our control through a merger, consolidation, stock or asset acquisition, management or consulting agreement, or any act or conduct by any person whereby he or she obtains control, shall not occur without the prior approval of the Nevada Commission. Entities seeking to acquire control of a Registered Corporation must satisfy the Nevada Board and the Nevada Commission concerning a variety of stringent standards prior to assuming control of such Registered Corporation. The Nevada Commission may also require controlling stockholders,

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officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process of the transaction.

The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting Nevada gaming licensees, and Registered Corporations that are affiliated with those operations, may be injurious to stable and productive corporate gaming. The Nevada Commission has established a regulatory scheme to ameliorate the potentially-adverse effects of these business practices upon Nevada's gaming industry and to further Nevada's policy to:

•: assure the financial stability of corporate gaming operators and their affiliates;
•: preserve the beneficial aspects of conducting business in the corporate form; and
•: promote a neutral environment for the orderly governance of corporate affairs.

Approvals are, in certain circumstances, required from the Nevada Commission before we can make exceptional repurchases of voting securities above the current market price thereof and before a corporate acquisition opposed by management can be consummated.

The Nevada Act also requires prior approval of a plan of recapitalization proposed by the board of directors in response to a tender offer made directly to the Registered Corporation's stockholders for the purposes of acquiring control of the Registered Corporation.

License fees and taxes, computed in various ways depending upon the type of gaming or activity involved, are payable to the State of Nevada and to Clark County, Nevada. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based upon:

•: a percentage of the gross revenues received;
•: the number of gaming devices operated; or
•: the number of table games operated.

In addition, an excise tax is paid by us on charges for admission to any facility where certain forms of live entertainment are provided.

Any person who is licensed, required to be licensed, registered, required to be registered, or under common control with such persons (collectively, "Licensees"), and who proposes to become involved in a gaming operation outside of Nevada, is required to deposit with the Nevada Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of any investigation by the Nevada Board into their participation in such foreign gaming operation. The revolving fund is subject to increase or decrease at the discretion of the Nevada Commission. Thereafter, Licensees are also required to comply with certain reporting requirements imposed by the Nevada Act. Licensees are also subject to disciplinary action by the Nevada Commission if they knowingly violate any laws of any foreign jurisdiction pertaining to such foreign gaming operation, fail to conduct such foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations, engage in activities that are harmful to the State of Nevada or its ability to collect gaming taxes and fees, or employ a person in such foreign operation who has been denied a license or a finding of suitability in Nevada on the ground of personal unsuitability or who has been found guilty of cheating at gambling.

The sale of alcoholic beverages by us on the premises of the Venetian Casino Resort, the Palazzo Casino Resort and the Sands Expo Center is subject to licensing, control, and regulation by the applicable local authorities. We have obtained Clark County gaming and liquor licenses. All licenses are revocable and are not transferable. The agencies involved have full power to limit,

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condition, suspend or revoke any such licenses, and any such disciplinary action could (and revocation of such licenses would) have a material adverse effect upon our operations.

Macau

We are subject to licensing and control under applicable Macau law. We are required to be licensed by the Macau gaming authorities to operate a casino. We must pay periodic fees and taxes, and our gaming license is not transferable. We must periodically submit detailed financial and operating reports to the Macau gaming authorities and furnish any other information that the Macau gaming authorities may require. No person may acquire any rights over the shares or assets of our subsidiary Venetian Macau without first obtaining the approval of the Macau gaming authorities. Similarly, no person may enter into possession of its premises or operate them through a management agreement or any other contract or through step in rights without first obtaining the approval of, and receiving a license from, the Macau gaming authorities. The transfer or creation of encumbrances over ownership of shares representing the share capital of Venetian Macau or other rights relating to such shares, and any act involving the granting of voting rights or other stockholders' rights to persons other than the original owners, would require the approval of the Macau government and the subsequent report of such acts and transactions to the Macau gaming authorities.

The holding company merger will require the approval of the Macau government. We are in the process of making the necessary applications with the Macau government to obtain its approval of the holding company merger.

Our subconcession agreement requires approval of the Macau Government for transfers of shares, or of any rights over such shares, in any of the direct or indirect stockholders in Venetian Macau S.A., including us, provided that such shares or rights are directly or indirectly equivalent to an amount that is equal or higher than 5% of the share capital in Venetian Macau S.A. This approval requirement will not apply, however, if the securities are listed and traded on a stock market. In addition, this agreement requires that the Macau government be given notice in certain cases of the creation of any encumbrance or the grant of voting rights or other stockholder's rights to persons other than the original owners on shares in any of the direct or indirect stockholders in Venetian Macau S.A., including us, provided that such shares or rights are directly equivalent to an amount that is equal or higher than 5% of the share capital in Venetian Macau S.A. This notice requirement will not apply, however, to securities listed and traded on a stock exchange.

The Macau gaming authorities may investigate any individual who has a material relationship to, or material involvement with, us to determine whether our suitability and/or financial capacity is affected by this individual. Our officers, directors and some of our key employees must apply for and undergo a finding of suitability process and on-going suitability assessment and, for that purpose, may be investigated by the Macau gaming authorities at any time. These authorities may deny an application or a finding of suitability for any cause they deem reasonable. Changes in licensed positions must be reported to the Macau gaming authorities, and in addition to their authority to deny an application for a finding of suitability or licensure, the Macau gaming authorities have jurisdiction to disapprove a change in corporate position. If the Macau gaming authorities were to find one of our officers, directors or key employees unsuitable for licensing, we would have to sever all relationships with that person. In addition, the Macau gaming authorities may require us to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability or of questions pertaining to licensing are not subject to judicial review in Macau.

Any person who fails or refuses to apply for a finding of suitability after being ordered to do so by the Macau gaming authorities may be found unsuitable. Any stockholder found unsuitable and who holds, directly or indirectly, any beneficial ownership of the common stock of a registered

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corporation beyond the period of time prescribed by the Macau gaming authorities may lose his rights to the shares. We will be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, we:

•: pay that person any dividend or interest upon its shares;
•: allow that person to exercise, directly or indirectly, any voting right conferred through shares held by that person;
•: pay remuneration in any form to that person for services rendered or otherwise; or
•: fail to pursue all lawful efforts to require that unsuitable person to relinquish its shares.

The Macau gaming authorities also have the authority to approve all persons owning or controlling the stock of any corporation holding a gaming license.

The Macau gaming authorities also require prior approval for the creation of liens and encumbrances over Venetian Macau's assets and restrictions on stock in connection with any financing.

The Macau gaming authorities must give their prior approval to changes in control of Venetian Macau through a merger, consolidation, stock or asset acquisition, management or consulting agreement or any act or conduct by any person whereby he or she obtains control. Entities seeking to acquire control of a registered corporation must satisfy the Macau gaming authorities concerning a variety of stringent standards prior to assuming control. The Macau Gaming Commission may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process of the transaction.

The Macau gaming authorities may consider that some management opposition to corporate acquisitions, repurchases of voting securities and corporate defense tactics affecting Macau gaming licensees, and registered corporations that are affiliated with those operations, may be injurious to stable and productive corporate gaming. The Macau gaming authorities also have the power to supervise gaming licensees in order to:

•: assure the financial stability of corporate gaming operators and their affiliates;
•: preserve the beneficial aspects of conducting business in the corporate form; and
•: promote a neutral environment for the orderly governance of corporate affairs.

The subconcession agreement requires the Macau gaming authorities' prior approval of any recapitalization plan proposed by Venetian Macau's board of directors. The Chief Executive of Macau could also require Venetian Macau to increase its share capital if he deemed it necessary.

Non-compliance with these obligations could lead to the revocation of Venetian Macau's gaming subconcession.

The Sands Macao was constructed and is operated, and the Venetian Macau Casino Resort will be constructed and operated, under our subconcession agreement. This subconcession excludes the following gaming activities: mutual bets, gaming activities provided to the public, interactive gaming and games of chance or other gaming, betting or gambling activities on ships or planes. Our subconcession is exclusively governed by Macau law. We are subject to the exclusive jurisdiction of the courts of Macau in case of any potential dispute or conflict relating to our subconcession.

Under the subconcession agreement, we are obligated to develop and open the Macao Venetian Casino Resort by June 2006 and a convention center by December 2006. We are also obligated to operate casino games of chance or games of other forms in Macau and to invest, or cause to be invested, at least 4.4 billion patacas (approximately $533.3 million at exchange rates in

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effect on June 30, 2004) in various development projects in Macau by June 2009. The construction and development costs of the Sands Macao will be applied to the fulfillment of this total investment obligation to the Macau government. It is expected that the construction and development costs of the Macao Venetian Casino Resort and additional capital improvements of the Sands Macao will satisfy the remainder of these obligations, including our obligation to build a convention center. However, we will need an extension of the June 2006 construction deadline for the Macao Venetian Casino Resort, which we currently expect to open in the first quarter of 2007. See "Risk Factors—Risks Associated with Our International Operations—We are required to make substantial additional investments in Macau and build and open the Macao Venetian Casino Resort by June 2006 and a convention center by December 2006. If we do not do so, we may lose our right to continue to operate the Sands Macao or any other facilities developed under the subconcession."

Our subconcession agreement expires on June 26, 2022. Unless our subconcession is extended, on that date, all our casino operations and related equipment in Macau will automatically be transferred to the Macau government without compensation to us and we will cease to generate any revenues from these operations. Beginning on June 27, 2017, the Macau government may redeem our subconcession by giving us at least one year prior notice and by paying us fair compensation or indemnity. The amount of such compensation or indemnity will be determined based on the amount of revenue generated during the tax year prior to the redemption. See "Risk Factors—Risks Associated with Our International Operations—We will stop generating any revenues from our Macau gaming operations if we cannot secure an extension of our subconcession in 2022 or if the Macau government exercises its redemption right in 2017."

The Macau government also has the right, after consultation, to unilaterally terminate, without compensation to us, the subconcession at any time upon the occurrence of specified events of default. See "Risk Factors—Risks Associated with Our International Operations—The Macau government can terminate our subconcession under certain circumstances without compensation to us, which could have a material adverse effect on our operations and financial condition." The subconcession agreement does not provide a specific cure period within which any such events of default may be cured. We must rely on consultations and negotiations with the Macau government to give us an opportunity to remedy any such default. Accordingly, we are dependent on our continuing communications and good faith negotiations with the Macau government to ensure that we are performing our obligations under the subconcession in a manner that would avoid a default thereunder.

The subconcession agreement contains various general covenants and obligations and other provisions, the compliance with which is subjective. We have the following obligations under the subconcession agreement:

•: ensure the proper operation and conduct of casino games;
•: employ people with appropriate qualifications;
•: operate and conduct casino games of chance in a fair and honest manner without the influence of criminal activities; and
•: safeguard and ensure Macau's interests in tax revenue from the operation of casinos and other gaming areas.

In addition, the subconcession agreement requires us to maintain a certain minimum level of insurance. Failure to satisfy these requirements could result in a default under the subconcession. We are also subject to certain reporting requirements in Macau, including to the Macau Gambling Inspection and Coordination Bureau.

Under the subconcession, we are obligated to pay to the Macau government an annual premium with a fixed portion and a variable portion based on the number and type of gaming

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tables employed and gaming machines operated by us. The fixed portion of the premium is equal to 30 million patacas (approximately $3.6 million at exchange rates in effect on June 30, 2004). The variable portion is equal to 300,000 patacas per gaming table reserved exclusively for certain kinds of games or players, 150,000 patacas per gaming table not so reserved and 1,000 patacas per electrical or mechanical gaming machine, including slot machines (approximately $36,000, $18,000 and $120, respectively, at exchange rates in effect on June 30, 2004), subject to a minimum of 45 million patacas (or $5.5 million at exchange rates in effect on June 30, 2004). The variable portion of our premium is subject to renegotiations in 2005. We also have to pay a special gaming tax of 35% of gross gaming revenues and applicable withholding taxes. We must also contribute 4% of our gross gaming revenue to utilities designated by the Macau government, a portion of which must be used for promotion of tourism in Macau. This percentage will be subject to change in 2010.

Currently, the gaming tax in Macau is calculated as a percentage of gross gaming revenue. However, unlike Nevada, gross gaming revenue does not include deductions for credit losses. As a result, if we extend credit to our customers in Macau and are unable to collect on the related receivables from them, we have to pay taxes on our winnings from these customers even though we were unable to collect on the related receivables from them. We are currently not offering credit to customers in Macau. If the laws are not changed, our business in Macau may not be able to realize the full benefits of extending credit to our customers. Although there are proposals to revise the gaming tax laws in Macau, there can be no assurance that the laws will be changed.

We have received a concession from the Macau government to use a six-acre parcel of land for the Sands Macao. The land concession will expire in 2028 and is renewable. The land concession requires us to pay a premium which is payable over a number of years. In addition, we are also obligated to pay rent annually for the term of the land concession. The rent amount may be revised every five years by the Macau government. See the note entitled "Commitments and Contingencies—Macau Casino Projects" of our consolidated financial statements for more information on our payment obligation under this concession. We have applied to the Macau government for a land concession for the west side of the Cotai Strip, including the site of the Macao Venetian Casino Resort. The land concession will require us to pay certain premiums and rent.

We have received an exemption from Macau's corporate income tax on profits generated by the operation of casino games of chance for the five-year period ending December 31, 2008.

Alderney

During March 2003, one of our subsidiaries received an interactive gaming license and an electronic betting center license from the Alderney Gambling Control Commission. Alderney is part of the Channel Islands located between Great Britain and France. Alderney is a self-governing member of the British Commonwealth. Our Internet and other projects are in developmental or exploratory stages and there can be no assurance that any of these ventures will prove to be attractive opportunities, or that if implemented they will be successful. We intend to continue to explore this and other similar new business opportunities.

Employees

We directly employ approximately 5,600 employees in connection with the Venetian Casino Resort, approximately 100 employees in connection with the Sands Expo Center and approximately 4,400 employees in connection with the Sands Macao. In addition, we hire temporary employees on an as needed basis at the Venetian Casino Resort. The Venetian Casino Resort's employees are not covered by collective bargaining agreements. Most, but not all, major casino resorts situated on the Strip have collective bargaining contracts covering at least some of the labor force at such

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sites. We believe that we have good relations with our employees, as evidenced by the fact that we have been voted as the "Best Place to Work in Southern Nevada" by the Southern Nevada Human Resources Association.

The unions currently on the Strip include the Local 226 of the Hotel Employees and Restaurant Employees International Union, the Operating Engineers Union and the Teamsters Union. Local 226 has requested us to recognize it as the bargaining agent for employees of the Venetian Casino Resort. We have declined to do so, believing that current and future employees are entitled to select their own bargaining agent, if any. In the past, when other hotel-casino operators have taken a similar position, Local 226 has engaged in certain confrontational and obstructive tactics, including contacting potential customers, tenants and investors, objecting to various administrative approvals and picketing. Local 226 has engaged in such tactics with respect to the Venetian Casino Resort and may continue to do so. Although we believe we will be able to operate despite such dispute, no assurance can be given that we will be able to do so or that the failure to do so would not result in a material adverse effect on our results of operations, cash flows, or financial position. Although no assurances can be given, if employees decide to be represented by labor unions, management does not believe that such representation would have a material impact upon our results of operations, cash flows or financial position.

We are not aware of any union activity at the Sands Macao.

Certain casual culinary personnel are hired from time to time for trade shows and conventions at the Sands Expo Center and are covered under a collective bargaining agreement between the Local 226 and the Sands Expo Center. This collective bargaining agreement expired in December 2000. As a result, the Sands Expo Center is operating under the terms of the expired bargaining agreement with respect to these employees.

Properties

We own an approximately 60-acre parcel of land on which the Venetian Casino Resort and Sands Expo Center sit and on which the Palazzo Casino Resort will be constructed. We own this parcel of land in fee simple, subject to certain easements, encroachments and other non-monetary encumbrances and the security interests described below.

Our senior secured credit facility is, subject to certain exceptions, secured by a first priority security interest (subject to permitted liens) in substantially all of our property. Subject to certain exceptions, the mortgage notes are also secured on a second-lien basis (subject to permitted liens) by these assets. The Phase II mall construction loan is secured by first priority security interests in substantially all of the assets of Phase II Mall Subsidiary, LLC and Phase II Mall Holding, LLC. The Interface mortgage loan is secured by a first priority mortgage on the Sands Expo Center and by certain other related collateral. See "Description of Indebtedness and Operating Agreements" for more information on these security interests.

We have received a concession from the Macau government to use a six-acre land site for the Sands Macao. We do not own the land site in Macau, however, the land concession, which will expire in 2028 and is renewable, grants us exclusive use of the land. The land concession requires us to pay a premium which is payable over a number of years. In addition, we are also obligated to pay rent annually for the term of the land concession. The rent amount may be revised every five years by the Macau government. See the note entitled "Commitments and Contingencies—Macau Casino Projects" of our consolidated financial statements for more information on our payment obligation under this concession. We have applied for a land concession for the site on which the Macao Venetian Casino Resort will be constructed.

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Intellectual Property

Our principal intellectual property consists of the "Sands," "Venetian" and "Palazzo" trademarks, all of which have been registered in the United States. These trademarks are brand names under which we market our properties and services. Such brand names are considered to be of material importance to our business since they have the effect of developing brand identification. We believe that the name recognition, reputation and image that we have developed attract customers to our facilities. These trademark registrations are of perpetual duration so long as they are periodically renewed. It is our intent to maintain our trademark registrations.

Legal Proceedings

In addition to the matters described below, we are party to various legal matters and claims arising in the ordinary course of business. We do not expect that the final resolution of these ordinary course matters will have a material adverse impact on our financial position, results of operations or cash flows.

Construction Litigation

The construction of the principal components of the Venetian Casino Resort was undertaken by Lehrer McGovern Bovis, Inc. pursuant to a construction management agreement and certain amendments thereto. The construction management contract established a final guaranteed maximum price of $645.0 million, so that, subject to certain exceptions (including an exception for cost overruns due to "scope changes"), the construction manager was responsible for any costs of the work covered by the construction management contract in excess of $645.0 million. The construction management contract also established a required "substantial completion" date (the date on which the construction of the Venetian Casino Resort was sufficiently complete, including the receipt of necessary permits, licenses and approvals, so that all components of the Venetian Casino Resort could be open to the general public) of April 21, 1999 (subject to extensions on account of "scope changes" and force majeure events), with a per-day liquidated damages penalty for failure to meet such deadline.

The obligations of the construction manager under the construction management contract were guaranteed by Bovis, Inc., the construction manager's direct parent at the time the construction management contract was entered into. Bovis' obligations under the Bovis guaranty were guaranteed by The Peninsula and Oriental Steam Navigation Company, or P&O, a British public company and the construction manager's ultimate parent at the time the construction management contract was entered into.

On July 30, 1999, Venetian Casino Resort, LLC filed a complaint against the construction manager and Bovis in the United States District Court for the District of Nevada. The action alleges breach of contract by the construction manager of its obligations under the construction management contract and a breach of contract by Bovis of its obligations under the Bovis guaranty, including failure to fully pay trade contractors and vendors and failure to meet the April 21, 1999 guaranteed completion date. We amended this complaint on November 23, 1999 to add P&O as an additional defendant. In response to Venetian Casino Resort, LLC's breach of contract claims against the construction manager, Bovis and P&O, the construction manager filed a complaint on August 3, 1999 against Venetian Casino Resort, LLC in the District Court of Clark County, Nevada. The action alleges a breach of contract and quantum meruit claims under the construction management contract and also alleges that Venetian Casino Resort, LLC defrauded the construction manager in connection with the construction of the Venetian Casino Resort. A quantum meruit claim is one which seeks to abandon the contract and recovery for the reasonable value of services. This theory is sometimes pursued by contractors where they could not otherwise recover damages under the express terms and conditions of the contract. The construction manager seeks

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compensatory damages, attorney's fees and costs and punitive damages. In the lawsuit, the construction manager claims that it is owed approximately $90.0 million from Venetian Casino Resort, LLC and its affiliates. This complaint was subsequently amended by the construction manager, which also filed an additional complaint against us relating to work done and funds advanced with respect to the contemplated development of the Palazzo Casino Resort. Simultaneously, commencing in March 2000, we and the construction manager engaged in arbitration proceedings ordered by the federal court to determine the cost and schedule impact of any changes in the scope of services of the construction manager under the construction management contract.

In connection with these disputes, as of December 31, 1999 the construction manager and its subcontractors filed mechanics liens against the Venetian Casino Resort for $145.6 million and $182.2 million, respectively. We believe that a major reason these lien amounts exceeded the construction manager's claims of $90.0 million is based upon a duplication of liens through the inclusion of lower-tier claims by subcontractors in the liens of higher-tier contractors, including the lien of the construction manager. We have purchased surety bonds for virtually all of the claims underlying these liens (other than approximately $15.0 million of claims with respect to which the construction manager purchased bonds). As a result, there can be no foreclosure of the Venetian Casino Resort in connection with the claims of the construction manager and its subcontractors. However, we will be required to pay or immediately reimburse the bonding company if and to the extent that the underlying claims are judicially determined to be valid. If such claims are not settled, it is likely to take a significant amount of time for their validity to be judicially determined.

In June 2000, we purchased an insurance policy for loss coverage in connection with all litigation relating to the construction of the Venetian Casino Resort. Under the insurance policy, we will insure the first $45.0 million of losses (excluding defense costs) and the insurer will insure defense costs and other covered losses up to next $80.0 million. The insurance policy provides coverage (subject to certain exceptions) for any amounts determined in the construction litigation to be owed to the construction manager or its subcontractors relating to claimed delays, inefficiencies, disruptions, lack of productivity/unauthorized overtime or schedule impact, allegedly caused by us during construction of the Venetian Casino Resort, and lien claims of, or acquired by, the construction manager as well as any defense costs.

Prior to the entry of the verdict, the state court judge dismissed the construction manager's quantum meruit claim. On June 3, 2003, an approximate nine-month trial was concluded in the state court action when a jury returned a verdict, which awarded the construction manager approximately $44.0 million in additional costs under the construction management contract and awarded us approximately $2.0 million in damages for defective and incomplete work performed by the construction manager. The verdict also returned a defense verdict in our favor on the construction manager's fraud claim, and denied the construction manager's claim for punitive damages. The verdict did not address pre-judgment interest and reimbursement of attorney's costs, which are being sought from the state court by both parties.

The judge in the state court action directed the clerk to file the verdict on December 24, 2003. It is unclear whether the filing of the verdict alone constitutes the entry of judgment under state law because the verdict has special interrogatories which make the total amount of the judgment unclear. In an abundance of caution, both parties have treated the filing of the verdict as a final judgment and we have filed motions requesting that the state court reconsider the entry of the judgment and stay the verdict until the conclusion of the arbitration proceedings, which proceedings we contend must be considered in determination of any final award between the parties. The request for a stay was denied. We believe that the arbitration proceedings may result in the lowering of the verdict that was awarded to the construction manager in the state court action and may provide a basis to increase the amount that was awarded to us.

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By orders dated June 17 and July 19, 2004, the post trial motions were denied in all material respects. We have filed a notice of appeal to the Nevada Supreme Court and several motions for reconsideration to the trial court which have not yet been ruled upon by the state court judge.

While there are pending subcontractor claims against the construction manager and us and related claims for indemnity by and against the construction manager, we believe that all such claims asserted against us in those actions should be subsumed within the verdict in the state court action and that our liability should be limited to the amount of any final judgment which may be ultimately entered in the state court action. If a judgment for the construction manager is entered on the verdict and such a judgment can be executed upon by the construction manager following the resolution of all appeals, we believe the payment of such a judgment will be applied towards satisfaction of the $45.0 million self-insured retention under the insurance policy. We intend to seek an elimination or reduction of the construction manager's and its subcontractors' mechanic's liens in an amount to be consistent with any final judgment on the verdict.

Notwithstanding the entry of judgment in the state court action, we have continued to pursue certain claims in the arbitration proceedings to determine, among other things, the impact of certain changes, which determination by the arbitrator we believe may provide a basis for reducing the amount awarded to the construction manager in the state court action and raising the amount of the verdict for us or otherwise establishing offsetting claims for us against the construction manager. We also intend to pursue additional affirmative claims in the federal court action and in other proceedings that were not resolved by the verdict in the state court action. Because of the magnitude of the remaining open items in the arbitration proceedings, which we believe must be considered in any ultimate award between the parties, we are not able to determine with any reasonable certainty the value of such claims or the probability of success on such claims at this time. Accordingly, no accrual for a liability has been reflected in the accompanying financial statements for this matter, other than approximately $7.2 million, which we had previously accrued in 1999 for unpaid construction costs and which have not yet been paid pending outcome of the litigation.

Based on the recent judgment in the state court action and the remaining open items in the arbitration proceedings, we estimate that our range of loss in this matter is from zero (or a gain if all remaining matters are determined in our favor and considering the existing accrual of approximately $7.2 million for unpaid construction costs) to approximately $70.0 million (see below) if we were to lose all remaining arbitration matters and related pending actions and appeals that counsel has advised are possible of loss and which are not already included in the state court action. Such range of loss is before attorney costs and interest, which have not yet been considered by the state court. The construction manager has asked the state court to award $19.0 million in prejudgment interest, $11.0 million in costs and $10.0 million in attorneys' fees. We are disputing these amounts as to both entitlement and amount. Substantially all of our attorneys' fees and costs related to the defense and prosecution of claims arising out of the construction management agreement incurred since June 28, 2000 are being paid by an insurance company under a special insurance policy obtained to mitigate our losses. We incurred approximately $2.2 million in attorneys' fees related to the construction litigation prior to June 28, 2000 which are not covered by insurance.

The range of loss is possibly as high as $70.0 million, (the original verdict of $42.0 million plus $28.0 million, representing all remaining indemnity claims and arbitration matters), plus attorneys' fees, any uncovered claims under our insurance policy and interest. While the state court's orders denying our post trial motions could be viewed as increasing the possibility that we will be exposed to loss in this litigation, there are appellate issues that we intend to pursue and ongoing arbitration proceedings that we believe will impact the amount of loss and/or any award to which we may be entitled.

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There are two ways the state court judgment may change before it can be executed on by the construction manager. First, most of our credit claims under the contract were ordered to arbitration. We have already obtained interim credit awards of $3.0 million in arbitration related to work that was required by the contract and never completed by the construction manager. In addition, we have claims in amounts in excess of $25.0 million which will be submitted to arbitration within the next 12 months. The largest of these credit claims, in an amount in excess of $12.0 million, relates to payments due from the construction manager for workers' compensation and general liability insurance provided to the construction manager and trade contractors by us under the owner controlled insurance program. Other credit claims principally related to defective and incomplete work which was completed by us after the construction manager stopped performing on the project. If we are successful in proving our remaining credit claims, the arbitration credit awards, in total, could offset up to $28.0 million of the verdict.

Because of the possibility of offsetting credits that may be awarded in arbitration and the elimination of duplicative claims through the substitution of arbitration awards for the verdict, no single amount within the range of any loss can be reasonably determined as an estimated loss. If there is a loss, such loss could be material to our results of operations in the period that the estimate is recorded. See "Risk Factors—Risks Associated with Our Las Vegas Operations—We are involved in a lawsuit with the construction manager regarding the original construction of the Venetian Casino Resort, which could have an adverse impact on our financial condition, results of operations or cash flows."

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MANAGEMENT

The table below sets forth the executive officers and directors of our company as of October 1, 2004.

Name	Age	Position
Sheldon G. Adelson	71	Chairman of the Board, Chief Executive Officer and Treasurer
William P. Weidner	59	President, Chief Operating Officer and Director
Bradley H. Stone	49	Executive Vice President
Robert G. Goldstein	49	Senior Vice President
Scott D. Henry	39	Senior Vice President and Chief Financial Officer
Harry D. Miltenberger	61	Chief Accounting Officer, Vice President—Finance and Secretary
Charles D. Forman	58	Director
Michael A. Leven	66	Director
James L. Purcell	75	Director

Sheldon G. Adelson has been the Chairman of the Board, Chief Executive Officer and a director of our company since August 2004. He has been Chairman of the Board, Chief Executive Officer and a director of Las Vegas Sands Opco since April 1988 when it was formed to own and operate the former Sands Hotel and Casino. Mr. Adelson has extensive experience in the convention, trade show, and tour and travel businesses. Mr. Adelson also has investments in other business enterprises. Mr. Adelson created and developed the COMDEX Trade Shows, including the COMDEX/Fall Trade Show, which was the world's largest computer show in the 1990s, all of which were sold to Softbank Corporation in April 1995. Mr. Adelson also created and developed the Sands Expo Center, which he grew into one of the largest convention and trade show destinations in the United States before transferring it to us in July 2004. He has been President and Chairman of Interface Holding since the mid-1970s and Chairman of Interface Group-Massachusetts Inc. since 1990.

William P. Weidner has been the President and Chief Operating Officer and a director of our company since August 2004. He has been the President and Chief Operating Officer of Las Vegas Sands Opco since December 1995 and a director of Las Vegas Sands Opco since August 2004. From 1985 to 1995, Mr. Weidner was President and Chief Operating Officer and served on the board of Pratt Hotel Corporation. From February 1991 to December 1995, Mr. Weidner was also the President of Pratt's Hollywood Casino-Aurora subsidiary and from June 1992 until December 1995, he served on the board of the Hollywood Casino Corporation. Since September 1993, Mr. Weidner has served on the Board of Directors of Shorewood Packaging Corporation. Mr. Weidner directed the opening of Hollywood Casino, one of Chicago's first riverboat casino hotels, New York City's Maxim's de Paris (now the Peninsula), and hotels in Orlando and Palm Springs.

Bradley H. Stone has been Executive Vice President of our company since August 2004. He has been Executive Vice President of Las Vegas Sands Opco since December 1995. From June 1984 through December 1995, Mr. Stone was President and Chief Operating Officer of the Sands Hotel in Atlantic City. Mr. Stone also served as an Executive Vice President of the parent Pratt Hotel Corporation from June 1986 through December 1995.

Robert G. Goldstein has been Senior Vice President of our company since August 2004. He has been Senior Vice President of Las Vegas Sands Opco since December 1995. From 1992 until

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joining our company in December 1995, Mr. Goldstein was the Executive Vice President of Marketing at the Sands in Atlantic City as well as an Executive Vice President of the parent Pratt Hotel Corporation.

Scott D. Henry has been Senior Vice President and Chief Financial Officer of our company since September 2004. From May 2001 until September 2004, Mr. Henry was a Managing Director in the Telecommunications, Media and Technology Group at ABN AMRO Incorporated. From January 2000 to May 2001, he was a Managing Director in the Telecommunications Group at ING Barings in New York. Prior to joining ING Barings, Mr. Henry was a Managing Director in the Media, Entertainment and Communications Group at Prudential Securities and the head of Prudential's Gaming and Leisure practice. Mr. Henry joined Prudential in March 1997.

Harry D. Miltenberger has been Chief Accounting Officer of our company since September 2004 and Vice President-Finance of our company since August 2004. He has been Chief Accounting Officer of Las Vegas Sands Opco since September 2004, and Vice President—Finance of Las Vegas Sands Opco since February 1997. Mr. Miltenberger is a certified public accountant.

Charles D. Forman has been a director of our company since August 2004. He has been a director of Las Vegas Sands Opco since March 2004. Mr. Forman has served as Chairman and Chief Executive Officer of Centric Events Group, LLC, a trade show and conference business since 2002. From 2000 to 2002, he served as a director of a private company and participated in various private equity investments. From 1995 to 2000, he held various positions with subsidiaries of Softbank Corporation. During 2000, he was Executive Vice President of International Operations of Key3Media, Inc. From 1998 to 2000, he was Chief Legal Officer of ZD Events Inc., a tradeshow business that included COMDEX, which was the largest tradeshow in the United States in the 1990s. From 1995 to 1998, Mr. Forman was Executive Vice President, Chief Financial and Legal Officer of Softbank Comdex Inc. From 1989 to 1995, Mr. Forman was Vice President and General Counsel of Interface Group, Inc., a tradeshow and convention business that owned and operated COMDEX. Mr. Forman was in private law practice from 1972 to 1988.

Michael A. Leven has been a director of our company since August 2004. He has been a director of Las Vegas Sands Opco since May 2004. Mr. Leven has spent his entire 43-year career in the hotel industry. Mr. Leven is the founder, Chairman, Chief Executive Officer and President of U.S. Franchise Systems, Inc., which franchises the Microtel Inns & Suites, Hawthorn Suites and Best Inns & Suites hotel brands. Mr. Leven formed U.S. Franchise Systems, Inc. in 1995. From 1990 to 1995, Mr. Leven was President and Chief Operating Officer of Holiday Inns Worldwide. From 1985 to 1990, he was president of Days Inn of America. Mr. Leven serves as director of Hersha Hospitality Trust. Mr. Leven serves on many other business group boards.

James L. Purcell has been a director of our company and of Las Vegas Sands Opco since July 2004. Mr. Purcell was a partner at the law firm of Paul, Weiss, Rifkind, Wharton & Garrison from January 1964 through December 1999. Mr. Purcell has practiced law in Palm Beach, Florida, since his retirement from Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Purcell is a Director Emeritus of King's College.

Board Structure and Compensation

Our board of directors currently consists of five directors. We are planning to appoint an additional director to the board of directors who would be deemed independent under applicable federal securities laws and the listing standards of the New York Stock Exchange. Upon consummation of this offering, our board of directors will be divided into three classes of directors, designated as Class I, Class II and Class III, with the directors in each class serving staggered three-year terms. Each class will consist, as nearly as possible, of one-third of the directors constituting the entire board. Mr. will serve initially as the Class I director, Messrs. will serve initially as Class II directors and Messrs. will serve initially

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as Class III directors. At the first annual stockholders' meeting following this offering, the term of office of the Class I director will expire and the new Class I director will be elected for a full term of three years. At the second annual stockholders' meeting following this offering, the term of office of the Class II directors will expire and new Class II directors will be elected for a full term of three years. At the third annual stockholders' meeting following this offering, the term of office of the Class III directors will expire and new Class III directors will be elected for a full term of three years.

Committees

Upon consummation of this offering, our board of directors will have two standing committees: an audit committee and a compensation committee. Following the consummation of this offering, we will be a "controlled" company pursuant to the rules of the New York Stock Exchange. As a result, we are not required to have a majority of independent directors on our board of directors. We are required, however, to have an audit committee with one independent director during the 90-day period beginning on the date of effectiveness of the registration statement filed with the SEC in connection with this offering and of which this prospectus is a part. After such 90-day period and until one year from the date of effectiveness of the registration statement, we are required to have a majority of independent directors on our audit committee. Thereafter, we are required to have an audit committee comprised entirely of independent directors.

The primary purpose of the audit committee is to assist the board in monitoring the integrity of our financial statements, our independent public accounting firm's qualifications and independence, the performance of our audit function and independent auditors and our compliance with legal and regulatory requirements. Messrs. Forman, Leven and Purcell will serve on the audit committee upon consummation of this offering. Mr. Forman will serve as chairman of the audit committee. We plan to appoint an independent director to our audit committee who will replace Mr. Forman and qualify as an independent audit committee financial expert as soon as possible following the consummation of this offering, but in no event later than one year after the consummation of this offering.

The compensation committee has the authority to approve salaries and bonuses and other compensation matters for our officers. In addition, the compensation committee has the authority to approve employee benefit plans as well as administer our 1997 Fixed Stock Option Plan and our 2004 Equity Award Plan following their adoption or assumption. The compensation committee will consist of Messrs. Forman, Leven and Purcell upon consummation of this offering. Because we are a controlled company, we are not required by the rules of the New York Stock Exchange to have a compensation committee comprised entirely of independent directors.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers who serve on our board of directors or compensation committee.

Directors' Compensation

Each non-employee director will receive an annual cash retainer of $50,000 and an annual grant of restricted stock equal in value to $50,000. The restricted stock is subject to a one-year forfeiture period and may not be sold until the director retires from the board of directors. In addition, non-employee directors will receive a one-time grant of options with an aggregate value of $100,000 on the date of grant (based on the Black-Scholes Option valuation model). These options will vest at a rate of 20% of the option grant each year over five years. Both the restricted stock grants and the options will be granted to the directors pursuant to our 2004 Equity Award Plan. We will pay non-employee directors $1,500 for each meeting of the board of directors that they attend ($750 for telephonic meetings) and $1,000 for each meeting of a committee of the board of

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directors that they attend ($500 for telephonic meetings). Annual retainers will be paid to the chairperson of each committee of the board of directors as follows: $10,000 for the audit committee chairperson and $5,000 for the compensation committee chairperson. The above cash compensation may be deferred by directors into a deferred compensation plan that we will establish. Directors will also be reimbursed for expenses incurred in connection with their service as directors, including travel expenses for meeting attendance.

Executive Compensation

Summary Compensation Table

The following table sets forth certain information concerning the compensation for the last three fiscal years of those persons who were, at December 31, 2003, the Chief Executive Officer and the four other highest paid executive officers of Las Vegas Sands Opco (the "named executive officers").

	Annual Compensation			Long-Term Compensation
Name and Principal Position	Year	Salary($)	Bonus($)	Securities Underlying Options(#)	All Other Compensation($)(1)
Sheldon G. Adelson Chairman of the Board, Chief Executive Officer and Treasurer	2003 2002 2001	1,500,000 3,000,000 —	750,000 — —	— — —	— — —
William P. Weidner President and Chief Operating Officer	2003 2002 2001	1,187,648 1,139,600 1,038,462	885,980 1,972,000 200,000	— 19,960 —	31,655(2 5,712(3 5,712(3	) ) )
Bradley H. Stone Executive Vice President	2003 2002 2001	950,118 911,680 830,769	708,784 582,600 160,000	— 14,970 —	11,098(4 4,200(5 4,200(5	) ) )
Robert G. Goldstein Senior Vice President	2003 2002 2001	890,736 854,700 778,846	664,485 504,000 150,000	— 9,980 —	16,862(6 4,200(7 4,200(7	) ) )
David Friedman (8) Former Assistant to Chairman of the Board and Secretary	2003 2002 2001	500,000 496,406 415,385	200,000 400,000 80,000	— 4,990 —	3,109(9 4,421(10 4,447(11	) ) )

(1): We make matching employer contributions under the Venetian Casino Resort, LLC 401(k) Plan, a tax-qualified defined contribution plan, which is generally available to our eligible employees. In addition, group term life insurance of two times base salary up to a maximum of $250,000 in coverage is generally available to all salaried employees. Our executive officers are provided with the opportunity to use our airplane for personal use, but the officer will be deemed to have received the value of the airplane use. This value is calculated using the standard industry fare level published by the IRS.
(2): Includes a $2,322 group life insurance premium paid for the benefit of Mr. Weidner, $16,746 in value for the personal use of our airplane, $9,197 of interest forgiven on a loan to Mr. Weidner and a $3,390 matching contribution to our 401(k) plan.
(3): Includes a $2,322 group life insurance premium paid for the benefit of Mr. Weidner and a $3,390 matching contribution to our 401(k) plan.
(4): Includes a $810 group life insurance premium paid for the benefit of Mr. Stone, $6,898 of interest forgiven on a loan to Mr. Stone and a $3,390 matching contribution to our 401(k) plan.
(5): Includes a $810 group life insurance premium paid for the benefit of Mr. Stone and a $3,390 matching contribution to our 401(k) plan.
(6): Includes a $810 group life insurance premium paid for the benefit of Mr. Goldstein, $8,063 in value for the personal use of our airplane, $4,599 of interest forgiven on a loan to Mr. Goldstein and a $3,390 matching contribution to our 401(k) plan.
(7): Includes a $810 group life insurance premium paid for the benefit of Mr. Goldstein and a $3,390 matching contribution to our 401(k) plan.
(8): On March 1, 2004, Mr. Friedman resigned from his position as Assistant to Chairman of the Board and Secretary.
(9): Includes a $810 group life insurance premium paid for the benefit of Mr. Friedman, $2,300 of interest forgiven on a loan to Mr. Friedman and a $3,390 matching contribution to our 401(k) plan.
(10): Includes a $1,031 group life insurance premium paid for the benefit of Mr. Friedman and a $3,390 matching contribution to our 401(k) plan.

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(11): Includes a $1,057 group life insurance premium paid for the benefit of Mr. Friedman and a $3,390 matching contribution to our 401(k) plan.

In July 2004, we made one-time cash incentive payments to Messrs. Adelson, Weidner, Stone and Goldstein in the amounts of $30.0 million, $11.2 million, $10.2 million and $10.6 million, respectively. These incentive payments were paid to these executives for the significant value they created in connection with securing the financing of the Phase II mall and arranging for the sale of the Phase II mall.

Stock Option Grants During 2003

During 2003, options to purchase an additional 5,000 shares of common stock of Las Vegas Sands Opco were granted by the principal stockholder under the 1997 Fixed Stock Option Plan at the exercise price of $271.04 per share. All of these options were exercised.

None of these options were granted to the named executive officers.

Option Exercises and Values in 2003

None of the named executive officers exercised any options in 2003 or held any options at the end of fiscal 2003.

Employment Arrangements

Existing Employment Agreements

Messrs. Weidner, Stone and Goldstein each have entered into employment agreements with us through December 31, 2005, with automatic one-year extension rights. Pursuant to the employment agreements, these executive officers have such powers, duties and responsibilities as are generally associated with their offices, as may be modified or assigned by our Chairman of the board of directors (or our President, in the case of Mr. Stone) and subject to the supervision of the board of directors (and the President, in the case of Mr. Stone). During the terms of their employment, these officers may not engage in any other business or professional pursuit unless consented to by us in writing.

Messrs. Weidner, Stone and Goldstein currently receive annual base salaries of $1,237,350, $989,880 and $928,031 respectively and annual bonuses based upon certain performance-based criteria. Their base salaries are increased annually by 4%. These officers are also entitled to receive other employee benefits.

In the event of a termination of employment for cause, voluntary termination by any of these executive officers or similar circumstances set forth in the employment agreements, all salary and benefits immediately cease (subject to any requirements of law) for the executive officer. In the event of a termination caused by a breach of the employment agreements by us, or similar circumstances set forth in the agreements, we are obligated to pay to the executive officer his salary for the rest of the term of his employment agreement. If the executive officer becomes employed elsewhere, we are obligated to pay the difference, if any, in the income earned in such other employment and the salary payable under his employment agreement with us.

In the case of a disability termination, we will continue to pay salary, less any applicable disability insurance payments, for a period six months following the date of termination. See "Certain Relationships and Related Party Transactions—Stock Option and Other Loans" and descriptions of our stock option plans for other rights of these executive officers following a termination of employment. The employment agreements may not be amended, changed or modified except by a written document signed by each of the parties.

Each of the existing employment agreements with Messrs. Weidner, Stone and Goldstein described above will be superseded on the later of January 1, 2005 and the consummation of the offering, at which time the employment agreements described below will become effective.

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New Employment Agreements

Employment Agreements with Messrs. Weidner, Stone, Goldstein and Henry. We expect that Messrs. Weidner, Stone and Goldstein each will enter into employment agreements with Las Vegas Sands Opco and Las Vegas Sands Corp. for a five-year term, commencing as of the consummation of this offering, with automatic one-year extension rights. Mr. Henry will enter into an employment agreement with Las Vegas Sands Corp. and Las Vegas Sands Opco for a three-year term commencing as of September 13, 2004, with automatic one-year extension rights.

Pursuant to the employment agreements, these executive officers will have such powers, duties and responsibilities as are generally associated with their offices, as may be modified or assigned by our chief executive officer and the board of directors and subject to the supervision of our chief executive officer and the board of directors.

Messrs. Weidner, Stone, Goldstein and Henry will receive annual base salaries of $1,000,000, $1,000,000, $965,000, and $500,000 respectively. It is currently anticipated that these executive officers will receive:

•: annual bonuses (in the form of both a base bonus and annual supplemental bonus) based on the attainment of certain performance targets pursuant to the Executive Cash Incentive Plan (as described below); and
•: annual grants of options and, subject to the attainment of certain performance targets, restricted stock awards, pursuant, in each case, to our 2004 Equity Award Plan (as described below).

These executive officers will also be entitled to receive other employee benefits.

In the event of a termination of the employment of one of these executive officers for cause (as defined in the applicable employment agreement) or a voluntary termination by the executive officer (other than for good reason), all salary and benefits for the executive officer will immediately cease (subject to any requirements of law).

In the event of a termination of the employment of one of these executive officers by us without cause or a voluntary termination by the executive officer for good reason (as defined in the applicable employment agreement) other than during the two year period following a change in control (as defined in the 2004 Equity Award Plan), we will be obligated to pay or provide the executive officer with:

•: his salary and base bonus for the rest of the term of his employment agreement (if the officer becomes employed elsewhere, we are obligated to pay the difference, if any, between 50% of the salary and bonus compensation earned in such other employment and the salary and base bonus payable under his employment agreement with us);
•: a pro rata annual supplemental bonus at the time the bonus would normally be paid;
•: full vesting of all unvested options and restricted stock outstanding on the date of termination; and
•: continued health and welfare benefits for the remainder of the term of the employment agreement (or, if earlier, until the executive officer receives health and welfare coverage with a subsequent employer).

In the event of a termination of the employment of one of these executive officers by us without cause or a termination by the executive officer for good reason within the two-year period following a change in control, we will be obligated to pay or provide the executive officer with:

•: a lump sum payment of two times his salary plus base bonus for the year of termination;
•: full vesting of all unvested options and restricted stock awards outstanding on the date of termination;
•: a pro rata annual supplemental bonus for the year of termination; and

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•: continued health and welfare benefits for two years following termination (or, if earlier, until the executive officer receives health and welfare coverage with a subsequent employer).

In the case of a termination of the employment of one of these executive officers due to his death or disability (as defined in the applicable employment agreement), the executive officer will be entitled to receive:

•: continued payments of salary and base bonus, less any applicable disability short term insurance payments, for a period of twelve months following the date of termination;
•: accelerated vesting of options and restricted stock awards such that all such options and awards that would have vested during the twelve month period following the date of termination will become vested as of the date of termination; and
•: a pro rata annual supplemental bonus payable at the time the bonus would normally be paid.

If one of these executive officers terminates employment on or after the last day of a fiscal year but before the actual grant date of the restricted stock award for that fiscal year, he will be granted a fully vested award for that fiscal year on the date the award would have otherwise been made (and subject to the applicable performance target being achieved) equal to the number of shares he would have been awarded multiplied by the following applicable percentage:

•: 0% if the termination was for cause or a voluntary termination (other than for good reason or retirement);
•: 25% if the termination was due to death or disability; and
•: 100% if the termination is by us without cause or by the executive for good reason or due to retirement.

For additional information regarding the executive officer's rights following termination, see "Certain Relationships and Related Party Transactions—Stock Option and Other Loans." The employment agreements may not be amended, changed or modified except by a written document signed by each of the parties.

Employment Agreement with Mr. Adelson. Mr. Adelson will enter into an employment agreement with Las Vegas Sands Corp. and Las Vegas Sands Opco for a five-year term, commencing as of the consummation of this offering, with automatic one-year extension rights. Pursuant to his employment agreement, Mr. Adelson has such powers, duties and responsibilities as are generally associated with the position of chief executive officer, as may be modified or assigned by our board of directors and subject to the supervision of our board of directors. Mr. Adelson shall also serve as the Chairman of the board of directors of both Las Vegas Sands Corp. and Las Vegas Sands Opco during the term of his employment agreement except under specific circumstances.

Mr. Adelson will receive an annual base salary of $1,000,000. It is currently anticipated that Mr. Adelson will receive:

•: annual bonuses (in the form of both a base bonus and annual supplemental bonus) based on the attainment of certain performance targets pursuant to our Executive Cash Incentive Plan; and
•: annual grants of options and, subject to the attainment of certain performance targets, restricted stock awards, in each case, pursuant to our 2004 Equity Award Plan.

Mr. Adelson is also entitled to receive other employee benefits.

In the event of a termination of Mr. Adelson's employment by us for cause (as defined in his employment agreement) or due to a voluntary termination by Mr. Adelson (other than a voluntary

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termination by Mr. Adelson during the one year period following a change in control), all salary and benefits for Mr. Adelson will immediately cease (subject to any requirements of law).

In the event of a termination of Mr. Adelson's employment by us without cause or a termination by Mr. Adelson for good reason (as defined in his employment agreement) other than during the two year period following a change in control, we will be obligated to pay or provide Mr. Adelson with:

•: his salary and base bonus for the rest of the term of his employment agreement (if Mr. Adelson becomes employed elsewhere, we are obligated to pay the difference, if any, between 50% of the salary and bonus compensation earned in such other employment and the salary and base bonus payable under his employment agreement with us);
•: a pro rata annual supplemental bonus at the time the bonus would normally be paid;
•: full vesting of all unvested options and restricted stock awards outstanding on the date of termination; and
•: continued health and welfare benefits for the remainder of the term of the employment agreement (or, if earlier, until Mr. Adelson receives health and welfare coverage with a subsequent employer).

In the event of a termination of Mr. Adelson's employment by us without cause or a termination by Mr. Adelson for good reason within the two-year period following a change in control or a voluntary termination by Mr. Adelson at any time during the one-year period following a change in control, we will be obligated to pay or provide Mr. Adelson with:

•: a lump sum payment of two times his salary plus base bonus for the year of termination;
•: full vesting of all unvested options and restricted stock awards outstanding on the date of termination;
•: a pro rata annual supplemental bonus for the year of termination; and
•: continued health and welfare benefits for two years following termination (or, if earlier, until Mr. Adelson receives health and welfare coverage with a subsequent employer).

In the case of a termination of Mr. Adelson's employment due to his death or disability (as defined in his employment agreement), Mr. Adelson would be entitled to receive:

•: continued payment of his salary, less any applicable short term disability insurance payments, for a period of twelve months following the date of termination;
•: accelerated vesting of unvested options and restricted stock awards such that all such options and awards that would have vested during the twelve month period following the date of termination will become vested as of the date of termination; and
•: a pro rata annual supplemental bonus payable at the time the bonus would normally be paid.

If Mr. Adelson terminates employment on or after the last day of a fiscal year but before the actual grant date of the restricted stock award for that fiscal year, he will be granted a fully vested award for that fiscal year on the date the award would have otherwise been made (and subject to the applicable performance target being achieved) equal to the number of shares he would have been awarded multiplied by the following applicable percentage:

•: 0% if the termination was for cause or a voluntary termination (other than for good reason, retirement or a voluntary termination during the one year period following a change in control);
•: 25% if the termination was due to death or disability; and

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•: 100% if the termination is by us without cause or by Mr. Adelson for good reason, due to retirement or a voluntary termination during the one year period following a change in control.

Las Vegas Sands Opco 1997 Fixed Stock Option Plan

The Las Vegas Sands Opco 1997 Fixed Stock Option Plan (the "1997 Plan") provides for 75,000 shares of common stock of Las Vegas Sands Opco to be reserved for issuance to officers and other key employees or consultants of our company or any of our Affiliates or Subsidiaries (each as defined in the 1997 Plan) pursuant to options granted under the 1997 Plan. We will assume the 1997 Plan and options awarded under the 1997 Plan will be converted into options to purchase shares of our common stock prior to the consummation of this offering. Until the consummation of this offering, the issuance of shares of common stock in connection with the exercise of these options is subject to approval by the Nevada Gaming Authorities. The purpose of the 1997 Plan is to promote the interest of our company and our principal stockholder by (1) attracting and retaining exceptional officers and other key employees and consultants to our company and our affiliates and subsidiaries and (2) enabling such individuals to participate in the long term growth and financial success of our company. The board of directors has the authority to determine the participants to whom options are granted, the number of shares covered by each option or any repurchase or other disposition of shares thereunder, the exercise price therefore, and the conditions and limitations applicable to the exercise of the option. The board of directors is authorized to make adjustments in the terms and conditions of, and the criteria included in, options, in the case of certain unusual or nonrecurring events, whenever the board of directors determines that such adjustments are appropriate in order to prevent dilution or enlargement of benefits or potential benefits under the 1997 Plan. In the event of any "acceleration event" (as defined in the 1997 Plan), any outstanding options then held by the participants which are unexercisable or otherwise unvested, will automatically become fully vested and shall be exercisable pursuant to the applicable award agreement.

The board of directors may amend, alter, suspend, discontinue or terminate the 1997 Plan or any portion thereof at any time, provided that any such action may not be taken without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the 1997 Plan and provided that any such amendment, alteration, suspension, discontinuance or termination that would impair the rights of any holder of an option already granted will not be effective without the holder's consent.

The 1997 Plan provides that the principal stockholder may, at any time, assume the 1997 Plan or certain obligations under the 1997 Plan, in which case the principal stockholder will have all the rights, powers, and responsibilities granted to us or the board of directors under the 1997 Plan with respect to such assumed obligations. The principal stockholder assumed Las Vegas Sands Opco's obligations under the 1997 Plan to sell shares to optionees upon the exercise of their options with respect to options granted prior to July 15, 2004. Las Vegas Sands Opco is responsible for all other obligations under the 1997 Plan. In connection with this offering, we will assume all of the obligations of Las Vegas Sands Opco and Mr. Adelson under the 1997 Plan (other than the obligation of Mr. Adelson to issue 3,700 shares under options granted prior to July 15, 2004). See "Certain Relationships and Related Party Transactions—Stock Option and Other Loans."

2004 Awards under the 1997 Plan. On July 30, 2004, fully vested options to purchase an additional 11,474 shares of common stock of Las Vegas Sands Opco were granted by the board of directors under the 1997 Plan at an exercise price of $1,500 per share. Each of these options may only be exercised by the delivery of cash or check, or its equivalent. Messrs. Weidner, Stone, Goldstein and another officer received options to purchase 3,544, 2,658, 1,772 and 3,500, respectively, shares of Las Vegas Sands Opco common stock. On August 2, 2004, Mr. Weidner exercised all of the options granted to him. On August 2, 2004, Mr. Stone exercised options granted

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to him to acquire 1,329 shares of Las Vegas Sands Opco common stock. On August 2, 2004, Mr. Goldstein exercised options granted to him to purchase 886 shares of Las Vegas Sands Opco common stock.

We intend to file a registration statement under the Securities Act to register the shares of common stock issuable upon the exercise of outstanding options under the 1997 Plan (other than options with respect to which the principal stockholder assumed our obligations to issue shares) and the resale of shares of common stock previously issued upon exercise of options granted under the 1997 Plan. We do not intend to grant any additional options under the 1997 Plan following the consummation of this offering.

Las Vegas Sands Corp. 2004 Equity Award Plan

Prior to the consummation of this offering, we expect to adopt the Las Vegas Sands Corp. 2004 Equity Award Plan (the "2004 Plan") for grants of our common stock to be made to participants immediately prior to and following the consummation of this offering. The purpose of our 2004 Plan is to give us a competitive edge in attracting, retaining and motivating employees, directors and consultants and to provide us with a stock plan providing incentives directly related to increases in our stockholder value.

Administration. Our compensation committee will administer our 2004 Plan. Except in the case of awards to non-employee directors which will be administered by our board of directors, the compensation committee will have the authority to determine the terms and conditions of any agreements evidencing any awards granted under our 2004 Plan, and to adopt, alter and repeal rules, guidelines and practices relating to our 2004 Plan. Our compensation committee will have full discretion to administer and interpret the 2004 Plan, to adopt such rules, regulations and procedures as it deems necessary or advisable and to determine among other things the time or times at which the awards may be exercised and whether and under what circumstances an award may be exercised.

Eligibility. Any of our, our subsidiaries' or our affiliates' employees, directors, officers or consultants will be eligible for awards under our 2004 Plan. Our compensation committee has the sole and complete authority to determine who will be granted an award under the plan (except in the case of awards to non-employee directors, which will be made by our board of directors).

Number of Shares Authorized. The 2004 Plan provides for an aggregate of shares of our common stock to be available for awards. No more than shares of common stock may be issued in respect of incentive stock options under our 2004 Plan. No participant may be granted awards of options and stock appreciation rights with respect to more than shares of common stock in any one year. No more than shares of common stock may be granted under our 2004 Plan with respect to performance compensation awards in any one year. If any award is forfeited, or if any option terminates, expires or lapses without being exercised, shares of our common stock subject to such award will again be available for future grant. If there is any change in our corporate capitalization, the compensation committee in its sole discretion may make substitutions or adjustments to the number of shares reserved for issuance under our 2004 Plan, the number of shares covered by awards then outstanding under our 2004 Plan, the limitations on awards under our 2004 Plan, the exercise price of outstanding options and such other equitable substitution or adjustments as it may determine appropriate.

The 2004 Plan will have a term of ten years and no further awards may be granted after the expiration of the term.

Awards Available for Grant. The compensation committee may grant awards of nonqualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards or any combination of the foregoing.

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Options. The compensation committee is authorized to grant options to purchase shares of common stock that are either "qualified," meaning they satisfy the requirements of Section 422 of the Internal Revenue Code (the "Code") for incentive stock options, or "nonqualified," meaning they are not intended to satisfy the requirements of Section 422 of the Code. These options will be subject to the terms and conditions established by the compensation committee. Under the terms of our 2004 Plan, unless the compensation committee determines otherwise, the exercise price of the options will not be less than the fair market value of our common stock at the time of grant. Options granted under the 2004 Plan will be subject to such terms, including the exercise price and the conditions and timing of exercise, as may be determined by our compensation committee and specified in the applicable award agreement. The maximum term of an option granted under the 2004 Plan will be ten years from the date of grant (or five years in the case of a qualified option granted to a 10% stockholder). Payment in respect of the exercise of an option may be made in cash or by check, by surrender of unrestricted shares (at their fair market value on the date of exercise) which have been held by the participant for at least six months or have been purchased on the open market, or the compensation committee may, in its discretion and to the extent permitted by law, allow such payment to be made through a broker-assisted cashless exercise mechanism or by such other method as our compensation committee may determine to be appropriate.

Stock Appreciation Rights. Our compensation committee is authorized to award stock appreciation rights (referred to in this prospectus as SARs) under the 2004 Plan. SARs will be subject to the terms and conditions established by the compensation committee. A SAR is a contractual right that allows a participant to receive, either in the form of cash, shares or any combination of cash and shares, the appreciation, if any, in the value of a share over a certain period of time. An option granted under the 2004 Plan may include SARs. SARs may also be awarded to a participant independent of the grant of an option. SARs granted in connection with an option shall be subject to terms similar to the option corresponding to such SARs. The terms of the SARs shall be subject to terms established by the compensation committee and reflected in the award agreement.

Restricted Stock. Our compensation committee is authorized to award restricted stock under the 2004 Plan. Awards of restricted stock will be subject to the terms and conditions established by the compensation committee. Restricted stock is common stock that generally is non-transferable and is subject to other restrictions determined by the compensation committee for a specified period. Unless the compensation committee determines otherwise, or specifies otherwise in an award agreement, if the participant terminates employment during the restricted period, then any unvested restricted stock is forfeited.

Restricted Stock Unit Awards. Our compensation committee is authorized to award restricted stock units. Restricted stock unit awards will be subject to the terms and conditions established by the compensation committee. Unless the compensation committee determines otherwise, or specifies otherwise in an award agreement, if the participant terminates employment or services during the period of time over which all or a portion of the units are to be earned, then any unvested units will be forfeited. At the election of the compensation committee, the participant will receive a number of shares of common stock equal to the number of units earned or, if specifically permitted in the applicable award agreement, an amount in cash equal to the fair market value of that number of shares, at the expiration of the period over which the units are to be earned, or at a later date selected by the compensation committee.

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Stock Bonus Awards. Our compensation committee is authorized to grant awards of unrestricted shares, either alone or in tandem with other awards, under such terms and conditions as the compensation committee may determine.

Performance Compensation Awards. The compensation committee may grant any award under the 2004 Plan in the form of a performance compensation award by conditioning the vesting of the award on the satisfaction of certain performance goals. The committee may establish these performance goals with reference to one or more of the following:

•: net earnings or net income (before or after taxes);
•: basic or diluted earnings per share (before or after taxes);
•: net revenue or net revenue growth;
•: gross profit or gross profit growth;
•: net operating profit (before or after taxes);
•: return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales);
•: cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);
•: earnings before or after taxes, interest, depreciation, amortization and/or rents;
•: gross or operating margins;
•: productivity ratios;
•: share price (including, but not limited to, growth measures and total stockholder return);
•: expense targets;
•: margins;
•: operating efficiency;
•: objective measures of customer satisfaction;
•: working capital targets;
•: measures of economic value added; and
•: inventory control.

Non-Employee Director Awards. Under our 2004 Plan, our non-employee directors receive automatic awards of options and restricted stock. See "Management — Directors' Compensation."

Transferability. Each award may be exercised during the participant's lifetime only by the participant or, if permissible under applicable law, by the participant's guardian or legal representative, and may not be otherwise transferred or encumbered by a participant other than by will or by the laws of descent and distribution.

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Amendment. Our 2004 Plan will have a term of ten years. Our board of directors may amend, suspend or terminate our 2004 Plan at any time; however, stockholder approval may be necessary if the law so requires. No amendment, suspension or termination will impair the rights of any participant or recipient of any award without the consent of the participant or recipient.

Change in Control. In the event of a change in control (as defined in the 2004 Plan), all outstanding options and equity (other than performance compensation awards) issued under the 2004 Plan shall fully vest and performance compensation awards shall vest, as determined by the compensation committee, based on the level of attainment of the performance goals. The compensation committee may, in its discretion, cancel outstanding awards and pay the value of the awards to the participants in connection with a change in control.

U.S. Federal Income Tax Consequences.

The following is a general summary of the material U.S. federal income tax consequences of the grant and exercise of awards under the 2004 Plan and the 1997 Plan and the disposition of shares purchased pursuant to the exercise of such awards and is intended to reflect the current provisions of the Code and the regulations thereunder. This summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local and payroll tax considerations. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant.

Options. The Code requires that, for treatment of an option as an "incentive stock option," shares of our common stock acquired through the exercise of an incentive stock option cannot be disposed of before the later of (i) two years from the date of grant of the option, or (ii) one year from the date of exercise. Holders of incentive stock options will generally incur no federal income tax liability at the time of grant or upon exercise of those options. However, the spread at exercise will be an "item of tax preference" which may give rise to "alternative minimum tax" liability for the taxable year in which the exercise occurs. If the holder does not dispose of the shares before two years following the date of grant and one year following the date of exercise, the difference between the exercise price and the amount realized upon disposition of the shares will constitute long term capital gain or loss, as the case may be. Assuming both holding periods are satisfied, no deduction will be allowed to us for federal income tax purposes in connection with the grant or exercise of the incentive stock option. If, within two years following the date of grant or within one year following the date of exercise, the holder of shares acquired through the exercise of a incentive stock option disposes of those shares, the participant will generally realize taxable compensation at the time of such disposition equal to the difference between the exercise price and the lesser of the fair market value of the share on the date of exercise or the amount realized on the subsequent disposition of the shares, and that amount will generally be deductible by us for federal income tax purposes, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those Sections. Finally, if an option that would otherwise be an incentive stock option becomes first exercisable in any one year for shares having an aggregate value in excess of $100,000 (based on the grant date value), the portion of the incentive stock option in respect of those excess shares will be treated as a non-qualified stock option for federal income tax purposes. No income will be realized by a participant upon grant of a non-qualified stock option. Upon the exercise of a non-qualified stock option, the participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the underlying exercised shares over the option exercise price paid at the time of exercise. We will be able to deduct this same amount for

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U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Restricted Stock. A participant will not be subject to tax upon the grant of an award of restricted stock unless the participant otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. On the date an award of restricted stock becomes transferable or is no longer subject to a substantial risk of forfeiture, the participant will have taxable compensation equal to the difference between the fair market value of the shares on that date over the amount the participant paid for such shares, if any, unless the participant made an election under Section 83(b) of the Code to be taxed at the time of grant. If the participant made an election under Section 83(b), the participant will have taxable compensation at the time of grant equal to the difference between the fair market value of the shares on the date of grant over the amount the participant paid for such shares, if any. Special rules apply to the receipt and disposition of restricted shares received by officers and directors who are subject to Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). We will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Restricted Stock Units. A participant will not be subject to tax upon the grant of a restricted stock unit award. Rather, upon the delivery of shares or cash pursuant to a restricted stock unit award, the participant will have taxable compensation equal to the fair market value of the number of shares (or the amount of cash) he actually receives with respect to the award. We will be able to deduct the amount of taxable compensation to the participant for U.S. federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Section 162(m). In general, Section 162(m) of the Code denies a publicly held corporation a deduction for U.S. federal income tax purposes for compensation in excess of $1,000,000 per year per person to its chief executive officer and the four other officers whose compensation is disclosed in its proxy statement, subject to certain exceptions. The 2004 Plan is intended to satisfy either an exception or applicable transitional rule requirements with respect to grants of options to covered employees. In addition, the 2004 Plan is designed to permit certain awards of restricted stock units and other awards to be awarded as performance compensation awards intended to qualify under either the "performance-based compensation" exception to Section 162(m) of the Code or applicable transitional rule requirements.

We intend to file a registration statement under the Securities Act to register the shares of common stock issuable upon the exercise of outstanding options under the 2004 Plan.

Executive Cash Incentive Plan

Prior to the consummation of this offering, we expect the board of directors and the compensation committee of Las Vegas Sands Opco to adopt and approve the Las Vegas Sands, Inc. Executive Cash Incentive Plan, effective as of January 1, 2005.

Purpose. The purpose of our incentive plan is to establish a program of annual incentive compensation awards for designated officers and other key executives of our company and our subsidiaries and divisions, that is directly related to our performance results and to ensure that bonus payments made to our named executive officers will be tax deductible to us under either the "performance-based compensation" exception to Section 162(m) of the Code or transitional rules applicable following an initial public offering.

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Administration. The incentive plan is administered by the Las Vegas Sands Opco compensation committee, which is selected by the Las Vegas Sands Opco board of directors and is comprised of two or more members of the board, each of whom is required to be an "outside director" within the meaning of Section 162(m) of the Code. The compensation committee has all the authority that may be necessary or helpful to enable it to discharge its responsibilities with respect to the incentive plan, including authority to determine eligibility for participation, establish the maximum award that may be earned by each participant, which may be expressed in terms of dollar amount, percentage of salary or any other measurement, establish goals for each participant, calculate and determine each participant's level of attainment of these goals and calculate an award for each participant based upon the level of attainment. Except as otherwise specifically limited in our incentive plan, the compensation committee has full power and authority to construe, interpret and administer the incentive plan.

Eligibility. The incentive plan provides that the compensation committee will designate the officers and other key executives who will be eligible for awards for the "performance period" during which performance is measured. A performance period is our fiscal year, which is currently the calendar year.

Bonus Awards and Performance Goals. The compensation committee will establish for each performance period a maximum award, and, if the compensation committee so determines, a target and/or threshold award, and goals relating to Las Vegas Sands Opco and/or its subsidiaries', divisions', departments', and/or functional performance for each participant, or "performance goals." The compensation committee will communicate these performance goals to each participant prior to or during the applicable performance period. Participants will earn awards only upon the attainment of the applicable performance goals during the applicable performance period, as and to the extent established by our compensation committee.

The performance goals for participants will be based on attainment of specific levels of our performance and/or the performance of our subsidiaries, divisions or departments, as applicable, with reference to one or more of the following performance criteria:

•: net earnings or net income (before or after taxes);
•: basic or diluted earnings per share (before or after taxes);
•: net revenue or net revenue growth;
•: gross profit or gross profit growth;
•: net operating profit (before or after taxes);
•: return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales);
•: cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);
•: earnings before or after taxes, interest, depreciation, amortization and/or rents;
•: gross or operating margins;
•: productivity ratios;
•: share price (including, but not limited to, growth measures and total stockholder return);

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•: expense targets;
•: margins;
•: operating efficiency;
•: objective measures of customer satisfaction;
•: working capital targets;
•: measures of economic value added; and
•: inventory control.

As soon as practicable following the end of the applicable performance period, the compensation committee will certify the attainment of the performance goals and will calculate the award, if any, payable to each participant. Bonus awards will be paid in a lump sum cash payment as soon as practicable following the determination of the applicable amount by our compensation committee. The compensation committee retains the right to reduce any award, in its sole discretion. The maximum amount payable to a participant in respect of an annual bonus award that is intended to qualify for the "performance-based compensation" exception to Section 162(m) of the Code is $ million.

Termination or Amendment of Plan. The compensation committee may amend, suspend or terminate our incentive plan at any time, provided that no amendment may be made without the approval of stockholders if the effect of any amendment would be to cause outstanding or pending awards that are intended to qualify for the "performance-based compensation" exception to Section 162(m) of the Code to cease to qualify for this exception.

Supplemental Executive Retirement Plan

Prior to the consummation of this offering, we expect the board of directors and the compensation committee of Las Vegas Sands Opco to adopt and approve the Las Vegas Sands, Inc. Supplemental Executive Retirement Plan, or SERP, effective as of January 1, 2005 to provide benefits to a select group of management or highly paid employees to be selected by Las Vegas Sands Opco's compensation committee. No employees have yet been designated as eligible to participate in the SERP. The key features of the SERP are as follows:

The SERP pays a monthly benefit for the life of the participant, with guaranteed payments for fifteen years. Alternatively, a participant may elect to receive the actuarial equivalent of his benefit in a lump sum. In general, the SERP will pay a monthly benefit based on the participant's years of participation and average compensation. The formula is an average of a participant's last five years of compensation, divided by twelve and multiplied by an annual accrual rate of 3% based on years of participation in the SERP, and set forth fully in the SERP. Payments that begin before age 65 are actuarially reduced for early commencement.

Participants vest in their benefit 20% a year over five years and fully vest on a change in control. Participants whose employment terminates for cause (as defined in our SERP) forfeit their benefits under the SERP.

Payments will typically begin when a participant is at least 55 years old and six months have passed after the participant's employment with us terminates. The SERP permits early distribution on disability. The benefit of a participant who dies during employment will be paid to his beneficiary in a single lump sum, actuarially reduced to reflect the time, if any, the payment is made before the participant's 55th birthday. Any remaining benefits for participants who died while receiving payments will be paid in an actuarially equivalent lump sum.

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Deferred Compensation Plan

Prior to the consummation of this offering, we expect the board of directors and the compensation committee of Las Vegas Sands Opco to adopt and approve the Las Vegas Sands, Inc. Deferred Compensation Plan, effective as of January 1, 2005, to provide benefits to non-employee directors and a select group of management or highly paid employees to be selected by the Las Vegas Sands Opco compensation committee. All non-employee directors are eligible to participate in the Deferred Compensation Plan. At this time, no employees have been designated as eligible to participate in the Deferred Compensation Plan. The key features of the Deferred Compensation Plan are as follows:

The Deferred Compensation Plan allows participating employees to defer payment of their base salary and/or bonus and non-employee directors to defer payment of director fees. With respect to each calendar year, a participating employee may elect to defer up to 75% of his base salary and 100% of his bonus, subject to a minimum deferral of $5,000 in the aggregate. Non-employee directors may defer 100% of their annual director fees (with no required minimum deferral). All amounts deferred are credited to the participant's deferral account under the Deferred Compensation Plan. In addition, we may make contributions to the Deferred Compensation Plan on behalf of a participant, which contributions are credited to the participant's company contribution account under the Deferred Compensation Plan. Any contributions we make may be subject to vesting requirements. All amounts credited to a participant's accounts under the Deferred Compensation Plan are deemed to be invested in one or more measurement funds selected by the participant, which funds reflect rates of return under mutual funds selected by the compensation committee.

Participants become fully vested in their company contribution accounts in the event of a change in control (as defined in the Deferred Compensation Plan), except as otherwise provided in the Deferred Compensation Plan. A participant's company contribution account will also vest upon the participant's death or his retirement or disability (each as defined in the Deferred Compensation Plan). Participants are at all times fully vested in their deferral accounts.

Amounts deferred under the Deferred Compensation Plan will be distributed on a date elected by the participant, upon a change in control (if the participant so elects) or upon the participant's death, retirement, disability, or termination of employment (as defined in the Deferred Compensation Plan). Limited distributions may also be made on account of an unforeseeable financial emergency (as defined in the Deferred Compensation Plan). A participant may elect to receive a distribution upon retirement in either a lump sum or in up to 20 annual installments. All other distributions from the Deferred Compensation Plan must be made as lump sum payments.

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PRINCIPAL STOCKHOLDERS

Beneficial Ownership of Our Common Stock

The following table sets forth information as of October 1, 2004, as to the beneficial ownership of shares of common stock of Las Vegas Sands Opco and, after giving effect to this offering, the beneficial ownership of our common stock, in each case, by:

•: each person known to us to be the beneficial owner of more than 5% of our common stock;
•: each named executive officer;
•: each of our directors; and
•: all of our executive officers and directors as a group.

The outstanding shares of Las Vegas Sands Opco common stock will be converted into shares of our common stock in connection with the holding company merger. Also, outstanding options to purchase shares of Las Vegas Sands Opco common stock will be converted into options to purchase our common stock.

	Beneficial Ownership Prior to the Offering(1)			Beneficial Ownership After the Offering(1)
Name of Beneficial Owner(2)	Shares	Percent (%)		Shares	Percent (%)
Sheldon G. Adelson(3)(4)(5)(6)	857,733	69.8	%
Sheldon G. Adelson 2002 Two Year LVSI Annuity Trust(4)	157,015	12.8	%
Sheldon G. Adelson 2002 Four Year LVSI Annuity Trust(5)	114,302	9.3	%
Sheldon G. Adelson 2004 Two Year Annuity Trust(6)	29,620	2.4	%
William P. Weidner(7)	13,524	1.1	%
Irrevocable Trust of William P. Weidner(8)	9,980	*
Bradley H. Stone(8)(9)	17,628	1.4	%
Robert G. Goldstein(10)	11,752	1.0	%
David Friedman(11)	4,990	*
Charles D. Forman(4)(5)(6)	2,500	*
Michael A. Leven	—	—
James L. Purcell	—	—
All executive officers and the directors of our company as a group(11)(12)	1,219,844	99.5	%

*: Less than 1%.
(1): For purposes of this table, information as to the percentage of shares beneficially owned is calculated based on 1,228,344 shares of common stock outstanding on October 1, 2004. A person is deemed to be a "beneficial owner" of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person's ownership percentage, but not for purposes of computing any other person's percentage. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of such securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the beneficial owners has, to our knowledge, the sole voting and investment power with respect to the indicated shares of common stock.

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(2): The address of each person named in this table is c/o Las Vegas Sands Opco, 3355 Las Vegas Boulevard South, Las Vegas, NV 89109.
(3): This amount includes 3,700 shares that may be purchased from Mr. Adelson upon exercise of options granted by Mr. Adelson to two of our employees under the 1997 Plan. See "Management—Las Vegas Sands Opco 1997 Fixed Stock Option Plan." This amount excludes 300,937 shares that Mr. Adelson transferred to various family trusts established by Mr. Adelson and over which he has sole dispositive but no voting control.
(4): Mr. Adelson and Mr. Forman may each be deemed to beneficially own the 157,015 shares held by the Sheldon G. Adelson 2002 Two Year LVSI Annuity Trust as a trustee of the trust. Mr. Adelson has sole dispositive control over the shares in the trust. Mr. Forman has sole voting control over the shares in the trust. Mr. Forman disclaims such beneficial ownership and this prospectus shall not be deemed an admission that Mr. Forman is a beneficial owner of such shares for purposes of the Securities Exchange Act of 1934.
(5): Mr. Adelson and Mr. Forman may each be deemed to beneficially own the 114,302 shares held by the Sheldon G. Adelson 2002 Four Year LVSI Annuity Trust as a trustee of the trust. Mr. Adelson has sole dispositive control over the shares in the trust. Mr. Forman has sole voting control over the shares in the trust. Mr. Forman disclaims such beneficial ownership and this prospectus shall not be deemed an admission that Mr. Forman is a beneficial owner of such shares for purposes of the Securities Exchange Act of 1934.
(6): Mr. Adelson and Mr. Forman may each be deemed to beneficially own the 29,620 shares held by the Sheldon G. Adelson 2004 Two Year Annuity Trust as a trustee of the trust. Mr. Adelson has sole dispositive control over the shares in the trust. Mr. Forman has sole voting control over the shares in the trust. Mr. Forman disclaims such beneficial ownership and this prospectus shall not be deemed an admission that Mr. Forman is a beneficial owner of such shares for purposes of the Securities Exchange Act of 1934.
(7): This amount excludes 9,980 shares that Mr. Weidner transferred to the Irrevocable Trust of William P. Weidner and over which he has no voting or dispositive control.
(8): Mr. Stone may be deemed to beneficially own the 9,980 shares held by the Irrevocable Trust of William P. Weidner as the trustee of the trust. Mr. Stone shares voting and dispositive control over the shares in the trust with the protector of the trust, who is Mr. Weidner's wife, Lynn Hackerman Weidner. Mr. Stone disclaims such beneficial ownership, and this prospectus shall not be deemed an admission that Mr. Stone is a beneficial owner of such shares for purposes of the Securities Exchange Act of 1934.
(9): This amount includes options to purchase 1,329 shares of Las Vegas Sands Opco common stock, which are exercisable at any time.
(10): This amount includes options to purchase 886 shares of Las Vegas Sands Opco common stock, which are exercisable at any time.
(11): On March 1, 2004, Mr. Friedman resigned from his position as Assistant to the Chairman of the Board and Secretary. Mr. Friedman is included in this table only because he was a named executive officer in 2003.
(12): This amount includes options to purchase 2,215 shares of Las Vegas Sands Opco issuable by it under the 1997 Plan and which are exercisable at any time.

Certain shares of common stock held by the named executive officers (other than the principal stockholder) have been pledged as collateral for loans made by the principal stockholder in connection with the exercise of options by such named executive officers. See "Certain Relationships and Related Party Transactions—Stock Option and Other Loans."

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Reorganization Transactions

Since our management team and significant stockholders wish to have a holding company for this initial public offering, immediately prior to the closing of this offering we will acquire 100% of the capital stock of Las Vegas Sands Opco. This will be effected by merging Las Vegas Sands Opco with and into our wholly-owned subsidiary, with Las Vegas Sands Opco surviving as our operating subsidiary. In connection with the holding company merger, holders of Las Vegas Sands Opco's common stock will receive shares of our common stock for each share of Las Vegas Sands Opco common stock that they own, and we will receive all of the outstanding shares of common stock of Las Vegas Sands Opco. Options to purchase shares of common stock of Las Vegas Sands Opco will be converted into options to purchase shares of our common stock.

On July 29, 2004, Las Vegas Sands Opco acquired all of the capital stock of Interface Holding from Mr. Adelson in exchange for 220,370 shares of Las Vegas Sands Opco common stock. Interface Holding indirectly owns the Sands Expo Center and holds a redeemable preferred interest in Las Vegas Sands Opco's wholly-owned subsidiary Venetian Casino Resort, LLC. The acquisition of Interface Holding was approved by a committee of independent directors of Las Vegas Sands Opco. The acquisition consideration was the result of negotiations among Mr. Adelson, senior management and a non-employee director of Las Vegas Sands Opco. The factors used to determine the consideration paid to Mr. Adelson included:

•: an independent appraisal of the value of the Sands Expo Center;
•: the unique value the Sands Expo Center represents to the Venetian Casino Resort;
•: the aggregate liquidation preference of the preferred interest in Venetian Casino Resort, LLC at the time of acquisition;
•: the outstanding indebtedness of Interface Holding and its subsidiaries at the time of acquisition; and
•: to determine the value of the private company stock price of Las Vegas Sands Opco, the same factors as those used by Las Vegas Sands Opco to determine the exercise price of options that it granted at substantially the same time under its stock option plan.

Based upon those factors, the value of the Las Vegas Sands Opco common stock received by Mr. Adelson at the time of the acquisition was determined to be approximately $331.0 million. Immediately prior to the consummation of the Interface transactions, Interface Holding made an approximately $15.3 million distribution of cash and assets unrelated to the Sands Expo Center to Mr. Adelson. The value of these assets was excluded in determining the value of the consideration we paid to Mr. Adelson in the Interface transactions.

Following this acquisition, Las Vegas Sands Opco made an equity contribution of approximately $27.0 million to Interface Group-Nevada, the direct owner of the Sands Expo Center and a wholly-owned subsidiary of Interface Holding.

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instruments. We estimate the aggregate amount to be distributed will be approximately $ . In connection with the proposed conversion, we will enter into an indemnification agreement described below.

The table below sets forth the number of our shares of common stock to be received in the holding company merger and the estimated tax distribution amounts to be received by certain of our affiliates in connection with the proposed conversion of Las Vegas Sands Opco from a subchapter S corporation to a taxable "C" corporation (assuming an aggregate tax distribution of $ million):

Name	Las Vegas Sands Opco Shares Beneficially Owned Prior to the Offering	Estimated Tax Distribution Amount
Sheldon G. Adelson	857,733	$
Sheldon G. Adelson 2002 Two-Year LVSI Annuity Trust	157,015
Sheldon G. Adelson 2002 Four-Year LVSI Annuity Trust	114,302
Sheldon G. Adelson 2004 Two-Year Annuity Trust	29,620
William P. Weidner	13,524
Irrevocable Trust of William P. Weidner	9,980
Bradley H. Stone	17,628
Robert G. Goldstein	11,752
Charles D. Forman	2,500
Harry Miltenberger	800

Transactions with Interface Holding

Prior to our acquisition of Interface Holding, Interface Holding was owned by Mr. Adelson, our principal stockholder. The following are transactions that we had entered into with Interface Holding prior to its acquisition by us on July 29, 2004.

Redeemable Preferred Interest

Venetian Casino Resort, LLC currently has two members, Las Vegas Sands Opco and Interface Holding. Las Vegas Sands Opco is the managing member of Venetian and owns 100% of the common equity interest in Venetian. Las Vegas Sands Opco also owns 100% of Interface Holding. Interface Holding holds the redeemable preferred interest in Venetian Casino Resort, LLC. The redeemable preferred interest is non voting, not subject to mandatory redemption or redemption at the option of the holder and has a preferred return of 12%. Commencing on June 30, 2011, to the extent of the positive capital account of the holders of the redeemable preferred interest, there must be a distribution on the redeemable preferred interest. As of July 29, 2004, $133.5 million had accrued on the redeemable preferred interest and had not yet been paid. We ceased accrual of the preferred return as of July 29, 2004 and plan to retire the redeemable preferred interest upon approval by the Nevada gaming authorities.

Cooperation Agreement

Our business plan calls for each of the Venetian Casino Resort, the Congress Center, The Grand Canal Shoppes, the Sands Expo Center, the Palazzo Casino Resort and the Phase II mall to be integrally related parts of a single project. In order to establish terms for the integrated operation of these facilities, Las Vegas Sands Opco, GGP, Interface Group-Nevada, a subsidiary of Interface Holding and the owner of the Sands Expo Center, and our subsidiary Lido Casino Resort, LLC are parties to The Second Amended and Restated Reciprocal Easement, Use and Operating

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Agreement, dated as of May 17, 2004, which we refer to as the cooperation agreement. The cooperation agreement sets forth agreements among the parties regarding, among other things, encroachments, easements, operating standards, maintenance requirements, insurance requirements, casualty and condemnation, joint marketing, the construction of the Palazzo Casino Resort and the sharing of certain facilities and costs relating thereto. No payments were made among affiliates under the cooperation agreement in 2001, 2002, 2003 or for the six months ended June 30, 2004. See "Agreements Related to the Malls—Cooperation Agreement" for more information on the terms of this agreement.

Administrative Services Agreement

Pursuant to a services agreement among Las Vegas Sands Opco, certain of our subsidiaries and Interface Holding, the parties have agreed to share ratably in the costs of, and under certain circumstances provide to one another, shared services, including legal services, accounting services, insurance administration, benefits administration, travel services and such other services as each party may request of the other. In addition, under this services agreement, the parties have agreed to share ratably the costs of any shared office space. Under this services agreement, we utilized a Gulfstream III aircraft, which was operated by an affiliate of our principal stockholder. The aircraft was used primarily for the benefit of our executive officers, including our principal stockholder. We are currently in the process of entering into separate joint lease and cost sharing agreements relating to the Gulfstream III aircraft. As a result of these agreements, the use of the Gulfstream III aircraft will no longer be under this services agreement. Charge-backs to us in connection with this use were based on certain actual costs to operate the aircraft allocated in accordance with the purpose for which the aircraft is used. Total payments made or accrued by us to Interface Holding and its affiliates pursuant to this services agreement were $1.0 million in the first six months of 2004, $1.5 million in 2003, $1.3 million in 2002 and $1.3 million in 2001. In the course of providing convention services to its customers, Interface Holding or its affiliates may be required to use Venetian Casino Resort meeting space to accommodate requests by their customers. Total payments made or accrued to us from Interface Holding or its affiliates were $1.8 million in the first six months of 2004, $2.7 million in 2003, $2.7 million in 2002 and $2.5 million in 2001. We intend to assign the interest of Interface Holding in this services agreement to Interface Operations, LLC, a company controlled by our principal stockholder.

Hotel Service Agreement

Interface Group-Nevada provides audio visual services, telecommunications, electrical, janitorial and other related services to group customers of the Venetian Casino Resort. These services are provided pursuant to a contract that provides for an equal sharing of revenues after direct operating expenses. Pursuant to this contract, we received $1.8 million in the first six months of 2004, $2.7 million during 2003, $2.6 million during 2002 and $2.5 million during 2001.

Temporary Lease

On November 1, 1996, we and Interface Group-Nevada entered into a lease agreement whereby we agreed to lease approximately 5,000 square feet in the Sands Expo Center to be used as our temporary executive offices during the construction of the Venetian Casino Resort. Management believes that the lease agreement, which provides for monthly rent of $5,000 to be paid by us to Interface Group-Nevada, is at least as favorable as that which we could have obtained from an independent third party. The rent amount was determined based upon the rent per square foot of office space with comparable square footage in Las Vegas at the time. The initial term of the lease agreement expired on November 1, 1998, but we and Interface Group Nevada extended its term for a period of 5 years and 8 months, subject to additional extension for two

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consecutive terms of 1 year each. Total payments made by us to Interface Group-Nevada pursuant to the lease agreement totaled $20,000 in 2003 and $60,000 in each of 2002 and 2001. As of May 1, 2003, this lease was terminated.

Preferred Reservation System Agreement

We entered into a preferred reservation system agreement with Interface Group-Nevada that governs the booking of exposition and trade shows in the Phase IA addition meeting space and in the Sands Expo Center. The agreement provides the Sands Expo Center with the first opportunity or right of first refusal to book or host expositions and trade shows prior to such expositions and trade shows being offered to the Phase IA addition meeting space.

Registration Rights Agreement

Prior to the consummation of this offering, Messrs. Adelson, Forman, Weidner, Stone, Goldstein, Friedman and certain of our other stockholders and certain trusts that they established will enter into a registration rights agreement with us relating to the shares of common stock they hold. Subject to several exceptions, including our right to defer a demand registration under certain circumstances, Mr. Adelson and the trusts he established may require that we register for public resale under the Securities Act all shares of common stock they request be registered at any time following this offering, subject to any restrictions in the lock-up agreements with the underwriters. Mr. Adelson and the trusts may demand registrations so long as the securities being registered in each registration statement are reasonably expected to produce aggregate proceeds of $20 million or more. If we become eligible to register the sale of our securities on Form S-3 under the Securities Act, Mr. Adelson and the trusts have the right to require us to register the sale of the common stock held by them on Form S-3, subject to offering size and other restrictions.

The other stockholders that are party to this agreement will be granted piggyback registration rights on any registration for the account of Mr. Adelson or the trusts that he established. If the registration requested by the Adelson entities is in the form of a firm commitment underwritten offering, and if the underwriters of the offering determine that the number of securities to be offered would jeopardize the success of the offering, the number of shares included in the offering shall be determined as follows:

•: first, registrable securities of all of the stockholders that are party to the registration rights agreement participating in the offering, pro rata among these holders based on the number of registrable securities that they hold;
•: second, any other securities of the company requested by other stockholders to be included in such registration, pro rata among these holders based on the number of registrable securities that they hold; and
•: securities offered by us for our own account.

In addition, the stockholders that are parties to this agreement and the trusts have been granted piggyback rights on any registration for our account or the account of another stockholder. If the underwriters in an underwritten offering determine that the number of securities offered in a piggyback registration would jeopardize the success of the offering, the number of shares included in the offering shall be determined as follows:

•: all of the securities to be offered by us, in the case of a registration initiated by us, or the stockholders who have requested the registration, in the case of a stockholder initiated registration;

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•: registrable securities requested by the stockholders that are party to the registration rights agreement to be included in the offering, pro rata among the holders participating in the offering based on the number of our securities that they hold; and
•: any of our other securities requested by us or our stockholders to be included in the offering.

In connection with any registrations described above, we will indemnify the selling stockholders and bear all fees, costs and expenses (except underwriting discounts and commissions).

Tax Indemnification

In connection with the proposed conversion of Las Vegas Sands Opco from a subchapter S corporation to a taxable "C" corporation for income tax purposes, we expect to enter into an indemnification agreement pursuant to which we will agree to indemnify those of our stockholders who were stockholders of Las Vegas Sands Opco immediately prior to the proposed conversion against certain tax liabilities incurred by such stockholders as a result of (i) an adjustment with respect to Las Vegas Sands Opco's tax returns that results in an increase in such stockholders' tax liability for periods prior to the conversion so that the increased liability is greater than the amounts previously distributed to such stockholders for such periods or (ii) any adjustments with respect to estimated tax payments made during 2004 that result in an increase in such stockholders' tax liability for the applicable estimated tax periods so that the increased liability is greater than the amounts previously distributed to such stockholders for such periods.

Transactions Relating to Aircraft

Time Sharing Agreement

On June 18, 2004, we entered into an aircraft time sharing agreement with Interface Operations LLC, which is controlled by our principal stockholder. The agreement provides for our use on a time sharing basis of a Boeing Business Jet owned by an entity controlled by our principal stockholder. The agreement has a term ending on December 31, 2005, but is automatically extended by one year if neither party to the agreement has given notice of non-renewal. Either party may terminate the agreement on thirty days' notice so long as the party is not in default of the agreement. In addition, the agreement automatically terminates upon the termination of the lease between the owner of the aircraft and Interface Operations. For our use of the aircraft, we have agreed to pay Interface Operations fees equal to (1) twice the cost of the fuel, oil and other additives used, (2) all fees, including fees for landing, parking, hangar, tie-down, handling, customs, use of airways and permission for overflight, (3) all expenses for catering and in-flight entertainment materials, (4) all expenses for flight planning and weather contract services, (5) all travel expenses for pilots, flight attendants and other flight support personnel, including food, lodging and ground transportation, and (6) all communications charges, including in-flight telephone, in each of clauses (1) through (6) above, only during our use of the aircraft. In addition, we will also be responsible for all passenger ground transportation and accommodation in connection with our use of the aircraft.

Aviation Employees

Interface Employee Leasing, LLC is an entity whose employees provide aviation services for aircraft owned by us and our principal stockholder. Interface Employee Leasing was transferred in August 2004 by the principal stockholder to us for no consideration and is now our wholly-owned subsidiary. Interface Employee Leasing will charge out the cost of employees to the companies controlled by the principal stockholder in connection with services provided for aircraft owned by those companies. Charges will be based on actual costs and time attributed to the aircraft. General and administrative costs will also be allocated in a similar manner.

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Aircraft Hangar

We will enter into an agreement with our principal stockholder to acquire, for no consideration, an entity controlled by him that will build and own an aircraft hangar for our aircrafts. The purchase agreement will provide that our principal stockholder or entities controlled by him may lease a portion of the hangar for one of his aircrafts under fair market terms to be determined.

Restaurant Leases

Our principal stockholder is a partner in three entities that operate restaurants in the Venetian Casino Resort. In addition, the children and step-children of our principal stockholder owned a 50% interest in an entity that operated one restaurant in the Venetian Casino Resort, Carnevale Coffee Bar, LLC. Management believes that the terms and conditions of the leases granted by us for such restaurants are no less favorable than those negotiated with independent third parties. Valentino Las Vegas LLC and Night Market, LLC paid us $477,000, $1.1 million, $1.0 million and $1.1 million, and Positano (dba Postrio) Las Vegas LLC and Carnevale Coffee Bar LLC paid us $449,000, $1.0 million, $1.1 million and $1.1 million under those leases in the first six months of 2004, and in 2003, 2002 and 2001, respectively. We purchased the lease interest and assets of Carnevale Coffee Bar LLC during 2003 for $3.1 million, payable $625,000 during 2003 and $250,000 annually over ten years, beginning in 2004, 50% of which payments are payable to a family trust of our principal stockholder. In connection with the sale of The Grand Canal Shoppes, we leased to GGP the spaces occupied by the restaurants operated by Valentino Las Vegas LLC and Night Market, LLC, and sold to GGP the space occupied by the restaurant operated by Postrio Las Vegas LLC.

Stock Option and Other Loans

In January 2002, our principal stockholder made loans to each of Messrs. Weidner, Stone, Goldstein and Friedman to enable them to exercise options that they had been granted to purchase common stock from the principal stockholder. Each loan is evidenced by a full recourse demand promissory note with interest at the short term annual applicable federal rate (as defined in Section 7872 of the Internal Revenue Code) determined to be a market rate at the date of issuance consistent with the financial profile of the borrower, to be adjusted each January, and compounding annually. In 2004, such rate was 1.71%. Following termination of any of such borrowers' employment with us under certain circumstances, the interest rate of the loan to that person may change to our weighted average cost of capital, if greater than the rate in effect at the time of such termination. Payments of a portion of accrued interest are due each year ten days following the filing of such borrower's income tax return. Payments on the outstanding principal are payable on demand or following a sale of shares by each borrower in excess of 25% of his holdings. A loan will immediately be due upon an individual filing for bankruptcy or upon other similar actions. Each note is a full recourse loan and is collateralized by a pledge of the common stock issued to each borrower. Other than in limited circumstances, each borrower may not dispose of his shares of common stock prior to repayment of his loan. As of August 31, 2004, $5,722,747, $4,292,061, $2,861,374 and $1,430,687 was outstanding under the loans to Messrs. Weidner, Stone, Goldstein and Friedman, respectively. Mr. Friedman repaid all outstanding amounts under his loan on October 8, 2004.

In March 2004, our principal stockholder made a loan to Mr. Forman to enable him to purchase common stock from the principal stockholder. The loan was evidenced by a full recourse demand promissory note with floating interest at the applicable federal rate (as defined in Section 7872 of the Internal Revenue Code), compounding annually. In March 2004, such rate was 1.71%. Payments of a portion of accrued interest were due each year ten days following the filing of Mr. Forman's income tax return. Payments on the outstanding interest and principal were payable on demand or following a sale by Mr. Forman of the common stock. This note was collateralized by

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a pledge of the common stock issued to Mr. Forman. As of August 31, 2004, $682,814 was outstanding under the loan to Mr. Forman. Mr. Forman repaid all outstanding amounts under his loan on October 19, 2004.

Phase II Subsidiary Bank Loan Guarantee

During 2001, our principal stockholder guaranteed a $2.9 million bank loan made to architects of Lido Casino Resort, LLC, our subsidiary that owns the land upon which we are developing the Palazzo Casino Resort, to secure a trade payable owed to the architects by Lido Casino Resort, LLC. This guarantee was terminated upon repayment of the indebtedness in June 2002.

Equipment Purchases

During November 1999, our principal stockholder purchased idle construction equipment from us (tower cranes) for $2.0 million, the cost basis of the equipment, which was its estimated fair value at the time of purchase. During 2003, we repurchased the tower cranes for $0.8 million and paid our principal stockholder $1.2 million of rent for the tower cranes for use during the Phase IA addition construction period.

Tranche B Take-Out Loan and Principal Stockholder's $20.0 Million Guaranty of Tranche A Take-Out Loan

On December 20, 1999, we incurred a $105.0 million tranche A take-out loan and a $35.0 million tranche B take-out loan. These loans were secured by mortgages on The Grand Canal Shoppes assets. The principal stockholder guaranteed, on an unsecured basis, $20.0 million of indebtedness under the $105.0 million tranche A take-out loan. In addition, the sole lender under the $35.0 million tranche B take-out loan was our principal stockholder. The interest rate on the tranche B take-out loan was 14.0% and approximated our incremental subordinated debt borrowing rate, which was evidenced by the interest rate on our senior subordinated notes of 14.25% at that time. The tranche B take-out loan was deeply subordinated to the tranche A take-out loan. The tranche B take-out loan was due December 16, 2004, provided that we had an option to extend the loan until December 16, 2007. We incurred approximately $2.1 million and $5.0 million of interest expense relating to the tranche B take-out loan during 2002 and 2001, respectively. Both the tranche A take-out loan and the tranche B take-out loan were repaid and terminated and the related guaranty was terminated in connection with the refinancing transactions that occurred in June 2002.

Completion Guaranty

Our principal stockholder had extended a completion guaranty for the construction of the Venetian Casino Resort in November 1997. Our principal stockholder guaranteed, subject to certain conditions and limitations, payment of Venetian Casino Resort construction costs in excess of available funds, up to a maximum of $25.0 million (plus interest accrued on the collateral for such guaranty, as described below), provided that the cap on liability under the guaranty did not apply with respect to excess construction costs attributable to scope changes. The principal stockholder's obligations under the guaranty were collateralized by $25.0 million in cash and cash equivalents and the interest accrued thereon. On November 12, 1999, the principal stockholder made an advance to Venetian Casino Resort of approximately $23.5 million under the guaranty, which was treated as a subordinated completion guaranty loan. The completion guaranty loan was to mature on November 16, 2005 and bore interest at a rate of 14 1/4% per annum. Total interest expense accrued on the completion guarantee to our principal stockholder was approximately $1.9 million during 2002 and $4.1 million in 2001. Because the completion guaranty was given for the benefit of the lenders of our indebtedness that was repaid in the June 2002 refinancing transactions, the completion guaranty was terminated upon repayment of this indebtedness in the June 2002

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refinancing transactions, the remaining cash collateral was returned to our principal stockholder and Venetian Casino Resort repaid the completion guarantee loan in full.

Other Transactions with our Principal Stockholder and his Family

We have employed Dr. Miriam Adelson, the principal stockholder's wife, as the Director of Community Involvement since August 1990 where, in conjunction with our Government Relations Department, she oversees and facilitates our partnership with key community groups and faith-based organizations. Her annual salary is $50,000 per year.

We employed the principal stockholder's stepdaughter, who previously worked as a member of the Corporate Finance Group of a national accounting firm, as Executive Consultant for Corporate Development, and her husband, an Israeli attorney, as International Business Development Specialist, from October 2003 to August 2004, both at annualized salaries of $85,000 per year.

Based on the advice of an independent security consultant, we provide security coverage for our principal stockholder, his spouse and minor children. In 2004, the security coverage was expanded to include the principal stockholder's daughter and grandchildren, the cost of which (approximately $26,000 in the aggregate for the coverage period) was charged directly to and paid by the principal stockholder. The coverage for the benefit of our principal stockholder's daughter and grandchildren was terminated in June 2004.

We purchase amenities and other products used by hotel guests, such as robes, towels and slippers, from Deluxe Hotels Supply, LLC, an approved Venetian vendor. Deluxe Hotels Supply is owned by the principal stockholder's brother, Leonard Adelson. We purchased $935,002 of products from Deluxe Hotels Supply during 2003 and $938,058 during the six months ended June 30, 2004. Management believes that the terms and conditions of the purchases are no less favorable than those negotiated with independent third parties.

Our principal stockholder's brother, Leonard Adelson, acted as a finder in connection with securing an agreement with a laundry provider, for which he will be entitled to receive a finder's fee in an amount to be determined.

Management Loans

In April 2003, we made loans to certain executive officers of our company. Loans were made to Messrs. Weidner, Stone, Goldstein and Friedman in the amounts of $336,551, $252,412, $168,275 and $84,137, respectively. The loans bore interest at the greater of 4% per annum and an applicable short term federal rate. The loans were to mature on the earlier of December 31, 2010, the date any public offering of Las Vegas Sands Opco's shares commences pursuant to a registration statement and the date on which the borrower disposes of any of his shares of Las Vegas Sands Opco. In September 2004, each of Messrs. Weidner, Stone and Goldstein repaid their loans in full. Mr. Friedman resigned from his position as executive officer of Las Vegas Sands Opco on March 1, 2004.

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AGREEMENTS RELATING TO THE MALLS

The Grand Canal Shoppes Sale and Lease Agreement

On April 12, 2004, we entered into an agreement with GGP to sell The Grand Canal Shoppes and lease certain restaurant and other retail assets of the Venetian Casino Resort for approximately $766 million. We completed the sale of The Grand Canal Shoppes on May 17, 2004. The Grand Canal Shoppes master lease agreement provides for us to lease to GGP 19 spaces currently occupied by various retail and restaurant tenants for 89 years with annual rent of one dollar per year, and GGP has assumed our interest as landlord under the various space leases associated with these 19 spaces. In addition we will:

•: continue to be obligated to fulfill certain lease termination and asset purchase agreements;
•: lease the C2K Showroom space located within The Grand Canal Shoppes from GGP for a period of 25 years, subject to an additional 50 years of extension options, with initial fixed minimum rent of $3.3 million per year;
•: lease the gondola retail store and the canal space located within The Grand Canal Shoppes from GGP for a period of 25 years, subject to an additional 50 years of extension options, with initial fixed minimum rent of $3.5 million per year; and
•: lease certain office space from GGP for a period of 10 years, subject to an additional 65 years of extension options, with initial annual rent of $860,350.

The lease payments relating to the C2K Showroom, the canal space within The Grand Canal Shoppes and the office space from GGP are subject to automatic increases of 5% beginning on the sixth lease year and each subsequent fifth lease year.

Development Agreement

Our subsidiary, Lido Casino Resort, LLC, and GGP entered into a development agreement whereby Lido Casino Resort agreed to construct the Phase II mall, and GGP agreed to buy 100% of the membership interests in Phase II Mall Subsidiary, LLC, which will own the Phase II mall when it opens, at the price described below. Lido Casino Resort has assigned substantially all of its obligations under the development agreement to Phase II Mall Holding, LLC but has agreed to remain jointly and severally liable to GGP for all such obligations. Lido Casino Resort agreed to substantially complete construction of the Phase II mall (subject to force majeure and certain other delays) before the earlier of:

•: 36 months after the date when Lido Casino Resort receives sufficient permits to begin construction of the Phase II mall; and
•: March 1, 2008.

In the event that the Phase II mall is not substantially completed on or before the stated date, GGP is entitled to receive liquidated damages in the amount of $5,000 per day for the first six months and $10,000 per day for an additional six months after the completion deadline has passed. If substantial completion has not occurred on or before one year after the above deadline, Phase II Mall Holding, LLC and Lido Casino Resort will be jointly and severally obligated to pay GGP liquidated damages in the amount of $100 million.

In the event that Phase II Mall Holding, LLC and Lido Casino Resort complies with all of its obligations under the development agreement and GGP fails to acquire the membership interests in the entity owning the Phase II mall, Phase II Mall Holding, LLC will be entitled:

•: to sue GGP for specific performance;
•: to liquidated damages in the amount of $100 million; or
•: to purchase the interest of GGP in The Grand Canal Shoppes for (a) the lesser of (i) $766.0 million and (ii) the fair market value minus (b) $100.0 million.

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The purchase price that GGP has agreed to pay for the Phase II Mall is the greater of (i) $250.0 million and (ii) the Phase II mall's net operating income for months 19 through 30 of its operations (assuming that the rent due from all tenants in month 30 was actually due in each of months 19 through 30) divided by a capitalization rate. The capitalization rate is .06 for every dollar of net operating income up to $38 million and .08 for every dollar of net operating income above $38 million. On the date the Phase II mall opens to the public, GGP will be obligated to make an initial purchase price payment based on projected net operating income for the first 12 months of operations (but in no event less than $250 million). Every six months thereafter until the 24 month anniversary of the opening date, the required purchase price will be adjusted (up or down, but never to less than $250 million) based on projected net operating income for the upcoming 12 months. The "final" purchase price adjustment (subject to audit thereafter) will be made on the 30-month anniversary of the Phase II mall's opening date and will be based on the formula described in the first two sentences of this paragraph. For all purchase price and purchase price adjustment calculations, "net operating income" will be calculated by using the "accrual" method of accounting and, for purposes of calculating the final purchase price adjustment, by applying the base rent payable by all tenants in the last month of the applicable 12-month period to the entire 12-month period.

Disputes under the development agreement will be resolved by arbitration or an independent expert selected by the parties.

Cooperation Agreement

Our business plan calls for each of the Venetian Casino Resort, the Congress Center, The Grand Canal Shoppes, the Sands Expo Center, the Palazzo Casino Resort and the Phase II mall, though separately owned, to be integrally related components of one facility. In establishing the terms for the integrated operation of these components, the cooperation agreement sets forth agreements regarding, among other things, encroachments, easements, operating standards, maintenance requirements, insurance requirements, casualty and condemnation, joint marketing, the construction of the Palazzo Casino Resort, and the sharing of some facilities and related costs. Subject to applicable law, the cooperation agreement binds all current and future owners of the Sands Expo Center, the Venetian Casino Resort, The Grand Canal Shoppes, the Palazzo Casino Resort, the Congress Center and the Phase II mall, and has priority over the liens securing our senior secured credit facility and the mortgage notes and any liens securing any indebtedness of The Grand Canal Shoppes, the Sands Expo Center or Palazzo Casino Resort or Phase II mall. Accordingly, subject to applicable law, the obligations in the cooperation agreement will "run with the land" if any of the components change hands.

Operating Covenants

The cooperation agreement regulates certain aspects of the operation of the Sands Expo Center, The Grand Canal Shoppes and the Venetian Casino Resort. For example, under the cooperation agreement, we are obligated to operate the Venetian Casino Resort continuously and to use it exclusively in accordance with standards of first-class Las Vegas Boulevard-style hotels and casinos. We are also obligated to operate and to use the Sands Expo Center exclusively in accordance with standards of first-class convention, trade show and exposition centers. The owner of The Grand Canal Shoppes is obligated to operate The Grand Canal Shoppes exclusively in accordance with standards of first-class restaurant and retail complexes. For so long as the Venetian Casino Resort is operated in accordance with a "Venetian" theme, the owner of The Grand Canal Shoppes must operate The Grand Canal Shoppes in accordance with the overall Venetian theme.

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Maintenance and Repair

We must maintain the Venetian Casino Resort as well as some common areas and common facilities that are to be shared with The Grand Canal Shoppes. The cost of maintenance of all shared common areas and common facilities is to be shared between us and the owner of The Grand Canal Shoppes. We must also maintain, repair and restore the Sands Expo Center and certain common areas and common facilities located in the Sands Expo Center. The owner of The Grand Canal Shoppes must maintain, repair and restore The Grand Canal Shoppes and certain common areas and common facilities located in The Grand Canal Shoppes.

Insurance

We and the owner of The Grand Canal Shoppes must also maintain minimum types and levels of insurance, including property damage, general liability and business interruption insurance. The cooperation agreement establishes an insurance trustee to assist in the implementation of the insurance requirements.

Parking

The cooperation agreement also addresses issues relating to the use of the Venetian Casino Resort's parking facilities, the use of parking facilities planned in connection with the Palazzo Casino Resort and easements for access. The Venetian Casino Resort, The Grand Canal Shoppes and the Sands Expo Center may use the parking spaces in the Venetian Casino Resort's parking garage on a "first come, first served" basis, as long as each property retains use of sufficient spaces to comply with specified minimum parking standards. This means that each property shall have the right to use, at a minimum, sufficient spaces to comply with applicable laws and to conduct its business as permitted under the cooperation agreement. The Venetian Casino Resort's parking garage is owned, maintained, and operated by us, with the proportionately allocated operating costs billed to the owner of The Grand Canal Shoppes. After the completion of the parking garage to be built in connection with the Palazzo Casino Resort, the Venetian Casino Resort, The Grand Canal Shoppes, the Sands Expo Center and, when completed, the Phase II mall will have the right to use the Palazzo Casino Resort parking garage, with the operating costs proportionately allocated among each facility. Each party to the cooperation agreement has granted to the others non-exclusive easements and rights to use the roadways and walkways on each other's properties for vehicular and pedestrian access to the parking garages.

Utility Easements

All property owners have also granted each other all appropriate and necessary easement rights to utility lines servicing the Venetian Casino Resort, The Grand Canal Shoppes, the Palazzo Casino Resort and the Sands Expo Center.

Coordinated Relations with HVAC Provider

As discussed under "Description of Indebtedness and Operating Agreements—HVAC Services Agreement and Related Documents," the owners of the Venetian Casino Resort, The Grand Canal Shoppes, the Sands Expo Center and the Phase II mall have or will have separate services agreements with the HVAC provider.

Consents, Approvals and Disputes

If any current or future party to the cooperation agreement has a consent or approval right or has discretion to act or refrain from acting, the consent or approval of such party will only be granted and action will be taken or not taken only if a commercially reasonable owner would do so and such consent, approval, action or inaction would not have a material adverse effect on the property owned by such property owner. The cooperation agreement provides for the appointment of an independent

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expert to resolve some disputes between the parties, as well as for expedited arbitration for other disputes.

Sale of The Grand Canal Shoppes by GGP

Our consent is required to any sale of The Grand Canal Shoppes by GGP or the sale of certain ownership interests in The Grand Canal Shoppes by GGP until the earlier to occur of the substantial completion of the Palazzo Casino Resort and January 31, 2007. We have a right of first offer, both before and after the dates set forth in the previous sentence, in connection with a proposed sale of The Grand Canal Shoppes by GGP. We also have the right to receive notice of any default of GGP sent by its mortgagee, if any, and the right to cure such default subject to our meeting certain net worth tests.

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DESCRIPTION OF INDEBTEDNESS AND OPERATING AGREEMENTS

Indebtedness of Las Vegas Sands Opco

Senior Secured Credit Facility

Las Vegas Sands Opco and Venetian entered into a senior secured credit facility on August 20, 2004. The senior secured credit facility allows the borrowers to borrow up to $1.010 billion from Goldman Sachs Credit Partners L.P., The Bank of Nova Scotia and the other lenders thereunder. The Bank of Nova Scotia acts as the administrative and collateral agent for the lenders. The following is a summary of the principal terms of the senior secured credit facility.

Structure. The senior secured credit facility consists of (1) a $115.0 million term loan A, which is subject to an 18-month delayed draw period, (2) a $770.0 million term loan B, of which $665.0 million was funded on August 20, 2004 and the remaining $105.0 million is subject to a 6-month delayed draw period and (3) a $125.0 million revolving credit facility (with a $75.0 million subfacility for letters of credit). As of August 20, 2004, $60 million of letters of credit were outstanding, which reduced the amount available for borrowing under the revolving credit facility.

Use of Proceeds. A portion of the proceeds of the term loan B facility funded on August 20, 2004 was used to refinance our prior senior secured credit facility under which approximately $290.0 million was outstanding as of August 20, 2004 and to pay fees and expenses incurred in connection with the senior secured credit facility.

The remaining proceeds under the funded portion of the term loan B facilities, proceeds of borrowings under the term loan A and proceeds of borrowings under the delayed draw term loan B facility will be used, following the investment and use of $552.0 million of equity for such purpose, to finance a portion of the design, development, construction and pre-opening costs of the Palazzo Casino Resort.

Following the utilization of all term loan proceeds, up to $85 million (at any time outstanding) of the proceeds of borrowings under the revolving credit facility (minus the then current letter of credit usage) may be used to finance a portion of the design, development, construction and pre-opening costs of the Palazzo Casino Resort. The proceeds of borrowings under the revolving credit facility may also be used for general corporate purposes.

Guarantors. Subject to certain exceptions, each of Las Vegas Sands Opco's existing and subsequently acquired or organized U.S. subsidiaries has guaranteed the senior secured credit facility on a first-priority senior secured basis. Phase II Mall Holding, LLC, Phase II Mall Subsidiary, LLC, Interface Holding and its subsidiaries, our Macau subsidiaries and certain other subsidiaries are excluded subsidiaries and do not guarantee the loans.

Security. The obligations of the borrowers under the senior secured credit facility and the obligations of guarantors under the guarantees are secured by first priority security interests in substantially all of the borrowers' and substantially all of each guarantor's assets (other than capital stock). The collateral does not include certain furniture, fixtures and equipment that secure, or will secure, the FF&E financing arrangements entered into by the borrowers or certain subsidiaries.

Disbursement Arrangements. The provisions of the disbursement agreement described below apply to this agreement. See "Disbursement Agreement."

Maturity. The borrowers must repay in full all amounts outstanding under the term loan A facility and revolving credit facility on August 20, 2009, and all amounts outstanding under the term loan B facility on June 15, 2011 provided that, in the event that the existing $843.6 million 11% mortgage notes due 2010 co-issued by the borrowers are not repaid, deferred or refinanced in full on or prior to December 15, 2009 (with such refinancing extending the maturity date of such indebtedness to a date no earlier than August 20, 2012), then the maturity date of the term loan B facility will be December 15, 2009.

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Amortization. Commencing on January 1, 2006, the term loan A facility will amortize each year (in equal quarterly installments) in the following annual amounts (stated as a percentage of the aggregate principal amount of the term loan A facility that has been drawn):

Year	Annual Percentage of Aggregate Principal Amount
2006	10	%
2007	15	%
2008	25	%
2009	50	%

Commencing with the first full fiscal quarter after substantial completion of the Palazzo Casino Resort, the term loan B facility will amortize during each twelve-month period (in equal quarterly installments) in an amount equal to 1% of the aggregate principal amount of the term loan B facility, with the remainder due in equal quarterly installments in the final year prior to the maturity date of the term loan B facility.

No amortization is required with respect to the revolving credit facility.

Interest. All amounts outstanding under the senior secured credit facility will initially bear interest, at the borrowers' option, at a rate equal to LIBOR plus 2.50% per annum or the base rate plus 1.50% per annum .

Beginning on the first interest period occurring after the date on which the Palazzo Casino Resort and the Phase II mall are substantially completed, the applicable margin for the term loan facilities will range from LIBOR plus 2.25% to LIBOR plus 2.50%, or the base rate plus 1.25% to the base rate plus 1.50% per annum, and the applicable margin for the revolving credit facility will range from LIBOR plus 2.0% to LIBOR plus 2.50%, or the base rate plus 1.0% to the base rate plus 1.50% per annum, and such applicable margins will be determined based on the ratio of consolidated total indebtedness as of the date of the financial statements most recently delivered to the lenders to EBITDA for the four-fiscal quarter period ending on such date.

Interest on overdue amounts following an event of default shall accrue at a rate equal to the applicable interest rate on such loans plus an additional 2.0% per annum.

Optional Prepayments. The borrowers may prepay loans and reduce the amounts available to them at any time by giving prior notice thereof, in each case, without premium or penalty. However, prior to substantial completion of the Palazzo Casino Resort and the Phase II mall, voluntary prepayments or commitment reductions are only permitted so long as, after giving effect thereto, the Phase II project is "in-balance" (meaning that there are sufficient available funds to complete each of the Palazzo Casino Resort and the Phase II mall, as determined pursuant to the terms of the disbursement agreement).

Mandatory Prepayments. Our senior secured credit facility must be prepaid in an amount equal to:

•: 100% of the net after-tax cash proceeds of the sale or other disposition of any property or assets (with certain exceptions);
•: 100% of the net cash proceeds of insurance or condemnation awards paid on account of any loss of any property or assets (with certain exceptions);
•: 100% of the net cash proceeds received from the incurrence of indebtedness (other than specified items of indebtedness otherwise permitted);
•: 100% of the proceeds received from any pension plan reversion; and

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•: Any proceeds of the senior secured credit facility remaining on deposit with the disbursement agent after final completion of the Palazzo Casino Resort.

Disbursement Requirement. If, on the date that is the earlier of (a) the date that the full $552.0 million of equity required has been utilized to pay project costs of the Palazzo Casino Resort and (b) December 31, 2005, all of the conditions under the disbursement agreement to the disbursement of proceeds of the term loans for the financing of design, development, construction and pre-opening costs of the Palazzo Casino Resort have not been satisfied or waived, (i) the borrowers are required to apply the proceeds of the term loans then on deposit with the disbursement agent to prepay the loans under the senior secured credit facility, and (ii) all outstanding commitments under the term loan A and/or the term loan B delayed draw facility will be terminated.

Fees. The borrowers are required to pay the following fees under our senior secured credit facility:

•: 0.50% per annum multiplied by the daily average undrawn portion of the commitment under the revolving credit facility (reduced by the amount of the letters of credit issued and outstanding);
•: 1.50% per annum multiplied by the daily average undrawn portion of the commitments under the term loan A facility;
•: 0.75% per annum multiplied by the daily average undrawn portion of the commitments under the term loan B delayed draw facility; and
•: customary fronting fees for the letters of credit.

Financial Covenants. Our senior secured credit facility contains financial covenants that require that:

•: Las Vegas Sands Opco's consolidated leverage ratio be no greater than 7.25 to 1.0 through the last day of the fiscal quarter in which the Palazzo Casino Resort and the Phase II mall are substantially completed, and 6.75 to 1.0, 6.25 to 1.0, 5.75 to 1.0 and 5.0 to 1.0 during the six-month period that follows such fiscal quarter, the period beginning six months after and ending 12 months after such fiscal quarter, the period beginning 12 months after and ending 18 months after such fiscal quarter, and the period beginning 18 months after such fiscal quarter and ending on the maturity date, respectively;
•: Las Vegas Sands Opco's interest coverage ratio be at least 1.5 to 1.0 through the last day of the fiscal quarter in which the Palazzo Casino Resort and the Phase II mall are substantially completed, 1.75 to 1.0 during the 12-month period that follows such fiscal quarter and 2.0 to 1.0 during the period beginning 12 months after such fiscal quarter and for any period thereafter;
•: Las Vegas Sands Opco's consolidated net worth be no less than $400.0 million on September 30, 2004 and thereafter, $400.0 million plus an amount equal to 85% of consolidated net income for all periods from August 20, 2004 through the applicable quarterly measurement date; and
•: Las Vegas Sands Opco's consolidated capital expenditures (other than capital expenditures attributable to the design, development, construction and pre-opening costs of the Palazzo Casino Resort) be no greater than $80.0 million through December 31, 2004, $80.0 million from January 1, 2005 through December 31, 2005, $50.0 million during each calendar year, or portion thereof, from January 1, 2006 through the final completion of the Palazzo Casino Resort and Phase II mall, and $60.0 million during each calendar year, or portion thereof, thereafter until the maturity date (with unexpended amounts carrying over to, but only to, the next succeeding year and prorated for partial-year periods).

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Our senior secured credit facility also contains covenants including limitations with respect to the following:

•: other indebtedness;
•: liens;
•: investments;
•: guarantees;
•: restricted payments (including dividends and distributions on, and redemptions and refinancings of, capital stock and cash payments on certain other debt (other than scheduled payments));
•: mergers and acquisitions;
•: sales of assets (including equity interests in subsidiaries other than in connection with the sale of The Grand Canal Shoppes);
•: sales and lease-backs;
•: modifications to material contracts;
•: incurrence of obligation under additional material contracts;
•: formation of subsidiaries;
•: transactions with affiliates; and
•: negative pledges.

In addition, we are required to enter into satisfactory employment agreements with our senior managers by November 18, 2004.

Events of Default. Our senior secured credit facility contains events of default including the following:

•: failure to make payments when due;
•: defaults under other material agreements or instruments governing indebtedness of certain minimum amounts;
•: loss of material licenses or permits;
•: failure or inability to complete the Palazzo Casino Resort in all material respects in accordance with the definitive construction documents, in material compliance with the budget and by March 1, 2008 (subject to force majeure extension);
•: failure or inability to complete the Phase II mall in all material respects in accordance with the definitive construction documents, in material compliance with the budget and by the earlier of (a) thirty-six months after the date on which sufficient permits are received to allow Phase II Mall Subsidiary to begin construction of the Phase II mall in compliance with legal requirements and (b) March 1, 2008;
•: loss of material contracts;
•: noncompliance with covenants;
•: breaches of representations and warranties;
•: bankruptcy;
•: judgments in excess of specified amounts;
•: occurrence of ERISA defaults resulting or expected to result in liability in excess of specified amounts including the existence of an amount of unfunded benefit liabilities as defined in Section 4001(a)(18) of ERISA or the occurrence of an ERISA event, such as a reportable event within the meaning of Section 4043 of ERISA;
•: impairment of security interests in collateral;
•: loss of Nevada gaming licenses; and
•: a change of control.

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Disbursement Agreement

Lido Casino Resort, LLC, Phase II Mall Holding, LLC, Phase II Mall Subsidiary, LLC, Goldman Sachs Credit Partners L.P., as bank arranger, and The Bank of Nova Scotia, as bank agent, Phase II mall agent and disbursement agent, entered into a disbursement agreement on September 30, 2004.

The disbursement agreement sets forth the material obligations of Lido Casino Resort, LLC and Phase II Mall Holding, LLC and Phase II Mall Subsidiary, LLC to construct and complete the Palazzo Casino Resort and the Phase II mall and establishes a line item budget and a schedule for construction for the Palazzo Casino Resort and Phase II mall. The disbursement agreement also establishes the conditions for the disbursement agent to make disbursements under the respective funding commitments of the senior secured credit facility and the Phase II mall construction loan and the relevant sequencing of such disbursements upon satisfaction of such conditions.

Prior to disbursing any funds from the proceeds of the senior secured credit facility for the construction of the Palazzo Casino Resort, Lido Casino Resort, LLC must first use $552.0 million of its own equity to fund construction and development costs and certain other expenses related to the Palazzo Casino Resort. Prior to disbursing any funds from the proceeds of the Phase II mall construction loan, Phase II Mall Subsidiary, LLC must first use approximately $25.0 million of its own equity to fund construction and development costs and certain other expenses related to the Phase II mall.

The disbursement agreement authorizes disbursement requests only upon the satisfaction of various customary funding conditions.

The disbursement agreement requires the borrowers to comply with various negative covenants. Unless performed in accordance with the procedures set forth in the disbursement agreement, these negative covenants prohibit the borrowers from, among other things:

•: amending, terminating or waiving rights under certain project documents;
•: entering into new material project documents;
•: implementing any change in the plans and specifications;
•: amending the project budget or the project schedule; or
•: causing or permitting the Palazzo Casino Resort to open.

11% Mortgage Notes due 2010

On June 4, 2002, Las Vegas Sands Opco and Venetian Casino Resort LLC issued $850 million of mortgage notes. The mortgage notes mature on June 15, 2010 and bear interest at 11%, payable each June 15th and December 15th. Las Vegas Sands Opco made an asset sale offer for the mortgage notes with the excess proceeds of The Grand Canal Shoppes sale, which was completed on May 17, 2004, and purchased $6.4 million in aggregate principal amount of mortgage notes. The mortgage notes are guaranteed by certain of our domestic subsidiaries and are secured by second priority liens on certain of our assets and those of our subsidiary guarantors (the personal property and the real estate improvements that comprise the hotel, the casino, and the convention space, with certain exceptions). The mortgage notes are redeemable at the option of the issuers at prices ranging from 100% to 105.5% commencing on or after June 15, 2006, as set forth in the mortgage notes and the indenture for the mortgage notes. Prior to June 15, 2006, the issuers may redeem the mortgage notes at their principal amount plus an applicable make-whole premium. Upon a change of control (as defined in the indenture for the mortgage notes), each mortgage note holder may require the issuers to repurchase such mortgage notes at 101% of the principal amount thereof plus accrued interest and other amounts which are then due, if any. On or prior to June 15, 2005, the issuers may redeem up to 35% of the mortgage notes with the net cash proceeds of one or more offerings of equity securities at a redemption price of 111% of the

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principal amount of the mortgage notes, plus accrued and unpaid interest. Upon an event of loss or certain asset sales, the issuers may also be required to offer to purchase all or a portion of the mortgage notes with the proceeds of such event of loss or sale. The mortgage notes are not subject to a sinking fund requirement. The mortgage notes contain covenants that restrict the ability of Las Vegas Sands Opco and its restricted subsidiaries to:

•: borrow money;
•: pay dividends on stock or repurchase stock;
•: make investments;
•: use assets as security in other transactions;
•: create liens;
•: engage in transactions with our affiliates;
•: enter into certain leases;
•: merge or consolidate; and
•: transfer or sell all or substantially all assets.

The mortgage notes contain events of default including the following:

•: failure to make payments when due;
•: failure to offer to purchase or purchase the mortgage notes when required to do so under the terms of the notes;
•: noncompliance with covenants;
•: default or acceleration of payments under other loan instruments;
•: failure to pay judgments;
•: judicial holding that the mortgage notes are unenforceable or invalid;
•: bankruptcy;
•: cessation of effectiveness of any gaming license; and
•: failure to comply with certain obligations under the Cooperation Agreement with respect to Interface Holding.

Phase II Mall Construction Loan

Phase II Mall Subsidiary, LLC and Phase II Mall Holding, LLC entered into a mall construction loan for the Phase II mall on September 30, 2004. The Phase II mall construction loan allows the borrowers to borrow up to $250.0 million on a senior secured delayed draw basis from Sumitomo Mitsui Banking Corporation of New York, The Bank of Nova Scotia as administrative agent and the other lenders thereunder. The following is a description of the principal terms of the Phase II mall construction loan.

Structure. The Phase II mall construction loan consists of a senior secured credit delayed draw loan in an amount not to exceed $250.0 million.

Use of Proceeds. The proceeds of borrowings under the Phase II mall construction loan will be used, following the use of approximately $25.0 million of equity for such purpose, to pay for the financing, design, development and construction costs of the Phase II mall (including interest and fees relating to the Phase II mall construction loan) and certain restaurant and retail space on the casino level of the Palazzo Casino Resort.

Security. The Phase II mall construction loan and all interest rate protection products with respect thereto are secured by first priority security interests in substantially all of the assets of Phase II Mall Subsidiary, LLC and Phase II Mall Holding, LLC, including Phase II Mall Holding, LLC

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and Phase II Mall Subsidiary, LLC's interests in the airspace within which the Phase II mall will be constructed, the lease of the Phase II mall airspace, the master lease agreement to be entered into with Lido Casino Resort, LLC with respect to certain restaurant and retail space located on the casino level of the Palazzo Casino Resort, the lease of certain airspace adjacent to the Venetian Casino Resort, the Phase II mall purchase agreement under which we have agreed to sell the Phase II mall to GGP Limited Partnership, all other agreements to which Phase II Mall Holding, LLC or Phase II Mall Subsidiary, LLC is a party and the sale proceeds under the Phase II Mall sale and lease agreement.

Disbursement Arrangements. The provisions of the disbursement agreement described above apply to this agreement. See "—Disbursement Agreement."

Maturity. The borrowers must repay in full all amounts outstanding under the Phase II mall construction loan on the earlier of March 30, 2008 and the date on which the equity interests of Phase II Mall Subsidiary, LLC are sold to GGP in accordance with the Phase II mall sale and lease agreement.

Amortization. No interim amortization is required.

Interest. All amounts outstanding under the Phase II mall construction loan bear interest, at the borrowers' option, as follows:

(i): at a base rate plus 0.75% per annum or
(ii): LIBOR plus 1.75% per annum .

Interest on overdue amounts following an event of default accrue at a rate equal to the rate on loans bearing interest at the rate determined by reference to the then applicable base rate plus an additional 2.00% per annum .

Optional Prepayments. The borrowers may prepay loans and reduce the amounts available to us at any time by giving prior notice thereof, in each case, without premium or penalty provided that, prior to substantial completion of the construction of the Palazzo Casino Resort, voluntary partial prepayments are only permitted so long as, after giving effect thereto, the borrowers satisfy the "in-balance" requirement of the Phase II mall construction loan and the disbursement agreement.

Mandatory Prepayments. The Phase II mall construction loan must be prepaid in full upon a change of control; in an amount equal to all of the net after tax cash proceeds of the sale or other disposition of certain of our property or assets (including the sale of the Phase II mall); and in an amount equal to 100% of the net cash proceeds received from the issuance of debt (other than debt permitted to be incurred pursuant to the terms of the Phase II mall construction loan documents).

Fees. The borrowers are required to pay a commitment fee under the Phase II mall construction loan equal to 0.375% per annum multiplied by the daily average unused portion of the commitments.

Covenants. The Phase II mall construction loan contains covenants, including a covenant to substantially complete the Phase II mall by the required deadline set forth in the Phase II mall sale and lease agreement, subject to various force majeure and other delays set forth in the Phase II mall purchase agreement, and limitations with respect to:

•: other indebtedness;
•: liens;
•: negative pledges;
•: investments;

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•: guarantees;
•: formation of subsidiaries;
•: restricted payments (including, without limitation, dividends, redemptions, refinancing and payment on other debt);
•: mergers and acquisitions;
•: sales of assets;
•: sales and lease-backs;
•: transactions with affiliates;
•: modifications to material contracts; and
•: incurrence of obligations under additional material contracts.

Events of Default. The Phase II mall construction loan contains events of default including the following:

•: failure to make payments when due;
•: material defaults under other material agreements beyond the expiration of applicable grace, notice and cure periods or payment or other material defaults beyond the expiration of applicable grace, notice and cure periods under instruments of indebtedness of certain amounts;
•: loss of material licenses or permits;
•: noncompliance with covenants;
•: breaches of representations and warranties;
•: bankruptcy;
•: judgments in excess of specified amounts;
•: ERISA; and
•: impairment of security interests in the collateral.

Palazzo FF&E Credit Facility

We have a commitment from a lender for an FF&E credit facility which we will use to fund a portion of the costs of constructing the Palazzo Casino Resort. This commitment will expire on November 8, 2004. The Palazzo Casino Resort FF&E credit facility will allow us to borrow senior secured delay draw loans in an amount equal to the lesser of (i) $135.0 million, less any reserves, and (ii) up to 100% of the invoice amounts due for the purchase of selected HVAC systems, power systems, furniture, fixtures, equipment and other personal property to be used in the Palazzo Casino Resort. Interest will be the higher of (i) the highest rate of interest under our senior secured credit facility plus 0.25% per annum and (ii) LIBOR plus 2.75% per annum . Our obligations under the Palazzo FF&E credit facility will be secured by a perfected first priority security interest in favor of the FF&E lender in the Palazzo FF&E that is acquired with the proceeds of borrowings under the Palazzo FF&E credit facility, and all proceeds, products, replacements and substitutions thereafter. We will be required to repay in full all amounts outstanding under the Palazzo FF&E credit facility in March 2012. If the Palazzo FF&E credit facility is prepaid between the first and the ninth fiscal quarter after closing, a fee equal to 3.0% of the amount being prepaid will apply. If a prepayment is made between the tenth and the twenty-first fiscal quarter after closing, a fee equal to 2.0% of the amount being prepaid will apply. There will be no fee for prepayments made after the twenty-first fiscal quarter after closing. Additional fees are required to be paid if we do not borrow certain required amounts by certain specific dates.

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Venetian FF&E Financing

In September 2003, we and a lender entered into an FF&E financing to provide $15.0 million of financing for the Phase IA addition. The proceeds from this financing were used to finance certain FF&E for the Phase IA addition and the related note is secured by the those items of FF&E. The Venetian FF&E financing provides for a 60-month basic term loan. Interest is three month LIBOR plus 3.00% and is payable quarterly. The Venetian FF&E note is subject to nineteen quarterly amortization payments of $600,000 beginning January 1, 2004, and one final payment of $3,600,000 on October 1, 2008. The average interest rate for the Venetian FF&E credit facility was 4.1% during the six months ended June 30, 2004.

Interface Mortgage Loan

Interface Group-Nevada borrowed $100.0 million under a mortgage loan on July 30, 2004.

Use of Proceeds. The proceeds of borrowings under the Interface mortgage loan were used to repay outstanding notes payable under Interface Group—Nevada's prior mortgage loan and to pay for related fees and expenses.

Security. Interface Group-Nevada's obligations under the Interface mortgage loan are secured by a first priority mortgage on the Sands Expo Center and by certain other related collateral.

Maturity. We must repay in full all amounts outstanding under the Interface mortgage loan by August 10, 2006, unless we exercise our renewal options, in which event the loan must be repaid by February 10, 2009.

Mandatory Amortization. The loan will amortize pursuant to a 20-year mortgage schedule, based on a 9.25% assumed annual interest rate.

Additional Amortization: If cash flow is available after the payment of interest and mandatory amortization, tax and insurance reserve amounts, operating expenses, capital expenditures and deposits into a deferred revenue reserve, additional principal payments must be made equal to the difference between (i) the principal payments necessary to amortize the loan pursuant to a 15-year schedule, based on a 7.00% assumed annual interest rate and (ii) the mandatory amortization payment.

Interest. The loan is evidenced by two separate notes. One note is in the principal amount of $65,000,000 and bears interest at the rate of LIBOR plus 173 basis points. The other note is in the principal amount of $35,000,000 and bears interest at the rate of LIBOR plus 750 basis points. The blended interest rate of the two notes is LIBOR plus 375 basis points.

Optional Prepayments. After a twelve-month lockout period, the loan may be prepaid in whole or in part. If any part of the loan is prepaid after acceleration of the loan during the lockout period, a fee equal to 2% of the amount prepaid will apply.

Covenants. The Interface mortgage loan contains limitations with respect to the following:

•: other indebtedness;
•: liens;
•: investments;
•: guarantees;
•: mergers and acquisitions;
•: sales of assets;
•: leases;
•: transactions with affiliates;
•: changes to material contracts; and

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•: construction of competing facilities.

Events of Default: Our Interface mortgage loan contains events of default, including:

•: failure to make payments when due;
•: noncompliance with covenants;
•: breaches of representations and warranties;
•: bankruptcy;
•: ERISA;
•: change of control;
•: equity pledges; and
•: defaults under certain material contracts.

Indebtedness of Macau Subsidiaries

Venetian Venture Development Intermediate Credit Facility

On March 27, 2003, our wholly-owned subsidiary Venetian Venture Development Intermediate Limited entered into a credit agreement with a lender to provide $50.0 million of financing for the Sands Macao. The obligations under the loans to be made under the Venetian Venture Development Intermediate credit agreement are guaranteed by Las Vegas Sands Opco and Venetian Casino Resort, LLC and supported by letters of credit issued under the senior secured revolving facility in favor of the Venetian Venture Development Intermediate credit agreement lenders. The amounts outstanding under the Venetian Venture Development Intermediate credit facility bear interest at the base rate or the adjusted Eurodollar rate plus 0.5% per annum. Interest is payable on the base rate loans on a quarterly basis and is payable on Eurodollar loans at the end of the applicable interest period. There is no scheduled principal amortization and the credit facility is due in full on March 27, 2006. As of June 30, 2004, $50.0 million was outstanding under the Venetian Venture Development Intermediate credit agreement and was supported by $50.0 million of letters of credit issued under the senior secured revolving facility. The average interest rate was 1.6% for the six months ended June 30, 2004.

Venetian Macau Senior Secured Notes

On August 21, 2003, a wholly owned subsidiary of Venetian Macau S.A., Venetian Macau Finance Company, issued $120.0 million in aggregate principal amount of floating rate senior secured notes due August 2008. These senior secured notes issued by Venetian Macau Finance Company are guaranteed by Venetian Macau S.A. All assets of Venetian Macau S.A. and its subsidiaries, including their rights under the Macau government's land concession, secure the Venetian Macau senior secured notes and the guarantee and restrictions have been placed on the payment of dividends to Las Vegas Sands Opco from Venetian Macau S.A. and its subsidiaries. In addition, holders of the Venetian Macau senior secured notes have consented to the grant of a junior lien on these assets in favor of a Macau bank that provided certain guarantees under our subconcession and land concession. As of June 30, 2004, approximately $9.6 million of the proceeds from the issuance of the Venetian Macau senior secured notes remained unused and have been classified as restricted cash in the accompanying balance sheet.

The senior secured notes issued by Venetian Macau Finance Company were issued in two tranches, of which $75.0 million in aggregate principal amount (tranche A) bear interest at the rate of three month U.S. dollar LIBOR plus 3.25%, payable quarterly, and $45 million in aggregate principal amount (tranche B) bear interest at the rate of three month U.S. dollar LIBOR plus 4.00%, payable quarterly. The tranche A notes have a mandatory redemption of $7.5 million on August 21, 2005, $11.2 million on August 21, 2006, $18.8 million on August 21, 2007 and $37.5 million on

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August 21, 2008. The tranche B notes have no interim amortization and are due in full on August 21, 2008. The average interest rate on the Venetian Macau senior secured notes was 4.8% during the six months ended June 30, 2004.

The Venetian Macau senior secured notes contain covenants that, among other things, restrict the ability of Venetian Macau Finance Company, Venetian Macau, S.A. and the subsidiary guarantors to:

•: incur additional indebtedness;
•: pay dividends on stock or repurchase stock;
•: make investments;
•: make capital expenditures;
•: use assets as security in other transactions;
•: create liens;
•: engage in transactions with affiliates;
•: enter into certain leases;
•: modify certain material contracts;
•: merge or consolidate; and
•: transfer or sell all or substantially all of their assets.

The Venetian Macau senior secured notes also requires Venetian Macau Finance Company, Venetian Macau, S.A. and the subsidiary guarantors to maintain certain kinds of insurance coverage and maintain certain financial ratios.

Venetian Macau Revolver

On December 18, 2003, Venetian Macau Limited and Venetian Macau Finance Company entered into a $20.0 million revolving credit facility with a group of lenders. In addition, the lenders under the Venetian Macau revolver have consented to the grant of a junior lien on this collateral in favor of a Macau bank that provided certain guarantees under our subconcession and land concession. The Venetian Macau revolver is secured on a pari passu basis with the same collateral as the Venetian Macau senior secured notes. The Venetian Macau revolver matures December 18, 2006 and bears interest at LIBOR plus 3.75%. As of June 30, 2004, $10.0 million has been drawn under the Venetian Macau revolver.

The Venetian Macau revolver contains affirmative, negative and financial covenants that impose limitations on our Macau subsidiaries, including limitations on the following:

•: incurrence of additional debt, including guarantees;
•: incurrence of liens;
•: mergers and consolidations;
•: disposition of assets (including equity interests in subsidiaries);
•: certain acquisitions;
•: entrance into certain leases;
•: transactions with affiliates;
•: modifications to material contracts;
•: incurrence of obligations under additional material contracts;
•: engagement in any new business;
•: payment of dividends and other restricted payments; and

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•: issuance of preferred stock.

Additionally, our Macau subsidiaries are required to comply with the following financial ratios and other financial covenants:

•: maximum total debt to EBITDA ratios;
•: minimum EBITDA to interest coverage ratios;
•: minimum net worth;
•: maximum capital expenditures; and
•: minimum fixed charges coverage ratios.

HVAC Services Agreement and Related Documents

Sempra Energy Solutions is the HVAC provider to the Venetian Casino Resort and Sands Expo Center. It is a California company and is a subsidiary of Sempra Energy, a utility holding company.

Thermal energy (i.e., heating and air conditioning) is provided to the Venetian Casino Resort and the Sands Expo Center by the HVAC provider using certain heating and air conditioning-related and other equipment (the "HVAC Equipment"). In addition, the HVAC provider provides us with other energy-related services. The central HVAC plant is located on land owned by us, which land has been leased to the HVAC provider for a nominal annual rent. The HVAC plant and equipment is owned by the HVAC provider, and the HVAC provider has been granted appropriate easements and other rights so as to be able to use the HVAC plant and the HVAC equipment to supply thermal energy to the Venetian Casino Resort and the Sands Expo Center (and, potentially, other buildings), so long as such easements do not materially interfere with the operations of the Venetian Casino Resort and the Sands Expo Center. The HVAC provider paid all costs ("HVAC costs") in connection with the purchase and installation of the HVAC plant and equipment, which costs totaled $70 million. The HVAC provider has entered into separate service contracts (collectively, the "HVAC service agreements") with Venetian Casino Resort, LLC, Interface Group-Nevada, and the owner of The Grand Canal Shoppes, for the provision of heat and cooling requirements at agreed-to rates. The charges payable by all users include a fixed component that enables the HVAC provider to recover 85% of the HVAC costs over the initial term of the service contracts, with interest at a fixed annual rate of 7.1%. In addition, the users reimburse the HVAC provider for the annual cost of operating and maintaining the HVAC equipment and providing certain other energy related services, and pay the HVAC provider a management fee of $500,000 per year. Each user is allocated a portion of the total agreed-to charges and fees through its service contract, which portion includes paying 100% of the cost of services in connection with the HVAC equipment relating solely to such user. Each user is not liable for the obligations of the other users; provided, however, that the owner of The Grand Canal Shoppes is liable for the obligations of each mall tenant. The HVAC service agreements expire in 2009, at which time the users will have the right, but not the obligation, to collectively either extend the term of their agreements for five years (with a second, additional five-year renewal option) each or purchase the HVAC plant and equipment in accordance with purchase provisions set forth in the HVAC service agreements.

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DESCRIPTION OF CAPITAL STOCK

The following summary of the terms of our capital stock is qualified in its entirety by reference to the applicable provisions of Nevada law and our articles of incorporation and by-laws. Copies of our restated articles of incorporation and by-laws are filed as exhibits to the registration statement of which this prospectus is a part.

Capital Stock

Our authorized capital stock currently consists of 1,000,000,000 shares of common stock and 50,000,000 shares of preferred stock. Immediately prior to this offering and upon consummation of the holding company merger, we will have approximately holders of record of our common stock and no holders of record of our preferred stock. After consummation of this offering, we expect to have shares of common stock and no shares of preferred stock outstanding.

Common Stock

The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of stockholders, including the election of directors. Holders of the common stock do not have any preemptive rights or cumulative voting rights, which means that the holders of a majority of the outstanding common stock voting for the election of directors can elect all directors then being elected. The holders of our common stock are entitled to receive dividends when, as, and if declared by our board out of legally available funds. Upon our liquidation or dissolution, the holders of common stock will be entitled to share ratably in those of our assets that are legally available for distribution to stockholders after payment of liabilities and subject to the rights of any holders of preferred stock then outstanding. All of the outstanding shares of common stock to be sold in this offering when issued and paid for will be fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to the rights of the holders of shares of any series of preferred stock that may be issued in the future. Nevada and other gaming laws and regulations subject holders of our common stock to certain suitability requirements. See "Business—Regulation and Licensing."

Preferred Stock

We are authorized to issue up to 50,000,000 shares of preferred stock. Our board of directors is authorized, subject to limitations prescribed by Nevada law and our articles of incorporation, to determine the terms and conditions of the preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares to be included in each series and the powers, designations, preferences and rights of the shares. Our board of directors also is authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company and may adversely affect the voting and other rights of the holders of our common stock, which could have an adverse impact on the market price of our common stock. We have no current plans to issue any shares of preferred stock.

Certain Articles of Incorporation, By-Laws and Statutory Provisions

The provisions of our amended and restated articles of incorporation and by-laws and of the Nevada General Corporation Law summarized below may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your shares.

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Limitation of Liability of Officers and Directors

Nevada law currently provides that our directors will not be personally liable to our company or our stockholders for monetary damages for any act or omission as a director other than in the following circumstances:

•: the director breaches his fiduciary duty to our company or our stockholders and such breach involves intentional misconduct, fraud or a knowing violation of law; or
•: our company makes an unlawful payment of a dividend or unlawful stock purchases, redemptions or other distribution.

As a result, neither we nor our stockholders have the right, through stockholders' derivative suits on our behalf, to recover monetary damages against a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior, except in the situations described above. Nevada law allows the articles of incorporation of a corporation to provide for greater liability of the corporation's directors. Our articles of incorporation do not provide for such expanded liability.

Special Meetings of Stockholders

Our amended and restated articles of incorporation provide that special meetings of stockholders may be called only by the chairman or by a majority of the members of our board unless otherwise provided by applicable law. Stockholders are not permitted to call a special meeting of stockholders, to require that the chairman call such a special meeting, or to require that our board request the calling of a special meeting of stockholders.

Stockholder Action; Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our amended and restated articles of incorporation provide that stockholders may not take action by written consent unless such action and the taking of such action by written consent have been expressly approved by the board and may only take action at duly called annual or special meetings. In addition, our amended and restated by-laws establish advance notice procedures for:

•: stockholders to nominate candidates for election as a director; and
•: stockholders to propose topics for consideration at stockholders' meetings.

Stockholders must notify our corporate secretary in writing prior to the meeting at which the matters are to be acted upon or directors are to be elected. The notice must contain the information specified in our by-laws. To be timely, the notice must be received at our corporate headquarters not less than 90 days nor more than 120 days prior to the first anniversary of the date of the prior year's annual meeting of stockholders. If the annual meeting is advanced by more than 30 days, or delayed by more than 70 days, from the anniversary of the preceding year's annual meeting, or if no annual meeting was held in the preceding year or for the first annual meeting following this offering, notice by the stockholder, to be timely, must be received not earlier than the 120th day prior to the annual meeting and not later than the later of the 90th day prior to the annual meeting or the 10th day following the day on which we notify stockholders of the date of the annual meeting, either by mail or other public disclosure. In the case of a special meeting of stockholders called to elect directors, the stockholder notice must be received not earlier than 120 days prior to the special meeting and not later than the later of the 90th day prior to the special meeting or 10th day following the day on which we notify stockholders of the date of the special meeting, either by mail or other public disclosure. These provisions may preclude some

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stockholders from bringing matters before the stockholders at an annual or special meeting or from nominating candidates for director at an annual or special meeting.

Election and Removal of Directors

Our board is divided into three classes. The directors in each class will serve for a three-year term, one class being elected each year by our stockholders. Our stockholders may only remove directors for cause and with a 66 ² / 3 % stockholder vote for the removal. Our board of directors may elect a director to fill a vacancy created by the expansion of the board of directors. This system of electing and removing directors may discourage a third party from making a tender offer or otherwise attempting to obtain control of us because it generally makes it more difficult for stockholders to replace a majority of our directors.

Nevada Anti-Takeover Statutes

Business Combinations Act

Under the terms of our amended and restated articles of incorporation and as permitted under Nevada law, we have elected not to be subject to Nevada's anti-takeover law. This law provides that specified persons who, together with affiliates and associates, own, or within three years did own, 10% or more of the outstanding voting stock of a corporation cannot engage in specified business combinations with the corporation for a period of three years after the date on which the person became an interested stockholder. The law defines the term "business combination" to encompass a wide variety of transactions with or caused by an interested stockholder, including mergers, asset sales and other transactions in which the interested stockholder receives or could receive a benefit on other than a pro rata basis with other stockholders. With the approval of our stockholders, we may amend our articles of incorporation in the future to become governed by the anti-takeover law. This provision would then have an anti-takeover effect for transactions not approved in advance by our board of directors, including discouraging takeover attempts that might result in a premium over the market price for the shares of our common stock. By opting out of the Nevada anti-takeover law, third parties could more easily pursue a takeover transaction that was not approved by our board of directors.

Control Shares Act

Nevada law provides that, in certain circumstances, a stockholder who acquires a controlling interest in a corporation, defined in the statute as an interest in excess of a 1/5, 1/3 or 1/2 interest, has no voting rights in the shares acquired that caused the stockholder to exceed any such threshold, unless the corporation's other stockholders, by majority vote, grant voting rights to such shares. We may opt out of this act by amending our by-laws either before or within ten days after the relevant acquisition of shares. Presently, our by-laws do not opt out of this act.

Gaming Requirements

Applicable gaming laws impose certain suitability requirements to holders of our capital stock. See "Business—Regulation and Licensing."

Our amended and restated articles of incorporation provides that if the gaming authorities determine at any time that a holder of our stock or other securities is unsuitable to hold such securities, then until such securities are owned by persons found by these gaming authorities to be suitable to own them:

•: we will not be required or permitted to pay any dividend or interest with regard to these securities;

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•: the holder of these securities will not be entitled to vote on any matter as the holder of the securities and these securities will not for any purposes be included in the securities entitled to vote; and
•: we will not pay any remuneration in any form to the holder of these securities.

In addition to the foregoing, our amended and restated articles of incorporation provide that ownership of stock or other securities issued by us is subject to the provisions of the applicable gaming laws of any government having jurisdiction over us or any of our subsdiaries, including restrictions on transfer.

Amendment to Certain Articles of Incorporation and By-Law Provisions

Our amended and restated articles of incorporation provides that amendments to certain provisions of the certificate will require the affirmative vote of the holders of at least 66 ² / 3 % of the outstanding shares of our voting stock, namely:

•: the provisions requiring a 66 ² / 3 % stockholder vote for removal of directors;
•: the provisions requiring a 66 ² / 3 % stockholder vote for the amendment, repeal or adoption of our bylaw provisions (described below);
•: the provisions requiring a 66 ² / 3 % stockholder vote for the amendment of certain provisions of our articles of incorporation; and
•: the provisions prohibiting stockholder action by written consent except under certain circumstances.

In addition, our amended and restated articles of incorporation and by-laws provide that our by-laws are subject to adoption, amendment or repeal either by a majority of the members of our board or the affirmative vote of the holders of not less than 66 ² / 3 % of the then outstanding shares of our voting stock voting as a single class.

The 66 ² / 3 % vote will allow the holders of a minority of our voting securities to prevent the holders of a majority or more of our voting securities from amending certain provisions of our amended and restated articles of incorporation and our by-laws.

Transfer Agent and Registrar

The transfer agent and registrar for the common stock is . Its telephone number is .

Listing

We have applied for listing of our common stock on the New York Stock Exchange under the symbol "LVS." Such listing will require the prior administrative approval of the Nevada State Gaming Control Board.

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SHARES ELIGIBLE FOR FUTURE SALE

Future sales of substantial amounts of our common stock in the public market, or the perception that substantial sales may occur, could adversely affect the prevailing market price of our common stock. Prior to this offering, there has been no public market for our common stock. After completion of the offering, there will be shares of common stock outstanding. Of these shares, shares of common stock sold in the offering, or up to shares if the underwriters exercise their option to purchase additional shares, will be freely transferable without restriction under the Securities Act, except by persons who may be deemed to be our affiliates.

In addition to the shares of our common stock sold in this offering, there will be shares of our common stock outstanding immediately after this offering. Of these shares, all are restricted securities and may be sold into the public market pursuant to Rule 144 and 144(k) under the Securities Act as described below.

Sales of Restricted Shares

An aggregate of shares of our common stock held by our existing stockholders upon completion of this offering will be "restricted securities," as that phrase is defined in Rule 144, and may not be resold in the absence of registration under the Securities Act or pursuant to an exemption from such registration, including among others, the exemptions provided by Rule 144 and 144(k) under the Securities Act, which are summarized below. Taking into account the lock-up agreements described below and the provisions of Rules 144 and 144(k), additional shares will be available for sale in the public market as follows:

•: shares will be available for immediate sale on the date of this prospectus;
•: shares will be available for sale 180 days (or earlier if waived by the underwriters) after the date of this prospectus, the expiration date for the lock-up agreements, pursuant to Rules 144 and 144(k); and
•: an additional shares will be available for sale at various times after the expiration of the lock up pursuant to Rule 144.

Rule 144

In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person (or persons whose shares are aggregated), who has beneficially owned restricted shares for at least one year, including persons who may be deemed to be our "affiliates," would be entitled to sell within any three-month period a number of shares that does not exceed the greater of:

•: 1.0% of the number of shares of common stock then outstanding, which will equal approximately shares immediately after this offering; or
•: the average weekly trading volume of our common stock on the New York Stock Exchange during the four calendar weeks before a notice of the sale on Form 144 is filed with the SEC.

Sales under Rule 144 are also subject to certain manner of sale provisions and notice requirements and to the availability of certain public information about us.

Rule 144(k)

Under Rule 144(k), a person who is not deemed to have been one of our "affiliates" at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, including the holding period of any prior owner other than an

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"affiliate," is entitled to sell these shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

Options

Following this offering, we intend to file a registration statement on Form S-8 to register shares of our common stock reserved for issuance under our option plans and arrangements and shares of common stock for resale that were issued upon exercise of options granted under the 1997 Plan. We have granted options to some of our directors and members of management to purchase shares of our common stock. All of the shares of our common stock issuable upon the exercise of options under our stock option plans and arrangements will be freely tradable upon effectiveness of the registration statement on Form S-8 without restrictions under the Securities Act, unless these shares are held by an "affiliate" of ours or subject to other contractual restrictions. The shares registered for resale on the registration statement on Form S-8 will be subject to the volume restrictions set forth under Rule 144(e) during any three-month period.

Lock-up Agreements

We, our principal stockholder, certain trusts for the benefit of our principal stockholder and his family and our executive officers and directors have agreed with the underwriters not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock other than under our employee compensation plans and subject to certain other limited exceptions during the period from the date of this prospectus continuing through the date that is 180 days after the date of this prospectus, except with the prior written consent of Goldman, Sachs & Co. Goldman, Sachs & Co. in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice. The lock-up agreements by these persons (other than us) cover an aggregate of approximately shares of our outstanding common stock. An aggregate of approximately shares will not be subject to the lock-up agreements and will be freely tradable immediately following this offering. See "Underwriting."

The 180-day restricted period described in the preceding paragraph will be automatically extended if: (1) during the last 17 days of the 180-day restricted period we issue an earnings release or announce material news or a material event; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release of the announcement of the material news or material event.

Registration Rights

We have granted demand registration rights to our principal stockholder, certain trusts for the benefit of our principal stockholder and his family, who will collectively hold approximately shares (including shares issuable upon the exercise of outstanding options) upon consummation of this offering. Beginning 180 days after the date of this offering, our principal stockholder and the trusts can require us under certain circumstances to file registration statements that permit them to re-sell their shares. In addition, we have granted certain piggyback registration rights to certain of our directors, senior executive officers and other stockholders. For more information, see "Certain Relationships and Related Party Transactions—Registration Rights Agreement."

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following summary describes the material U.S. federal income tax and estate tax consequences of the ownership and disposition of shares of our common stock purchased pursuant to this offering by a holder that is a non-U.S. holder as we define that term below. This discussion does not address all aspects of United States federal income or estate taxation that may be relevant to a non-U.S. holder's decision to purchase shares of our common stock and is limited to persons that will hold the shares of our common stock as "capital assets"—generally, property held for investment—within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"). In addition, this summary does not deal with foreign, state and local tax consequences that may be relevant to non-U.S. holders in light of their personal circumstances. This summary does not address the tax treatment of special classes of non-U.S. holders, such as banks, insurance companies, tax-exempt entities, financial institutions, broker-dealers, persons holding our common stock as part of a hedging or conversion transaction or as part of a "straddle," partnerships (including any entity treated as a partnership for U.S. federal income tax purposes) or other pass-through entities, persons subject to the alternative minimum tax or U.S. expatriates. Furthermore, the discussion below is based upon the provisions of the Code, U.S. Treasury regulations, judicial opinions, published positions of the U.S. Internal Revenue Service (the "IRS") and other applicable authorities, all as in effect on the date of this prospectus and all of which are subject to differing interpretations or change, possibly with retroactive effect, which could result in federal tax consequences that are materially different from those discussed below. We have not sought, and will not seek, any ruling from the IRS or opinion of counsel with respect to the tax consequences discussed in this prospectus. Consequently, the IRS may disagree with or challenge any of the tax consequences discussed in this prospectus.

We urge you to consult your own tax advisor concerning the U.S. federal, state or local income tax and federal, state or local estate tax consequences of your ownership and disposition of shares of our common stock in light of your particular situation as well as any consequences arising under the laws of any other taxing jurisdiction or under any applicable tax treaty.

As used in this discussion, a "non-U.S. holder" means a beneficial owner of shares of our common stock who is not, for U.S. tax purposes:

•: a citizen or individual resident of the United States;
•: a corporation, including any entity treated as a corporation for U.S. tax purposes, created or organized in or under the laws of the United States or any political subdivision thereof;
•: an estate, the income of which is subject to United States federal income taxation regardless of its source; or
•: a trust:
(1): that is subject to the primary supervision of a U.S. court and that has one or more United States persons who have the authority to control all substantial decisions of the trust; or
(2): that has validly elected to be treated as a U.S. person for U.S. federal income tax purposes under applicable Treasury regulations.

If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) or other pass-through entity holds our shares, the tax treatment of a partner in or owner of the partnership or pass-through entity will generally depend upon the status of the partner or owner and the activities of the partnership or pass-through entity. If you are a partner or owner of a partnership or other pass-through entity that is considering holding shares, you should consult your tax advisor.

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Payment of Dividends

We do not presently anticipate paying cash distributions on shares of our common stock. For more information, please see "Dividend Policy." In the event that we do pay distributions on our common stock, however, these distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits, such distribution will be treated first as a tax-free return of capital to the extent of the non-U.S. holder's basis in its common shares and then as a capital gain. Any amounts treated as a tax-free return of capital in accordance with the preceding sentence will cause a reduction in the basis of the common shares (thereby increasing the amount of gain, or decreasing the amount of loss, that may be recognized by the non-U.S. holder on a subsequent disposition of the common shares).

If dividends are paid on shares of our common stock these dividends will generally be subject to withholding of U.S. federal income tax at a rate of 30% of the gross amount, or any lower rate that may be specified by an applicable income tax treaty if we have received proper certification of the application of that income tax treaty. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under an applicable income tax treaty and the manner of claiming the benefits of such treaty. A non-U.S. holder that is eligible for a reduced rate of U.S. federal withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by filing an appropriate claim for a refund with the IRS.

Dividends that are effectively connected with a non-U.S. holder's conduct of a trade or business in the U.S. or, if provided in an applicable income tax treaty, dividends that are attributable to a permanent establishment maintained by the non-U.S. holder in the U.S., are not subject to U.S. withholding tax, but are instead taxed in the manner applicable to U.S. persons. In that case, we will not have to withhold U.S. federal withholding tax, provided that the non-U.S. holder complies with applicable certification and disclosure requirements. In addition, dividends received by a foreign corporation that are effectively connected with the conduct of a trade or business in the U.S. may also be subject to a branch profits tax at a 30% rate, or any lower rate as may be specified in an applicable income tax treaty.

Sale or Exchange

A non-U.S. holder will generally not be subject to U.S. federal income tax, including by way of withholding, on gain recognized on a sale, exchange or other disposition of shares of our common stock unless any one of the following is true:

•

the gain is effectively connected with the non-U.S. holder's conduct of a trade or business in the United States and, if an applicable tax treaty applies, is attributable to a permanent establishment maintained by the non-U.S. holder in the U.S., in which case, the branch profits tax discussed above may also apply if the non-U.S. holder is a corporation;

•

a non-U.S. holder, who is an individual, is present in the United States for 183 days or more in the taxable year of sale, exchange or other disposition and some additional conditions are met; or

•

Foreign Investment in Real Property Tax Act, or "FIRPTA," rules are applicable because:

•: our common stock constitutes a U.S. real property interest by reason of our status as a "United States real property holding corporation" ("USRPHC") for U.S. federal income tax purposes at any time during the shorter of the period during which you hold our common stock or the five-year period ending on the date on which you dispose of shares of our common stock; and

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•: assuming that our common stock constitutes a U.S. real property interest and is treated as regularly traded on an established securities market (within the meaning of applicable Treasury regulations), you held, directly or indirectly, at any time within the five-year period preceding the disposition, more than 5% of our common stock.

The determination of whether we are a USRPHC depends on the fair market value of our U.S. real property interests relative to the fair market value of our interests in real property located outside the U.S. and the fair market value of our other business assets. We can give no assurances that we are not a USRPHC. In addition, even if we are not a USRPHC at the present time, since the determination of USRPHC status in the future will be based upon the composition of our assets from time to time, there can be no assurance that we will not be or become a USRPHC in the future. However, as indicated above, so long as our stock is treated as "regularly traded" on an established securities market (within the meaning of applicable Treasury regulations), our common stock will not be treated as a U.S. real property interest for a particular holder who disposes of common stock unless such holder holds, directly or indirectly, at any time within the five-year period preceding the disposition, more than 5% of our common stock. We currently expect that our common stock will be considered to be "regularly traded" on an established securities market for these purposes because we expect it to be traded on the New York Stock Exchange and to be regularly quoted by brokers and/or dealers making a market in our common stock. You should consult your own tax advisor regarding the application of the FIRPTA rules discussed above to a disposition by you of our common stock.

Individual non-U.S. holders who are subject to U.S. tax because the holder was present in the U.S. for 183 days or more during the year of disposition are taxed on their gains, including gains from the sale of shares of our common stock and net of applicable U.S. losses from sale or exchanges of other capital assets incurred during the year, at a flat rate of 30%. Other non-U.S. holders who may be subject to U.S. federal income tax on the disposition of our common stock will be taxed on such disposition in the manner applicable to U.S. persons. In addition, if any of this gain is taxable because we are a USRPHC and the selling holder's ownership of our common stock exceeds 5%, the buyer of our common stock may be required to withhold a tax equal to 10% of the amount realized on the sale.

Federal Estate Tax

Shares of our common stock owned or treated as owned by an individual non-U.S. holder will be included in that non-U.S. holder's estate for U.S. federal estate tax purposes, and may be subject to U.S. federal estate tax, unless an applicable estate tax treaty provides otherwise.

Backup Withholding and Information Reporting

Under U.S. Treasury regulations, we must report annually to the IRS and to each non-U.S. holder the amount of dividends paid to that holder and the tax withheld with respect to those dividends. These information reporting requirements apply even if withholding was not required because the dividends were effectively connected dividends or withholding was reduced or eliminated by an applicable tax treaty. Under an applicable tax treaty, that information may also be made available to the tax authorities in the country in which the non-U.S. holder resides or is established.

The gross amount of dividends paid to a non-U.S. holder that fails to certify its non-U.S. holder status in accordance with applicable U.S. Treasury regulations or to otherwise establish an applicable exemption generally will be reduced by any backup withholding tax that may be imposed.

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The payment of the proceeds of the disposition of our common stock by a non-U.S. holder to or through the U.S. office of a broker generally will be reported to the IRS and reduced by backup withholding unless the non-U.S. holder either certifies its status as a non-U.S. holder in accordance with applicable U.S. Treasury regulations or otherwise establishes an exemption and the broker has no actual knowledge, or reason to know, to the contrary. The payment of the proceeds on the disposition of our common stock by a non-U.S. holder to or through a non-U.S. office of a broker generally will not be reduced by backup withholding or reported to the IRS. If, however, the broker is a U.S. person or has specified connections with the United States, unless some conditions are met, the proceeds from that disposition generally will be reported to the IRS, but not reduced by backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be refunded or credited against the non-U.S. holder's U.S. federal income tax liability, if any, provided that certain required information is furnished to the IRS. Non-U.S. holders should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them and the availability and procedure for obtaining an exemption from backup withholding under current U.S. Treasury regulations.

The above discussion is included for general information only. You should consult your tax advisor with respect to the U.S. federal income tax and federal estate tax consequences of the ownership and disposition of our common stock, as well as the application and effect of the laws of any state, local, foreign or other taxing jurisdiction.

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UNDERWRITING

We and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman, Sachs & Co. is the representative of the underwriters.

Underwriters		Number of Shares
Goldman, Sachs & Co.


Total

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

If the underwriters sell more shares than the total number set forth in the table above, the underwriters have an option to buy up to an additional shares from us to cover such sales. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by us. Such amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional shares.

Paid by Us
	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. Any such securities dealers may resell any shares purchased from the underwriters to certain other brokers or dealers at a discount of up to $ per share from the initial public offering price. If all the shares are not sold at the initial public offering price, the representative may change the offering price and the other selling terms.

We, our principal stockholder, certain trusts for the benefit of our principal stockholder and his family and our executive officers and directors have agreed with the underwriters not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock other than under our existing employee compensation plans and subject to certain other limited exceptions during the period from the date of this prospectus continuing through the date that is 180 days after the date of this prospectus, except with the prior written consent of Goldman, Sachs & Co. Goldman, Sachs & Co. in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice.

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restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release of the announcement of the material news or material event.

This agreement does not apply to any existing employee benefit plans. See "Shares Eligible for Future Sale" for a discussion of certain transfer restrictions.

Prior to the offering, there has been no public market for the shares. The initial public offering price has been negotiated among us and the representative. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be our historical performance, estimates of our business potential and earnings prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses.

We have applied to list our common stock on the New York Stock Exchange under the symbol "LVS."

In connection with the offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. "Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional shares from us in the offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option granted to them. "Naked" short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representative has repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions may have the effect of preventing or retarding a decline in the market price of our stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the New York Stock Exchange, in the over-the-counter market or otherwise.

Each underwriter has represented, warranted and agreed that: (i) it has not offered or sold and, prior to the expiry of a period of six months from the closing date of this offering, will not offer or sell any shares to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of

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Securities Regulations 1995; (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) received by it in connection with the issue or sale of any shares in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

The shares may not be offered or sold, transferred or delivered, as part of their initial distribution or at any time thereafter, directly or indirectly, to any individual or legal entity in the Netherlands other than to individuals or legal entities who or which trade or invest in securities in the conduct of their profession or trade, which includes banks, securities intermediaries, insurance companies, pension funds, other institutional investors and commercial enterprises which, as an ancillary activity, regularly trade or invest in securities.

The shares may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the shares may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder.

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation or subscription or purchase, of the securities may not be circulated or distributed, nor may the securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than under circumstances in which such offer, sale or invitation does not constitute an offer or sale, or invitation for subscription or purchase, of the securities to the public in Singapore.

The securities have not been and will not be registered under the Securities and Exchange Law of Japan (the "Securities and Exchange Law") and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

We currently anticipate that we will undertake a directed share program, pursuant to which we will direct the underwriters to reserve up to shares of common stock for sale at the initial public offering price to directors, officers, employees and friends through a directed share program. The number of shares of common stock available for sale to the general public in the public offering will be reduced to the extent these persons purchase any reserved shares. Any shares not so purchased will be offered by the underwriters to the general public on the same basis as other shares offered hereby.

We estimate that our share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $ .

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We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses. Affiliates of Goldman, Sachs & Co. were initial purchasers of our mortgage notes that we issued in June 2002. Goldman, Sachs & Co. also acted as our financial advisor in connection with our sale of The Grand Canal Shoppes and the proposed sale of the Phase II mall. In addition, an affiliate of Goldman, Sachs & Co. acted as an initial purchaser in connection with the senior secured notes offering by our subsidiary, Venetian Macau Finance Company. Also, an affiliate of Goldman, Sachs & Co. acted as a lender under our prior secured mall facility. Goldman Sachs Mortgage Company, an affiliate of Goldman, Sachs & Co., is the lender under the new Interface Group-Nevada mortgage loan. Finally, an affiliate of Goldman, Sachs & Co. was the joint lead arranger, joint bookrunner and syndication agent under our prior senior secured credit facility and is the lead arranger, bookrunner and syndication agent under our new senior secured credit facility.

174

LEGAL MATTERS

Lionel Sawyer & Collins, Las Vegas, Nevada, will pass upon the validity of the common stock offered by this prospectus for us. Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, New York, will pass upon certain other matters for us. Latham & Watkins LLP, New York, New York, will pass upon certain matters for the underwriters.

EXPERTS

The consolidated financial statements as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 with respect to the common stock being sold in this offering. This prospectus constitutes a part of that registration statement. This prospectus does not contain all the information set forth in the registration statement and the exhibits and schedules to the registration statement, because some parts have been omitted in accordance with the rules and regulations of the SEC. For further information with respect to us and our common stock being sold in this offering, you should refer to the registration statement and the exhibits and schedules filed as part of the registration statement. Statements contained in this prospectus regarding the contents of any agreement, contract or other document referred to are not necessarily complete; reference is made in each instance to the copy of the contract or document filed as an exhibit to the registration statement. Each statement is qualified by reference to the exhibit. You may inspect a copy of the registration statement without charge at the SEC's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained after payment of fees prescribed by the SEC from the SEC's Public Reference Room at the SEC's principal office, 450 Fifth Street, N.W., Washington, D.C. 20549.

You may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants like us that file electronically with the SEC. You can also inspect our registration statement on this website.

175

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited Financial Statements:
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets at December 31, 2002 and 2003		F-3
Consolidated Statements of Operations for each of the three years in the period ended December 31, 2003		F-4
Consolidated Statements of Stockholders' Equity for each of the three years in the period ended December 31, 2003		F-5
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2003		F-6
Notes to Financial Statements		F-8
Unaudited Consolidated Financial Statements:
Condensed Consolidated Balance Sheets as of December 31, 2003 and June 30, 2004		F-50
Condensed Consolidated Statements of Operations for the six months ended June 30, 2003 and June 30, 2004		F-51
Condensed Consolidated Statement of Stockholder's Equity for six months ended June 30, 2004		F-52
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2003 and June 30, 2004		F-53
Notes to Financial Statements		F-54

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors and Stockholders of Las Vegas Sands, Inc.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of stockholders' equity and of cash flows present fairly, in all material respects, the financial position of Las Vegas Sands, Inc. and its subsidiaries at December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Las Vegas, Nevada January 30, 2004, except for Note 14—Segment Information, as to which the date is August 16, 2004 and except for the acquisition of Interface Group Holding Company, Inc., as to which the date is October 5, 2004

F-2

LAS VEGAS SANDS, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)

		December 31, 2002			December 31, 2003
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents	$	106,483		$	152,793
	Restricted cash and cash equivalents		41,484			55,655
	Accounts receivable, net		53,536			54,197
	Inventories		5,226			6,251
	Prepaid expenses		5,510			3,843

	Total current assets		212,239			272,739
	Property and equipment, net		1,246,607			1,484,670
	Deferred offering costs, net		40,018			39,143
	Restricted cash		83,370			86,144
	Other assets, net		24,528			34,339

		$	1,606,762		$	1,917,035

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Accounts payable	$	15,071		$	16,679
	Construction payables		29,727			42,155
	Construction payables—contested		7,232			7,232
	Accrued interest payable		4,336			4,809
	Other accrued liabilities		96,578			111,112
	Current maturities of long-term debt		8,550			41,379

	Total current liabilities		161,494			223,366
	Other long-term liabilities		1,122			6,445
	Long-term debt		1,343,762			1,525,116

			1,506,378			1,754,927

Stockholders' equity:
	Common stock, $.10 par value, 3,000,000 shares authorized, 1,220,370 shares issued and outstanding		123			123
	Receivables from stockholders		(680	)		(2,113	)
	Capital in excess of par value		159,286			155,809
	Retained Earnings (Deficit)		(58,345	)		8,289

			100,384			162,108

		$	1,606,762		$	1,917,035

The accompanying notes are an integral part of these consolidated financial statements.

F-3

LAS VEGAS SANDS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share data)

		Year Ended December 31,
		2001			2002			2003
Revenues:
	Casino	$	227,240		$	256,484		$	272,804
	Rooms		204,242			206,706			251,397
	Food and beverage		59,490			67,645			80,207
	Retail and other		138,595			126,709			132,202

			629,567			657,544			736,610
Less-promotional allowances			(42,594	)		(34,208	)		(44,856	)

Net revenues			586,973			623,336			691,754

Operating expenses:
	Casino		139,223			118,843			128,170
	Rooms		50,039			53,435			64,819
	Food and beverage		29,391			35,144			40,177
	Retail and other		54,377			51,332			53,556
	Provision for doubtful accounts		20,198			21,393			8,084
	General and administrative		105,063			112,913			126,134
	Corporate expense		6,079			10,114			10,176
	Rental expense		8,074			7,640			10,128
	Pre-opening and developmental expense		355			5,925			10,525
	Depreciation and amortization		43,972			46,662			53,859

			456,771			463,401			505,628

Operating income			130,202			159,935			186,126
Other income (expense):
	Interest income		5,162			3,027			2,125
	Interest expense, net of amounts capitalized		(115,149	)		(120,449	)		(122,442	)
	Interest expense on indebtedness to Principal Stockholder		(9,020	)		(4,010	)		—
	Other income (expense)		(1,938	)		1,045			825
	Loss on early retirement of debt		(1,383	)		(51,392	)		—

Net income (loss)		$	7,874		$	(11,844	)	$	66,634

Basic earnings (loss) per share		$	6.45		$	(9.71	)	$	54.60

Diluted earnings (loss) per share		$	6.45		$	(9.71	)	$	54.51

Dividends declared per share		$	—		$	—		$	3.44

Weighted average shares outstanding
	Basic		1,220,370			1,220,370			1,220,370

	Diluted		1,220,370			1,220,370			1,222,370


Unaudited pro forma data (reflecting change in tax status) (See Note 17):
Provision for income taxes		(27,859	)

Net income	$	38,775

Unaudited pro forma net income per share of common stock:
Basic	$	31.77

Diluted	$	31.72

The accompanying notes are an integral part of these consolidated financial statements.

F-4

LAS VEGAS SANDS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

(Dollars in thousands)

		Common Stock
		Number of Shares	Amount		Capital in Excess of Par Value			Receivables from Stockholders			Retained Earnings (Deficit)			Total
Balance at December 31, 2000		1,145,370	$	115	$	157,855		$	—		$	(54,375	)	$	103,595
	Contributions	—		—		720			—			—			720
	Net income	—		—		—			—			7,874			7,874

Balance at December 31, 2001		1,145,370		115		158,575			—			(46,501	)		112,189
	Stock split	75,000		8		(8	)		—			—			—
	Contributions	—		—		719			—			—			719
	Receivables from stockholders	—		—		—			(680	)		—			(680	)
	Net loss	—		—		—			—			(11,844	)		(11,844	)

Balance at December 31, 2002		1,220,370		123		159,286			(680	)		(58,345	)		100,384
	Contributions	—		—		721			—			—			721
	Declared and unpaid dividends	—		—		(4,198	)		—			—			(4,198	)
	Receivables from stockholders	—		—		—			(1,433	)		—			(1,433	)
	Net income	—		—		—			—			66,634			66,634

Balance at December 31, 2003		1,220,370	$	123	$	155,809		$	(2,113	)	$	8,289		$	162,108

The accompanying notes are an integral part of these consolidated financial statements.

F-5

LAS VEGAS SANDS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(Dollars in thousands)

			Year Ended December 31,
			2001			2002			2003
Cash flows from operating activities:
Net income (loss)			$	7,874		$	(11,844	)	$	66,634
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation and amortization			43,972			46,662			53,859
	Amortization of debt offering costs and original issue discount			10,291			10,572			8,259
	Loss on early retirement of debt			1,383			51,392			—
	Loss on disposition of fixed assets			(3	)		301			454
	Non-cash interest on completion guaranty loan			4,052			—			—
	Provision for doubtful accounts			20,198			21,393			8,084
	Changes in operating assets and liabilities:
		Accounts receivable		(11,338	)		(17,983	)		(8,745	)
		Inventories		(841	)		(341	)		(1,025	)
		Prepaid expenses		(51	)		(1,331	)		1,667
		Other assets		(2,197	)		8,747			(9,811	)
		Accounts payable		10,458			(23,204	)		1,608
		Accrued interest payable		(3,269	)		(5,672	)		473
		Other accrued liabilities		(14,777	)		8,150			15,659

Net cash provided by operating activities				65,752			86,842			137,116

Cash flows from investing activities:
Increase in restricted cash				(4,266	)		(102,817	)		(16,945	)
Notes receivable from stockholders				—			(680	)		(1,433	)
Capital expenditures				(56,025	)		(136,740	)		(279,948	)

Net cash used in investing activities				(60,291	)		(240,237	)		(298,326	)

Cash flows from financing activities:
Contributions from stockholder				720			719			721
Dividends paid				(13,800	)		—			—
Repayments on 12 ¹ / 4 % mortgage notes				—			(425,000	)		—
Proceeds from 11% mortgage notes				—			850,000			—
Repayments on senior subordinated notes				—			(97,500	)		—
Proceeds from secured mall facility				—			120,000			—
Repayments on mall—tranche A take-out Loan				—			(105,000	)		—
Repayments on mall—tranche B take-out Loan				—			(35,000	)		—
Repayments on completion guaranty loan				—			(31,124	)		—
Repayments on senior secured credit facility—term A				—			—			(1,667	)
Proceeds from senior secured credit facility—term A				—			—			50,000
Repayments on senior secured credit facility—term B				—			(1,250	)		(2,500	)
Proceeds from senior secured credit facility—term B				—			250,000			—
Repayments on bank credit facility—tranche A term loan				(103,125	)		—			—
Repayments on bank credit facility—tranche B term loan				(49,750	)		—			—

F-6

	Year Ended December 31,
	2001			2002			2003
Repayments on bank credit facility—tranche C term loan		(5,750	)		—			—
Proceeds from bank credit facility—tranche C term loan		5,750			—			—
Proceeds from Venetian Macau senior secured notes—tranche A		—			—			75,000
Proceeds from Venetian Macau senior secured notes—tranche B		—			—			45,000
Proceeds from Venetian Intermediate credit facility		—			—			40,000
Repayments on bank credit term facility		(764	)		(151,986	)		—
Proceeds from bank credit term facility		152,750			—			—
Repayments on bank credit facility—revolver		(18,000	)		(61,000	)		(470	)
Proceeds from bank credit facility—revolver		58,000			21,000			470
Repayments on FF&E credit facility		(21,494	)		(53,735	)		(600	)
Proceeds from FF&E credit facility		—			—			15,000
Proceeds from (repayments on) Phase II Subsidiary credit facility		3,933			(3,933	)		—
Proceeds from (repayments on) Phase II Subsidiary unsecured bank loan		1,092			(1,092	)		—
Proceeds from Interface Nevada loan		141,000			—			—
Repayments on Interface Nevada loan		(139,174	)		(5,643	)		(6,050	)
Repurchase premiums incurred in connection with refinancing transactions		—			(33,478	)		—
Payments of debt offering costs		(11,454	)		(41,859	)		(7,384	)

Net cash provided by (used in) financing activities		(66	)		194,119			207,520

Increase in cash and cash equivalents		5,395			40,724			46,310
Cash and cash equivalents at beginning of year		60,364			65,759			106,483

Cash and cash equivalents at end of year	$	65,759		$	106,483		$	152,793

Supplemental disclosure of cash flow information:
Cash payments for interest	$	118,642		$	122,293		$	118,030

Non-cash interest on completion guaranty loan	$	4,052		$	—		$	—

Declared and unpaid dividends included in accrued liabilities	$	—		$	—		$	4,198

Property and equipment asset acquisitions included in accounts payable	$	33,347		$	36,959		$	49,387

The accompanying notes are an integral part of these consolidated financial statements.

F-7

LAS VEGAS SANDS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1—ORGANIZATION AND BUSINESS OF COMPANY

Las Vegas Sands, Inc. ("LVSI") and its subsidiaries (collectively, the "Company") own and operate the Venetian Casino Resort (the "Casino Resort"), a Renaissance Venice-themed resort situated at one of the premier locations on the Las Vegas Strip (the "Strip"). The Casino Resort is located across from The Mirage and the Treasure Island Hotel and Casino. The Casino Resort includes the only all-suites hotel on the Strip with 4,049 suites (the "Hotel"); a gaming facility of approximately 116,000 square feet (the "Casino"); an enclosed retail, dining and entertainment complex of approximately 446,000 net leasable square feet (the "Mall"); a meeting and conference facility of approximately 650,000 square feet (the "Congress Center"); and an expo and convention center of approximately 1,150,000 square feet (the "Expo Center"). On May 18, 2004, the Company opened a portion of the Sands Macao Casino, a Las Vegas style casino (the "Macao Casino") located in Macao, a Special Administrative Region of the People's Republic of China. The remainder of the Macao Casino opened in late August 2004. The Company is also in the process of developing two additional casino resorts: the Palazzo Casino Resort in Las Vegas and the Macao Venetian Casino Resort in Macao.

LVSI's principal stockholder (the "Principal Stockholder") was also the sole stockholder of Interface Group Holding Company, Inc. ("Interface"). On July 29, 2004, the Company acquired all of the capital stock of Interface from the Principal Stockholder in exchange for the issuance to the Principal Stockholder of 220,370 additional shares of LVSI's common stock. Interface indirectly owns the Expo Center and holds a $252.6 million Redeemable Preferred Interest in Venetian Casino Resort, LLC (see Note 8). The acquisition of Interface by LVSI has been accounted for as a reorganization of entities under common control, in a manner similar to a pooling-of-interests.

The Company is involved in significant litigation relating to the cost of construction of the Casino Resort. See "Note 12—Commitments and Contingencies".

The consolidated financial statements include the accounts of LVSI and its subsidiaries (the "Subsidiaries"), including Venetian Casino Resort, LLC ("Venetian"), Interface Group Holding Company, Inc. ("Interface"), Mall Intermediate Holding Company, LLC ("Mall Intermediate"), Grand Canal Shops Mall Subsidiary, LLC (the "New Mall Subsidiary"), Grand Canal Shops II, LLC (the "Mall II Subsidiary"), Grand Canal Shops Mall MM Subsidiary, Inc., Venetian Hotel Operations, LLC ("Mall Construction"), Lido Intermediate Holding Company, LLC ("Lido Intermediate"), Lido Casino Resort Holding Company, LLC, Lido Casino Resort, LLC (the "Phase II Subsidiary"), Lido Casino Resort MM, Inc., Venetian Transport, LLC ("Venetian Transport"), Venetian Venture Development, LLC ("Venetian Venture"), Venetian Venture Development Intermediate Limited, Venetian Venture Development Intermediate I, Venetian Venture Development Intermediate II, Venetian Macau Finance Company, VI Limited, Las Vegas Sands (UK) Limited, Venetian Macau Limited ("Venetian Macau"), Venetian Macau Holdings Limited, Venetian Marketing, Inc. ("Venetian Marketing"), Venetian Far East Limited and Venetian Operating Company, LLC ("Venetian Operating") (collectively, and including all other direct and indirect subsidiaries of LVSI, the "Company"). Each of LVSI and the Subsidiaries is a separate legal entity and the assets of each such entity are intended to be available only to the creditors of such entity, except to the extent of guarantees on indebtedness. See "Note 7—Long-Term Debt ".

Venetian was formed on March 20, 1997 to own and operate certain portions of the Casino Resort. LVSI is the managing member and owns 100% of the common voting equity in Venetian.

F-8

Various Subsidiaries are guarantors or co-obligors of certain indebtedness related to the Casino Resort. See "Note 7—Long-Term Debt ."

The Mall II Subsidiary is an indirect, wholly owned subsidiary of LVSI, and owns and operates the Mall. The Mall II Subsidiary was formed on May 31, 2002 and became a successor to the Mall Subsidiary in connection with the refinancing of the Mall's indebtedness. See "Note 7—Long-Term Debt."

Venetian Macau is an indirect, wholly owned subsidiary of LVSI, and owns and will operate the Macau Casino. See "Note 7—Long-Term Debt."

The Casino Resort is physically connected to the approximately 1.15 million square foot Expo Center. The indirect owner of the Expo Center was acquired by LVSI on July 29, 2004. Venetian, the Mall II Subsidiary, and Interface transact business with each other and are parties to certain agreements. The nature of such transactions and the amounts involved are disclosed in the notes to the financial statements.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany balances and transactions have been eliminated.

Significant Accounting Policies and Estimates

The preparation of the consolidated financial statements in accordance with generally accepted accounting principles requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, management evaluates those estimates, including those related to asset impairment, accruals for slot marketing points, self-insurance, compensation and related benefits, revenue recognition, allowance for doubtful accounts, contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short-term investments with original maturities not in excess of 90 days.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out and specific identification methods. Inventories consist primarily of food, beverage and retail products.

F-9

Accounts Receivable

Accounts receivable are due within one year and are recorded net of amounts estimated to be uncollectible.

Deferred Revenue

Deferred revenue for future services for convention facility rental are recorded to the extent that the installments have been paid or billed pursuant to contractual terms. Revenue is recorded in income when the related services are performed or event is held.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets, which do not exceed the lease term for leasehold improvements, as follows:

Building and improvements		15 to 40 years
Furniture, fixtures and equipment		3 to 15 years
Leasehold improvements		5 to 10 years

Maintenance, repairs and renewals that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Gains or losses on disposition of property and equipment are included in the statements of operations.

Management reviews assets for possible impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets exceeds their fair value. Impairment losses are recognized when estimated future undiscounted cash flows expected to result from the use of the assets and their eventual disposition are less than their carrying amounts. Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-Lived Assets." This statement retains the prior requirements of SFAS No. 121, "Accounting for the Impairment of Long-Lived assets and for Long-Lived Assets to Be Disposed Of" to recognize impairments on property, plant and equipment. The adoption of SFAS No. 144 had no impact on the Company's financial condition, results of operations or cash flows.

Capitalized Interest

Interest costs associated with major construction projects are capitalized. Interest is capitalized on amounts expended using the weighted-average cost of the Company's outstanding borrowings. Capitalization of interest ceases when the project is substantially complete.

Pre-opening and Developmental Costs

Pre-opening and developmental costs, representing primarily direct personnel and other costs incurred prior to the opening of new ventures are expensed as incurred.

Debt Discount and Deferred Offering Costs

Debt discount and offering costs are amortized based on the terms of the related debt instruments using the effective interest method.

F-10

Earnings (loss) Per Share

Basic and diluted income (loss) per share is calculated based upon the weighted average number of shares outstanding. The dilutive impact of the 2,000 unexercised options to purchase shares of the Company's common stock have been included in the computation of diluted earnings per share for the twelve months ended December 31, 2003, but the impact of 5,500 unexercised options has been excluded from the computation of earnings per share for the twelve months ended December 31, 2002 as their impact would have been antidilutive.

As further described in Note 9, in the first quarter of 2002, the Company completed a stock split whereby the number of common shares outstanding was increased to 1,000,000 from 925,000. Accordingly, all earnings per share calculations have been adjusted to retroactively give effect to the increase in shares outstanding to 1,000,000 and the July 29, 2004 issuance of 220,370 shares of common stock in connection with the acquisition of Interface as further described in Note 1.

The Company has elected to follow Accounting Principles Board Opinion No. 25 entitled "Accounting For Stock Issued to Employees" and accounts for its stock-based compensation to employees using the intrinsic value method. Under this method, compensation expense is the difference between the market value of the Company's stock and the stock option's exercise price at the measurement date. Under APB 25, if the exercise price of the stock options is equal to or greater than the market price of the underlying stock on the date of grant, no compensation expense is recognized. During the years ended December 31, 2001, 2002 and 2003 the Company recognized no stock-based compensation expense. The Company's stock-based employee compensation plan is more fully discussed in Note 9.

Had the Company accounted for the plan under the fair value method allowed by Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), the Company's net income and earnings per share would have been reduced to the following pro forma amounts:

	For Year Ended December 31,
	2001		2002			2003
Net income (loss), as reported	$	7,874	$	(11,844	)	$	66,634
Deduct: Total stock-based employee compensation expense determined under the minimum value method for all awards, net of related tax effects		—		(55	)		(3	)
Add: Forfeitures of options to purchase common stock		—		—			1

Pro forma net income (loss)	$	7,874	$	(11,899	)	$	66,632

Basic earnings per share, as reported	$	6.45	$	(9.71	)	$	54.60

Basic earnings per share, pro-forma	$	6.45	$	(9.75	)	$	54.60

Diluted earnings per share, as reported	$	6.45	$	(9.71	)	$	54.51

Diluted earnings per share, pro-forma	$	6.45	$	(9.75	)	$	54.51

The estimated fair value of options granted during 2002 and 2003 was $1 per share and was computed using the minimum valve method with the following weighted average assumptions: risk free interest rate of 3.84%; no expected dividend yields; and expected lives of 2 years.

F-11

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, performance of the service or delivery of the product has occurred, the sales price is fixed or determinable and collectibility is probable.

Casino Revenue and Promotional Allowances

Casino revenue is the aggregate of gaming wins and losses. Effective in the first quarter of 2001, the Company adopted Emerging Issues Task Force Issue 00-22 ("EITF 00-22"). EITF 00-22 requires that cash discounts and other cash incentives related to gaming play be recorded as a reduction of gross casino revenues. In connection with the adoption of EITF 00-22 in the first quarter of 2001, the Company reclassified $6.1 million of such discounts in the 2000 financial statements. In addition, in accordance with industry practice, the retail value of accommodations, food and beverage, and other services furnished to hotel/casino guests without charge is included in gross revenue and then deducted as promotional allowances. The estimated departmental cost of providing such promotional allowances is included primarily in casino operating expenses as follows (in thousands):

	Cost December 31,
	2001		2002		2003
Food and Beverage	$	9,357	$	8,171	$	8,362
Rooms		6,996		5,614		8,545
Other		1,752		1,157		1,067

	$	18,105	$	14,942	$	17,974

The estimated retail value of such promotional allowances is included in operating revenues as follows (in thousands):

	Revenue December 31,
	2001		2002		2003
Food and Beverage	$	14,749	$	12,858	$	13,712
Rooms		25,828		20,007		29,819
Other		2,017		1,343		1,325

	$	42,594	$	34,208	$	44,856

Rental and Convention Revenues

Minimum rental revenues are recognized on a straight-line basis over the terms of the related lease. Percentage rents are recognized in the period in which the tenants exceed their respective percentage rent thresholds. Charges to tenants for real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period billed which approximates the period in which the applicable costs are incurred. Convention revenues are recognized when the related service is rendered or the event is held.

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Hotel and Food and Beverage Revenues

Hotel revenue recognition criteria are generally met at the time of occupancy. Food and beverage revenue recognition criteria are generally met at the time of service. Deposits for future hotel occupancy or food and beverage services contracts are recorded as deferred income until revenue recognition criteria are met. Cancellation fees for hotel and food and beverage services are recognized upon cancellation by the customer as defined by a written contract entered into with the customer.

Slot Club Promotion and Progressive Jackpot Payouts

The Company has established a promotional club to encourage repeat business from frequent and active slot machine customers and table games patrons. Members earn points based on gaming activity and such points can be redeemed for cash. The Company accrues for club points as a reduction to revenue based upon the estimates for expected redemptions. The Company maintains a number of progressive slot machines and table games. As wagers are made on the respective progressive games, the amount available to win (to be paid out when the appropriate jackpots are hit) increases. The Company has recorded the progressive jackpots as a liability with a corresponding charge against casino revenue.

Income Taxes

LVSI has elected to be taxed as an S Corporation and its wholly owned subsidiaries are either limited liability companies or S Corporations, each of which is a tax pass-through entity for federal income tax purposes. Nevada does not levy a corporate income tax and the Company has an income tax holiday in Macau through 2007. Accordingly, no provision for federal, state, or foreign income taxes is included in the statement of operations. The Company's debt instruments provides for dividends to be paid to stockholders to pay income taxes associated with taxable income of the Company attributable to each stockholder. During 2003, the Company declared and accrued $4.2 million of tax dividends. See Note 16.

Advertising Costs

Costs for advertising are expensed as incurred, except costs for direct-response advertising, which are capitalized and amortized over the period of the related program. Direct-response advertising consists primarily of mailing costs associated with the direct-mail programs. Capitalized advertising costs, included in prepaid expense, were immaterial at December 31, 2002 and 2003. Advertising costs that were expensed during the year were $5.7 million, $3.7 million and $2.8 million in 2001, 2002 and 2003, respectively.

Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of short-term investments and receivables. The short-term investments (including restricted cash equivalents) are placed with a high credit quality financial institution, which invests primarily in money market funds.

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Accounting for Derivative Instruments and Hedging Activities

In June 1998, the Financial Accounting Standards Board adopted Statement of Financial Accounting Standards No. 133 ("SFAS 133"), entitled "Accounting for Derivative Instruments and Hedging Activities," which establishes accounting and reporting standards for derivative instruments and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If specific conditions are met, a derivative may be specifically designated as a hedge of specific financial exposures. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and, if used in hedging activities, it depends on its effectiveness as a hedge. The Company adopted SFAS 133 on January 1, 2001.

The Company, from time to time, uses interest rate caps and floors and similar financial instruments to assist in managing interest incurred on its long-term debt. The difference between amounts received and amounts paid under such agreements, as well as any costs or fees, is recorded as a reduction of, or addition to, interest expense as incurred over the life of the cap and floor or similar financial instruments.

The Company has a policy aimed at managing interest rate risk associated with its current and anticipated future borrowings. This policy enables the Company to use any combination of interest rate swaps, futures, options, cap and similar instruments. To the extent the Company employs such financial instruments pursuant to this policy, and the instruments qualify for hedge accounting, they are accounted for as hedging instruments. In order to qualify for hedge accounting, the underlying hedged item must expose the Company to risks associated with market fluctuations and the financial instrument used must be designated as a hedge and must reduce the Company's exposure to market fluctuation throughout the hedge period. If these criteria are not met, a change in the market value of the financial instrument is recognized as a gain or loss in the period of change. Otherwise, gains and losses are not recognized except to the extent that the financial instrument is disposed of prior to maturity. Net interest paid or received pursuant to the financial instrument is included as interest expense in the period.

Losses on Retirement of Indebtedness

In April 2002, the Financial Accounting Standards Board issued Statement No. 145 ("SFAS 145") "Rescission of FASB Statements Nos. 4, 44 and 64 and Amendment of FASB Statement No. 13." SFAS 145 addresses the presentation for losses on early retirements of debt in the statement of operations. During 2002, the Company adopted SFAS 145 and has not presented losses on early retirements of debt as an extraordinary item. Additionally, during 2002 prior period extraordinary losses were reclassified to conform to this new presentation. Adoption of SFAS 145 had no impact on the Company's financial condition or cash flows.

Reclassifications

The consolidated financial statements and footnotes for prior years reflect certain reclassifications to conform with the current year presentation, which have no effect on previously reported net income (loss).

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Recent Accounting Pronouncements

In August 2001, the Financial Accounting Standards Board issued Statement No. 143 ("SFAS 143"), "Accounting for Obligations Associated with the Retirement of Long-Lived Assets." The objectives of SFAS 143 are to establish accounting standards for the recognition and measurement of an asset retirement obligation and its associated asset retirement cost. SFAS 143 is effective for fiscal years beginning after June 15, 2002, and was adopted by the Company on January 1, 2003.

In June 2002, the Financial Accounting Standard Board issued Statement No. 146 ("SFAS 146") "Accounting for Costs Associated with Exit or Disposal Activities." The provisions of SFAS 146 become effective for exit or disposal activities commenced subsequent to December 31, 2002. SFAS 146 was adopted by the Company on January 1, 2003.

In November 2002, the Financial Accounting Standards Board issued FASB Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies (for guarantees issued after January 1, 2003) that a guarantor is required to recognize at the inception of a guarantee, a liability for the fair value of the obligations undertaken in issuing the guarantee, excluding those for guarantees among entities within a consolidated group. At December 31, 2003, the Company does not have any guarantees outside of its consolidated group.

In December 2002 the Financial Accounting Standards Board issued Statement No. 148 ("SFAS 148") "Accounting for Stock-Based Compensation." The provisions of SFAS 148 became effective on December 15, 2002. The Company has adopted the disclosure requirements of SFAS 148.

In January 2003, the Financial Accounting Standards Board issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities." This Interpretation addresses the requirements for business enterprises to consolidate related entities in which they are determined to be the primary economic beneficiary as a result of their variable economic interests. The Interpretation is intended to provide guidance in judging multiple economic interests in an entity and in determining the primary beneficiary. The Interpretation outlines disclosure requirements for variable interest entities in existence prior to January 31, 2003, and outlines consolidation requirements for variable interest entities created after January 31, 2003. The Company has reviewed its major relationships and its overall economic interests with other companies consisting of related parties, companies in which it has an equity position and other suppliers to determine the extent of its variable economic interest in these parties.

The adoptions of SFAS 143, SFAS 146, SFAS 148 and FIN 45 and FIN 46 did not have a material impact on the Company's financial condition, results of operations or cash flows.

In May 2003, the Financial Accounting Standards Board issued Statement No. 150 ("SFAS 150") "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." The Company is considered a non-public entity, as defined by SFAS 150. Accordingly, for the Company, the provisions of SFAS 150 will become effective during the quarter ending March 31, 2004.

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In December 2003, the FASB issued a revision to SFAS No. 132, "Employers' Disclosure about Pensions and Other Postretirement Benefits, an Amendment of FASB Statements No. 87, 88 and 106 and a revision of FASB Statement No. 132" ("SFAS 132R"). This statement requires additional disclosure in relation to the types of plan assets, investment strategy, measurement date(s), plan obligations, cash flows and components of net periodic benefit cost recognized during interim periods. The provisions of this statement are effective for financial statements with fiscal years ending after December 15, 2003. The interim period disclosures are effective for interim periods beginning after December 15, 2003. The Company adopted SFAS 132R in December 2003. The adoption of this statement did not have a material impact on the Company's financial position, results of operations or cash flows.

NOTE 3—RESTRICTED CASH AND CASH EQUIVALENTS

The Venetian Macau Senior Secured Notes issued on August 21, 2003 provided for a $120.0 million single draw. The Venetian Macau Senior Secured Notes proceeds of $117.1 million (net of financing fees and costs) were deposited into restricted accounts invested in cash or permitted investments and pledged to the holders of the Venetian Macau Senior Secured Notes. Restricted cash and cash equivalents at December 31, 2003 includes $117.1 million which will be used as required for the Macau Casino project costs under disbursement terms specified in the Venetian Macau Senior Secured Notes agreements.

The senior secured credit facility that the Company entered into on June 4, 2002 (the "Senior Secured Credit Facility") provided for a $250.0 million single draw senior secured term loan facility (the "Term B Facility"). Term B Facility proceeds of $185.0 million were deposited into restricted accounts invested in cash or permitted investments and pledged to a disbursement agent for the Senior Secured Credit Facility lenders. The $185.0 million was used as required for Phase IA Addition project costs under disbursement terms specified in the Senior Secured Credit Facility. The disbursement account was subject to a security interest in favor of the lenders under the Senior Secured Credit Facility. As of December 31, 2002 the Phase IA disbursement, account balance was $101.2 million all of which was expended during 2003 in connection with the completion of constructions of the Phase IA Addition.

Pursuant to the terms of certain of its debt agreements, the Company is also required to maintain certain funds in escrow for debt service, property taxes and other deposits. At December 31, 2002 and 2003, $4.1 million and $5.4 million, respectively was held by the lenders' agent in escrow for these purposes. The amounts in escrow are classified as restricted cash in the accompanying financial statements.

Restricted cash and cash equivalents also includes advance customer deposits for convention facility rentals that have been paid pursuant to contractual terms. As of December 31, 2002 and 2003, restricted cash and cash equivalents included advance customer deposits of $19.6 million and $19.3 million, respectively.

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NOTE 4—ACCOUNTS RECEIVABLE

Components of accounts receivable were as follows (thousands):

	December 31,
	2002			2003
Casino	$	59,633		$	55,096
Hotel		15,820			24,398
Other		5,025			4,856

		80,478			84,350
Less: allowance for doubtful accounts and discounts		(26,942	)		(30,153	)

	$	53,536		$	54,197

The Company extends credit to approved casino customers following background checks and investigations of creditworthiness. At December 31, 2003, a substantial portion of the Company's casino receivables were due from customers residing in foreign countries. Business or economic conditions, the legal enforceability of gaming debts, or other significant events in these countries could affect the collectibility of such receivables.

An estimated allowance for doubtful accounts and discounts is maintained to reduce the Company's receivables to their estimated net realizable value. Although management believes the allowance is adequate, it is possible that the estimated amount of cash collections with respect to the casino accounts receivable could change.

NOTE 5—PROPERTY AND EQUIPMENT, NET

Property and equipment includes costs incurred to construct the Casino Resort which amount is disputed in litigation (See—"Note 12—Commitments and Contingencies") and other new ventures and consist of the following (in thousands):

	For Year Ended December 31,
	2002			2003
Land and land improvements	$	121,082		$	128,850
Building and improvements		949,897			1,219,284
Equipment, furniture, fixtures and leasehold improvements		153,952			198,811
Construction in progress		197,882			167,235

		1,422,813			1,714,180
Less: accumulated depreciation and amortization		(176,206	)		(229,510	)

	$	1,246,607		$	1,484,670

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Construction in progress at December 31, 2003 consists of the following:

	For Year Ended December 31,
	2002		2003
Macau Casino	$	4,821	$	85,956
Phase IA		146,853		—
Phase II Resort		42,279		64,719
Other		3,929		16,560

	$	197,882	$	167,235

The Casino Resort serves as collateral for various financing facilities (Note 7) .

Capital expenditures during the years ended December 31, 2001, 2002 and 2003 were $56.0 million, $136.7 million and $279.9 million and were comprised of the Company's construction activities on the Phase IA addition, the Macau Casino and the Phase II Resort. During the years ended December 31, 2001, 2002 and 2003, the Company capitalized interest expense of $2.0 million, $2.6 million and $5.6 million, respectively.

NOTE 6—OTHER ACCRUED LIABILITIES

Other accrued liabilities consist of the following (in thousands):

	For Year Ended December 31,
	2002		2003
Customer deposits	$	35,216	$	44,345
Payroll and related		24,678		30,713
Taxes and licenses		7,718		6,639
Outstanding gaming chips and tokens		5,075		4,888
Accrued dividends payable		—		4,198
Other accruals		23,891		20,329

	$	96,578	$	111,112

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NOTE 7—LONG-TERM DEBT

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

		For Year Ended December 31,
		2002			2003
Indebtedness of the Company and its Subsidiaries other than the Mall II and Macau Subsidiaries:
	11% Mortgage Notes, due June 15, 2010	$	850,000		$	850,000
	Senior Secured Credit Facility—Term B		248,750			246,250
	Senior Secured Credit Facility—Term A		—			48,333
	FF&E Credit Facility		—			14,400
	Interface Nevada note payable		133,562			127,512
Indebtedness of the Mall II Subsidiary:
	Secured Mall Facility		120,000			120,000
Indebtedness of the Macau Subsidiaries:
	Venetian Macau Senior Secured Notes—Tranche A		—			75,000
	Venetian Macau Senior Secured Notes—Tranche B		—			45,000
	Venetian Intermediate Credit Facility		—			40,000

			1,352,312			1,566,495
Less: current maturities			(8,550	)		(41,379	)

Total long-term debt		$	1,343,762		$	1,525,116

On June 4, 2002, the Company completed a series of refinancing transactions (collectively, the "Refinancing Transactions") including: (1) the issuance of $850.0 million in aggregate principal amount of 11% mortgage notes due 2010 (the "Mortgage Notes") in a private placement; (2) entering into a new senior secured credit facility (the "Senior Secured Credit Facility") with a syndicate of lenders in an aggregate amount of $375.0 million; and (3) entering into a secured mall facility (the "Secured Mall Facility") in an aggregate amount of $105.0 million, which was subsequently increased to $120.0 million on June 28, 2002. The Company used the proceeds of the Refinancing Transactions to repay, redeem or repurchase all of its previously outstanding indebtedness, to finance the construction and development of the Phase IA Addition and to pay all fees and expenses associated with the Refinancing Transactions. In addition, the completion guarantee provided by the Principal Stockholder relating to the construction of the Casino Resort was terminated upon the consummation of the Refinancing Transactions and the remaining cash collateral was returned to the Principal Stockholder.

Mortgage Notes

The Mortgage Notes bear interest at 11%, payable each June 15th and December 15th. The Mortgage Notes are secured by second priority liens on certain assets of the Company (the personal property and the real estate improvements that comprise the hotel, the casino, and the convention space, with certain exceptions). The Mortgage Notes are redeemable at the option of LVSI and Venetian at prices ranging from 100% to 105.5% commencing on or after June 15, 2006, as set forth in the Mortgage Notes and the indenture pursuant to which the Mortgage Notes were

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issued (the "Indenture"). Prior to June 15, 2006, LVSI and Venetian may redeem the Mortgage Notes at their principal amount plus an applicable make-whole premium. Upon a change of control (as defined in the Indenture), each Mortgage Note holder may require LVSI and Venetian to repurchase such Mortgage Notes at 101% of the principal amount thereof plus accrued interest and other amounts which are then due, if any. On or prior to June 15, 2005, the Company may redeem up to 35% of the Mortgage Notes with the net cash proceeds of one or more offerings of equity securities at a redemption price of 111% of the principal amount of the Mortgage Notes, plus accrued and unpaid interest. Upon an event of loss or certain asset sales, the Company may also be required to offer to purchase all or a portion of the Mortgage Notes with the proceeds of such event of loss or sale. The Mortgage Notes are not subject to a sinking fund requirement.

On December 27, 2002, the Company completed an exchange offer to exchange the Mortgage Notes for publicly traded mortgage notes with substantially the same terms.

Senior Secured Credit Facility

The Senior Secured Credit Facility provides for a $250.0 million single draw senior secured term loan facility (the "Term B Facility"), a $50.0 million senior secured delayed draw facility (the "Term A Facility") and a $75.0 million senior secured revolving facility (the "Revolving Facility"). The net proceeds from the Term A and Term B Facilities of $235.0 million were deposited into a disbursement account for the Phase IA Addition, invested in cash or permitted investments, pledged to a disbursement agent for the Senior Secured Credit Facility lenders and used as required for Phase IA Addition project costs under disbursement terms specified in the Senior Secured Credit Facility.

The Term B Facility matures on June 4, 2008 and is subject to quarterly amortization payments in the amount of $625,000 from September 30, 2002 until September 30, 2007, followed by four equal quarterly amortization payments of $59.4 million until the maturity date. The Term A Facility was drawn in full on May 26, 2003, matures on June 4, 2007 and is subject to quarterly amortization payments commencing on December 31, 2003 in the amount of $1,666,667 for three quarters, $2,500,000 for the succeeding four quarters, $3,750,000 for the next four quarters and $5,000,000 for the final four quarters.

The Revolving Facility matures on June 4, 2007 and has no interim amortization. No amounts had been drawn under the Revolving Facility as of December 31, 2003. However, as described below, LVSI has guaranteed borrowings under a $50 million credit facility of Venetian Venture Development Intermediate Limited, a wholly owned subsidiary of the Company ("Venetian Intermediate"), to fund construction and development costs of the Macau Casino. These guarantees will be supported by $50 million of letters of credit to be issued under the Revolving Facility of which $40.0 million had been issued as of December 31, 2003. In addition, LVSI will guarantee funding of certain cost overruns of the Macau Casino as further described in Note 12. The guaranty is supported by a $10 million letter of credit issued under the Revolving Facility during January 2004. As a result of the issuance of these letters of credit, the amount available for working capital loans under the Revolving Facility has decreased from the $35.0 million of availability as of December 31, 2003 to $15.0 million during January 2004.

F-20

All amounts outstanding under the Senior Secured Credit Facility bear interest at the option of the Company at the prime rate plus 2% per annum, or at the reserve adjusted Eurodollar rate plus 3% per annum. Since the substantial completion of the Phase IA Addition, the applicable margin for amounts outstanding under the Term A Facility and the Revolving Facility is determined by a grid based upon a leverage ratio. The leverage ratio is calculated as the ratio of consolidated total debt as of the last day of each fiscal quarter to EBITDA (as defined in the Senior Secured Credit Facility) for the four-fiscal quarter period ending on such date. Commitment fees equal to 0.50% per annum of the daily average unused portion of the commitment under the Revolving Facility are payable quarterly in arrears. The average interest rate for the Senior Secured Credit Facility was 4.2% during the twelve months ended December 31, 2003.

The Senior Secured Credit Facility is secured by a first priority lien on certain assets of the Company (the personal property and the real estate improvements that comprise the hotel, the casino, and the convention space, with certain exceptions). The Senior Secured Credit Facility contains affirmative, negative and financial covenants including limitations on indebtedness, liens, investments, guarantees, restricted junior payments, mergers and acquisitions, sales of assets, leases, transactions with affiliates and scope-changes and modifications to material contracts. Additionally, the Company is required to comply with certain financial ratios and other financial covenants including total debt to EBITDA ratios, EBITDA to interest coverage ratios, minimum net worth covenants and maximum capital expenditure limitations. At December 31, 2003, the Company was in compliance with all required covenants and ratios under the Senior Secured Credit Facility.

Pursuant to the terms of the Senior Secured Credit Facility, the Company is also required to maintain certain funds in escrow for insurance and property taxes. At December 31, 2003, $2.1 million was held by the lenders' agent in escrow for these purposes. The amounts in escrow are classified as restricted cash in the accompanying financial statements.

FF&E Financing

In September 2003, the Company and a lender entered into a credit facility (the "FF&E Credit Facility") to provide $15.0 million of financing for the Phase IA Addition. The proceeds from the FF&E Credit Facility were used to finance certain furniture, fixtures and equipment (the "Specified FF&E") for the Phase IA Addition and the facility is secured by the specified FF&E. The FF&E Credit Facility provides for a 60-month basic term loan. Interest on the term loan is three month LIBOR plus 3.00% and is payable quarterly. The FF&E Credit Facility is subject to nineteen quarterly amortization payments of $600,000 beginning January 1, 2004, and one final payment of $3,600,000 on October 1, 2008. The average interest rate for the FF&E Credit Facility was 4.2% during the period the Facility was outstanding during 2003.

Interface Nevada Note Payable

On June 28, 2001, Interface Group-Nevada, Inc. ("Interface Nevada") entered into a $141.0 million loan agreement with a financial institution. The proceeds from the loan were used to pay, in full, the outstanding balances of the Company's then existing notes payable. Principal and interest on the loan is payable on the first calendar day of each month. The loan was due August 1,

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2004. On July 30, 2004, Interface Nevada paid the total outstanding debt balance as more fully described below.

The loan was collateralized by a deed of trust on substantially all of the land, buildings, and equipment of the Expo Center. Pursuant to the loan agreement, Interface Nevada was required to maintain certain minimum debt service coverage ratios (as defined). Interface Nevada was also required to maintain an escrow account to provide for taxes, insurance, customer deposits, certain capital expenditures, and one month's principal and interest. At December 31, 2003, and 2002, $19,297,000 and $19,604,000, respectively, were held in escrow. Excess cash beyond the required escrow balances are available to the Company for utilization at its discretion.

The loan bore interest at LIBOR plus 3.44% and for the year ended December 31, 2003, the average interest rate was 4.6%. Interface Nevada had entered into an interest rate cap agreement for the full amount of the loan. The agreement was used to limit the exposure of increases in interest rates and limits the maximum LIBOR rate for purposes of the loan's variable interest rate calculation to 5.65%. The interest rate cap provision entitled the Company to receive from the counterparties the amounts, if any, by which the selected market interest rates exceeded the strike rates stated in such agreement. The cap agreement was terminated during 2004.

On July 30, 2004, Interface Nevada entered into a mortgage loan (the "Interface Mortgage Loan") pursuant to which it borrowed $100.0 million. The proceeds from the loan and cash on hand were used to repay in full the amounts outstanding under its prior mortgage loan and to pay for related fees and expenses. Interface Nevada's obligations under the loan are secured by a first priority mortgage on the Expo Center and by certain other related collateral.

Interface Nevada must repay in full all amounts outstanding under the Interface Mortgage Loan by August 10, 2006, unless it exercises its renewal options, in which event the loan must be repaid by February 10, 2009. The loan will amortize pursuant to a 20-year mortgage schedule, based on a 9.25% interest rate assumption. If cash flow is available after the payment of interest and mandatory amortization, tax and insurance reserve amounts, operating expenses, capital expenditures and deposits into a deferred revenue reserve, additional principal payments must be made equal to the difference between (i) the principal payments necessary to amortize the loan pursuant to a 15-year schedule, based on a 7.00% interest rate and (ii) the mandatory amortization payment. The loan bears interest at an interest rate equal to LIBOR plus 3.75%. After a twelve-month lockout period, the loan may be prepaid in whole or in part.

Secured Mall Facility

In June 2002, the Company also entered into an agreement (the "Secured Mall Facility") with certain lenders to provide for a $105.0 million loan (subsequently increased to $120.0 million on June 28, 2002) to the Mall II Subsidiary. The initial $105.0 million of proceeds (net of financing costs) from the Secured Mall Facility, along with the proceeds of a $37.9 million capital contribution in Mall II Subsidiary by Venetian, were used to repay the Mall Take-out Financing and costs previously owed by the Mall Subsidiary. Upon the consummation of the Refinancing Transactions, the assets of the Mall were transferred to the Mall II Subsidiary, the borrower under the Secured Mall Facility. The additional $15.0 million of proceeds (net of financing costs) were distributed to

F-22

Venetian and used for general corporate purposes. The indebtedness under the Secured Mall Facility is secured by a first priority lien on the assets that comprise the Mall (the "Mall Assets"). The average interest rate for the Secured Mall Facility was 3.1% during the twelve month ended December 31, 2003.

The amounts outstanding under the Secured Mall Facility bear interest at the adjusted one month Eurodollar rate plus 1.875% per annum. Interest is paid monthly and there is no scheduled principal amortization. The Secured Mall Facility is due in full on June 10, 2005 and provides for two one-year extensions at the option of the Company, subject to certain criteria. The Secured Mall Facility contains affirmative, negative and financial covenants including net operating income performance standards. Failure to meet these financial covenants in certain circumstances allows the lenders' agent to control collection of rents, to approve operating budgets and provides for a cash sweep of excess cash flow to reduce amounts outstanding under the Secured Mall Facility.

The Company is required to maintain an interest rate cap agreement to limit the impact of increases in interest rates on its floating rate debt derived from the Secured Mall Facility. To meet the requirements of the Secured Mall Facility, the Company entered into a cap agreement during June 2002 (the "Mall Cap Agreement") that resulted in a premium payment to counterparties based upon notional principal amounts for a term equal to the term of the Secured Mall Facility. The provisions of the Mall Cap Agreement entitle the Company to receive from the counterparties the amounts, if any, by which the selected market interest rates exceed the strike rates stated in such agreement. There was no net effect on interest expense as a result of the Mall Cap Agreement for the twelve months ended December 31, 2003. The notional amount of the Mall Cap Agreement (which expires on June 28, 2005) at December 31, 2003 was $120.0 million.

Venetian Intermediate Credit Facility

As further described in Note 5, Venetian Macau is currently constructing the Macau Casino, which it expects to complete by June 2004. On March 27, 2003, Venetian Intermediate entered into a credit agreement ("Venetian Intermediate Credit Agreement") with a lender to provide $50.0 million of financing for the Macau Casino. Venetian Intermediate owns 100% of Venetian Macau. The obligations under the loans to be made under the Venetian Intermediate Credit Agreement are guaranteed by the Company and Venetian and supported by letters of credit to be issued under the Revolving Facility in favor of the Venetian Intermediate Credit Agreement lenders. As a result of the issuance of the letters of credit, the amounts available for working capital loans under the Revolving Facility have been reduced on a dollar for dollar basis. The amounts outstanding under the Venetian Intermediate Credit Facility bear interest at the base rate or the adjusted Eurodollar rate plus 0.5% per annum. Interest is payable on the base rate loans on a quarterly basis and is payable on Eurodollar loans at the end of the applicable interest period, and there is no scheduled principal amortization. The credit facility is due in full on March 27, 2006. As of December 31, 2003, $40.0 million was outstanding under the Venetian Intermediate Credit Agreement and was supported by $40.0 million of letters of credit issued under the Revolving Facility. The average interest rate during 2003 was $1.7%.

F-23

Venetian Macau Senior Secured Notes

On August 21, 2003, a wholly owned subsidiary of Venetian Macau, Venetian Macau Finance Company issued $120.0 million in aggregate principal amount of floating rate senior secured notes due August 2008 (the "Venetian Macau Senior Secured Notes"). The Venetian Macau Senior Secured Notes issued by Venetian Macau Finance Company are guaranteed by Venetian Macau. All assets of Venetian Macau and its subsidiaries secure the Venetian Macau Senior Secured Notes and the guarantee and restrictions have been placed on the payment of dividends to LVSI from Venetian Macau and its subsidiaries. As a result of the restrictions, approximately $117.9 in net assets for the Venetian Macau at December 31, 2003 are not available at the parent level and are considered to be restricted net assets of subsidiaries at such date.

$75.0 million in aggregate principal amount of the Venetian Macau Senior Secured Notes bear interest at the rate of three month U.S. dollar LIBOR plus 3.25%, payable quarterly ("Tranche A Notes"), and $45 million in aggregate principal amount of the Venetian Macau Senior Secured Notes bear interest at the rate of three month U.S. dollar LIBOR plus 4.00%, payable quarterly ("Tranche B Notes"). The Tranche A Notes have a mandatory redemption of $7.5 million on August 21, 2005, $11.2 million on August 21, 2006, $18.8 million on August 21, 2007 and $37.5 million on August 21, 2008. The Tranche B Notes have no interim amortization and are due in full on August 21, 2008. The average interest rate on the Venetian Macau Senior Secured Notes during 2003 was 4.8%.

Macau Revolver

On December 18, 2003, Venetian Macau and Venetian Macau Finance Company entered into a $20.0 million revolving credit facility ("Macau Revolver") with a group of lenders. The Macau Revolver is secured on a pari passu basis with the same collateral as the Venetian Macau Senior Secured Notes. The Macau Revolver matures December 18, 2006 and bears interest at Libor plus 3.75%. No amounts have been drawn under the Macau Revolver.

Scheduled Maturities of Long-Term Debt

Scheduled maturities of long-term debt outstanding at December 31, 2003 are summarized as follows (in thousands):

2004	$	41,379
2005		148,802
2006		77,838
2007		155,645
2008		211,457
Thereafter		931,374

	$	1,566,495

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Fair Value

Estimated fair values of the Company's debt and related financial instruments are as follows (in thousands):

	For the Year Ended December 31,
	2002						2003
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
11% Mortgage Notes	$	850,000		$	890,375		$	850,000		$	986,000
Senior Secured Credit Facility—Term A		—			—			48,333			48,333
Senior Secured Credit Facility—Term B		248,750			248,750			246,250			246,250
Secured Mall Facility		120,000			120,000			120,000			120,000
FF&E Credit Facility		—			—			14,400			14,400
Venetian Macau Senior Secured Notes		—			—			120,000			120,000
Venetian Intermediate Credit Facility		—			—			40,000			40,000
Interface Nevada $141.0 million note payable		133,562			133,562			127,512			127,512
Cap and Floor Agreement		887			887			—			—
Cap Agreement		(74	)		(74	)		(1	)		(1	)

The fair values of the Mortgage Notes are based on quoted market prices. The fair values of other indebtedness and the FF&E Credit Facility approximate their respective carrying amounts based on the variable nature of these facilities. The fair value of the Cap Agreement is based upon quotes from brokers.

NOTE 8—ACQUISITION OF INTERFACE AND REDEEMABLE PREFERRED INTEREST IN VENETIAN CASINO RESORT, LLC

On July 29, 2004, the Company acquired all of the capital stock of Interface from the Principal Stockholder in exchange for the issuance to the Principal Stockholder of 220,370 additional shares of LVSI's common stock. Interface indirectly owns the Expo Center and holds the $252.6 million Redeemable Preferred Interest in Venetian Casino Resort, LLC. The aquisition of Interface by LVSI has been accounted for as a reorganization of entities under common control, in a manner similar to a pooling-of-interests.

During 1997, Interface contributed $77.1 million in cash to Venetian in exchange for a Series A preferred interest (the "Series A Preferred Interest") in Venetian. By its terms, the Series A Preferred Interest was convertible at any time into a Series B preferred interest in Venetian (the "Series B Preferred Interest" or the "Redeemable Preferred Interest"). In August 1998, the Series A Preferred Interest was converted into the Series B Preferred Interest. The rights of the Series B Preferred Interest include the accrual of a preferred return of 12% from the date of contribution in respect of the Series A Preferred Interest. Until the indebtedness under the Senior Secured Credit Facility is repaid and cash payments are permitted under the restricted payment covenants of the Indenture relating to the Mortgage Notes, the preferred return on the Series B Preferred Interest will accrue but will not be paid in cash. Commencing on June 30, 2011, distributions must be made to the extent of the positive capital account of the holder. During the second and third quarters of 1999,

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Interface contributed $37.3 million and $7.1 million, respectively, in cash in exchange for an additional Series B Preferred Interest. During the years ended December 31, 2001, 2002 and 2003, $20.8 million, $23.3 million and $26.2 million, respectively, were accrued on the Series B Preferred Interest related to the contributions made. There were no distributions of preferred interest or preferred return paid during 2001, 2002 or 2003. Due to the acquisition of Interface by the Company, the preferred interest and preferred return have been eliminated in the consolidated financial statements.

The following information presents certain income statement data of the separate companies for the periods preceding the merger (in thousands):

		For the Year Ended December 31,
		2001			2002			2003
Net revenues
	Las Vegas Sands, Inc.	$	523,899		$	571,677		$	641,469
	Interface		66,827			55,640			54,502
	Less eliminations		(3,753	)		(3,981	)		(4,217	)

		$	586,973		$	623,336		$	691,754

Net income (loss)
	Las Vegas Sands, Inc.	$	(24,167	)	$	(38,392	)	$	37,435
	Interface		32,041			26,548			29,199

		$	7,874		$	(11,844	)	$	66,634

The companies provided certain facilities usage and travel charges to each other and such revenues and expenses have been eliminated in consolidation as noted in the above table. There were no adjustments to conform the accounting policies of the companies and since both companies shared the same fiscal year end so there were no adjustments necessary related to changing the fiscal year of Interface.

NOTE 9—STOCKHOLDERS' EQUITY AND PER SHARE DATA

The Company established a nonqualified stock option plan, which provides for the granting of stock options pursuant to the applicable provisions of the Internal Revenue Code and regulations. The stock option plan provides that the Principal Stockholder may assume the obligations of the Company under the plan and provides for the granting of up to 75,000 shares of common stock to officers and other key employees of the Company.

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terms as those offered to the Principal Stockholder. The Additional Stockholders also have certain piggyback registration rights. Finally, if at any time prior to the completion by LVSI of an initial public offering LVSI wishes to issue any new securities, the Additional Stockholders will have the right to purchase that number of shares of LVSI common stock, at the proposed purchase price of the new securities, such that the Additional Stockholders' percentage ownership of LVSI would remain the same following such issuance.

As of December 31, 2003, there were unexercised options to purchase 2,000 shares of the Company's common stock. During the year ended December 31, 2003 options to purchase 5,000 shares of common stock were exercised and 1,000 options to purchase common stock were forfeited.

The Company's stock option plan is administered by the Board of Directors. Salaried officers, directors, and other key employees of the Company and its subsidiaries are eligible to receive options. The options have 10-year terms.

There were no options granted prior to January 1, 2002. A summary of the status of the Company's stock option plan for the years ended December 31, 2002 and 2003 is presented below:

		Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding, December 31, 2001		—		$	—	—
	Granted	55,400			271.00	—
	Exercised	(49,900	)		271.00	—
	Forfeited	—			—	—

Outstanding and exercisable, December 31, 2002		5,500			271.00	9.6
	Granted	2,500			271.00	—
	Exercised	(5,000	)		271.00	—
	Forfeited	(1,000	)		271.00	—

Outstanding and exercisable, December 31, 2003		2,000		$	271.00	8.6

NOTE 10—EMPLOYEE SAVINGS PLAN

Participation in the Venetian Casino Resort, LLC 401(k) employee savings plan is available for all full time employees. The savings plan allows participants to defer, on a pre-tax basis, a portion of their salary and accumulate tax-deferred earnings as a retirement fund. Venetian matches 150% of the first $390 of employee contributions and 50% of employee contributions in excess of $390 up to a maximum of 3% of participating employee's eligible gross wages. For the year ended December 31, 2001, 2002 and 2003, contributions accrued under the savings plan were $2.1 million, $2.1 million and $2.2 million, respectively.

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NOTE 11—RELATED PARTY TRANSACTIONS

The Principal Stockholder is a partner in four entities that operate restaurants in the Casino Resort. The terms and conditions of the leases granted by the Company for such restaurants are at amounts which management believes would be no less favorable than those negotiated with independent third parties. Valentino Las Vegas LLC and Night Market, LLC paid Venetian $1.0 million, $1.0 million and $1.1 million, and Postrio Las Vegas LLC and Carnevale Coffee Bar LLC paid the Mall Subsidiary $1.1 million, $1.1 million and $1.0 million for the years ended December 31, 2001, 2002 and 2003, respectively. The Casino Resort purchased the lease interest and assets of Carnevale Coffee Bar LLC during 2003 for $3.1 million, payable $625,000 during 2003 and $250,000 annually over ten years, beginning in 2004 through September 1, 2013.

During 2001, the Principal Stockholder guaranteed a $2.9 million bank loan made to architects of the Phase II Subsidiary to secure a trade payable owed to the architects by the Phase II Subsidiary. The loan was repaid during 2002 and the guarantee was released.

During November 1999, the Principal Stockholder purchased idle construction equipment from the Company (tower cranes) for $2.0 million, the cost basis of the equipment, which was its estimated fair value at the time of purchase. During 2003 the Company repurchased the tower cranes for $0.8 million and paid the Principal Stockholder $1.2 million of rent for the tower cranes for use during the Phase IA Addition construction period.

The Company, the New Mall Subsidiary, the Phase II Subsidiary and Interface are parties to an Amended and Restated Reciprocal Easement, Use and Operating Agreement (the "Cooperation Agreement") which, among other things, provides for the integrated operation of all the facilities and addresses, encroachments, joint marketing and the sharing of certain facilities and costs related thereto.

In conjunction with the Phase II Subsidiary Credit Facility on October 19, 2001, the Phase II Subsidiary leased the Phase II Land to Venetian for five years at an annual rent of $8.0 million, which amounts eliminate in consolidation. The lease was terminated on June 4, 2002 and the accrued rent was forgiven. Prior to October 2001, Interface leased parking spaces on the Phase II Land from the Phase II Subsidiary for rent of $5,000 per month.

In 2002, Venetian entered into a long-term lease, at nominal rent, with the Phase II Subsidiary for the lease of the airspace in which the meeting and conference space for the Phase IA Addition is being constructed. The airspace was designated as a separate legal parcel and conveyed to the Venetian from the Phase II Subsidiary for nominal consideration in August 2002, which amounts eliminate in consolidation. The lease terminated as a result of such transfer.

As of December 31, 2002 and 2003 the Company had certain receivables from its Principal Stockholder totaling $.7 million and $1.3 million, respectively for advances Interface had made on his behalf related to his aircraft. As further described in Note 15, certain assets, including this receivable, were distributed to the Principal Stockholder immediately prior to LVSI's acquisition of Interface in July 2004.

In April 2003, the Company made loans totaling approximately $841,000 to certain of its executive officers. The loans bore interest at the greater of 4% per annum and an applicable short term federal rate. The loans were to mature on the earlier of December 31, 2010, the date any

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public offering of the Company's shares commences pursuant to a registration statement and the date on which the borrower disposes of any of his shares of the Company. Such loans were repaid in September 2004.

NOTE 12—COMMITMENTS AND CONTINGENCIES

Energy Services Agreements

During 1997, Venetian, the Mall Subsidiary and Interface entered into separate energy service agreements with a heating and air conditioning ("HVAC") provider (the "HVAC Provider"). Under the terms of the energy services agreement and other separate energy services agreements, HVAC energy and services will be purchased by Venetian, the New Mall Subsidiary, its mall tenants and Interface over initial terms expiring in 2009 with an option to collectively extend the terms of their agreements for two consecutive five-year periods.

Pursuant to the Company's construction management contract (as more fully defined under "Litigation" below), the HVAC plant was constructed by the Construction Manager on land owned by the Company and leased to the HVAC Provider. The HVAC equipment is owned by the HVAC Provider, which paid all costs ("HVAC Costs") in connection with the purchase and installation of the HVAC equipment. The total HVAC Costs were $70.0 million.

The charges payable under the separate energy services agreements include a fixed component applied to the HVAC Costs paid by the HVAC Provider, reimbursement of operational and related costs and a management fee.

As of December 31, 2003, Venetian and the New Mall Subsidiary were obligated under the energy services agreements to make future minimum payments as follows (in thousands):

Years Ending December 31,
2004	$	8,471
2005		8,471
2006		8,471
2007		8,471
2008		8,471
Thereafter		4,235

Total minimum payments	$	46,590

Expenses incurred under the energy services agreements were $7.0 million ($7.657 million less lessee reimbursements), $6.4 million and $8.5 million for the years ended December 31, 2001, 2002 and 2003, respectively.

Operating Lease Agreements

Expenses incurred under short-term, variable rate operating lease agreements totaled $1.7 million, $1.7 million and $1.7 million for the years ended December 31, 2001, 2002 and 2003, respectively.

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Construction Litigation

The construction of the principal components of the Casino Resort was undertaken by Lehrer McGovern Bovis, Inc. (the "Construction Manager") pursuant to a construction management agreement and certain amendments thereto (as so amended, the "Construction Management Contract"). The Construction Management Contract established a final guaranteed maximum price (the "Final GMP") of $645.0 million, so that, subject to certain exceptions (including an exception for cost overruns due to "scope changes"), the Construction Manager was responsible for any costs of the work covered by the Construction Management Contract in excess of $645.0 million. The Construction Management Contract also established a required "substantial completion" date (the date on which the construction of the Casino Resort was sufficiently complete, including the receipt of necessary permits, licenses and approvals, so that all components of the Casino Resort could be open to the general public) of April 21, 1999 (subject to extensions on account of "scope changes" and force majeure events), with a per-day liquidated damages penalty for failure to meet such deadline.

The obligations of the Construction Manager under the Construction Management Contract were guaranteed by Bovis, Inc. ("Bovis"), the Construction Manager's direct parent at the time the Construction Management Contract was entered into (such guaranty, the "Bovis Guaranty"). Bovis' obligations under the Bovis Guaranty were guaranteed by The Peninsula and Oriental Steam Navigation Company ("P&O"), a British public company and the Construction Manager's ultimate parent at the time the Construction Management Contract was entered into (such guaranty, the "P&O Guaranty").

On July 30, 1999, Venetian filed a complaint against the Construction Manager and Bovis in the United States District Court for the District of Nevada (the "Federal Court Action"). The action alleges, among other things, breach of contract and fraud by the Construction Manager of its obligations under the Construction Management Contract and a breach of contract by Bovis of its obligations under the Bovis Guaranty, including failure to fully pay trade contractors and vendors and failure to meet the April 21, 1999 guaranteed completion date. The Company amended this complaint on November 23, 1999 to add P&O as an additional defendant. In response to Venetian's breach of contract claims against the Construction Manager, Bovis and P&O, the Construction Manager filed a complaint on August 3, 1999 against Venetian in the District Court of Clark County, Nevada (the "State Court Action"). The action alleges a breach of contract and quantum meruit claims under the Construction Management Contract and also alleges that Venetian defrauded the Construction Manager in connection with the construction of the Casino Resort. A quantum meruit claim is one which seeks to abandon the contract and recovery for the reasonable value of services. This theory is sometimes pursued by contractors where they could not otherwise recover damages under the express terms and conditions of the contract. The quantum meruit claim was subsequently dismissed by the State Court. The Construction Manager seeks compensatory damages, attorney's fees and costs and punitive damages. In the lawsuit, the Construction Manager claims that it is owed approximately $90.0 million from Venetian and its affiliates. This complaint was subsequently amended by the Construction Manager, which also filed an additional complaint against the Company relating to work done and funds advanced with respect to the contemplated development of the Phase II Resort. Simultaneously, commencing in March 2000, the Construction Manager and the Company engaged in arbitration proceedings ordered by the

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Federal Court to determine the cost and schedule impact of any changes in the scope of services of the Construction Manager under the Construction Management Contract (the "Arbitration Proceedings").

In connection with these disputes, as of December 31, 1999 the Construction Manager and its subcontractors filed mechanics liens against the Casino Resort for $145.6 million and $182.2 million, respectively. The Company believes that a major reason these lien amounts exceeded the Construction Manager's claims of $90.0 million is based upon a duplication of liens through the inclusion of lower-tier claims by subcontractors in the liens of higher-tier contractors, including the lien of the Construction Manager. As of December 31, 1999, the Company had purchased surety bonds for virtually all of the claims underlying these liens (other than approximately $15.0 million of claims with respect to which the Construction Manager purchased bonds). As a result, there can be no foreclosure of the Casino Resort in connection with the claims of the Construction Manager and its subcontractors. However, the Company will be required to pay or immediately reimburse the bonding company if and to the extent that the underlying claims are judicially determined to be valid. If such claims are not settled, it is likely to take a significant amount of time for their validity to be judicially determined.

In June 2000, the Company purchased an insurance policy (the "Insurance Policy") for loss coverage and attorney fees in connection with all litigation relating to the construction of the Casino Resort (the "Construction Litigation"). Under the Insurance Policy, the Company will self-insure the first $45.0 million of losses (excluding defense costs) and the insurer will insure defense costs and other covered losses up to the next $80.0 million. The Insurance Policy provides coverage (subject to certain exceptions) for any amounts determined in the Construction Litigation to be owed to the Construction Manager or its subcontractors relating to claimed delays, inefficiencies, disruptions, lack of productivity/unauthorized overtime or schedule impact, allegedly caused by the Company during construction of the Casino Resort, and lien claims of, or acquired by the Construction Manager, as well as any defense costs.

On June 3, 2003, an approximate 10-month trial was concluded in the State Court Action when a jury returned a verdict in which the Construction Manager contends it was awarded approximately $44.0 million in additional costs under the Construction Management Contract and which also awarded the Company approximately $2.0 million in damages for defective and incomplete work performed by the Construction Manager. The verdict also returned a defense verdict in favor of the Company on the Construction Managers fraud claim, and denied the Construction Manager's claims for punitive damages. The verdict did not address pre-judgment interest and reimbursement of attorney's costs, which are being sought from the State Court by both parties.

The judge in the State Court Action arguably entered judgment on the verdict on December 24, 2003. The Company has filed motions requesting that the State Court reconsider the entry of the judgment, and stay the verdict until the conclusion of the Arbitration proceedings, which proceedings the Company contends must be considered in determination of any final award between the parties. The request for a stay was denied. The Company believes that results of the Arbitration Proceedings will result in the lowering of the verdict that was awarded to the Construction Manager in the State Court Action and will provide a basis to increase the amount that was awarded to the Company. By orders dated June 17 and July 19, 2004, the post trial motions

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were denied in all material respects. The Company has filed a notice of appeal to the Nevada Supreme Court and several motions for reconsideration to the trial court which have not yet been ruled upon by the State Court judge.

While there are pending subcontractor claims against the Construction Manager and the Company and related claims for indemnity by and against the Construction Manager, The Company believes that all such claims asserted against the Company in those actions would be subsumed within the verdict in the State Court Action and that the Company's liability will be limited to the amount of any final judgment which may be ultimately entered in the State Court Action. If a judgment for the Construction Manager is entered on the verdict and such a judgment can be executed upon by the Construction Manager following the resolution of all appeals, the Company believes its payment of such a judgment will be applied towards satisfaction of the $45.0 million self-insured retention under the Insurance Policy. The Company intends to seek an elimination or reduction of the Construction Manager's and its subcontractors' mechanic's liens in an amount to be consistent with any final judgment on the verdict.

Notwithstanding the entry of judgment in the State Court Action, the State Court judgment may change before it can be executed on by the Construction Manager. The Company has continued to pursue certain claims in the Arbitration Proceedings to determine, among other things, the impact of certain changes which determination by the arbitrator the Company believes may provide a basis for reducing the amount awarded to the Construction Manager in the State Court Action and raising the amount of the verdict for the Company or otherwise establishing a basis for claims for the Company against the Construction Manager. The Company has already obtained interim credit awards of $3.0 million in arbitration related to work that was required by the contract and never completed by the Construction Manager. In addition, the Company has claims of over $25.0 million which will be submitted to arbitration within the next 12 millions. The largest of these credit claims, in the amount of over $12.0 million, relates to payments due from the Construction Manager for worker's compensation and general liability insurance provided to the Construction Manager and trade contractors by us under the owner controlled insurance program. Other credit claims principally related to defective and incomplete work which was completed by the Company after the Construction Manager stopped performing on the project. If the Company is successful in providing its remaining credit claims, the arbitration credit awards, in total could offset up to $28.0 million of the State Court verdict. There is also the likelihood that certain elements of the State Court verdict will be preempted because they are duplicative of items ordered to arbitration by federal court before the State Court jury trial began. For example, the State Court verdict includes an award of over $8.0 million for trade contractor overtime incurred by the Construction Manager. The arbitrator has found that the Construction Manager is entitled to an award of $0 for these exact same overtime claims. It is the Company's position that the arbitration awards should be substituted for the portions of the verdict which overlap. In a March 31, 2004 hearing, the State Court judge acknowledged that the verdict and the judgment on the verdict will need to be adjusted after the completion of the arbitrations.

Because of the magnitude of remaining open items in the Arbitration Proceedings, which the Company believes must be considered in any ultimate award between the parties, the Company is not able to determine with any reasonable certainty the value of such claims or the probability of success on such claims at this time. Accordingly, no accrual for a liability has been reflected in the

F-32

accompanying financial statements for this matter, other than approximately $7.2 million which the Company had previously accrued in 1999 for unpaid construction costs and which have not yet been paid pending outcome of the litigation.

Based on the recent judgment in the State Court Action and the remaining open items in the Arbitration Proceedings, the Company estimates that its range of loss in this matter is from none (or a gain if all remaining matters are determined in the Company's favor and considering the existing accrual of approximately $7.2 million for unpaid construction costs) to approximately $70 million (see below) if the Company were to lose all remaining arbitration matters and related pending actions and appeals that counsel has advised are possible of loss, and which are not already included in the State Court Action. Such range of loss is before attorney costs and interest, which have not yet been considered by the State Court. The Construction Manager has asked the State Court to award $19.0 million in prejudgment interest, $11.0 million in litigation costs and $10.0 million in attorney's fees. The Company is disputing these amounts as to both entitlement and amount. While the range of loss is possibly as high as $70.0 million, (the original verdict of $42.0 million, plus $28.0 million, representing all remaining indemnity claims and arbitration matters) plus litigation costs, attorney's fees and interest, the Insurance Policy is available to provide coverage of amounts, together with any other in excess of $45.0 million for up to a total of $80.0 million of covered claims. While the State Court's orders denying the Company's post trial motions could be viewed as increasing the possibility that the Company will be exposed to loss in this litigation, there are appellate issues that the Company intends to pursue and ongoing Arbitration Proceedings that the Company believes will impact the amount of loss and/or any award to which the Company may be entitled. Therefore, at this time, no amount within the range of any loss can be reasonably determined as an estimated loss. If there is a loss, such loss could be material to the Company's results of operations in the period that the estimate is recorded.

Interface Nevada Litigation

On October 17, 2003, Bear Stearns Funding, Inc. (the "Plaintiff") entered into a lawsuit against Interface Nevada. The Plaintiff is seeking damages against Interface Nevada for alleged breach of contract in the amount of $1.5 million, plus interest and costs. The claim asserts that the amount is due as an agreed-upon fee in connection with the $141 million loan agreement described in Note 7. Interface Nevada has asserted six counter claims against the Plaintiff in an amount to be determined at trial, but alleged to be in excess of $1.5 million. As of October 5, 2004, the date of this report, Interface Nevada and its legal council were not able to determine the probability of the outcome of these matters. Accordingly, no adjustments have been provided for in the accompanying financial statements.

Macau Casino Projects

On June 26, 2002, the Macau government granted a provisional concession to operate casinos in Macau to the Company's subsidiary Venetian Macau and to Galaxy Casino Company Limited, a consortium of Macau and Hong Kong-based investors ("Galaxy"). During December 2002, Venetian Macau and Galaxy entered into a subconcession agreement. The subconcession agreement with Galaxy was recognized and approved by the Macau government and allows Venetian Macau to develop and operate certain casino projects, including the Macau Casino, separately from Galaxy.

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In addition to the Macau Casino, the Company also intends to build in Macau a hotel, casino and convention center complex with a Venetian-style theme similar to the Company's Las Vegas property (the "Macau Venetian Casino Resort").

Under the subconcession agreement, Venetian Macau is obligated to develop and open the Macau Venetian Casino Resort by June 2006 and invest, or cause to be invested, at least 4.4 billion patacas (approximately $535.6 million at exchange rates in effect on December 31, 2003) in various development projects in Macau by June 2009. The construction and development costs of the Macau Casino will be applied to the fulfillment of this total investment obligation to the Macau government. The Company currently estimates the total cost of constructing, developing and operating the Macau Casino, including design costs, construction costs, equipment costs, working capital and pre-opening expenses, will be approximately $257.9 million, all of which qualifies to meet the investment obligation to the Macau government. Assuming that all of the current estimated construction and development costs of the Macau Casino are applied towards fulfilling the investment obligations under the subconcession agreement, remaining investment obligations under the subconcession agreement will be approximately $277.7 million. It is expected that the construction and development costs of the Macau Venetian Casino Resort will satisfy the remainder of this obligation. To support this obligation, a Macau bank and a subsidiary of the Company, Lido Casino Resort Holding Company, LLC, have guaranteed 500 million patacas (approximately $60.9 million at exchange rates in effect on December 31, 2003) of Venetian Macau's legal and contractual liabilities to the Macau government until March 31, 2007. These development and investment obligations may be satisfied by Venetian Macau and/or its affiliates, including the Company.

As of December 31, 2003, approximately $70.5 million of these costs relating to the Macau Casino had been expended. The Company anticipates funding the remaining estimated costs of construction from a combination of the following sources:

•: operating cash flow of the Company (although the Senior Secured Credit Facility and the Indenture for the Mortgage Notes limit the Company's ability to make investments in the Macau projects); as of December 31, 2003 the Company had the ability to invest approximately $41.0 million in unrestricted subsidiaries (including the Macau Subsidiaries);
•: borrowings of $50.0 million under the Venetian Intermediate Credit Agreement ( See Note 7—Venetian Intermediate Credit Facility ). As of December 31, 2003, $40.0 million had been borrowed under this facility;
•: net proceeds from the issuance and sale of $120 million in aggregate principal amount of the Venetian Macau Senior Secured Notes. The Venetian Macau Senior Secured Notes were issued by a wholly owned subsidiary of Venetian Macau and guaranteed by Venetian Macau on August 21, 2003. The Venetian Macau Senior Secured Notes and the guarantee are secured by all assets of Venetian Macau and its subsidiaries, subject to certain exceptions;
•: borrowings under the $20.0 million revolving credit facility entered into by Venetian Macau and the issuer of the Venetian Macau Senior Secured Notes with a group of lenders (the "Macau Revolver"). The Macau Revolver is secured on a pari passu basis with the same collateral as the Venetian Macau Senior Secured Notes. The facility matures in 2006. The

F-34

entire amount outstanding under this facility bears interest at LIBOR or at a base rate, in each case plus 3.75%;

•

a completion guaranty issued by LVSI and Venetian, guaranteeing payment of certain costs of the Macau Casino in excess of available funds (the "Completion Guaranty"). The Completion Guaranty is supported by a $10.0 million letter of credit issued in January 2004 under the Company's Senior Secured Credit Facility ( See Note 7—Senior Secured Credit Facility ). The remainder of the Completion Guaranty is expected to be funded by borrowings of up to $15.0 million under the Macau Revolver;

•

borrowings under proposed furnishings, fixtures & equipment facilities and vendor financings which the Company expects to be able to enter into in the aggregate principal amount of $25.0 million (the "FF&E Facilities") to finance certain equipment and other assets of the Macau Casino. If Venetian Macau is unable to obtain the FF&E Facilities or vendor financing, LVSI, Venetian or another of their subsidiaries have agreed to either:

•: purchase, or cause to be purchased assets with a cost of up to $25.0 million and enter into lease or other arrangements with Venetian Macau or
•: otherwise assist Venetian Macau in securing such facilities, including by issuing guarantees in connection with any such facilities or otherwise lending such amounts to Venetian Macau for purposes of securing such equipment

in each case, to the extent permitted under the Senior Secured Credit Facility and the Indenture for the Mortgage Notes.

The Company expects the funds provided by these sources to be sufficient to construct, develop, and operate the Macau Casino, assuming there are no significant delay costs or construction cost overruns. If Venetian Macau incurs significant cost overruns, it may need to arrange for additional financing to pay for these costs. If it requires additional financing, the Company or its affiliates may incur additional bank borrowings or debt or equity financing. However, no assurance can be given that such funds will be available or that such funds will be on terms that will be favorable to the Company. In addition, the construction and development of the Macau Venetian Casino Resort will require significant additional debt and/or equity financing.

During 2003, Venetian Macau entered into a 25-year land lease agreement with the Macau government for the land on which the Macau Casino is being constructed. As of December 31, 2003 Venetian Macau was obligated under its leases to make future payments as follows (in thousands):

2004	$	6,191
2005		6,144
2006		3,218
2007		401
2008		250
Thereafter		3,072

	$	19,276

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Other Ventures and Commitments

During 2003, the Company entered into three lease termination and asset purchase agreements with Mall tenants. The first agreement provided for payments by the Company to a tenant of $800,000 during 2003, with 27 additional annual payments of $400,000, thereafter. The second agreement provided for an initial deposit of $5.0 million which was paid by the Company during May 2003 and 15 subsequent monthly payments totaling $10.0 million beginning January 2004 plus interest at 6% per annum. The lease termination and asset transfer is expected to be completed during April 2004. The subsequent monthly payments will commence beginning January 2004. The third agreement and asset purchase agreement provided for an initial payment of $500,000 during 2003 and subsequent quarterly payments of $62,500 for ten years. In each case, the Company has obtained title to leasehold improvements and other fixed assets, which were originally purchased by the Mall tenants, and which have been recorded at estimated fair market value, which approximated the discounted present value of the Company's obligation to the former tenants. The Company is negotiating with other potential tenants for the spaces to be vacated under the above-described agreements.

The Company entered into a joint venture to develop a new restaurant in the Casino Resort and invested $7.4 million of capital into the joint venture, which amount includes $2.0 million of tenant allowances. The investment was funded during the fourth quarter of 2003 and the first quarter of 2004 through available cash flow provided by operating activities of the Casino Resort. As of December 31, 2003 the joint venture had no operating activities.

NOTE 13—MINIMUM LEASE INCOME

The Company has entered into a number of operating leases in relation to the New Mall Subsidiary and various retail and food and beverage outlets in the Casino Resort, which range in length from 5 to 20 years. The future minimum lease income under these leases (of which approximately 90% is attributable to the New Mall Subsidiary) consisted of the following at December 31, 2003 (in thousands):

2004	$	23,310
2005		22,461
2006		20,502
2007		19,893
2008		19,044
Thereafter		38,012

Total	$	143,222

Most of the leases include provisions for reimbursements of other charges including real estate taxes, utilities and other operating costs. Total reimbursements amounted to $11.4 million, $11.8 million and $11.5 million in 2001, 2002 and 2003, respectively.

A predecessor to the New Mall Subsidiary has entered into an agreement with Forest City Enterprises (the "Mall Manager"), a subsidiary of Forest City Ratner Enterprises, a leading developer and manager of retail and commercial real estate developments, whereby the Mall Manager manages the Mall and supervises and assists in the creation of an advertising and promotional program and a marketing plan for the Mall. The Mall Manager is also responsible for,

F-36

among other things, preparation of a detailed plan for the routine operation of the Mall, collection and deposit procedures for rents and other tenant charges, supervision of maintenance and repairs and, on an annual basis, preparation of a detailed budget (including any anticipated extraordinary expenses and capital expenditures) for the Mall. The term of the management contract is five years from June 19, 1999, the date the Mall opened to the public. The Mall Manager receives a management fee of 2% of all gross rents received from the operation of the Mall with a minimum fee of $600,000 per year. For the years ended December 31, 2001, 2002 and 2003, management fees paid to the Mall Manager were $450,000, $525,000 and $600,000, respectively.

NOTE 14—SEGMENT INFORMATION

The Company reviews the results of operations based on the following distinct geographic gaming market segments, which are the Casino Resort on the Las Vegas Strip, the Sands Expo and Convention Center, the Macao Casino in Macao and the United Kingdom. The Company's segment information is as follows for the three years ended December 31, 2001, 2002 and 2003 (in thousands):

	Year Ended December 31,
	2001			2002			2003
Net Revenues
Casino Resort	$	521,412		$	569,022		$	638,794
Expo Center		65,561			54,314			52,960
Macao Casino
United Kingdom		—			—			—

Total net revenues	$	586,973		$	623,336		$	691,754

Adjusted EBITDA(1)
Casino Resort	$	156,536		$	206,759		$	247,573
Expo Center		24,072			15,877			13,113
Macao Casino		—			—			—
United Kingdom		—			—			—

		180,608			222,636			260,686
Other Operating Costs and Expenses
Corporate expense		(6,079	)		(10,114	)		(10,176	)
Depreciation		(43,972	)		(46,662	)		(53,859	)
Pre-opening expenses		(355	)		(5,925	)		(10,525	)

Operating income		130,202			159,935			186,126
Other Non-operating Costs and Expenses
Interest expense, net of amounts capitalized		(124,169	)		(124,459	)		(122,442	)
Interest income		5,162			3,027			2,125
Other income (expense)		(1,938	)		1,045			825
Loss on early retirement of debt		(1,383	)		(51,392	)		—

Net income (loss)	$	7,874		$	(11,844	)	$	66,634

			Year Ended December 31,
			2001		2002		2003
Capital Expenditures
	Casino Resort		$	54,426	$	129,095	$	203,997
	Expo Center			891		892		737
	Macao Casino			—		2,426		52,788
	Corporate (principally Phase II land and project costs)			708		4,327		22,426

		Total capital expenditures	$	56,025	$	136,740	$	279,948

F-37

			December 31,
			2002		2003
Total Assets
	Casino Resort		$	1,402,962	$	1,494,163
	Expo Center			90,081		85,141
	Macao Casino			30,586		232,174
	Corporate (principally Phase II land and project costs)			83,133		105,557

		Total consolidated assets	$	1,606,762	$	1,917,035

(1): Adjusted EBITDA is earnings before interest, taxes, depreciation, amortization, pre-opening expenses and gain on the sale of Grand Canal Shops. Adjusted EBITDA is used by management as the primary measure of operating performance of its properties and to compare the operating performance of its properties with those of its competitors.

NOTE 15—SUBSEQUENT EVENTS

Mall Sale and Related Matters

On April 12, 2004, the Company entered into an agreement to sell the Mall and lease certain restaurant and other retail assets of the Casino Resort (the "Master Lease") for approximately $766.0 million. The Mall Sale closed on May 17, 2004 and the Company realized a gain of $418.2 million in connection with the Mall Sale. In conjunction with the Mall Sale, the Company repaid all of its $120.0 million secured Mall facility and redeemed $6.4 million of the Mortgage Notes pursuant to the Asset Sale Offer. The Master Lease agreement provides for the Casino Resort to lease nineteen spaces currently occupied by various tenants to the purchaser of the Mall for 89-years with annual rent of one dollar per year and for the Mall Purchaser to assume the various leases. Under generally accepted accounting principles ("GAAP"), the Master Lease agreement does not qualify as a sale of the related assets, which were not separately legally demised. Accordingly, $109.2 million of the transaction has been deferred as prepaid operating lease payments to the Casino Resort, which will amortize into income on a straight-line basis over the 89-year lease term. In addition the Company will: (i) continue to be obligated to fulfill certain lease termination and asset purchase agreements; (ii) lease the C2K Showroom space located within the Mall from the purchaser of the Mall for a period of 25 years with fixed minimum rent of $3.3 million per year with cost of living adjustments; (iii) operate the Gondola ride under an operating agreement for a period of 25 years for an annual fee of $3.5 million; and (iv) lease certain office space from the purchaser of the Mall for a period of 10 years, subject to extension options for a period of up to 65 years, with annual rent of $860,350. The lease payments under clauses (ii) through (iv) above are subject to automatic increases beginning on the sixth lease year. The net present value of the lease payments under clauses (ii) through (iv) is $77.2 million. Under GAAP, a portion of the transaction must be deferred in an amount equal to the present value of the minimum lease payments set forth in the lease back agreements. This deferred gain will be amortized to reduce lease expense on a straight-line basis over the life of the leases.

As part of the Mall Sale, the Company entered into an agreement with the purchaser of the Mall to construct and sell the multi-level retail space of the our next casino resort, which is currently under construction, for an amount equal to the greater of (i) $250.0 million; or (ii) the projected net operating income divided by a cap rate. Such cap rate is .06 for every dollar of annual net operating income up to $38.0 million, and .08 for every dollar of operating income above

F-38

$38.0 million. The Company has formed the Phase II Mall Subsidiary to develop and construct the Phase II Mall. The Phase II Mall is expected to cost approximately $275.0 million (excluding incentive payments described below). The Phase II Mall will be constructed with the proceeds of the $250.0 million Phase II Mall construction loan and an approximately $25.0 million investment from the Company. Under the Mall Sale agreement, the Company has agreed to substantially complete construction of the Phase II Mall before the earlier of 36 months after the date on which sufficient permits are received to allow the Phase II casino resort to begin construction of the Phase II Mall and March 1, 2008. These dates may be extended due to force majeure or certain other delays. In the event that the Company does not substantially complete construction of the Phase II Mall on or before the earlier of these dates, the Company must pay liquidated damages of $5,000 per day for the first six months and $10,000 per day for an additional six months after the completion deadline has passed. If substantial completion has not occurred on or before one year after the deadline, the Company will be required to pay liquidated damages in the amount of $100.0 million.

The Company made an equity contribution to the Phase II Mall Subsidiary of $63.2 million on July 15, 2004, which was used to make certain incentive payments and pay related payroll taxes to the Principal Stockholder and other senior executives of the Company for their work, in connection with the Phase II Mall Sale and related financing transactions.

Stock Option Issuances

In July 2004, fully vested options to purchase an additional 11,474 shares of the Company's common stock were granted to employees of the Company by the board of directors under the Company's stock option plan at an exercise price of $1,500 per share. Each of these options may only be exercised by the delivery of cash or check, or its equivalent. In July and August 2004, a total of 7,559 options to purchase shares of the Company's common stock were exercised.

Debt Refinancing

On August 20, 2004 the Company closed a new $1.01 billion senior secured credit facility. The new senior secured credit facility is comprised of a $115.0 million term A delayed draw term loan, a $105.0 million term B delayed draw term loan, a $665.0 million term B loan and a $125.0 million revolving facility and is collateralized by a priority lien on certain assets of the Company. All amounts outstanding under the new senior secured credit facility bear interest at a variable rate based on LIBOR plus an applicable spread of 2.50%. The Company initially drew $665.0 million and utilized $290.0 million of the proceeds to repay the Senior Secured Credit Facility in full. The Company also utilized $19.5 million to pay transaction related costs and $1.0 million to pay accrued interest payable. The remainder of the $354.5 million of net proceeds were placed in an escrow account and will be utilized to fund the design, development, construction, and pre-opening costs of the Phase II casino resort and pay related fees and expenses.

Phase II Mall Construction Loan

F-39

Phase II Mall. The loan agreement is secured by a first-priority security interest in substantially all of the Mall II subsidiaries assets, other than capital stock. The loan bears interest at LIBOR plus 1.75% with no interim amortization of principal and is due in 42 months. The Phase II Mall Construction Loan is expected to be repaid from the proceeds of the sale of the Phase II Mall as further described in Note 15.

Distributions

Immediately prior to the July 29, 2004 acquisition of Interface by LVSI as more fully described in Note 1 and 8, Interface distributed approximately $15.3 million to its sole stockholder, who is also the Principal Stockholder of LVSI. The distribution was comprised of $12.9 million of cash, $1.9 million of receivables due from the sole stockholder and $.5 million of certain fixed and other assets.

NOTE 16—PRO FORMA INCOME TAXES (UNAUDITED)

In connection with the completion of the proposed IPO, the Company intends to revoke its S corporation status and therefore will be subject to corporate federal and state income taxes as a C corporation. Because the Company is an S corporation, deferred taxes have not been reflected in the financial statements and the Company is not responsible for these income taxes until the revocation of the S corporation status. The statement of operations includes a pro forma adjustment for income taxes that would have been recorded if the Company was a C corporation for the year ended December 31, 2003, calculated in accordance with SFAS No. 109, Accounting for Income Taxes.

Significant components of the pro forma provision for (benefit from) income taxes on income (loss) are as follows (in thousands):

		December 31, 2003
Federal:
	Current	$	8,256
	Deferred		19,603

Total income tax provision		$	27,859

The differences between pro forma income taxes at the statutory U.S. federal income tax rate of 35% and those reported in the statements of operations are as follows:

		December 31, 2003
Statutory federal income tax rate		35.00	%
Permanent differences:
	Nondeductible losses of foreign subsidiary	6.22	%
	Other permanent differences	.59	%

Effective tax rate		41.81	%

F-40

NOTE 17—CONDENSED FINANCIAL INFORMATION

LVSI and Venetian are co-obligors of the Mortgage Notes and the indebtedness under the Senior Secured Credit Facility and are jointly and severally liable for such indebtedness. Venetian, Mall Intermediate, Mall Construction, Lido Intermediate, Venetian Venture, Venetian Athens, Venetian Marketing and Venetian Operating (collectively, the "Subsidiary Guarantors") are subsidiaries of LVSI, all of the capital stock of which is owned by LVSI and Venetian. The Subsidiary Guarantors have jointly and severally guaranteed (and Venetian is a co-obligors of) such debt on a full and unconditional basis. The Mall is owned by the Mall II Subsidiary, a non-guarantor subsidiary which is the borrower under the Secured Mall Facility.

F-41

Separate financial statements and other disclosures concerning each of Venetian and the Subsidiary Guarantors are not presented below because management believes that they are not material to investors. In accordance with Rule 3-10 of Regulation S-X of the Securities and Exchange commission, condensed consolidating financial information of LVSI, Venetian, the Subsidiary Guarantors and the non-guarantor subsidiaries on a combined basis as of December 31, 2002 and December 31, 2003, and for each of the three years in for the period ended December 31, 2003, is as follows (in thousands):

CONDENSED BALANCE SHEETS

December 31, 2002

	Las Vegas Sands, Inc.		Venetian Casino Resort LLC			Other Guarantor Subsidiaries		Other Non- Guarantor Subsidiaries		Consolidating/ Eliminating Entries			Total
Cash and cash equivalents	$	46,746	$	9,973		$	6	$	49,758	$	—		$	106,483
Restricted cash and cash equivalents		—		19,936			—		21,548		—			41,484
Intercompany receivable		686		—			—		1,353		(2,039	)		—
Accounts receivable, net		37,853		13,953			—		1,730		—			53,536
Inventories		—		5,070			—		156		—			5,226
Prepaid expenses		562		3,863			—		1,085		—			5,510

Total current assets		85,847		52,795			6		75,630		(2,039	)		212,239
Property and equipment, net		4,722		967,442			—		274,443		—			1,246,607
Investment in subsidiaries		1,130,844		140,165			—		—		(1,271,009	)		—
Deferred offering costs, net		—		35,351			—		4,667		—			40,018
Restricted cash		—		83,370			—							83,370
Redeemable Preferred Interest in Venetian		—		—			—		212,111		(212,111	)		—
Other assets, net		4,115		17,195			—		3,218		—			24,528

	$	1,225,528	$	1,296,318		$	6	$	570,069	$	(1,485,159	)	$	1,606,762

Accounts payable	$	1,655	$	9,635		$	—	$	3,781	$	—		$	15,071
Construction payables		—		27,332			—		2,395		—			29,727
Construction payables-contested		—		7,232			—		—		—			7,232
Intercompany payables		—		824			—		1,215		(2,039	)		—
Accrued interest payable		—		4,156			—		180		—			4,336
Other accrued liabilities		24,739		52,998			—		18,841		—			96,578
Current maturities of long-term debt(1)		2,500		2,500			—		6,050		(2,500	)		8,550

Total current liabilities		28,894		104,677			—		32,462		(4,539	)		161,494
Other long-term liabilities		—		1,122			—		—		—			1,122
Long-term debt(1)		1,096,250		1,096,250			—		247,512		(1,096,250	)		1,343,762

		1,125,144		1,202,049			—		279,974		(1,100,789	)		1,506,378

Redeemable Preferred Interest in Venetian		—		212,111			—		—		(212,111	)		—

Stockholders' equity (deficit)		100,384		(117,842	)		6		290,095		(172,259	)		100,384

	$	1,225,528	$	1,296,318		$	6	$	570,069	$	(1,485,159	)	$	1,606,762

(1): As more fully described in Note 7—Long-Term Debt, LVSI and Venetian are co-obligors of certain of the Company's indebtedness. Accordingly, such indebtedness has been presented as an obligation of both entities in the above balance sheets.

F-42

CONDENSED BALANCE SHEETS

December 31, 2003

	Las Vegas Sands, Inc.		Venetian Casino Resort LLC			Other Guarantor Subsidiaries		Other Non Guarantor Subsidiaries		Consolidating/ Eliminating Entries			Total
Cash and cash equivalents	$	73,049	$	29,549		$	5	$	50,190	$	—		$	152,793
Restricted cash and cash equivalents		—		2,121			—		53,534		—			55,655
Intercompany receivable		—		46,621			—		1,395		(48,016	)		—
Accounts receivable, net		28,772		22,592			—		2,833		—			54,197
Inventories		—		6,093			—		158		—			6,251
Prepaid expenses		687		1,886			—		1,270		—			3,843

Total current assets		102,508		108,862			5		109,380		(48,016	)		272,739
Property and equipment, net		4,687		1,101,726			—		378,257		—			1,484,670
Investment in subsidiaries		1,257,692		152,494			—		—		(1,410,186	)		—
Deferred offering costs, net		—		30,513			—		8,630		—			39,143
Restricted cash		—		—			—		86,144		—			86,144
Redeemable Preferred Interest in Venetian		—		—			—		238,328		(238,328	)
Other assets, net		3,922		18,894			—		11,523		—			34,339

	$	1,368,809	$	1,412,489		$	5	$	832,262	$	(1,696,530	)	$	1,917,035

Accounts payable	$	2,076	$	11,270		$	—	$	3,333	$	—		$	16,679
Construction payables		—		10,330			—		31,825		—			42,155
Construction payables—contested		—		7,232			—		—		—			7,232
Intercompany payables		16,526		—			—		31,490		(48,016	)		—
Accrued interest payable		—		3,896			—		913		—			4,809
Other accrued liabilities		29,116		62,454			—		19,542		—			111,112
Current maturities of long-term debt(1)		12,633		12,633			—		4,963		11,150			41,379

Total current liabilities		60,351		107,815			—		92,066		(36,866	)		223,366
Other long-term liabilities		—		883			—		5,562		—			6,445
Long-term debt(1)		1,146,350		1,146,350			—		402,549		(1,170,133	)		1,525,116

		1,206,701		1,255,048			—		500,177		(1,206,999	)		1,754,927

Redeemable Preferred Interest in Venetian		—		238,328			—		—		(238,328	)		—

Stockholders' equity (deficit)		162,108		(80,887	)		5		332,085		(251,203	)		162,108

	$	1,368,809	$	1,412,489		$	5	$	832,262	$	(1,696,530	)	$	1,917,035

(1): As more fully described in Note 7—Long-Term Debt, LVSI and Venetian are co-obligors of certain of the Company's indebtedness. Accordingly, such indebtedness has been presented as an obligation of both entities in the above balance sheets.

F-43

LAS VEGAS SANDS, INC.

NOTES TO FINANCIAL STATEMENTS

CONDENSED STATEMENTS OF OPERATIONS

For the year ended December 31, 2001

		Las Vegas Sands, Inc.			Venetian Casino Resort LLC			Other Guarantor Subsidiaries		Other Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
	Casino	$	227,240		$	—		$	—	$	—		$	—		$	227,240
	Rooms		—			204,242			—		—			—			204,242
	Food and beverage		—			61,977			—		—			(2,487	)		59,490
	Casino rental revenue from LVSI		—			45,973			—		—			(45,973	)		—
	Retail and other		1,417			38,125			—		103,156			(4,103	)		138,595

	Total revenue		228,657			350,317			—		103,156			(52,563	)		629,567
Less promotional allowances			—			(5,181	)		—		—			(37,413	)		(42,594	)

Net revenues			228,657			345,136			—		103,156			(89,976	)		586,973

Operating expenses:
	Casino		207,587			—			—		—			(68,364	)		139,223
	Rooms		—			55,322			—		—			(5,283	)		50,039
	Food and beverage		—			38,896			—		—			(9,505	)		29,391
	Retail and other		—			21,148			—		36,809			(3,580	)		54,377
	Provision for doubtful accounts		18,200			1,866			—		132			—			20,198
	General and administrative		2,711			83,928			—		19,749			(1,325	)		105,063
	Corporate expense		2,459			3,917			—		—			(297	)		6,079
	Rental expense		914			6,625			—		2,157			(1,622	)		8,074
	Pre-opening and developmental expense		—			355			—		—			—			355
	Depreciation and amortization		—			36,039			—		7,933			—			43,972

			231,871			248,096			—		66,780			(89,976	)		456,771

Operating income (loss)			(3,214	)		97,040			—		36,376			—			130,202

Other income (expense):
	Interest income		643			613			—		3,906			—			5,162
	Interest expense, net of amounts capitalized		—			(90,947	)		—		(24,202	)		—			(115,149	)
	Interest expense on indebtedness to Principal Stockholder		—			(4,052	)		—		(4,968	)		—			(9,020	)
	Other expense		—			(1,938	)		—		—			—			(1,938	)
	Preferred return on Redeemable Preferred Interest in Venetian Casino Resort, LLC		—			—			—		20,766			(20,766	)		—
	Income on equity investment in Interface		32,041			—			—		—			(32,041	)		—
	Loss on early retirement of debt		—			(1,383	)		—		—			—			(1,383	)
	Loss from equity investment in Grand Canal Shops II		(35	)		(1,143	)		—		—			1,178			—
	Income (loss) from equity investment in VCR and subsidiaries		(795	)		1,015			—		—			(220	)		—

	Income (loss) before preferred return		28,640			(795	)		—		31,878			(51,849	)		7,874
	Preferred return on Redeemable Preferred Interest in Venetian Casino Resort, LLC		(20,766	)		—			—		—			20,766			—

Net income (loss)		$	7,874		$	(795	)	$	—	$	31,878		$	(31,083	)	$	7,874

F-44

CONDENSED STATEMENTS OF OPERATIONS

For the year ended December 31, 2002

		Las Vegas Sands, Inc.			Venetian Casino Resort LLC			Other Guarantor Subsidiaries			Other Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
	Casino	$	256,484		$	—		$	—		$	—		$	—		$	256,484
	Rooms		—			206,706			—			—			—			206,706
	Food and beverage		—			70,300			—			—			(2,655	)		67,645
	Casino rental revenue from LVSI		—			96,844			—			—			(96,844	)		—
	Retail and other		1,743			34,159			—			96,719			(5,912	)		126,709

	Total revenue		258,227			408,009			—			96,719			(105,411	)		657,544
Less promotional allowances			—			(3,757	)		—			—			(30,451	)		(34,208	)

Net revenues			258,227			404,252			—			96,719			(135,862	)		623,336

Operating expenses:
	Casino		232,995			—			—			—			(114,152	)		118,843
	Rooms		—			58,009			—			—			(4,574	)		53,435
	Food and beverage		—			43,348			—			—			(8,204	)		35,144
	Retail and other		—			20,144			—			35,088			(3,900	)		51,332
	Provision for doubtful accounts		14,470			6,823			—			100			—			21,393
	General and administrative		2,553			90,676			12			20,470			(798	)		112,913
	Corporate expense		5,895			5,120			—			—			(901	)		10,114
	Rental expense		924			7,670			—			2,379			(3,333	)		7,640
	Pre-opening and developmental expense		—			—			—			5,925			—			5,925
	Depreciation and amortization		429			38,515			—			7,718			—			46,662

			257,266			270,305			12			71,680			(135,862	)		463,401

Operating income (loss)			961			133,947			(12	)		25,039			—			159,935

Other income (expense):
	Interest income		460			2,027			—			540			—			3,027
	Interest expense, net of amounts capitalized		(17	)		(103,404	)		—			(17,028	)		—			(120,449	)
	Interest expense on indebtedness to Principal Stockholder		—			(1,914	)		—			(2,096	)		—			(4,010	)
	Other income (expense)		—			1,051			—			(6	)		—			1,045
	Preferred return on Redeemable Preferred Interest in Venetian Casino Resort, LLC		—			—			—			23,333			(23,333	)		—
	Loss on early retirement of debt		—			(49,865	)		—			(1,527	)		—			(51,392	)
	Income from equity investment in Interface		26,548			—			—			—			(26,548	)		—
	Income from equity investment in Grand Canal Shops II		161			5,189			—			—			(5,350	)		—
	Loss from equity investment in VCR and subsidiaries		(16,624	)		(3,655	)		—			—			20,279			—

	Income (loss) before preferred return		11,489			(16,624	)		(12	)		28,255			(34,952	)		(11,844	)
	Preferred return on Redeemable Preferred Interest in Venetian Casino Resort, LLC		(23,333	)		—			—			—			23,333			—

Net income (loss)		$	(11,844	)	$	(16,624	)	$	(12	)	$	28,255		$	(11,619	)	$	(11,844	)

F-45

CONDENSED STATEMENTS OF OPERATIONS

For the year ended December 31, 2003

		Las Vegas Sands, Inc.			Venetian Casino Resort LLC			Other Guarantor Subsidiaries			Other Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
	Casino	$	272,804		$	—		$	—		$	—		$	—		$	272,804
	Rooms		—			251,397			—			—			—			251,397
	Food and beverage		—			82,882			—			—			(2,675	)		80,207
	Casino rental revenues from LVSI		—			100,962			—			—			(100,962	)		—
	Retail and other		970			38,897			—			95,023			(2,688	)		132,202

	Total revenues		273,774			474,138			—			95,023			(106,325	)		736,610
Less promotional allowances			—			(4,897	)		—			—			(39,959	)		(44,856	)

Net revenues			273,774			469,241			—			95,023			(146,284	)		691,754

Operating expenses:
	Casino		253,237			—			—			—			(125,067	)		128,170
	Rooms		—			72,037			—			—			(7,218	)		64,819
	Food and beverage		—			49,091			—			—			(8,914	)		40,177
	Retail and other		—			20,335			—			37,005			(3,784	)		53,556
	Provision for doubtful accounts		7,724			473			—			(113	)		—			8,084
	General and administrative		4,499			101,645			1			20,552			(563	)		126,134
	Corporate expense		5,963			4,951			—			—			(738	)		10,176
	Rental expense		738			6,833			—			2,557			—			10,128
	Pre-opening and developmental expense		—			1,125			—			9,400			—			10,525
	Depreciation and amortization		1,905			43,558			—			8,396			—			53,859

			274,066			300,048			1			77,797			(146,284	)		505,628

Operating income (loss)			(292	)		169,193			(1	)		17,226			—			186,126

Other income (expense):
	Interest income		478			934			—			1,492			(779	)		2,125
	Interest expense, net of amounts capitalized		(53	)		(107,214	)		—			(15,954	)		779			(122,442	)
	Other income (expense)		—			887			—			(62	)		—			825
	Preferred return on Redeemable Preferred Interest in Venetian Casino Resort, LLC		—			—			—			26,217			(26,217	)		—
	Income on equity investment in Interface		29,199			—			—			—			(29,199	)		—
	Income from equity investment in Grand Canal Shops II		347			11,221			—			—			(11,568	)		—
	Income (loss) from equity investment in VCR and subsidiaries		63,172			(11,849	)		—			—			(51,323	)		—

	Income (loss) before preferred return		92,851			63,172			(1	)		28,919			(118,307	)		66,634
	Preferred return on Redeemable Preferred Interest in Venetian Casino Resort, LLC		(26,217	)		—			—			—			26,217			—

Net income (loss)		$	66,634		$	63,172		$	(1	)	$	28,919		$	(92,090	)	$	66,634

F-46

CONDENSED STATEMENTS OF CASH FLOWS
For the year ended December 31, 2001

	Las Vegas Sands, Inc.			Venetian Casino Resort LLC			Other Guarantor Subsidiaries		Other Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries		Total
Net cash provided by operating activities	$	2,444		$	43,711		$	—	$	19,597		$	—	$	65,752

Cash flows from investing activities:
Increase in restricted cash		—			(57	)		—		(4,209	)		—		(4,266	)
Capital expenditures		—			(53,660	)		—		(2,365	)		—		(56,025	)

Net cash used in investing activities		—			(53,717	)		—		(6,574	)		—		(60,291	)

Cash flows from financing activities:
Contributions from stockholder		—			—			—		720			—		720
Dividends paid		—			—			—		(13,800	)		—		(13,800	)
Repayments on bank credit facility—tranche A term loan		—			(103,125	)		—		—			—		(103,125	)
Repayments on bank credit facility—tranche B term loan		—			(49,750	)		—		—			—		(49,750	)
Repayments on bank credit facility—tranche C term loan		—			(5,750	)		—		—			—		(5,750	)
Proceeds from bank credit facility—tranche C term loan		—			5,750			—		—			—		5,750
Repayments on bank credit term facility		—			(764	)		—		—			—		(764	)
Proceeds from bank credit term facility		—			152,750			—		—			—		152,750
Repayments on bank credit facility—revolver		—			(18,000	)		—		—			—		(18,000	)
Proceeds from bank credit facility—revolver		—			58,000			—		—			—		58,000
Repayments on FF&E credit facility		—			(21,494	)		—		—			—		(21,494	)
Proceeds from Phase II Subsidiary credit facility		—			—			—		3,933			—		3,933
Proceeds from Phase II Subsidiary unsecured bank loan		—			—			—		1,092			—		1,092
Proceeds from Interface Nevada loan		—			—			—		141,000			—		141,000
Repayments on Interface Nevada loan		—			—			—		(139,174	)		—		(139,174	)
Payments of deferred offering costs		—			(5,573	)		—		(5,881	)		—		(11,454	)
Contributions		—			—			—		—			—		—
Net change in intercompany accounts		(409	)		1,508			—		(1,099	)		—		—

Net cash provided by (used in) financing activities		(409	)		13,552			—		(13,209	)		—		(66	)

Increase (decrease) in cash and cash equivalents		2,035			3,546			—		(186	)		—		5,395
Cash and cash equivalents at beginning of year		35,332			4,260			8		20,764			—		60,364

Cash and cash equivalents at end of year	$	37,367		$	7,806		$	8	$	20,578		$	—	$	65,759

F-47

CONDENSED STATEMENTS OF CASH FLOWS
For the year ended December 31, 2002

	Las Vegas Sands, Inc.		Venetian Casino Resort LLC			Other Guarantor Subsidiaries			Other Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries			Total
Net cash provided by (used in) operating activities	$	3,293	$	65,132		$	(12	)	$	18,429		$	—		$	86,842

Cash flows from investing activities:
Increase in restricted cash		—		(101,778	)		—			(1,039	)		—			(102,817	)
Notes receivable from shareholders		—		—			—			(680	)		—			(680	)
Capital expenditures		—		(128,793	)		—			(7,947	)		—			(136,740	)
Dividend from Grand Canal Shops II LLC		—		21,590			—			—			(21,590	)		—
Capital contributions to subsidiaries		—		(73,572	)		—			—			73,572			—

Net cash provided by (used in) investing activities		—		(282,553	)		—			(9,666	)		51,982			(240,237	)

Cash flows from financing activities:
Contribution from stockholder		—		—			—			719			—			719
Dividend to Venetian Casino Resort LLC		—		—			—			(21,590	)		21,590			—
Capital contribution from Venetian Casino Resort LLC		—		—			10			73,562			(73,572	)		—
Repayments on 12 ¹ / 4 mortgage notes		—		(425,000	)		—			—			—			(425,000	)
Proceeds from 11% mortgage notes		—		850,000			—			—			—			850,000
Repayments on senior subordinated notes		—		(97,500	)		—			—			—			(97,500	)
Proceeds from secured mall facility		—		—			—			120,000			—			120,000
Repayments on mall—tranche A take-out loan		—		—			—			(105,000	)		—			(105,000	)
Repayments on mall—tranche B take-out loan		—		—			—			(35,000	)		—			(35,000	)
Repayments on completion guaranty loan		—		(31,124	)		—			—			—			(31,124	)
Repayments on senior secured credit facility—term B		—		(1,250	)		—			—			—			(1,250	)
Proceeds from senior secured credit facility—term B		—		250,000			—			—			—			250,000
Repayments on bank credit facility—term		—		(151,986	)		—			—			—			(151,986	)
Repayments on bank credit facility—revolver		—		(61,000	)		—			—			—			(61,000	)
Proceeds from bank credit facility—revolver		—		21,000			—			—			—			21,000
Repayments on FF&E credit facility		—		(53,735	)		—			—			—			(53,735	)
Repayments on Phase II Subsidiary credit facility		—		—			—			(3,933	)		—			(3,933	)
Repayments on Phase II Subsidiary unsecured bank loan		—		—			—			(1,092	)		—			(1,092	)
Repayment on Interface Nevada loan		—		—			—			(5,643	)		—			(5,643	)
Repurchase premiums incurred in connection with refinancing transactions		—		(33,478	)		—			—			—			(33,478	)
Payments of deferred offering costs		—		(38,465	)		—			(3,394	)		—			(41,859	)
Net change in intercompany accounts		6,086		(7,874	)		—			1,788			—			—

Net cash provided by (used in) financing activities		6,086		219,588			10			20,417			(51,982	)		194,119

Increase (decrease) in cash and cash equivalents		9,379		2,167			(2	)		29,180			—			40,724
Cash and cash equivalents at beginning of year		37,367		7,806			8			20,578			—			65,759

Cash and cash equivalents at end of year	$	46,746	$	9,973		$	6		$	49,758		$	—		$	106,483

F-48

CONDENSED STATEMENTS OF CASH FLOWS
For the year ended December 31, 2003

	Las Vegas Sands, Inc.			Venetian Casino Resort LLC			Other Guarantor Subsidiaries			Other Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries		Total
Net cash provided by (used in) operating activities	$	11,804		$	101,159		$	(1	)	$	24,154		$	—	$	137,116

Cash flows from investing activities:
(Increase) decrease in restricted cash		—			101,185			—			(118,130	)		—		(16,945	)
Notes receivable from stockholders		(843	)		—			—			(590	)		—		(1,433	)
Capital expenditures		(1,870	)		(195,148	)		—			(82,930	)		—		(279,948	)

Net cash used in investing activities		(2,713	)		(93,963	)		—			(201,650	)		—		(298,326	)

Cash flows from financing activities:
Contributions from stockholder		—			—			—			721			—		721
Repayments on senior secured credit facility—term A		—			(1,667	)		—			—			—		(1,667	)
Proceeds from senior secured credit facility—term A		—			50,000			—			—			—		50,000
Repayments on senior secured credit facility—term B		—			(2,500	)		—			—			—		(2,500	)
Proceeds from Venetian Macau senior secured notes—tranche A		—			—			—			75,000			—		75,000
Proceeds from Venetian Macau senior secured notes—tranche B		—			—			—			45,000			—		45,000
Proceeds from Venetian Intermediate credit facility		—			—			—			40,000			—		40,000
Repayments on bank credit facility—revolver		—			(470	)		—			—			—		(470	)
Proceeds from bank credit facility—revolver		—			470			—			—			—		470
Repayments on FF&E credit facility		—			(600	)		—			—			—		(600	)
Proceeds from FF&E credit facility		—			15,000			—			—			—		15,000
Repayment on Interface Nevada loan		—			—			—			(6,050	)		—		(6,050	)
Payments of deferred offering costs		—			(408	)		—			(6,976	)		—		(7,384	)
Net change in intercompany accounts		17,212			(47,445	)		—			30,233			—		—

Net cash provided by financing activities		17,212			12,380			—			177,928			—		207,520

Increase (decrease) in cash and cash equivalents		26,303			19,576			(1	)		432			—		46,310
Cash and cash equivalents at beginning of year		46,746			9,973			6			49,758			—		106,483

Cash and cash equivalents at end of year	$	73,049		$	29,549		$	5		$	50,190		$	—	$	152,793

F-49

LAS VEGAS SANDS, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)
(Unaudited)

		December 31, 2003			June 30, 2004			Pro Forma June 30, 2004 (change in tax status)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents	$	152,793		$	684,482		$	684,482
	Restricted cash and cash equivalents		55,655			33,744			33,744
	Accounts receivable, net		54,197			56,958			56,958
	Inventories		6,251			6,350			6,350
	Prepaid expenses		3,843			10,311			19,032

	Total current assets		272,739			791,845			800,566
Property and equipment, net			1,484,670			1,564,689			1,564,689
Deferred offering costs, net			39,143			33,474			33,474
Restricted cash and cash equivalents			86,144			—			—
Other assets, net			34,339			28,832			28,832

		$	1,917,035		$	2,418,840		$	2,427,561

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
	Accounts payable	$	16,679		$	29,901		$	29,901
	Construction payables		42,155			51,900			51,900
	Construction payables—contested		7,232			7,232			7,232
	Accrued interest payable		4,809			5,001			5,001
	Other accrued liabilities		111,112			119,110			119,110
	Current maturities of long-term debt		41,379			42,385			42,385

Total current liabilities			223,366			255,529			255,529
Other long-term liabilities			6,445			7,317			24,255
Deferred gain on sale of Grand Canal Shops			—			73,325			73,325
Deferred rent from Grand Canal Shops transaction			—			107,841			107,841
Long-term debt			1,525,116			1,409,380			1,409,380

			1,754,927			1,853,392			1,870,330

Stockholders' equity:
	Common stock, $.10 par value, 3,000,000 shares authorized, 1,220,370 shares issued and outstanding		123			123			123
	Receivables from stockholders		(2,113	)		(2,670	)		(2,670	)
	Capital in excess of par value		155,809			155,809			559,778
	Retained earnings		8,289			412,186			—

			162,108			565,448			557,231

		$	1,917,035		$	2,418,840		$	2,427,561

The accompanying notes are an integral part of these consolidated financial statements.

F-50

LAS VEGAS SANDS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share data)
(Unaudited)

		Six Months Ended June 30,
		2003			2004
Revenues:
	Casino	$	136,691		$	228,597
	Rooms		113,930			164,597
	Food and beverage		39,248			65,681
	Retail and other		65,125			73,489

			354,994			532,364
Less-promotional allowances			(19,437	)		(26,521	)

Net revenues			335,557			505,843

Operating expenses:
	Casino		63,368			98,536
	Rooms		29,082			38,717
	Food and beverage		18,997			32,831
	Retail and other		26,119			31,275
	Provision for doubtful accounts		4,756			6,692
	General and administrative		60,727			76,748
	Corporate expense		4,396			5,704
	Rental expense		5,067			4,689
	Pre-opening and developmental expense		4,845			19,107
	Depreciation and amortization		23,514			32,383
	Gain on sale of Grand Canal Shops		—			(418,222	)

			240,871			(71,540	)

Operating income			94,686			577,383
Other income (expense):
	Interest income		1,033			1,094
	Interest expense, net of amounts capitalized		(58,565	)		(65,291	)
	Other income (expense)		819			(9	)
	Loss on early retirement of debt		—			(1,371	)

Net income		$	37,973		$	511,806

Basic earnings per share		$	31.12		$	419.39

Diluted earnings per share		$	31.04		$	418.89

Dividends declared per share		$	—		$	88.42

Weighted average shares outstanding
	Basic		1,220,370			1,220,370

	Diluted		1,223,370			1,221,807

Pro forma data (reflecting change in tax status):
	Provision for income taxes		(14,788	)		(179,771	)

	Net income	$	23,185		$	332,035

Pro forma net income per share of common stock:
	Basic	$	19.00		$	272.08

	Diluted	$	18.95		$	271.76

The accompanying notes are an integral part of these consolidated financial statements.

F-51

LAS VEGAS SANDS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Dollars in thousands)
(Unaudited)

		Common Stock
		Number of Shares	Amount		Capital in Excess of Par Value			Receivables from Stockholders			Retained Earnings (Deficit)			Total
Balance at December 31, 2002		1,220,370	$	123	$	159,286		$	(680	)	$	(58,345	)	$	100,384
	Contributions	—		—		721			—			—			721
	Declared and unpaid dividends	—		—		(4,198	)		—			—			(4,198	)
	Receivables from stockholders	—		—		—			(1,433	)		—			(1,433	)
	Net income	—		—		—			—			66,634			66,634

Balance at December 31, 2003		1,220,370		123		155,809			(2,113	)		8,289			162,108
	Declared and paid dividends	—		—		—			—			(107,909	)		(107,909	)
	Interest income on notes receivable from stockholders	—		—		—			(15	)		—			(15	)
	Receivables from stockholders	—		—		—			(542	)		—			(542	)
	Net income	—		—		—			—			511,806			511,806

Balance at June 30, 2004		1,220,370	$	123	$	155,809		$	(2,670	)	$	412,186		$	565,448

The accompanying notes are an integral part of these consolidated financial statements.

F-52

LAS VEGAS SANDS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)
(Unaudited)

			Six Months Ended June 30,
			2003			2004
Cash flows from operating activities:
Net income			$	37,973		$	511,806
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization			23,514			32,383
	Amortization of debt offering costs and original issue discount			3,866			4,524
	Amortization of deferred revenue			—			(573	)
	Deferred rent from Grand Canal Shops transaction			—			109,220
	Loss on early retirement of debt			—			1,371
	Loss on disposition of fixed assets			206			148
	Gain on sale of Grand Canal Shops			—			(418,222	)
	Provision for doubtful accounts			4,756			6,692
	Changes in operating assets and liabilities:
		Accounts receivable		(3,382	)		(9,453	)
		Inventories		(542	)		(99	)
		Prepaid expenses		539			(6,468	)
		Other assets		(5,710	)		(8,062	)
		Accounts payable		1,319			5,330
		Accrued interest payable		492			192
		Other accrued liabilities		(6,307	)		4,793

Net cash provided by operating activities				56,724			233,582

Cash flows from investing activities:
Proceeds from sale of Grand Canal Shops, net of transaction costs				—			649,568
Decrease in restricted cash				56,317			108,055
Notes receivable from stockholders				(1,057	)		(557	)
Capital expenditures				(174,201	)		(236,093	)

Net cash provided by (used in) investing activities				(118,941	)		520,973

Cash flows from financing activities:
Dividends paid to shareholders				—			(107,909	)
Repayments on 11% mortgage notes				—			(6,360	)
Repayments on secured mall facility				—			(120,000	)
Proceeds from senior secured credit facility—term A				50,000			—
Repayments on senior secured credit facility—term A				—			(3,333	)
Repayments on senior secured credit facility—term B				(1,250	)		(1,250	)
Proceeds from Macao revolver				—			10,000
Proceeds from Venetian Intermediate credit facility				—			10,000
Repayments on bank credit facility—revolver				(470	)		—
Proceeds from bank credit facility—revolver				470			—
Repayments on FF&E credit facility				—			(600	)
Repayment on Interface Nevada loan				(2,973	)		(3,187	)
Payments of deferred offering costs				(240	)		(227	)

Net cash provided by (used in) financing activities				45,537			(222,866	)

Increase (decrease) in cash and cash equivalents				(16,680	)		531,689
Cash and cash equivalents at beginning of period				106,483			152,793

Cash and cash equivalents at end of period			$	89,803		$	684,482

Supplemental disclosure of cash flow information:
Cash payments for interest			$	57,907		$	63,216

Property and equipment asset acquisitions included in construction accounts payable			$	46,879		$	59,132

Property and equipment acquisitions included in accounts payable			$	—		$	7,892

Deferred gain on sale of Grand Canal Shops			$	—		$	77,217

Decrease in other assets related to Grand Canal Shops sale			$	—		$	13,569

The accompanying notes are an integral part of these consolidated financial statements.

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LAS VEGAS SANDS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1—ORGANIZATION AND BUSINESS OF COMPANY

The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes of the Company as of and for the year ended December 31, 2003. The year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles. In addition, certain amounts in the 2003 financial statements have been reclassified to conform with the 2004 presentation. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited financial statements are not necessarily indicative of expected results for the full year.

On July 29, 2004, the Company acquired all of the capital stock of Interface Group Holding Company, Inc. ("Interface") from the Company's principal stockholder (the "Principal Stockholder") in exchange for the issuance to the Principal Stockholder of 220,370 additional shares of LVSI common stock. Interface is the indirect owner of the Expo Center and the holder of all the Series B Preferred Interest in Venetian Casino Resort, LLC (the "Redeemable Preferred Interest") (See Note 4). The acquisition of Interface by LVSI has been accounted for as a reorganization of entities under common control, in a manner similar to a pooling-of-interests.

Las Vegas Properties

The Casino Resort is located across from The Mirage and the Treasure Island Hotel and Casino. The Casino Resort includes the only all-suites hotel on the Strip with 4,049 suites (the "Hotel"); a gaming facility of approximately 116,000 square feet (the "Casino"); an enclosed retail, dining and entertainment complex of approximately 446,000 net leasable square feet (the "Mall"); and a meeting and conference facility of approximately 650,000 square feet (the "Congress Center"). On May 17, 2004, the Company sold the Mall to General Growth Properties (the "Mall Purchaser") and leased certain other restaurant and retail assets of the Casino Resort for approximately $766.0 million (the "Mall Sale"). See "Note 5—Commitments and Contingencies." The Company is involved in significant litigation relating to the cost of construction of the Casino Resort. See "Note 5—Commitments and Contingencies".

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The Company has begun design and construction work and has completed demolition and clearing on the site of the Palazzo Casino Resort (the "Palazzo"), a second resort similar in size to the Casino Resort, which will be situated on a 15-acre site situated adjacent to the Casino Resort and the Sands Expo and Convention Center (the "Expo Center"), across Sands Boulevard from the Wynn Resort. The Palazzo will consist of an all-suite, 50-floor luxury hotel tower with approximately 3,025 rooms, a gaming facility of approximately 105,000 square feet, an enclosed shopping, dining and entertainment complex of approximately 375,000 square feet and additional meeting and conference space of approximately 450,000 square feet. As part of the Mall Sale, the Company entered into an agreement to construct and sell the multi-level retail space of the Palazzo for approximately $250.0 million subject to an upward adjustment based on operating income performance upon completion of construction of the Palazzo (the "Phase II Mall Sale"). The Company has commenced the marketing of a new $1.01 billion senior secured credit facility, consisting of a revolving facility and term loan facilities, the proceeds of which will be used, among other things, to fund the design, development, construction, and pre-opening costs of the Palazzo. The Palazzo is expected to be completed in 2007.

Macao Properties

The Company intends to develop a "Las Vegas-style" collection of properties in Macao. On May 18, 2004, the Company opened a portion of the Macao Casino with the remainder scheduled to open in late August 2004. Upon its completion, the Macao Casino will consist of approximately 160,000 gross square feet of gaming facilities, including approximately 319 table games and 619 slot machines or other similar electronic devices, as well as numerous restaurants and private VIP gaming room facilities.

In addition, the Company has begun design and planning work for the Macao Venetian Casino Resort, a 500-suite hotel, casino and convention center complex, with a Venetian- style theme similar to that of the Casino Resort to be located in the area of Macao known as Cotai (the "Macao Venetian Casino Resort").

Subsidiaries

The consolidated financial statements include the accounts of LVSI and its subsidiaries (the "Subsidiaries"), including Venetian Casino Resort, LLC ("Venetian"), Interface Holding, Mall Intermediate Holding Company, LLC ("Mall Intermediate"), Grand Canal Shops Mall Subsidiary, LLC (the "New Mall Subsidiary"), Grand Canal Shops II, LLC (the "Mall II Subsidiary")(which was sold May 17, 2004), Grand Canal Shops Mall MM Subsidiary, Inc, Venetian Hotel Operations, LLC ("Mall Construction"), Lido Intermediate Holding Company, LLC ("Lido Intermediate"), Lido Casino Resort Holding Company, LLC, Lido Casino Resort, LLC (the "Phase II Subsidiary"), Lido Casino Resort MM, Inc., Venetian Transport, LLC ("Venetian Transport"), Venetian Venture Development, LLC ("Venetian Venture"), Venetian Venture Development Intermediate Limited ("Venetian Intermediate"), Venetian Venture Development Intermediate I, Venetian Venture Development Intermediate II, Venetian Macau Finance Company, VI Limited, Las Vegas Sands ("UK") Limited, Las Vegas Sands ("Ibrox") Limited, Las Vegas Sands ("Sheffield") Limited, Venetian Macau Limited ("Venetian Macao"), Venetian Global Holdings Limited, Venetian Marketing, Inc. ("Venetian Marketing"), Venetian Far East Limited, Venetian Operating Company, LLC ("Venetian Operating"), Venetian Resort Development Limited, Phase II Mall Subsidiary, LLC and Phase II Mall Holding, LLC. Each of

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LVSI and its subsidiaries is a separate legal entity and the assets of each such entity are intended to be available only to the creditors of such entity, except to the extent of guarantees on indebtedness. See "Note 4—Long-Term Debt".

Venetian was formed on March 20, 1997 to own and operate certain portions of the Casino Resort. LVSI is the managing member and owns 100% of the common voting equity in Venetian. The entire preferred interest in Venetian is owned by Interface, which became a wholly owned subsidiary of LVSI following the acquisition by LVSI of all of its capital stock on July 29, 2004.

Various subsidiaries are guarantors or co-obligors of certain indebtedness related to the Casino Resort. See "Note 4—Long-Term Debt."

The Mall II Subsidiary was an indirect, wholly owned subsidiary of LVSI that owned and operated the Mall and was formed on May 31, 2002 and became a successor to the New Mall Subsidiary in connection with the refinancing of the Mall's indebtedness. The Mall II Subsidiary was sold on May 17, 2004. See "Note 4—Long-Term Debt."

Venetian Macao is an indirect subsidiary of LVSI, which owns and operates the Macao Casino. See "Note 4—Long-Term Debt."

NOTE 2—STOCKHOLDERS' EQUITY AND PER SHARE DATA

The Company has a nonqualified stock option plan, which provides for the granting of stock options pursuant to the applicable provisions of the Internal Revenue Code and regulations. The stock option plan provides that the Principal Stockholder may assume the obligations of the Company under the plan and provides for the granting of up to 75,000 shares of common stock to officers and other key employees of the Company.

During the first quarter of 2002, the Company entered into a stockholders' agreement (the "Stockholders' Agreement") with the employees to whom options were granted (the "Additional Stockholders") and the Principal Stockholder. The Stockholders' Agreement restricts the ability of the Additional Stockholders and any of their permitted transferees who have agreed to be bound by the terms and conditions of the agreement to sell, assign, pledge, encumber, or otherwise dispose of any shares of common stock of LVSI, except in accordance with the provisions of the Stockholders' Agreement. If at any time before LVSI completes an initial public offering, the Principal Stockholder wishes to sell 20% or more of his ownership interest in LVSI to any third party transferee, each Additional Stockholder shall have the right to participate in such sale on the same terms as those offered to the Principal Stockholder. The Additional Stockholders also have certain piggyback registration rights. Finally, if at any time prior to the completion by LVSI of an initial public offering LVSI wishes to issue any new securities, the Additional Stockholders will have the right under certain circumstances to purchase that number of shares of LVSI common stock, at the proposed purchase price of the new securities, such that the Additional Stockholders' percentage ownership of LVSI would remain the same following such issuance.

Basic and diluted income per share is calculated based upon the weighted average number of shares outstanding. In the first quarter of 2002, the Company completed a stock split whereby the number of shares of common stock outstanding was increased from 925,000 to 1,000,000. At the time of the stock split, the Principal Stockholder maintained 100% ownership of the Company's common stock. All references to share and per share data herein have been adjusted retroactively

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to give effect to the increase in shares of common stock outstanding to 1,000,000, and the July 29, 2004 issuance of 220,370 shares of common stock in connection with the acquisition of Interface as further described in Note 1. The Company issued no options to purchase common stock during the six months ended June 30, 2004 and as of June 30, 2004, there were unexercised options to purchase 2,000 shares of the Company's common stock. The impact of 3,000 and 1,437 unexercised options to purchase shares of the Company's common stock have been included in the computation of diluted earnings per share for the six month periods ended June 30, 2003 and 2004, respectively.

The Company has elected to follow Accounting Principles Board Opinion No. 25 entitled "Accounting For Stock Issued to Employees" and accounts for its stock-based compensation to employees using the intrinsic value method. Under this method, compensation expense is the difference between the market value of the Company's stock and the stock option's exercise price at the measurement date. Under APB 25, if the exercise price of the stock options is equal to or less than the market price of the underlying stock on the date of grant, no compensation expense is recognized. During the six month periods ended June 30, 2003 and 2004 no compensation expense was recorded by the Company.

Had the Company accounted for the plan under the fair value method allowed by Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), the Company's net income, and earnings per share would have been reduced to the following pro forma amounts (dollars in thousands except per share data):

	For the Six Months Ended June 30, 2003		For the Six Months Ended June 30, 2004
Net income, as reported	$	37,973	$	511,806
Deduct: Total stock-based employee compensation expense determined under the minimum value method for all awards, net of related tax effects		—		—

Pro forma net income	$	37,973	$	511,806

Basic earnings per share, as reported	$	31.12	$	419.39

Basic earnings per share, pro-forma	$	31.12	$	419.39

Diluted earnings per share, as reported	$	31.04	$	418.89

Diluted earnings per share, pro-forma	$	31.04	$	418.89

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NOTE 3—PROPERTY AND EQUIPMENT

Property and equipment consists of the following (in thousands):

	December 31, 2003			June 30, 2004
Land and land improvements	$	128,850		$	170,032
Building and improvements		1,219,284			1,226,251
Equipment, furniture, fixtures and leasehold improvements		198,811			236,769
Construction in progress		167,235			171,044

		1,714,180			1,804,096
Less: accumulated depreciation and amortization		(229,510	)		(239,407	)

	$	1,484,670		$	1,564,689

Capital expenditures during this six months ended June 30, 2003 and 2004 were $174.2 million and $236.1 million, respectively and were comprised of the Company's construction of the Phase IA addition, the Macao Casino or the Phase II resort. During the six month periods ended June 30, 2004, the Company capitalized interest expense of $4.7 million and $2.7 million, respectively.

As of June 30, 2004, construction in progress represented design, pre-development, construction costs and shared facilities costs of $120.9 million for the Palazzo, of $25.8 million for the Venetian Macao, and $24.3 million for on-going capital improvement projects at the Casino Resort.

Property and equipment with a net book value of approximately $132.4 million were sold in connection with the Mall Sale as further described in Note 5.

NOTE 4—LONG-TERM DEBT

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

	December 31, 2003			June 30, 2004
Indebtedness of the Company and its Subsidiaries other than the Mall II and Macao Subsidiaries:
11% Mortgage Notes, due June 15, 2010	$	850,000		$	843,640
Senior Secured Credit Facility—Term B		246,250			245,000
Senior Secured Credit Facility—Term A		48,333			45,000
FF&E Credit Facility		14,400			13,800
Interface Nevada loan payable		127,512			124,325
Indebtedness of the Mall II Subsidiary:
Secured Mall Facility		120,000			—
Indebtedness of the Macao Subsidiaries:
Venetian Macao Revolver		—			10,000
Venetian Macao Senior Secured Notes—Tranche A		75,000			75,000
Venetian Macao Senior Secured Notes—Tranche B		45,000			45,000
Venetian Intermediate Credit Facility		40,000			50,000

		1,566,495			1,451,765
Less: current maturities		(41,379	)		(42,385	)

Total long-term debt	$	1,525,116		$	1,409,380

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Mortgage Notes

On June 4, 2002, the Company issued $850.0 million in aggregate principal amount of 11.0% mortgage notes due 2010 (the "Mortgage Notes"). The Mortgage Notes bear interest at 11%, payable each June 15th and December 15th. The Mortgage Notes are secured by second priority liens on certain assets of the Company (the personal property and the real estate improvements that comprise the hotel, the casino, and the convention space, with certain exceptions). The Mortgage Notes are redeemable at the option of LVSI and Venetian at prices ranging from 100% to 105.5% commencing on or after June 15, 2006, as set forth in the Mortgage Notes and the indenture pursuant to which the Mortgage Notes were issued (the "Indenture"). Prior to June 15, 2006, LVSI and Venetian may redeem the Mortgage Notes at their principal amount plus an applicable make-whole premium. Upon a change of control (as defined in the Indenture), each Mortgage Note holder may require LVSI and Venetian to repurchase such Mortgage Notes at 101% of the principal amount thereof plus accrued interest and other amounts which are then due, if any. On or prior to June 15, 2005, the Company may redeem up to 35% of the Mortgage Notes with the net cash proceeds of one or more offerings of equity securities at a redemption price of 111% of the principal amount of the Mortgage Notes, plus accrued and unpaid interest. Upon an event of loss or certain asset sales, the Company may also be required to offer to purchase all or a portion of the Mortgage Notes with the proceeds of such event of loss or sale. The Mortgage Notes are not subject to a sinking fund requirement. The Mortgage Notes have been registered under the Securities Act of 1933, as amended (the "Securities Act").

As a result of the consummation of the Mall Sale on May 17, 2004 (as further described in Note 5), LVSI and Venetian were obligated to use the Excess Proceeds (as defined under the Indenture) from the Mall Sale to make an offer to purchase the maximum principal amount of Mortgage Notes that may be purchased out of the Excess Proceeds of the Mall Sale at an offer price in cash equal to 100% of the principal amount of the Mortgage Notes, plus accrued and unpaid interest and liquidated damages, if any, to the closing date of the offer (the "Asset Sale Offer"). The Asset Sale Offer closed on June 6, 2004, and $6.4 million of Mortgage Notes were tendered and re-purchased by the Company.

Senior Secured Credit Facility

On June 4, 2002, the Company entered into a senior secured credit facility with a syndicate of lenders in an aggregate amount of $375.0 million (the "Senior Secured Credit Facility"). The Senior Secured Credit Facility provides for a $250.0 million single draw senior secured term loan facility (the "Term B Facility"), a $50.0 million senior secured delayed draw facility (the "Term A Facility"), and a $75.0 million senior secured revolving facility (the "Revolving Facility"). The net proceeds from the Term A and Term B Facilities of $235.0 million were deposited into a disbursement account for an expansion of the Casino Resort the ("Phase IA Addition"), invested in cash or permitted investments, pledged to a disbursement agent for the Senior Secured Credit Facility lenders and used as required for Phase IA Addition project costs under disbursement terms specified in the Senior Secured Credit Facility. As of June 30, 2004 all funds had been drawn.

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was drawn in full on May 26, 2003, matures on June 4, 2007, and is subject to quarterly amortization payments commencing on December 31, 2003 in the amount of $1,666,667 for three quarters, $2,500,000 for the succeeding four quarters, $3,750,000 for the next four quarters and $5,000,000 for the final four quarters.

The Revolving Facility matures on June 4, 2007 and has no interim amortization. No amounts had been drawn under the Revolving Facility as of June 30, 2004. However, as described below, LVSI has guaranteed borrowings under a $50.0 million credit facility of its wholly owned subsidiary, Venetian Intermediate, to fund construction and development costs of the Macao Casino. These guarantees are supported by $50.0 million of letters of credit that were issued under the Revolving Facility. In addition, LVSI guaranteed funding of certain cost overruns of the Macao Casino as further described in Note 5. This guaranty is supported by a $10.0 million letter of credit, which was issued under the Revolving Facility during January 2004. As a result of the issuance of these letters of credit, the amount available for working capital loans under the Revolving Facility is $15.0 million as of June 30, 2004.

The Senior Secured Credit Facility is secured by a first priority lien on certain assets of the Company (the personal property and the real estate improvements that comprise the hotel, the casino, and the convention space, with certain exceptions). The Senior Secured Credit Facility contains affirmative, negative, and financial covenants including limitations on indebtedness, liens, investments, guarantees, restricted junior payments, mergers and acquisitions, sales of assets, leases, transactions with affiliates and scope-changes and modifications to material contracts. Additionally, the Company is required to comply with certain financial ratios and other financial covenants including total debt to EBITDA ratios, EBITDA to interest coverage ratios, minimum net worth covenants and maximum capital expenditure limitations. At June 30, 2004, the Company was in compliance with all required covenants and ratios under the Senior Secured Credit Facility.

Pursuant to the terms of the Senior Secured Credit Facility, the Company is also required to maintain certain funds in escrow for insurance and property taxes. At June 30, 2004, $2.1 million was held by the lenders' agent in escrow for these purposes. The amounts in escrow are classified as restricted cash in the accompanying financial statements.

The Company has obtained an amendment or waiver to its Senior Secured Credit Facility (the "Bank Amendment") to, among other things; permit the consummation of the Mall Sale, the purchase of a parcel of real property adjacent to the Casino Resort and waiving any events of default resulting therefrom. The parcel will be used either as a parking lot for the Palazzo or for constructing additional convention space. The Bank Amendment permitted the Company to use the

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proceeds from the Mall Sale to repurchase Mortgage Notes tendered pursuant to the Asset Sale Offer.

FF&E Financing

Interface Nevada Note Payable

The loan was collateralized by a deed of trust on substantially all of the land, buildings, and equipment of the Expo Center. Pursuant to the loan agreement, Interface Nevada was required to maintain certain minimum debt service coverage ratios (as defined). Interface Nevada was also required to maintain an escrow account to provide for taxes, insurance, customer deposits, certain capital expenditures, and one month's principal and interest. At December 31, 2003, and June 30, 2004, $19.3 million and $21.3 million, respectively, were held in escrow. Excess cash beyond the required escrow balances are available to the Company for utilization at its discretion.

The loan bore interest at LIBOR plus 3.44% and for the six months ended June 30, 2004, the average interest rate was 4.6%. Interface Nevada had entered into an interest rate cap agreement for the full amount of the loan. The agreement was used to limit the exposure of increases in interest rates and limits the maximum LIBOR rate for purposes of the loan's variable interest rate calculation to 5.65%. The interest rate cap provision entitled the Company to receive from the counterparties the amounts, if any, by which the selected market interest rates exceeded the strike rates stated in such agreement. The cap agreement was terminated during 2004.

Interface Nevada must repay in full all amounts outstanding under the Interface Mortgage Loan by August 10, 2006, unless it exercises its renewal options, in which event the loan must be repaid

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by February 10, 2009. The loan will amortize pursuant to a 20-year mortgage schedule, based on a 9.25% interest rate assumption. If cash flow is available after the payment of interest and mandatory amortization, tax and insurance reserve amounts, operating expenses, capital expenditures and deposits into a deferred revenue reserve, additional principal payments must be made equal to the difference between (i) the principal payments necessary to amortize the loan pursuant to a 15-year schedule, based on a 7.00% interest rate and (ii) the mandatory amortization payment. The loan bears interest at an interest rate equal to LIBOR plus 3.75%. After a twelve-month lockout period, the loan may be prepaid in whole or in part.

Venetian Intermediate Credit Facility

On March 27, 2003, Venetian Intermediate entered into a credit agreement ("Venetian Intermediate Credit Agreement") with a lender to provide $50.0 million of financing for the Macao Casino. Venetian Intermediate owns 100% of Venetian Macao, the owner and operator of the Macao Casino. The obligations under the loans to be made under the Venetian Intermediate Credit Agreement are guaranteed by the Company and Venetian and supported by letters of credit, which have been issued under the Revolving Facility in favor of the Venetian Intermediate Credit Agreement lender. As a result of the issuance of the letters of credit, the amounts available for working capital loans under the Revolving Facility have been reduced on a dollar for dollar basis. The amounts outstanding under the Venetian Intermediate Credit Agreement bear interest at the base rate or the adjusted Eurodollar rate plus 0.5% per annum. Interest is payable on the base rate loans on a quarterly basis and is payable on Eurodollar loans at the end of the applicable interest period, and there is no scheduled principal amortization. The credit facility is due in full on March 27, 2006. As of June 30, 2004, $50.0 million was outstanding under the Venetian Intermediate Credit Agreement and was supported by $50.0 million of letters of credit issued under the Revolving Facility. The average interest rate was 1.6% for the six months ended June 30, 2004.

Venetian Macao Senior Secured Notes

On August 21, 2003, a wholly owned subsidiary of Venetian Macao, Venetian Macao Finance Company, issued $120.0 million in aggregate principal amount of floating rate senior secured notes due August 2008 (the "Venetian Macao Senior Secured Notes"). The Venetian Macao Senior Secured Notes issued by Venetian Macao Finance Company are guaranteed by Venetian Macao. All assets of Venetian Macao and its subsidiaries secure the Venetian Macao Senior Secured Notes and restrictions have been placed on the payment of dividends to LVSI and its subsidiaries from Venetian Macao and its subsidiaries. As of June 30, 2004, approximately $9.6 million of the proceeds from the issuance of the Venetian Macao Senior Secured Notes remained unused and have been classified as restricted cash in the accompanying balance sheet. As a result of the restrictions on dividend payments described above, approximately $9.6 million in net assets for the Venetian Macao at June 30, 2004 are not available at the parent level and are considered to be restricted net assets of subsidiaries at such date.

The Venetian Macao Senior Secured Notes of $75.0 million in aggregate principal amount bear interest at the rate of three month U.S. dollar LIBOR plus 3.25%, payable quarterly ("Tranche A Notes"), and $45.0 million in aggregate principal amount of the Venetian Macao Senior Secured Notes bear interest at the rate of three month U.S. dollar LIBOR plus 4.00%, payable quarterly ("Tranche B Notes"). The Tranche A Notes have a mandatory redemption of $7.5 million on

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August 21, 2005, $11.2 million on August 21, 2006, $18.8 million on August 21, 2007, and $37.5 million on August 21, 2008. The Tranche B Notes have no interim amortization and are due in full on August 21, 2008. The average interest rate on the Venetian Macao Senior Secured Notes was 4.8% during the six months ended June 30, 2004.

Macao Revolver

On December 18, 2003, Venetian Macao and Venetian Macao Finance Company entered into a $20.0 million revolving credit facility ("Macao Revolver") with a group of lenders. The Macao Revolver is secured on a pari passu basis with the same collateral as the Venetian Macao Senior Secured Notes. The Macao Revolver matures on December 18, 2006 and bears interest at LIBOR plus 3.75%. As of June 30, 2004, $10.0 million has been drawn under the Macao Revolver.

Acquisition of Interface and Redeemable Preferred Interest in Venetian Casino Resort, LLC

On July 29, 2004, the Company acquired all of the capital stock of Interface from the Principal Stockholder in exchange for the issuance to the Principal Stockholder of 220,370 additional shares of LVSI's common stock. Interface indirectly owns the Expo Center and holds the $252.6 million Redeemable Preferred Interest in Venetian Casino Resort, LLC. The acquisition of Interface by LVSI has been accounted for as a reorganization of entities under common control, in a manner similar to a pooling-of-interests.

Interface owns the $77.1 million Redeemable Preferred Interest. The rights of the Redeemable Preferred Interest include the accrual of a preferred return of 12% from June 30, 1997. Until the indebtedness under the Senior Secured Credit Facility is repaid and cash payments are permitted under the restricted payment covenants of the Indenture, the preferred return on the Redeemable Preferred Interest will accrue but will not be paid in cash. Commencing June 30, 2011, distributions must be made to the extent of the positive capital account of the holder. During the second and third quarters of 1999, Interface contributed $37.3 million and $7.1 million, respectively, in cash in exchange for an additional Redeemable Preferred Interest. During the six month periods ended June 30, 2003 and June 30, 2004, $14.3 million and $12.7 million, respectively, were accrued on the Redeemable Preferred Interest related to the contributions made. Since 1997, no distributions of preferred interest or preferred return have been paid on the Redeemable Preferred Interest. The Company currently plans to cease accrual of the preferred return and to retire the Redeemable Preferred Interest upon approval of the Nevada Gaming Authorities. Due to the acquisition of Interface, the preferred interest and preferred return have been eliminated in the condensed consolidated financial statements.

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The following information presents certain income statement data of the separate companies for the periods preceding the merger (in thousands):

		For the Six Months Ended June 30,
		2003			2004
Net revenues
	Las Vegas Sands, Inc.	$	309,087		$	471,904
	Interface		28,732			36,752
	Less eliminations		(2,262	)		(2,813	)

		$	335,557		$	505,843

Net Income (loss)
	Las Vegas Sands, Inc.	$	22,597		$	490,715
	Interface		15,376			21,091

		$	37,973		$	511,806

NOTE 5—COMMITMENTS AND CONTINGENCIES

Construction Litigation

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parent at the time the Construction Management Contract was entered into (such guaranty, the "P&O Guaranty").

On July 30, 1999, Venetian filed a complaint against the Construction Manager and Bovis in the United States District Court for the District of Nevada (the "Federal Court Action"). The action alleges, among other things, breach of contract and fraud by the Construction Manager of its obligations under the Construction Management Contract and a breach of contract by Bovis of its obligations under the Bovis Guaranty, including failure to fully pay trade contractors and vendors and failure to meet the April 21, 1999 guaranteed completion date. The Company amended this complaint on November 23, 1999 to add P&O as an additional defendant. In response to Venetian's breach of contract claims against the Construction Manager, Bovis and P&O, the Construction Manager filed a complaint on August 3, 1999 against Venetian in the District Court of Clark County, Nevada (the "State Court Action"). The action alleges a breach of contract and quantum meruit claims under the Construction Management Contract and also alleges that Venetian defrauded the Construction Manager in connection with the construction of the Casino Resort. A quantum meruit claim is one which seeks to abandon the contract and recovery for the reasonable value of services. This theory is sometimes pursued by contractors where they could not otherwise recover damages under the express terms and conditions of the contract. The quantum meruit claim was subsequently dismissed by the State Court. The Construction Manager seeks compensatory damages, attorney's fees and costs and punitive damages. In the lawsuit, the Construction Manager claims that it is owed approximately $90.0 million from Venetian and its affiliates. This complaint was subsequently amended by the Construction Manager, which also filed an additional complaint against the Company relating to work done and funds advanced with respect to the contemplated development of the Palazzo. Simultaneously, commencing in March 2000, the Construction Manager and the Company engaged in arbitration proceedings ordered by the Federal Court to determine the cost and schedule impact of any changes in the scope of services of the Construction Manager under the Construction Management Contract (the "Arbitration Proceedings").

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covered losses up to the next $80.0 million. The Insurance Policy provides coverage (subject to certain exceptions) for any amounts determined in the Construction Litigation to be owed to the Construction Manager or its subcontractors relating to claimed delays, inefficiencies, disruptions, lack of productivity/unauthorized overtime or schedule impact, allegedly caused by the Company during construction of the Casino Resort, and lien claims of, or acquired by, the Construction Manager as well as any defense costs.

On June 3, 2003, an approximate 10-month trial was concluded in the State Court Action when a jury returned a verdict in which the Construction Manager was awarded approximately $44.0 million in additional costs under the Construction Management Contract and which also awarded the Company approximately $2.0 million in damages for defective and incomplete work performed by the Construction Manager. The verdict also returned a defense verdict in favor of the Company on the Construction Manager's fraud claim, and denied the Construction Manager's claim for punitive damages. The verdict did not address pre-judgment interest and reimbursement of attorney's costs, which are being sought from the State Court by both parties.

The judge in the State Court Action arguably entered judgment on the verdict on December 24, 2003. The Company has filed motions requesting that the State Court reconsider the entry of the judgment, and stay the verdict until the conclusion of the Arbitration Proceedings, which proceedings the Company contends must be considered in determination of any final award between the parties. The request for a stay was denied. The Company believes that results of the Arbitration Proceedings will result in the lowering of the verdict that was awarded to the Construction Manager in the State Court Action and will provide a basis to increase the amount that was awarded to the Company. By orders dated June 17 and July 19, 2004, the post trial motions were denied in all material respects. The Company has filed a notice of appeal to the Nevada Supreme Court and several motions for reconsideration to the trial court which have not been ruled upon by the State Court judge.

While there are pending subcontractor claims against the Construction Manager and the Company and related claims for indemnity by and against the Construction Manager, the Company believes that all such claims asserted against the Company in those actions should be subsumed within the verdict in the State Court Action and that the Company's liability should be limited to the amount of any final judgment which may be ultimately entered in the State Court Action. If a judgment for the Construction Manager is entered on the verdict and such a judgment can be executed upon by the Construction Manager following the resolution of all appeals, the Company believes its payment of such a judgment will be applied towards satisfaction of the $45.0 million self-insured retention under the Insurance Policy. The Company intends to seek an elimination or reduction of the Construction Manager's and its subcontractors' mechanic's liens in an amount to be consistent with any final judgment on the verdict.

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Notwithstanding the entry of judgment in the State Court Action, the State Court judgment may change before it can be executed on by the Construction Manager. The Company has continued to pursue certain claims in the Arbitration Proceedings to determine, among other things, the impact of certain changes, which determination by the arbitrator the Company believes may provide a basis for reducing the amount awarded to the Construction Manager in the State Court Action and raising the amount of the verdict for the Company or otherwise establishing offsetting claims for the Company against the Construction Manager. The Company has already obtained interim credit awards of $3.0 million in arbitration related to work that was required by the contract and never completed by the Construction Manager. In addition, the Company has claims of over $25.0 million which will be submitted to arbitration within the next 12 months. The largest of these credit claims, in the amount of over $12.0 million, relates to payments due from the Construction Manager for worker's compensation and general liability insurance provided to the Construction Manager and trade contractors by us under the owner controlled insurance program. Other credit claims principally related to defective and incomplete work which was completed by the Company after the Construction Manager stopped performing on the project. If the Company is successful in providing its remaining credit claims, the arbitration credit awards, in total, could offset up to $28.0 million of the State Court verdict. There is also the likelihood that certain elements of the State Court verdict will be preempted because they are duplicative of items ordered to arbitration by federal court before the State Court jury trial began. For example, the State Court verdict includes an award of over $8.0 million for trade contractor overtime incurred by the Construction Manager. The arbitrator has found that the Construction Manager is entitled to an award of $0 for these exact same overtime claims. It is the Company's position that the arbitration awards should be substituted for the portions of the verdict which overlap. In a March 31, 2004 hearing, the State Court judge acknowledged that the verdict and the judgment on the verdict will need to be adjusted after the completion of the arbitrations.

Because of the magnitude of the remaining open items in the Arbitration Proceedings, which the Company believes must be considered in any ultimate award between the parties, the Company is not able to determine with any reasonable certainty the value of such claims or the probability of success on such claims at this time. Accordingly, no accrual for a liability has been reflected in the accompanying financial statements for this matter, other than approximately $7.2 million, which the Company had previously accrued in 1999 for unpaid construction costs and which have not yet been paid pending outcome of the litigation.

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of the Company's self-insured retention of $45.0 million for up to a total of $80.0 million of covered claims as further defined in the Insurance Policy. While the State Court's orders denying the Company's post trial motions could be viewed as increasing the possibility that the Company will be exposed to loss in this litigation, there are appellate issues that the Company intends to pursue and ongoing Arbitration Proceedings that the Company believes will impact the amount of loss and/or any award to which the Company may be entitled. Therefore, at this time, no amount within the range of any loss can be reasonably determined as an estimated loss. If there is a loss, such loss could be material to the Company's results of operations in the period that the estimate is recorded.

Interface Nevada Litigation

On October 17, 2003, Bear Stearns Funding, Inc. (the "Plaintiff") entered into a lawsuit against Interface Nevada. The Plaintiff is seeking damages against Interface Nevada for alleged breach of contract in the amount of $1.5 million, plus interest and costs. The claim asserts that the amount is due as an agreed-upon fee in connection with the $141 million loan agreement described in Note 4. Interface Nevada has asserted six counter claims against the Plaintiff in an amount to be determined at trial, but alleged to be in excess of $1.5 million. Interface Nevada and its legal council are currently not able to determine the probability of the outcome of these matters. Accordingly, no adjustments have been provided for in the accompanying financial statements.

Macao Casino Projects

On June 26, 2002, the Macao government granted a provisional concession to operate casinos in Macao through June 26, 2027 to the Company's subsidiary Venetian Macao and to Galaxy Casino Company Limited, a consortium of Macao and Hong Kong-based investors ("Galaxy"). During December 2002, Venetian Macao and Galaxy entered into a subconcession agreement. The subconcession agreement with Galaxy was recognized and approved by the Macao government and allows Venetian Macao to develop and operate certain casino projects, including the Macao Casino, separately from Galaxy. The Macao Casino opened on May 18, 2004. Additional facilities, including restaurants and entertainment venues and 49 of 52 high-end suites are expected to open during late August 2004.

In addition to the Macao Casino, the Company also intends to build the Macao Venetian Casino Resort in Macao, a hotel, casino and convention center complex with a Venetian-style theme similar to the Company's Las Vegas property.

Under the subconcession agreement, Venetian Macao is obligated to develop and open the Macao Venetian Casino Resort by June 2006 and invest, or cause to be invested, at least 4.4 billion Patacas (approximately $533.3 million at exchange rates in effect on June 30, 2004) in various development projects in Macao by June 2009. The construction and development costs of the Macao Casino will be applied to the fulfillment of this total investment obligation to the Macao government. The Company currently estimates the total cost of constructing, developing, and operating the Macao Casino, including design costs, construction costs, equipment costs, working capital and pre-opening expenses, will be approximately $265.0 million, all of which qualifies to meet the investment obligation to the Macao government. Assuming that all of the current estimated construction and development costs of the Macao Casino are applied towards fulfilling the investment obligations under the subconcession agreement, remaining investment obligations under the subconcession agreement will be approximately $268.3 million. It is expected that the

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construction and development costs of the Macao Venetian Casino Resort will satisfy the remainder of this obligation. To support this obligation, a Macao bank and a subsidiary of the Company, Lido Casino Resort Holding Company, LLC, have guaranteed 500 million Patacas (approximately $60.6 million at exchange rates in effect on June 30, 2004) of Venetian Macao's legal and contractual obligations to the Macao government until March 31, 2007. Venetian Macao received consents during June 2004 from the holders of the Venetian Macao Senior Secured Notes to permit the creation of a junior lien on Venetian Macao's rights over the land upon which the Macao Casino is being constructed in Macao to support the guarantee being issued by the Macao bank under the Venetian Macao subconcession. Venetian Macao's development and investment obligations under its subconcession agreement may be satisfied by Venetian Macao and/or its affiliates, including the Company.

As of June 30, 2004, approximately $185.1 million of the costs relating to the Macao Casino had been expended. The Company anticipates funding the $79.9 million of remaining estimated costs of construction related to the additional restaurant and entertainment facilities and the guest suites from a combination of the following sources:

•

net proceeds from the issuance and sale of $120.0 million in aggregate principal amount of the Venetian Macao Senior Secured Notes. As of June 30, 2004, approximately $9.6 million of these proceeds remained unused;

•

operating cash flow of the Company (although the Senior Secured Credit Facility and the Indenture for the Mortgage Notes limit the Company's ability to make investments in the Macao projects) and Venetian Macao;

•

borrowings under the $20.0 million Macao Revolver. As of June 30, 2004, $10.0 million had been drawn on the Macao Revolver;

•

a completion guaranty issued by LVSI and Venetian, guaranteeing payment of certain costs of the Macao Casino in excess of available funds (the "Completion Guaranty"). The Completion Guaranty is supported by a $10.0 million letter of credit issued in January 2004 under the Company's Senior Secured Credit Facility (See Note 4—Senior Secured Credit Facility). The remainder of the Completion Guaranty may be funded by borrowings of up to $10.0 million under the Macao Revolver;

•

borrowings under proposed furnishings, fixtures & equipment facilities and vendor financings which the Company expects to be able to enter into in the aggregate principal amount of $25.0 million (the "FF&E Facilities") to finance certain equipment and other assets of the Macao Casino. If Venetian Macao is unable to obtain the FF&E Facilities or vendor financing, LVSI, Venetian or another of their subsidiaries have agreed to either:

•: purchase, or cause to be purchased assets with a cost of up to $25.0 million and enter into lease or other arrangements with Venetian Macao or
•: otherwise assist Venetian Macao in securing such facilities, including by issuing guarantees in connection with any such facilities or otherwise lending such amounts to Venetian Macao for purposes of securing such equipment

in each case, to the extent permitted under the Senior Secured Credit Facility and the Indenture for the Mortgage Notes.

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The Company expects the funds provided by these sources to be sufficient to complete construction and opening of the remainder of the Macao Casino. The construction and development of the Macao Venetian Casino Resort will require significant additional debt and/or equity financing.

Venetian Macao, Venetian Intermediate and the Company's other Macao subsidiaries are not guarantors under the Mortgage Notes or the Senior Secured Credit Facility and, subject to certain limited exceptions, are not restricted subsidiaries under the Indenture for the Mortgage Notes or the Senior Secured Credit Facility. Restrictions have been placed on the payment of dividends to LVSI and its subsidiaries from Venetian Macao and its subsidiaries.

Mall Sale and Related Matters

On April 12, 2004, the Company entered into an agreement with the Mall Purchaser to sell the Mall and lease certain restaurant and other retail assets of the Casino Resort (the "Master Lease") for approximately $766.0 million. The Mall Sale closed on May 17, 2004 and the Company realized a gain of $418.2 million in connection with the Mall Sale. In conjunction with the Mall Sale, the Company repaid all of its $120.0 million secured Mall facility and redeemed $6.4 million of the Mortgage Notes pursuant to the Asset Sale Offer. The Master Lease agreement provides for the Casino Resort to lease nineteen spaces currently occupied by various tenants to the Mall Purchaser for 89-years with annual rent of one dollar per year and for the Mall Purchaser to assume the various leases. Under generally accepted accounting principles ("GAAP"), the Master Lease agreement does not qualify as a sale of the related assets, which were not separately legally demised. Accordingly, $109.2 million of the transaction has been deferred as prepaid operating lease payments to the Casino Resort, which will amortize into income on a straight-line basis over the 89-year lease term. In addition the Company will: (i) continue to be obligated to fulfill certain lease termination and asset purchase agreements; (ii) lease the C2K Showroom space located within the Mall from the Mall Purchaser for a period of 25 years with fixed minimum rent of $3.3 million per year with cost of living adjustments; (iii) operate the Gondola ride under an operating agreement for a period of 25 years for an annual fee of $3.5 million; and (iv) lease certain office space from the Mall Purchaser for a period of 10 years, subject to extension options for a period of up to 65 years, with annual rent of $860,350. The lease payments under clauses (ii) through (iv) above are subject to automatic increases beginning on the sixth lease year. The net present value of the lease payments under clauses (ii) through (iv) is $77.2 million. Under GAAP, a portion of the transaction must be deferred in an amount equal to the present value of the minimum lease payments set forth in the lease back agreements. This deferred gain will be amortized to reduce lease expense on a straight-line basis over the life of the leases.

Phase II Mall

The Company formed the Phase II Mall Subsidiary on July 1, 2004 to develop and construct the Phase II Mall. As part of the Mall Sale, the Company entered into an agreement with the Mall Purchaser to construct and sell the multi-level retail space of the Palazzo for an amount equal to the greater of (i) $250.0 million; or (ii) the projected net operating income divided by a cap rate. Such cap rate is .06 for every dollar of net operating income up to $38,000,000, and .08 for every dollar of annual operating income above $38,000,000. The Phase II Mall is expected to cost approximately $275.0 million (excluding incentive payments described below). The Phase II Mall will be constructed using the proceeds of the recently entered into $250.0 million Phase II Mall

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construction loan (the "Phase II Mall Construction Loan") (See Note 7) and an approximately $25.0 million investment from the Company. Under the Mall Sale agreement, the Company has agreed to substantially complete construction of the Phase II Mall before the earlier of 36 months after the date on which sufficient permits are received to allow the Phase II casino resort to begin construction of the Phase II Mall and March 1, 2008. These dates may be extended due to force majeure or certain other delays. In the event that the Company does not substantially complete construction of the Phase II Mall on or before the earlier of these dates, the Company must pay liquidated damages of $5,000 per day for the first six months and $10,000 per day for an additional six months after the completion deadline has passed. If substantial completion has not occurred on or before one year after the deadline, the Company will be required to pay liquidated damages in the amount of $100.0 million.

The Company made an equity contribution to the Phase II Mall Subsidiary of $63.2 million on July 15, 2004, which was used to make certain incentive payments and pay related payroll taxes to the Principal Stockholder and other senior executives of the Company for their work in connection with the Phase II Mall Sale and related financing transactions.

Dividends

During the six months ending June 30, 2004, the Company paid $107.9 million of dividends to its stockholders for their tax obligations related to their allocated portion of the Company's earnings. The Company's debt agreements, generally restrict payments of cash dividends. However, the debt agreements allow for tax distributions to stockholders.

NOTE 6—SEGMENT INFORMATION

The Company reviews the results of operations based on the following distinct geographic gaming market segments, which are the Casino Resort on the Las Vegas Strip, the Sands Expo and Convention Center, the Macao Casino in Macao and the United Kingdom. The Company's segment information is as follows for the six month periods ended June 30, 2004 (in thousands):

	Six Months Ended June 30,
	2003		2004
Net Revenues
Casino Resort	$	307,450	$	409,969
Expo Center		28,107		35,786
Macao Casino		—		60,088
United Kingdom		—		—

Total net revenues	$	335,557	$	505,843

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Adjusted EBITDA(1)
Casino Resort	$	119,642		$	181,787
Expo Center		7,799			11,656
Macao Casino		—			22,912
United Kingdom		—			—

		127,441			216,355
Other Operating Costs and Expenses
Corporate expense		(4,396	)		(5,704	)
Depreciation		(23,514	)		(32,383	)
Pre-opening expenses		(4,845	)		(19,107	)
Gain on sale of Grand Canal Shops		—			418,222

Operating income		94,686			577,383
Other Non-operating Costs and Expenses
Interest expense, net of amounts capitalized		(58,565	)		(65,291	)
Interest income		1,033			1,094
Other income (expense)		819			(9	)
Loss on early retirement of debt		—			(1,371	)

Net income	$	37,973		$	511,806

			Six Months Ended June 30,
			2003		2004
Capital Expenditures
	Casino Resort		$	158,961	$	68,479
	Expo Center			288		321
	Macao Casino			14,952		129,883
	Corporate (principally Phase II land and project costs)			—		37,410

		Total capital expenditures	$	174,201	$	236,093

		December 31, 2003		June 30, 2004
Total Assets
Casino Resort		$	1,492,863	$	1,880,309
Expo Center			85,141		87,345
Macao Casino			232,174		288,048
Corporate (principally Phase II land and project costs)			106,857		163,138

	Total consolidated assets	$	1,917,035	$	2,418,840

(1): Adjusted EBITDA is earnings before interest, taxes, depreciation, amortization, pre-opening expenses and gain on the sale of Grand Canal Shops. Adjusted EBITDA is used by management as the primary measure of operating performance of its properties and to compare the operating performance of its properties with those of its competitors.

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NOTE 7—SUBSEQUENT EVENTS

Stock Option Issuances

Debt Refinancing

Phase II Mall Construction Loan

On September 30, 2004 the Company entered into a new $250.0 million construction loan agreement (the "Phase II Mall Construction Loan"). The new loan agreement provides for delayed draw loans in an aggregate amount of $250.0 million. The proceeds of the Phase II Mall Construction Loan will be used to fund the financing, design, development and construction of the Phase II Mall. The loan agreement is secured by a first-priority security interest in substantially all of the Mall II subsidiaries assets, other than capital stock. The loan bears interest at LIBOR plus 1.75% with no interim amortization of principal and is due in 42 months. The Phase II Mall Construction Loan is expected to be repaid from the proceeds of the sale of the Phase II Mall as further described in Note 5.

Distributions

Immediately prior to the July 29, 2004 acquisition of Interface by LVSI as more fully described in Notes 1 and 4, Interface distributed approximately $15.3 million to its sole stockholder, who is also the Principal Stockholder of LVSI. The distribution was comprised of $12.9 million of cash, $1.9 million of receivables due from the sole stockholder and $.5 million of certain fixed and other assets.

NOTE 8—SUMMARIZED FINANCIAL INFORMATION

LVSI and Venetian are co-obligors of the Mortgage Notes and the indebtedness under the Senior Secured Credit Facility and are jointly and severally liable for such indebtedness. Mall Intermediate, Mall Construction, Lido Intermediate, Venetian Venture, Venetian Transport LLC, Venetian Marketing and Venetian Operating (collectively, the "Subsidiary Guarantors") are subsidiaries of LVSI. The Subsidiary Guarantors have jointly and severally guaranteed (or are co-obligors of) such debt on a full and unconditional basis. Until its sale to the Mall Purchaser on May 17, 2004, the Mall was owned by the Mall II Subsidiary, which was the borrower under the secured Mall facility (which was paid off from the Mall Sale proceeds). The Macao Casino is owned

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by Venetian Macao, which is the guarantor for the Venetian Macao Senior Secured Notes. Mall II Subsidiary (until sold) and Venetian Macao are non-guarantor unrestricted subsidiaries under the Mortgage Notes and the Senior Secured Credit Facility.

Separate financial statements and other disclosures concerning each of Venetian and the Subsidiary Guarantors are not presented below because management believes that they are not material to investors. The following information represents the summarized financial information of LVSI, Venetian, the Subsidiary Guarantors, and the non-guarantor subsidiaries on a combined basis as of December 31, 2003 and June 30, 2004, and for the six month periods ended June 30, 2003 and June 30, 2004. In addition, certain amounts in the 2003 information have been reclassified to conform with the 2004 presentation.

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CONDENSED BALANCE SHEETS
December 31, 2003

	Las Vegas Sands, Inc.		Venetian Casino Resort LLC			Other Guarantor Subsidiaries		Other Non- Guarantor Subsidiaries		Consolidating/ Eliminating Entries			Total
Cash and cash equivalents	$	73,049	$	29,549		$	5	$	50,190	$	—		$	152,793
Restricted cash and cash equivalents		—		2,121			—		53,534		—			55,655
Intercompany receivable		—		46,621			—		1,395		(48,016	)		—
Accounts receivable, net		28,772		22,592			—		2,833		—			54,197
Inventories		—		6,093			—		158		—			6,251
Prepaid expenses		687		1,886			—		1,270		—			3,843

Total current assets		102,508		108,862			5		109,380		(48,016	)		272,739
Property and equipment, net		4,687		1,101,726			—		378,257		—			1,484,670
Investment in subsidiaries		1,257,692		152,494			—		—		(1,410,186	)		—
Deferred offering costs, net		—		30,513			—		8,630		—			39,143
Restricted cash and cash equivalents		—		—			—		86,144		—			86,144
Redeemable Preferred Interest in the Venetian Casino Resort, LLC		—		—			—		238,328		(238,328	)		—
Other assets, net		3,922		18,894			—		11,523		—			34,339

	$	1,368,809	$	1,412,489		$	5	$	832,262	$	(1,696,530	)	$	1,917,035

Accounts payable	$	2,076	$	11,270		$	—	$	3,333	$	—		$	16,679
Construction payables		—		10,330			—		31,825		—			42,155
Construction payables-contested		—		7,232			—		—		—			7,232
Intercompany payables		16,526		—			—		31,490		(48,016	)		—
Accrued interest payable		—		3,896			—		913		—			4,809
Other accrued liabilities		29,116		62,454			—		19,542		—			111,112
Current maturities of long-term debt(1)		12,633		12,633			—		4,963		11,150			41,379

Total current liabilities		60,351		107,815			—		92,066		(36,866	)		223,366
Other long-term liabilities		—		883			—		5,562		—			6,445
Long-term debt(1)		1,146,350		1,146,350			—		402,549		(1,170,133	)		1,525,116

		1,206,701		1,255,048			—		500,177		(1,206,999	)		1,754,927
Redeemable Preferred Interest in Venetian Casino Resort, LLC a wholly owned subsidiary		—		238,328			—		—		(238,328	)

Stockholders' equity (deficit)		162,108		(80,887	)		5		332,085		(251,203	)		162,108

	$	1,368,809	$	1,412,489		$	5	$	832,262	$	(1,696,530	)	$	1,917,035

(1): As more fully described in Note 4 Long-Term Debt, LVSI and Venetian are co-obligors of certain of the Company's indebtedness. Accordingly, such indebtedness has been presented as an obligation of both entities in the above balance sheets.

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CONDENSED BALANCE SHEETS
June 30, 2004

	Las Vegas Sands, Inc.		Venetian Casino Resort LLC		Other Guarantor Subsidiaries		Other Non- Guarantor Subsidiaries		Consolidating/ Eliminating Entries			Total
Cash and cash equivalents	$	56,190	$	559,665	$	4	$	68,623	$	—		$	684,482
Restricted cash and cash equivalents		—		2,113		—		31,631		—			33,744
Intercompany receivable		—		124,771		—		4,229		(129,000	)		—
Accounts receivable, net		24,417		30,263		—		2,278		—			56,958
Inventories		—		5,630		—		720		—			6,350
Prepaid expenses		3,514		4,834		—		1,963		—			10,311

Total current assets		84,121		727,276		4		109,444		(129,000	)		791,845
Property and equipment, net		42,751		1,101,081		—		420,857		—			1,564,689
Investment in subsidiaries		1,705,145		174,099		5		—		(1,879,249	)		—
Deferred offering costs, net		—		27,676		—		5,798		—			33,474
Redeemable Preferred Interest in Venetian Casino Resort, LLC		—		—		—		252,628		(252,628	)		—
Other assets, net		5,518		17,953		—		5,361		—			28,832

	$	1,837,535	$	2,048,085	$	9	$	794,088	$	(2,260,877	)	$	2,418,840

Accounts payable	$	1,794	$	22,017	$	—	$	6,090	$	—		$	29,901
Construction payables		—		8,002		—		43,898		—			51,900
Construction payables-contested		—		7,232		—		—		—			7,232
Intercompany payables		104,862		—		2		24,136		(129,000	)		—
Accrued interest payable		—		4,266		—		735		—			5,001
Other accrued liabilities		17,991		59,373		—		41,746		—			119,110
Current maturities of long-term debt(1)		14,900		14,900		—		3,158		9,427			42,385

Total current liabilities		139,547		115,790		2		119,763		(119,573	)		255,529
Other long-term liabilities		—		6,179		—		1,138		—			7,317
Deferred gain on sale of Grand Canal Shops		—		73,325		—		—		—			73,325
Deferred rent from Grand Canal Shops transaction		—		107,841		—		—		—			107,841
Redeemable Preferred Interest in Venetian Casino Resort, LLC a wholly owned subsidiary		—		252,628		—		—		(252,628	)		—
Long-term debt(1)		1,132,540		1,132,540		—		301,167		(1,156,867	)		1,409,380

		1,272,087		1,688,303		2		422,068		(1,529,068	)		1,853,392
Stockholders' equity (deficit)		565,448		359,782		7		372,020		(731,809	)		565,448

	$	1,837,535	$	2,048,085	$	9	$	794,088	$	(2,260,877	)	$	2,418,840

(1): As more fully described in Note 4 Long-Term Debt, LVSI and Venetian are co-obligors of certain of the Company's indebtedness. Accordingly, such indebtedness has been presented as an obligation of both entities in the above balance sheets.

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CONDENSED STATEMENT OF OPERATIONS
For the six months ended June 30, 2003

		Las Vegas Sands, Inc.			Venetian Casino Resort LLC			Other Guarantor Subsidiaries		Other Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
	Casino	$	136,691		$	—		$	—	$	—		$	—		$	136,691
	Rooms		—			113,930			—		—			—			113,930
	Food and beverage		—			40,885			—		—			(1,637	)		39,248
	Casino rental revenue from LVSI		—			21,313			—		—			(21,313	)		—
	Retail and other		125			18,100			—		48,094			(1,194	)		65,125

	Total revenue		136,816			194,228			—		48,094			(24,144	)		354,994
Less promotional allowances			—			(2,382	)		—		—			(17,055	)		(19,437	)

Net revenues			136,816			191,846			—		48,094			(41,199	)		335,557

Operating expenses:
	Casino		94,925			—			—		—			(31,557	)		63,368
	Rooms		—			31,922			—		—			(2,840	)		29,082
	Food and beverage		—			22,964			—		—			(3,967	)		18,997
	Retail and other		—			9,806			—		18,505			(2,192	)		26,119
	Provision for doubtful accounts		4,156			600			—		—			—			4,756
	General and administrative		1,558			48,710			—		10,709			(250	)		60,727
	Corporate expense		2,528			2,261			—		—			(393	)		4,396
	Rental expense		363			3,422			—		1,282			—			5,067
	Pre-opening and developmental expense		—			1,126			—		3,719			—			4,845
	Depreciation and amortization		894			18,580			—		4,040			—			23,514

			104,424			139,391			—		38,255			(41,199	)		240,871

Operating income			32,392			52,455			—		9,839			—			94,686

Other income (expense):
	Interest income		241			414			—		378			—			1,033
	Interest expense, net of amounts capitalized		(52	)		(52,156	)		—		(6,357	)		—			(58,565	)
	Other income (loss)		—			886			—		(67	)		—			819
	Preferred return on Redeemable Preferred Interest in the Venetian Casino Resort, LLC		—			—			—		12,727			(12,727	)		—
	Income from equity investment Interface		15,376			—			—		—			(15,376	)		—
	Income from equity investment in Grand Canal Shops II		143			4,617			—		—			(4,760	)		—
	Income (loss) from equity investment in VCR and subsidiaries		2,600			(3,616	)		—		—			1,016			—

	Income before preferred return		50,700			2,600			—		16,520			(31,847	)		37,973
	Preferred return on Redeemable Preferred Interest in Venetian Casino Resort, LLC		(12,727	)		—			—		—			12,727			—

Net income		$	37,973		$	2,600		$	—	$	16,520		$	(19,120	)	$	37,973

F-77

CONDENSED STATEMENT OF OPERATIONS
For the six months ended June 30, 2004

		Las Vegas Sands, Inc.			Venetian Casino Resort LLC			Other Guarantor Subsidiaries			Other Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
	Casino	$	170,954		$	—		$	—		$	57,643		$	—		$	228,597
	Rooms		—			164,597			—			—			—			164,597
	Food and beverage		—			65,380			—			2,305			(2,004	)		65,681
	Casino rental revenues from LVSI		—			21,793			—			—			(21,793	)		—
	Retail and other		389			21,622			—			53,297			(1,819	)		73,489

Total revenues			171,343			273,392			—			113,245			(25,616	)		532,364
Less promotional allowances			—			(3,038	)		—			—			(23,483	)		(26,521	)

Net revenues			171,343			270,354			—			113,245			(49,099	)		505,843

Operating expenses:
	Casino		106,332			—			—			29,025			(36,821	)		98,536
	Rooms		—			42,570			—			—			(3,853	)		38,717
	Food and beverage		—			35,657			—			2,495			(5,321	)		32,831
	Retail and other		—			11,682			—			21,855			(2,262	)		31,275
	Provision for doubtful accounts		6,692			—			—			—			—			6,692
	General and administrative		2,509			59,363			1			15,316			(441	)		76,748
	Corporate expense		2,998			2,556			—			551			(401	)		5,704
	Rental expense		297			3,408			—			984			—			4,689
	Pre-opening and developmental expense		—			965			—			18,142			—			19,107
	Depreciation and amortization		1,087			25,841			—			5,455			—			32,383
	Gain on sale of Grand Canal Shops		—			(418,222	)		—			—			—			(418,222	)

			119,915			(236,180	)		1			93,823			(49,099	)		(71,540	)

Operating income (loss)			51,428			506,534			(1	)		19,422			—			577,383

Other income (expense):
	Interest income		192			716			—			2,318			(2,132	)		1,094
	Interest expense, net of amounts capitalized		(25	)		(56,386	)		—			(11,012	)		2,132			(65,291	)
	Preferred return on Redeemable Preferred Interest in Venetian Casino Resort, LLC		(14,300	)		—			—			14,300			—
	Other expense		—			—			—			(9	)		—			(9	)
	Loss on early retirement of debt		—			(224	)		—			(1,147	)		—			(1,371	)
	Income from equity investment in Interface		21,091			—			—			—			(21,091	)		—
	Income from equity investment in Grand Canal Shops II		103			3,338			—			—			(3,441	)		—
	Income (loss) from equity investment in VCR and subsidiaries		453,317			(661	)		—			—			(452,656	)		—

Net income (loss)		$	511,806		$	453,317		$	(1	)	$	23,872		$	(477,188	)	$	511,806

F-78

CONDENSED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2003

	Las Vegas Sands, Inc.			Venetian Casino Resort LLC			Other Guarantor Subsidiaries		Other Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries		Total
Net cash provided by operating activities	$	27,955		$	19,783		$	—	$	8,986		$	—	$	56,724

Cash flows from investing activities:
(Increase) decrease in restricted cash		—			57,364			—		(1,047	)		—		56,317
Notes receivable from stockholders		(826	)		—			—		(231	)		—		(1,057	)
Capital expenditures		(427	)		(152,336	)		—		(21,438	)		—		(174,201	)

Net cash used in investing activities		(1,253	)		(94,972	)		—		(22,716	)		—		(118,941	)

Cash flows from financing activities:
Proceeds from senior secured credit facility—term A		—			50,000			—		—			—		50,000
Repayments on senior secured credit facility—term B		—			(1,250	)		—		—			—		(1,250	)
Repayments on bank credit facility—revolver		—			(470	)		—		—			—		(470	)
Proceeds from bank credit facility—revolver		—			470			—		—			—		470
Repayment on Interface Nevada loan payable		—			—			—		(2,973	)		—		(2,973	)
Payments of deferred offering costs		—			(38	)		—		(202	)		—		(240	)
Net change in intercompany accounts		(21,475	)		20,277			—		1,198			—		—

Net cash provided by (used in) financing activities		(21,475	)		68,989			—		(1,977	)		—		45,537

Increase (decrease) in cash and cash equivalents		5,227			(6,200	)		—		(15,707	)		—		(16,680	)
Cash and cash equivalents at beginning of period		46,746			9,973			6		49,758			—		106,483

Cash and cash equivalents at end of period	$	51,973		$	3,773		$	6	$	34,051		$	—	$	89,803

F-79

CONDENSED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2004

	Las Vegas Sands, Inc.			Venetian Casino Resort LLC			Other Guarantor Subsidiaries			Other Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries			Total
Net cash provided by (used in) operating activities	$	41,903		$	54,380		$	(3	)	$	137,302		$	—		$	233,582

Cash flows from investing activities:
Proceeds from sale of Grand Canal Shops, net of transaction costs		—			649,568			—			—			—			649,568
Decrease in restricted cash		—			8			—			108,047			—			108,055
Notes receivable from stockholders		(15	)		—			—			(542	)		—			(557	)
Capital expenditures		(39,174	)		(28,358	)		—			(168,561	)		—			(236,093	)
Capital contributions to subsidiaries		—			(57,362	)		—						57,362

Net cash used in investing activities		(39,189	)		563,856			—			(61,056	)		57,362			520,973

Cash flows from financing activities:
Dividends paid to shareholders		(107,909	)		—			—			—			—			(107,909	)
Capital contribution from Venetian Casino Resort LLC		—			—			—			57,362			(57,362	)		—
Repayments on 11% mortgage notes		—			(6,360	)		—			—			—			(6,360	)
Repayments on secured mall facility		—			—			—			(120,000	)		—			(120,000	)
Repayments on senior secured credit facility—term A		—			(3,333	)		—			—			—			(3,333	)
Repayments on senior secured credit facility—term B		—			(1,250	)		—			—			—			(1,250	)
Proceeds from Macao revolver		—			—			—			10,000			—			10,000
Proceeds from Venetian Intermediate credit facility		—			—			—			10,000			—			10,000
Repayments on FF&E credit facility		—			(600	)		—			—			—			(600	)
Repayment on Interface Nevada loan payable		—			—			—			(3,187	)		—			(3,187	)
Payments of deferred offering costs		—			(37	)		—			(190	)		—			(227	)
Net change in intercompany accounts		88,336			(76,540	)		2			(11,798	)		—			—

Net cash provided by (used in) financing activities		(19,573	)		(88,120	)		2			(57,598	)		(57,362	)		(222,866	)

Increase (decrease) in cash and cash equivalents		(16,859	)		530,116			(1	)		18,433			—			531,689
Cash and cash equivalents at beginning of period		73,049			29,549			5			50,190			—			152,793

Cash and cash equivalents at end of period	$	56,190		$	559,665		$	4		$	68,623		$	—		$	684,482

F-80

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

TABLE OF CONTENTS

		Page
Prospectus Summary		1
Risk Factors		14
Disclosure Regarding Forward-Looking Statements		37
Industry and Market Data		38
Use of Proceeds		39
Dividend Policy		39
Capitalization		40
Dilution		43
Selected Historical Financial and Other Data		45
Unaudited Pro Forma Condensed Consolidated Financial Statements		48
Management's Discussion and Analysis of Financial Condition and Results of Operations		54
Business		80
Management		118
Principal Stockholders		135
Certain Relationships and Related Party Transactions		137
Agreements Relating to the Malls		145
Description of Indebtedness and Operating Agreements		148
Description of Capital Stock		160
Shares Eligible for Future Sale		164
Material U.S. Federal Tax Considerations for Non-U.S. Holders		166
Underwriting		170
Legal Matters		174
Experts		174
Where You Can Find More Information		174
Index to Consolidated Financial Statements		F-1

Through and including , 2004 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Las Vegas Sands Corp.

Common Stock

Goldman, Sachs & Co.

Part II
Information Not Required in Prospectus

Item 13. Other Expenses of Issuance and Distribution.

The following sets forth the estimated expenses and costs (other than underwriting discounts and commissions) expected to be incurred in connection with the issuance and distribution of the common stock registered hereby:

SEC registration fee		$	44,345
NASD fee		$	30,500
New York Stock Exchange listing fees			*
Printing and engraving expenses			*
Accounting fees and expenses			*
Legal fees and expenses			*
Blue Sky fees and expenses			*
Transfer agent fees and expenses			*
Miscellaneous			*

	TOTAL		*

*: To be provided by amendment.

Item 14. Indemnification of Directors and Officers.

Las Vegas Sands Corp. ("LVS" or the "Company") is a Nevada corporation. Section 78.7502 of Chapter 78 of the Nevada Revised statutes (referred to throughout this registration statement as the Nevada General Corporation Law, or the "NGCL") empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his conduct was unlawful. No indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom to be liable to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction determines that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

LVS's Articles of Incorporation, as amended and restated, provide in Article Seven that LVS shall indemnify its directors and officers to the fullest extent permitted by the laws of the State of Nevada.

LVS maintains a Directors' and Officers' Liability and Reimbursement Insurance Policy designed to reimburse LVS for any payments made by it pursuant to the foregoing indemnification.

II-1

Item 15. Recent Sales of Unregistered Securities.

The following relates to sale of securities that have occurred in the last three years that have not been registered under the Securities Act:

On June 4, 2002, Las Vegas Sands Opco and Venetian Casino Resort, LLC sold $850,000,000 aggregate principal amount of their 11% mortgage notes due 2010 (the "Mortgage Notes") to Goldman, Sachs & Co. and Scotia Capital (the "Mortgage Note Initial Purchasers") for 97% of the aggregate principal amount. The Mortgage Notes are guaranteed by certain of our domestic subsidiaries. These securities were issued in reliance on the exemption from registration pursuant to Section 4(2) of the Securities Act. The Mortgage Note Initial Purchasers subsequently resold the Mortgage Notes at 100% of their aggregate principal amount to qualified institutional buyers and non-U.S. persons pursuant to Rule 144A and Regulation S under the Securities Act.

In 2002, options to purchase 55,400 shares of common stock of Las Vegas Sands Opco with an exercise price of $271.04 per share were granted under the 1997 Plan and options to purchase 49,900 shares were exercised. In 2003, options to purchase 5,000 shares of common stock of Las Vegas Sands Opco with an exercise price of $271.04 per share were granted under the 1997 Plan and options to purchase 7,500 shares were exercised. In 2004, options to purchase 11,474 shares of common stock of Las Vegas Sands Opco with an exercise price of $1,500 per share were granted under the 1997 Plan and options to purchase 7,559 shares were exercised. These options were granted and the shares issued in reliance on the exemptions from registration pursuant to Rule 701 and section 4(2) under the Securities Act. No stock options were granted in 2001.

On August 21, 2003, a wholly owned subsidiary of Venetian Macau S.A., Venetian Macau Finance Company, sold $120.0 million in aggregate principal amount of floating rate senior secured notes due August 2008 (the "Venetian Macau Senior Secured Notes") to Goldman Sachs (Asia) L.L.C., Banco National Ultramarino, S.A. and Banco Commercial de Macau S.A (the "Venetian Macau Senior Secured Note Initial Purchasers"). The Venetian Macau Senior Secured Note Initial Purchasers received a commission equal to 2.25% of the purchase price. These senior secured notes are guaranteed by Venetian Macau S.A. These securities were issued in reliance on the exemption from registration pursuant to Section 4(2) of the Securities Act. The Venetian Macau Senior Secured Note Initial Purchasers subsequently resold the Venetian Macau Senior Secured Notes to non-U.S. persons pursuant to Regulation S under the Securities Act.

On July 29, 2004, Las Vegas Sands Opco issued Mr. Adelson 220,370 shares of its common stock as consideration for his sale to it of all of the capital stock of Interface Group Holding, Inc. These securities were issued in reliance on the exemption from registration pursuant to Section 4(2) of the Securities Act.

Prior to this offering, Las Vegas Sands Opco will merge with and into our subsidiary, Las Vegas Sands Mergerco, Inc. with Las Vegas Sands Opco surviving as our operating subsidiary. In this merger, holders of Las Vegas Sands Opco will receive an aggregate of shares of our common stock and we will receive all of the outstanding shares of common stock of Las Vegas Sands Opco. Each holder will receive shares of our common stock in exchange for each share of Las Vegas Sands Opco common stock. Options to purchase an aggregate of shares of common stock of Las Vegas Sands Opco will be converted into options to purchase shares of our common stock. These shares and options will be issued in reliance on the exemption from registration pursuant to Section 4(2) of the Securities Act. Our 14 current stockholders are officers, directors, former senior officers and trusts for the benefit of such persons and their families and are all accredited or sophisticated investors. Appropriate legends will be affixed to the share certificates and other instruments issued in such transactions. All recipients either will receive adequate information about us or have access, through employment or other relationships, to such information.

II-2

Item 16. Exhibits

Exhibit Number		Description
1.1**		Form of Underwriting Agreement.
1.2**		Form of Agreement and Plan of Merger to be entered into by and among Las Vegas Sands Corp., Las Vegas Sands Opco and Las Vegas Sands Mergerco, Inc.
3.1**		Form of Restated Articles of Incorporation of Las Vegas Sands Corp.
3.2**		Form of Amended and Restated By-laws of Las Vegas Sands Corp.
4.1**		Form of Specimen Common Stock Certificate of Las Vegas Sands Corp.
4.2		Indenture, dated as of June 4, 2002, by and among Las Vegas Sands Opco and Venetian Casino Resort, LLC, as issuers, Mall Intermediate Holding Company, LLC, Grand Canal Shops Mall Construction, LLC, Lido Intermediate Holding Company, LLC, Venetian Casino Resort Athens, LLC, Venetian Venture Development, LLC, Venetian Operating Company, LLC and Venetian Marketing, Inc. (as "Subsidiary Guarantors") and U.S. Bank National Association, as trustee (the "Trustee") (incorporated by reference from Exhibit 4.1 to Las Vegas Sand Opco's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
4.3***		First Supplemental Indenture, dated as of August 20, 2004, by and among Las Vegas Sands Opco and Venetian Casino Resort, LLC as issuers, the Subsidiary Guarantors, Yona Venetian, LLC, and Interface Employee Leasing, LLC as additional Subsidiary Guarantors, and the Trustee.
4.4***		Amended and Restated Security Agreement, dated as of August 20, 2004, by and among Las Vegas Sands Opco, Venetian Casino Resort, LLC, the Subsidiary Guarantors and The Bank of Nova Scotia, as Intercreditor Agent.
4.5		Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of June 4, 2002, made by Venetian Casino Resort, LLC and Las Vegas Sands Opco, jointly and severally as trustor, to First American Title Insurance Company, as trustee, for the Trustee, as beneficiary (incorporated by reference from Exhibit 4.4 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
4.6***		Amendment to Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, effective August 20, 2004, by Las Vegas Sands Opco and Venetian Casino Resort, LLC as trustors to First American Title Insurance Company, as trustee, for the benefit of the Trustee.
4.7***		Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, effective as of May 6, 2004, made by Las Vegas Sands Opco, as trustor, to First American Title Insurance Company, as trustee, for the benefit of the Trustee.
4.8***		Amended and Restated Intercreditor Agreement, dated as of August 20, 2004, by and among The Bank of Nova Scotia, as Bank Agent and Intercreditor Agent, and U.S. Bank National Association, as Trustee.
4.9		Unsecured Indemnity Agreement, dated as of June 4, 2002, by and among Las Vegas Sands Opco and Venetian Casino Resort, LLC, to and for the benefit of U.S. Bank National Association, and the Indemnified Parties defined therein (incorporated by reference from Exhibit 4.6 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).

II-3

4.10***		Amendment No. 1 to Unsecured Indemnity Agreement, dated as of August 20, 2004, by and among Las Vegas Sands Opco and Venetian Casino Resort, LLC, to and for the benefit of U.S. Bank National Association, as Trustee.
4.11***		Holding Account Agreement, dated as of August 20, 2004, by and among Las Vegas Sands Opco, Venetian Casino Resort, LLC and the Bank of Nova Scotia as Intercreditor Agent and securities intermediary.
4.12***		Grant of Security Interest in United States Trademarks, dated as of August 20, 2004, from Las Vegas Sands Opco in favor of The Bank of Nova Scotia as Intercreditor Agent.
4.13***		Grant of Security Interest in United States Trademarks, dated as of August 20, 2004, from Venetian Casino Resort, LLC in favor of The Bank of Nova Scotia as Intercreditor Agent.
4.14***		Letter regarding certain debt instruments.
5.1**		Legality Opinion of Lionel Sawyer & Collins.
8.1*		Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, regarding certain tax matters.
10.1***		Credit Agreement, dated as of August 20, 2004, by and among Las Vegas Sands Opco and Venetian Casino Resort, LLC as borrowers, the lenders party thereto, Goldman Sachs Credit Partners, L.P., as syndication agent, sole lead arranger and sole bookrunner, The Bank of Nova Scotia, as administrative agent, and Wells Fargo Foothill, Inc., CIT Group/Equipment Financing, Inc. and Commerzbank AG as documentation agents (the "Bank Agreement").
10.2***		Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of August 20, 2004, made by Venetian Casino Resort, LLC and Las Vegas Sands Opco, jointly and severally as trustor, to First American Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia (as administrative agent), as beneficiary.
10.3***		Subsidiary Guaranty, dated as of August 20, 2004, by the Subsidiary Guarantors for the benefit of The Bank of Nova Scotia, as Administrative Agent.
10.4*		Environmental Indemnity Agreement, dated as of August 20, 2004, by and among Las Vegas Sands Opco and Venetian Casino Resort, LLC, to and for the benefit of The Bank of Nova Scotia, as Administrative Agent for itself and for the other lenders under the Bank Agreement.
10.5		Indemnity Agreement, dated as of August 25, 2000, by and among Las Vegas Sands Opco, Venetian Casino Resort, LLC, Grand Canal Shops Mall Subsidiary, LLC, Grand Canal Shops Mall Construction, LLC, Grand Canal Shops Mall, LLC, Interface Group Holding Company, and American Insurance Companies (of which American Home Assurance Company is a member company) (incorporated by reference from Exhibit 10.8 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
10.6		Energy Services Agreement, dated as of November 14, 1997, by and between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.3 to Las Vegas Sands Opco's Registration Statement on Form S-4 (File No. 333-42147)).

II-4

10.7		Energy Services Agreement Amendment No. 1, dated as of July 1, 1999, by and between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.4 to Las Vegas Sands Opco's Annual Report on Form 10-K for the year ended December 31, 1999).
10.8*		Energy Services Agreement, dated as of November 14, 1997, by and between Atlantic-Pacific Las Vegas, LLC and Interface Group-Nevada, Inc.
10.9*		Energy Services Agreement Amendment No. 1, dated as of July 1, 1999, by and between Atlantic-Pacific Las Vegas, LLC and Interface Group-Nevada, Inc.
10.10		Ground Lease, dated November 14, 1997, between Venetian Casino Resort, LLC and Atlantic Pacific Las Vegas, LLC (incorporated by reference from Exhibit 10.10 to Las Vegas Sands Opco's Registration Statement on Form S-4 (File No. 333-42147)).
10.11		Construction Management Agreement, dated as of February 15, 1997, between Las Vegas Sands Opco, as owner, and Lehrer McGovern Bovis, Inc (incorporated by reference from Exhibit 10.5 to Las Vegas Sands Opco's Registration Statement on Form S-4 (File No. 333-42147)).
10.12		Assignment, Assumption and Amendment of Construction Management Agreement, dated as of November 14, 1997, by and among Las Vegas Sands Opco, Venetian Casino Resort, LLC and Lehrer McGovern Bovis, Inc. (incorporated by reference from Exhibit 10.6 to Las Vegas Sands Opco's Registration Statement on Form S-4 (File No. 333-42147)).
10.13		Guaranteed Maximum Price Amendment to Construction Management Agreement, dated as of June 17, 1998 (effective September 9, 1998), between Lehrer McGovern Bovis, Inc. and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.1 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998).
10.14		Guaranty of Performance, dated as of August 19, 1997, by Peninsular and Steam Navigation Company in favor of Las Vegas Sands Opco, as assigned by Las Vegas Sands Opco to Venetian Casino Resort, LLC by that certain Assignment, Assumption and Amendment of Contracts (incorporated by reference from Exhibit 10.24 to Las Vegas Sands Opco's Registration Statement on Form S-4 (File No. 333-42147)).
10.15		Guaranty of Performance and Completion, dated as of August 19, 1997, by Bovis, Inc., in favor of Las Vegas Sands Opco (incorporated by reference from Exhibit 10.25 to Las Vegas Sands Opco's Registration Statement on Form S-4 (File No. 333-42147)).
10.16		Primary Liquidated Damages Insurance Agreement, dated as of August 4, 1997, by and between the Construction Manager and C.J. Coleman Companies, Ltd. (incorporated by reference from Exhibit 10.23 to Las Vegas Sands Opco's Registration Statement on Form S-4 (File No. 333-42147)).
10.17		Amended and Restated Services Agreement, dated as of November 14, 1997, by and among Las Vegas Sands Opco's, Venetian Casino Resort, LLC, Interface Group Holding Company, Inc., Interface Group-Nevada, Inc., Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc. and certain subsidiaries of Venetian Casino Resort, LLC named therein (incorporated by reference from Exhibit 10.15 to Amendment No. 1 to Las Vegas Sands Opco's Registration Statement on Form S-4 (File No. 333-42147)).

II-5

10.18		Construction Agency Agreement, dated as of November 14, 1997, by and between Venetian Casino Resort, LLC and Atlantic Pacific Las Vegas, LLC (incorporated by reference from Exhibit 10.21 to Las Vegas Sands Opco's Registration Statement on Form S-4 (File No. 333-42147)).
10.19		Sands Resort Hotel and Casino Agreement, dated as of February 18, 1997, by and between Clark County and Las Vegas Sands Opco (incorporated by reference from Exhibit 10.27 to Las Vegas Sands Opco's Registration Statement on Form S-4 (File No. 333-42147)).
10.20*		Addendum to Sands Resort Hotel & Casino Agreement, dated as of September 16, 1997, by and between Clark County and Las Vegas Sands Opco
10.21*		Improvement Phasing Agreement by and between Clark County and Lido Casino Resort, LLC.
10.22		Amended and Restated Las Vegas Sands Opco 1997 Fixed Stock Option Plan (the "1997 Stock Option Plan") (incorporated by reference from Exhibit 10.10 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
10.23		First Amendment to the 1997 Stock Option Plan, dated June 4, 2002 (incorporated by reference from Exhibit 10.11 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
10.24		Assumption Agreement, dated as of January 2, 2002, by Sheldon G. Adelson with respect to the 1997 Stock Option Plan (incorporated by reference from Exhibit 10.5 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).
10.25***		Assumption Agreement, dated as of July 15, 2004, by Las Vegas Sands Opco with respect to the 1997 Stock Option Plan.
10.26		Amended and Restated Employment Agreement, dated as of January 1, 2002, by and between Las Vegas Sands Opco and William P. Weidner (incorporated by reference from Exhibit 10.12 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
10.27**		Form of Amended and Restated Employment Agreement to be entered into by and among Las Vegas Sands Corp., Las Vegas Sands Opco and William P. Weidner.
10.28		Stock Option Agreement, dated as of January 2, 2002, by and among Las Vegas Sands Opco, Sheldon G. Adelson and William P. Weidner (incorporated by reference from Exhibit 10.1 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).
10.29		Amended and Restated Employment Agreement, dated as of January 1, 2002, by and between Las Vegas Sands Opco and Bradley H. Stone (incorporated by reference from Exhibit 10.13 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
10.30**		Form of Amended and Restated Employment Agreement to be entered into by and among Las Vegas Sands Corp., Las Vegas Sands Opco and Bradley H. Stone.
10.31		Stock Option Agreement, dated as of January 2, 2002, by and among Las Vegas Sands Opco, Sheldon G. Adelson and Bradley H. Stone (incorporated by reference from Exhibit 10.2 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).

II-6

10.32		Amended and Restated Employment Agreement, dated as of January 1, 2002, by and between Las Vegas Sands Opco and Robert G. Goldstein (incorporated by reference from Exhibit 10.14 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
10.33**		Form of Amended and Restated Employment Agreement to be entered into by and among Las Vegas Sands Corp., Las Vegas Sands Opco and Robert G. Goldstein.
10.34		Stock Option Agreement, dated as of January 2, 2002, by and among Las Vegas Sands Opco, Sheldon G. Adelson and Robert G. Goldstein (incorporated by reference from Exhibit 10.3 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).
10.35		Stock Option Agreement, dated as of January 2, 2002, by and among Las Vegas Sands Opco, Sheldon G. Adelson and David Friedman (incorporated by reference from Exhibit 10.4 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).
10.36**		Form of Employee Agreement to be entered into by and among Las Vegas Sands Corp., Las Vegas Sands Opco and Sheldon G. Adelson.
10.37		Catastrophic Equity Protection Insurance Agreement, dated as of June 28, 2000, by and among American Home Assurance Company, Las Vegas Sands Opco and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.15 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
10.38		Concession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macau Special Administrative Region, June 26, 2002, by and among the Macau Special Administrative Region and Galaxy Casino Company Limited (incorporated by reference from Exhibit 10.40 to Las Vegas Sands Opco's Form 10-K for the year ended December 31, 2002).
10.39*		Land concession, dated as of December 10, 2003, issued by the Macau Special Administrative Region to Venetian Macau, S.A.
10.40		Purchase Agreement, dated April 12, 2004, by and among Grand Canal Shops Mall Subsidiary, LLC, Grand Canal Shops Mall MM Subsidiary, Inc. and GGP Limited Partnership (incorporated by reference from Exhibit 10.1 to Las Vegas Sands Opco's Form 8-K filed on April 16, 2004).
10.41		Agreement, made as of April 12, 2004, by and between Lido Casino Resort, LLC and GGP Limited Partnership (incorporated by reference from Exhibit 10.2 to Las Vegas Sands Opco's Form 8-K filed on April 16, 2004).
10.42***		Second Amended and Restated Reciprocal Easement, Use and Operating Agreement, dated as of May 17, 2004, by and among Venetian Casino Resort, LLC, Interface Group-Nevada, Inc., Grand Canal Shops II, LLC and Lido Casino Resort, LLC.
10.43***		First Amendment to Second Amended and Restated Reciprocal Easement, Use and Operating Agreement, dated as of July 30, 2004, by and among Venetian Casino Resort, LLC, Interface Group-Nevada, Inc., Grand Canal Shops II, LLC and Lido Casino Resort, LLC.

II-7

10.44**		Form of Registration Rights Agreement, to be entered into by and among Las Vegas Sands Corp., Sheldon D. Adelson, the Sheldon G. Adelson 2002 Two Year LVSI Annuity Trust, the Sheldon G. Adelson 2002 Four Year LVSI Annuity Trust, the Sheldon G. Adelson 2004 Two Year LVSI Annuity Trust, William P. Weidner, Bradley H. Stone and Robert G. Goldstein.
10.45**		Form of Las Vegas Sands Corp. 2004 Equity Incentive Plan.
10.46**		Form of Las Vegas Sands Inc. Executive Cash Incentive Plan.
10.47***		Agreement, dated as of July 8, 2004, by and between Sheldon G. Adelson and Las Vegas Sands Opco.
10.48*		Aircraft Time Sharing Agreement, dated as of June 18, 2004, by and between Interface Operations LLC and Las Vegas Sands Opco.
10.49*		Venetian Hotel Service Agreement, dated as of June 28, 2001, by and between Venetian Casino Resort, LLC and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention Center.
10.50***		First Amendment to Venetian Hotel Service Agreement, dated as of June 28, 2004, by and between Venetian Casino Resort, LLC and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention Center.
10.51**		Form of Employee Agreement to be entered into by and among Las Vegas Sands Corp., Las Vegas Sands Opco and Scott D. Henry.
10.52**		Form of Assignment and Assumption Agreement, by and among Las Vegas Sands Opco, Venetian Casino Resort, LLC, Interface Group Holding Company, Inc., Interface Group-Nevada, Inc., Interface Operations LLC, Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc. and certain subsidiaries of Venetian Casino Resort, LLC named therein.
10.53		Construction Loan Agreement, dated September 30, 2004, by and among Phase II Mall Holding, LLC and Phase II Mall Subsidiary, LLC, as borrowers, the lenders party thereto, The Bank Of Nova Scotia, as the Sole Lead Arranger and the Sole Bookrunner, and Sumitomo Mitsui Banking Corporation, as the Syndication Agent (incorporated by reference from Exhibit 4.1 to Las Vegas Sands Opco's Form 8-K filed on October 20, 2004).
10.54*		Deed Of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of September 30, 2004, made by Phase II Mall Holding, LLC and Phase II Mall Subsidiary, LLC jointly and severally as trustor, to First American Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as Administrative Agent, as beneficiary.
10.55*		Security Agreement, dated as of September 30, 2004, by and among Phase II Mall Holding, LLC, Phase II Mall Subsidiary, LLC, and each subsidiary from time to time party thereto, and The Bank of Nova Scotia, in its capacity as Administrative Agent for and on behalf of each Secured Party.
10.56*		Master Disbursement Agreement, dated as of September 30, 2004, among Lido Casino Resort, LLC, Phase II Mall Holding, LLC, Phase II Mall Subsidiary, LLC, The Bank of Nova Scotia, as the Bank Agent, The Bank of Nova Scotia, as the Phase II Mall Agent, Goldman Sachs Credit Partners L.P., as the Bank Arranger and The Bank of Nova Scotia, as the Disbursement Agent.

II-8

10.57*		Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of September 30, 2004, made by Lido Casino Resort, LLC, as trustor, to First American Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as Administrative Agent, as beneficiary.
10.58*		Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated September 30, 2004, made by Lido Casino Resort, LLC, as trustor, to First American Title Insurance Company, as trustee, for the benefit of U.S. Bank National Association, in its capacity as the Mortgage Notes Indenture Trustee, as beneficiary.
10.59*		Environmental Indemnity Agreement, dated as of September 30, 2004, by and among Phase II Mall Holding, LLC, Phase II Mall Subsidiary, LLC, Las Vegas Sands, Inc., Lido Casino Resort, LLC and Venetian Casino Resort, LLC to and for the benefit of The Bank of Nova Scotia as administrative agent for itself and the other agents and lenders under the Construction Loan Agreement.
10.60*		Assignment and Assumption of Agreement and First Amendment to Agreement, dated September 30, 2004, made by Lido Casino Resort, LLC, as assignor, to Phase II Mall Holding, LLC, as assignee, and to GGP Limited Partnership, as buyer.
10.61**		Form of Tax Indemnification Agreement to be entered into by and among Las Vegas Sands Corp., Las Vegas Sands, Inc. and the stockholders named therein.
10.62**		Form of Supplemental Executive Retirement Plan.
10.63**		Form of Deferred Compensation Plan.
21.1***		Subsidiaries of Las Vegas Sands, Corp.
23.1**		Consent of Lionel Sawyer & Collins (included in Exhibit 5.1).
23.2*		Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 8.1).
23.3*		Consent of PricewaterhouseCoopers LLP.
24.1***		Power of Attorney (included on signature pages hereto).

*: Filed herewith.
**: To be filed by amendment.
***: Previously filed.

Item 17. Undertakings

(a): Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-9

(b)

The undersigned registrant hereby undertakes that:

(1): For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2): For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on October 22, 2004.

		LAS VEGAS SANDS CORP.
		By:	* Name: Sheldon G. Adelson Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities indicated on October 22, 2004.

Signature		Title

* Sheldon G. Adelson		Chairman of the Board, Chief Executive Officer and Treasurer (principal executive officer)
* William P. Weidner		President, Chief Operating Officer and Director
/s/ SCOTT D. HENRY Scott D. Henry		Senior Vice President and Chief Financial Officer
/s/ HARRY D. MILTENBERGER Harry D. Miltenberger		Chief Accounting Officer, Vice President—Finance and Secretary
* Charles D. Forman		Director
* Michael A. Leven		Director
* James L. Purcell		Director


*By:	/s/ HARRY D. MILTENBERGER Harry D. Miltenberger, Attorney-in-fact

II-11

Financial Statement Schedule:
Report of Independent Registered Public Accounting Firm on Financial Statement Schedule		S-1
Schedule II—Valuation and Qualifying Accounts		S-2

The financial information included in the financial statement schedule should be read in conjunction with the consolidated financial statements. All other financial statement schedules have been omitted because they are not applicable or the required information is included in the consolidated financial statements or the notes thereto.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of
Las Vegas Sands, Inc.

Our audits of the consolidated financial statements referred to in our report dated January 30, 2004, except for Note 14—Segment Information, as to which the date is August 16, 2004 and except for the acquisition of Interface Group Holding Company, Inc., as to which the date is October 5, 2004, appearing in this Registration Statement on Form S-1 also included an audit of the accompanying financial statement schedule. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

Las Vegas, Nevada
January 30, 2004, except for the acquisition of
Interface Group Holding Company, Inc., as to
which the date is October 5, 2004

S-1

					Additions		Deductions
Description			Balance at beginning of period		Charge to costs and expenses		Accounts charged off (recovered)			Balance at end of period
Allowance for doubtful accounts and discounts:
	Year ended December 31:
		2001	$	23,202	$	20,198	$	(19,295	)	$	24,105

		2002	$	24,105	$	21,393	$	(18,556	)	$	26,942

		2003	$	26,942	$	8,084	$	(4,873	)	$	30,153

S-2

Exhibit Index

Exhibit Number		Description
1.1**		Form of Underwriting Agreement.
1.2**		Form of Agreement and Plan of Merger to be entered into by and among Las Vegas Sands Corp., Las Vegas Sands Opco and Las Vegas Sands Mergerco, Inc.
3.1**		Form of Restated Articles of Incorporation of Las Vegas Sands Corp.
3.2**		Form of Amended and Restated By-laws of Las Vegas Sands Corp.
4.1**		Form of Specimen Common Stock Certificate of Las Vegas Sands Corp.
4.2		Indenture, dated as of June 4, 2002, by and among Las Vegas Sands Opco and Venetian Casino Resort, LLC, as issuers, Mall Intermediate Holding Company, LLC, Grand Canal Shops Mall Construction, LLC, Lido Intermediate Holding Company, LLC, Venetian Casino Resort Athens, LLC, Venetian Venture Development, LLC, Venetian Operating Company, LLC and Venetian Marketing, Inc. (as "Subsidiary Guarantors") and U.S. Bank National Association, as trustee (the "Trustee") (incorporated by reference from Exhibit 4.1 to Las Vegas Sand Opco's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
4.3***		First Supplemental Indenture, dated as of August 20, 2004, by and among Las Vegas Sands Opco and Venetian Casino Resort, LLC as issuers, the Subsidiary Guarantors, Yona Venetian, LLC, and Interface Employee Leasing, LLC as additional Subsidiary Guarantors, and the Trustee.
4.4***		Amended and Restated Security Agreement, dated as of August 20, 2004, by and among Las Vegas Sands Opco, Venetian Casino Resort, LLC, the Subsidiary Guarantors and The Bank of Nova Scotia, as Intercreditor Agent.
4.5		Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of June 4, 2002, made by Venetian Casino Resort, LLC and Las Vegas Sands Opco, jointly and severally as trustor, to First American Title Insurance Company, as trustee, for the Trustee, as beneficiary (incorporated by reference from Exhibit 4.4 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
4.6***		Amendment to Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, effective August 20, 2004, by Las Vegas Sands Opco and Venetian Casino Resort, LLC as trustors to First American Title Insurance Company, as trustee, for the benefit of the Trustee.
4.7***		Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, effective as of May 6, 2004, made by Las Vegas Sands Opco, as trustor, to First American Title Insurance Company, as trustee, for the benefit of the Trustee.
4.8***		Amended and Restated Intercreditor Agreement, dated as of August 20, 2004, by and among The Bank of Nova Scotia, as Bank Agent and Intercreditor Agent, and U.S. Bank National Association, as Trustee.
4.9		Unsecured Indemnity Agreement, dated as of June 4, 2002, by and among Las Vegas Sands Opco and Venetian Casino Resort, LLC, to and for the benefit of U.S. Bank National Association, and the Indemnified Parties defined therein (incorporated by reference from Exhibit 4.6 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).

4.10***		Amendment No. 1 to Unsecured Indemnity Agreement, dated as of August 20, 2004, by and among Las Vegas Sands Opco and Venetian Casino Resort, LLC, to and for the benefit of U.S. Bank National Association, as Trustee.
4.11***		Holding Account Agreement, dated as of August 20, 2004, by and among Las Vegas Sands Opco, Venetian Casino Resort, LLC and the Bank of Nova Scotia as Intercreditor Agent and securities intermediary.
4.12***		Grant of Security Interest in United States Trademarks, dated as of August 20, 2004, from Las Vegas Sands Opco in favor of The Bank of Nova Scotia as Intercreditor Agent.
4.13***		Grant of Security Interest in United States Trademarks, dated as of August 20, 2004, from Venetian Casino Resort, LLC in favor of The Bank of Nova Scotia as Intercreditor Agent.
4.14***		Letter regarding certain debt instruments.
5.1**		Legality Opinion of Lionel Sawyer & Collins.
8.1*		Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, regarding certain tax matters.
10.1***		Credit Agreement, dated as of August 20, 2004, by and among Las Vegas Sands Opco and Venetian Casino Resort, LLC as borrowers, the lenders party thereto, Goldman Sachs Credit Partners, L.P., as syndication agent, sole lead arranger and sole bookrunner, The Bank of Nova Scotia, as administrative agent, and Wells Fargo Foothill, Inc., CIT Group/Equipment Financing, Inc. and Commerzbank AG as documentation agents (the "Bank Agreement").
10.2***		Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of August 20, 2004, made by Venetian Casino Resort, LLC and Las Vegas Sands Opco, jointly and severally as trustor, to First American Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia (as administrative agent), as beneficiary.
10.3***		Subsidiary Guaranty, dated as of August 20, 2004, by the Subsidiary Guarantors for the benefit of The Bank of Nova Scotia, as Administrative Agent.
10.4*		Environmental Indemnity Agreement, dated as of August 20, 2004, by and among Las Vegas Sands Opco and Venetian Casino Resort, LLC, to and for the benefit of The Bank of Nova Scotia, as Administrative Agent for itself and for the other lenders under the Bank Agreement.
10.5		Indemnity Agreement, dated as of August 25, 2000, by and among Las Vegas Sands Opco, Venetian Casino Resort, LLC, Grand Canal Shops Mall Subsidiary, LLC, Grand Canal Shops Mall Construction, LLC, Grand Canal Shops Mall, LLC, Interface Group Holding Company, and American Insurance Companies (of which American Home Assurance Company is a member company) (incorporated by reference from Exhibit 10.8 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
10.6		Energy Services Agreement, dated as of November 14, 1997, by and between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.3 to Las Vegas Sands Opco's Registration Statement on Form S-4 (File No. 333-42147)).
10.7		Energy Services Agreement Amendment No. 1, dated as of July 1, 1999, by and between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.4 to Las Vegas Sands Opco's Annual Report on Form 10-K for the year ended December 31, 1999).

10.8*		Energy Services Agreement, dated as of November 14, 1997, by and between Atlantic-Pacific Las Vegas, LLC and Interface Group-Nevada, Inc.
10.9*		Energy Services Agreement Amendment No. 1, dated as of July 1, 1999, by and between Atlantic-Pacific Las Vegas, LLC and Interface Group-Nevada, Inc.
10.10		Ground Lease, dated November 14, 1997, between Venetian Casino Resort, LLC and Atlantic Pacific Las Vegas, LLC (incorporated by reference from Exhibit 10.10 to Las Vegas Sands Opco's Registration Statement on Form S-4 (File No. 333-42147) ).
10.11		Construction Management Agreement, dated as of February 15, 1997, between Las Vegas Sands Opco, as owner, and Lehrer McGovern Bovis, Inc (incorporated by reference from Exhibit 10.5 to Las Vegas Sands Opco's Registration Statement on Form S-4 (File No. 333-42147)).
10.12		Assignment, Assumption and Amendment of Construction Management Agreement, dated as of November 14, 1997, by and among Las Vegas Sands Opco, Venetian Casino Resort, LLC and Lehrer McGovern Bovis, Inc. (incorporated by reference from Exhibit 10.6 to Las Vegas Sands Opco's Registration Statement on Form S-4 (File No. 333-42147)).
10.13		Guaranteed Maximum Price Amendment to Construction Management Agreement, dated as of June 17, 1998 (effective September 9, 1998), between Lehrer McGovern Bovis, Inc. and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.1 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998).
10.14		Guaranty of Performance, dated as of August 19, 1997, by Peninsular and Steam Navigation Company in favor of Las Vegas Sands Opco, as assigned by Las Vegas Sands Opco to Venetian Casino Resort, LLC by that certain Assignment, Assumption and Amendment of Contracts (incorporated by reference from Exhibit 10.24 to Las Vegas Sands Opco's Registration Statement on Form S-4 (File No. 333-42147)).
10.15		Guaranty of Performance and Completion, dated as of August 19, 1997, by Bovis, Inc., in favor of Las Vegas Sands Opco (incorporated by reference from Exhibit 10.25 to Las Vegas Sands Opco's Registration Statement on Form S-4 (File No. 333-42147) ).
10.16		Primary Liquidated Damages Insurance Agreement, dated as of August 4, 1997, by and between the Construction Manager and C.J. Coleman Companies, Ltd. (incorporated by reference from Exhibit 10.23 to Las Vegas Sands Opco's Registration Statement on Form S-4 (File No. 333-42147)).
10.17		Amended and Restated Services Agreement, dated as of November 14, 1997, by and among Las Vegas Sands Opco's, Venetian Casino Resort, LLC, Interface Group Holding Company, Inc., Interface Group-Nevada, Inc., Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc. and certain subsidiaries of Venetian Casino Resort, LLC named therein (incorporated by reference from Exhibit 10.15 to Amendment No. 1 to Las Vegas Sands Opco's Registration Statement on Form S-4 (File No. 333-42147)).
10.18		Construction Agency Agreement, dated as of November 14, 1997, by and between Venetian Casino Resort, LLC and Atlantic Pacific Las Vegas, LLC (incorporated by reference from Exhibit 10.21 to Las Vegas Sands Opco's Registration Statement on Form S-4 (File No. 333-42147)).

10.19		Sands Resort Hotel and Casino Agreement, dated as of February 18, 1997, by and between Clark County and Las Vegas Sands Opco (incorporated by reference from Exhibit 10.27 to Las Vegas Sands Opco's Registration Statement on Form S-4 (File No. 333-42147)).
10.20*		Addendum to Sands Resort Hotel & Casino Agreement, dated as of September 16, 1997, by and between Clark County and Las Vegas Sands Opco
10.21*		Improvement Phasing Agreement by and between Clark County and Lido Casino Resort, LLC.
10.22		Amended and Restated Las Vegas Sands Opco 1997 Fixed Stock Option Plan (the "1997 Stock Option Plan") (incorporated by reference from Exhibit 10.10 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
10.23		First Amendment to the 1997 Stock Option Plan, dated June 4, 2002 (incorporated by reference from Exhibit 10.11 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
10.24		Assumption Agreement, dated as of January 2, 2002, by Sheldon G. Adelson with respect to the 1997 Stock Option Plan (incorporated by reference from Exhibit 10.5 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).
10.25***		Assumption Agreement, dated as of July 15, 2004, by Las Vegas Sands Opco with respect to the 1997 Stock Option Plan.
10.26		Amended and Restated Employment Agreement, dated as of January 1, 2002, by and between Las Vegas Sands Opco and William P. Weidner (incorporated by reference from Exhibit 10.12 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
10.27**		Form of Amended and Restated Employment Agreement to be entered into by and among Las Vegas Sands Corp., Las Vegas Sands Opco and William P. Weidner.
10.28		Stock Option Agreement, dated as of January 2, 2002, by and among Las Vegas Sands Opco, Sheldon G. Adelson and William P. Weidner (incorporated by reference from Exhibit 10.1 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).
10.29		Amended and Restated Employment Agreement, dated as of January 1, 2002, by and between Las Vegas Sands Opco and Bradley H. Stone (incorporated by reference from Exhibit 10.13 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
10.30**		Form of Amended and Restated Employment Agreement to be entered into by and among Las Vegas Sands Corp., Las Vegas Sands Opco and Bradley H. Stone.
10.31		Stock Option Agreement, dated as of January 2, 2002, by and among Las Vegas Sands Opco, Sheldon G. Adelson and Bradley H. Stone (incorporated by reference from Exhibit 10.2 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).
10.32		Amended and Restated Employment Agreement, dated as of January 1, 2002, by and between Las Vegas Sands Opco and Robert G. Goldstein (incorporated by reference from Exhibit 10.14 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).

10.33**		Form of Amended and Restated Employment Agreement to be entered into by and among Las Vegas Sands Corp., Las Vegas Sands Opco and Robert G. Goldstein.
10.34		Stock Option Agreement, dated as of January 2, 2002, by and among Las Vegas Sands Opco, Sheldon G. Adelson and Robert G. Goldstein (incorporated by reference from Exhibit 10.3 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).
10.35		Stock Option Agreement, dated as of January 2, 2002, by and among Las Vegas Sands Opco, Sheldon G. Adelson and David Friedman (incorporated by reference from Exhibit 10.4 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).
10.36**		Form of Employee Agreement to be entered into by and among Las Vegas Sands Corp., Las Vegas Sands Opco and Sheldon G. Adelson.
10.37		Catastrophic Equity Protection Insurance Agreement, dated as of June 28, 2000, by and among American Home Assurance Company, Las Vegas Sands Opco and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.15 to Las Vegas Sands Opco's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
10.38		Concession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macau Special Administrative Region, June 26, 2002, by and among the Macau Special Administrative Region and Galaxy Casino Company Limited (incorporated by reference from Exhibit 10.40 to Las Vegas Sands Opco's Form 10-K for the year ended December 31, 2002).
10.39*		Land concession, dated as of December 10, 2003, issued by the Macau Special Administrative Region to Venetian Macau, S.A.
10.40		Purchase Agreement, dated April 12, 2004, by and among Grand Canal Shops Mall Subsidiary, LLC, Grand Canal Shops Mall MM Subsidiary, Inc. and GGP Limited Partnership (incorporated by reference from Exhibit 10.1 to Las Vegas Sands Opco's Form 8-K filed on April 16, 2004).
10.41		Agreement, made as of April 12, 2004, by and between Lido Casino Resort, LLC and GGP Limited Partnership (incorporated by reference from Exhibit 10.2 to Las Vegas Sands Opco's Form 8-K filed on April 16, 2004).
10.42***		Second Amended and Restated Reciprocal Easement, Use and Operating Agreement, dated as of May 17, 2004, by and among Venetian Casino Resort, LLC, Interface Group-Nevada, Inc., Grand Canal Shops II, LLC and Lido Casino Resort, LLC.
10.43***		First Amendment to Second Amended and Restated Reciprocal Easement, Use and Operating Agreement, dated as of July 30, 2004, by and among Venetian Casino Resort, LLC, Interface Group-Nevada, Inc., Grand Canal Shops II, LLC and Lido Casino Resort, LLC.
10.44**		Form of Registration Rights Agreement, to be entered into by and among Las Vegas Sands Corp., Sheldon D. Adelson, the Sheldon G. Adelson 2002 Two Year LVSI Annuity Trust, the Sheldon G. Adelson 2002 Four Year LVSI Annuity Trust, the Sheldon G. Adelson 2004 Two Year LVSI Annuity Trust, William P. Weidner, Bradley H. Stone and Robert G. Goldstein.
10.45**		Form of Las Vegas Sands Corp. 2004 Equity Incentive Plan.
10.46**		Form of Las Vegas Sands Inc. Executive Cash Incentive Plan.

10.47***		Agreement, dated as of July 8, 2004, by and between Sheldon G. Adelson and Las Vegas Sands Opco.
10.48*		Aircraft Time Sharing Agreement, dated as of June 18, 2004, by and between Interface Operations LLC and Las Vegas Sands Opco.
10.49*		Venetian Hotel Service Agreement, dated as of June 28, 2001, by and between Venetian Casino Resort, LLC and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention Center.
10.50***		First Amendment to Venetian Hotel Service Agreement, dated as of June 28, 2004, by and between Venetian Casino Resort, LLC and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention Center.
10.51**		Form of Employee Agreement to be entered into by and among Las Vegas Sands Corp., Las Vegas Sands Opco and Scott D. Henry.
10.52**		Form of Assignment and Assumption Agreement, by and among Las Vegas Sands Opco, Venetian Casino Resort, LLC, Interface Group Holding Company, Inc., Interface Group-Nevada, Inc., Interface Operations LLC, Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc. and certain subsidiaries of Venetian Casino Resort, LLC named therein.
10.53		Construction Loan Agreement, dated September 30, 2004, by and among Phase II Mall Holding, LLC and Phase II Mall Subsidiary, LLC, as borrowers, the lenders party thereto, The Bank Of Nova Scotia, as the Sole Lead Arranger and the Sole Bookrunner, and Sumitomo Mitsui Banking Corporation, as the Syndication Agent (incorporated by reference from Exhibit 4.1 to Las Vegas Sands Opco's Report on Form 8-K filed on October 20, 2004).
10.54*		Deed Of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated September 30, 2004, made by Phase II Mall Holding, LLC and Phase II Mall Subsidiary, LLC jointly and severally as trustor, to First American Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as Administrative Agent, as beneficiary.
10.55*		Security Agreement, dated as of September 30, 2004, by and among Phase II Mall Holding, LLC, Phase II Mall Subsidiary, LLC, and each subsidiary from time to time party thereto, and The Bank of Nova Scotia, in its capacity as Administrative Agent for and on behalf of each Secured Party.
10.56*		Master Disbursement Agreement, dated as of September 30, 2004, among Lido Casino Resort, LLC, Phase II Mall Holding, LLC, Phase II Mall Subsidiary, LLC, The Bank of Nova Scotia, as the Bank Agent, The Bank of Nova Scotia, as the Phase II Mall Agent, Goldman Sachs Credit Partners L.P., as the Bank Arranger and The Bank of Nova Scotia, as the Disbursement Agent.
10.57*		Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of September 30, 2004, made by Lido Casino Resort, LLC, as trustor, to First American Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as Administrative Agent, as beneficiary.
10.58*		Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated September 30, 2004, made by Lido Casino Resort, LLC, as trustor, to First American Title Insurance Company, as trustee, for the benefit of U.S. Bank National Association, in its capacity as the Mortgage Notes Indenture Trustee, as beneficiary.

10.59*		Environmental Indemnity Agreement, dated as of September 30, 2004, by and among Phase II Mall Holding, LLC, Phase II Mall Subsidiary, LLC, Las Vegas Sands, Inc., Lido Casino Resort, LLC and Venetian Casino Resort, LLC to and for the benefit of The Bank of Nova Scotia as administrative agent for itself and the other agents and lenders under the Construction Loan Agreement.
10.60*		Assignment and Assumption of Agreement and First Amendment to Agreement, dated September 30, 2004, made by Lido Casino Resort, LLC, as assignor, to Phase II Mall Holding, LLC, as assignee, and to GGP Limited Partnership, as buyer.
10.61**		Form of Tax Indemnification Agreement to be entered into by and among Las Vegas Sands Corp., Las Vegas Sands, Inc. and the stockholders named therein.
10.62**		Form of Supplemental Executive Retirement Plan.
10.63**		Form of Deferred Compensation Plan.
21.1***		Subsidiaries of Las Vegas Sands, Corp.
23.1**		Consent of Lionel Sawyer & Collins (included in Exhibit 5.1).
23.2*		Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 8.1).
23.3*		Consent of PricewaterhouseCoopers LLP.
24.1***		Power of Attorney (included on signature pages hereto).

*: Filed herewith.
**: To be filed by amendment.
***: Previously filed.

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December 31, 2003
LAS VEGAS SANDS, INC. NOTES TO FINANCIAL STATEMENTS
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CONDENSED STATEMENTS OF OPERATIONS For the year ended December 31, 2002
CONDENSED STATEMENTS OF OPERATIONS For the year ended December 31, 2003
CONDENSED STATEMENTS OF CASH FLOWS For the year ended December 31, 2001
CONDENSED STATEMENTS OF CASH FLOWS For the year ended December 31, 2002
CONDENSED STATEMENTS OF CASH FLOWS For the year ended December 31, 2003
LAS VEGAS SANDS, INC. CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except share data) (Unaudited)
LAS VEGAS SANDS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per share data) (Unaudited)
LAS VEGAS SANDS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Dollars in thousands) (Unaudited)
LAS VEGAS SANDS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited)
LAS VEGAS SANDS, INC. NOTES TO FINANCIAL STATEMENTS
CONDENSED BALANCE SHEETS December 31, 2003
CONDENSED BALANCE SHEETS June 30, 2004
CONDENSED STATEMENTS OF CASH FLOWS For the six months ended June 30, 2003
CONDENSED STATEMENTS OF CASH FLOWS For the six months ended June 30, 2004
Part II Information Not Required in Prospectus
SIGNATURES
Exhibit Index

Exhibit 8.1

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

October 22, 2004

Las Vegas Sands Corp.
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109

Ladies and Gentlemen:

We have acted as United States federal income tax counsel for Las Vegas Sands Corp. (the "Company") in connection with the preparation of the Registration Statement on Form S-1 (Registration No. 333-118827) as may be amended (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act") for the registration under the Securities Act of shares of common stock of the Company.

We have been requested to render our opinion as to certain tax matters in connection with the Registration Statement. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Registration Statement.

In rendering our opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such agreements and other documents as we have deemed relevant and necessary and we have made such investigations of law as we have deemed appropriate as a basis for the opinion expressed below. In our examination, we have assumed, without independent verification, (i) the authenticity of original documents, (ii) the accuracy of copies and the genuineness of signatures, (iii) that the execution and delivery by the Company of each document to which it is a party and the performance by it of its obligations thereunder have been authorized by all necessary measures and do not violate or result in a breach of or default under the Company's certificate or instrument of formation and by-laws or the laws of the Company's jurisdiction of organization, (iv) that each such agreement represents the entire agreement between the parties with respect to the subject matter thereof, (v) the parties to each agreement have complied, and will comply, with all of their respective covenants, agreements and undertakings contained therein and (vi) the transactions provided for by each agreement were and will be carried out in accordance with their terms.

The opinion set forth below is limited to the Internal Revenue Code of 1986, as amended, administrative rulings, judicial decisions, treasury regulations and other applicable authorities, all as in effect on the date hereof. The statutory provisions, regulations, and interpretations upon which our opinion is based are subject to change, and such changes could apply retroactively. Any such change could affect the continuing validity of the opinion set forth below.

The opinion set forth herein has no binding effect on the United States Internal Revenue Service or the courts of the United States. No assurance can be given that, if the matter were contested, a court would agree with the opinion set forth herein.

We hereby confirm that the discussion set forth under the caption "Material U.S. Federal Tax Considerations for Non-U.S. Holders" in the prospectus contained in the Registration Statement, insofar as such discussion relates to statements of United States federal taxation or legal conclusions, constitutes our opinion. Such discussion does not, however, purport to discuss all United States federal

tax consequences and is limited to those United States federal tax consequences specifically discussed therein and subject to the qualifications set forth therein.

In giving the foregoing opinion, we express no opinion other than as to the federal tax laws of the United States of America.

Furthermore, in rendering our opinion, we have made no independent investigation of the facts referred to herein and have relied for the purpose of rendering this opinion exclusively on those facts that have been provided to us by you and your agents, which we assume have been, and will continue to be, true.

We are furnishing this letter in our capacity as United States federal income tax counsel to the Company. This letter is not to be used, circulated, quoted or otherwise referred to for any other purpose, except as set forth below. We assume no responsibility to advise you of any subsequent changes in existing laws or facts, nor do we assume any responsibility to update this opinion.

We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. The issuance of such consent does not concede that we are an "expert" for purposes of the Securities Act.

Very truly yours,

/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

Exhibit 10.4

ENVIRONMENTAL INDEMNITY

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this "Indemnity") is entered into as of the 20th day of August, 2004, by LAS VEGAS SANDS, INC., a Nevada corporation ("LVSI"), VENETIAN CASINO RESORT, LLC, a Nevada limited liability company ("VCR", jointly and severally with LVSI, the "Company"), to and for the benefit of THE BANK OF NOVA SCOTIA, as administrative agent (the "Administrative Agent") for itself and the other agents and lenders under the Credit Agreement referred to below.

W I T N E S S E T H:

A. Pursuant to the Credit Agreement dated as of even date herewith (as modified, amended or supplemented from time to time, (the "Credit Agreement") by and between the Administrative Agent, Goldman Sachs Credit Partners L.P., ("GSCP") as syndication agent, CIT Group/Equipment Financing, Inc, Commerzbank AG and Wells Fargo Foothill, Inc, as documentation agents (the "Documentation Agents") (the Administrative Agent, GSCP, the Documentation Agents and any other agent appointed under the Credit Agreement, each an "Agent" and together the "Agents"), Sole Lead Arranger and Sole Bookrunner, the financial institutions from time-to-time party thereto (the "Lenders"), and the Company, Lenders have agreed to make loans (the "Loans") to the Company, which Loans are to be secured by, among other things, those certain Deeds of Trust of even date herewith executed by the Company and LCR, as trustors, to First American Title Insurance Company as trustee, in favor of the Administrative Agent on behalf of the Lenders, as beneficiary, and such other deeds of trust that may be entered into by the Company and LCR for the benefit of Administrative Agent on behalf of the Lenders, (the "Deeds of Trust") which Deeds of Trust encumber the real property described on Exhibit A attached hereto (the "Real Property"), and the improvements now or hereafter constructed thereon (which improvements, together with the Real Property, shall hereinafter be referred to as the "Property").

B. The Lenders have made it a condition of the Lenders making the Loans that this Indemnity be executed and delivered by the Company.

C. The obligations of the Company hereunder are unsecured obligations of the Company.

NOW, THEREFORE, in consideration of the foregoing and other valuable consideration, the receipt of which is hereby acknowledged, the Company covenants and agrees to and for the benefit of the Agents and the Lenders as follows:

1. Definitions.

(a) " Claims " means any and all actual out-of-pocket costs incurred by an Indemnified Party (as defined below) (including, without limitation, reasonable attorneys' fees and expenses, which fees and expenses shall include, without limitation, fees and expenses of both outside and staff counsel), expenses, losses, damages, liabilities, fines, penalties, charges, injury to person, property, or natural resources, administrative and judicial proceedings and orders, injunctive relief, judgments, remedial action requirements and enforcement actions of any kind, arising directly or indirectly, in whole or in part, out of or attributable to (i) any breach or default by the Company in the performance of any of its obligations under paragraphs 3(a)-(d) hereof, or (ii) any Release (as defined below) or threatened Release, whether foreseeable or unforeseeable, arising prior to any release, reconveyance or foreclosure of any Deed of Trust (or following any such release, conveyance or foreclosure to the extent attributable to pre-existing conditions), or conveyance in lieu of foreclosure; and in each instance, regardless of when such Release, inaccuracy or breach is discovered and regardless of whether or not caused by or in the control of the Company, any employees, agents, contractors or subcontractors of

the Company or any third persons. Without limiting the generality of the foregoing and for purposes of clarification only, Claims also include:

(i) actual out-of-pocket costs reasonably incurred by an Indemnified Party in connection with (x) determining whether the Property is in compliance with all applicable Hazardous Substances Laws (as hereinafter defined), (y) taking any necessary precautions required by Hazardous Substances Law to protect against any Release or threatened Release, or (z) any removal, remediation of any kind and disposal of any Hazardous Substances (as hereinafter defined) required by Hazardous Substances Law, and

(ii) any repair of any damage to the Property or any other property caused by any such precautions, removal, remediation or disposal, except damage caused by or resulting from the gross negligence or willful misconduct of any of the Indemnified Parties.

The rights of the Indemnified Parties hereunder shall not be limited by any investigation or the scope of any investigation undertaken by or on behalf of the Agents or Lenders in connection with the Property prior to the date hereof. Notwithstanding the foregoing, Claims shall exclude any Release caused by or resulting from the negligence or misconduct of any of the Indemnified Parties.

(b) " Hazardous Substances " means and includes any flammable explosives, radioactive materials or hazardous, toxic or dangerous wastes, substances or related materials or any other chemicals, materials or substances, exposure to which is prohibited, limited or regulated by any federal, state, county, regional or local authority or which, even if not so regulated, may or could pose a hazard to the health and safety of the occupants of the Property or of property adjacent to the Property, including, but not limited to, asbestos, PCBs, petroleum products and byproducts (including, but not limited to, crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel, or any mixture thereof), substances defined or listed as "hazardous substances," "hazardous materials," "hazardous wastes" or "toxic substances" or similarly identified in, pursuant to, or for purposes of, any of the Hazardous Substances Laws, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act, as now or hereafter amended (42 U.S.C. Section 9601, et seq ); the Hazardous Materials Transportation Act, as now or hereafter amended (49 U.S.C. Section 1801, et seq ); the Resource Conservation and Recovery Act, as now or hereafter amended (42 U.S.C. Section 6901, et seq ); any so-called "Superfund" or "Superlien" law; or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material; or any substances or mixture regulated under the Toxic Substance Control Act of 1976, as now or hereafter amended (15 U.S.C. Section 2601 et seq ); and any "pollutant" under the Clean Water Act, as now or hereafter amended (33 U.S.C. Section 1251 et seq ); and any hazardous air pollutant under the Clean Air Act (42 U.S.C. Section 7901 et seq ), in each case as now or hereafter amended.

(c) " Hazardous Substances Laws " means all federal, state and local environmental, health or safety laws, ordinances, regulations, rules of common law or policies regulating Hazardous Substances, including, without limitation, those governing the generation, use, refinement, handling, treatment, removal, storage, production, manufacture, transportation or disposal of Hazardous Substances, as such laws, ordinances, regulations, rules and policies may be in effect from time to time and be applicable to the Property.

(d) " Indemnified Parties " means each Agent and Lender and each of their respective directors, officers, shareholders, agents, employees, participants, successors and assigns and shall also include any purchasers of all or any portion of the Property at any foreclosure sale and the initial purchaser following the consummation of any deed in lieu of foreclosure, but not including any other purchasers of the Property.

(e) " Release " means any presence, use, generating, storing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of Hazardous Substances into the environment, or about, on, from, under, within or affecting the Property, or transported to or from the Property, including continuing migration of Hazardous Substances into or through soil, surface water or groundwater.

2. Environmental Indemnification by the Company.

(a) The Company hereby agrees to defend (with counsel reasonably approved by the Administrative Agent), indemnify and hold the Indemnified Parties harmless from and against, and shall reimburse the Indemnified Parties for, any and all Claims.

(b) Indemnified Parties shall have the right to employ independent counsel reasonably satisfactory to the Company to represent it in any action or proceeding to which this Indemnity is applicable if and to the extent that the Indemnified Parties determine in good faith that their rights and interests may be compromised or not fully and adequately represented by legal counsel acting for the Company, whether on account of any potential defenses that the Company may have to its obligations under this Indemnity or otherwise, and in such event the reasonable fees and expenses of the Indemnified Party's independent counsel shall be paid by the Company.

(c) Subject to the last sentence of Section 1(a) above, the Company's obligations hereunder shall not be diminished or affected in any respect as a result of any notice or disclosure, if any, to, or other knowledge, if any, by, any Indemnified Party of any Release or threatened Release, or as a result of any other matter related to the Company's obligations hereunder, nor shall any Indemnified Party be deemed to have permitted or acquiesced in any Release or any breach of the Company's other obligations hereunder, solely because any Indemnified Party had notice, disclosure or knowledge thereof, whether at the time this Indemnity is delivered or at any time thereafter.

(d) This Indemnity shall not be limited by any representation, warranty or indemnity of the Company made herein or in connection with any indebtedness secured by the Deeds of Trust, irrespective of whether the Company has knowledge as of the date of each Deed of Trust, or during the term of each Deed of Trust, of the matters to which such representation, warranty or indemnity relates.

3. Environmental Covenants.

(a) The Company shall not, and shall use commercially reasonable efforts to not permit any tenants or other occupants of the Property to, at any time in the future, cause or permit a Release, except in compliance with applicable Hazardous Substances Laws and good and customary practices.

(b) The Company shall give prompt written notice to the Administrative Agent of any pending Claims, or of any Proceedings (as such term is defined in the Credit Agreement) arising pursuant to Hazardous Substances Laws.

(c) The Company shall give prompt written notice to the Administrative Agent of the Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property that could cause the Property or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Hazardous Substances Laws including, without limitation, the Company's discovery of any occurrence or condition on the Property or on any real property adjoining or in the vicinity of the Property that could cause the Property or any part thereof to be classified as a hazardous waste property or border-zone property, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Hazardous Substances Laws.

(d) In the event that any investigation, site monitoring, containment, cleanup, removal, restoration, precautionary actions or other remedial work of any kind or nature (hereinafter, " Remedial

Work ") is required under any applicable Hazardous Substances Laws as a result of, or in connection with, any Release, suspected Release, or threatened Release, the Company shall within thirty (30) days after receipt of information that such Remedial Work is or may be required (or such shorter period of time as may be required under applicable law, regulation, order or agreement), commence the performance of, or cause to be commenced, and thereafter diligently prosecute to completion, the performance of all such Remedial Work in compliance with all applicable Hazardous Substances Laws. All Remedial Work shall be performed by one or more contractors, approved in advance in writing by the Administrative Agent, and under the supervision of a consulting engineer approved in advance in writing by the Administrative Agent, which consent shall not be unreasonably withheld. All costs and expenses of such Remedial Work shall be paid by the Company, including, without limitation, the charges of such contractor(s) and/or the consulting engineer, and the Indemnified Parties' reasonable attorneys' fees and costs, including, without limitation, fees and costs of both outside and staff counsel incurred in connection with monitoring or review of such Remedial Work. In the event the Company shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, the performance of such Remedial Work, the Administrative Agent or any other Indemnified Party may, but shall not be required to, cause such Remedial Work to be performed and all costs and expenses thereof, or incurred in connection therewith, shall be deemed Claims hereunder.

4. Liability.

(a) Notwithstanding any other provisions of this Indemnity or any of the Loan Documents (as such term is defined in the Credit Agreement), any liability of the Company hereunder shall be its personal liability (but such personal liability shall not be deemed to incorporate personal liability of its directors, officers, employees or agents), and may be asserted against its interest in the Property as well as against any and all of its other assets.

(b) Without limiting the foregoing, the obligations of the Company hereunder shall survive the following events, to the maximum extent permitted by law: (i) repayment of the Obligations (as such term is defined in the Credit Agreement) and any judicial or nonjudicial foreclosure under any Deed of Trust or conveyance in lieu of such foreclosure, notwithstanding that all or any portion of any other obligations secured by the such Deed of Trust shall have been discharged thereby, (ii) any election by any Indemnified Party to purchase all or any portion of the Property at a foreclosure sale by crediting all or any portion of the obligations secured by any Deed of Trust against the purchase price therefor (except to the extent and only to the extent that such Indemnified Party has specifically elected in writing in its sole discretion to credit against the purchase price any Claims hereunder which were liquidated in amount at the time of such foreclosure sale, it being presumed for these purposes that the obligations secured by such Deed of Trust shall be discharged by any such crediting in the order set forth in such Deed of Trust), (iii) any release or reconveyance of either Deed of Trust, any waiver of the lien of either Deed of Trust, or any release or waiver of any other security for the Obligations, and (iv) any termination, cancellation or modification of any Loan Document. Upon and following the occurrence of any of the foregoing, the obligations of the Company hereunder shall be unsecured obligations, and shall be enforceable against the Company to the fullest extent permitted by applicable law.

(c) The obligations of the Company hereunder are not intended to be the obligations of a surety or guarantor. The liability of the Company under this Indemnity shall in no way be limited or impaired by (i) any extensions of time for performance required by the any Loan Document; (ii) the accuracy or inaccuracy of any representations and warranties made by the Company in any of any Loan Documents; or (iii) the release of any person or entity from performance or observance of any of the agreements, covenants, terms, or conditions contained in any of the Loan Documents by operation of law or otherwise.

(d) The rights and remedies of the Indemnified Parties under this Indemnity (i) shall be in addition to any other rights and remedies of such Indemnified Parties under any Loan Documents or at law or in equity, and (ii) may be enforced by any of the Indemnified Parties, to the maximum extent permitted by law, without regard to or affecting any rights and remedies that such Indemnified Party may have under any Loan Documents or at law or in equity, and without regard to any limitations on such Indemnified Party's recourse for recovery of the Obligations as may be provided in any Loan Documents.

5. Site Visits, Observation and Testing. The Administrative Agent and any of the other Indemnified Parties and their respective agents and representatives shall have the right at any reasonable time, and upon reasonable prior notice, but subject to the rights of tenants under their leases, to enter and visit the Property to make such inspections and inquiries as they shall deem appropriate, including inspections for violations of any of the terms of this Indemnity and for determining the existence, nature and magnitude of any past or present Release or threatened Release, and they shall also have the right, following any Event of Default (as defined in the Credit Agreement), or where the Administrative Agent has a reasonable basis upon which to believe that the Property may be harmed, unsafe or contaminated, and upon reasonable prior notice, to enter and visit the Property to make such tests (including, without limitation, taking and removing soil or groundwater samples) as they shall deem appropriate. Neither the Administrative Agent nor any of the other Indemnified Parties have any duty, however, to visit or observe the Property or to conduct tests, and no site visit, observation or testing by the Administrative Agent or any other Indemnified Party shall impose any liability on the Administrative Agent or such other Indemnified Party. In no event shall any site visit, observation or testing by the Administrative Agent or any other Indemnified Party be a representation that Hazardous Substances are or are not present in, on or under the Property, or that there has been or shall be compliance with any Hazardous Substances Laws or any other applicable governmental law. Neither the Company nor any other party is entitled to rely on any site visit, observation or testing by the Administrative Agent or any other Indemnified Party. Neither the Administrative Agent nor any of the other Indemnified Parties owe any duty of care to protect the Company or any other party against, or to inform the Company or any other party of, any Hazardous Substances or any other adverse condition affecting the Property. The Administrative Agent and any other Indemnified Party shall give the Company reasonable notice before entering the Property, and shall make reasonable efforts to avoid interfering with the Company's use of the Property in exercising any rights provided in this paragraph 5. The Administrative Agent's rights under this Indemnity are for the purpose of protecting and preserving the value of its collateral, and neither the Administrative Agent or any Indemnified Party shall be considered an operator of the Property by virtue of exercising its rights hereunder.

6. Interest Accrued. Any amount owed hereunder to an Indemnified Party not paid within thirty (30) days after written demand from such Indemnified Party with an explanation of the amounts claimed shall bear interest at a rate per annum equal to the maximum interest rate applicable to overdue principal set forth in the Credit Agreement.

7. Subrogation of Indemnity Rights. If the Company fails to fully perform its obligations hereunder, any Indemnified Party shall be entitled to pursue any rights or claims that the Company may have against any present, future or former owners, tenants or other occupants or users of the Property, any portion thereof or any adjacent or proximate properties, relating to any Claim or the performance of Remedial Work, and the Company hereby assigns all of such rights and claims to the Indemnified Parties under such circumstances and shall take all actions required by the Indemnified Parties to cooperate with such Indemnified Parties in enforcing such rights and claims under such circumstances.

8. Reliance. The Company acknowledges that it is making and giving the indemnities and representations and covenants contained in this Indemnity with the knowledge that the Agent and

Lenders are relying on such indemnities and representations and covenants in making the Obligations to the Company.

9. Successors and Assigns. This Indemnity shall inure to the benefit of each Indemnified Party's successors and assigns, and shall be binding upon the heirs, successors, and assigns of the Company. The Company shall not assign any rights or obligations under this Indemnity without first obtaining the written consent of the Administrative Agent, which may be given or withheld in the sole discretion of the Administrative Agent. Notwithstanding any other provision of this Indemnity to the contrary, the Company shall not be released from its obligations hereunder without obtaining the written consent of the Administrative Agent, which consent may be given or withheld in the sole discretion of the Administrative Agent. Nothing herein shall be deemed to be a consent to the transfer of the Property which transfer would be otherwise prohibited by any Document.

10. Miscellaneous. This Indemnity shall be governed by and construed in accordance with the laws of the State of Nevada. If this Indemnity is executed by more than one person or entity, the liability of the undersigned hereunder shall be joint and several. Separate and successive actions may be brought hereunder to enforce any of the provisions hereof at any time and from time to time. No action hereunder shall preclude any subsequent action, and the Company hereby waives and covenants not to assert any defense in the nature of splitting of causes of action or merger of judgments. In no event shall any provision of this Indemnity be deemed to be a waiver of or to be in lieu of any right or claim, including, without limitation, any right of contribution or other right of recovery, that any party to this Indemnity might otherwise have against any other party to this Indemnity under any Hazardous Substances Laws. If any term of this Indemnity or any application thereof shall be invalid, illegal or unenforceable, the remainder of this Indemnity and any other application of such term shall not be affected thereby. No delay or omission in exercising any right hereunder shall operate as a waiver of such right or any other right.

11. Notices. All notices expressly provided hereunder to be given by Administrative Agent to the Company and all notices and demands of any kind or nature whatsoever which the Company may be required or may desire to give to or serve on the Administrative Agent shall be in writing and shall be served by certified mail, return receipt requested, or by a reputable commercial overnight carrier that provides a receipt, such as Federal Express. Notice shall be addressed as follows:

	The Company:		Las Vegas Sands, Inc. 3355 Las Vegas Boulevard, South Las Vegas, Nevada 89109 Attn: General Counsel Telecopy No: (702) 414-4421
	with a copy to:		Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas, 24th Floor New York, New York, 10019-6064 Attn: John Kennedy, Esq. Telecopy No: (212) 757-3990

	Administrative Agent:		The Bank of Nova Scotia 580 California Street, Suite 2100 San Francisco, California 94104 Attn: Allan Pendergast Telecopy No.: (415) 397-0791
	with a copy to:		The Bank of Nova Scotia 600 Peachtree Street, N.E. Atlanta, Georgia 30308 Attn: Robert Ivy Telecopy No.: (404)888-8998

12. Attorneys' Fees and Expenses. If any Agent or Lender refers this Indemnity or any of the other Loan Documents to an attorney to enforce, construe or defend the same, as a consequence of any Event of Default (as such term is defined in the Credit Agreement), with or without the filing of any legal action or proceeding, the Company shall pay to the Administrative Agent, immediately upon demand, the amount of all attorneys' fees and costs incurred by the Administrative Agent in connection therewith, together with interest thereon from the date of award at the maximum interest rate applicable to overdue principal set forth in the Credit Agreement

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, this Indemnity is executed as of the day and year first above written.

The Company:

LAS VEGAS SANDS, INC.,
a Nevada corporation

By:	/s/ HARRY MILTENBERGER

	Name:
		Harry Miltenberger
	Title:
		Vice President Finance & Secretary

VENETIAN CASINO RESORT, LLC,
a Nevada limited liability company

BY:	LAS VEGAS SANDS, INC., a Nevada corporation, its managing member
	By:	/s/ HARRY MILTENBERGER

		Name:
			Harry Miltenberger
		Title:
			Vice President Finance & Secretary

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Exhibit 10.8

ENERGY SERVICES AGREEMENT

between

ATLANTIC-PACIFIC LAS VEGAS, LLC
(Seller)

and

INTERFACE GROUP-NEVADA, INC.
(Buyer)

Dated as of November 14, 1997

TABLE OF CONTENTS

			Page
RECITALS			1
ARTICLE I—DEFINITIONS			1
ARTICLE II—TERM: CONDITIONS PRECEDENT			8
	2.1	Term	8
	2.2	Conditions Precedent to Seller's Payment of Total Energy Improvements	8
	2.3	Service Commencement Due	9
	2.4	Early Termination	9
	2.5	Renewal Upon Expirations of Term/Purchase Option	10
ARTICLE III—SCOPE OF SERVICES			10
	3.1	Services Prior to and During Construction	10
	3.2	Operations and Maintenance Services	11
	3.3	Energy Management Services	11
	3.4	Central Plant Performance Penalties	11
ARTICLE IV—SERVICE FEES			13
	4.1	Capacity Payments	13
	4.2	Operation and Maintenance Service Payments	13
	4.3	Energy Management Services Payment	13
	4.4	Engineering Services Costs	14
	4.5	Billings and Payments	14
	4.6	Delinquent Payments	15
	4.7	No Liability for Other Customers	15
	4.8	Additional Customers	15
ARTICLE V—METERING			16
	5.1	Meeting Equipment	16
	5.2	Testing	16
	5.3	Meter Interruptions	16
ARTICLE VI—REPRESENTATIONS AND WARRANTIES			16
	6.1	Seller Representations	16
	6.2	Buyer Representations	17
	6.3	Covenant of Buyer	17
ARTICLE VII—INDEMNIFICATION AND INSURANCE			18
	7.1	Indemnification	18
	7.2	Seller's Insurance	19
	7.3	Buyer's Insurance	19
	7.4	Additional Insureds and Waiver of Subrogation	20
	7.5	Evidence of Insurance	20
ARTICLE VIII—DEFAULT			20
	8.1	Seller Default	20
	8.2	Buyer Default	20
ARTICLE IX—REMEDIES			21
	9.1	Seller's Remedies	21
	9.2	Buyer's Remedies	21
	9.3	Termination Payment	21
	9.4	Survival	22
ARTICLE X—FORCE MAJEURE			22
	10.1	Suspension of Performance	22
ARTICLE XI—LIMITATION OF LIABILITY			22

ARTICLE XII—DELEGATION OF BUYER'S PAYMENT OBLIGATIONS			22
ARTICLE XIII—MISCELLANEOUS			23
	13.1	Resolution of Certain Disputes	23
	13.2	Assignment	23
	13.3	Governing Law	23
	13.4	Venue; Jurisdiction	23
	13.5	Notice	24
	13.6	Confidentiality	24
	13.7	Counterparts	25
	13.8	Entire Agreement	25
	13.9	Severability	25
	13.10	Third Party Beneficiaries	25
	13.11	Section Headings	25
	13.12	Incorporation of Exhibits	25
	13.13	Non-Waiver	25
	13.14	Independent Parties	25
	13.15	Binding Agreements	25
	13.16	Estoppel Certificates	25
	13.17	Ownership of the Energy Improvements	25

ENERGY SERVICES AGREEMENT

This Energy Services Agreement ("Agreement") is entered into as of this first day of May, 1997, by and between Atlantic Pacific Las Vegas LLC ("Seller"), a Delaware limited liability company ("Seller"), and Interface Group-Nevada, Inc., a Nevada corporation ("Buyer").

W I T N E S S E T H:

WHEREAS, Seller is engaged in the business of producing and selling heating and cooling energy, and providing energy management and operations and maintenance services; and

WHEREAS, Las Vegas Sands, Inc. ("LVSI") has entered into, and assigned to Venetian Casino Resorts, LLC ("VCR"), a Construction Management Agreement (defined herein) providing for, among other things, the construction of (i) an integrated thermal energy production facility (the "Central Plant", as defined herein), to be located on property leased to Seller pursuant to a Ground Lease (as defined herein), and designed to meet the aggregate Thermal Energy requirements of a hotel and casino to be developed and owned by VCR, a convention center owned by Buyer and a mall complex to be developed by VCR and leased by VCR to Grand Canal Shops Mall Construction, LLC ("GCSMC") and (ii) certain energy related and other equipment, improvements and interconnection facilities, if any, to be located or connected to at Buyer's Facilities (as defined herein) ("Other Facilities") and the facilities of the Other Customers (as defined herein) (Collectively, the Central Plant and the Other Facilities shall be referred to as the "Energy Improvements");

WHEREAS, Seller is willing to finance, purchase, own, operate and maintain the Energy Improvements, provide certain valued added engineering services during the design and construction of the Energy Improvements, provide, at Buyer's option, other operation and maintenance services in connection with certain electrical, HVAC, distribution and other equipment owned by Buyer ("Buyer's Equipment") located at Buyer's Facilities, and provide certain other services for Buyer as more specifically set forth in this Agreement;

WHEREAS, Buyer, on behalf of itself, its successors, assigns and tenants, desires to compensate Seller for the various undertakings and services provided by Seller pursuant to this Agreement;

WHEREAS, Buyer, on behalf of itself, its successors, assigns and tenants, desires to have, and Seller is willing to provide Buyer, an option to purchase (i) collectively with the Other Customers, the Central Plant and (ii) the Other Facilities.

NOW, THEREFORE, in consideration of the premises and mutual covenants, conditions and agreements set forth herein and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller, each intending to be legally bound, do hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Except as otherwise expressly provided herein, all capitalized terms used in this Agreement shall have the respective meanings as set forth below. Section, Appendix and Schedule references shall mean the applicable Sections of, and Appendices and Schedules to, this Agreement.

" Affiliate " means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person.

" Architects Agreement " shall mean that certain Agreement between Owner and Architect, dated and effective as of January 1, 1996, between Venetian Casino Resort, LLC and a collaboration between the firms of TSA of Nevada, LLP and WAT&G, Inc. Nevada, providing for a fixed price, subject to

certain adjustments, for the design of the Project inclusive of the Energy Improvements and Other Customer's Facilities

" Billing Cycle " means each calendar month within a Contract Year.

" Buyer Additional Meters " shall have the meaning set forth in Section 5.1.

" Buyer Default " shall mean each of the events described in Section 8.2.

" Buyer's Equipment " means the systems and equipment, as specifically set forth in Schedule 1.05, as amended from time to time by Seller and Buyer, that are owned by Buyer, are located in or on Buyer's Facilities, and are, at Buyer's election pursuant to this Agreement, to be operated and maintained by Seller in accordance with the terms of this Agreement.

" Buyer's Equipment O&M " means the operations and maintenance services provided by Seller, at Buyer's election pursuant to this Agreement, in connection with Buyer's Equipment, as more specifically set forth in Schedule 3.2A.

" Buyer's Facilities " means the exposition and convention center currently known as the Sands Exposition and Convention Center "located in Clark County, Nevada and any replacement thereof.

" Buyer's Lender " shall mean, at anytime, the holder of a mortgage or deed of trust encumbering Buyer's Facilities.

" Buyer's Maximum Thermal Energy Requirement " shall mean the maximum peak amount of Thermal Energy Seller is obligated to provide Buyer in any Contract Year as set forth in Schedule 4.8A.

" Buyer's Thermal Energy Requirement " shall mean the Thermal Energy requirements of Buyer for the Contract Year as set forth in the O&M Budget for each Contract Year determined in accordance with Schedule 4.2.

" Capacity Payment " shall mean the sum of the Central Plant Capacity Payment and the Other Facilities Capacity Payment, as provided and defined in Section 4.1.

" Central Plant " means the integrated Thermal Energy production facility, associated equipment and systems, as more specifically set forth in Schedule 2.2A, to be financed, owned, operated and maintained by Seller pursuant to the terms of this Agreement.

" Central Plant Q&M " means the operations and maintenance services provided by Seller in connection with the Central Plant, as specifically set forth in Schedule 3.2A.

" Change in Law " means any of the following events or conditions having, or which may reasonably be expected to have, an adverse effect on the performance of either party's respective obligations under this Agreement (except for payment obligations):

(a): the adoption, promulgation, issuance, modification or repeal, subsequent to the date of this Agreement, of any Legal Requirement or the issuance of any modification of any previously issued written administrative or judicial interpretation thereof;
(b): the order, judgment, action or determination of any federal, state or local court, administrative agency, governmental body or officer, or regulatory commission on or after the date of this Agreement to the extent such order, judgment, action or determination is not the result of willful or negligent action of the party asserting the occurrence of a Change in Law; provided however , that any good faith actions or inactions to contest any such order, judgment, action or determination shall not be considered a willful or negligent action or lack of reasonable diligence on the part of the party asserting the Change in Law;

(c): the denial of an application for, delay in the review, issuance or renewal of, or suspension, termination, modification, interruption, or Imposition of any material condition in connection with the issuance, renewal or failure of issuance or renewal on or after the date of this Agreement of any Governmental Authorization to the extent that such denial, delay, suspension, termination, modification, interruption, imposition, or failure is not the result of the willful or negligent action or lack of reasonable diligence on the part of the party asserting the occurrence of the Change in Law; provided however , that good faith actions or inactions to contest any such denial, delay, suspension, termination, modification, interruption, imposition or failure shall not be considered a willful or negligent action or lack of reasonable diligence of the party asserting the Change in Law.

" Confidential Information " means any and all information, or any portion thereof of a proprietary, confidential and/or trade secret nature, disclosed to or otherwise obtained by the receiving party or its employees, agents or affiliates (each individually referred to as a "recipient") either directly or indirectly from the other party, whether oral, written, or in other recorded form, including but not limited to the know-how, trade secrets, knowledge, concepts, data, reports, methodology, pricing, business affairs, and any other information or knowledge owned or developed by either party, except for information which the recipient can demonstrate:

(a): was at the time of disclosure to such recipient, generally part of the public domain or thereafter becomes generally part of the public domain through no actor omission of recipient; or
(b): was lawfully in such recipient's possession as shown in written records prior to such disclosure and without obligation of confidentiality; or
(c): was lawfully received by such recipient after disclosure from a third party without obligation of confidentiality and without violation by such third party of an obligation of confidentiality to another; or
(d): was independently developed by such recipient without any use of or benefit of Confidential Information.

" Consent and Agreement " shall mean the collective reference to (i) that certain Consent and Agreement [(HVAC AGREEMENT)] dated November 14, 1997 by Seller for the benefit of LaSalle National Bank, as Collateral Agent under that certain Senior Loan Agreement dated as of June 26, 1997 by and among the lenders from time to time parties thereto, Goldman Sachs Mortgage Company, as Syndication Agent, LaSalle National Bank, as Collateral Agent and as Administrative Agent and Buyer, as amended from time to time, and the other Loan Documents referenced therein; and (ii) that certain Consent and Agreement (HVAC Agreement) dated as of November 14, 1997 by Seller for the benefit of LaSalle National Bank, as Collateral Agent under that certain Junior Loan Agreement dated as of June 26, 1997 by and among the lender from time to time parties thereto, Goldman Sachs, Mortgage Company, as Syndication Agent, LaSalle National Bank, as Collateral Agent and as Administrative Agent and Buyer, as amended from time to time, and the other Loan Documents referenced therein (all of the Loan Documents referenced in the preceding clauses (i) and (ii), collectively, the "SECC Loan Documents").

" Construction Agency Agreement " means that certain Construction Agency Agreement, of even date herewith, between VCR and Seller.

" Construction Consultant " shall have the meaning set forth in the Funding Agents' Disbursement and Administration Agreement.

" Construction Management Agreement " means that certain Construction Management Agreement, dated as of the 15th day of February, 1997, between Lehrer McGovern Bovis, Inc., and Las Vegas

Sands, Inc., providing for a guaranteed, not-to-exceed maximum price, subject to certain exceptions, for the construction of the Project, inclusive of the Energy Improvements and Other Customer's Facilities, which contract has been amended and assigned to VCR pursuant to that certain Assignment, Assumption and Amendment dated as of November 14, 1997 by and among Lehrer McGovern Bovis, Inc., Las Vegas Sands, Inc. and VCR.

" Contract Year " shall mean, commencing on the Service Commencement Date, each successive twelve (12) calendar month period or other period mutually agreed to in writing by Seller, Buyer and the Other Customers, during the Term.

" Contract Year Amount " shall have the meaning set forth in Section 4.3 of this Agreement.

" Contract Year Fixed Costs " shall have the meaning set forth in and be determined in accordance with Schedule 4.2.

" Contractor " shall mean Lehrer McGovern Bovis, Inc.

" Credit " shall have the meaning set forth in Section 4.3 of this Agreement.

" Current Contract Year " shall mean, at any time during the Term, the Contract Year within which the then current calendar date falls.

" Current O&M Budget " means the Annual O&M Budget applicable in the Current Contract Year, determined in accordance with of Schedule 4.2.

" Divided Share " means the fixed ratio of "Buyer's Maximum Thermal Energy Requirement to the sum of Buyer's Maximum Thermal Energy Requirement and Initial Customers Maximum Thermal Energy Requirement, as more specifically set forth on Schedule 2.2C and as such schedule may be amended from time to time based upon the mutual written agreement of Seller, Buyer and the Other Customers. The sum of Divided Share of Buyer and the Other Customers shall in no event be less than 100%; provided however , that in the event Seller terminates its energy services agreements with one or both of the Other Customers and this Agreement is not otherwise terminated, Buyer's Divided Share in effect as of the date of such termination shall not be adjusted based upon such termination(s) absent Buyer's and Seller's written consent.

" Easements " shall have the mean those easements granted to Seller pursuant to the provisions of the Ground Lease and those certain Easement Agreements, dated as of the same date as this Agreement, entered in to by Seller and Buyer.

" Energy Improvements " means the Central Plant and the Other Facilities,

" Energy Management Services " shall have the meaning set forth in Section 3.3.

" Engineering Services " means the services provided by Seller to VCR, on behalf of VCR, Buyer and GCSMC pursuant to the terms of this Agreement, as specifically set forth in Schedule 3.1.

" Event of Force Majeure " shall include the following acts, events or conditions, or any combination thereof, which renders either party wholly or partially unable to perform its obligations under this Agreement, other than the payment of money, and which is beyond the reasonable control of the party relying thereon as justification for not performing its obligations or complying with any condition required of such party under the terms of this Agreement:

(a): an act of God, lightning, earthquake, hurricane, tornado, acts of a public enemy, war, blockade, insurrection, riot or other civil disturbance, sabotage or similar occurrence or any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-public or private entity; or

(b): a landslide, fire, accident, strike or labor dispute, curtailment of fuel supply, explosion, flood or nuclear radiation, not created by an act or omission of the party asserting an Event of Force Majeure has occurred; or
(c): a Change in Law; or
(d): the suspension, termination, interruption, denial or failure of or inability to obtain any renewal or issuance of any permit, license, right of way, consent, authorization or other approval which is essential to Seller's performance of its obligations under this Agreement; provided however , that such suspension, termination, interruption, denial, failure or inability shall not be the result of the failure of Seller to comply with Legal Requirements or the willful, intentional or negligent action or inaction of Seller, provided however , that the contesting, in good faith, of any such suspension, termination, interruption, denial, failure or inability, shall not constitute or be construed as a willful, intentional or negligent action or inaction by Seller; or
(e): any surface or subsurface condition not created by Seller and existing at the Central Plant Site which shall require a redesign or change in the construction of the Energy Improvements such that Total Energy Improvement Cost is likely to exceed $70 million; or
(f): Forced Outage, but only to the extent caused by any of the acts, events or conditions described in the foregoing clauses (a) through (e) of this definition of "Event of Force Majeure".

" Fixed Share " shall have the meaning set forth in, and be determined in accordance with, Schedule 4.2.

" Forced Outage " shall mean any outage caused by mechanical, electric or equipment failure, not caused by or resulting from the acts or omissions of Seller (or Seller's employees or agents), that either fully or partially curtails the operation of the Energy Improvements.

" Fully Burdened Payroll Costs " shall have the meaning set forth in, and be determined in accordance with, Schedule 4.2.

" Funding Agents' Disbursement and Administration Agreement " shall mean that certain Funding Agents' Disbursement and Administration Agreement dated as of November 14, 1997 by and between Buyer, The Bank of Nova Scotia, as Disbursement Agent, The Bank of Nova Scotia, as the Bank Agent, First Trust National Association, GMAC Commercial Mortgage Corporation and Seller, as amended pursuant to its terms.

" Governmental Approval " means any authorization, consent, approval, waiver, exception, variance, franchise, permission, permit, filing, publication, declaration, license or other form of required permission from, of or with any Governmental Authority, and shall include, without limitation, those siting, environmental and operating permits and licenses which are required for the construction, modification, use, operation and maintenance of the Energy Improvements.

" Governmental Authority " means any agency, department, court or other administrative or regulatory authority of any federal, state or local governmental body.

" Ground Lease " means that certain Ground Lease between Seller and VCR dated the same date as this Agreement.

" HVAC Completion " shall have the meaning set forth in the Funding Agents' Disbursement and Administration Agreement.

" Initial Customers' Maximum Thermal Energy Requirements " shall mean the sum of the maximum peak amount of Thermal Energy Seller is obligated to provide the Other Customers in any Contract Year as set forth in Schedule 2.2C.

" Initial Customers' Thermal Energy Requirements " shall mean the Thermal Energy requirements of the Other Customers in the Contract Year, as set forth in the O&M Budget for such Contract Year adopted pursuant to Schedule 4.2.

" Initial Term " shall have the meaning set forth in Section 2.1.

" Legal Requirements " shall mean all laws, statutes, codes, ordinances, rules, regulations, orders, judgments, decrees, injunctions, directions and requirements of all federal, state, county, municipal and local government units, agencies and courts which must be complied with by either party in performing its obligations pursuant to this Agreement, including but not limited to, all applicable environmental laws and Governmental Approvals.

" Margin " shall have the meaning set forth in, and be determined in accordance with, Schedule 4.2

" Metering Equipment " shall have the meaning set forth in Section 5.1.

" Monthly Capacity Payment " shall have the meaning set forth in, and shall be determined in accordance with Schedule 4.1.

" O&M Budget " means the budget for O&M Services adopted in accordance with Schedule 4.2.

" O&M Services " means the Central Plant O&M, Other Facilities O&M and, to the extent applicable, Buyer's Equipment O&M.

" Other Customers " means, collectively, VCR and Grand Canal Shops Mall Construction, LLC and their permitted successors and assigns.

" Other Customers Facilities " means the systems and equipment, as specifically set forth on Schedule 2.2A, that are located in or on the facilities of the Other Customers and are to be financed, owned, operated and maintained by Seller pursuant to agreements with the Other Customers.

" Other Customers Facilities O&M " means the operations and maintenance services provided by Seller in conjunction with the Other Customers Facilities, as specifically set forth in Schedule 3.2A.

" Other Facilities " means the systems and equipment, as specifically set forth in Schedule 2.2A, that are located in or on Buyer's Facilities and are to be financed, owned, operated and maintained by Seller pursuant to the terms of this Agreement.

" Other Facilities Capacity Payment " shall have the meaning set forth in Schedule 4.1B.

" Other Facilities O&M " means the operations and maintenance services provided by Seller in connection with the Other Facilities, as specifically set forth in Schedule 3.2A.

" Permitted Encumbrances " shall have the meaning set forth in the SECC Loan Documents.

" Person " means any individual, corporation, business, trust, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or other entity of whatever nature.

" Prior Contract Year " shall mean, at any time during the Term commencing on the first anniversary date of the Service Commencement Date, the Contract Year preceding the Current Contract Year.

" Project " shall have the meaning given in the Funding Agents' Disbursement and Administration Agreement.

" Projected Contract Year " means commencing on the Service Commencement Date and thereafter, at any time during the Term, the Contract Year next succeeding the Current Contract Year.

" Projected O&M Budget " means the O&M Budget applicable to a Projected Contract Year, determined in accordance with Schedule 4.2.

" Property " shall have the meaning set forth in the Ground Lease.

" Property Owner " means Venetian Casino Resort, LLC.

" Proportionate Share " shall mean (i) for the first Contract Year, the fixed percentage set forth in Schedule 2.2B and (ii) for the second Contract Year and each Contract Year thereafter, the ratio of Buyer's Thermal Energy Requirements to the sum of Buyer's Thermal Energy Requirements and the Initial Customers' Thermal Energy Requirements for the immediately preceding Contract Year; provided however that in the event that Buyer, or both, of the Other Customers did not actually fully occupy and use 100% of its respective improvements for any portion of such preceding Contract Year (by reason of (i) delay in the date such improvements are opened for business, (ii) fire or other casualty, (iii) the non-occupancy and use of tenant space, or (iv) any other cause, without limitation), then for purposes of such adjustment under clause (ii) above, the actual total Thermal Energy received by such entity during the prior Contract Year shall be increased to equitably reflect stabilized full occupancy and use of 100% of such improvements for the entire preceding Contract Year. Until and unless the appropriate amount of such adjustment has been approved in writing by Seller, Buyer and the Other Customers which approval shall not be unreasonably withheld or delayed, the Proportionate Shares of Buyer and the Other Customers shall not be changed from those then in effect for the prior immediately preceding Contract Year, but upon such approval, such Proportionate Share may be adjusted retroactively to the beginning of the applicable Contract Year; provided however that, except as may be agreed to by the parties in writing as a result of an agreement entered into by Seller with another customer pursuant to Section 4.8 of this Agreement, in no event shall the sum of Buyer's Proportionate Share and the Initial Customers Proportionate Shares be less than 100%. Any of Buyer, Seller or any Other Customers shall have the right, upon written notice to the others, to request such adjustment be considered for any improvements served by the Central Plant which It reasonably believes were not fully used and occupied at all times during the immediately preceding Contract Year; provided that such notice is given not less than 30 calendar days following the last day of such Contract Year.

" Prudent Operating Practices " means the practices, methods and acts commonly used by experienced and prudent operators in the heating and cooling industry, including that portion of the industry providing thermal energy services to convention centers, casinos, malls and similar institutions, that at a particular time, in the exercise of reasonable judgment in light of the facts known and/or that reasonably should have been known at the time a decision was made, would have been expected to accomplish the desired result in a manner consistent with law and/or Governmental Authorizations, reliability, safety, environmental protection, economy and expedition, including without limitation, those practices, methods and acts which are required by manufacturers of machinery and equipment constituting as applicable, the Central Plant, the Other Facilities, or, if applicable, Buyer's Equipment.

" Purchase Option Payment " shall mean the amount set forth in Schedule 2.5 to be paid by Buyer upon exercising its purchase option under Section 2.5(a).

" Renewal Term " shall have the meaning set forth in Section 2.5(b).

" Seller Default " shall mean each of the events described in Section 8.1.

" Seller's Lender " means any party providing financing or refinancing to Seller in connection with Seller's payment of the costs of the design, engineering, procurement acquisition, construction, start up, testing and/or operation and maintenance of the Energy Improvements and the Other Customers Facilities.

" Service Commencement Date " shall have the meaning set forth in Section 2.3.

" Subcontractor " shall mean any supplier, other than Seller, of work, materials, equipment or services to Contractor, VCR or LVSI in connection with the design, construction, start up and testing of the Energy Improvements and Other Customers Facilities.

" Tenants " or " Tenant " shall have the meaning set forth in Article XII of this Agreement.

" Term " shall have the meaning set forth in Section 2.2.

" Termination Payment " means the amount, set forth in Schedule 9.3, which Buyer shall pay Seller in accordance with Sections 2.4, 3.4(c), 9.1 and 9.3.

" Thermal Energy " means steam and chilled water produced at the Central Plant and delivered by Seller to Buyer pursuant to this Agreement at the interconnection points set forth in Schedule 3.4.

" Total Energy Improvements Cost " shall mean the total amount of costs incurred by Seller, pursuant to the terms of this Agreement, the Construction Agency Agreement and the Funding Agents' Disbursement and Administration Agreement, in connection with the design, engineering, procurement, construction, start-up and testing of the Energy Improvements and the Other Customers Facilities, which amount shall not exceed $70 million, inclusive of (i) interest on any such cost incurred by Seller during construction and prior to the Service Commencement Date, at an interest raw equal to the Effective Interest Rate set forth in Schedule 4.1 (ii) all out-of-pocket costs, expenses and fees, including fees and expenses of all legal counsel of each such member's letter of credit bank, incurred by Seller's members in connection with the obtaining of a letter of credit in accordance with Section 2.4 of the Funding Agents' Disbursement and Administration Agreement and (iii) that portion of the cost of Transition Period O&M Services provided by Seller which Buyer, Seller and the Other Customers mutually agree should be capitalized pursuant to Schedule 3.2B.

" Transition Period O&M Services " means the operations and maintenance services provided by Seller prior to the Service Commencement Date, as more specifically set forth in Schedule 3.2B.

" Unit Variable Cost " shall have the meaning set forth in, and be determined in accordance with, Schedule 4.2.

" Unit Variable Share " shall have the meaning set forth in, and be determined in accordance with, Section 4.2.

ARTICLE II

TERM; CONDITIONS PRECEDENT

2.1 Term. This Agreement shall be in full force and effect, be legally binding upon the parties and their permitted successors and assigns, and be enforceable in accordance with its terms, as of the date first set forth above and shall remain in effect unless terminated earlier pursuant to the provisions of Section 2.4, Article IX, or Section 10.2, for an initial term of ten (10) Contract Years ("Initial Term") from the Service Commencement Date, and thereafter for any Renewal Term, as defined provided in Section 2.5 (the Initial Term and any Renewal Term being the "Term" of this Agreement).

2.2 Conditions Precedent to Sellers Payment of Total Energy Improvements Cost. Subject to the provisions of Seller's energy service agreement with VCR, the Construction Agency Agreement and the Funding Agents' Disbursement and Administration Agreement, Seller has agreed to pay the Total Energy Improvement Costs up to a maximum amount of $70 million dollars in the aggregate; provided however , that Seller's obligation to pay, or advance funds for the payment of, such costs shall be subject to the satisfaction or written waiver by Seller of each of the following conditions precedent:

(a) Seller shall have executed the Ground Lease with VCR and the Easement Agreement with the Buyer and GCSMC, respectively and the Ground Lease and the Easement Agreements, together with any financing statements required by Section 13.17, shall have been delivered to Lawyers Title Insurance Company for recording and recorded as soon as possible after such delivery but in no event later than contemporaneously with the recording of the Deed of Trust, as defined in the Funding Agents' Disbursement and Administration Agreement.

(b) there shall not be a Buyer Default under this Agreement, or Seller's energy services agreements with the Other Customers, an Event of Default of Landlord under the Ground Lease, an Event of Default under and as defined in the Funding Agents' Disbursement and Administration Agreement and/or a Construction Agent Event of Default, as defined in and, under the Construction Agency Agreement;

(c) Buyer and VCR shall have executed a Construction Agency Agreement, in the form of Appendix B to the VCR energy services agreement and VCR shall have executed the Assignment of Construction Documents attached thereto and the written consent, in the form attached to the Assignment of Construction Documents, of each of the other parties to the Construction Documents (as defined in the Construction Agency Agreement) shall have been obtained;

(d) All applicable conditions precedent to such funding as set forth in, and determined in accordance with, the Funding Agents' Disbursement and Administration Agreement shall have been satisfied, including but not limited to the delivery by VCR to the Disbursement Agent thereunder of the requisite Advance Request, the delivery by the Buyer of the requisite Notice of Funding Request and the delivery by VCR to Seller of the requisite Consultant's Certificate, with each such certificate in the form provided in the Funding Agents' Disbursement and Administration Agreement, together with such other certificates as may be required pursuant to the Funding Agents' Disbursement and Administration Agreement.

2.3 Service Commencement Date. The Service Commencement Date shall be deemed to occur on the first day of the calendar month immediately following the date that (i) HVAC Completion has occurred and (ii) the Opening Date, as defined in the Funding Agents' Disbursement and Administration Agreement has occurred. Buyer acknowledges that, pursuant to the Construction Agency Agreement, VCR shall cause HVAC Completion to occur no later than the Outside Completion Deadline (as defined and determined in accordance with the Funding Agents' Disbursement and Administration Agreement), which shall in no event be later than November 14, 2000.

2.4 Early Termination. (a) Subject to Section 2.4(b), in the event that (i) prior to the Service Commencement Date, an Event of Default as defined under the Funding Agents' Disbursement and Administration Agreement occurs for any reason other than a breach by Seller of its obligations thereunder or (ii) other than due to a breach by Seller of its obligations under this Agreement, the Service Commencement does not occur on or before the Outside Completion Deadline, Seller may, in its sole discretion terminate this Agreement upon written notice to Buyer. Upon such termination Seller shall have no further obligation to Buyer hereunder and VCR shall, on behalf of itself, Buyer and, except as otherwise provided in Seller's energy service agreement with VCR, GCSMC, pay Seller the Termination Payment, as set forth on Schedule 9.3. Upon such payment by VCR, Seller shall, except as otherwise provided in Seller's energy service agreement with VCR, execute and deliver to (A) VCR or its designee a quitclaim bill of sale transferring to VCR or such designee all of Seller's right, title and interest in and to the Central Plant and, unless this Agreement is not terminated pursuant to Section 2.4(b), deliver to Buyer or its designee a quitclaim bill of sale transferring to Buyer or its designee all of Seller's right, title and interest in and to the Other Facilities located at or connected to Buyer's Facilities, AS IS WHERE IS, free and clear from any liens or encumbrances of Seller, its agents (other than Buyer), contractors and/or Seller's Lender and (B) to each of the Other Customers or their designee, a quitclaim bill of sale transferring to each of the Other Customers all of Seller's right, title and interest in and to the Other Customers Facilities located at or connected to each of such Other Customers, AS IS WHERE IS, free and clear from any liens or encumbrances of Seller, its agents (other than Buyer), contractors and/or Seller's Lenders. Unless this Agreement is not terminated pursuant to Section 2.4(b), until such Termination Payment is made by VCR, Buyer shall be jointly and severally liable with VCR and GCSMC for payment of that portion of such Termination

Payment pursuant to this Section 2.4 representing an amount equal to Buyer's Divided Share multiplied by the Termination Payment.

(b) In the event that HVAC Completion has occurred and Seller has commenced providing Thermal Energy to Buyer and Final Completion is nevertheless not achieved by the Outside Completion Deadline, as provided in Section 2.3 and provided that Buyer is not otherwise in default of its obligations under this Agreement, Seller shall not terminate this Agreement, notwithstanding the fact that Seller may have elected to terminate its energy service agreements with the Other Customers pursuant to the terms and conditions thereof.

2.5 Renewal Upon Expiration of Term / Purchase Option

(a) Subject to paragraph (b) of this Section 2.5, upon the expiration of the Initial Term and the first and second Renewal Term (as hereinafter defined), Buyer shall have the option of either (i) terminating this Agreement, or (ii) subject to Section 2.5(b), extending the term of this Agreement for a Renewal Term (as hereinafter defined), or (iii) purchasing from Seller its (A) Divided Share of the Central Plant and (B) the Other Facilities, by paying to Seller the Purchase Option Payment determined in accordance with and pursuant to Schedule 2.5; provided however that such option by Buyer to terminate this Agreement or exercise such purchase option may only be elected by Buyer (A) upon written notice to Seller on or before the date which is one hundred and eighty (180) days prior to the expiration of the Initial Term or the applicable Renewal Term, as the case may be, and (B) in the event each of the Other Customers has elected, by similar written notice to Seller, to likewise terminate its energy services agreement with Seller or exercise its corresponding purchase option. In the event such purchase option is elected by Buyer and each of the Other Customers, upon exercise of such purchase option by Buyer and the Other Customers and the payment by Buyer of the Purchase Option Payment and payment by the Other Customers of the purchase option payment amount provided in such Other Customers' agreements with Seller, Seller shall execute and deliver to Buyer, the Other Customers or their designee a bill of sale transferring good and marketable title in and to, in the case of Buyer, the Central Plant and the Other Facilities, and, in the case of the Other Customers, the Other Customers Facilities, free and clear of any liens or encumbrances of Seller, its agents, contractors or Seller's Lenders. Alternatively, upon the exercise of such termination option by Buyer and each of the Other Customers, this Agreement shall terminate, subject to Seller's continuing right to occupy the Central Plant Site pursuant to the provisions of, and to the extent provided in, the Ground Lease.

(b) In the event that Buyer and each of the Other Customers have not elected to exercise their purchase option or terminate this Agreement pursuant to Section 2.5 (b), the term of this Agreement shall be automatically extended for an additional five (5) Contract Years (the period of each such renewal being a "Renewal Term") upon the same terms and conditions contained herein with the exception of the Capacity Payment paid by Buyer during any Renewal Term shall be revised in accordance with the provisions of Schedule 4.1(C); provided further however that unless otherwise agreed to in writing between Seller, Buyer and the Other Customers, and notwithstanding the provisions of Section 2.5(a), in no event shall the Term of this Agreement exceed twenty (20) Contract Years from the Service Commencement Date.

ARTICLE III

SCOPE OF SERVICES

3.1. Services Prior to and During Construction. Prior to the Service Commencement Date, Seller shall, subject to Section 4.4, provide Buyer with the engineering, fuel management planning, project management, and other services set forth in Schedule 3.1 (the "Engineering Services").

3.2 Operations and Maintenance Services.

(a) Commencing on the Service Commencement Date, Seller will provide, or caused to be provided, operations and maintenance services for the Central Plant (the "Central Plant O&M"), the Other Facilities ("Other Facilities O&M") and, to the extent requested by Buyer upon thirty (30) days prior written notice to Seller, Buyer's Equipment ("Buyer's Equipment O&M") (collectively, the "O&M Services") in accordance with the specifications, and operations and maintenance standards and procedures set forth in Schedule 3.2A. In the event Buyer requests Seller to operate and maintain Buyer's Equipment, the obligation of Seller to provide such operation and maintenance services shall be subject to Buyer and Seller first amending the O&M Budget adopted pursuant to Schedule 4.2 to reflect the Buyer's Equipment O&M Payments due Seller in connection with such operation and maintenance services.

(b) Prior to the Service Commencement Date, Seller will provide, or cause to be provided, certain preoperational operation and maintenance services ("Transition Period O&M Services") in connection with the Central Plant as set forth in Schedule 3.2B.

3.3 Energy Management Services. Commencing on the Service Commencement Date or such earlier date mutually agreed to by the parties in writing, Seller shall act as Buyer's broker with respect to the procurement of such supplies of electricity, natural gas and alternate fuels as are necessary to serve the energy requirements of Buyer's Facilities that are in addition to Buyer's Thermal Energy requirements (such services, the "Energy Management Services"). Seller shall, in the performance of the Energy Management Services, use reasonable efforts to assist Buyer in procuring and thereafter managing such supplies of electricity, natural gas and alternate fuels purchased by Buyer. Buyer and Seller shall implement, and Seller shall administer, an energy procurement plan designed to minimize, consistent with Buyer's reliability requirements and Seller's other obligations under this Agreement, the as-delivered cost of such electricity, natural gas and alternate fuels. Upon Seller's written request, Buyer shall execute each procurement agreement that Seller recommends; provided however , nothing herein shall be deemed to obligate Buyer to execute such agreements. Seller shall, with Buyer's assistance, make arrangements for the supply of electricity, natural gas or alternate fuels supplier(s) required to satisfy the energy requirements of Buyer's Facilities that are in addition to Buyer's Thermal Energy Requirements. Buyer shall be directly responsible for paying the costs of all such electricity, natural gas and alternate fuel and Seller shall not be deemed to have, and Buyer shall defend, indemnify and hold Seller harmless from any liabilities or obligations of Buyer to the suppliers of such electricity, natural gas or alternative fuels In the event that an Affiliate of any member of Seller provides such electricity, natural gas or alternate fuels to Buyer, Seller's compensation for such Energy Management Services shall be adjusted pursuant to the provisions of Section 4.3 in such event.

3.4 Central Plant Performance Penalties

(a) Seller acknowledges the importance to Buyer of the availability and quality of Thermal Energy from the Central Plant required to satisfy Buyer's Thermal Energy Requirements. Seller shall establish operation and maintenance procedures and maintain appropriate monitoring equipment, which monitoring equipment Buyer and Seller shall mutually agree upon and which Buyer shall cause the Contractor to install pursuant to the provisions of the Construction Management Agreement and the Construction Agency Agreement, the costs of which shall be included in the Central Plant Capital Costs (as defined in Schedule 4.1), in order to monitor the compliance of the steam and chilled water produced by the Central Plant with the standards set forth in Schedule 3.4 (the "Steam and Chilled Water Standards").

(b) Commencing on the Service Commencement Date and during the Term of this Agreement, upon discovery by either party of the unavailability of the Central Plant or failure of the Central Plant to deliver Thermal Energy meeting the Steam and Chilled Water Standards, such party shall, regardless of the cause thereof, immediately notify the other party and thereafter Seller shall use diligent efforts,

subject to reasonable Central Plant operating restrictions, to remedy such Central Plant unavailability and resume the production and delivery of Thermal Energy which satisfies the Steam and Chilled Water Standards. The costs of any corrections or modifications required to correct such Central Plant unavailability and/or failure of the Thermal Energy to satisfy the Steam and Chilled Water Standards shall be made at Seller's expense but only to the extent such unavailability or failure is due to the breach of Seller of its obligations under this Agreement and not due to an Event of Force Majeure, or the acts of any Person not acting on behalf of, or under contract with Seller in connection with the performance of its obligation under this Agreement, or the acts or omissions of Contractors under the Construction Documents and Construction Agreements, as each term is defined in the Construction Agency Agreement, VCR, in it's capacity as Construction Agent under the Construction Agency Agreement, or Buyer, or any of their respective subcontractors or vendors, and such parties' respective successors and/or assigns. To the extent the cause of such Central Plant unavailability or failure of the Thermal Energy to satisfy the Steam and Chilled Water Standards is not due to the breach by Seller of it's obligations under this Agreement, the cost of correcting the same shall be included in an amendment to the Current Contract Year O&M Budget pursuant to Schedule 4.2. Notification pursuant to this Section 3.4(b) shall be made in person or by telephone call and confirmed in writing. Seller shall not be responsible for compensating Buyer for any form of consequential, indirect or special damages or for lost profits or revenues as a result of unavailability of the Central Plant to satisfy Buyer's Thermal Energy Requirements or the failure of the Thermal Energy produced thereby to satisfy the Steam and Chilled Water Standards. Except as set forth in Section 3.4(c), Seller's payment of the costs to correct such cause of the Central Plant unavailability or non-conforming Thermal Energy shall be Buyer's sole and exclusive remedy against Seller due to a breach by Seller of its obligations under this Agreement which results in the failure of the Central Plant to be available to satisfy Buyer's Thermal Energy Requirements or to produce and deliver Thermal Energy to Buyer which satisfies the Steam and Chilled Water Standards and Buyer shall, subject to Article VII, indemnify, hold harmless and defend Seller against any claims, liability, damages, costs and expenses, including attorneys fees, arising from, incurred in connection with or suffered by Seller from any third party (other than Seller's employees, contractors, Affiliates and Seller's Lender) related to the unavailability of the Central Plant to satisfy Buyer's Thermal Energy Requirements and/or the failure of such Thermal Energy to satisfy the Steam and Chilled Water Standards. Buyer agrees not to seek contribution or reimbursement from Seller for any claims, liability, damages, costs or expenses, including attorneys fees, suffered or incurred by Buyer related to the unavailability of the Central Plant or the failure of such Thermal Energy to satisfy the Steam and Chilled Water Standard. In the event that any such failure to deliver Thermal Energy meeting the Steam and Chilled Water Standards is due to the acts or omissions of Contractor, Seller shall enforce any warranties and/or guaranties of Contractor which have been assigned to Seller by Contractor in writing pursuant to the Construction Management Agreement.

(c) Subject to Section 3.4(d), in the event that after the Service Commencement Date due to the breach of Seller's obligations under this Agreement the Central Plant is unavailable to satisfy Buyer's Thermal Energy Requirements or satisfy the steam and chilled water standard for more than 12 hours in any day, or for a total of more than 24 hours (cumulative) in any calendar quarter. Buyer shall be entitled to (A) terminate this Agreement, effective upon one day's prior written notice to Seller, and (B) purchase, together with the Other Customers, the Central Plant and the Other Facilities by paying the Seller the Termination Payment applicable at the effective date of such termination, in level monthly installments, at an interest rate equal to the Effective Interest Rate, as defined in Schedule 4.1, over a period equal to the balance of what would otherwise be the remaining Term of this Agreement as of the date of such termination. Upon the effective date of such termination, VCR shall assume complete responsibility for the operation and maintenance of the Central Plant and Buyer shall assume complete responsibility for the operation and maintenance of the Other Facilities, consistent with the standards set forth in this Agreement, and Seller shall have no further obligation or

liability to Buyer under this Agreement and Buyer shall indemnify and hold Seller harmless from all claims, liabilities, damages, costs and expenses arising after the termination date which are in any manner related to the Other Facilities. The exercise of such early termination and buyout option by Buyer shall be in lieu of all other remedies of Buyer pursuant to this Agreement or otherwise available at law or in equity. Those provisions of this Agreement necessary for Seller to enforce its right to payment of the Termination Payment shall survive termination of this Agreement and Buyer shall execute all documents reasonably required by Seller in order to secure Buyer's obligation to pay Seller the Termination Payment, including, but not limited to , necessary UCC filings granting Seller a first priority security interest in the Central Plant and the Other Facilities until the Termination Payment is paid in full.

(d) Buyer's right to terminate this Agreement pursuant to Section 3.4(c) shall be subject to the exercise, by a like written notice to Seller from the Other Customers of their election to exercise their right, pursuant to such Other Customers agreements with Seller, to terminate such agreements with Seller and purchase such Other Customers' (i) Divided Share of the Central Plant and (ii) Other Facilities, upon notice by Buyer to Seller of Buyer's exercise of its rights pursuant to Section 3.4 (c). Nothing in this Section 3.4(c) shall be deemed to give the Buyer the right to terminate this Agreement absent the contemporaneous notice written by the Other Customers terminating their respective energy services agreements with Seller and pay to Seller of the termination amounts due from such other Customers as set forth in such agreements.

(e) In the event that Seller is not in default of its obligations to Buyer pursuant to Section 3.4(b), but Seller has, nevertheless, defaulted in such performance obligations pursuant to its energy service agreements with one or both of the Other Customers and each of such Other Customers have elected to terminate their energy services agreement with Seller, in accordance with the provisions thereof, Buyer shall be entitled, subject to Section 3.4(d), to terminate this Agreement contemporaneous with such termination by each of the Other Customers and payment of the Termination Payment, as provided in Section 3.4(c).

ARTICLE IV

SERVICE FEES

4.1 Capacity Payments. Subject to Section 4.5 (b), commencing on the Service Commencement Date and for the balance of the Term, Buyer shall pay Seller during each Contract Year, in accordance with the billing and payment provisions of Section 4.5, the sum of (a) Buyer's Divided Share of the Central Plant Capacity Payment, as defined and determined in accordance with Schedule 4.1(A) and (B) the Other Facilities Capacity Payment, as defined and determined in accordance with Schedule 4.1(B); provided however that in the event that the Term of this Agreement is extended pursuant to Section 2.5, the Central Plant Capacity Payment and the Other Facilities Capacity Payment applicable during each such Renewal Term shall be determined in accordance with Schedule 4.1(C).

4.2 Operations and Maintenance Services Payments.

(a) Commencing on the Service Commencement Date, and for the balance of the Term, Buyer shall pay to Seller, in accordance with the billing and payment provisions of Section 4.5, Buyer's share of the Current Contract Year O&M Budget, as determined in accordance with Schedule 4.2.

4.3 Energy Management Services Payment. Commencing on the Service Commencement Date or such earlier date mutually agreed to by the parties in writing and for the balance of the Term of this Agreement, Buyer shall pay Seller during, in the event such Energy Management Services are provided prior to the Service Commencement Date from the date such services are provided until the Service Commencement Date and thereafter each Contract Year, in accordance with the billing and payment provisions of Section 4.5, of the costs of the Energy Management Services provided by Seller pursuant

to this Agreement (such payment, the "Energy Management Services Payment"). Buyer's Energy Management Services Payment in each Contract Year of this Agreement, shall be equal to Contract Year Amount less the Credit, if any, (defined below). For purposes of this Section 4.3, "Contract Year Amount" shall mean the product of Buyer's Proportionate Share and $75,000, and in each subsequent Contract Year, the Contract Year Amount established for the immediately preceding Contract Year, multiplied by the rate of the Consumer Price Index for the Western United States Region, or such other area mutually agreed to by the parties ("CPI Index") for the June of the Preceding Contract Year by CPI Index for June, 1997, as updated. For purposes of this Section 4.3, the "Credit" shall be equal to (A) the amount of profit realized by any Affiliate of Seller, or either of the members of Seller, under any supply agreement entered into between Seller and such Affiliate in connection with the Energy Management Services provided by Seller during such period; provided however that (1) the Credit, if any, shall in no event reduce Buyer's payment obligation pursuant to this Section 4.3 in any Contract Year to less than zero, and (2) no Credit shall be applied on account of any agreement between Seller and any Affiliate in connection with any assistance provided by such Affiliate to Seller in connection with Seller's preparation of the O&M Budget pursuant to Schedule 4.2. In the event Buyer elects to have Seller provide such Energy Management Services prior to the Service Commencement Date, Seller's obligation to provide such services shall be subject to the prior written agreement between the parties concerning the amount and method of Buyer's payment for such services; provided however that in no event shall the costs of such services prior to the Service Commencement Date exceed a monthly amount equal to Buyer's Proportionate Share of the Contract Year Amount for the first Contract Year or the daily prorata equivalent thereof for the period in which such services are provided.

4.4 Engineering Services Costs. Seller shall not be required to incur more than $50,000 in costs (including, but not limited to internal costs) associated with the provision the Engineering Services. The cost of such Engineering Services, in an amount not to exceed $50,000, shall be included in the Central Plant Capital Cost, as defined in Schedule 4.1.

4.5 Billings and Payments.

(a) Subject to Section 4.5 (b), commencing on the Service Commencement Date and for the balance of the Term, Seller shall invoice Buyer and Buyer shall pay Seller for the services rendered pursuant to this Agreement on a Billing Cycle basis. For each Billing Cycle, Seller shall invoice Buyer within fifteen (15) days after the end of each Billing Cycle, such invoice showing the separate charges for:

(i) One-twelfth of Buyer's Current Contract Year Capacity Payment, determined in accordance with Schedule 4.1;

(ii) One-twelfth of Buyer's share of the Current Contract Year O&M Budget, determined in accordance with Schedule 4.2;

(iii) the product of (x) the Unit Variable Costs applicable in the Current Contract Year, determined in accordance with Schedule 4.2 and (y) Buyer's actual, metered consumption of Thermal Energy during the Billing Cycle, taking into account the applicable conversion factors mutually agreed to between the parties in the context of the preparation of the Current Contract Year O&M Budget pursuant to Schedule 4.2;

(iv) one-twelfth of Buyer's share of the Energy Management Payment for the Current Contract Year, determined pursuant to Section 3.3;

(v) if applicable, any amounts due in connection with Buyer Additional Meters as provided in Section 5.1;

(vi) if applicable, any amounts due pursuant to the provisions of Section 4.7 or Section (c) of Article XII; and

(vii) any and all taxes and/or assessments, including, but not limited to any sales or use taxes, imposed on Buyer's consumption, or Seller's production or delivery to Buyer, of Thermal Energy during the Billing Cycle, or on Seller's provision of any other services to Buyer pursuant to this Agreement, which taxes and/or assessments are not otherwise included in the changes set forth in (i) through (vii) of this Section 4.5.

(b) In the event the Service Commencement Date has not occurred on or before April 21, 1999, commencing on May 1, 1999 and on the first day of each following month through the period ending on earlier of the Service Commencement Date or the date this Agreement is terminated pursuant to Section 2.4, Buyer shall pay Seller the Capacity Reservation Charge, as defined and determined in accordance with Schedule 4.1 (D).

(c) Prior to the Service Commencement Date, Buyer shall pay Seller, on a monthly basis and within thirty (30) days of the date of Seller's invoice (i) Buyer's Divided Share of the cost of the Transition Period O&M Services incurred by Seller during the preceding month and not otherwise capitalized pursuant to Schedule 3.2B plus (ii) the cost of any Thermal Energy provided to Buyer during the preceding calendar month in an amount equal to the product of the Unit Variable Costs and Buyer's actual, metered consumption of Thermal Energy during such period.

4.6 Delinquent Payments. Any invoice tendered for service by Seller pursuant to this Agreement shall be due and payable upon receipt by Buyer, and shall be deemed delinquent if not paid by Buyer within thirty (30) days of the postmark date. All delinquent invoices shall accrue interest from the postmark date of such invoices at the prime rate then in effect for Chase Manhattan Bank, N.A., as published in New York, New York, plus two percent (2%) per annum of the outstanding balance until paid.

4.7 No Liability for Other Customers. Except as provided in Section 2.4 in the event of the early termination of this Agreement, Buyer shall have no liability for the obligations of the Other Customers or, except as provided in Article XII, any other customer of Seller.

4.8 Additional Customers. Except as provided in Article XII of this Agreement, Buyer's and Buyer's Lender's prior written consent, which consent shall not be unreasonably withheld or delayed, shall be required prior to Seller entering into an agreement with any other person or entity, other than the Other Customers, to supply Thermal Energy from the Central Plant. Subject to the prior written consent of Buyer and Buyer's Lenders as provided herein, in the event that Seller enters into such agreement(s), such additional customers shall be charged an appropriate proportion of the cost of production of such thermal energy. The revenues Seller anticipates receiving in connection with any contractual commitments pertaining to such excess Thermal Energy sales, regardless of whether such revenues are actually received, shall be taken into account by Seller in determining the appropriate revisions, if any, to Buyer's Capacity Payments and O&M Services payment obligations to Seller pursuant to Sections 4.1 and 4.2, respectively, of this Agreement to reflect the contractual contribution, if any, of such anticipated third party revenues in reducing the capital, operation and maintenance costs of the Energy Improvements which Buyer is charged by Seller pursuant to this Agreement; provided however , that under no circumstances shall the costs paid by Buyer pursuant to this Agreement be increased as a result of Seller's agreement(s) with such additional customers.

ARTICLE V

METERING

5.l Metering Equipment. As part of the O&M Services, commencing on the Service Commencement Date and for the Term of this Agreement, Seller will maintain all required meters, instruments, recording devices, and other related data logging equipment required to measure and record Buyer's consumption of Thermal Energy from the Central Plant (collectively, the "Metering Equipment"). In addition, to the extent that Buyer may be permitted and elects to own and maintain utility meters ("Buyer Additional Meters") located at Buyer's Facilities under the terms of a utility tariff or service agreement with a utility or other energy supplier, Buyer may elect to have Seller finance, install and maintain at the cost of the Buyer Additional Meters, whereupon Buyer shall agree to reimburse Seller, upon mutually agreeable terms, for Seller's cost to finance and maintain such meters.

5.2 Testing. Commencing on the Service Commencement Date and during the balance of the Term of this Agreement, all Metering Equipment will be tested and calibrated by Seller in accordance with good industry practice. Test and calibration records will be provided to the Buyer. Buyer may request additional meter tests at any time in connection with the Metered Equipment; however, if a meter is subsequently found to have a variance for accuracy of less than three percent (3%) from the usage previously billed to Buyer, Buyer will bear the reasonable cost of such testing. Buyer Additional Meters, if any, shall be tested and calibrated by Seller to the extent permitted and provided pursuant to utility tariff or service agreement with the utility or other energy supplier.

5.3 Meter Interruptions. If a meter record related to any of the Metering Equipment is temporarily interrupted, Seller shall estimate the quantities of Thermal Energy taken by Buyer during the period of interruption based on Buyer's past or future usage patterns during a similar period and whatever other data or methodology is available for estimating Buyer's usage during the period of interruption.

ARTICLE VI

REPRESNTATIONS AND WARRANTIES

6.1 Seller Representations. Seller hereby represents and warrants that:

(a) It is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation and has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby;

(b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate action;

(c) This Agreement is a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law);

(d) To the best knowledge of Seller, as of the date of execution hereof, no Governmental Approval (other than any Governmental Approvals which have been previously obtained or disclosed, in writing, to Buyer) is required in connection with the due authorization, execution and delivery of this Agreement by Seller or the performance by Seller's of its obligations hereunder which Seller has reason to believe that it will be unable to obtain in due course on or before the date required for Seller to perform such obligations; and

(e) Neither the execution and delivery of this Agreement by Seller nor compliance by Seller with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the corporate charter or by-laws of the Seller or any contractual obligation of the Seller or (ii) to the best knowledge of Seller, results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any contractual obligation of the Seller.

6.2 Buyer Representations. Buyer hereby represents and warrants that:

(a) It is a corporation duly organized, validly existing and in good standing under the laws of the state of its formation and has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby;

(b) Buyer is the owner of Buyer's Facilities.

(c) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate action;

(d) This Agreement is a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law);

(e) To the best knowledge of Buyer, as of the date of execution hereof, no Governmental Approval (other than any Governmental Approvals which have been previously obtained or disclosed, in writing, to Seller) is required in connection with the due authorization, execution and delivery of this Agreement by Buyer or the performance by Buyer's of its obligations hereunder which Buyer has reason to believe that it will be unable to obtain in due course;

(f) Neither the execution and delivery of this Agreement by Buyer nor compliance by Buyer with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the corporate charter or by-laws, or any corporate governance document of the Buyer, or any contractual obligation of the Buyer, or (ii) to the best knowledge of Buyer, results in a condition or event that constitutes (or that, upon notice or lapse of time or both would constitute) an event of default under any contractual obligation of the Buyer; and

(g) all Governmental Approvals and consents of any third party required to construct the Other Facilities have or will be obtained on or before the date required, and all such Governmental Approvals and third party consents will, as of the date obtained and through the Service Commencement Date, be maintained in full force and effect and complied with in all material respects; and

(h) Buyer has not entered into any contracts or agreements with any other person regarding the provision of the services contemplated to be provided by Seller hereunder.

6.3 Covenant of Buyer. Buyer covenants that during the Term of this Agreement Seller shall be the exclusive supplier of Thermal Energy to Buyer; provided however that this restriction shall not be deemed to apply to the purchase by Buyer of Thermal Energy which is in excess of Buyer's Maximum Thermal Energy Requirements ("Excess Thermal Energy"); provided however that Buyer shall not enter into an agreement with any Person (other than Seller) with respect to the supply of such Excess Thermal Energy without first providing Seller with written notice and the opportunity to provide Buyer with such Excess Thermal Energy pursuant to a mutually agreed upon amendment to this Agreement or other written agreement between the parties. Nothing in this Agreement shall be deemed to obligate either party to enter into such amendment or agreement. In the event that the parties fail to enter into

a written agreement or amendment within six (6) months, or such lessor period reasonably consistent with the circumstances, of the date such written notice by Buyer, as such period may be extended by mutual written agreement of the parties, Buyer shall be free to enter into an agreement with a third party for the provision of such Excess Thermal Energy. In addition, as of the Service Commencement Date and for the Term of this Agreement, Buyer shall not operate its existing HVAC Plant, as defined in that certain Amended and Reciprocal Easement, Use and Operating Agreement between the Buyer and the Other Customers, to supply any of the Thermal Energy contemplated to be provided by Seller hereunder.

ARTICLE VII

INDEMNIFICATION AND INSURANCE

7.1 Indemnification.

(a) Except as otherwise explicitly provided for in this Agreement, each party shall be solely responsible for its own negligence, willful or reckless acts, or omissions, as well us the negligence, willful or reckless acts, or omissions of its members and their respective officers, directors, employees, agents, contractors, subcontractors, successors or assignees and each party agrees to indemnify, defend and hold harmless the non-indemnifying party, its officers, employees, directors, agents, contractors, subcontractors and assigns against any and all claims, actions, costs, expenses, damages and liabilities, including reasonably attorneys' fees, arising out of or in connection with the negligent, willful or reckless acts or omissions of the indemnifying party, its officers, directors, employees, agents, contractors, subcontractors or assignees.

(b) In addition to the provisions of Section 7.1 (a) and except as otherwise specifically provided in this Agreement, Buyer shall indemnity, defend and hold harmless Seller from and against:

(i)

any and all claims by, or liability to, Buyer, its members and their respective, officers, directors, employees, agents, contractors, subcontractors, assignees or any third party with respect to any assertion by Buyer, its members or a third party to any right, title or interest in the Other Facilities, other than liabilities or claims based upon the acts or omissions of Seller;

(ii)

except to the extent of liens permitted under the SECC Loan Documents or the Permitted Liens (as defined in the Funding Agents' Disbursement and Administration Agreement), any and all claims and/or liabilities resulting from or related to encumbrances, liens or claims placed on the Energy Improvements, the Central Plant Site or the Easements as a result of the acts or omissions of Buyer, its members and their respective officers, directors, employees, agents, contractors, subcontractors or assignees;

(iii)

any and all claims of any nature or liability of any nature arising from environmental, health safety or land use violations(s), hazard(s) or condition(s) on, affecting or related to the Other Facilities and the Easements granted by Buyer:

(A): existing prior to the date Seller takes possession of such Easements;
(B): arising after Seller such Easements, provided such violation(s), hazard(s) or condition(s) shall not result from or be caused by any acts or omissions of Seller, its members and their respective officers, directors, employees, agents, contractors, subcontractors or assignees; and/or

(iv)

any claim or liabilities resulting from a breach of Buyer's covenants, representations and warranties in this Agreement

(c) In addition to the provisions of Section 7.1 (a), Seller shall indemnify, defend and hold harmless Buyer from and against:

(i): any and all claims by, and liability to, Seller, its members and their respective officers, directors, employees, agents, contractors, subcontractors or assignees for (A) payment of amounts owed by Seller or for injuries, or property damage, sustained on the Central Plant Site, the Easements, or on Buyer's premises, except claims or liabilities resulting from or caused by the act(s) or omission(s) of Buyer, its members and their respective officers, directors, employees, agents, contractors, subcontractors or assignees or any third party not employed by or under contract with Seller in connection with the services provided by Seller pursuant to this Agreement.
(ii): except to the extent expressly permitted, any and all claims and liability resulting from encumbrances, liens or claims placed on Buyer's premises, the Central Plant Site and/or the Easements by Seller's Lender, Seller or by Seller or its members and their respective officers, directors, employees, agents, contractors, subcontractors or assigns, except such claims or liabilities resulting from or caused by the act(s) or omission(s) of Buyer, its members, and their respective officers, directors, employees, agents, contractors, subcontractors or assignees;
(iii): any and all claims of any nature and liability of any nature arising from environmental, health, safety or land use violations or hazards on, affecting or related to the Central Plant Site and the Easements after the date Seller takes possession of the Central Plant Site under the Ground Lease and the Easements under the Easement Agreement, except to the extent such violations, hazards or conditions existed prior to the date Seller takes possession of the Central Plant Site and the Easements and/or such violations, hazards or conditions are due to the acts or omissions of Buyer, its members, and their respective officers, directors, employees, agents, contractors, subcontractors, or assignees or any third party not employed by or under contract with Seller in connection with Seller's performance of its obligations pursuant to this Agreement; and/or
(iv): any claim or liabilities resulting from a breach of Seller's covenants, representations, and warranties in this Agreement.

(d) The duty of a party to defend, indemnify and hold harmless the other party shall also apply at the time of notification of any potentially responsible party designation under applicable federal, state or local environmental, health, safety or land use laws. The duty to indemnify, defend and hold harmless hereunder will continue in full force and effect, notwithstanding the expiration or early termination of this Agreement.

(e) The provisions of this Section 7.1 shall survive termination of this Agreement.

7.2 Seller's Insurance. Commencing on the date set forth on Schedule 7.2 with respect to each policy coverage and for the balance of the Term of this Agreement, Seller shall maintain at the policies and amounts of insurance as set forth in Schedule 7.2 with an insurance company or companies reasonably satisfactory to Buyer and qualified to do business in the State of Nevada and having a Best's rating not less than A-VII. Seller's costs of insurance shall be included in the computation of Buyer's payment obligation pursuant to Section 4.2 of this Agreement.

7.3 Buyer's Insurance. Commencing on the date set forth on Schedule 7.3 with respect to each policy coverage and for the balance of the Term of this Agreement, Buyer shall maintain at its sole cost and expense, the policies and amounts of insurance as set forth in Schedule 7.3 with an insurance company or companies reasonably satisfactory by Seller and qualified to do business in the State of Nevada and having a Best's rating not less than A-VIII.

7.4 Additional Insureds and Waiver of Subrogation. Seller and Buyer shall each name the other and their Affiliates as additional insureds on their commercial general liability, automobile liability and umbrella liability policies proceed in satisfaction of Section 7.2 of this Agreement. Further, Seller and Buyer waive their rights of recovery against each other at the extent of property and time element (business interruption/extra expense) insurance maintained or required to be maintained against each other. Further, Seller and Buyer will have their insurers providing the property and time element insurance under this Agreement endorse their policies to waive their rights of subrogation against each other, Affiliates of the Buyer and Seller and their respective lenders, and Contractor and all contractors and subcontractors engaged in the Project.

7.5 Evidence of Insurance. Within five (5) days of the date of this Agreement, Seller and Buyer shall each furnish to the other one or more certificates of insurance evidencing the existence of the coverages set forth in Sections 7.2 and 7.3, respectively. Each certificate shall state that the insurance carrier will give Seller and Buyer at least sixty (60) days written notice of any cancellation or material change in the terms and conditions of such policy during the periods of coverage.

ARTICLE VIII

DEFAULT

8.1 Seller Default. Any of the following events shall constitute a Seller Default:

(a) In connection with itself or its assets, Seller shall (i) consent to the appointment of a receiver or liquidator, (ii) make a general assignment for the benefit of creditors, (iii) file a petition for relief under the Federal Bankruptcy Code, or (iv) take similar action to commence a proceeding for relief under any other law relating to the bankruptcy, insolvency, reorganization, or winding up of itself or the composition or adjustment of its debts;

(b) An action shall commence in any court of competent jurisdiction for (i) the liquidation, reorganization, dissolution, or winding up of Seller or the composition or adjustment of its debts, (ii) the appointment of a trustee, receiver, liquidator or custodian of Seller or substantially all of its assets, or (iii) any similar relief under any law relating to Seller's bankruptcy or insolvency, provided such proceeding shall continue undismissed for ninety (90) days:

(d) Seller shall fail to perform any of its obligations under this Agreement and/or the Easement Agreement and/or the Construction Agency Agreement and/or the Ground Lease and fail to either (i), within thirty (30) days of written notice from Buyer of such failure to perform, cure such failure, or (ii) in the event such failure is not curable within such thirty day period, immediately initiate the actions necessary to cure such failure, diligently prosecute such actions until cure is effectuated and effectuate such cure within ninety (90) days of such Buyer's notice; provided however that the failure of Seller to produce and deliver Thermal Energy satisfying the Steam and Chilled Water Standards (as defined in Section 3.4) shall not be deemed a Seller Default provided Seller has corrected such failure and is otherwise in compliance with its obligations pursuant to Section 3.4.

8.2 Buyer Default. The following events shall constitute a Buyer Default:

(a) In connection with itself or its assets, Buyer shall (i) consent to the appointment of a receiver or liquidator, (ii) make a general assignment for the benefit of creditors, (iii) file a petition for relief under the Federal Bankruptcy Code, or (iv) take similar action to commence a proceeding for relief under any other law relating to the bankruptcy, insolvency, reorganization, or winding up of itself or the composition or adjustment of its debts;

(b) An action shall commence in any court of competent jurisdiction for (i) the liquidation, reorganization, dissolution, or winding up of Buyer or the composition or adjustment of its debts, (ii) the appointment of a trustee, receiver, liquidator or custodian of Buyer or substantially all of its assets, or (iii) any similar relief under any law relating to Buyer's bankruptcy or insolvency, provided such proceeding shall continue undismissed for ninety (90) days;

(d) Buyer shall fail to perform any of its obligations under this Agreement (other than the obligations described in and governed by Section 8.2(e) below), and/or the Easement Agreement and fails to (i), within thirty (30) days of written notice from Seller of such failure to perform, cure such failure or (ii) in the event such failure is not curable within such thirty (30) day period, immediately initiate the actions necessary to cure such failure, diligently prosecute such actions until cure is effectuated and effectuate such cure within a ninety (90) days of such Seller notice; or

(e) Buyer shall fail or refuse to pay any invoice rendered under this Agreement within thirty (30) days of Buyer's receipt of such invoice; provided , that, in the event that Buyer disputes in good faith any such invoice, Buyer shall pay that portion of the bill not in dispute when due and payable, and the disputed portion shall be submitted to arbitration under Section 13.1 of this Agreement, and pending resolution of the dispute, Buyer shall not be deemed in default of this Agreement for such disputed portion of the bill while pending resolution.

ARTICLE IX

REMEDIES

9.1 Seller's Remedies. Except as otherwise provided in Section 13.1 with respect to the resolution of certain disputes between Buyer and Seller, upon a Buyer Default, Seller may declare the Buyer to be in breach of this Agreement, subject to the provisions of the Consent and Agreement and the Funding Agents' Disbursement and Administration Agreement and (i) suspend service until Buyer either cures such default or, in the case of nonpayment, provides Seller with such written assurances and such security as Seller may reasonably request, (ii) terminate this Agreement and provide written notice to Buyer declaring the Termination Payment immediately due and payable or (iii) seek such other relief to which Seller may be entitled at law or equity; provided however that payment of the Termination Payment by Buyer shall be Seller's exclusive remedy against Buyer for damages related to the Service Fees which Buyer is obligated to pay Seller pursuant to Article IV of this Agreement and upon payment of such Termination Payment Buyer shall have no further obligation or liability to Seller under this Agreement except to the extent arising before the date of termination.

9.2 Buyer's Remedies. Except as otherwise provided in Sections 3.4(c) and 13.1, with respect to Seller's termination rights in connection with Seller's failure to deliver Thermal Energy satisfying the Steam and Chilled Water Standard and the resolution of certain disputes between Buyer and Seller, respectively, upon a Seller Default, Buyer may (i) terminate this Agreement by written notice to Seller, and (ii) seek such other relief to which Buyer may be entitled at law or equity.

9.3 Termination Payment. A schedule of the applicable Termination Payment which Seller shall be entitled in the event Seller elects to terminate this Agreement due to a Buyer Default or Buyer elects to terminate this Agreement pursuant to Section 3.4(c) or (e) is set forth in Schedule 9.3. The parties intend that the Termination Payment shall constitute liquidated damages and not a penalty. The parties agree that the injury to Seller or Buyer, as the case may be, as a result of termination of this Agreement is difficult to precisely estimate and that the Termination Payment is a reasonable estimate of the probable damage to such party as a result of such termination of this Agreement. Such

Termination Payment shall be in lieu of all other liabilities and remedies of the parties as a result of termination of this Agreement, other than liabilities and obligations pursuant to Article VII.

9.4 Survival. The provisions of this Article IX shall survive to the extent necessary after termination of this Agreement in order for either party to enforce it's rights and the obligations of the other party as of the date of termination.

ARTICLE X

FORCE MAJEURE

10.1 Suspension of Performance. Neither Buyer nor Seller shall be in default in respect of any obligation under the Agreement if the party is unable to perform its obligation by reason of an Event of Force Majeure; provided however that the suspension of performance shall be commensurate with the nature and duration of the Event of Force Majeure and the nonperforming party is using diligent efforts to restore its ability to perform; and provided further , that neither party shall be required to settle any strike, walkout, lockout or other labor dispute on terms which, in the sole judgment of the party involved in the dispute, are contrary to its interest. The party claiming nonperformance by an Event of Force Majeure shall provide prompt written notice to the other parry, setting forth the particulars thereof.

ARTICLE XI

LIMITATION ON LIABILITY

Neither Buyer nor Seller shall be responsible to the other in contract or in tort for any special, incidental or consequential loss or damage, including lost profits and opportunity costs, arising out of this Agreement.

ARTICLE XII

DELEGATION OF BUYER'S PAYMENT OBLIGATIONS

Seller hereby acknowledges and agrees that Buyer may, subject to the receipt of all necessary Governmental Authorizations, if any, which Governmental Authorization shall not impose any unreasonable burden or cost on Seller and/or Buyer, as determined in each party's sole reasonable discretion, delegate all or a portion of Buyer's payment obligations pursuant to Sections 4.1 through 4.3 of this Agreement to tenants of Buyer's Facilities (hereinafter, "Tenants"). Seller hereby consents to Buyer's delegation of Buyer's above stated payment obligation to Tenants, subject to the following terms and conditions:

(a) Seller, Buyer and the Tenant mutually agree in writing on that portion of the payments for which Buyer is obligated to pay Seller pursuant to Section 4.5(i) through (vii) that Tenant will pay to Seller;

(b) Buyer or Tenant shall have agreed to reimburse Seller for the installation of Metering Equipment for Tenant's location, to the extent necessary; and

(c) Seller shall bill directly to any Tenant in lieu of Buyer, and Tenant agrees to pay to Seller pursuant to an executed services agreement, such Tenant's share of Buyer's payment obligation, as provided under paragraph (a) of this Article XII; provided however , that in the event that Tenant is delinquent in its payment to Seller, as determined pursuant to the services agreement with Tenant, Buyer shall be liable to Seller for such delinquent Tenant payment.

ARTICLE XIII

MISCELLANEOUS

13.1 Resolution of Certain Disputes. In the event of a budget dispute, as set forth in Schedule 4.2, and/or a billing dispute between the parties, authorized representatives of Seller and Buyer shall meet and use good faith efforts to mutually resolve such dispute by negotiation. In the event that the parties are unable to resolve such dispute by negotiation, then such dispute shall be resolved by arbitration pursuant to the provisions of Appendix C of this Agreement. Neither party shall suspend or otherwise fail to perform its obligations under this Agreement pending the outcome of such dispute resolution process.

13.2 Assignment. Without limiting Buyer's delegation rights pursuant to Article XII of this Agreement and except as provided in Sections 13.2(a) and (b), below, neither party shall assign its rights nor delegate its obligations under this Agreement without first having obtained the written consent of the other party, which consent shall not be unreasonably withheld or delayed, provided that Buyer may assign its rights and delegate its obligations under this Agreement to a purchaser of the convention center portion of the Project, so long as such purchaser agrees to assume Buyer's obligations under this Agreement from and after the date of such assignment in a document reasonably satisfactory to Seller and so long as all payments by Buyer hereunder are current as of the date of such assignment; provided however that no such assignment shall be deemed to release Buyer of its obligations under this Agreement through the date of such assignment.

(a) Seller may, without the consent of Buyer, collaterally assign its rights under this Agreement to Seller's Lender, provided that Buyer's rights and remedies, as provided in this Agreement, and Buyer's Lenders rights pursuant to the Consent and Agreement, are not diminished or materially adversely affected thereby; provided , however that in the event Seller's Lender exercises its rights pursuant to such assignment to assume Seller's obligations pursuant to this Agreement, Seller will require, as a condition to the exercise of such rights by Seller Lender, that Seller's Lender cause the Energy Improvements to be operated and maintained by an experienced and reputable operator of heating and cooling facilities reasonably satisfactory to Buyer and Buyer's Lender.

(b) Seller acknowledges and consents to Buyer's assignment of its rights and obligations under this Agreement to Buyer's Lenders pursuant to the Consent and Agreements.

13.3 Governing Law. This Agreement shall be construed in accordance with and shall be enforceable under the laws of the State of Nevada, without giving effect to principles related to conflicts of law.

13.4 Venue; Jurisdiction. Any action at law, suit in equity or other proceeding against any party with respect to any term or provision of this Agreement, including enforcement of the decisions in arbitration pursuant to Section 13.1 (but excluding such terms or provisions under dispute that the parties have agreed to submit in the first instance to arbitration for resolution pursuant to Section 13.1) shall be brought and maintained in the Supreme Court of the State of Nevada, or such lower court of the State of Nevada having jurisdiction over the subject matter, or in a United States District Court in Nevada. Each of the parties hereby (i) submits, to the fullest extent permitted by applicable law, to the exclusive jurisdiction of such courts for the purposes any action, suit or proceeding set forth above, and (ii) agrees, to the fullest extent permitted by applicable law, that service of all writs, processes and summonses in any such action, suit or proceeding brought in the State of Nevada, may be made upon such person in the manner provided for notices under this Agreement. The foregoing provisions of this Section shall not be construed to limit the right of either party to serve any such writ, process or summons in any manner permitted by applicable law. Each party further agrees that a final judgment or order in any such action, suit or proceeding may be enforced against such party in any other

jurisdiction by suit on such judgment or order or in such other manner as may be permitted by applicable law. Each party hereby waives, to the fullest extent permitted by applicable law, any objection which such party now has or hereafter may have to the lying of venue of any such action, suit or proceeding brought or maintained in the Supreme Court of the State of Nevada, or such lower court of the State of Nevada having jurisdiction over the subject matter, or a United States District Court in Nevada. The provisions of this Section shall survive any termination or expiration of this Agreement, ad shall be binding on each party's successors and assigns.

13.5 Notice. All notices hereunder shall be sufficient if sent by registered or certified mail postage prepaid, addressed:

If to Seller:		Atlantic Pacific Las Vegas LLC 5100 Harding Highway Mays Landing, New Jersey 08330 Attention: President Telefax (609) 625-3866
If to Buyer:		Interface Group-Nevada, Inc. Room 1B Las Vegas, Nevada 89109 Attention General Counsel Telefax: (702) 733-5499

provided , that either Seller or Buyer may by like notice designate any further or different address or addresses or person to which notices shall be sent.

13.6 Confidentiality. Each Party, on its behalf and behalf of its Affiliates, and the directors, officers, employees, advisors, agents and representatives of each, hereby covenants to the other Parties that:

(a): it will not disclose in any manner the Confidential Information of another Party to any person that is not a director, officer, employ, advisor, agent or representative of it or its Affiliate, without the other Party's prior written consent;
(b): it will, at all times, safeguard the Confidential Information of another Party with no less than the same standard of care with which it safeguards its own Confidential Information; and
(c): it will not use the Confidential Information received by it except for the purposes of this Agreement.

The Confidential Information of each Party shall at all times remain the absolute property of it. None of the Parties, nor each of its Affiliates, including the directors, officers, employees, advisors, agents and representative of each, shall be liable to another Party with respect to the disclosure of any Confidential Information that (i) enters the public domain through no fault of it, (ii) is required, or is reasonably believed to be required by the disclosing Party, to be disclosed pursuant to law, provided, that the disclosing Party shall notify the Party to whom the Confidential Information belongs in writing prior to such disclosure and shall, afford the Party to whom the Confidential Information belongs reasonable opportunity to seek a protective decree or order with respect to the Confidential Information, (iii) the disclosing Party can demonstrate was in its prior possession through no malfeasance or misconduct, or was independently developed, without benefit of having received such Confidential Information from the Party to whom such Confidential Information belongs, and (iv) it discloses with the prior, written consent of the Party to whom such Confidential Information belongs.

Without otherwise limiting the foregoing, Buyer and Seller each hereby grants their respective consents, upon written notice received by the other, to the disclosure of their respective Confidential

Information to Buyer's Lender of either Buyer or Seller, provided , upon request of either Party, that any such Buyer's Lender enter into a confidentiality agreement with respect to such Confidential Information.

13.7 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

13.8 Entire Agreement. The Agreement constitutes the entire agreement between the Parties with respect to the matters contained herein and all prior agreements with respect thereto are superseded hereby. No amendment or modification hereof shall be binding unless duly executed by both Parties. Waiver of any provision of this Agreement by a Party shall not be deemed to have been given by such Party unless given in writing.

13.9 Severability. Any provision hereof that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction and to the fullest extent permitted by applicable law, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and without affecting the validity or enforceability of any provision in any other jurisdiction.

13.10 Third Party Beneficiaries. Seller and Buyer acknowledge that, except as set forth in Article XIII, the provisions of this Agreement are intended for the sole benefit of Seller and Buyer. Except as provided in Article XIII of this Agreement in connection with assignments undertaken by either party in conformance with the provisions of this Agreement, there are no third party beneficiaries, express or implied, to this Agreement.

13.11 Section Headings. The section headings used in this Agreement are for convenience only and shall not affect the construction of any terms of this Agreement.

13.12 Incorporation of Exhibits. The Exhibits attached hereto and referred to herein are a part of this Agreement for all purposes.

13.13 Non-Waiver. None of the provisions of this Agreement shall be considered waived by either party except when such waiver is given in writing. The failure of either party to insist in any instance on strict performance of any of the provisions of this Agreement shall not be construed as a waiver of any such provision or the relinquishment of any present or future rights hereunder.

13.14 Independent Parties. Nothing contained in this Agreement shall be deemed or construed for any purpose to establish, between the parties, a partnership or joint venture, a principal-agent relationship, or any relationship other than customer and supplier.

13.15 Binding Agreement. This Agreement shall be binding upon and, to the extent permitted in this Agreement, shall inure to the benefit of the parties and their respective permitted successors and assigns.

13.16 Estoppel Certificates. Upon the reasonable prior request by Seller or Buyer (the "Requesting Party"), the other party (whichever party shall have received such request, the "Certifying Party") shall furnish to the Requesting Party a certificate signed by an individual having the office of vice president or higher in the Certifying Party certifying that this Agreement is in full force and effect to the best knowledge of the signer of such certificate, whether or not the Requesting Party is, to the best knowledge of the Certifying Party, in default under any of its obligations hereunder (and, if so, the nature of such alleged default); and such other matters under this Agreement as the Requesting Party may reasonably request. Any such certificate so furnished may be relied upon by the Requesting Party, and any existing or prospective mortgagee, purchaser or lender, and any accountant or auditor, of, from or to the Requesting Party.

13.17 Ownership of the Energy Improvements. Anything to the contrary in this Agreement or any document or instrument executed in connection with the transactions contemplated hereby notwithstanding (collectively, the "Operative Documents"), the parties hereto intend and agree that, with respect to the nature of the transactions evidenced by this Agreement in the context of the exercise of remedies under the Operative Documents relating to and arising out of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any state or commonwealth thereof affecting Buyer, Seller or any Buyer's Lenders or Seller's Lenders or any enforcement or collection actions, solely to protect the Seller in the event the transactions evidenced by this Agreement are recharacterized as loans, the Buyer hereby grants a security interest or lien, as the case may be, to Seller in the Energy Improvements and the other items and types of collateral described herein.

[Remainder of this page left blank]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered as of the date and day first above written.

		ATLANTIC-PACIFIC LAS VEGAS, LLC ( "Seller" )
		By:		ATLANTIC THERMAL SYSTEMS, INC. a managing member
		By:		/s/ CARL H. FOGLER Name: Carl H. Fogler Title: Vice President
		INTERFACE GROUP-NEVADA, INC. ( "Buyer" )
		By:		/s/ DAVID FRIEDMAN Name: David Friedman Title: Secretary

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Exhibit 10.9

ENERGY SERVICES AGREEMENT AMENDMENT NO. 1

This Amendment No. 1 is entered into as of this First day of July, 1999, by and between Atlantic-Pacific Las Vegas, LLC, a Delaware limited liability company ("Seller"), and Interface Group-Nevada, Inc., a Nevada corporation, ("Buyer"). Capitalized terms used herein have the same meaning as used in the Agreement defined below.

WITNESSETH:

WHEREAS, Buyer and Seller have entered into an Energy Services Agreement (the "Agreement"), dated May 1, 1997; and

WHEREAS, Seller has established a staff of full time employees for the purpose of providing Operations and Maintenance Services pursuant to Article 3.2 of the Agreement, and

WHEREAS, Buyer's affiliate, Venetian Casino Resort, LLC (VCR), has established a staff of full time employees for the purpose of operating and maintaining Other Customer's facilities, and

WHEREAS, VCR and Seller have mutually agreed to utilize the services of each others employees to the extent appropriate and practical ("Staff Consolidation") for the purpose of minimizing the size of each staff, such minimization resulting in significant labor cost savings, and

WHEREAS, in connection with the Staff Consolidation as described herein, Buyer and Seller agree that VCR shall direct and supervise Seller's employees, subject to the provisions and qualifications contained in the Agreement and this Amendment No. 1.

1.: Section 3.3, Energy Management Services, add the following after the fourth sentence:

Buyer shall have the right, but not the obligation, to (i) review the performance of the Energy Management Services on an on-going basis, (ii) provide comments and suggestions regarding the performance of the Energy Management Services, and (iii) make recommendation regarding the purchase of supplies of electricity, natural gas, and alternate fuels. Notwithstanding the second sentence of this Section 3.3, Seller shall consider such suggestions and recommendations during the discharge of its obligations herein, and implement them.

2.: Section 4.2 (a), Operations and Maintenance Services Payments, replace the word "Contract" with the word "Budget" in the third line.
3.: Section 4.5, Billings and Payments, delete paragraph (iii) in its entirety and revise the numbering of the succeeding paragraphs accordingly.
4.: Section 4.5 (c), Billings and Payments, delete the word "plus" in the fourth line and delete "(ii) the cost of any Thermal Energy provided to Buyer during the preceding calendar month in an amount equal to the product of the Unit Variable Costs and Buyer's actual, metered consumption of Thermal Energy during such period".
5.: Section 7.2, Seller's Insurance, Replace "set forth on Schedule 7.2" in the first line with "of this Agreement".

6.: Section 7.5, Evidence of Insurance, add the following sentence at the end of the paragraph: "Buyer and Seller shall, on each anniversary date of this Agreement, provide revised and updated certificates to the other party, if necessary. Buyer and Seller agree that prior to providing such certificates, each party will review the insurance requirements of this Agreement for the purpose of confirming that such requirements remain appropriate and that no duplication of insurance exists between Buyer and Seller".
7.: Section 13.5, Notice, revise Seller's address to the following:

Atlantic Pacific Las Vegas, LLC
1825 Atlantic Avenue
Atlantic City, NJ 08400
Attention: General Manager
Telefax (609) 572-7200

8.

SCHEDULE 3.2A, Operation And Maintenance Services ,

A.: add the following at the end of the first sentence of the first paragraph: "in a manner which is consistent with the mission and goals of Buyer's and Other Customer's business operations".
B.: add the following at the beginning of the second paragraph: "Seller will integrate its operations and maintenance staff ("Staff Consolidation") with the staff of the Venetian Casino Resort, LLC building maintenance staff (the "Venetian Facilities Department") for the purpose of organizational coordination and utilization of the talents and capabilities of members of the integrated staff by either the Venetian Facilities Department or Seller. The Venetian Facilities Department shall direct and supervise Seller's operation and maintenance services (such direction and supervision to include, without limitation, decisions with respect to the implementation of Staff Consolidation and decisions with respect to the amount of Seller's personnel that is necessary for Buyer's and Other Customer's business operations) to the extent necessary to realize the benefits of Staff Consolidation; provided however that under no circumstances shall Seller be directed to perform operation and maintenance services that would be inconsistent with Prudent Operating Practice and/or Seller's obligations under this Agreement. Any dispute in connection with the proviso clause of the preceding sentence shall be resolved in accordance with clause (3) of Amended and Restated Schedule 4.2. To the extent directed by Buyer,"
C.: replace the fourth sentence of the second paragraph with the following sentence: "VCR shall supply, or cause to be supplied, all goods and materials required to operate and maintain the Central Plant, the Other Facilities, and Buyer's Equipment, unless VCR directs Seller to do, in which case, the cost of such goods and materials shall be included in Seller's O&M Budget."

D.: replace the fourth paragraph of Section I. Staffing , with the following:

"Seller will execute the work by providing a staff which, as of the HVAC Completion date, consists of the types and quantity of the following personnel:

•	Energy Facility Manager	1
•	Maintenance Manager	1
•	Central Plant Manager	1
•	Environ/Safety Manager	1
•	Shift Supervisors	4
•	Maintenance Clerk	1
•	Administrative Assistant	1
•	Senior Facilities Technicians	19
•	Assistant Facilities Technicians	2
•	Central Plant Operators	10
•	Instrument/Electricians	3
•	Duty Engineers	3"

9.: SCHEDULE 4.2, O&M Services Payment Determination, replace SCHEDULE 4.2 with the attached AMENDED AND RESTATED SCHEDULE 4.2,
10.: All references in the Agreement to "Unit Variable Cost" or "Unit Variable Share" shall be deemed deleted.

IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 to be duly executed and delivered as of the date and day first above written.

Interface Group-Nevada, Inc. ("Buyer)		Atlantic Pacific Las Vegas, LLC ("Seller")
By:	/s/ DAVID FRIEDMAN	By:	/s/ CARL H. FOGLER
Name:	David Friedman	Name:	Carl H. Fogler
Title:	Secretary	Title:	Vice President

AMENDED AND RESTATED SCHEDULE 4.2

O&M Services Payment Determination

(1) Adoption of Projected O&M Budget. Ninety (90) days before the projected Service Commencement Date, and Sixty (60) days before each Projected Budget Year, (as defined below), and, if applicable, any Renewal Term, Seller shall prepare and submit to Buyer a proposed, O&M Budget (or "Projected O&M Budget") for operating and maintaining the Central Plant, the Other Facilities and (to the extent applicable) Buyer's Equipment on a calendar year basis. The initial budget period will consist of the number of months between the Service Commencement Date and the end of the calendar year in which the Service Commencement Date occurs. Subsequent budget periods shall consist of the twelve calendar months of the year (each such period, the "Projected Budget Year"). For purposes of this Agreement, the Budget Year that immediately precedes the Projected Budget Year shall be referred to as the "Current Budget Year" and the O&M Budget applicable to the Current Budget Year shall be referred to as the "Current O&M Budget":

The Projected O&M Budget shall include Seller's itemized, projected costs in the Projected Budget Year for the Budget Year Fixed Costs associated with each of the Central Plant O&M, Other Facilities O&M, and (to the extent applicable) Buyer's Equipment O&M.

Budget Year Fixed Costs shall include:

(a) all direct on-site labor and supervision and all associated overheads, inclusive of "Fully Burdened Payroll Costs" (defined below);

(b) insurance premiums or deductibles;

(d) a capital improvement cost allowance, mutually agreed upon by the parties, consistent with allowing Seller to recover the reasonable costs of major repairs, replacements or capital investments in respect of the Energy Improvements based upon monthly amortization schedule of the recovery such capital costs over the lesser of (A) the useful life of such capital improvements or (B) the balance of the Term of this Agreement, at an assumed interest rate equal to the Effective Interest Rate;

(e) a reasonable working capital allowance;

(f) all amounts payable under that certain purchase order agreement between Seller's O&M Contractor, Central Plants, Inc., and Water & Energy Systems Technology, Inc. (WEST), unless and until such agreement is, at Buyer's request and if WEST consents, assigned to Buyer; and

(g) other fixed costs to perform normal day-to-day operations and maintenance activities.

In addition, the Projected O&M Budget shall set forth and account for a reconciliation of the variance between the actual operation and maintenance costs for (A) the Current Budget Year, and (B) the Projected Budget Year, accounting in such reconciliation for (1) the variances between actual and budgeted line item costs during the Current Budget Year and (2) the exclusion of any costs incurred by Seller as a result of the breach of its obligations pursuant to this Agreement. Buyer and Seller may set forth a schedule for a reconciliation of the variance between actual operation and maintenance costs for a period of time other (longer or shorter) than the Current Budget Year upon the mutual written agreement of Seller and Buyer.

With respect to the reconciliation accounting set forth in the preceding paragraph, a debit or credit shall be applied in the Projected O&M Budget, in the event that the actual operation and maintenance costs for the Preceding Budget Year are either less or more than the amount of operation and maintenance payments projected paid by Buyer during the Projected Budget Year. The debit, in the case of an overpayment by Buyer, or credit, in the case of all underpayment by Buyer, shall be equal to

the total amount of overpayment or underpayment in such Preceding Budget Year multiplied by one plus an interest charge equal to the prime rate than in effect for Chase Manhattan Bank, N.A., published in New York, New York.

The Projected O&M Budget shall also include a fixed management fee of $500,000 per Contract Year (the "Contract Year Fee Amount") multiplied by the Buyer's Divided Share. The Contract Year Fee in each subsequent Contract Year shall equal the Contract Year Fee Amount established in the immediately preceding Contract Year, multiplied by the rate of the Consumer Price Index for the Western United States Region, or such other area mutually agreed to by the Parties ("CPI Index"), for the June of the Preceding Contract Year by CPI Index for June 1999, as updated.

For purposes of this Agreement, "Fully Burdened Payroll Cost" shall mean all hourly-wages for its on-site operations and maintenance labor personnel plus all associated employer contributions to (i) benefit plans (including all employer contributions to any medical, dental, vision, life insurance, 401K or other pension plan); (ii) all applicable payroll taxes (including federal social security and any required employer contributions by any state or local governmental authority); (iii) a reasonable allowance for any employee training program; and (iv) a reasonable allowance for on-site personnel uniforms and, if customary, meals.

Buyer shall promptly review Seller's Projected O&M Budget and may, in writing, request reasonable changes, additions, deletions and modifications. Seller and Buyer will then meet and use their best efforts to agree, within forty five (45) days of the projected Commencement Date and, thereafter, January 1 of the Projected Budget Year upon a final Projected Annual Budget for such Projected Budget Year; provided however that under no circumstances shall Seller be required to amend the scope and/or cost of its Projected Annual Budget if such amendment would be inconsistent with Prudent Operating Practices and/or Seller's obligations under this Agreement.

(2) Buyer's Share of the O&M Budget. The Budget Year Fixed Costs set forth in the Projected O&M Budget shall be invoiced to Buyer by Seller in accordance with Section 4.5.

Buyer's share of the Budget Year Fixed Costs ("Fixed Share") shall be set forth in the Projected O&M Budget and shall be equal to the sum of:

(i) that portion of the Budget Year Fixed Costs attributable to the Central Plant O&M, multiplied by the Divided Share;

(ii) that portion of the Budget Year Fixed Costs attributable to the Other Facilities O&M;

(iii) that portion of the Budget Year Fixed Costs attributable to the Buyer's Equipment O&M; and

(iv) any debit or credit arising from the reconciliation accounting procedure set forth above.

(3) Resolution of Budget Disputes. In the event of a dispute between the parties with respect to the approval of or implementation of the Projected O&M Budget, Seller and Buyer shall meet and use their best efforts to mutually resolve such dispute by negotiation. In the event that the parties are unable to resolve the dispute by negotiation within thirty (30) days prior to the commencement of the Projected Budget Year, then such dispute shall be resolved by arbitration pursuant to the provisions of Appendix C of this Agreement. Pending resolution of the dispute, the Projected O&M Budget prepared by Seller shall go into force and effect when the Projected Budget Year becomes the Current Budget Year; subject to refund to Buyer based upon the outcome of such dispute resolution.

(4) Audit. Seller shall provide Buyer with access to such books and records of Seller as may be reasonably required in order for Buyer to verify the actual operation and maintenance costs of Seller in any Budget Year for purposes of verifying any reconciliation of such costs against the Projected O&M Budget as described in this Schedule 4.2.

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ENERGY SERVICES AGREEMENT AMENDMENT NO. 1
WITNESSETH
AMENDED AND RESTATED SCHEDULE 4.2

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Exhibit 10.20

ADDENDUM TO SANDS RESORT HOTEL & CASINO AGREEMENT

THIS ADDENDUM to the Sands Hotel and Casino Agreement (hereinafter referenced the "AGREEMENT") is made and entered into on this 16th day of September, 1997, by and between the COUNTY OF CLARK, a political subdivision of the State of Nevada (hereinafter referenced the "COUNTY") and LAS VEGAS SANDS, INC., a Nevada corporation (hereinafter referenced the "DEVELOPER").

The initial addresses of the Parties, which one Party may change by giving notice to the respective other Parties, are as follows:

COUNTY		DEVELOPER
M.J. Manning, Director Department of Public Works for Clark County, Nevada 500 South Grand Central Parkway Las Vegas, Nevada 89155-4000 (702) 455-6020 FAX (702) 455-6040		William P. Weidner, President Las Vegas Sands, Inc. 3355 Las Vegas Boulevard South Las Vegas, Nevada 89109 (702) 733-5726 (702) 733-5499

W I T N E S S E T H

WHEREAS, on the 18th day of February, 1997, the COUNTY and the DEVELOPER entered into an AGREEMENT to allow the DEVELOPER to construct a new resort on property more fully described in Exhibit "A" attached to the AGREEMENT; and,

WHEREAS, the DEVELOPER has submitted to the COUNTY a traffic impact evaluation study that in part assumes the existence of a joint access driveway between the DEVELOPMENT and Harrah's Hotel and Casino; and,

WHEREAS, the Board of County Commissioners of the COUNTY has conditionally approved DEVELOPER's Traffic Impact Evaluation Study with respect to the portion of the study pertaining to a general access driveway with Harrah's; and,

WHEREAS, the DEVELOPER desires to supplement the AGREEMENT by providing that COUNTY shall issue additional permits to allow DEVELOPER to commence construction of the resort; and,

WHEREAS, the COUNTY desires to issue the additional permits and allow commencement of construction.

NOW THEREFORE, in acknowledgement that the foregoing is reasonably necessary, and for and in consideration of the premises and mutual covenants contained in the AGREEMENT and this Addendum, the Parties hereto agree to modify the AGREEMENT as follows:

The following clause shall be added as a recital:

WHEREAS, THE DEVELOPER further desires to have the COUNTY issue structural, mechanical, electrical, plumbing, and architectural permits for the South Tower (PAC #97-11054, #97-16518), the South Low Rise Areas (PAC #97-13633, #97-20323, #97-21799) and the East Site (PAC # 97-11070, #97-21018) within Phase I of the DEVELOPMENT prior to the COUNTY's final approval of the Traffic Impact Evaluation Study and full compliance with all the provisions therein, so

that the phrase "BUILDING PERMITS," whenever used in this AGREEMENT, shall include the aforesaid permits.

The following clause shall be added to Article III:

3.7 COUNTY's Issuance of the Structural, Mechanical, Electrical, Plumbing and Architectural Permits

The COUNTY agrees to issue structural, mechanical, electrical, plumbing and architectural permits for the South Tower (PAC #97-11054, #97-16518), the South Low Rise Areas (PAC #97-13633, #97-20323, #97-21799), and the East Site (PAC # 97-11070, #97-21018) within Phase I of the DEVELOPMENT provided the DEVELOPER has received all approvals required by the COUNTY for the issuance of the aforementioned permits and has satisfied all conditions relating to the issuance of said permits, including but not limited to the condition that the DEVELOPER reach a final agreement with Harrah's regarding the joint access driveway which is acceptable to the COUNTY, except for the following conditions: (a) the final approval of the Traffic Impact Evaluation Study and compliance with all conditions of the study other than the joint access driveway agreement condition; and (b) compliance with the Clark Code requirements for off-site improvements.

Developer understands and agrees that this Addendum is limited to the permits listed herein above only. Any and all additional permits required for the DEVELOPMENT must be obtained through DEVELOPER's compliance with the Clark County Code and all other codes, regulations, rules and policies of the COUNTY. Such additional permits will not be issued until the DEVELOPER has compiled with the Clark County Code and all other codes, regulations, rules and policies of the COUNTY including but not limited to the Traffic Impact Evaluation Study as finally approved by the Board of County Commissioners of the COUNTY along with the conditions adopted by the Board of County Commissioners of the COUNTY.

The remainder of the AGREEMENT dated February 18, 1997 remains unchanged.

IN WITNESS WHEREOF, the parties hereto have duly executed this Addendum as of the date first set forth.

COUNTY:		DEVELOPER:

/s/ YVONNE ATKINSON GATES YVONNE ATKINSON GATES, Chair Clark County Board of County Commissioners		/s/ WILLIAM P. WEIDNER WILLIAM P. WEIDNER, President Las Vegas Sands, Inc., a Nevada Corporation
ATTEST:		APPROVED AS TO LEGALITY AND FORM:

/s/ LORETTA BOWMAN LORETTA BOWMAN Clark County Clerk		/s/ CHRISTOPHER FIGGINS CHRISTOPHER FIGGINS Deputy District Attorney, Clark County

SANDS RESORT HOTEL & CASINO AGREEMENT

THIS AGREEMENT is made and entered into on this 18th day of February, 1997, by and between the COUNTY OF CLARK, a political subdivision of the State of Nevada (hereinafter referenced the "COUNTY") and LAS VEGAS SANDS, INC., a Nevada corporation (hereinafter referenced the "DEVELOPER").

The initial addresses of the Parties, which one Party may change by giving notice to the respective other Parties, are as follows:

COUNTY		DEVELOPER
M.J. Manning, Director Department of Public Works for Clark County, Nevada 500 South Grand Central Parkway Las Vegas, Nevada 89155-4000 (702) 455-6020 FAX (702) 455-6040		William P. Weidner, President Las Vegas Sands, Inc. 3355 Las Vegas Boulevard South Las Vegas, Nevada 89109 (702) 733-5726 (702) 733-5499

W I T N E S S E T H:

WHEREAS, the DEVELOPER has obtained from the COUNTY a Use Permit (UC 1769-96) to construct a new resort to be located on the east side of Las Vegas Boulevard South and south side of Sands Avenue within Section 16 of Township 21 South and Range 81 East, Mount Diablo Meridian, Clark County, Nevada and more fully described in Exhibit "A" attached hereto and by this reference made a part hereof (hereinafter referenced the "DEVELOPMENT"); and,

WHEREAS, the proposed DEVELOPMENT is projected to cause increased pedestrian and vehicular traffic as well as possible surplus storm water runoff that may exceed the capacity of existing facilities located in or adjacent to Las Vegas Boulevard South, Sands Avenue and/or Koval Lane; and,

WHEREAS, the DEVELOPER proposes to proceed with its development plans for the DEVELOPMENT before its Traffic Impact Evaluation Study has been accepted by the COUNTY, as required by the Clark County Code, but not before the DEVELOPER has received acceptance of its Drainage Impact Evaluation Study from the COUNTY; and,

WHEREAS, the DEVELOPER desires that the COUNTY issue a Grading Permit immediately after acceptance of said Drainage Impact Evaluation Study for the DEVELOPMENT, the posting of its off-site improvement performance bond and the acceptance of this AGREEMENT by the COUNTY; and,

WHEREAS, the DEVELOPER also desires to have the COUNTY issue building permits for a parking garage and a separate central heating, cooling and electrical distribution plant facility within the

DEVELOPMENT (hereinafter referenced the "Building Permits") (said structures are hereinafter referenced the "Parking Garage and Central Plant") as identified on the site plan shown in Exhibit "B", attached hereto and by this reference made a part hereof, prior to the COUNTY's acceptance of the Traffic Impact Evaluation Study for the DEVELOPMENT; and,

WHEREAS, the COUNTY does not object to the DEVELOPER's proposal provided DEVELOPER complies with the terms of this AGREMENT; and,

NOW, THEREFORE, in acknowledgment that the foregoing is reasonably necessary, and for and in consideration of the premises and mutual covenants herein contained, the Parties hereto agree as follows:

ARTICLE I—DEFINITIONS

1.1

" BETTERMENTS " means additions, improvements, or changes to a public improvement project requested by the DEVELOPER and permitted by the COUNTY after the functional design of the public improvement has been completed and accepted by the COUNTY. All BETTERMENTS located on private property may be made by the owner of that property in its sole discretion. Any BETTERMENT proposed on public property may be made only after the COUNTY's approval of the BETTERMENT and after encroachment permit issuance by the public agency having maintenance authority for the public's right-of-way. The BETTERMENTS, whether located on pubic or private property, must not conflict with the plans, specifications, operations, or maintenance requirements of the IMPROVEMENTS located adjacent to the DEVELOPMENT.

1.2

" IMPROVEMENTS " means the following:

a): Separate or combined pedestrian and vehicular off-site improvements for Las Vegas Boulevard South, Sands Avenue and Koval Lane in a manner acceptable to the COUNTY; and,
b): Traffic signal construction and/or its modification at the intersection of Las Vegas Boulevard South with the existing/proposed entrance(s) to the DEVELOPMENT in accordance with the COUNTY approved Traffic Impact Evaluation Study for the DEVELOPMENT; and,
c): Construction of a new traffic signal at the intersection(s) of Sands Avenue with the proposed entrance(s) to the DEVELOPMENT at the time of construction of the Sands Avenue IMPROVEMENTS for the DEVELOPMENT.
d): Construction of a new traffic signal together with and median island modifications at the intersection of Koval Lane with the existing limited access entrance and exit driveway located at the southeasterly corner of the DEVELOPMENT, if DEVELOPER proposes an unlimited entrance and exit driveway access to and from Koval Lane at this location; however, any such unlimited access driveway must be approved by the COUNTY and must be a single shared driveway with DEVELOPER's neighbor abutting the southerly property line of the DEVELOPMENT together with said neighbor's written concurrence, or a separate COUNTY approved equivalent single unlimited access driveway, in accordance with the COUNTY approved Traffic Impact Evaluation Study for the DEVELOPMENT and Nevada Revised Statute ("NRS") 244.155 and NRS 484.781. If said access driveway can not be reconfigured and reconstructed as a single driveway pursuant to the conditions stated above, DEVELOPER agrees that said driveway access to Koval Lane will remain a limited access driveway as it exists on the date of this Agreement and until otherwise separately approved by the COUNTY and in accordance with NRS 244.155 and 484.781; and;
e): Modification of median islands, sidewalks, and landscaping on Las Vegas Boulevard South necessary to accommodate the DEVELOPMENT's proposed entrance and exit needs on Las Vegas Boulevard South in a manner acceptable to the Nevada Department of Transportation, in accordance with the COUNTY's "Las Vegas Boulevard South Beautification Mitigation Policy", and in a manner acceptable to the COUNTY; and,
f): Reconstruction of street lighting system along Las Vegas Boulevard South and Sands Avenue to the extent of the DEVELOPMENT's frontages that will meet or exceed the current COUNTY standards, or an equivalent street lighting standard acceptable to the COUNTY; and,

g): Bus turnout facilities to be located on Las Vegas Boulevard South and Sands Avenue in accordance with the COUNTY approved Traffic Impact Evaluation Study and Standard Drawing Number 234.1 of the Uniform Standard Drawings for the Clark County Area adopted by the Clark County Regional Transportation Commission, in effect on the date of said bus turnout construction, and in a manner acceptable to the Citizens Area Transit (CAT), a division of the Clark County Regional Transportation Commission; and,
h): Utility Installations, adjustments and relocations; drainage conduits, culverts and pipes; structures; mechanical and electrical equipment; street and walkway lighting; traffic control equipment signage; aesthetic improvements; and such other features customarily provided with transportation and drainage facilities and made a part of the detailed plans and specifications as provided in Section 2.4 herein when such plans and specifications are accepted by the COUNTY; and,
i): Construction (in phases proportionate to the stage of completion of the DEVELOPMENT as determined by the COUNTY) of all other DEVELOPMENT related off-site public improvements along the DEVELOPMENT's frontages on Las Vegas Boulevard South, Koval Avenue and Sands Avenue, and those other improvements identified as a product of the COUNTY accepted Traffic Impact Evaluation Study and by the COUNTY accepted Drainage Impact Evaluation Study both of which are as described in Section 2.3 herein, and those improvements depicted in the accepted off-site improvement design plans and specifications as described in Section 2.4 herein.

1.3: " IMPROVEMENT COST " means all costs including, but not limited to, the design, the construction, and the management/administration of the construction contract for necessary transportation and drainage facilities described in Sections 1.2, 2.3, and 2.5 herein, including public facility and utility adjustments and/or relocations, labor, materials, equipment costs required to complete construction of the IMPROVEMENTS, such other items reasonably associated with the construction of the similar IMPROVEMENTS, and such other public facilities described herein.
1.4: " IMPROVEMENT Operations and Maintenance Costs " means all costs for operation and maintenance of the IMPROVEMENTS and BETTERMENTS as set out in Sections 2.7 and 3.3 herein and such other operations and maintenance actions to assure a good and serviceable public facility.
1.5: " Pedestrian Grade Separated Street Crossing System " means a pedestrian walkway structure(s) crossing over that portion of the roadway that caries vehicular traffic including, but not limited to, the bridging structures having a minimum pedestrian walkway width of sixteen (16) feet, public easements or right-of-way for pedestrian passage through the DEVELOPMENT and the other private properties locate at the remaining corners of the street intersection, permanent structures; temporary construction easements; a security observation area or an acceptable alternate security plan for the public's protection; an elevator, stairway and two (2) escalators at the end of each leg of each crossing structure; handrails, slip-resistant walking surfaces, and other details needed to meet the Americans With Disabilities Act (ADA); lighting as required to illuminate all public walking surfaces; pedestrian safety barriers located behind the street curbing, except at existing driveways, and along the roadway median; and all necessary destination and/or guide signs.
1.6: " Performance Bond " means a bond made payable to the COUNTY, as set out in Section 2.8 herein to assure acceptable construction of the IMPROVEMENTS, posted on forms acceptable to the COUNTY District Attorney's office and the COUNTY Engineer, and executed by a surety or guaranty company with offices lawfully located and actually doing business within the COUNTY and qualified to do business in the state of Nevada, in accordance with the provisions of Subsection 28.20.080 of the COUNTY Code.

ARTICLE II—DEVELOPER AGREES

2.1 In General

The DEVELOPER agrees to acquire title for all property rights within the DEVELOPMENT. The DEVELOPER acknowledges and agrees to provide those property rights in the possession of the DEVELOPER at no cost to the COUNTY or the State of Nevada, that are required to construct (i) the IMPROVEMENTS, (ii) a pedestrian grade separated street crossing system located at the intersection of Las Vegas Boulevard South with Sands Avenue (the same being known as Spring Mountain Road west of Las Vegas Boulevard South), (iii) a possible future public people mover system at a reasonable location selected by the DEVELOPER and acceptable to the COUNTY. if and when the COUNTY approves a Master Plan identifying rights-of-way for such people mover system and in accordance therewith, (iv) all private storm drainage easement(s) located within the boundary lines of the DEVELOPMENT, if required by the Drainage Impact Evaluation Study or Drainage Impact Mitigation Plan), and (v) all other public rights-of-way needed for systems, vehicles, pedestrians, utilities, drainage, and/or mitigation measures associated with the DEVELOPMENT including, but not limited to, access easements, construction easements, maintenance easements, drainage easements, sewer easements (excepting any additional sanitary sewer easements serving adjacent private properties), water line easements, and traffic control easements as identified by the Traffic Impact Evaluation Study and/or the Drainage Impact Evaluation Study or their associated impact mitigation plans as provided for in Section 2.3 herein.

The size of all pedestrian walkway rights-of-way will be at least as wide as the walkway dimensions identified as a product of the accepted Traffic Impact Evaluation Study and sufficiently wide enough to provide a walkway level-of-service (LOS) value of "C" (as determined in Chapter 13 of the Highway Capacity Manual Special Report No. 209, Transportation Research Board, latest edition) for the DEVELOPMENT. A minimum of ten (10) feet of effective width is required along the DEVELOPMENT's Las Vegas Boulevard and Sands Avenue frontage. Pedestrian walkway safety needs including, but not limited to, a possible pedestrian safety/containment system along all of or part of the DEVELOPMENT's frontages shall be addressed in the Traffic Impact Evaluation Study in a manner acceptable to the COUNTY.

The actual location and final dimension for the remainder of said rights-of-way will be more specifically identified in the construction documents. The DEVELOPMENT will allow for such other improvements identified on current Master Plans adopted by the COUNTY's Board of County Commissioners, and such other current Master Plans and future Master Plans (that do not conflict with the DEVELOPMENT's improvements) adopted by the COUNTY's Board, of County Commissioners in their capacity as the Board of Directors or Trustees of other entities such as for the Clark County Sanitation District and the Las Vegas Valley Water District, and the on-site and off-site design Plans and Specifications for the IMPROVEMENT construction that are accepted by the COUNTY.

2.2 DEVELOPER's Property Conveyance

The DEVELOPER agrees to convey all proposed public property rights owned by the DEVELOPER to the COUNTY or the State of Nevada Department of Transportation at no cost or expenses free and clear of all liens, covenants, restrictions and encumbrances, as required for the construction, maintenance or use of the IMPROVEMENTS within the DEVELOPMENT at least fifteen (15) days prior to the date DEVELOPER desires COUNTY issuance of temporary or permanent occupancy certificates for any new structure in the DEVELOPMENT (other than for the Parking Garage and the Central Plant), or within thirty (30) days after the receipt of written notice from the COUNTY indicating that the COUNTY will begin advertising for bids to construct any of the public improvements identified in this Agreement and/or as identified as a product of the accepted Traffic Impact Evaluation Study or the accepted Drainage Impact Evaluation Study,

that are located within the DEVELOPMENT or an property owned by the DEVELOPER abutting the DEVELOPMENT, whichever date occurs first. Any conveyance of land by the DEVELOPER to the COUNTY or to the State of Nevada, for public use of sidewalks, walkways, or other forms of pedestrian passage through the DEVELOPMENT, will be for facilitating the perpetual flow of pedestrian traffic, utility easements, public facility easements, and for maintenance purposes of said sidewalks, walkways, and pedestrian passage ways, without restrictions. The language and form of all property transfer instruments or documents will, be in accordance with state and federal law before said transfer instrument or document is recorded in the office of the County Recorder.

2.3 DEVELOPER's Impact Evaluation Studies and Mitigation Plans

The DEVELOPER agrees to have a Nevada Registered Professional Civil Engineer prepare and submit to the COUNTY:

(a): A Traffic Impact Evaluation Study together with a Traffic Impact Mitigation Plan contained therein, prepared in a manner acceptable to the COUNTY and the Nevada Department of Transportation, which will identify the traffic capacity mitigation measures needed and to be provided by the DEVELOPER with respect to the DEVELOPMENT, at no cost to the COUNTY, as an offset for the projected vehicular and pedestrian traffic increases caused by the DEVELOPMENT, plus said plan will identify area wide traffic mitigation measures also being provided by the DEVELOPER to offset the projected traffic volume increases on public streets not adjacent to or abutting the DEVELOPMENT and caused by the DEVELOPMENT. The Traffic Impact Evaluation Study will also identify the air quality impacts resulting from vehicular traffic generated by the DEVELOPMENT and pedestrian safety needs as they relate to public walkways. The DEVELOPER also agrees to comply with said Traffic Impact Evaluation Study, said Traffic Impact Mitigation Plan, and all other traffic related conditions set forth in this AGREEMENT prior to the County's issuance of a temporary or permanent certificate of occupancy for the DEVELOPMENT (other than for the Parking Garage and Central Plant).
(b): A Drainage Impact Evaluation Study, together with a Drainage Impact Mitigation Plan contained therein, may be submitted in phases, which must be prepared in a manner acceptable to the COUNTY and the Clerk County Regional Flood Control District, and that will identify the drainage mitigation measures needed and proposed to be provided by the DEVELOPER with respect to the DEVELOPMENT, at no cost to the COUNTY, as an offset for the projected drainage discharge increases caused by the DEVELOPMENT, plus said Drainage Impact Mitigation Plan will identify the on-site and the off-site drainage diversions provided by the DEVELOPMENT and any needed drainage impact mitigation measures to be provided by the DEVELOPER and finally the Drainage Impact Mitigation Plan will identify the needed changes to all drainage facilities impacted by the DEVELOPMENT. In accordance with the accepted Drainage Impact Evaluation Study, after completion of the DEVELOPMENT and necessary to provide upstream and downstream property protection from the adverse effects of a one hundred (100) year storm event that has a one (1%) percent probability of occurring each year. The DEVELOPER also agrees to comply with said Drainage Impact Evaluation Study, said Drainage Impact Mitigation Plan, and all other drainage conditions set forth in this AGREEMENT prior to the COUNTY's issuance of temporary or payment certificate of occupancy for the DEVELOPMENT (other than for the Parking Garage and Central Plant).

2.4 DEVELOPER's Design Responsibilities

The DEVELOPER agrees to prepare the design and construction contract documents for the IMPROVEMENTS and other features of the DEVELOPMENT, at no cost to the COUNTY, and in a manner acceptable to the COUNTY as follows:

(a)

The DEVELOPER agrees to retain professional engineering services from a Nevada registered professional engineer for the preparation of a Drainage Impact Evaluation Study and a Traffic Impact Evaluation Study for the DEVELOPMENT acceptable to the COUNTY. Also the DEVELOPER assumes the COUNTY that said consultant will submit said Drainage Impact Evaluation Study at least ten (10) days before the DEVELOPER anticipates the need for a grading permit for the DEVELOPMENT, and the DEVELOPER will not obtain said grading permit prior to the acceptance of said Drainage Impact Evaluation Study by the COUNTY. The Traffic Impact Evaluation Study will be submitted by the DEVELOPER and will be accepted by the COUNTY prior to the preparation of construction documents for any of the off-site improvements identified in Section 1.2 and Subsections 2.3(a) and 2.3(b) herein.

(b)

The DEVELOPER agrees to retain professional engineering design services from a Nevada professional engineer for the preparation of construction contract documents, including the final plans and specifications for the IMPROVEMENTS acceptable to the COUNTY and the DEVELOPER assures that said consultant will complete said plans and specifications and receive COUNTY acceptance of said construction documents at least three (3) months prior to the date DEVELOPER desires occupancy of any structure in the DEVELOPMENT (other than for the Parking Garage and Central Plant).

(c)

The design of the IMPROVEMENTS will employ such design standards and criteria as adopted by the COUNTY. However, the Parties mutually agree:

(1): That aesthetic design standards shall be established by the DEVELOPER in accordance with the requirements of the COUNTY Code and/or the Clark County Planning Commission; and
(2): The functional design standards shall be established through mutual consent of the Parties hereto; and,
(3): That life and safety standards for the IMPROVEMENTS shall meet or exceed the COUNTY's Street Improvement Standards, the Nevada Department of Transportation's Transportation Improvement Standards and the COUNTY's Building Code requirements.

(d)

The DEVELOPER agrees to keep a certain flexibility in the design and construction of the DEVELOPMENT to accommodation right-of-way needed for a possible future public people mover system. The DEVELOPER's obligation arising under Section 2.1 and this Subsection 2.4(d) does not limit the DEVELOPER's right to seek for modifications of or changes to the Master Plan for and/or design of such possible future people mover system.

2.5 DEVELOPER's Off-Site Improvement Construction

The DEVELOPER agrees to construct at his sole cost and expense the IMPROVEMENTS, and all other improvements identified and made a part of the accepted off-site improvement plans and specifications for the DEVELOPMENT associated with each phase of the DEVELOPMENT as identified on Exhibit "B" hereto, expenditures under this paragraph shall be made in phases proportionate to the DEVELOPMENT's phase of completion or as constructed; provided, however, the DEVELOPER will complete the construction of said IMPROVEMENTS and all other improvements at least fifteen (15) days prior to the COUNTY's issuance of temporary or permanent occupancy certificates for any new structure in the DEVELOPMENT (other than for

the Parking Garage and Central Plant, which facilities may be occupied upon completion and acceptance of same by the COUNTY's Building Department).

2.6 DEVELOPER's Additional Participation

(a): The DEVELOPER agrees to pay all cost and expenses associated with the construction of BETTERMENTS including, but not limited to, the cost of the design, construction, inspection, operation and maintenance.
(b): The DEVELOPER agrees to participate in the cost of providing a pedestrian grade separated street crossing system at the intersection of Las Vegas Boulevard South and Sands Avenue (also known as Spring Mountain Road west of Las Vegas Boulevard South). The DEVELOPER's percentage of participation shall be twenty-five percent (25%) (less the actual dollar amounts contributed and received on behalf of other private developments located within the southeasterly quadrant of said intersection) of the total design, inspection, and construction costs for said pedestrian grade separated street crossing system paid by non-governmental entities. The DEVELOPER acknowledges that the governmental entity may not contribute any money for the construction of such pedestrian grade separated street crossing system.
(c): The DEVELOPER agrees to participate in all other off-site traffic mitigation measures identified in the accepted Traffic Impact Evaluation Study and pay all costs determined to be a contributory share attributable to the DEVELOPMENT's traffic impacts derived by said study and as approved by the COUNTY. The DEVELOPER will provide all cash contributions or will sign all offsite traffic participation agreements concerning said off-site traffic mitigation measures attributable to the DEVELOPMENT prior to the COUNTY's approval of the Traffic Impact Evaluation Study for the DEVELOPMENT.
(d): The DEVELOPER agrees to participate in all off-site drainage mitigation measures identified in the accepted Drainage Impact Evaluation Study and pay all costs determined to be a contributory share attributable to the DEVELOPMENT's drainage impacts derived by said study and as approved by the COUNTY. The DEVELOPER further agrees to participate in the cost of providing a new enlarged storm drain outlet in Sands Avenue or an additional storm drain in Sands Avenue between Las Vegas Boulevard South and Manhattan Street to offset any Increases in runoff created by the DEVELOPMENT and to compensate for runoff benefits created by runoff being diverted away from the DEVELOPMENT into the new or improved Sands Avenue storm drain improvement. Said new or improved Sands Avenue storm drain system will be connected to a new Manhattan Street storm drain system located between Sands Avenue and the Flamingo Wash drainage system. The Sands Avenue storm drain system and the Manhattan Street storm drain system are proposed to be constructed by the COUNTY. The DEVELOPER's percentage of participation shall be a percentage of the total design, inspection, and construction costs of the Sands Avenue storm drain only based on the sum of the direct flow rate contribution and runoff relief for the DEVELOPMENT as a percentage of the total flow capacity of said storm drain improvement, and established as a product of the approved Drainage impact Evaluation Study. Notwithstanding the above, the DEVELOPER and the COUNTY acknowledge that said Sands Avenue storm drain system is needed to support the IMPROVEMENTS described in Section 1.2 hereof and the DEVELOPMENT and must be constructed prior to the occupancy of the DEVELOPMENT. The DEVELOPER also understands that even though the COUNTY proposes to construct the Sands Avenue storm drain system, the County may not construct said storm drain improvements prior to the time that DEVELOPER desires occupancy of the DEVELOPMENT and/or the DEVELOPMENT requires additional storm drain relief capacity. Therefore, if the Sands Avenue storm drain system is needed by the DEVELOPER,

prior to the time the COUNTY constructs said storm drain improvement, the DEVELOPER agrees to construct the Sands Avenue storm drain system and an outlet facility acceptable to the COUNTY and as identified in this COUNTY approved Drainage impact Evaluation study for the DEVELOPMENT and as required in the Subsection 2.6(e), to the COUNTY approved outlet facility, prior to occupancy of the DEVELOPMENT, at the DEVELOPER's sole cost and expense, and the DEVELOPER will dedicate to the COUNTY the accepted storm drain improvement at no cost to the COUNTY. The DEVELOPER will provide a cash contribution or will sign a separate participation agreement concerning all off-site drainage mitigation measures, not constructed by the DEVELOPER, prior to the issuance of building permits for any new structure in the DEVELOPMENT (other than for the Parking Garage and Central Plant).

2.7 DEVELOPER's Operations and Maintenance Responsibility

(a): The DEVELOPER will provide for the operation and maintenance of all IMPROVEMENTS located in the DEVELOPMENT including, but not limited to, the maintenance of sidewalks, walkways, and any other form of pedestrian passage through the DEVELOPMENT.
(b): The DEVELOPER will provide for the maintenance of all private improvements or BETTERMENTS located within Air Rights acquired or reserved by the DEVELOPER.
(c): The DEVELOPER will provide for the operation of all BETTERMENTS constructed, installed, and/or purchased by the DEVELOPER.
(d): If an alternate street lighting system is proposed by the DEVELOPER it will be considered by the Parties hereto as a BETTERMENT. The design of this BETTERMENT must be accepted by the COUNTY before installation. If said BETTERMENT is constructed by the DEVELOPER as part of the IMPROVEMENTS, the DEVELOPER agrees to provide the COUNTY with a complete inventory of replacements parts, acceptable to the COUNTY, including but not limited to poles, luminaries, fixtures, and lamps, or the DEVELOPER agrees to post a repair bond in the amount of ten (10%) percent of the estimated alternate street light system installation costs plus the DEVELOPER agrees to reimburse the COUNTY for all alternate street light system replacement costs that are incurred by the COUNTY for a period of five (5) years from the date first appearing in this AGREEMENT. Additionally, the DEVELOPER will maintain the full amount of said repair bond and replace any amounts used by the COUNTY to enforce the repair terms of this AGREEMENT.

2.8 DEVELOPER's Performance Bond

The DEVELOPER agrees to provide the COUNTY a PERFORMANCE BOND in favor of the COUNTY, prior to the issuance of any building or construction permits, and in the amount of one hundred twenty-five (125%) percent of the estimated IMPROVEMENT COST approved by the COUNTY, which equals seven hundred seventeen thousand three hundred sixty-two and nineteen one-hundredths ($717,362.19) dollars. The DEVELOPER will maintain the full amount of said PERFORMANCE BOND and replace any amounts used by the COUNTY to enforce the terms of this AGREEMENT not covered by a separate bond. The DEVELOPER further agrees to increase the amount of the PERFORMANCE BOND to reflect true and actual increases in the IMPROVEMENT COSTS above the amount previously posted after acceptance by the COUNTY of the Traffic and/or the Drainage Impact Evaluation Studies and prior to the date of issuance of any additional building permits.

2.9 Fees

The DEVELOPER agrees to pay to the COUNTY all lawful application, plans check and inspection fees at the time of off-site improvement plan submittal for the DEVELOPMENT, or at

least three (3) months prior to the COUNTY's issuance of any temporary or permanent occupancy certificates for any new structure in the DEVELOPMENT.

2.10 Occupancy

The DEVELOPER agrees to prepare plans for Transportation Demand Management (TDM) and Transportation Systems Management (TSM) as they relate to the employees, customers, and visitors of the DEVELOPMENT. The plans will be made a part of the Traffic Impact Evaluation Study and shall be presented by the DEVELOPER or his representative to the COUNTY's Board of Commissioners during one of their regularly scheduled meetings for acceptance by the Board of Commissioners prior to the DEVELOPER's request for approval of a temporary of permanent certificate of occupancy. The DEVELOPER agrees to satisfy and comply with all aspects of the accepted TDM and TSM plans in the DEVELOPER's operation of the DEVELOPMENT. DEVELOPER will perform a follow-up study to evaluate the effectiveness of its TDM and TSM plans. Said follow-up study shall be completed within one year of the DEVELOPMENT's occupancy is established and shall be presented by the DEVELOPER or his representative to the COUNTY's Board of Commissioners.

2.11 IMPROVEMENT Warranty

Upon completion of the construction of the IMPROVEMENTS, the COUNTY will perform an Inspection and will prepare a punch list of items to be completed by the DEVELOPER before the IMPROVEMENTS are acceptable to the COUNTY. If the IMPROVEMENTS are substantially acceptable to the COUNTY, it will release ninety (90%) percent of the performance bond referenced in Subsection 2.8 for IMPROVEMENTS completed. One (1) year after the DEVELOPER has substantially completed construction of the IMPROVEMENTS and at the DEVELOPER's request, the COUNTY will perform a final inspection and prepare a final punch list of items to be corrected by the DEVELOPER in a manner acceptable to the COUNTY. After all IMPROVEMENT corrections have been performed by the DEVELOPER and accepted by the COUNTY, the COUNTY will process a release of the remaining portion of the performance bond; provided all off-site Improvement participation agreements, property map amendments, right-off-way grants and/or dedications have been properly executed and recorded.

ARTICLE III—COUNTY AGREES

3.1 COUNTY's Property Conveyance

The COUNTY shall convey all surplus public property rights granted to the COUNTY by the DEVELOPER for the IMPROVEMENT construction, as solely determined by the COUNTY, or granted to the COUNTY by the DEVELOPER for any other public Improvement identified herein, to the DEVELOPER at the completion of construction and acceptance of the construction for maintenance by the COUNTY.

3.2 COUNTY's Design Responsibilities

The COUNTY agrees to prepare the design and construction contract documents for the public improvements included herein that are not previously established development conditions imposed on the DEVELOPMENT by the COUNTY's use permit approval process, are not a DEVELOPER's obligation contained in this AGREEMENT, or a public improvement that is to be cost shared with other parties.

3.3 COUNTY's Operations and Maintenance Responsibility

The COUNTY agrees to provide, so long as it is in the best interest of the COUNTY and/or the public, as solely determined by the COUNTY's Board of Commissioners, or arrange to provide, for the operation and maintenance of the IMPROVEMENTS located in the public's right-of-way upon acceptance of the IMPROVEMENTS by the COUNTY, except sidewalks, walkways or other forms of pedestrian passage through the DEVELOPMENT.

3.4 COUNTY's Review of Submittals

The COUNTY agrees that it will not unreasonably delay or withhold approval of any submittal from the DEVELOPER or from its representative.

3.5 COUNTY's Issuance of Parking Garage and Central Plant Building Permits

The COUNTY agrees to issue Building Permits for the Parking Garage and Central Plant at locations shown on Exhibit "B" hereof provided the DEVELOPER has satisfied all conditions relating to the issuance of said permits and it has received all approvals required by the COUNTY for the issuance of the aforementioned Parking Garage building permit and Central Plant building permit, (other than final approval of the Traffic Impact Evaluation Study) prior to the issuance of said permits.

3.6 COUNTY's Issuance of Grading Permit(s)

The COUNTY agrees to issue a Grading Permit for the purpose of grading, excavation, utility relocation and all other surface and subsurface operations associated with the DEVELOPMENT provided the DEVELOPER has received an approval of its drainage study from the COUNTY for the area within that phase of the DEVELOPMENT and provided the DEVELOPER has satisfied all conditions relating to the issuance of said permit and it has received all approvals required by the COUNTY for the issuance of said Grading Permit (other than final approval of the Traffic Impact Evaluation Study) prior to the Issuance of said Grading Permit.

ARTICLE IV—COUNTY AND DEVELOPER AGREE

4.1 In General

The Parties to this AGREEMENT mutually agree that the construction of off-site and on-site Improvements described herein and the granting or dedication of rights-of-way to the public's use are reasonably necessary to support and mitigate the effects of the DEVELOPMENT on the COUNTY's system of roadways, walkways and drainage facilities.

The Parties further agree to grant to each other, their authorized agents, and contractors the right to enter and occupy those portions of property owned by the Parties hereto as reasonably necessary to construct the IMPROVEMENTS after the DEVELOPER, his agents, or contractors have been issued the prerequisite building and/or encroachment permit.

4.2 IMPROVEMENT Coordination

The Parties mutually agree to coordinate their respective design efforts with the other Party that may be affected by any proposed IMPROVEMENT construction.

4.3 No Barriers to Public Access

Except for temporary obstructions caused by construction or maintenance activities, the Parties hereto mutually agree that no barriers shall be constructed on any portion of the IMPROVEMENTS located within public rights-of-way that would obstruct the use, operation and maintenance of IMPROVEMENTS or that would interfere with the free access and movement of the Parties and the public through the IMPROVEMENTS located within public rights-of-way.

ARTICLE V—MISCELLANEOUS

5.1 Term

This AGREEMENT shall be in full force and effect from and after the date of execution of the AGREEMENT and shall continue until the obligations of all Parties herein are fulfilled.

5.2 Workmanship

All work contemplated in this AGREEMENT shall be performed in a good and workmanlike manner and each portion shall be promptly commenced by the Party hereto obligated to do the same and thereafter diligently prosecuted to conclusion in its logical order and sequence.

5.3 Non-Waiver

None of the conditions of this AGREEMENT shall be considered waived by any Party unless such waiver is in writing and signed by all Parties. No such waiver shall be a waiver of any past or future default, breach, or modification of any of the conditions of this AGREEMENT unless expressly stipulated in such waiver.

5.4 Successors and Assigns

The terms, provisions, covenants, and conditions of this AGREEMENT shall apply to, bind, and inure to the benefit of the Parties hereto, their heirs, executors, administrators, legal representatives, successors, and assigns.

5.5 Severability

If any term, provisions, covenant, or condition of this AGREEMENT, or any application thereof, should be held by a court of competent jurisdiction to be invalid, void, or unenforceable, all other provisions, covenants, and conditions of this AGREEMENT, and all applications thereof, shall not be held invalid, void, or unenforceable, shall continue in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

5.6 Captions

The captions appearing at the commencement of the Sections and Articles hereof are descriptive only and for convenience in reference to this AGREEMENT and in no way whatsoever define, limit, or describe the scope or intent of this AGREEMENT, nor in any, way affect this AGREEMENT.

5.7 Governing Law

The laws of the state of Nevada shall be applied in interpreting and construing this AGREEMENT.

5.8 Further Assurances

The Parties hereto shall take any actions necessary on or after the date hereof which may be required to effectuate the terms of this AGREEMENT.

5.9 Notices

Every and all notices required hereunder shall be given by personal service, telegram, or by deposit in the United States Mail, postage prepaid to the respective other Parties to this AGREEMENT.

5.10 Amendments or Modifications

This AGREEMENT contains the entire agreement between the Parties herein and cannot be amended, modified, changed, or unless done so in writing and signed by the Parties.

5.11 Indemnification and Insurance

The DEVELOPER does hereby agree to indemnify, defend, and hold harmless the COUNTY and its officers, agents, and employees from and against any and all suits, actions, proceedings, claims, demands, losses, damages, liabilities, costs, interests, attorney fees, and expenses of whatever kind or nature, whether rightful or otherwise, arising out of or related to this AGREEMENT, and/or arising out of the actions of the DEVELOPER in the performance or non-performance of this AGREEMENT. The foregoing Indemnity clause includes, but is not limited to, any and all claims, demands, losses, damages, liabilities, costs, interests, attorney fees (including, but not limited to, attorney fees applicable to state and federal actions), and expenses of whatever kind or nature, whether rightful or otherwise, arising from any condition or restriction contained in any property conveyance or transfer document, and/or the actions or inactions of the COUNTY its officers, agents, or employees arising out of the development of this AGREEMENT, the approval of this AGREEMENT, the consequences of the COUNTY's approval of this AGREEMENT, failure of the DEVELOPER to adequately construct, operate, repair, or maintain the sidewalks, walkways, or other forms or pedestrian passage through the DEVELOPMENT, Injuries caused to person or persons or property damage sustained as a result of the acts or omissions of the DEVELOPER relating to the sidewalk, walkways, or other forms of pedestrian passage in the DEVELOPMENT. The County may, at its own option, choose to hire its own attorneys in defense of any of all suits, demands, losses, damages, liabilities, costs, interests, attorney fees, and expenses of whatever kind or nature, whether rightful or otherwise. If the COUNTY chooses to exercise this option, the DEVELOPER will continue to indemnify and hold the COUNTY harmless and remain responsible and liable for the payment of all fees, costs, expenses, and interest including, but not limited to, attorney's fees, investigative fees, court costs and expenses and filing fees, witness fees, court reporter fees, and all other related office and administrative expenses.

The DEVELOPER agrees to obtain and maintain a general comprehensive liability insurance policy in the minimum amount of five million ($5,000,000) dollars on an "occurrence" basis. The coverage must be provide either on ISO Commercial General Liability form or an ISO Broad Form Comprehensive General Liability form. Policies must include, but not limited to, coverages for bodily injury, property damage, personal injury, Broad Form property damage, premises and operations, and severability of interest. Said policy will name the COUNTY its commissioners, officers, agents, and employees as additional insureds. The policies will be primary and any other insurance carried by the COUNTY shall be excess and not contributing therewith. The policy must be endorsed to require thirty (30) days advanced notice to COUNTY of modification or cancellation of said policy. This insurance requirement does not in any way limit the DEVELOPER's liability under this Agreement.

5.12 Counterparts

This AGREEMENT may be executed in counterparts, each of which shall be deemed an executed original and all of which together shall constitute one and the same instrument, or may be executed as one original and copies (certified true and accurate) supplied to each party.

IN WITNESS WHEREOF, the Parties hereto have caused this AGREEMENT to be executed by their authorized officers the day and year first above written.

COUNTY OF CLARK, a political subdivision of the State of Nevada		LAS VEGAS SANDS, INC., a Nevada corporation

/s/ YVONNE ATKINSON GATES YVONNE ATKINSON GATES, Chair Board of County Commissioners		/s/ WILLIAM P. WEIDNER WILLIAM P. WEIDNER, President
ATTEST:		APPROVED AS TO LEGALITY AND FORM:

/s/ LORETTA BOWMAN LORETTA BOWMAN, County Clerk		/s/ CHRISTOPHER D. FIGGINS CHRISTOPHER D. FIGGINS, ESQ. Deputy District Attorney

State of Nevada

County of Clark

This instrument was acknowledged before me on April 8, 1997, by WILLIAM P. WEIDNER as President of LAS VEGAS SANDS, INC., a Nevada corporation.


(Seal, if any)		/s/ BONNIE R. BRUCE (Signature of notarial officer)
[SEAL] OFFICIAL SEAL BONNIE R. BRUCE NOTARY PUBLIC—NEVADA PRINCIPAL OFFICE IN CLARK COUNTY My Comm. Exp. Jan. 24, 2001		My commission expires: January 24, 2001

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ADDENDUM TO SANDS RESORT HOTEL & CASINO AGREEMENT
SANDS RESORT HOTEL & CASINO AGREEMENT
ARTICLE I—DEFINITIONS
ARTICLE II—DEVELOPER AGREES
ARTICLE III—COUNTY AGREES
ARTICLE IV—COUNTY AND DEVELOPER AGREE
ARTICLE V—MISCELLANEOUS

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Exhibit 10.21

APN:	162-16-211-002 162-16-202-005

When recorded, please return to:

Clark County Department of Development Services
Civil Engineering Division
Clark County Government Center, First Floor

IMPROVEMENT PHASING AGREEMENT

THIS AGREEMENT is made and entered into on this 16 ^th day of August, 2004, by and between the COUNTY OF CLARK, a political subdivision of the State of Nevada (hereinafter referenced the "COUNTY") and Lido Casino Resort, LLC, a Limited Liability Company (hereinafter referenced the "DEVELOPER").

The initial addresses of the Parties, which one Party may change by giving notice to the respective other Parties, are as follows:

COUNTY		DEVELOPER
Phil Rosenquist, Director Department of Development Services Clark County, Nevada 500 South Grand Central Parkway Las Vegas, Nevada 89155-3530 (702) 455-3030 (702) 455-5810 FAX		Brad Stone, Vice President Lido Casino Resort, LLC 3355 Las Vegas Boulevard South Las Vegas, Nevada 89109 ( ) - ( ) - FAX

W I T N E S S E T H:

WHEREAS, the DEVELOPER has obtained from the COUNTY the following land use approvals: UC-0072-04 & UC-1769-96 to construct a commercial project within Section 16 of Township 21 South and Range 61 East, Mount Diablo Meridian, Clark County, Nevada and more fully described in Exhibit "A" attached hereto and by this reference made a part hereof (hereinafter referenced the "DEVELOPMENT"); and,

WHEREAS , the proposed DEVELOPMENT is projected to cause increased pedestrian and vehicular traffic as well as other developmental impacts that may exceed the capacity of existing public facilities located in or adjacent to Las Vegas Boulevard South, Sands Avenue, and Koval Lane; and,

WHEREAS, the DEVELOPER proposes to proceed with its development plans in accordance with Section 30.32.170 of the Clark County Code; and,

WHEREAS, the DEVELOPER has submitted a Traffic Impact Analysis, a Drainage Study, and has paid to the COUNTY the appropriate Improvement Phasing Fee for the DEVELOPMENT; and,

WHEREAS, the COUNTY does not object to the DEVELOPER's proposal provided DEVELOPER complies with the terms and conditions of this AGREEMENT and with the Clark County Code.

NOW, THEREFORE, in acknowledgment that the foregoing is reasonably necessary, and for and in consideration of the premises and mutual covenants herein contained, the Parties hereto agree as follows:

ARTICLE I—DEFINITIONS

1.1

" IMPROVEMENT " or " IMPROVEMENTS " means the following:

1): All mitigation measures and public facilities identified in the land use approval(s): UC-0072-04 & UC-1769-96 including, but not limited to, the traffic impact mitigation measures and drainage impact mitigation measures identified in the final COUNTY approved impact evaluation studies, as described in Section 2.3 herein, and all supplemental impact evaluation studies submitted thereafter; and,
b): All other off-site public improvements proposed by the DEVELOPER located on the DEVELOPMENT's frontages along all existing or proposed publicly dedicated streets including, but not limited to, utility installations, adjustments and relocations; bridges, conduits, culverts and pipes; foundations and structural supports; mechanical, communications, and electrical equipment and facilities; street and walkway lighting; traffic control devices and equipment; legal signage; and, aesthetic improvements as depicted in the accepted off-site improvement design plans and specifications as described in Section 2.4 herein.

1.2

" IMPROVEMENT COST " means all costs including, but not limited to, the design, the construction, and the management/administration of the construction contract for the IMPROVEMENTS described in Sections 1.1, 2.3, and 2.5 herein, including public facility and utility adjustments and/or relocations, labor, materials, equipment costs required to complete construction of the IMPROVEMENTS, such other items associated with the construction of the similar IMPROVEMENTS, and such other public facilities described herein.

1.3

" IMPROVEMENT Operations and Maintenance Costs " means all costs for operation and maintenance of the IMPROVEMENTS as set out in Sections 2.8 and 3.3 herein and such other operations and maintenance actions to assure a good and serviceable public facility.

1.4

" PERFORMANCE BOND " means a bond or cash deposit made payable to the COUNTY, in accordance with the provisions of Section 30.32.150 of the COUNTY Code and in the amount as set out in Section 2.9 herein, to assure acceptable construction of the IMPROVEMENTS, posted on forms acceptable to the COUNTY District Attorney's office and the COUNTY Engineer, and executed by a surety or guaranty company with offices lawfully located and actually doing business within the COUNTY and qualified to do business in the state of Nevada.

ARTICLE II—DEVELOPER AGREES

2.1 In General

The DEVELOPER agrees to comply with the Clark County Code and all conditions established for its proposed developmental land uses. Due to the complex nature of the DEVELOPMENT and the possible mitigation measures and improvements required, the DEVELOPER has elected to proceed with the improvement phasing process of Section 30.32.170 of the Clark County Code and DEVELOPER agrees to comply with terms and conditions said Section 30.32.170 of the Clark County Code. Further, the DEVELOPER acknowledges and agrees that the COUNTY may require additional impact measures beyond those identified at the time of the DEVELOPER's traffic impact analysis submittal. The DEVELOPER will either participate in the future cost to construct, or it will construct, the necessary improvements prior to occupancy, to be determined solely by the COUNTY and provided at the DEVELOPER's sole cost and expense.

Additionally, the DEVELOPER agrees to acquire title for all property rights within the DEVELOPMENT. The DEVELOPER acknowledges and agrees to provide those property rights in the possession of the DEVELOPER, at no cost to the COUNTY, that are required to construct (i) the IMPROVEMENTS, (ii) all private storm drainage easement(s) for the DEVELOPMENT, if required by the Drainage Impact Evaluation Study or Drainage Impact Mitigation Plan), and (iii) all other public rights-of-way needed for systems, vehicles, pedestrians, utilities, drainage, and/or mitigation measures associated with the DEVELOPMENT including, but not limited to, access easements, construction easements, maintenance easements, drainage easements, sewer easements, water line easements, and traffic control easements.

The actual location and final dimension for the remainder of said rights-of-way will be more specifically identified in the construction documents. The DEVELOPMENT will allow for such other improvements and rights-of-way as identified on Master Plans adopted by the COUNTY's Board of County Commissioners, and such other Master Plans adopted by the COUNTY's Board of County Commissioners in their capacity as the Board of Directors or Trustees of other entities such as for the Clark County Sanitation District and the Las Vegas Valley Water District, and the on-site and off-site design Plans and Specifications for the IMPROVEMENT construction that are accepted by the COUNTY.

2.2 DEVELOPER's Property Conveyance

The DEVELOPER agrees to convey all proposed public property rights owned by the DEVELOPER to the COUNTY, at no cost or expense, free and clear of all liens, covenants, restrictions and encumbrances, as required for the construction, maintenance or use of the IMPROVEMENTS within the DEVELOPMENT prior to the COUNTY's issuance of building permits in accordance with Subsection 30.32.170(4) of the Clark County Code, or within thirty (30) days after the receipt of written notice from the COUNTY, whichever date occurs first. However, in no instance shall a temporary or permanent occupancy certificate for the general public's use of any structure in the DEVELOPMENT be issued by the COUNTY prior to the conveyance to the COUNTY of all required public property rights within the DEVELOPMENT owned by the DEVELOPER. Any conveyance of land or property right by the DEVELOPER to the COUNTY for the public's use of sidewalks, walkways, or other forms of pedestrian passage through the DEVELOPMENT, will be for facilitating the perpetual use and flow of pedestrian traffic, utility easements, public facility easements, and for maintenance purposes of said sidewalks, walkways, and pedestrian passage ways; without restrictions. The language and form of all property transfer instruments or documents will be in accordance with state and federal law before said transfer instrument or document is recorded in the office of the Clark County Recorder.

2.3 DEVELOPER's Impact Evaluation Studies and Mitigation Plans

The DEVELOPER acknowledges that it has retained professional engineering services from a Nevada Registered Professional Civil Engineer for the preparation and has submitted the following impact evaluation studies in accordance with Section 30.32.080 and Subsections 30.32.170 (5) and 30.52.050(b) of the Clark County Code:

(a): A Traffic Impact Analysis together with a Traffic Impact Mitigation Plan contained therein, prepared in a manner acceptable to the COUNTY, identifying the traffic capacity mitigation measures needed and to be provided by the DEVELOPER with respect to the DEVELOPMENT, at no cost to the COUNTY, as an offset for the projected vehicular and pedestrian traffic increases caused by the DEVELOPMENT, plus said plan will identify area wide traffic mitigation measures also being provided by the DEVELOPER to offset the projected traffic volume increases on public streets not adjacent to or abutting the DEVELOPMENT and caused by the DEVELOPMENT. The Traffic Impact Analysis will also identify the air quality impacts resulting from vehicular traffic generated by the

DEVELOPMENT and pedestrian safety needs as they relate to public walkways. Any reliance upon the use of a joint driveway for access to the DEVELOPMENT contained as a premise of the Traffic Impact Analysis will require the establishment of cross easements from the parties to each other or the dedication of a public right-of-way acceptable to the COUNTY, within three (3) months after the date of the COUNTY's approval of this AGREEMENT, or the Traffic Impact Analysis will be modified by the DEVELOPER to reflect traffic capacity mitigation measures caused by the DEVELOPMENT without any reliance upon a joint driveway for providing DEVELOPMENT access. The DEVELOPER also agrees to comply with said Traffic Impact Analysis, said Traffic Impact Mitigation Plan, and all other traffic related conditions set forth in this AGREEMENT prior to the COUNTY's issuance of a temporary or permanent certificate of occupancy for the general public's use of the DEVELOPMENT.

(b): A Drainage Study together with a Drainage Impact Mitigation Plan contained therein, may be submitted in phases, which must be prepared in a manner acceptable to the COUNTY and the Clark County Regional Flood Control District, and that will identify the drainage mitigation measures needed and proposed to be provided by the DEVELOPER with respect to the DEVELOPMENT, at no cost to the COUNTY, as an offset for the projected drainage discharge increases caused by the DEVELOPMENT, plus said Drainage Impact Mitigation Plan will identify the on-site and the off-site drainage diversions provided by the DEVELOPMENT and any needed drainage impact mitigation measures to be provided by the DEVELOPER, and finally the Drainage Impact Mitigation Plan will identify the needed changes to all drainage facilities impacted by the DEVELOPMENT, in accordance with the accepted Drainage Study, after completion of the DEVELOPMENT and necessary to provide upstream and downstream property protection from the adverse effects of a one hundred (100) year storm event that has a one (1%) percent probability of occurring each year. The DEVELOPER also agrees to comply with said Drainage Study, said Drainage Impact Mitigation Plan, and all other drainage conditions set forth in this AGREEMENT prior to the COUNTY's issuance of temporary or permanent certificate of occupancy for the general public's use of the DEVELOPMENT.

2.4 DEVELOPER's Design Responsibilities

The DEVELOPER agrees to prepare the design and construction documents for the IMPROVEMENTS and other features of the DEVELOPMENT, at no cost to the COUNTY, and in accordance with the Clark County Code and in a manner acceptable to the COUNTY as follows:

(a): Per Section 2.3 herein, the DEVELOPER acknowledges that it has retained, at its sole cost and expense, professional engineering services from a Nevada registered professional engineer for the preparation of a Drainage Study and a Traffic Impact Analysis for the DEVELOPMENT acceptable to the COUNTY. The DEVELOPER further acknowledges that the Traffic Impact Analysis submitted by the DEVELOPER must be approved by the COUNTY prior to the DEVELOPER'S preparation of construction documents for any IMPROVEMENT.
(b): The DEVELOPER agrees to retain, at its sole cost and expense, professional engineering design services from a Nevada professional engineer for the preparation of construction documents, including the final plans and specifications, for the IMPROVEMENTS in a manner acceptable to the COUNTY. Such construction documents shall be submitted in an approvable format to the COUNTY, and must receive final approval from the COUNTY and any other entity as required by the COUNTY, and apply for a right-of-way permit for construction of the IMPROVEMENTS, within nine (9) months from the date of issuance of

the first building permit and prior to the issuance of any temporary or permanent certificates of occupancy for the general public's use of the DEVELOPMENT.

(c)

The design of the IMPROVEMENTS will employ the design standards and criteria contained in Subsection 30.32.080(a) of the Clark County Code as adopted by the COUNTY on the date of this AGREEMENT. However, the Parties mutually agree:

(1): That aesthetic design standards for private improvements shall be established by the DEVELOPER in accordance with the requirements of the Clark County Code and/or the Clark County Planning Commission; and,
(2): That life and safety standards for the IMPROVEMENTS shall meet or exceed the COUNTY's Street Improvement Standards of Subsection 30.32.080(a) of the Clark County Code and the requirements of the COUNTY's Building Code.

2.5 DEVELOPER's Off-Site Improvement Construction

The DEVELOPER agrees to construct at its sole cost and expense the IMPROVEMENTS, and all other off-site improvements identified and made a part of the accepted off-site improvement plans and specifications for the DEVELOPMENT associated with each phase of the DEVELOPMENT. No temporary or permanent certificates of occupancy for the general public use of the DEVELOPMENT shall be issued until the Traffic Impact Analysis and the construction plans and specifications for the IMPROVEMENTS are approved by the COUNTY, the required drainage and traffic participation agreements have been executed, and the IMPROVEMENTS permitted, constructed, and accepted by the COUNTY's Department of Development Services.

2.6 DEVELOPER's Additional Participation

(a): At the request of the COUNTY, the DEVELOPER agrees to provide cash contributions and/or execute participation agreements for all off-site traffic mitigation measures identified as being remote from the DEVELOPMENT in the COUNTY approved Traffic Impact Analysis, and in any COUNTY approved supplemental Traffic Impact Analysis, in the amount determined to be the contributory share attributable to the DEVELOPMENT as derived by said study and as approved by the COUNTY. The DEVELOPER will pay all cash contributions or will sign all said offsite traffic participation agreements prior to the COUNTY's approval of the Traffic Impact Analysis for the DEVELOPMENT.
(b): At the request of the COUNTY, the DEVELOPER agrees to provide cash contributions and/or execute participation agreements for all off-site drainage mitigation measures identified as being remote from the DEVELOPMENT in the COUNTY approved Drainage Study, and in any COUNTY approved supplemental Drainage Study, in the amount determined to be the contributory share attributable to the DEVELOPMENT as derived by said study and as approved by the COUNTY. The DEVELOPER will pay all cash contributions or will sign all said offsite drainage participation agreements prior to the COUNTY's approval of the Drainage Study for the DEVELOPMENT.

2.7 DEVELOPER's Building Permits

Building Permits for the DEVELOPMENT shall be issued by the COUNTY in accordance with the provisions of Title 30 of the COUNTY Code ("the Clark County Unified Development Code"), except for the building permits for the structures specifically identified and shown in Exhibit "B," attached hereto and by this reference made a part hereof, which building permits will only be issued after all of the conditions of Section 30.32.170 and the conditions shown on Exhibit "B" have been met.

2.8 DEVELOPER's Operations and Maintenance Responsibility

(a): The DEVELOPER will provide for the operation and maintenance of all IMPROVEMENTS located within the DEVELOPMENT including, but not limited to, sidewalks, walkways, or other forms of pedestrian passage through the DEVELOPMENT which are not dedicated for the general public's use and are not accepted for maintenance by the COUNTY, or any other public entity.
(b): The DEVELOPER will provide for the maintenance of all private improvements located within public rights-of-way acquired, reserved, or leased by the DEVELOPER.
(c): The DEVELOPER will provide for the operation of all IMPROVEMENTS constructed, installed, owned and/or controlled by the DEVELOPER.

2.9 DEVELOPER's PERFORMANCE BOND

The DEVELOPER agrees to provide the COUNTY a PERFORMANCE BOND in favor of the COUNTY, prior to the issuance of any building or construction permits, and in the amount of one hundred twenty-five (125%) percent of the estimated IMPROVEMENT COST approved by the COUNTY, which equals One Million One Hundred Sixteen Thousand Five Hundred Eighty-Two dollars ($1,116,582). The DEVELOPER will maintain the full amount of said PERFORMANCE BOND and replace any amounts used by the COUNTY pursuant to the terms of this AGREEMENT when requested to do so by the COUNTY. The DEVELOPER further agrees to increase the amount of the PERFORMANCE BOND to reflect true and actual increases in the IMPROVEMENT COSTS above the amount previously posted after the review and approval by the COUNTY of the Traffic, Drainage, and any supplemental Impact Evaluation Studies and prior to the date of issuance of any additional building permits.

2.10 Fees

The DEVELOPER agrees to pay to the COUNTY all application, plans check and inspection fees associated with this AGREEMENT in accordance with Chapter 30.80 of the Clark County Code.

2.11 TDM and TSM Studies and Follow-Up Studies

The DEVELOPER agrees to prepare plans for Transportation Demand Management (TDM) and Transportation Systems Management (TSM) as they relate to the employees, customers, and visitors of the DEVELOPMENT. The plans will be made a part of the Traffic Impact Evaluation Study and shall be presented by the DEVELOPER or his representative to the COUNTY's Board of Commissioners during one of their regularly scheduled meetings for acceptance by the Board of Commissioners prior to the DEVELOPER's request for approval of a temporary or permanent certificate of occupancy. The DEVELOPER agrees to satisfy and comply with all aspects of the accepted TDM and TSM plans in the DEVELOPER's operation of the DEVELOPMENT. DEVELOPER will perform a follow-up study to evaluate the effectiveness of its TDM and TSM plans. Said follow-up study shall be completed within one year of the DEVELOPMENT's occupancy is established and shall be presented by the DEVELOPER or his representative to the COUNTY's Board of Commissioners.

2.12 IMPROVEMENT Warranty

The DEVELOPER is responsible for any original or developed defects or failures of the IMPROVEMENTS which appear within one (1) year after the date of acceptance of the IMPROVEMENTS by the COUNTY. The DEVELOPER shall, at its own cost and expense, make all replacements and adjustments the IMPROVEMENTS as required by the COUNTY, within thirty (30) days after being notified by the COUNTY of such defects or failures, and to the satisfaction of the COUNTY.

ARTICLE III—COUNTY AGREES

3.1 COUNTY's Property Conveyance

The COUNTY shall convey all surplus property rights, as solely determined by the COUNTY, which were granted to the COUNTY by the DEVELOPER for the IMPROVEMENT construction, or previously granted to the COUNTY by the DEVELOPER for any other public improvement identified herein, to the DEVELOPER after the completion of the IMPROVEMENT construction and upon acceptance of the IMPROVEMENT construction for maintenance by the COUNTY.

3.2 COUNTY's Design Responsibilities

The COUNTY agrees to prepare the design and construction contract documents for the public improvements included herein that are not previously established development conditions imposed on the DEVELOPMENT by the COUNTY's land use approval process, are not a DEVELOPER's obligation contained in this AGREEMENT, or a public improvement that is to be cost shared with other parties.

3.3 COUNTY's Operations and Maintenance Responsibility

The COUNTY agrees to provide, so long as it is in the best interest of the COUNTY and/or the public, as solely determined by the COUNTY's Director of Development Services or designee, or make arrangements to provide, for the operation and maintenance of the IMPROVEMENTS, if such IMPROVEMENTS are dedicated to the COUNTY and located in the public's right-of-way, upon acceptance of the IMPROVEMENT construction by the COUNTY, except sidewalks, walkways, or other forms of pedestrian passage through the DEVELOPMENT which are not dedicated for the general public's use and which have not been accepted for maintenance by the COUNTY.

3.4 COUNTY's Review of Submittals

The COUNTY agrees that it will review all Submittals of the DEVELOPER in the normal review process time frame as determined by the COUNTY.

ARTICLE IV—COUNTY AND DEVELOPER AGREE

4.1 In General

The Parties to this AGREEMENT mutually agree that the construction of off-site and on-site improvements described herein and the granting or dedication of rights-of-way for the public's use are reasonably necessary to support and mitigate the effects of the DEVELOPMENT on the COUNTY's system of roadways, walkways and drainage facilities.

4.2 IMPROVEMENT Coordination

The Parties mutually agree to coordinate their respective design efforts with the other Party that may be affected by any proposed IMPROVEMENT construction.

4.3 No Barriers to Public Access

Except for temporary obstructions caused by construction or maintenance activities, the Parties hereto mutually agree that no barriers shall be constructed on any portion of the

IMPROVEMENTS located within public rights-of-way that would obstruct the use, operation and maintenance of IMPROVEMENTS or that would interfere with the free access and movement of the Parties and the public through the IMPROVEMENTS located within public rights-of-way.

ARTICLE V—MISCELLANEOUS

5.1 Term

This AGREEMENT shall be in full force and effect from and after the date of execution of the AGREEMENT and shall continue until the obligations of all Parties herein are fulfilled.

5.2 Workmanship

5.3 Non-Waiver

5.4 Successors and Assigns

5.5 Severability

5.6 Captions

5.7 Governing Law

The laws of the state of Nevada shall be applied in interpreting and construing this AGREEMENT.

5.8 Further Assurances

The Parties hereto shall take any actions necessary on or after the date hereof which may be required to effectuate the terms of this AGREEMENT.

5.9 Notices

Every and all notices required hereunder shall be given by personal service, telegram, or by deposit in the United States Mail, postage prepaid to the respective other Parties to this AGREEMENT.

5.10 Amendments or Modifications

This AGREEMENT contains the entire agreement between the Parties herein and cannot be amended, modified, or changed, unless done so in writing and signed by the Parties.

5.11 Indemnification and Insurance

The DEVELOPER does hereby agree to indemnify, defend, and hold harmless the COUNTY and its officers, agents, and employees from and against any and all suits, actions, proceedings, claims, demands, losses, damages, liabilities, costs, interests, attorney fees, and expenses of whatever kind or nature, whether rightful or otherwise, arising out of or related to this AGREEMENT, and/or arising out of the actions of the DEVELOPER in the performance or non-performance of this AGREEMENT. The foregoing indemnity clause includes, but is not limited to, any and all claims, demands, losses, damages, liabilities, costs, interests, attorney fees (including, but not limited to, attorney fees applicable to state and federal actions), and expenses of whatever kind or nature, whether rightful or otherwise, arising from any condition or restriction contained in any property conveyance or transfer document, and/or the actions or inactions of the COUNTY its officers, agents, or employees arising out of the development AGREEMENT, the approval of this AGREEMENT, the consequences of the COUNTY's approval of this AGREEMENT, failure of the DEVELOPER to adequately construct, operate, repair, or maintain the sidewalks, walkways, or other forms of pedestrian passage through the DEVELOPMENT, injuries caused to person or persons or property damage sustained as a result of the acts or omissions of the DEVELOPER relating to the sidewalk, walkways, or other forms of pedestrian passage in the DEVELOPMENT. The COUNTY may, at its own option, choose to hire its own attorneys in defense of any or all suits, demands, losses, damages, liabilities, costs, interests, attorney fees, and expenses of whatever kind or nature, whether rightful or otherwise. If the COUNTY chooses to exercise this option, the DEVELOPER will continue to indemnify and hold the COUNTY harmless and remain responsible and liable for the payment of all fees, costs, expenses, and interest including, but not limited to, attorney's fees, investigative fees, court costs and expenses and filing fees, witness fees, court reporter fees, and all other related office and administrative expenses.

The DEVELOPER agrees to obtain and maintain a general comprehensive liability insurance policy in the minimum amount of five million ($5,000,000) dollars on an "occurrence" basis and with the DEVELOPER's deductible not exceeding two hundred fifty thousand ($250,000). The coverage must be provide either on ISO Commercial General Liability form or an ISO Broad Form Comprehensive General Liability form. Policies must include, but not limited to, coverages for bodily injury, property damage, personal injury, Broad Form property damage, premises and operations, and severability of interest. Said policy will name the COUNTY, its commissioners, officers, agents, and employees as additional insureds. The policies will be primary and any other insurance carried by the DEVELOPER shall be excess and not contributing therewith. The policy must be endorsed to require thirty (30) days advanced notice to COUNTY of modification or cancellation of said policy. This insurance requirement does not in any way limit the DEVELOPER's liability under this Agreement.

5.12 Counterparts

IN WITNESS WHEREOF, the Parties hereto have caused this AGREEMENT to be executed by their authorized officers the day and year first above written.

COUNTY OF CLARK , a political subdivision of the State of Nevada		Lido Casino Resort, LLC A Limited Liability Company

/s/ PHIL ROSENQUIST Phil Rosenquist, Director Department of Development Services		/s/ BRAD STONE Brad Stone, Vice President

State of Nevada

County of Clark

This instrument was acknowledged before me on August 10, 2004, by Brad Stone as Vice President of Lido Casino Resort, LLC, a Limited Liability Company.


N(Seal, if any)		/s/ AGNIESZKA K. PARKER (Signature of notarial officer)
[SEAL] Notary Public—State of Nevada COUNTY OF CLARK AGNIESZKA K. PARKER NO. 00-64827-1 My Appointment Expires September 19, 2004		My commission expires: Sept. 19th, 2004

STANDARD FORM APPROVED BY THE CLARK COUNTY BOARD OF COMMISSIONERS JULY 16, 2002.

APN 162-16-211-002 & 162-16-202-005

LEGAL DESCRIPTION: PALAZZO PHASING

A PARCEL OF LAND BEING A PORTION OF LOT 2 OF "VENETIAN CASINO RESORT" A COMMERCIAL SUBDIVISION, AS DELINEATED ON THAT CERTAIN RECORD OF SURVEY IN FILE 96, PAGE 37, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA COMBINED WITH THAT CERTAIN PARCEL RECORDED IN A DEED RECORDED OCTOBER 2, 2001 IN BOOK 20011002 AS DOCUMENT NO. 02608, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA.

EXCEPTING THEREFROM THAT CERTAIN PARCEL OF LAND RECORDED IN A DEED RECORDED IN BOOK 20020830 AS DOCUMENT NO. 04166, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA AND DELINEATED ON THAT CERTAIN RECORD OF SURVEY IN FILE 122, PAGE 62 OF OFFICIAL RECORD, CLARK COUNTY, NEVADA.

/s/ Kenneth W. Shumway
6-24-04
[SEAL]

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IMPROVEMENT PHASING AGREEMENT
ARTICLE I—DEFINITIONS
ARTICLE II—DEVELOPER AGREES
ARTICLE III—COUNTY AGREES
ARTICLE IV—COUNTY AND DEVELOPER AGREE
ARTICLE V—MISCELLANEOUS

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Exhibit 10.39

LAND CONCESSION AGREEMENT

Considering that:(1)

(1): This is a summary of the recitals of the lease agreement, as published in the Macau Government Gazette, supplement to issue no. 50, 2nd series, dated 10 December 2003. The clauses of the agreement are translated in full.
1.: In June, 2002, the government has granted to Galaxy Casinos S.A. a gambling franchise, with the obligation of it transferring its the management to Venetian Macau—Sociedade Gestora, S.A.;
2.: In October 2002, Venetian Macau—Sociedade Gestora, S.A. requested for the lease of a plot of land located at Avenida Dr. Sun lat Sen, for the purposes of building an entertainment centre, including casino, restaurants, commercial areas, entertainment and parking;
3.: The request was reviewed by the competent government departments;
4.: The Secretary for Lands, Public Works and Transportation has exceptionally authorized the starting of construction works in order to allow the beginning of operations at the site as soon as possible;
5.: In July 2003, the requesting party presented a new usage plan, incorporating substantial changes to the internal layout of the building and usage areas, asking for an urgent decision as regards the premium price;
6.: The Public Works Dept. prepared a draft lease agreement, proposing that the premium price be determined in accordance with the purpose "5 star hotel" being the percentage of estimated profit 30% given the nature of the usage of the land as well as existing precedent for the same circumstances;
7.: The criteria was approved by the Chief Executive and the requesting party was notified, being also given a draft contract;
8.: The requesting party, under its new name Venetian Macau S.A., proposed some changes to the draft, namely that the lease be given to it directly, not as representative of another company, in accordance with the subconcession contract executed between Galaxy Casinos, S.A. and Venetian Macau, S.A. in December 2002;
9.: These, and other changes were duly evaluated by the Government;
10.: A new draft contract was issued and approved by all parties;
11.: The Land Commission, on December 3, 2003, gave its opinion, approving the lease terms;
12.: The Land Commission's opinion was accepted by the Chief Executive on December 8, 2003;
13.: The plot of land, with an area of 26082 m2, not registered in the Macau Land and Buildings Registry, is marked with letters "A", "B1" and "B2", in the chart n.° 6086/2003, issued by the Surveying and Cartography Department on 27 August, 2003;
14.: The terms of the lease were expressly accepted by the requesting party, as per a statement signed by Joaquim Jorge Perestrelo Neto Valente, as director of Venetian Macau S.A.;
15.: The premium pursuant to clause 9.2 of the lease contract was paid on December 9, 2003;

CLAUSE FIRST—OBJECT

In performance and execution of clause 3 of its Investment Plan, by this contract, the first party, grants to the second party, by way of lease and without a public tender, a plot of land, not registered in the Macau Land and Buildings Registry with an area of 26 082m2 (twenty six thousand and eighty-two square meters), located in the Macau peninsula at Avenida Dr. Sun Yat Sen , next to the "Mandarin Hotel Resort". The leased land, valued at $160.137.280,00 (one hundred and sixty million, one hundred

and thirty-seven thousand, two hundred and eighty patacas), which is marked with letters "A", "B1" and "B2", in the chart n.° 6086/2003, issued by the Surveying and Cartography Department on 27 August, 2003, which is a part of this contract, and is hereinafter named as the land.

CLAUSE SECOND—LEASE TERM

1. The lease is valid for a period of 25 (twenty five) years, starting from the date in which the Chief Executive's dispatch titling this contract is published in the Government Gazette.

2. The lease term, as per above, may, in accordance with applicable legislation, be successively renewed.

CLAUSE THIRD—LAND USE AND PURPOSE

1.: The land is to be used for the construction of a building with the following gross construction areas and purposes:

1. Entertainment centre, commercial areas, restaurants and other support areas		58.606m2
2. Gambling areas		5.776m2
3. Parking		27.124m2
4. Free area		6.203m2

2. The usage of the land must conform to the conditions contained in the Official Alignment Plan no. 2003A036 issued on 11 August, 2003, by the Transportation and Public Works Department (DSSOPT) as well as the project to be drafted and presented by the second party and to be approved by the first party.

CLAUSE FOURTH—TERM FOR USE

1. The use of the land must take place within 30 (thirty) months, starting from the date in which the Chief Executive's dispatch titling this contract is published in the Government Gazette.

2. The term set out above includes the terms needed for the presentation of the projects by the second party and their review by the first party.

CLAUSE FIFTH—FINES

1. As penalty for the non compliance of the term contained in the previous clause, relating to the use of the land, the second party shall pay a fine of up to $5.000,00 (five thousand patacas) for each day of delay, up to 60 (sixty) days; beyond this period, and up to the total maximum of 120 (one hundred and twenty days), it is subject to a fine of up to twice the above amount, except in duly justified circumstances, accepted by the first party.

2. The second party is not liable in accordance with the above upon the occurrence of an event of force majeure or other relevant events which are, justifiably, outside of its control.

3. An event shall be considered an event of force majeure if it results exclusively from unpredictable and irresistible events.

4. For the purposes of no 2, above, the second party shall notify, in writing the first party, as soon as possible, the occurrence of such events.

CLAUSE SIXTH—RENT

1. During the term of the land use, the second party shall pay an annual rent in the amount of $30,00 (thirty patacas) per square meter of leased land, totaling $782.460,00 (seven hundred and eighty-two thousand, four hundred and sixty patacas).

2. After the use of the land is concluded, the second party shall pay an annual rent in the amount of $1.299.000,00 (one million, two hundred and ninety nine thousand patacas) calculated in accordance with the following usage and gross construction area:

1. Entertainment centre, commercial areas, restaurants and other support areas: 58.606m2 X $15,00/m2	$	879.090,00
2. Gambling areas: 5.776m2 X 15,00/m2	$	86.640,00
3. Parking: 27.124m2 X $10,00/m2	$	271.240,00
4. Free area: 6.203m2 X 10,00/m2	$	62.030,00

3. The rents shall be reviewed every five years, starting from the date in which the Chief Executive's dispatch titling this contract is published in the Government Gazette, without prejudice as to the immediate applicability of new amounts in accordance with legislation which may be enacted during the term of this contract.

CLAUSE SEVENTH—SURETY

1. In accordance with article 126 of Law no. 6/80/M, enacted on July 5, 1980, the second party shall give surety in the amount of $782.460,00 (seven hundred and eighty-two thousand, four hundred and sixty patacas) by way of a deposit or bank guarantee accepted by the first party.

2. The amount of surety, mentioned above, shall always follow the amount of annual rent.

CLAUSE EIGHT—SPECIAL OBLIGATIONS

1. The following are special obligations to be exclusively borne by the second party:

1.1 The formation of the leased land, marked with letters "A", "B1" and "B2" in the plan no. 6086/2003, issued by the Surveying and Cartography Department on 27 August, 2003.

1.2 The rerouting and/or removal of all existing infrastructures in the leased land and adjacent zones, namely sewage network, water supply, electrical grid and telecommunications.

1.3 Paving of sidewalks and streets in the zone surrounding the leased land.

1.4 Landscaping works around the leased land.

2. For the purposes of executing the above works, the second party shall draft all construction projects, which must be approved by the first party.

3. The second party warrants the due performance and the quality of the materials and equipment to be used in the works referred to in points 1.2 and 1.3 of this clause for a period of two years, starting from the provisional delivery of such works, being under the obligation to repair and correct all deficiencies found during that period, and, in the works referred to in no. 1.4, for the duration of the lease.

CLAUSE NINTH—PREMIUM

The second party shall pay to the first party, as premium for this contract, the total amount of MOP$160.137.280,00 (one hundred and sixty million, one hundred and thirty seven thousand, two hundred and eighty patacas), as follows:

1. $39.968.243,00 (thirty nine million, nine hundred and sixty eight thousand, two hundred and forty three patacas) in kind for the execution of the works as per no. 1.1 and 1.2 of clause eighth;

2. $15.000.000,00 (fifteen million patacas) which the first party has already received and hereby gives acquittal;

3. The remaining, in the amount of $105.169.037,00 (one hundred and five million, one hundred and sixty nine thousand and thirty seven patacas), which shall accrue interest at the annual rate of 5%, shall be paid in 5 (three) half-yearly installments of equal amount in capital and interest, in the amount of $22.637.320,00 (twenty two million, six hundred and thirty seven thousand, three hundred and twenty patacas), each, the first being due 6 (six) months after the date in which the Chief Executive's dispatch titling this contract is published in the Government Gazette.

CLAUSE TENTH—EXCESS LAND MATERIALS

1. The second party is expressly prohibited from withdrawing from the leased land, without the prior written consent of the first party, any materials, such as earth, stones and sands, produced by excavations for the purpose of building the foundations or ground leveling.

2. The first party shall only grant permits for the removal of such materials which cannot be used on the leased land nor are suitable for any other use.

3. The materials removed with the first party's authorization shall be always deposited in a location to be indicated by the first party.

4. The second party shall be liable for the non performance of this clause, without prejudice to the payment of an indemnity to be determined by experts from DSSOPT according to the materials effectively removed, as follows:

4.1 Upon the first violation: a fine of between $20.000,00 and $50.000,00;

4.2 Upon the second infraction: a fine of between $51.000,00 and $100.000,00;

4.3 Upon the third infraction: a fine of between $101.000,00 and $200.000,00;

4.4 Starting from the fourth infraction, the first party shall have the right to terminate this agreement.

CLAUSE ELEVENTH—USAGE LICENSE

The usage license shall only be issued after presentation of evidence of full payment of the premium as defined in clause nine and the full performance of the obligations contained in clause eight.

CLAUSE TWELFTH—ASSIGNMENT

1. The assignment of any rights resulting from this lease, given its nature, is dependent upon prior authorization by the first party and the assignee shall be subject to a revision of this contract.

2. As security for financing the necessary construction works, the second party may mortgage the land lease right over the leased land in favor of credit institutions, in accordance with article 2 of Decree-Law 51/83/M, enacted on December 26, 1983.

CLAUSE THIRTEENTH—OVERSIGHT

During the construction period, the second party must grant full access to the land and to the construction works to any government representatives overseeing the works, giving them all assistance and means necessary to ensure the proper discharge of their duties.

CLAUSE FOURTEENTH—FORFEITURE

1. This contract shall be forfeit in the following situations:

1.1 After the term of the aggravated fine as per no 1 of clause five;

1.2 Change, without consent, of the purpose of the lease, while the construction is not concluded;

1.3 Stoppage of construction for a period of over 90 (ninety) days, except under special conditions duly justified and accepted as such by the first party;

2. The forfeiture of this contract is declared by a decision from the Chief Executive, published in the Government Gazette.

3. The forfeiture of this contract shall result in the possession of the land returning to the first party, with all construction works already made, without compensation to the second party.

CLAUSE FIFTEENTH—RESCISSION

1. This contract may be rescinded upon the occurrence of any of the following events:

1.1 Non payment of rent when due and payable;

1.2 Change without consent in the usage of the land and/or the purpose of the lease, if the construction works are concluded,

1.3 Assignment in violation of clause twelve,

1.4 Non performance of the obligations contained in clauses eight and nine;

1.5 Repeated non performance, after the forth infraction, of the obligations contained in clause tenth;

2. The rescission shall be declared by decision of the Chief Executive to be published in the Government Gazette.

CLAUSE SIXTEENTH—COMPETENT JURISDICTION

Any conflict resulting from this contract shall be brought before the Court of First Instance of the Macau SAR.

CLAUSE SEVENTEENTH—APPLICABLE LAW

Matters not provided for in this contract shall be governed by Law 6/80/M, enacted on July 5, 1980 and all other applibable legislation

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Exhibit 10.48

AIRCRAFT TIME SHARING AGREEMENT

This AIRCRAFT TIME SHARING AGREEMENT (the "Agreement") is made and entered into as of this 18th day of June, 2004, by and between Interface Operations LLC, a Delaware limited liability company ("Provider"), and Las Vegas Sands, Inc., a Nevada corporation ("Recipient").

In consideration of the mutual promises, agreements, covenants, warranties, representations and provisions contained herein, the parties agree as follows:

1. Time Sharing of the Aircraft. Subject to the terms and conditions of this Agreement, Provider shall provide Recipient with transportation services on a non-exclusive basis using Provider's aircraft identified as a Boeing 737-7BC, serial number 33102, U.S. registration number N108MS (the "Aircraft"). This Agreement is intended to be a time sharing agreement within the meaning of 14 C.F.R. Section 91.501(c)(1).

2. Term. The term of this Agreement (the "Term") shall commence on the date of this Agreement and end on December 31, 2005 (the "Expiration Date"). The Expiration Date (as it may be extended) shall be automatically extended by one year if neither party has given notice of non-renewal to the other at least thirty (30) days before the then Expiration Date. Notwithstanding anything to the contrary in this section 2, either party may terminate this Agreement on thirty (30) days' notice, provided that such party is not then in default, and this Agreement shall terminate automatically upon the termination of the Lease (as defined in Section 6(f)).

3. Delivery to Recipient. Upon the request of Recipient, subject to the availability of the Aircraft as determined by Provider, Provider shall make the Aircraft available to Recipient at such location as Recipient may reasonably request. Recipient acknowledges that Provider currently bases the Aircraft at Portland International Airport, Portland, Oregon (the "Base").

4. Fee.

(a) Recipient shall pay to Provider, for Recipient's use of the Aircraft during the Term the following amounts (referred to collectively as the "Fee") within 30 days of receipt of an invoice from Provider or its representative with respect to such use:

(i) twice the cost of the fuel, oil and other additives consumed;

(ii) all fees, including fees for landing, parking, hangar, tie-down, handling, customs, use of airways and permission for overflight;

(iii) all expenses for catering and in-flight entertainment materials;

(iv) all expenses for flight planning and weather contract services;

(v) all travel expenses for pilots, flight attendants and other flight support personnel, including food, lodging and ground transportation; and

(vi) all communications charges, including in-flight telephone.

(b) Recipient shall be responsible for arranging and paying for all passenger ground transportation and accommodation in connection with Recipient's use of the Aircraft.

(c) For the sake of clarification, flights to ferry the Aircraft to the delivery location specified by Recipient pursuant to section 3, and flights to return the Aircraft to the Base or such other location as the parties agree pursuant to section 5, shall be deemed to be use of the Aircraft by Recipient.

5. Return to Base. On the earlier of the Expiration Date or the termination of this Agreement pursuant to section 16(a)(i) and, unless Provider agrees to the contrary, upon the conclusion of each flight of the Aircraft by Recipient under this Agreement, the Aircraft shall be returned to the Base or such other location as Provider and Recipient may agree.

6. Use of Aircraft.

(a) Recipient shall use the Aircraft only for the transportation of its directors, officers, employees and guests and shall not obtain compensation for such transportation from any person.

(b) Recipient shall not violate, and shall not permit any of its employees, agents or guests to violate, any applicable law, regulation or rule of the United States, or any state, territory or local authority thereof, or any foreign government or subdivision thereof, and shall not bring or cause to be brought or carried on board the Aircraft, or permit any employee, agent or guest to bring or cause to be brought or carried on board the Aircraft, any contraband or unlawful articles or substances, or anything that is contraband or is an unlawful article of substance in any jurisdiction into or over which the Aircraft is to operate on behalf of Recipient.

(c) Recipient shall, and shall cause its employees, agents and guests to, comply with all lawful instructions and procedures of Provider and its agents and employees regarding the Aircraft, its operation or flight safety.

(d) Recipient acknowledges that its discretion in determining the origin and destination of flights under this Agreement shall be subject to the following: (i) such origin and destination, and the routes to reach such origin and destination, are not within or over (A) an area of hostilities, (B) an area excluded from coverage under the insurance policies maintained by Provider with respect to the Aircraft or (C) a country or jurisdiction for which exports or transactions are subject to specific restrictions under any United States export or other law or United Nations Security Council Directive, including without limitation, the Trading With the Enemy Act, 50 U.S.C. Section 1 et seq., the International Emergency Economic Powers Act, 50 U.S.C. Sections 1700 et seq. and the Export Administration Act, 50 U.S.C. Sections 2401 et seq.; (ii) the flights proposed by Recipient shall not cause (A) the Aircraft or any part thereof (1) to be used predominately outside of the United States within the meaning of the Section 168(g)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) to fail to be operated to and from the United States within the meaning of Section 168(g)(4)(A) of the Code; and (B) any item of income, gain, deduction, loss or credit with respect to the transactions contemplated by this Agreement to be treated as derived from, or allocable to, sources without the United States within the meaning of Section 862 of the Code; (iii) the proposed flights do not require the flight crew to exceed any flight or duty time limitations that Provider imposes upon its flight crews; and (iv) in the judgment of Provider, the safety of flight is not jeopardized.

(e) Recipient acknowledges that, if, in the view of Provider (including, its pilot-in-command), flight safety may be jeopardized, Provider may terminate a flight or refuse to commence it without liability for loss, injury or damage occasioned by such termination or refusal. Recipient further acknowledges that, in accordance with applicable Federal Aviation Regulations ("FAR"), the qualified flight crew provided by Provider will exercise all of its duties and responsibilities in regard to the safety of each flight conducted hereunder and Recipient specifically agrees that the flight crew, in its sole discretion, may terminate any flight, refuse to commence any flight, or take other action which in the considered judgement of the pilot-in-command is necessitated by considerations of safety. No such action of the pilot-in-command shall create or support any liability for loss, injury, damage or delay to Recipient or any other person. Recipient acknowledges and agrees that Provider shall not be liable under any circumstances for delay or failure to furnish the Aircraft and crew pursuant to this Agreement or for any loss, damage, cost or expense arising from or related to, directly or indirectly, any delay, cancellation or failure to furnish any transportation pursuant to this Agreement, including, but not limited to, when caused by government regulation, law or authority, mechanical difficulty or breakdown, war, civil commotion, strikes or other labor disputes, weather conditions, acts of God, public enemies or any other cause beyond Provider's control.

(f) Recipient acknowledges that (i) the Aircraft is owned by Yona Aviation II LLC, a Oregon limited liability company ("Owner") and is leased to Provider pursuant to that certain Aircraft Lease Agreement by and between Owner and Provider dated as of June 16, 2004 (the "Lease") and (ii) the rights of Recipient in and to the Aircraft are subject and subordinate to all terms of the Lease and all rights of Owner in and to the Aircraft under the Lease, including without limitation the right of Owner to inspect and take possession of the Aircraft from time to time in accordance with the Lease and applicable law.

Accordingly, Recipient (i) waives any right that it might have to any notice of Owner's intention to inspect, take possession or exercise any other right or remedy in respect of the Aircraft or under the Lease, (ii) waives, as against Owner, all rights to any set-off, defense, counterclaim or cross-claim that it may hold against Provider and (iii) acknowledges that, upon a default of Provider under the Lease, Recipient shall have no further rights in and to the Aircraft.

Recipient acknowledges that Owner has not made any warranty or representation, either express or implied, as to the condition of, or as to the quality of the material, aircraft or workmanship in, the Aircraft or any component thereof delivered to Provider, and Owner does not make any warranty of merchantability or fitness of the Aircraft or any component thereof for any particular purpose or as to title to the Aircraft or components thereof, or any other representation or warranty, express or implied, with respect to the Aircraft or components thereof.

7. Pilots. For all flights of the Aircraft by Recipient pursuant to this Agreement, Provider shall cause the Aircraft to be operated by pilots who are duly qualified under the Federal Aviation Regulations, including without limitation, with respect to currency and type-rating, and who meet all other requirements established and specified by the insurance policies required hereunder.

8. Operation and Maintenance Responsibilities of Provider. Provider shall be in operational control of the Aircraft at all times during the Term and shall operate the Aircraft under FAR Part 91. Provider shall be solely responsible for the operation and maintenance of the Aircraft.

9. Liens. Recipient shall not directly or indirectly create or incur any liens on or with respect to (i) the Aircraft or any part thereof, (ii) Owner's title thereto, (iii) any interest of Provider or Owner therein, (and Recipient will promptly, at its own expense, take such action as may be necessary to discharge any such lien), except (a) the respective rights of Provider and Recipient as herein provided and (b) liens created by or caused to be created by Owner of Provider.

10. Taxes.

(a) Except for any taxes on, or measured by, the net income of Provider imposed by the United States government or any state or local government or taxing authority in the United States, which shall be the sole responsibility of Provider, Recipient shall pay to and indemnify Provider and its employees and agents (collectively, the "Indemnitees") for, and hold each Indemnitee harmless from and against, on an after-tax basis, all other income, personal property, ad valorem, franchise, gross receipts, rental, sales, use, excise, value-added, leasing, leasing use, stamp, landing, airport use, or other taxes, levies, imposts, duties, charges, fees or withholdings or any nature, together with any penalties, fines, or interest thereon ("Taxes") arising out of the transactions between Provider and Recipient contemplated by this Agreement or Recipient's use of the Aircraft and imposed against any Indemnitee, Recipient, or the Aircraft, or any part thereof, by any federal or foreign government, any state, municipal or local subdivision, any agency or instrumentality thereof, or other taxing authority upon or with respect to the Aircraft, or any part thereof, or upon the ownership, delivery, leasing, possession, use, operation, return, transfer or release thereof, or upon the rentals, receipts or earnings arising therefrom. Recipient shall have the right to contest any Taxes attributable to Recipient; provided that (a) Recipient shall have given to Provider written notice of any such Taxes, which notice shall state that such Taxes are

being contested by Recipient in good faith with due diligence and by appropriate proceedings and that Recipient has agreed to indemnify each Indemnitee against any cost, expense, liability or loss (including, without limitation, reasonable attorneys' fees) arising from or in connection with such contest; (b) in Provider's sole judgment, Provider has received adequate assurances of payment of such contested Taxes; and (c) counsel for Provider shall have determined that the nonpayment of any such Taxes or the contest of any such payment in such proceedings does not, in the sole opinion of such counsel, adversely affect the title, property or rights of Provider. In case any report or return is required to be made with respect to any Taxes attributable to Recipient's use of the Aircraft, Recipient will either (after notice to Provider) make such report or return in such manner as will show the ownership of the Aircraft in Owner and sent a copy of such report or return to Provider, or will notify Provider of such requirement and make such report or return in such manner as shall be satisfactory to Provider. Provider agrees to cooperate fully with Recipient in the preparation of any such report or return.

(b) Without limiting the generality of the foregoing, Recipient shall pay to Provider any federal excise taxes applicable to Recipient's use, or Recipient's payment for Recipient's use, of the Aircraft.

11. Insurance. Provider shall maintain in effect at its own expense throughout the Term, insurance policies containing such provisions and providing such coverages as Provider deems appropriate. All insurance policies shall (a) name Recipient as an additional insured, (b) not be subject to any offset by any other insurance carried by Provider or Recipient, (c) contain a waiver by the insurer of any subrogation rights against any of Recipient, (d) insure the interest of Recipient, regardless of any breach or violation by the Provider or of any other person (other than is solely attributable to the gross negligence or willful misconduct of Recipient) of any warranty, declaration or condition contained in such policies, and (e) include a severability of interests endorsement providing that such policy shall operate in the same manner (except for the limits of coverage) as if there were a separate policy covering each insured.

12. Loss or Damage

(a) Recipient shall indemnify, defend and hold harmless Provider and its officers, directors, agents and employees from and against any and all liabilities, claims (including, without limitation, claims involving or alleging Provider's negligence and claims involving strict or absolute liability in tort), demands, suits, causes of action, losses, penalties, fines, expenses (including, without limitation, attorneys' fees) or damages (collectively, "Claims"), whether or not Provider may also be indemnified as to any such Claim by any other person, to the extent relating to or arising out of Recipient's breach of this Agreement or any damage (other than ordinary wear and tear) to the Aircraft caused by Recipient, its employees or guests.

(b) In the event of loss, theft, confiscation, damage to or destruction of the Aircraft, or any engine or part thereof, from any cause whatsoever (a "Casualty Occurrence") occurring at any time when Recipient is using the Aircraft under this Agreement, Recipient shall furnish such information and execute such documents as may be necessary or required by Provider or applicable law. Recipient shall cooperate fully in any investigation of any claim or loss processed by Provider under the Aircraft insurance policy/policies and in seeking to compel the relevant insurance company or companies to pay any such claims.

(c) In the event of total loss or destruction of all or substantially all of the Aircraft, or damage to the Aircraft that causes it to be irreparable in the opinion of Provider or any insurance carrier providing hull coverage with respect to the Aircraft, or in the event of confiscation or seizure of the Aircraft, this Agreement shall automatically terminate; provided, however, that such termination of this Agreement shall not terminate the obligation of Recipient to cooperate with Provider in seeking to compel the relevant insurance company or companies to pay claims arising

from such loss, destruction, damage, confiscation or seizure; provided, further, that the termination of this Agreement shall not affect the obligation of Recipient to pay Provider all accrued and unpaid Fee and all other accrued and unpaid amounts due hereunder.

(d) For the sake of clarification, the Aircraft shall be deemed not available to Recipient after any Casualty Occurrence until such time thereafter as Provider has returned the Aircraft to service. Provider shall have no obligation to return the Aircraft to service after any Casualty Occurrence.

13. Representations, Warranties and Agreements of Recipient. Recipient represents, warrants and agrees as follows:

(a) Authorization . Recipient has all necessary powers to enter into the transactions contemplated in this Agreement and has taken all actions required to authorize and approve this Agreement.

(b) Identification . Recipient shall keep a legible copy of this Agreement in the Aircraft at all times when Recipient is using the Aircraft.

(c) Compliance with Laws . During the Term of this Agreement, Recipient shall abide by and conform to all, such laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the use of the Aircraft by Recipient under this Agreement.

(d) As-Is Condition . Recipient acknowledges that Provider has not made any warranty or representation, either express or implied, as to the design, compliance with specifications, operation, or condition of, or as to the quality of the material, aircraft, or workmanship in, the Aircraft or any component thereof, and Provider makes no warranty of merchantability or fitness of the Aircraft or any component thereof for any particular purpose or as to title to the Aircraft or component thereof, or any other representation or warranty, express or implied, with respect to the Aircraft or component thereof.

14. Representations, Warranties and Agreements of Provider. Provider represents, warrants and agrees as follows:

(a) Authorization . Provider has all necessary powers to enter into the transaction contemplated in this Agreement and has taken all action necessary to authorize and approve this Agreement.

(b) FAA Registration. The Aircraft's registration with the FAA names Owner as the owner of the Aircraft.

(c) Compliance with Laws. During the Term of this Agreement, Lessor shall abide by and conform to all such laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the use of the Aircraft by Recipient under this Agreement.

15. Event of Default. The following shall constitute an Event of Default:

(a) Recipient shall not have made payment of any amount due under section 4 within ten (10) days after the same shall become due; or

(b) Recipient shall have failed to perform or observe (or cause to be performed or observed) any other covenant or agreement required to be performed under this Agreement and such failure shall continue for twenty (20) days after written notice thereof from Provider to Recipient; or

(c) Recipient (i) becomes insolvent, (ii) fails to pay its debts when due, (iii) makes any assignment for the benefit of creditors, (iv) seeks relief under any bankruptcy law or similar law for the protection of debtors, (v) suffers a petition of bankruptcy filed against it that is not

dismissed within thirty (30) days, or (vi) suffers a receiver or trustee to be appointed for itself or any of its assets, and such is not removed within thirty (30) days.

16. Provider's Remedies

(a) Upon the occurrence of any Event of Default, Provider may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Provider in its sole discretion shall elect:

(i) By notice in writing, terminate this Agreement, whereupon all rights of Recipient to the use of the Aircraft or any part thereof shall absolutely cease and terminate, but Recipient shall remain liable as provided in this Agreement and Provider, at its option, may enter upon the premises where the Aircraft is located and take immediate possession of and remove the same by summary proceedings or otherwise. Recipient specifically authorizes Provider's entry upon any premises where the Aircraft may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft. Recipient shall forthwith pay to Provider an amount equal to the total accrued and unpaid Fee and all other accrued and unpaid amounts due hereunder, plus any and all losses and damages incurred or sustained by Provider by reason of any default by Recipient under this Agreement.

(b) Recipient shall be liable for all costs, charges and expenses, including reasonable attorneys' fees and disbursements, incurred by Provider by reason of the occurrence of any Event of Default or the exercise of Provider's remedies with respect thereto.

17. General Provisions

(a) Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the construction or interpretation of this Agreement.

(b) Partial Invalidity. If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be illegal, invalid, unenforceable or void, then such provision shall be enforced to the extent that it is not illegal, invalid, unenforceable or void, and the remainder of this Agreement, as well as such provision as applied to other persons, shall remain in full force and effect.

(c) Waiver. With regard to any power, remedy or right provided in this Agreement or otherwise available to any party, (i) no waiver or extension of time shall be effective unless expressly contained in a writing signed by the waiving party, (ii) no alteration, modification or impairment shall be implied by reason of any previous waiver, extension of time, delay or omission in exercise or other indulgence, and (iii) waiver by any party of the time for performance of any act or condition hereunder does not constitute waiver of the act or condition itself.

(d) Notices. Any notice or other communication required or permitted under this Agreement shall be in writing and shall be deemed duly given upon actual receipt, if delivered personally or by telecopy; or three (3) days following deposit in the United States mail, if deposited with postage pre-paid, return receipt requested, and addressed to such address as may be specified in writing by the relevant party from time to time, and which shall initially be as follows:

To Recipient at:		Las Vegas Sands, Inc. 3355 Las Vegas Blvd. South Las Vegas, Nevada 89109 Attn: Robert G. Goldstein Fax: (702) 414-1100 Tel.: (702) 414-1000
To Provider at:		Interface Operations LLC 300 First Avenue Needham, Massachusetts 02494 Attn: Stephen J. O'Connor Fax: (781) 449-6616 Tel. (781) 449-6500

No objection may be made to the manner of delivery of any notice or other communication in writing actually received by a party.

(e) Massachusetts Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, regardless of the choice of law provisions of Massachusetts or any other jurisdiction.

(f) Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in this Agreement and supersedes any prior or contemporaneous agreements, representations and understandings, whether written or oral, of or between the parties with respect to the subject matter of this agreement. There are no representations, warranties, covenants, promises or undertakings, other than those expressly set forth or referred to herein.

(g) Amendment. This Agreement may be amended only by a written agreement signed by all of the parties.

(h) Binding Effect; Assignment. This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective successors and assigns; provided, however, that Recipient may not assign any of its rights under this Agreement, and any such purported assignment shall be null, void and of no effect.

(i) Attorneys' Fees. Should any action (including any proceedings in a bankruptcy court) be commenced between any of the parties to this Agreement or their representatives concerning any provision of this Agreement or the rights of any person or entity thereunder, solely as between the parties or their successors, the party or parties prevailing in such action as determined by the court shall be entitled to recover from the other party all of its costs, and expenses incurred in connection with such action (including, without limitation, fees, disbursements and expenses of attorneys and costs of investigation).

(j) Remedies Not Exclusive. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity by statute or otherwise. The election of any one or more remedies shall not constitute a waiver of the right to pursue other remedies.

(k) No Third Party Rights. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to this Agreement and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to the Agreement, nor shall any provision give any third person any right of subrogation or action over or against any party to this Agreement.

(l) Counterparts. This Agreement may be executed in one or more counterparts, each of which independently shall be deemed to be an original, and all of which together shall constitute one instrument.

(m) Expenses. Each party shall bear all of its own expenses in connection with the negotiation, execution and delivery of this Agreement.

(n) Broker/Finder Fees. Each party represents that it has dealt with no broker or finder in connection with the transaction contemplated by this Agreement and that no broker or other person is entitled to any commission or finder's fee in connection therewith. Provider and Recipient each agree to indemnify and hold harmless one another against any loss, liability, damage, cost, claim or expense incurred by reason of any brokerage commission or finder's fee alleged to be payable because of any act, omission or statement of the indemnifying party.

(o) Relationship of the Parties. Nothing contained in this Agreement shall in any way create any association, partnership, joint venture, or principal-and-agent relationship between the parties hereto or be construed to evidence the intention of the parties to constitute such.

(p) Limitation of Damages. Recipient waives any and all claims, rights and remedies against Provider, whether express or implied, or arising by operation of law or in equity, for any punitive, exemplary, indirect, incidental or consequential damages whatsoever.

(q) Survival. All representations, warranties, covenants and agreements, set forth in sections 4, 5, 6(a), 6(e), 6(f), 9, 10, 12, 13, 14, 16, and 17 of this Agreement shall survive the expiration or termination of this Agreement.

18. Truth-In-Leasing

(a) THE PARTIES HAVE REVIEWED THE AIRCRAFT'S MAINTENANCE RECORDS AND OPERATING LOGS AND HAVE FOUND THAT, DURING THE PRECEDING TWELVE MONTHS, OR, IF SHORTER, THE PERIOD FROM THE DATE OF DELIVERY OF THE AIRCRAFT FROM THE MANUFACTURER, THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91. RECIPIENT ACKNOWLEDGES THAT THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT.

(b) RECIPIENT ACKNOWLEDGES THAT PROVIDER IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT FOR FLIGHTS UNDER THIS AGREEMENT. PROVIDER AND RECIPIENT EACH CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.

(c) RECIPIENT UNDERSTANDS THAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND THE PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE.

19. Condition Precedent. This Agreement shall not become effective unless and until it has been approved and adopted by a majority of the disinterested (non-employee) directors of Recipient, Las Vegas Sands, Inc.

IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be duly executed as of the day and year first written above.

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AIRCRAFT TIME SHARING AGREEMENT

Exhibit 10.49

VENETIAN HOTEL SERVICE AGREEMENT

Agreement made as of June 28, 2004 by and between Venetian Hotel ("Venetian") and the Interface Group-Nevada, Inc. dba Sands Expo and Convention Center ("SECC").

WHEREAS, SECC is in the business of licensing the use of the SECC to trade show and public show producers, associations, event organizers, and other ("Hall Users"), and

WHEREAS, SECC is in the business of providing the following services ("said services") on its own account to trade show and other customers in the SECC:

Custodial Labor (Booth Cleaning & Public Space Cleaning)
Plant and Floral (Rental or Purchase)
Custom Signage and Graphic Imaging
Staging, Lighting and Rigging
Video Signal Distribution
Internet Access
Audio Visual Equipment Rental
Telecommunications Services
Electrical Power Distribution and Plumbing

WHEREAS, Venetian has asked SECC to be the exclusive provider of "Said Services" to Venetian customers in the Venetian's Hall D, Meeting Rooms and Ballrooms as noted below:

	Hall D	Meeting Room and Ballrooms
Custodial Labor (Booth Cleaning & Public Space Cleaning)	X
Plant and Floral (Rental or Purchase)	X	X
Custom Signage and Graphic Imaging	X	X
Staging, Lighting and Rigging	X	X
Video Signal Distribution	X	X
Internet Access	X	X
Audio Visual Equipment Rental	X	X
Telecommunications Services	X	X
Electrical Power Distribution and Plumbing	X	X

WHEREAS, SECC is willing to continue to provide the "Said Services" on certain terms and conditions,

NOW, THEREFORE, it is agreed as follows:

1.: Venetian hereby appoints SECC and SECC accepts such appointment to be the exclusive supplier of "Said Services" at the SECC to all Venetian customers. For the purposes hereof, "Said Services" shall mean the provision of those materials, equipment and labor, whether sold or rented, necessary for the delivery of "Said Services" to Venetian customers in the above noted Venetian locations. For the purposes hereof, Venetian customers shall mean those that utilize all or a portion of either Hall "D", the Venetian Ballroom, the Palazzo Ballroom, or the new meeting room complex within the Venetian. Venetian reserves the exclusive, right to charge their customers actual charges or a set fee in lieu thereof.
2.: SECC agrees that all "Said Services", materials and labor shall be delivered in a good and workmanlike manner in compliance with all health and building codes and standards of all appropriate governmental authorities.
3.: SECC agrees that its schedule of charges for "Said Services" shall be uniform for all Venetian customers for any single event within the Venetian's stated locations and that such schedule shall

reflect pricing which is reasonable competitive with that charges by other providers of similar services for similar events in other similar facilities in Las Vegas.

4.

SECC agrees to pay the Venetian a services license fee equal to a fixed percentage of the fees and charges due SECC for providing the above noted "Said Services" at the Center. The SECC agrees to pay the Venetian 50% net revenue after all direct expenses paid to deliver these services.

5.

The SECC shall set payment terms, make creditor decisions and collect all payments on account of services provided. At the SECC's request the Venetian shall provide the SECC with any credit information the Venetian may have on any customer. In collecting overdue or unpaid accounts the SECC shall employ the standard collection practices utilized in its regular business activities. Accounts deemed uncollectible shall be written off and such write-offs shall be noted and included in the accounting provided to the Venetian. In any instance where the SECC declines to provide said services to a hall user and/or exhibitor because of a credit risk and service is nevertheless requested by the Venetian in writing or a Venetian representative approves a work order by way of signature to provide such service, the Venetian shall guarantee to SECC payment of its normal net fees if not paid by the Venetian customer, which in this case would be 50% of the amount deemed uncollectable.

6.

The SECC shall provide the Venetian, within 30 days of the last day of move out of each Event, with a list of its' revenue and expense summary for "Said Services" and the SECC shall pay the Venetian the appropriate services fee as set forth in Paragraph 4. Any fee not paid when due shall bear interest at the rate of 18% per annum. The Venetian reserves the right to audit relevant books and records of the SECC to verify the gross billings list. Such audits will not be conducted more frequently than once a month. All invoices and records shall be maintained for a minimum of two years.

7.

DEFAULT: The occurrence of any of the following shall be considered an "Event of Default":

1.: The SECC shall fail to pay in full and when due any license fee required hereunder;
2.: The SECC shall fail to provide evidence of insurance as required by Paragraph 8;
3.: The SECC shall fail to obtain or pay for any and all necessary permits and licenses, or be found in violation of any building or electrical code;
4.: Any other default or breach of any covenant or agreement contained herein;
5.: The SECC shall make an assignment for the benefit of creditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, re-adjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of SECC or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due;
6.: A petition shall be filed against the SECC in bankruptcy or under any other law seeking any reorganization, arrangement, composition, re-adjustment, liquidation, dissolution, or similar relief.

If a default occurs under subparagraphs A through F above, and such default continues for fifteen (15) days after notice of default from the Venetian, then, at the Venetian's option, this Agreement shall terminate. In either event, such termination shall in no way effect the SECC's continuing liability for license fee payments due prior to the date of termination.

8.

INSURANCE

(A)

Thirty (30) days prior to the provision of "Said Services" pursuant to this Agreement, the SECC shall provide and keep in force the following insurance in addition to any other insurance the Venetian may deem necessary or desirable:

(i): Worker's compensation insurance in accordance with Nevada Law covering Licensees' employees.
(ii): Employer's Liability insurance for Nevada operations in an amount of One Million Dollars ($1,000,000) per occurrence.
(iii): Commercial General Liability insurance including products and completed operations, blanket contractual liability and personal injury coverage with limits of Liability of Five Million Dollars ($5,000,000) in any one occurrence naming SECC and Owner, their directors, officers, and employees, as additional insures.

All insurance required shall be issued by companies Authorized to do business in the State of Nevada and reasonably acceptable to the Venetian. The SECC shall deliver to the Venetian at least thirty (15) days prior to the first day in which services are to be provided hereunder, a Certificate of Insurance and/or separate certificates for Nevada's Workers Compensation. All required insurance policies shall provide that (i) the insurance carrier shall give written notice by certified mail, return receipt requested, to the Venetian at least thirty (15) days prior to any material change in, or cancellation or non-renewal of the policy. Failure to provide such certificates or policies within the period specified shall constitute a breach by SECC of its obligations under this Agreement.

(B): The SECC shall obtain and maintain insurance policies on all personal property owned, leased, or hired by the SECC during the term of the Agreement. Such policies shall provide replacement cost coverage for "all risks", including earthquake, flood, fire and theft, subject to reasonable deductibles.

9.: INDEMNIFICATION AND HOLD HARMLESS AGREEMENT: The SECC hereby releases and discharges and indemnifies and agrees to keep indemnified, defend, protect and save harmless, the Venetian and Owner from any and all claims, demands, liabilities, damages, costs, losses and expenses (including reasonable attorneys' fees) for any injury to person, including death (whether they be third persons or employees of the Venetian, Owner, SECC or any third party) caused by, growing out of, or happening in connection with the provision of services by the SECC pursuant to this License Agreement or by any person or legal entity with the permission (express or implied) of the SECC. Such indemnification by the SECC shall apply unless such damage, injury or loss results from the negligence or willful misconduct of the Venetian, Owner, or their employees.
10.: WAIVER OF SUBROGATION: The SECC and the Venetian hereby waive any and all claims which either may have against the other for loss or damage to the extent of any insurance proceeds received on account of such loss or damage, and each party shall notify its insurer of the existence of this waiver provision.
11.: RULES AND REGULATIONS: The Rules and Regulations of the SECC are hereby incorporated into this Agreement by reference. Copies of such Rules and Regulations have been provided to the Venetian and the Venetian hereby acknowledges receipt thereof. The Venetian reserves the right to change such Rules and Regulations in writing from time to time and will provide the SECC with such changed Rules and Regulations. If there is at any time a conflict between the provisions of this Agreement and the Rules and Regulations, the provisions of this Agreement shall control.
12.: WAIVER: The failure of either party hereto at any time or times to require performance Of any provisions hereof shall in no manner affect its right at a later time to enforce the same provision.

Any waiver by any party of the breach of any provision contained in this Agreement in any one or more instances shall not be deemed to be a waiver of any other breach of the same provision or any other provision contained herein.

13.: NOTICE: Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered by a customary overnight delivery service or if sent by certified or registered mail, postage prepaid, to the Venetian or the SECC, as the case may be, at the address set forth on Page 1 of this Agreement or to such other address as any party shall provide to the other party from time to time.
14.: ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all proposals, negotiations and understandings of any nature whatsoever. This Agreement may be changed or amended only by a written instrument duly signed by all of the parties hereto. The Venetian and SECC acknowledge that this "Said Services" Agreement is one of several agreements between them concerning the provision of services to the Venetian, and it is agreed that this Agreement is independent of any other agreement which may exist now or in the future between the SECC and the Venetian or any other affiliated entity.
15.: BINDING EFFECT: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.
16.: GOVERNING LAW: This Agreement shall be governed and construed in accordance with the laws of the State of Nevada applicable to contracts made and to be performed wholly within such State.

IN WITNESS, WHEREOF, the parties have executed this Agreement on the date first written above.

INTERFACE GROUP - NEVADA, INC dba SANDS EXPO & CONVENTION CENTER		VENETIAN CASINO RESORT, LLC
By:	/s/ HARRY MILTENBERGER	By:	/s/ HARRY MILTENBERGER
Title:	Secretary	Title:	Secretary

Exhibit 10.54

APN Nos.: 162-16-211-002, 162-16-202-005 and 162-16-202-007
Tax Mailing Address:
Venetian Casino Resort, LLC
c/o Finance Department
201 East Sands Avenue
Las Vegas, Nevada 89109-2617

Recording at the request of
and when recorded mail to:

Douglas L. Wisner, Esq.
Mayer, Brown, Rowe & Maw
1675 Broadway
New York, New York 10019

DEED OF TRUST, LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES,
SECURITY AGREEMENT AND FIXTURE FILING

made by

PHASE II MALL HOLDING, LLC,
a Nevada limited liability company

and

PHASE II MALL SUBSIDIARY, LLC,
a Delaware limited liability company,
jointly and severally
as Trustor,

FIRST AMERICAN TITLE INSURANCE COMPANY,
a California corporation,
as Trustee,

for the benefit of

THE BANK OF NOVA SCOTIA, in its capacity
as Administrative Agent, as Beneficiary

THIS INSTRUMENT IS TO BE FILED AND INDEXED IN THE REAL ESTATE RECORDS AND IS ALSO TO BE INDEXED IN THE INDEX OF FINANCING STATEMENTS OF CLARK COUNTY, NEVADA UNDER THE NAMES OF PHASE II MALL HOLDING, LLC AND PHASE II MALL SUBSIDIARY, LLC AS “DEBTOR” AND THE BANK OF NOVA SCOTIA, AS ADMINISTRATIVE AGENT, AS SECURED PARTY.

THIS INSTRUMENT IS A “CONSTRUCTION MORTGAGE” AS THAT TERM IS DEFINED IN SECTION 104.9334(8) OF THE NEVADA REVISED STATUTES AND SECURES AN OBLIGATION INCURRED FOR THE CONSTRUCTION OF AN IMPROVEMENT UPON LAND. THIS INSTRUMENT IS GOVERNED BY NRS 106.300 TO 106.400, INCLUSIVE, AND THE MAXIMUM AMOUNT OF PRINCIPAL (AS DEFINED IN NRS 106.345), INCLUDING FUTURE ADVANCES, SECURED BY THIS DEED OF TRUST IS $250,000,000

WHICH MAY INCREASE OR DECREASE FROM TIME TO TIME BY AMENDMENT OF THIS INSTRUMENT.

TABLE OF CONTENTS

ARTICLE ONE		COVENANTS OF TRUSTOR
1.1	Performance of Deed of Trust
1.2	General Representations, Covenants and Warranties
1.3	Leasehold Estates
1.4	Payment of Subject Leases Expenses
1.5	Trustor’s Covenants with Respect to Subject Leases
1.6	Compliance with Legal Requirements
1.7	Impositions
1.8	Insurance
1.9	Condemnation
1.10	Space Leases
1.11	Authorization by Trustor
1.12	Security Agreement and Financing Statements
1.13	Assignment of Rents and Leases
1.14	Rejection of Subject Leases
1.15	Beneficiary’s Cure of Trustor’s Default
1.16	Use of Land and Leased Premises
1.17	Affiliates and Subsidiaries
1.18	Merger
ARTICLE TWO		CORPORATE LOAN PROVISIONS
2.1	Interaction with Construction Loan Agreement
2.2	Other Collateral
ARTICLE THREE		DEFAULTS
3.1	Event of Default
ARTICLE FOUR		REMEDIES
4.1	Acceleration of Maturity
4.2	Protective Advances
4.3	Institution of Equity Proceedings
4.4	Beneficiary’s Power of Enforcement

4.5	Beneficiary’s Right to Enter and Take Possession, Operate and Apply Income
4.6	Space Leases
4.7	Purchase by Beneficiary
4.8	Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws
4.9	Receiver
4.10	Suits to Protect the Trust Estate
4.11	Proofs of Claim
4.12	Trustor to Pay the Notes on Any Default in Payment; Application of Monies by Beneficiary
4.13	Delay or Omission; No Waiver
4.14	No Waiver of One Default to Affect Another
4.15	Discontinuance of Proceedings; Position of Parties Restored
4.16	Remedies Cumulative
4.17	Interest After Event of Default
4.18	Foreclosure; Expenses of Litigation
4.19	Deficiency Judgments
4.20	Waiver of July Trial
4.21	Exculpation of Beneficiary
ARTICLE FIVE		RIGHTS AND RESPONSIBILITIES OF TRUSTEE; OTHER PROVISIONS RELATING TO TRUSTEE
5.1	Exercise of Remedies by Trustee
5.2	Rights and Privileges of Trustee
5.3	Resignation or Replacement of Trustee
5.4	Authority of Beneficiary
5.5	Effect of Appointment of Successor Trustee
5.6	Confirmation of Transfer and Succession
5.7	Exculpation
5.8	Endorsement and Execution of Documents
5.9	Multiple Trustees

5.10	Terms of Trustee’s Acceptance
ARTICLE SIX		MISCELLANEOUS PROVISIONS
6.1	Heirs, Successors and Assigns Included in Parties
6.2	Addresses for Notices, Etc
6.3	Change of Notice Address
6.4	Headings
6.5	Invalid Provisions to Affect No Others
6.6	Changes and Priority Over Intervening Liens
6.7	Estoppel Certificates
6.8	Waiver of Setoff and Counterclaim
6.9	Governing Law
6.10	Reconveyance
6.11	Attorneys’ Fees
6.12	Late Charges
6.13	Cost of Accounting
6.14	Right of Entry
6.15	Corrections
6.16	Statute of Limitations
6.17	Subrogation
6.18	Joint and Several Liability
6.19	Homestead
6.20	Context
6.21	Time
6.22	Interpretation
6.23	Effect of NRS § 107.030
6.24	Amendments
6.25	No Conflicts
ARTICLE SEVEN		POWER OF ATTORNEY
7.1	Grant of Power

iii

EXHIBIT A	LEGAL DESCRIPTION OF PHASE II MALL AIR SPACE
EXHIBIT B	LEGAL DESCRIPTION OF WALGREENS AIR SPACE
EXHIBIT C	CONDEMNATION PROCEEDINGS

DEED OF TRUST, LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING

THIS DEED OF TRUST, LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING (hereinafter called “ Deed of Trust ”) is made and effective as of September 30, 2004, by PHASE II MALL HOLDING, LLC (“ Phase II Mall Subsidiary Holding ”), a Nevada limited liability company, and PHASE II MALL SUBSIDIARY, LLC, a Delaware limited liability company (“ Phase II Mall Subsidiary ” and jointly and severally with Phase II Mall Subsidiary Holding together with all successors and assigns of the Trust Estate (as hereinafter defined), “ Trustor ”) whose address is 3355 Las Vegas Boulevard South, Room 1A, Las Vegas, Nevada 89109, Attention: General Counsel, to FIRST AMERICAN TITLE INSURANCE COMPANY , a California corporation, whose address is 180 Cassia Way, Suite 502, Henderson, Nevada 89104, Attention: Julie Skinner, as Trustee (“ Trustee ”), for the benefit of THE BANK OF NOVA SCOTIA , a Canadian chartered bank (“ Beneficiary ”), whose address is 580 California Street, 21 ^st Floor, San Francisco, California 94104, Attention: Mr. Alan Pendergast, in its capacity as Administrative Agent under that certain Construction Loan Agreement dated as of September 30, 2004, among Trustor, Beneficiary, as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, Sumitomo Mitsui Banking Corporation, as Syndication Agent and the lenders (the “ Lenders ”) from time to time parties thereto (as the same may be amended, supplemented, amended and restated, increased or otherwise modified from time to time, the “ Construction Loan Agreement ”).

INTEREST ON OBLIGATIONS SECURED HEREBY ACCRUES AT A RATE WHICH MAY FLUCTUATE FROM TIME TO TIME.

DEFINITIONS — As used in this Deed of Trust, the following terms have the meanings hereinafter set forth:

“ Accounts Receivable ” shall have the meaning set forth in Section 9-102 (NRS 104.9102) of the UCC for the term “account.”

“ Appurtenant Rights ” means all and singular tenements, hereditaments, rights, reversions, remainders, development rights, privileges, benefits, Easements, rights-of-way, gores or strips of land, streets, ways, alleys, passages, sewer rights, water courses, water rights and powers, and all appurtenances whatsoever and claims or demands of Trustor at law or in equity in any way belonging, benefiting, relating or appertaining to the Phase II Mall and the Phase II Mall Improvements or any of the Trust Estate encumbered by this Deed of Trust, or which hereinafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Trustor, whether or not the same are of record.

“ Bankruptcy ” means, with respect to any Person that: (i) a court having jurisdiction in the Trust Estate shall have entered a decree or order for relief in respect of such Person in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order has not been stayed; or any other similar relief shall have been granted under any applicable federal or state law; or

(ii) an involuntary case shall be commenced against such Person, under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the Trust Estate for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over such Person, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of such Person, for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of such Person, and any such event described in this clause (ii) shall continue for sixty (60) days without being dismissed, bonded or discharged; or (iii) such Person shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or such Person shall make any assignment for the benefit of creditors or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due and payable and a period of thirty (30) days shall have elapsed; or (iv) such Person shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due and a period of thirty (30) days shall have elapsed; or the Board of Directors of such Person (or any committee thereof) or the managing member of such Person shall, adopt any resolution or otherwise authorize any action to approve any of the actions referred to in clause (iii) above or this clause (iv) .

“ Beneficiary ” has the meaning set forth in the preamble .

“ Construction Loan Agreement ” has the meaning set forth in the preamble .

“ Deed of Trust ” means this Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing as it may be amended, supplemented, amended and restated, increased or otherwise modified from time to time.

“ Default Rate ” means the interest rate that shall be due upon an Event of Default pursuant to Section 2.2E of the Construction Loan Agreement.

“ Easement ” means any easement appurtenant, easement in gross, license agreement or other right running for the benefit of Trustor, the Phase II Mall, the HVAC Component or appurtenant thereto which benefits the Phase II Mall, including Site Easements, Phase II Mall Space Easements and such other easements and licenses which benefit any of the foregoing and are described in the Cooperation Agreement (if, as and when applicable to the Phase II Project) or each title insurance policy issued by the Title Insurer with regard to the Phase II Mall Space.

“ Enumerated Names ” has the meaning set forth in Section 1.2 hereof.

“ Estoppel Certificate ” has the meaning set forth in Section 6.7 hereof.

“ Event of Default ” has the meaning set forth in Section 3.1 hereof.

“ Existing Facility ” means the Venetian Casino Resort, a Venetian-themed hotel, casino, retail, meeting and entertainment complex located at 3355 Las Vegas Boulevard South, Clark County, Nevada.

“ Existing Site ” means the land on which the Existing Facility is constructed.

“ FF&E ” means all furniture, fixtures, equipment, appurtenances and personal property now or in the future contained in, used in connection with, attached to, or otherwise useful or convenient to the use, operation, or occupancy of, or placed on, but unattached to, any part of the Phase II Mall or the Phase II Mall Space whether or not the same constitutes real property or fixtures in the State, including all removable window and floor coverings, all furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating, cleaning equipment, all elevators, escalators and elevator and escalator plants, cooking facilities, vacuum cleaning systems, public address and communications systems, switchboards, security and surveillance equipment and devices, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings, fixtures, and building materials, all exercise equipment, all gaming and financial equipment, computer equipment, calculators, adding machines and any other electronic equipment of every nature used or located on any part of the Phase II Mall or the Phase II Mall Improvements, together with all venetian blinds, shades, draperies, drapery and curtain rods, brackets, bulbs, cleaning apparatus, mirrors, lamps, ornaments, cooking apparatus and equipment, china, flatware, dishes, utensils, glassware, ranges and ovens, garbage disposals, dishwashers, mantels, and any and all such property which is at any time installed in, affixed to or placed upon the Phase II Mall or the Phase II Mall Improvements.

“GGP” means GGP Limited Partnership, a Delaware limited partnership, and any successor thereto by merger or by operation of law.

“ Imposition ” means any taxes, assessments, water rates, sewer rates, maintenance charges, other impositions by any Governmental Instrumentality and other charges now or hereafter levied or assessed or imposed against the Trust Estate or any part thereof, and any amount payable with respect thereto under the Cooperation Agreement (if, as and when applicable to the Phase II Project) or any other Resort Complex Operative Document.

“ Income ” means all Rents, security or similar deposits, revenues, issues, royalties, earnings, products or Proceeds, profits, income and other benefits from the Trust Estate.

“ Insolvent ” means with respect to any Person, that such Person shall be deemed to be insolvent if such Person shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due and payable and a period of thirty (30) days shall have elapsed.

“ Intangible Collateral ” means (a) the rights to use all names and all derivations thereof now or hereafter used by Trustor in connection with the Phase II Mall or the Phase II Mall Improvements, including, without limitation, the names “Venetian” and “Palazzo,” including any variations thereon, together with the goodwill associated therewith, and all names, logos, and designs used by Trustor, or in connection with the Phase II Mall or the Phase II Mall Improvements or in which Trustor has rights, with the exclusive right to use such names, logos

and designs wherever they are now or hereafter used in connection with the Phase II Mall or the Phase II Mall Improvements (or in connection with the marketing of the thereof together with the “SECC Land” (as defined in the Cooperation Agreement if, as and when applicable to the Phase II Project) in accordance with the terms of the Cooperation Agreement if, as and when applicable to the Phase II Project), and any and all other trade names, trademarks or service marks, whether or not registered, now or hereafter used in the operation of the Phase II Mall or the Phase II Mall Improvements, including, without limitation, any interest as a lessee, licensee or franchisee, and, in each case, together with the goodwill associated therewith; (b) subject to the absolute assignment contained herein, the Rents; (c) any and all books, records, customer lists, concession agreements, supply or service contracts, licenses, permits, approvals by Governmental Instrumentalities (to the extent Legal Requirements permit or do not expressly prohibit the pledge of such licenses, permits and approvals), signs, goodwill, credit and charge records, supplier lists, checking accounts, safe deposit boxes (excluding the contents of such deposit boxes owned by Persons other than Trustor), cash, instruments, chattel papers, including inter-company notes and pledges, documents, unearned premiums, deposits, refunds, including but not limited to income tax refunds, prepaid expenses, rebates, tax and insurance escrow and impound accounts, if any, actions and rights in action, and all other claims, including without limitation condemnation awards and insurance proceeds, and all other contract rights and general intangibles resulting from or used in connection with the operation and occupancy of the Trust Estate and in which Trustor now or hereafter has rights; and (d) general intangibles, including without limitation all rents, issues, profits, income and maintenance fees resulting therefrom, whether any of the foregoing is now owned or hereafter acquired.

“ Leased Premises ” means, as the context may require the Phase II Mall Air Space, the Phase II Hotel/Casino Retail Stores and/or the Walgreens Air Space.

“ LCR ” means Lido Casino Resort, LLC, a Nevada limited liability company.

“ Master Lease ” means that certain lease to be entered into between LCR and Phase II Mall Subsidiary, whereby Phase II Mall Subsidiary will lease the Phase II Hotel/Casino Retail Store Space from LCR.

“ NRS ” means the Nevada Revised Statutes as in effect from time to time.

“ Personal Property ” has the meaning set forth in Section 1.12 .

“ Phase II Hotel/Casino ” means an approximately 3,000 suite hotel, a gaming facility of approximately 100,000 square feet, a multi-story parking structure and meeting complex on a portion of the Site to be integrated with the Phase II Mall and the Existing Facility.

“ Phase II Hotel/Casino Retail Stores ” means the retail stores that are to be constructed by LCR in the Phase II Hotel/Casino and leased by LCR to Phase II Mall Subsidiary pursuant to the Master Lease.

“ Phase II Mall ” means the Phase II Mall Space (a portion of which shall be initially leased by Phase II Mall Subsidiary from LCR pursuant to the Phase II Mall Lease and eventually transferred from LCR to Phase II Mall Subsidiary upon its designation as one or more separate legal parcels in accordance with the Disbursement Agreement to become the Phase II Mall Air

Parcel, a portion of which shall be leased by Phase II Mall Subsidiary pursuant to the Walgreens Lease and a portion of which shall be leased by Phase II Mall Subsidiary pursuant to the Master Lease) and the Phase II Mall Improvements located therein, in each case to be integrated with the Phase II Hotel/Casino and the Existing Facility.

“ Phase II Mall Air Parcel ” means the one or more separate legal parcels owned or to be owned in fee simple by Phase II Mall Subsidiary after the Phase II Mall Air Space is subdivided in accordance with Section 5.11 of the Disbursement Agreement and within which a portion of the Phase II Mall Improvements is to be constructed.

“ Phase II Mall Air Space ” is described in Exhibit A attached hereto and incorporated herein by reference, including any after acquired title thereto.

“ Phase II Mall Improvements ” means the “Mall Improvements” (as such term is defined in the Phase II Mall Sale Agreement) together with all the buildings, structures, facilities and improvements of every nature whatsoever now or hereafter situated on the Phase II Mall Space and all fixtures, machinery, appliances, goods, building or other materials, equipment, including without limitation all machinery, equipment, engines, appliances and fixtures for generating or distributing air, water, heat, electricity, light, fuel or refrigeration, or for ventilating or sanitary purposes, or for the exclusion of vermin or insects, or for the removal of dust, refuse or garbage; wall-safes, built-in furniture and installations, shelving, lockers, partitions, doorstops, vaults, motors, elevators, dumb-waiters, awnings, window shades, venetian blinds, light fixtures, fire hoses and brackets and boxes for the same, fire sprinklers, alarm, surveillance and security systems, computers, drapes, drapery rods and brackets, mirrors, mantels, screens, linoleum, carpets and carpeting, plumbing, bathtubs, sinks, basins, pipes, faucets, water closets, laundry equipment, washers, dryers, ice-boxes and heating units; all kitchen and restaurant equipment, including but not limited to silverware, dishes, menus, cooking utensils, stoves, refrigerators, ovens, ranges, dishwashers, disposals, water heaters, incinerators, furniture, fixtures and furnishings, communication systems, and equipment; all cocktail lounge supplies, including but not limited to bars, glassware, bottles and tables used in connection with the Phase II Mall and the Phase II Mall Improvements; all chaise lounges, hot tubs, swimming pool heaters and equipment and all other recreational equipment (computerized and otherwise), beauty and barber equipment, and maintenance supplies used in connection with the Phase II Mall and Phase II Mall Improvements; all amusement rides and attractions attached to the Phase II Mall and the Phase II Mall Improvements, all specifically designed installations and furnishings, and all furniture, furnishings and personal property of every nature whatsoever now or hereafter owned or leased by Trustor or in which Trustor has any rights or interest and located in or on, or attached to, or used or intended to be used or which are now or may hereafter be appropriated for use on or in connection with the operation of the Phase II Mall or the Phase II Mall Improvements or any personal property encumbered hereby or any other Phase II Mall Improvements, or in connection with any construction being conducted or which may be conducted thereon, and all extensions, additions, accessions, improvements, betterments, renewals, substitutions, and replacements to any of the foregoing, and all of the right, title and interest of Trustor in and to any such property, which, to the fullest extent permitted by Legal Requirements, shall be conclusively deemed fixtures and improvements and a part of the Trust Estate hereby encumbered.

“ Phase II Mall Lease ” means that certain Indenture of Lease, dated as of the date hereof by and between LCR and Phase II Mall Subsidiary covering the Phase II Mall Air Space, a memorandum of which was recorded on October , 2004 in Book # as Instrument # in the Office of the County Recorder, Clark County, Nevada, as the same may be amended, supplemented, amended and restated, or otherwise modified in accordance with the terms hereof.

“Phase II Mall SA Assignment Agreement” means that certain Assignment and Assumption Agreement and First Amendment to Agreement, dated as of the date hereof, among LCR, as the assignor, Phase II Mall Subsidiary Holding, as the assignee, and GGP.

“ Phase II Mall Sale Agreement ” means the Agreement, dated as of April 12, 2004 between LCR and GGP, as amended by the Phase II Mall SA Assignment Agreement, and as the same may be further amended, supplemented, amended and restated, or otherwise modified in accordance with the terms hereof.

“ Phase II Mall Sale Agreement Proceeds ” has the meaning set forth in Granting Clause H .

“ Phase II Mall Space ” means, collectively, the space in which the Phase II Hotel/Casino Retail Stores will be situated (which shall be leased by Phase II Mall Subsidiary pursuant to the Master Lease), the Phase II Mall Air Space (which shall be initially leased by Phase II Mall Subsidiary from LCR pursuant to the Phase II Mall Lease and eventually transferred from LCR to Phase II Mall Subsidiary upon its designation as one or more separate legal parcels in accordance with the Disbursement Agreement to become the Phase II Mall Air Parcel), the Phase II Mall Air Parcel and the Walgreens Air Space.

“ Phase II Mall Space Easements ” means any easements appurtenant, easements in gross, license agreements or other rights running for the benefit of Phase II Mall Subsidiary with respect to the Phase II Mall Space and/or appurtenant to the Phase II Mall Space, including, without limitation, those certain easements and licenses described in each Title Policy related to the Phase II Mall Space.

“ Phase II Mall Subsidiary ” has the meaning set forth in the preamble .

“ Phase II Mall Subsidiary Holding ” has the meaning set forth in the preamble .

“ Phase II Project ” means an approximately 3,000 room hotel, casino, retail and meeting complex to be integrated with the Existing Facilities and located on the Site which will include the Phase II Mall.

“ Proceeds ” has the meaning assigned to it under the UCC and, in any event, shall include but not be limited to (i) any and all proceeds of any insurance (including without limitation property casualty and title insurance), indemnity, warranty or guaranty payable from time to time with respect to all or a portion of the Trust Estate; (ii) any and all proceeds in the form of accounts, security deposits, tax escrows (if any), down payments (to the extent Legal Requirements permit the same may to be pledged), collections, contract rights, documents, instruments, chattel paper, Liens and security instruments, guarantees or general intangibles

relating in whole or in part to the Phase II Mall or the Phase II Mall Improvements and all rights and remedies of whatever kind or nature Trustor or its Subsidiaries may hold or acquire for the purpose of securing or enforcing any obligation due Trustor or its Subsidiaries thereunder; (iii) any and all payments in any form whatsoever made or due and payable from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Trust Estate by any Governmental Instrumentality; (iv) subject to the absolute assignment contained herein, the Rents or other benefits arising out of, in connection with or pursuant to Phase II Mall Lease, the Master Lease, the Walgreens Lease or any Space Lease of the Trust Estate; and (v) any and all other amounts from time to time paid or payable in connection with any of the Trust Estate; provided , however , that neither the Trustor nor its Subsidiaries is authorized to sell, transfer, convey, mortgage, pledge, grant rights in or otherwise dispose of any of the Trust Estate unless permitted under the Construction Loan Agreement.

“ Protective Advance ” has the meaning set forth in Section 4.2 .

“ Rents ” means all rents, Income, receipts, issues, profits, revenues and maintenance fees, food and beverage revenues, license and concession fees, Proceeds and other benefits to which Trustor or its Subsidiaries may now or hereafter be entitled from the Phase II Mall or the Phase II Mall Improvements therein or thereon, as applicable, or any property encumbered hereby or any business or other activity conducted by Trustor or any of its Subsidiaries at the Phase II Mall or the Phase II Mall Improvements.

“ Site ” means the real property consisting of approximately 14 acres adjoining the Existing Site and owned by LCR.

“ Site Easement ” means any easement appurtenant, easement in gross, license agreement and other right running for the benefit of Trustor, the Existing Facility, the Phase II Project, the HVAC Component or appurtenant to the Site and/or the Existing Site which benefits or burdens the Resort Complex.

“ Space Leases ” means any and all leases (excluding the Subject Leases), subleases, lettings, licenses, concessions, operating agreements, management agreements, and all other agreements affecting all or a portion of the Trust Estate, that Trustor or any of its Subsidiaries has entered into, taken by assignment, taken subject to, or assumed, or has otherwise become bound by, now or in the future, that give any Person the right to conduct its business on, or otherwise use, operate or occupy, all or any portion of the Phase II Mall or the Phase II Mall Improvements including, without limitation, the right to use or occupy space for kiosk(s) or vendor cart(s), and all rights of Trustor or any Subsidiary (if any) thereto or therefrom and any leases, agreements or arrangements permitting anyone to enter upon or use all or any portion of the Trust Estate to extract or remove natural resources of any kind, together with all amendments, extensions, and renewals of the foregoing entered into in compliance with the Construction Loan Agreement, together with all rental, occupancy, service, maintenance or any other similar agreements pertaining to use or occupation of, or the rendering of services at the Phase II Mall or the Phase II Mall Improvements or any part thereof.

“ Space Lessee(s) ” means any and all tenants, licensees, or other grantees of the Space Leases and any and all guarantors, sureties, endorsers or others having primary or secondary liability with respect to such Space Leases.

“ State ” means the State of Nevada.

“ Subject Leases ” means the Master Lease, Phase II Mall Lease and the Walgreens Lease.

“ Tangible Collateral ” means all personal property, goods, equipment, supplies, building and other materials of every nature whatsoever and all other tangible personal property constituting a part or portion of the Phase II Mall or the Phase II Mall Improvements and/or used in the operation of the restaurants or stores and all other Phase II Mall Improvements including, but not limited to, communication systems, visual and electronic surveillance systems and transportation system and not constituting a part of the real property subject to the Lien of this Deed of Trust and including all property and materials stored therein in which Trustor or any Subsidiary has an interest and all tools, utensils, food and beverage, liquor, uniforms, linens and maintenance supplies, vehicles, fuel, advertising and promotional material, blueprints, surveys, plans and other documents relating to the Phase II Mall or the Phase II Mall Improvements, and all construction materials and all furnishings, fixtures and equipment, including, but not limited to, all FF&E and all equipment and devices which are or are to be installed and used in connection with the operation of the Phase II Mall or the Phase II Mall Improvements those items of furniture, fixtures and equipment which are to be purchased or leased by Trustor or its Subsidiaries, machinery and any other items of personal property in which Trustor or its Subsidiaries now or hereafter own or acquire an interest or right and which are used or useful in the construction, operation, use and occupancy of the Phase II Mall or the Phase II Mall Improvements and all present and future right and interest of Trustor or its Subsidiaries in and to any license agreement or sublease agreement used in connection with the Phase II Mall or the Phase II Mall Improvements.

“ Title Insurer ” means First American Title Insurance Company, a Nevada corporation or an Affiliate thereof.

“ Trustee ” has the meaning set forth in the preamble .

“ Trust Estate ” means all of the property described in Granting Clauses (A) through (O) below, inclusive, and each item of property therein described, provided , however , that such term shall not include the property described in Granting Clause (Q) below.

“ UCC ” means the Uniform Commercial Code in effect in the State from time to time, NRS chapters 104 and 104A.

“ Walgreens Air Space ” means the real property situated in the County of Clark, State of Nevada described in the Walgreens Lease and more specifically described in Exhibit B attached hereto and incorporated herein by reference, including any after acquired title thereto.

“ Walgreens Landlord” means Cap II – Buccaneer, LLC, a New Mexico limited liability company.

“ Walgreens Lease ” means that certain commercial lease dated as of February 2004 between LCR, as tenant, and Walgreens Landlord, as landlord, assigned in accordance with the terms of the Construction Loan Agreement by LCR to Phase II Mall Subsidiary, a memorandum of which was recorded on October , 2004 in Book # as Instrument # in the Office of the County Recorder, Clark County, Nevada.

The following terms shall have the meaning assigned to such terms in the Construction Loan Agreement:

Affiliate
Asset Sale
Bankruptcy Code
Business Day
Closing Date
Collateral
Collateral Documents
Cooperation Agreement
Disbursement Agreement
Gaming License
Governmental Instrumentality
HVAC Component
Legal Requirements
Lenders
Lien
LVSI
Loan Documents
Net Loss Proceeds
Nevada Gaming Authorities
Nevada Gaming Laws
Notes
Obligations
Operative Documents
Permitted Liens
Person
Plans and Specifications

Requisite Lenders
Resort Complex
Resort Complex Operative Documents
Subsidiary
Title Policy
Venetian

The following terms shall have the meaning assigned to such terms in the Phase II Mall Sale Agreement:

Adjustment Payment
Closing Payment
Developer Liquidated Damages Amount
Earn-Out Payment
Recalculated Earn-Out

In addition, any capitalized terms used in this Deed of Trust which are not otherwise defined herein shall have the meaning ascribed to such terms in the Construction Loan Agreement.

W I T N E S S E T H:

IN CONSIDERATION OF TEN DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, AND FOR THE PURPOSE OF SECURING in favor of Beneficiary (1) the due and punctual payment of the portion of the Obligations evidenced by the Notes in the principal amount of TWO HUNDRED FIFTY MILLION AND 00/100 DOLLARS or so much thereof as may be advanced from time to time; (2) the performance of the Obligations and each covenant and agreement of Trustor and the Subsidiaries contained in the Construction Loan Agreement, herein or in the other Loan Documents; (3) the payment of such additional loans or advances as hereafter may be made to either Trustor (individually or jointly and severally with any other Person), its successors or assigns or any Subsidiary, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust; provided , however , that any and all future advances by Beneficiary or Lenders to either Trustor or any of its Subsidiaries made for the improvement, protection or preservation of the Trust Estate, together with interest at the interest rate provided in the Construction Loan Agreement, shall be automatically secured hereby unless such a note or instrument evidencing such advances specifically recites that it is not intended to be secured hereby and (4) the payment of all sums expended or advanced by Beneficiary or Lenders under or pursuant to the terms hereof or to protect the security hereof (including Protective Advances), together with interest thereon as herein provided, Trustor, in consideration of the premises, and for the purposes aforesaid, does hereby ASSIGN, BARGAIN, CONVEY, PLEDGE, RELEASE, HYPOTHECATE, WARRANT, AND TRANSFER WITH POWER OF SALE UNTO TRUSTEE IN TRUST FOR THE BENEFIT OF BENEFICIARY AND THE LENDERS each of the following:

(A) Trustor’s interest in the Phase II Mall and the leasehold estates created pursuant to Phase II Mall Lease and the Walgreens Lease (in each case, to the extent permitted by, or not prohibited by, the Nevada Gaming Laws and other applicable law);

(B) TOGETHER WITH all the estate, right, title and interest of Trustor of, in and to the Phase II Mall Improvements;

(D) TOGETHER WITH all the estate, right, title and interest of Trustor of, in and to the Tangible Collateral to the extent permitted by, or not prohibited by, the Nevada Gaming Laws and other applicable Legal Requirements;

(E) TOGETHER WITH all the estate, right, title and interest of Trustor of, in and to the Intangible Collateral to the extent permitted by, or not prohibited by, Nevada Gaming Laws and other applicable law;

(F) TOGETHER WITH (i) all the estate, right, title and interest of Trustor of, in and to all judgments and decrees, insurance proceeds, awards of damages and settlements hereafter made resulting from condemnation proceedings or the taking of any of the property described in Granting Clauses (A) , (B) , (C) , (D) , (E) , (K) , (L) , and (M) hereof or any part thereof under the power of eminent domain, or for any damage (whether caused by such taking or otherwise) to the property described in Granting Clauses (A) , (B) , (C) , (D) , (E) , (K) , (L) , and (M) hereof or any part thereof, or to any Appurtenant Rights thereto, and Beneficiary is hereby authorized to collect and receive said awards and proceeds and to give proper receipts and acquittance therefor, and (subject to the terms of the Construction Loan Agreement) to apply the same to the extent constituting Net Loss Proceeds toward the payment of the Obligations and other sums secured hereby, notwithstanding the fact that the amount owing thereon may not then be due and payable; (ii) all proceeds of any sales or other dispositions of the property or rights described in Granting Clauses (A) , (B) , (C) , (D) , (E) , (H) , (K) , (L) and (M) hereof or any part thereof whether voluntary or involuntary, provided , however , that the foregoing shall not be deemed to permit Asset Sales except as specifically permitted in the Construction Loan Agreement; and (iii) whether arising from any voluntary or involuntary disposition of the Collateral described in Granting Clauses (A) , (B) , (C) , (D) , (E) , (H) , (K) , (L) and (M) , all Proceeds, all Phase II Mall Sale Agreement Proceeds, products, replacements, additions, substitutions, renewals and accessions, remainders, reversions and after-acquired interest in, of and to such Collateral;

Lease pursuant to the Bankruptcy Code) and (B) the use and occupancy of the premises demised, whether or not pursuant to the applicable Space Lease (including any claim for use and occupancy arising under landlord-tenant law of the State or the Bankruptcy Code). A revocable license is hereby granted to Trustor, so long as no Event of Default has occurred and is continuing hereunder, to collect and use the Rents, as they become due and payable, but not more than one (1) month in advance thereof. Upon the occurrence of an Event of Default, the permission hereby granted to Trustor to collect the Rents shall automatically be revoked without notice until such time as such Event of Default is cured and such cure is accepted by the Beneficiary; provided , however , to the extent that the Required Lenders rescind and annul an acceleration of the Loans in accordance with the provisions of the last paragraph of Section 7.15 of the Construction Loan Agreement, such revocable license shall be reinstated. Beneficiary shall have the right, at any time and from time to time, to notify any Space Lessee of the rights of Beneficiary as provided by this Granting Clause (G) ;

Notwithstanding anything to the contrary contained herein, the foregoing provisions of this Granting Clause (G) shall not constitute an assignment for purposes of security but shall to the extent permitted by, or not prohibited by, the Nevada Gaming Laws and other applicable law constitute an absolute and present assignment of the Rents to Beneficiary; subject , however , to the conditional license given to Trustor to collect and use the Rents as hereinabove provided; and the existence or exercise of such right of Trustor shall not operate to subordinate this assignment to any subsequent assignment, in whole or in part, by Trustor;

(H) TOGETHER WITH, the absolute assignment of the Phase II Mall Sale Agreement, together with all of the following (including all “Cash Collateral” within the meaning of the Bankruptcy Code) arising from the Phase II Mall Sale Agreement: (a) the Closing Payment, the Adjustment Payments, the Earn-Out Payment, the Recalculated Earn-Out, the Developer Liquidated Damages Amount, amounts recovered by Trustor from GGP under paragraph 21.2 of the Phase II Mall Sale Agreement and all other deposits, revenues, issues, products, Proceeds, profits, income and other benefits therefrom and thereunder (collectively, the “ Phase II Mall Sale Agreement Proceeds ” (subject, however, to the aforesaid absolute assignment to Trustee for the benefit of Beneficiary and the revocable license hereinbelow granted to Trustor to collect the Phase II Mall Sale Agreement Proceeds), (b) all guarantees (including the guarantees by LCR set forth in the Phase II Mall SA Assignment Agreement), letters of credit, security deposits, collateral, cash deposits, and other credit enhancement documents, arrangements and other measures with respect to the Phase II Mall Sale Agreement, (c) all of Trustor’s right, title, and interest under the Phase II Mall Sale Agreement, including the following: (i) the right to receive and collect the Phase II Mall Sale Agreement Proceeds and any other amounts from GGP and its successor(s) under the Phase II Mall Sale Agreement and (ii) the right to enforce against GGP and its successor(s) any and all remedies under the Phase II Mall Sale Agreement, including Trustor’s right to retain, apply, use, draw upon, pursue, enforce or realize upon any guaranty of the Phase II Mall Sale Agreement (including the guarantees by LCR set forth in the Phase II Mall SA Assignment Agreement); to terminate, modify, amend or grant consents or approvals under the Phase II Mall Sale Agreement; to obtain possession of, use, or occupy, any of the Phase II Mall Space subject to the Phase II Mall Sale Agreement; and to enforce or exercise, whether at law or in equity or by any other means, all provisions of the Phase II Mall Sale Agreement and all obligations of GGP and LCR thereunder based upon (A) any breach by GGP under the Phase II Mall Sale Agreement or LCR under the Phase II Mall

SA Assignment Agreement (including any claim that Trustor may have by reason of a termination, rejection, or disaffirmance of the Phase II Mall Sale Agreement pursuant to the Bankruptcy Code) and (B) the use and occupancy of the portions of the Phase II Mall Space demised to Trustor pursuant to the Subject Leases (including any claim for use and occupancy arising under landlord-tenant law of the State or the Bankruptcy Code). A revocable license is hereby granted to Trustor, so long as no Event of Default has occurred and is continuing hereunder, to collect and use the Phase II Mall Sale Agreement Proceeds as they become due and payable. Upon the occurrence of an Event of Default, the permission hereby granted to Trustor to collect Phase II Mall Sales Agreement Proceeds shall automatically be revoked without notice until such time as such Event of Default is cured and such cure is accepted by the Beneficiary; provided , however , to the extent that the Required Lenders rescind and annul an acceleration of the Loans in accordance with the provisions of the last paragraph of Section 7.15 of the Construction Loan Agreement, such revocable license shall be reinstated. GGP has been notified of the rights of Beneficiary as provided by this Granting Clause (H) ;

Notwithstanding anything to the contrary contained herein, the foregoing provisions of this Granting Clause (H) shall not constitute an assignment for purposes of security but shall to the extent permitted by, or not prohibited by, the Nevada Gaming Laws and other applicable law constitute an absolute and present assignment of the Phase II Mall Sale Agreement and the Phase II Mall Sale Agreement Proceeds to Beneficiary; subject , however , to the conditional license given to Trustor to collect and use the Phase II Mall Sale Agreement Proceeds as hereinabove provided; and the existence or exercise of such right of Trustor shall not operate to subordinate this assignment to any subsequent assignment, in whole or in part, by Trustor;

(I) TOGETHER WITH all the estate, right, title and interest of Trustor of, in and to any and all Plans and Specifications and all maps, plans, specifications, surveys, studies, tests, reports, data and drawings relating to the development of the Phase II Mall or the Phase II Mall Improvements including, without limitation, all marketing plans, feasibility studies, soils tests, design contracts and all contracts and agreements of Trustor relating thereto including, without limitation, architectural, structural, mechanical and engineering plans and specifications, studies, data and drawings prepared for or relating to the development of the Phase II Mall or the Phase II Mall Improvements or the construction, renovation or restoration of any of the Phase II Mall Improvements or the extraction of minerals, sand, gravel or other valuable substances from the Phase II Mall or the Phase II Mall Improvements and purchase contracts or any agreement granting Trustor a right to acquire any land situated within Clark County, Nevada;

(J) TOGETHER WITH, to the extent permitted by, or not prohibited by, the Nevada Gaming Laws and other applicable Legal Requirements, all the estate, right, title and interest of Trustor of, in and to any and all licenses, permits, variances, special permits, franchises, certificates, rulings, certifications, validations, exemptions, filings, registrations, authorizations, consents, approvals, waivers, orders, rights and agreements (including, without limitation, options, option rights, contract rights now or hereafter obtained by Trustor from any Governmental Instrumentality having or claiming jurisdiction over the Phase II Mall or the Phase II Mall Improvements or any other element of the Trust Estate or providing access thereto, or the operation of any business on, at or from the Phase II Mall or the Phase II Mall Improvements including, without limitation, any liquor licenses or other licenses (except for any liquor licenses which are non-assignable);

(K) TOGETHER WITH all the estate, right, title and interest of Trustor of, in and to all water stock, water permits and other water rights relating to the Phase II Mall or the Phase II Mall Improvements;

(L) TOGETHER WITH all the estate, right, title and interest of Trustor of, in and to all oil and gas and other mineral rights, if any, in or pertaining to the Phase II Mall or the Phase II Mall Improvements and all royalty, leasehold and other rights of Trustor pertaining thereto;

(M) TOGETHER WITH any and all monies and other property, real or personal, which may from time to time be subjected to the Lien hereof by Trustor or by anyone on its behalf or with its consent, or which may come into the possession or be subject to the control of Trustee or Beneficiary pursuant to this Deed of Trust or any Loan Document granting a security interest to the Beneficiary, including, without limitation, any Protective Advances under this Deed of Trust; and all of Trustor’s right, title, and interest in and to all extensions, improvements, betterments, renewals, substitutes for and replacements of, and all additions, accessions, and appurtenances to, any of the foregoing that Trustor may subsequently acquire or obtain by any means, or construct, assemble, or otherwise place on any of the Trust Estate, and all conversions of any of the foregoing; it being the intention of Trustor that all property hereafter acquired by Trustor and required by this Deed of Trust or any Loan Document granting a security interest to the Beneficiary to be subject to the Lien of this Deed of Trust or intended so to be shall forthwith upon the acquisition thereof by Trustor be subject to the Lien of this Deed of Trust as if such property were now owned by Trustor and were specifically described in this Deed of Trust and granted hereby or pursuant hereto, and Trustee and Beneficiary are hereby authorized, subject to Nevada Gaming Laws and other applicable Legal Requirements, to receive any and all such property as and for additional security for the obligations secured or intended to be secured hereby. Trustor agrees to take any action as may reasonably be necessary to evidence and perfect such Liens or security interests, including, without limitation, the execution of any documents necessary to evidence and perfect such Liens or security interests;

(N) TOGETHER WITH, to the extent permitted by applicable Legal Requirements, any and all Accounts Receivable and all royalties, earnings, Income, Proceeds, Phase II Mall Sale Agreement Proceeds, products, Rents, revenues, reversions, remainders, issues, profits, avails, production payments, and other benefits directly or indirectly derived or otherwise arising from any of the foregoing, all of which are hereby assigned to Beneficiary, who, except as otherwise expressly provided in this Deed of Trust (including the provisions of Section 1.13 hereof), is authorized to collect and receive the same, to give receipts and acquittances therefor and to apply the same to the Obligations secured hereunder, whether or not then due and payable;

(O) TOGETHER WITH Proceeds of the foregoing property described in Granting Clauses (A) through (N) ;

(P) TOGETHER WITH Trustor’s rights further to assign, sell, lease, encumber or otherwise transfer or dispose of the property described in Granting Clauses (A) through (N) inclusive, above, for debt or otherwise; and

(Q) EXPRESSLY EXCLUDING, HOWEVER, (i) any assets which if pledged, hypothecated or given as collateral security would require Trustor to seek approval of any Nevada Gaming Authority of the pledge, hypothecation or collateralization, or require the Beneficiary or any Person to be licensed, qualified or found suitable by an applicable Nevada Gaming Authority, (ii) any contracts, contract rights, permits or general intangibles, which by their terms or the operation of law prohibit or do not allow assignment or require any consent for assignment which has not been obtained or which would be breached by virtue of a security interest being granted therein and (iii) any fee interest of LCR in the Leased Premises, the Site or LCR’s interest in the improvements thereon (other than with respect to the Trustor’s interest in the Trust Premises, nothing in this Deed of Trust is intended to restrict, encumber or affect LCR’s interests in its assets or properties).

Trustor, for itself and its successors and assigns, covenants and agrees to and with Trustee that, at the time or times of the execution of and delivery of these presents or any instrument of further assurance with respect thereto, Trustor has good right, full power and lawful authority to assign, grant, convey, warrant, transfer, bargain or sell its interests in the Trust Estate in the manner and form as aforesaid, and that the Trust Estate is free and clear of all Liens whatsoever, except the Permitted Liens, and Trustor shall warrant and forever defend the Trust Estate in the quiet and peaceable possession of Trustee and its successors and assigns against all and every Person lawfully or otherwise claiming or to claim the whole or any part thereof, subject to Permitted Liens. Trustor agrees that any greater title to the Trust Estate hereafter acquired by Trustor during the term hereof shall be automatically subject hereto.

ARTICLE ONE

COVENANTS OF TRUSTOR

The Beneficiary and Lenders have been induced to enter into the Construction Loan Agreement and the other Loan Documents and to make the Loans to Trustor on the basis of the following material covenants, all agreed to by Trustor:

1.1 Performance of Deed of Trust . Trustor shall perform, observe and comply with each and every provision hereof and of the other Loan Documents and shall promptly pay, when payment shall become due, the principal with interest thereon, the other Obligations and all other sums required to be paid by Trustor hereunder and thereunder, as the case may be.

1.2 General Representations , Covenants and Warranties . Trustor represents, covenants and warrants that: (a) Trustor has good and marketable title to an indefeasible fee estate in the Phase II Mall Space (other than the portion thereof that has been or will be leased pursuant to the Subject Leases) and a valid leasehold interest in the portion of the Phase II Mall Space that has been or will be leased pursuant to the Subject Leases), free and clear of all Liens except Permitted Liens, and that it has the right to hold, occupy and enjoy its interest in the Trust Estate, and has good right, full power and lawful authority to subject the Trust Estate to the Lien of this Deed of Trust and pledge the same as provided herein and Beneficiary may at all times peaceably and quietly enter upon, hold, occupy and enjoy the entire Trust Estate in accordance with the terms hereof; (b) neither Trustor nor any of its Subsidiaries is Insolvent and no bankruptcy or insolvency proceedings are pending or contemplated by or, to the best of Trustor’s

knowledge, threatened against Trustor nor any of its Subsidiaries; (c) all costs arising from construction of any Phase II Mall Improvements, the performance of any labor and the purchase of all Tangible Collateral and the Phase II Mall Improvements have been or shall be paid when due (subject to the provisions of the Construction Loan Agreement and this Deed of Trust); (d) the Phase II Mall Space has access for ingress and egress to dedicated street(s); (e) Trustor shall at all times conduct and operate the Trust Estate in a manner so as not to lose, or permit LVSI, Venetian or any of their Subsidiaries to lose the right to conduct gaming activities at the Phase II Project; (f) no material part of the Trust Estate has been damaged, destroyed, condemned or abandoned, other than those portions of the Trust Estate that have been the subject of condemnation proceedings that have resulted in the conveyance of such portion of the Trust Estate to the Trustor; (g) no part of the Trust Estate is the subject of condemnation proceedings and Trustor has no knowledge of any contemplated or pending condemnation proceeding with respect to any portion of the Trust Estate other than condemnation proceedings set forth in Exhibit C ; and (h) Trustor acknowledges and agrees that it presently uses, and has in the past used, certain trade or fictitious names in connection with the operation of the business at the Trust Estate, including the names “Venetian,” and “Palazzo” (all of the foregoing, collectively, the “ Enumerated Names ”). For all purposes of this Deed of Trust it shall be deemed that the term “Trustor” includes, in addition to “Phase II Mall Holding, LLC” and “Phase II Mall Subsidiary, LLC” all trade or fictitious, names that Phase II Mall Subsidiary Holding, Phase II Mall Subsidiary (or any successor or assign thereof) now or hereafter uses, or has in the past used with respect to the Site, the Project or the Phase II Mall Improvements without limitation, with the same force and effect as if this Deed of Trust had been executed in all such names (in addition to “Phase II Mall Holding, LLC” and “Phase II Mall Subsidiary, LLC”).

1.3 Leasehold Estates . Trustor represents, covenants and warrants: (a) that the Subject Leases are in full force and effect and unmodified; (b) Trustor will defend the leasehold estate under each Subject Lease for the entire remainder of the term set forth in each of the said Subject Leases against all and every Person or Persons lawfully claiming, or who may claim the same or any part thereof, subject to the payment of the rents in the Subject Leases reserved and subject to the performance and observance of all of the terms, covenants, conditions and warranties thereof; (c) that there is no uncured default under any Subject Lease or in the performance of any of the terms, covenants, conditions or warranties thereof on the part of the lessor or the lessee to be observed and performed and that no state of facts exist under a Subject Lease which, with the lapse of time or giving of notice or both would constitute a default thereunder.

1.4 Payment of Subject Leases Expenses . The Trustor shall pay or cause to be paid on or prior to the date due all rents, additional rents and other Impositions payable by the lessor or the lessee under the Subject Leases for which provision has not been made hereinbefore, when and as often as the same shall become due and payable and the pro rata share, if any, of all amounts payable under the Cooperation Agreement (if, as and when applicable to the Phase II Project) allocable to the Phase II Mall and the Phase II Mall Improvements. Trustor will in every case deliver, or cause to be delivered, proper receipts for any such item so paid and will within ten (10) days after the time when such payment shall be due and payable deliver to the Beneficiary, a copy of the receipts for any such payments.

1.5 Trustor’s Covenants with Respect to Subject Leases .

(a) The Trustor shall at all times promptly and faithfully keep and perform, or cause to be kept and performed, all the covenants and conditions contained in the Subject Leases to be kept and performed by the lessor or the lessee under the Subject Leases and in all respects conform to and comply with the terms and conditions of the Subject Leases. The Trustor further covenants that it shall not do or permit anything to occur or omit to occur which will impair or tend to impair the security of this Deed of Trust or will be grounds for declaring a forfeiture of any Subject Lease, and upon any such failure as aforesaid, Trustor shall be subject to all of the rights and remedies granted Beneficiary in this Deed of Trust.

(b) Except as otherwise permitted in the Construction Loan Agreement, Trustor shall not modify, extend or in any way alter the terms of the Subject Leases or cancel or surrender said Subject Leases, or waive, execute, condone or in anyway release or discharge the lessor thereunder of or from the obligations, covenants, conditions and agreements by said lessor to be done and performed; and Trustor does expressly release, relinquish and surrender unto Beneficiary all of its rights, power and authority to cancel, surrender, amend, modify or alter in any way the terms and provisions of the Subject Leases and any attempt on the part of Trustor to exercise any such right without the written approval and consent of Beneficiary thereto being first had and obtained shall constitute an Event of Default under the terms hereof and the Loan Documents and all Obligations and other sums secured hereby shall, at the option of Beneficiary, become due and payable forthwith. Notwithstanding anything contained herein or in any Loan Document to the contrary, (i) Trustor shall have the right to amend and modify the Walgreens Lease to consent to Walgreens Landlord’s development of Parcel 1 (as defined in the Walgreens Lease) and (ii) such amendment and the waiver of Trustor’s rights with respect to the development of Parcel 1 shall neither be deemed a “material amendment” nor a “material right”, in each case, under Section 6.12(C) of the Construction Loan Agreement.

(c) The Notes and all other Obligations of Trustor to Beneficiary under the Loan Documents shall immediately become due and payable at the option of Beneficiary, if Trustor fails to give Beneficiary immediate notice of any default under the Subject Leases or of the receipt by it of any notice of default from the Lessor thereunder, or if Trustor fails to furnish to Beneficiary immediately any and all information which it may request concerning the performance by Trustor of the covenants of the Subject Leases, or if Trustor fails to permit Beneficiary or its representative at all reasonable times to make investigation or examination concerning the performance by Trustor of the covenants of the Subject Leases, or if Trustor fails to permit Beneficiary or its representative at all reasonable time to make investigation or examination concerning such performance. Trustor shall deliver to Beneficiary an original executed copy of each Subject Lease, an estoppel certificate from the Lessor within ten (10) days of request by Beneficiary and in such form and content as shall be satisfactory to Beneficiary, as well as any and all documentary evidence received by it showing compliance by Trustor with the provisions of the Subject Leases.

(d) In the event of any failure by Trustor to perform or cause the performance of any covenant on the part of lessor or lessee to be observed and performed under the Subject Leases, the performance by Beneficiary on behalf of Trustor of the applicable Subject Lease covenant shall not remove or waive, as between Trustor and Beneficiary, the corresponding Event of Default under the terms hereof and any amount so advanced by Beneficiary or any costs incurred

in connection therewith, with interest thereon at the Default Rate shall constitute additional Obligations secured hereby and be immediately due and payable.

(e) To the extent permitted by law, the price payable by Trustor, or by any other party so entitled, in the exercise of the right of redemption, if any, shall include all rents paid and other sums advanced by Beneficiary, on behalf of Trustor, as lessee under the Subject Leases.

(f) The fee title and the leasehold estate in the property demised by the Phase II Mall Lease shall not merge and shall always be kept separate and distinct until the Phase II Mall Lease terminates. The fee title and the leasehold estate in the property demised by the Walgreens Lease shall not merge and shall always be kept separate and distinct until the Walgreens Lease terminates. The fee title and the leasehold estate in the property demised by the Master Lease shall not merge and shall always be kept separate and distinct until the Master Lease terminates. If Trustor acquires the fee title or any other estate, title or interest in the Leased Premises or any property covered by the Subject Leases, the lien of this Deed of Trust shall attach to, cover and be a lien upon such acquired estate, title or interest and same shall thereupon be and become a part of the Trust Estate with the same force and effect as if specifically encumbered herein. Trustor covenants and agrees to ratify, confirm and further evidence Beneficiary’s lien on the acquired estate, title or interest as reasonably requested by Beneficiary.

(g) Beneficiary shall have the right upon notice to Trustor to participate in the adjustment and settlement of any insurance proceeds and in the determination of any condemnation award under the Subject Leases to the extent and in the manner provided in the Subject Leases.

(h) The Lien of this Deed of Trust shall attach to all of Trustor’s rights and remedies at any time arising under or pursuant to Section 365(h) of the Bankruptcy Code, including, without limitation, all of Trustor’s rights to remain in possession of the Phase II Mall, the Phase II Mall Improvements and the Leased Premises. Trustor shall not elect to treat the Subject Leases as terminated under Section 365(h)(1) of the Bankruptcy Code, and any such election shall be void.

(i) If pursuant to Section 365(h)(2) of the Bankruptcy Code, Trustor shall seek to offset against the rent reserved in the Subject Leases the amount of any damages caused by the nonperformance by the lessor or any other Person of any of their respective obligations thereunder after the rejection by the lessor or such other Person of the Subject Leases under the Bankruptcy Code, then Trustor shall, prior to effecting such offset, notify Beneficiary of its intent to do so, setting forth the amount proposed to be so offset and the basis therefor. Beneficiary shall have the right to object to all or any part of such offset that, in the reasonable judgment of Beneficiary, would constitute a breach of the Subject Leases, and in the event of such objection, Trustor shall not effect any offset of the amounts found objectionable by Beneficiary. Neither Beneficiary’s failure to object as aforesaid nor any objection relating to such offset shall constitute an approval of any such offset by Beneficiary.

(ii) If any action, proceeding, motion or notice shall be commenced or filed in respect of the lessor under the Subject Leases or any other party or in respect of the Subject Leases in connection with any case under the Bankruptcy Code, then Beneficiary shall have

the option to intervene in any such litigation with counsel of Beneficiary’s choice. Beneficiary may proceed in its own name in connection with any such litigation, and Trustor agrees to execute any and all powers, authorizations, consents or other documents required by Beneficiary in connection therewith.

(iii) Trustor shall, after obtaining knowledge thereof, promptly notify Beneficiary of any filing by or against the lessor or other party with an interest in the Leased Premises of a petition under the Bankruptcy Code. Trustor shall promptly deliver to Beneficiary, following receipt, copies of any and all notices, summonses, pleadings, applications and other documents received by Trustor in connection with any such petition and any proceedings relating thereto.

(iv) If there shall be filed by or against Trustor a petition under the Bankruptcy Code, and Trustor, as lessee under the Subject Leases, shall determine to reject the Subject Leases pursuant to Section 365(a) of the Bankruptcy Code, then Trustor shall give Beneficiary a notice of the date on which Trustor shall apply to the bankruptcy court for authority to reject the Subject Leases (such notice to be no later than twenty (20) days prior to such date). Beneficiary shall have the right, but not the obligation, to serve upon Trustor at any time prior to the date on which Trustor shall so apply to the bankruptcy court a notice stating that Beneficiary demands that Trustor assume and assign the Subject Leases to Beneficiary pursuant to Section 365 of the Bankruptcy Code. If Beneficiary shall serve upon Trustor the notice described in the preceding sentence, to the extent permitted by law Trustor shall not seek to reject the Subject Leases and shall comply with the demand provided for in the preceding sentence. In addition, effective upon the entry of an order for relief with respect to Trustor under the Bankruptcy Code, Trustor hereby assigns and transfers to Beneficiary a non-exclusive right to apply to the bankruptcy court under Section 365(d)(4) of the Bankruptcy Code for an order extending the period during which the Subject Leases may be rejected or assumed; and shall (a) promptly notify Beneficiary of any default by Trustor in the performance or observance of any of the terms, covenants or conditions on the part of Trustor to be performed or observed under the Subject Leases and of the giving of any written notice by the lessor thereunder to Trustor of any such default, and (b) promptly cause a copy of each written notice given to Trustor by the lessor under the Subject Leases to be delivered to Beneficiary. Beneficiary may rely on any notice received by it from any such lessor of any default by Trustor under the Subject Leases and may take such action as may be permitted by law to cure such default even though the existence of such default or the nature thereof shall be questioned or denied by Trustor or by any Person on its behalf.

1.6 Compliance with Legal Requirements . Trustor shall promptly, fully, and faithfully comply in all material respects with all Legal Requirements and shall cause all portions of the Trust Estate and its use and occupancy to fully comply in all material respects with Legal Requirements at all times, whether or not such compliance requires work or remedial measures that are ordinary or extraordinary, foreseen or unforeseen, structural or nonstructural, or that interfere with the use or enjoyment of the Trust Estate.

1.7 Impositions . Except as otherwise permitted by Section 5.3 of the Construction Loan Agreement, (a) Trustor shall pay all Impositions as they become due and payable and shall

deliver to Beneficiary promptly upon Beneficiary’s request, evidence satisfactory to Beneficiary that the Impositions have been paid or are not delinquent; (b) Trustor shall not suffer to exist, permit or initiate the joint assessment of the real and personal property, or any other procedure whereby the Lien of Impositions and the Lien of the personal property taxes shall be assessed, levied or charged to the Phase II Mall and the Phase II Mall Improvements as a single Lien, except as may be required by Legal Requirements; and (c) in the event of the passage of any law deducting from the value of real property for the purposes of taxation any Lien thereon, or changing in any way the taxation of deeds of trust or obligations secured thereby for state or local purposes, or the manner of collecting such Impositions or taxes and imposing an Imposition or tax, either directly or indirectly, on this Deed of Trust or the Notes, Trustor shall pay all such Impositions and taxes and all payments required with respect to Impositions and taxes pursuant to the terms of the Cooperation Agreement (if, as and when applicable to the Phase II Project including, without limitation, Article VI thereof).

1.8 Insurance .

(a) Insurance Requirements and Proceeds .

(i) Hazard Insurance . Trustor shall at its sole expense obtain for, deliver to, assign and maintain for the benefit of Beneficiary, during the term of this Deed of Trust, insurance policies insuring the Trust Estate and liability insurance policies, all in accordance with the requirements of Section 5.4 of the Construction Loan Agreement, if applicable, and Article X of the Cooperation Agreement (if, as and when applicable to the Phase II Project). Trustor shall promptly pay when due any premiums on such insurance policies and on any renewals thereof and all payments required with respect to the procurement of insurance pursuant to the terms of the Cooperation Agreement (if, as and when applicable to the Phase II Project including, without limitation, Article VI thereof). In the event of the foreclosure of this Deed of Trust or any other transfer of title to the Trust Estate in extinguishment of the Obligations and other sums secured hereby, all right, title and interest of Beneficiary in and to all insurance policies and renewals thereof then in force shall pass to the purchaser or grantee.

(ii) Handling of Proceeds . All Proceeds from any insurance policies shall be disbursed in accordance with the provisions of Section 5.4 of the Construction Loan Agreement, if applicable, or otherwise in accordance with Articles X and XI of the Cooperation Agreement if, as and when applicable to the Phase II Project. All Proceeds of insurance allocable to Trustor, as owner of the Phase II Mall and the Phase II Mall Improvements and attributable to business interruption insurance shall be collected, held, handled and disbursed in accordance with Section 5.4 of the Construction Loan Agreement, if applicable, or otherwise in accordance with Articles X and XI of the Cooperation Agreement if, as and when applicable to the Phase II Project. All Net Loss Proceeds shall be applied by Trustor in accordance with Section 2.4A(iii)(b) of the Construction Loan Agreement.

(b) Compliance with Insurance Policies . Trustor shall not violate or permit to be violated any of the conditions or provisions of any policy of insurance required by the Construction Loan Agreement, the Cooperation Agreement (if, as and when applicable to the

Phase II Project) or this Deed of Trust and Trustor shall so perform and satisfy the requirements of the companies writing such policies that, at all times, companies of good standing shall be willing to write and/or continue such insurance. Trustor further covenants to promptly send to Beneficiary all notices relating to any violation of such policies or otherwise affecting Trustor’s insurance coverage or ability to obtain and maintain such insurance coverage.

1.9 Condemnation . Beneficiary is hereby authorized, at its option, to commence, appear in and prosecute in its own or Trustor’s name any action or proceeding relating to any condemnation and, subject to Article XII of the Cooperation Agreement (if, as and when applicable to the Phase II Project), to settle or compromise any claim in connection therewith, and Trustor hereby appoints Beneficiary as its attorney-in-fact to take any action in Trustor’s name pursuant to Beneficiary’s rights hereunder. Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Trust Estate, or any portion thereof, Trustor shall notify the Trustee and Beneficiary of the pendency of such proceedings. Trustor from time to time shall execute and deliver to Beneficiary all instruments requested by it to permit such participation; provided , however , that such instruments shall be deemed as supplemental to the foregoing grant of permission to Trustee and Beneficiary, and unless otherwise required, the foregoing permission shall, without more, be deemed sufficient to permit Trustee and/or Beneficiary to participate in such proceedings on behalf of Trustor. All such compensation awards, damages, claims, rights of action and Proceeds, and any other payments or relief, and the right thereto, whether paid to Beneficiary or Trustor, are included in the Trust Estate. Beneficiary, after deducting therefrom all its expenses, including reasonable attorneys fees, shall apply all Proceeds paid directly to it in accordance with the provisions of Section 5.4(C) of the Construction Loan Agreement. All such Proceeds paid directly to the Trustor shall be applied by Trustor in accordance with Article XII of the Cooperation Agreement (if, as and when applicable to the Phase II Project) and Section 2.4A(iii)(c) of the Construction Loan Agreement. Trustor hereby waives any rights it may have under NRS 37.115, as amended or recodified from time to time.

1.10 Space Leases .

(a) Trustor represents and warrants that:

(i) Trustor has delivered to Beneficiary true, correct and complete copies of all Space Leases, including all amendments and modifications, written or oral existing as of the Closing Date;

(ii) Trustor has not executed or entered into any modifications or amendments of the Space Leases, either orally or in writing, other than written amendments that have been delivered or disclosed to Beneficiary in writing;

(iii) to Trustor’s knowledge, no default now exists under any Space Lease on the part of Trustor or the tenant thereunder;

(iv) to Trustor’s knowledge, no event has occurred that, with the giving of notice or the passage of time or both, would constitute such a default or would entitle Trustor or

any other party under such Space Lease to cancel the same or otherwise avoid its obligations;

(v) Trustor has not accepted prepayments of installments of Rent under any Space Leases, except for installment payments not in excess of one month’s Rent and security deposits;

(vi) except for Permitted Liens, Trustor has not executed any assignment or pledge of any of Space Leases, the Rents, or of Trustor’s right, title and interest in the same; and

(vii) this Deed of Trust does not constitute a violation or default under any Space Lease, and is and shall at all times constitute a valid Lien on Trustor’s interests in the Space Leases.

(b) After an Event of Default, Trustor shall deliver to Beneficiary the executed originals of all Space Leases.

1.11 Authorization by Trustor .

Trustor agrees that in the event the ownership of the Trust Estate or any part thereof becomes vested in a person other than Trustor, Beneficiary may, without notice to Trustor, deal in any way with such successor or successors in interest with reference to this Deed of Trust, the Notes and other Obligations hereby secured without in any way vitiating or discharging Trustor’s or any guarantor’s, surety’s or endorser’s liability hereunder or upon the obligations hereby secured. No sale of the Trust Estate and no forbearance to any person with respect to this Deed of Trust and no extension to any person of the time for payment of the Notes, and other sums hereby secured given by Beneficiary shall operate to release, discharge, modify, change or affect the original liability of Trustor, or such guarantor, surety or endorser either in whole or in part.

1.12 Security Agreement and Financing Statements . Trustor (as debtor) hereby grants to Beneficiary (as creditor and secured party) a present and future security interest in all Tangible Collateral, Intangible Collateral, FF&E, the Phase II Mall Space, the Phase II Mall Improvements, the Phase II Mall Sale Agreement, the Phase II Mall Sale Agreement Proceeds, all other personal property now or hereafter owned or leased by Trustor or in which Trustor has or will have any interest, to the extent that such property constitutes a part of the Trust Estate (whether or not such items are stored on the Site, the Phase II Project, the Phase II Mall or elsewhere), Proceeds of the foregoing comprising a portion of the Trust Estate and all proceeds of insurance policies and consideration awards arising therefrom and all proceeds, products, substitutions, and accessions therefor and thereto, subject to Beneficiary’s rights to treat such property as real property as herein provided (collectively, the “ Personal Property ”). Trustor shall execute any and all documents and writings, including without limitation financing statements pursuant to the UCC, as may be necessary or prudent to preserve and maintain the priority of the security interest granted hereby on property which may be deemed subject to the foregoing security agreement or as Beneficiary may reasonably request, and shall pay to Beneficiary on demand any reasonable expenses incurred by Beneficiary in connection with the preparation, execution and filing of any such documents. Trustor hereby authorizes and

empowers Beneficiary to execute and file, on Trustor’s behalf, all financing statements and refilings and continuations thereof as advisable to create, preserve and protect said security interest. This Deed of Trust constitutes both a real property deed of trust and a “security agreement,” within the meaning of the UCC, and the Trust Estate includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Trustor in the Trust Estate. Trustor by executing and delivering this Deed of Trust has granted to Beneficiary, as security of the Obligations, a security interest in the Trust Estate.

(a) Fixture Filing . Without in any way limiting the generality of the immediately preceding paragraph or of the definition of the Trust Estate, this Deed of Trust constitutes a fixture filing under Section 9-502 of the UCC (NRS 104.9502(3)). For such purposes, (i) the “debtor” is each Trustor and their respective addresses are the addresses given for each such Person in the initial paragraph of this Deed of Trust; (ii) the “secured party” is Beneficiary, and its address for the purpose of obtaining information is the address given for it in the initial paragraph of this Deed of Trust; (iii) the real estate to which the fixtures are or are to become attached is Trustor’s interest in the Phase II Mall and the Phase II Mall Improvements; and (iv) the record owner of the Phase II Mall and the Phase II Mall Improvements is Phase II Mall Subsidiary (as the lessor with respect to the leasehold estates created by the Subject Leases).

(b) Remedies . This Deed of Trust shall be deemed a security agreement as defined in the UCC and the remedies for any violation of the covenants, terms and conditions of the agreements herein contained shall include any or all of (i) those prescribed herein, and (ii) those available under applicable Legal Requirements, and (iii) those available under the UCC, all at Beneficiary’s sole election. In addition, a photographic or other reproduction of this Deed of Trust shall be sufficient as a financing statement for filing wherever filing may be necessary to perfect or continue the security interest granted herein.

(c) Derogation of Real Property . It is the intention of the parties that the filing of a financing statement in the records normally having to do with personal property shall never be construed as in anyway derogating from or impairing the express declaration and intention of the parties hereto as hereinabove stated that everything used in connection with the production of Income from the Trust Estate and/or adapted for use therein and/or which is described or reflected in this Deed of Trust is, and at all times and for all purposes and in all proceedings both legal or equitable, shall be regarded as part of the real property encumbered by this Deed of Trust irrespective of whether (i) any such item is physically attached to the Phase II Mall Improvements, (ii) serial numbers are used for the better identification of certain equipment items capable of being thus identified in a recital contained herein or in any list filed with Beneficiary, or (iii) any such item is referred to or reflected in any such financing statement so filed at any time. It is the intention of the parties that the mention in any such financing statement of (1) rights in or to the proceeds of any fire and/or hazard insurance policy, or (2) any award in eminent domain proceedings for a taking or for loss of value, or (3) Trustor’s interest as lessors in any present or future Space Lease or rights to Rents, shall never be construed as in anyway altering any of the rights of Beneficiary as determined by this Deed of Trust or impugning the priority of Beneficiary’s real property Lien granted hereby or by any other recorded document, but such mention in the financing statement is declared to be for the protection of Beneficiary in the event any court or judge shall at any time hold with respect to the matters set forth in the foregoing clauses (1) , (2) and (3) that notice of Beneficiary’s priority of

interest to be effective against a particular class of Persons, including but not limited to, the federal government and any subdivisions or entity of the federal government, must be filed in the UCC records.

(d) Priority; Permitted Financing of Tangible Collateral . All Personal Property of any nature whatsoever which is subject to the provisions of this security agreement shall be purchased or obtained by Trustor in its name and free and clear of any Lien or encumbrance, except for Permitted Liens, for use only in connection with the business and operation of the Phase II Mall and the Phase II Mall Improvements, and shall be and at all times remain free and clear of any lease or similar arrangement, chattel financing, installment sale agreement, security agreement and any encumbrance of like kind, so that Beneficiary’s security interest shall attach to and vest in Trustor for the benefit of Beneficiary, with the priority herein specified, immediately upon the installation or use of the Personal Property at the Phase II Mall or the Phase II Mall Improvements and Trustor warrants and represents that Beneficiary’s security interest in the Personal Property is a validly attached and binding security interest, properly perfected and prior to all other security interests therein subject to Permitted Liens.

(e) Preservation of Contractual Rights of Collateral . Trustor shall, prior to delinquency, default, or forfeiture, perform all obligations and satisfy all material conditions required on its part to be satisfied to preserve its rights and privileges under any contract, lease, license, permit, or other authorization (i) under which it holds any Tangible Collateral or (ii) which constitutes part of the Intangible Collateral, except where Trustor is contesting such obligations in accordance with the Construction Loan Agreement.

(f) Removal of Collateral . Except as permitted in the Construction Loan Agreement for damaged or obsolete Tangible Collateral which is either no longer usable or which is removed temporarily for repair or improvement or removed for replacement on the Trust Estate with Tangible Collateral of similar function or as otherwise permitted herein, none of the Tangible Collateral shall be removed from the Trust Estate without Beneficiary’s prior written consent.

(g) Change of Name . Trustor shall not change its corporate or business name, or do business within the State under any name other than such name, or any trade name(s) other than those as to which Trustor gives prior written notice to Beneficiary of its intent to use such trade names, or any other business names (if any) specified in the financing statements delivered to Beneficiary for filing in connection with the execution hereof, without providing Beneficiary with the additional financing statement(s) and any other similar documents deemed reasonably necessary by Beneficiary to assure that its security interest remains perfected and of undiminished priority in all such Personal Property notwithstanding such name change.

1.13 Assignment of Rents and Leases . The assignment of Rents and Leases set out above in Granting Clause (G) shall constitute an absolute and present assignment to Beneficiary, subject to the revocable license granted therein to Trustor to collect the Rents, and shall be fully operative without any further action on the part of any party, and specifically upon the occurrence of an Event of Default such license shall be automatically revoked and Beneficiary shall be entitled upon the occurrence of an Event of Default hereunder to all Rents and to enter into the Phase II Mall and the Phase II Mall Improvements to collect all such Rents until such time as such Event of Default is cured and such cure is accepted by the Beneficiary; provided ,

however , that Beneficiary shall not be obligated to take possession of the Trust Estate, or any portion thereof. The absolute assignment contained in Granting Clause (G) shall not be deemed to impose upon Beneficiary any of the obligations or duties of Trustor provided in any such Space Lease or the Subject Leases (including, without limitation, any liability under the covenant of quiet enjoyment contained in any Space Lease in the event that any lessee shall have been joined as a party defendant in any action to foreclose this Deed of Trust and shall have been barred and foreclosed thereby of all right, title and interest and equity of redemption in the Trust Estate or any part thereof).

1.14 Rejection of Subject Leases . To the extent applicable, if the lessor under the Subject Leases rejects or disaffirms the Subject Leases or purports or seeks to disaffirm the Subject Leases pursuant to any Bankruptcy Law, then:

(a) To the extent permitted by law, Trustor shall remain in possession of the Leased Premises and shall perform all acts reasonably necessary for Trustor to remain in such possession for the unexpired term of such Subject Leases (including all renewals), whether the then existing terms and provisions of such Subject Leases require such acts or otherwise; and

(b) All the terms and provisions of this Deed of Trust and the Lien created by this Deed of Trust shall remain in full force and effect and shall extend automatically to all of Trustor’s rights and remedies arising at any time under, or pursuant to, Section 365(h) of the Bankruptcy Code, including all of Trustor’s rights to remain in possession of the Leased Premises.

1.15 Beneficiary’s Cure of Trustor’s Default . If Trustor defaults hereunder in the payment of any tax, assessment, Lien, encumbrance or other Imposition, in its obligation to furnish insurance hereunder, or in the performance or observance of any other covenant, condition or term of this Deed of Trust or the Cooperation Agreement (if, as and when applicable to the Phase II Project), Beneficiary may, but is not obligated to, preserve its interest in the Trust Estate, perform or observe the same, but only upon not less than five (5) Business Days notice to Trustor and all payments made (whether such payments are regular or accelerated payments) and reasonable costs and expenses incurred or paid by Beneficiary in connection therewith shall become due and payable immediately. The amounts so incurred or paid by Beneficiary, together with interest thereon at the Default Rate from the date incurred until paid by Trustor, shall be added to the Obligations and secured by the Lien of this Deed of Trust. Beneficiary is hereby empowered to enter and to authorize others to enter upon the Phase II Mall or the Phase II Mall Improvements or any part thereof for the purpose of performing or observing any such defaulted covenant, condition or term, without thereby becoming liable to Trustor or any Person in possession holding under Trustor. No exercise of any rights under this Section 1.15 by Beneficiary shall cure or waive any Event of Default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies.

1.16 Use of Land and Leased Premises . Trustor covenants that the Trust Estate shall be (i) used and operated in a manner reasonably consistent with the description of the Phase II Mall in the Cooperation Agreement (if, as and when applicable to the Phase II Project) and (ii) Section 6.11 of the Construction Loan Agreement.

1.17 Affiliates and Subsidiaries .

(a) Subject to Trust Deed . Subject to compliance with requirements of applicable Nevada Gaming Laws, Trustor shall cause all of its Affiliates and Subsidiaries in any way involved with the operation of all or a portion of the Trust Estate to observe the covenants and conditions of this Deed of Trust to the extent necessary to give the full intended effect to such covenants and conditions and to protect and preserve the security of Beneficiary hereunder. Trustor shall, at Beneficiary’s request, cause any such Affiliate or Subsidiary to execute and deliver to Beneficiary or Trustee such further instruments or documents as Beneficiary may reasonably deem necessary to effectuate the terms of this Section 1.17(a) .

(b) Restriction on Use of Subsidiary or Affiliate . Except as permitted under the Construction Loan Agreement or the Loan Documents, Trustor shall not use any Affiliate or Subsidiary in the operation of the Trust Estate, the Phase II Mall, the Leased Premises or the Easements if such use would in any way impair the security for the Notes and the Construction Loan Agreement or cause a breach of any covenant of this Deed of Trust, the Construction Loan Agreement or any other Loan Documents.

1.18 Merger . So long as any of the Obligations have not been paid or performed, unless Beneficiary shall otherwise in writing consent, the fee title and the leasehold estate under the Subject Leases shall not merge but shall always be kept separate and distinct, notwithstanding the union of said estates either in the lessor or in the lessee, or in a third party, by purchase or otherwise; and Trustor covenants and agrees that, if it shall acquire the fee title, or any other estate, title or interest in any portion of the Lease Premises, this Deed of Trust shall be considered as mortgaged, assigned or conveyed to the Beneficiary and the Lien hereof spread to cover such estate with the same force and effect as though specifically herein mortgaged, assigned or conveyed and spread. The provisions of this paragraph shall not apply if Beneficiary shall so elect.

ARTICLE TWO

CORPORATE LOAN PROVISIONS

2.1 Interaction with Construction Loan Agreement .

(a) Incorporation by Reference . All terms, covenants, conditions, provisions and requirements of the Construction Loan Agreement are incorporated by reference in this Deed of Trust.

(b) Conflicts . In the event of any conflict or inconsistency between the provisions of this Deed of Trust and those of the Construction Loan Agreement, the provisions of the Construction Loan Agreement shall govern.

2.2 Other Collateral . This Deed of Trust is one of a number of Collateral Documents to secure the Obligations delivered by or on behalf of Trustor pursuant to the Construction Loan Agreement and the other Loan Documents and securing the Obligations secured hereunder. All potential junior Lien claimants are placed on notice that, under any of the Loan Documents and any other documents granting a security interest to the Beneficiary or otherwise (such as by

separate future unrecorded agreement between Trustor and Beneficiary), other collateral for the Obligations secured hereunder ( i . e . , collateral other than the Trust Estate) may, under certain circumstances, be released without a corresponding reduction in the total principal amount secured by this Deed of Trust. Such a release would decrease the amount of collateral securing the Obligations, thereby increasing the burden on the remaining Trust Estate created and continued by this Deed of Trust. No such release shall impair the priority of the Lien of this Deed of Trust. By accepting its interest in the Trust Estate, each and every junior Lien claimant shall be deemed to have acknowledged the possibility of, and consented to, any such release. Nothing in this paragraph shall impose any obligation upon Beneficiary.

ARTICLE THREE

DEFAULTS

3.1 Event of Default . The term “ Event of Default ,” wherever used in this Deed of Trust, shall mean any one or more of the events of default listed in Section 7 of the Construction Loan Agreement (whether any such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and it shall be an Event of Default under this Deed of Trust if Trustor or any other “borrower” (as defined in NRS 106.310) who may send a notice pursuant to NRS 106.380(1) with respect to this Deed of Trust (i) delivers, sends or otherwise gives to Beneficiary (A) any notice of an election to terminate the operation of this Deed of Trust as security for any indebtedness secured by this instrument, including, without limitation, any obligation to repay any “future advance” (as defined in NRS 106.320) or “principal” (as defined in NRS 106.345), or (B) any other notice pursuant to NRS 106.380(1); (ii) records a statement pursuant to NRS 1206.380(3); or (iii) causes this Deed of Trust, any indebtedness secured by this instrument or Beneficiary to be subject to NRS 106.380(2), 106.380(3), or 106.400.

ARTICLE FOUR

REMEDIES

4.1 Acceleration of Maturity . If an Event of Default occurs, Beneficiary may (except that such acceleration shall be automatic if the Event of Default is caused by a Trustor’s Bankruptcy, in accordance with Sections 7.6 and 7.7 of the Construction Loan Agreement) declare the Notes and all Obligations or sums secured hereby, to be due and payable immediately, and upon such declaration such principal and interest and other sums shall immediately become due and payable without demand, presentment, notice or other requirements of any kind (all of which Trustor waives) notwithstanding anything in this Deed of Trust or any Loan Document or applicable law to the contrary.

4.2 Protective Advances . If Trustor fails to make any payment or perform any other obligation under the Notes, the other Operative Documents or the Resort Complex Operative Documents, then without thereby limiting Beneficiary’s other rights or remedies, waiving or releasing any of Trustor’s obligations, or imposing any obligation on Beneficiary, Beneficiary may either advance any amount owing or perform any or all actions that Beneficiary considers

necessary or appropriate to cure such default. All such advances shall constitute “ Protective Advances .” No sums advanced or performance rendered by Beneficiary shall cure, or be deemed a waiver of any Event of Default.

4.3 Institution of Equity Proceedings . If an Event of Default occurs, Beneficiary may institute an action, suit or proceeding in equity for specific performance of this Deed of Trust or the Loan Documents, all of which shall be specifically enforceable by injunction or other equitable remedy. Trustor waives any defense based on laches or any applicable statute of limitations.

4.4 Beneficiary’s Power of Enforcement .

(a) If an Event of Default occurs, Beneficiary shall be entitled, at its option and in its sole and absolute discretion, to prepare and record on its own behalf, or to deliver to Trustee for recording, if appropriate, written declaration of default and demand for sale and written Notice of Default and Election to Sell (NRS 107.080) (or other statutory notice) to cause the Trust Estate to be sold to satisfy the obligations hereof, and in the case of delivery to Trustee, Trustee shall cause said notice to be filed for record.

(b) After the lapse of such time as may then be required by law following the recordation of said Notice of Breach and Election to Sell, and notice of sale having been given as then required by law, including compliance with all applicable Nevada Gaming Laws, Trustee without demand on Trustor, shall sell the Trust Estate or any portion thereof at the time and place fixed by it in said notice, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder, of cash in lawful money of the United States payable at the time of sale. Trustee may, for any cause it deems expedient, postpone the sale of all or any portion of said property until it shall be completed and, in every case, notice of postponement shall be given by public announcement thereof at the time and place last appointed for the sale and from time to time thereafter Trustee may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall execute and deliver to the purchaser its Deed, Bill of Sale, or other instrument conveying said property so sold, but without any covenant or warranty, express or implied. The recitals in such instrument of conveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. Any Person, including Beneficiary, may bid at the sale.

(c) After deducting all costs, fees and expenses of Trustee and of this Deed of Trust, including, without limitation, costs of evidence of title and reasonable attorneys’ fees of Trustee or Beneficiary in connection with a sale, Trustee shall apply the proceeds of such sale to payment of all sums expended under the terms hereof not then repaid, with accrued interest at the Default Rate to the payment of all other sums then secured hereby and the remainder, if any, to the Person or Persons legally entitled thereto as provided in NRS 40.462.

commenced, proceed by any appropriate action or proceeding: (1) to enforce payment of the Notes, to the extent permitted by law, or the performance of any term hereof or any other right; (2) to foreclose this Deed of Trust in any manner provided by law for the foreclosure of mortgages or deeds of trust on real property and to sell, as an entirety or in separate lots or parcels, the Trust Estate or any portion thereof pursuant to applicable Legal Requirements or under the judgment or decree of a court or courts of competent jurisdiction, and Beneficiary shall be entitled to recover in any such proceeding all costs and expenses incident thereto, including reasonable attorneys’ fees in such amount as shall be awarded by the court; (3) to exercise any or all of the rights and remedies available to it under the Construction Loan Agreement and the other Loan Documents; and (4) to pursue any other remedy available to it. Beneficiary shall take action either by such proceedings or by the exercise of its powers with respect to entry or taking possession, or both, as Beneficiary may determine.

(e) The remedies described in this Section 4.4 may be exercised with respect to all or any portion of the Personal Property, either simultaneously with the sale of any real property encumbered hereby or independent thereof. Beneficiary shall at any time be permitted to proceed with respect to all or any portion of the Personal Property in any manner permitted by the UCC. Trustor agrees that Beneficiary’s inclusion of all or any portion of the Personal Property (and all personal property that is subject to a security interest in favor, or for the benefit, of Beneficiary) in a sale or other remedy exercised with respect to the real property encumbered hereby, as permitted by the UCC, is a commercially reasonable disposition of such property.

4.5 Beneficiary’s Right to Enter and Take Possession , Operate and Apply Income .

(a) Subject to compliance with applicable Nevada Gaming Laws, if an Event of Default occurs, (i) Trustor, upon demand of Beneficiary, shall forthwith surrender to Beneficiary the actual possession and, if and to the extent permitted by law, Beneficiary itself, or by such officers or agents as it may appoint, may enter and take possession of all the Trust Estate including the Personal Property, without liability for trespass, damages or otherwise, and may exclude Trustor and its agents and employees wholly therefrom and may have joint access with Trustor to the books, papers and accounts of Trustor; and (ii) Trustor shall pay monthly in advance to Beneficiary on Beneficiary’s entry into possession, or to any receiver appointed to collect the Rents, all Rents then due and payable.

(b) If Trustor shall for any reason fail to surrender or deliver the Trust Estate, the Personal Property or any part thereof after Beneficiary’s demand, Beneficiary may obtain a judgment or decree conferring on Beneficiary or Trustee the right to immediate possession or requiring Trustor to deliver immediate possession of all or part of such property to Beneficiary or Trustee and Trustor hereby specifically consents to the entry of such judgment or decree. Trustor shall pay to Beneficiary or Trustee, upon demand, all reasonable costs and expenses of obtaining such judgment or decree and reasonable compensation to Beneficiary or Trustee, their attorneys and agents, and all such costs, expenses and compensation shall, until paid, be secured by the Lien of this Deed of Trust.

(c) Subject to compliance with applicable Nevada Gaming Laws, upon every such entering upon or taking of possession, Beneficiary or Trustee may hold, store, use, operate,

manage and control the Trust Estate and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so act:

(i) make all necessary and proper maintenance, repairs, renewals, replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire additional fixtures, personalty and other property;

(ii) insure or keep the Trust Estate insured;

(iii) manage and operate the Trust Estate and exercise all the rights and powers of Trustor in their name or otherwise with respect to the same;

(iv) enter into agreements with others to exercise the powers herein granted Beneficiary or Trustee, all as Beneficiary or Trustee from time to time may determine; and subject to the absolute assignment of the Rents and Leases and the Phase II Mall Sale Agreement Proceeds and the Phase II Mall Sale Agreement, Beneficiary or Trustee may collect and receive all of the Rents and the Phase II Mall Sale Agreement Proceeds, including those past due as well as those accruing thereafter; and, in each case, shall apply the monies so received by Beneficiary or Trustee in such priority as Beneficiary may determine to (A) the payment of interest and principal due and payable on the Notes, (B) the deposits for Impositions and insurance premiums due, (C) the cost of insurance, Impositions and other proper charges upon the Trust Estate or any part thereof; (D) the compensation, expenses and disbursements of the agents, attorneys and other representatives of Beneficiary or Trustee; and (E) any other charges or costs required to be paid by Trustor under the terms hereof; and

(v) rent or sublet the Trust Estate or any portion thereof for any purpose permitted by this Deed of Trust.

Beneficiary or Trustee shall surrender possession of the Trust Estate and the Personal Property to Trustor only when all that is due upon such interest and principal, Imposition and insurance deposits, and all amounts under any of the terms of the Construction Loan Agreement or this Deed of Trust, shall have been paid and other Obligations performed. The same right of taking possession, however, shall exist if any subsequent Event of Default shall occur and be continuing.

4.6 Space Leases . Beneficiary is authorized to foreclose this Deed of Trust subject to the rights of any tenants of the Trust Estate, and the failure to make any such tenants parties defendant to any such foreclosure proceedings and to foreclose their rights shall not be, nor be asserted by Trustor to be, a defense to any proceedings instituted by Beneficiary to collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the Trust Estate, or any portion thereof. Unless otherwise agreed by Beneficiary in writing, all Space Leases executed subsequent to the date hereof, or any part thereof, shall be subordinate and inferior to the Lien of this Deed of Trust; provided , however , from time to time Beneficiary may execute and record among the land records of the jurisdiction where this Deed of Trust is recorded, subordination statements with respect to such of said Space Leases as Beneficiary may designate in its sole discretion, whereby the Space Leases so designated by Beneficiary shall be

made superior to the Lien of this Deed of Trust for the term set forth in such subordination statement. From and after the recordation of such subordination statements, and for the respective periods as may be set forth therein, the Space Leases therein referred to shall be superior to the Lien of this Deed of Trust and shall not be affected by any foreclosure hereof. All such Space Leases shall contain a provision to the effect that the Trustor and Space Lessee recognize the right of Beneficiary to elect and to effect such subordination of this Deed of Trust and consents thereto.

4.7 Purchase by Beneficiary . Upon any foreclosure sale (whether judicial or nonjudicial), Beneficiary may bid for and purchase the property subject to such sale and, upon compliance with the terms of sale, may hold, retain and possess and dispose of such property in its own absolute right without further accountability.

4.8 Waiver of Appraisement , Valuation, Stay, Extension and Redemption Laws . Trustor agrees to the full extent permitted by Legal Requirements that if an Event of Default occurs, neither Trustor nor anyone claiming through or under it shall or will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws now or hereafter in force, in order to prevent or hinder the enforcement or foreclosure of this Deed of Trust or the absolute sale of the Trust Estate or any portion thereof or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and Trustor for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may lawfully so do, the benefit of all such Legal Requirements, and any and all right to have the assets comprising the Trust Estate marshalled upon any foreclosure of the Lien hereof and agrees that Trustee or any court having jurisdiction to foreclose such Lien may sell the Trust Estate in part or as an entirety.

4.9 Receiver . If an Event of Default occurs, Beneficiary, to the extent permitted by law and subject to compliance with all applicable Nevada Gaming Laws, and without regard to the value, adequacy or occupancy of the security for the Obligations and other sums secured hereby, shall be entitled as a matter of right if it so elects to the appointment of a receiver to enter upon and take possession of the Trust Estate and to collect all Rents and the Phase II Mall Sale Agreement Proceeds and apply the same as the court may direct, and such receiver may be appointed by any court of competent jurisdiction upon application by Beneficiary. Beneficiary may have a receiver appointed without notice to Trustor or any third party, and Beneficiary may waive any requirement that the receiver post a bond. Beneficiary shall have the power to designate and select the Person who shall serve as the receiver and to negotiate all terms and conditions under which such receiver shall serve. Any receiver appointed on Beneficiary’s behalf may be an Affiliate of Beneficiary. The expenses, including receiver’s fees, attorneys’ fees, costs and agent’s compensation, incurred pursuant to the powers herein contained shall be secured by this Deed of Trust. The right to enter and take possession of and to manage and operate the Trust Estate and to collect all Rents and the Phase II Mall Sale Agreement Proceeds, whether by a receiver or otherwise, shall be cumulative to any other right or remedy available to Beneficiary under this Deed of Trust, the Construction Loan Agreement or otherwise available to Beneficiary and may be exercised concurrently therewith or independently thereof. Beneficiary shall be liable to account only for such Rents (including, without limitation, security deposits) and such Phase II Mall Sale Agreement Proceeds actually received by Beneficiary, whether received pursuant to this Section 4.9 or any other provision hereof. Notwithstanding the

appointment of any receiver or other custodian, Beneficiary shall be entitled as pledgee to the possession and control of any cash, deposits, or instruments at the time held by, or payable or deliverable under the terms of this Deed of Trust to, Beneficiary.

4.10 Suits to Protect the Trust Estate . Beneficiary shall have the power and authority to institute and maintain any suits and proceedings as Beneficiary, in its sole and absolute discretion, may deem advisable (a) to prevent any impairment of the Trust Estate by any acts which may be unlawful or in violation of this Deed of Trust, (b) to preserve or protect its interest in the Trust Estate, or (c) to restrain the enforcement of or compliance with any Legal Requirement that may be unconstitutional or otherwise invalid, if the enforcement of or compliance with such enactment, rule or order might impair the security hereunder or be prejudicial to Beneficiary’s interest.

4.11 Proofs of Claim . In the case of any receivership, Insolvency, Bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceedings affecting Trustor, or, to the extent the same would result in an Event of Default hereunder, any Subsidiary, or any guarantor, co-maker or endorser of any of Trustor’s obligations, its creditors or its property, Beneficiary, to the extent permitted by law, shall be entitled to file such proofs of claim or other documents as it may deem to be necessary or advisable in order to have its claims allowed in such proceedings for the entire amount of the Obligations, at the date of the institution of such proceedings, and for any additional amounts which may become due and payable by Trustor after such date.

4.12 Trustor to Pay the Notes on Any Default in Payment ; Application of Monies by Beneficiary .

(a) In case of a foreclosure sale of all or any part of the Trust Estate and of the application of the proceeds of sale to the payment of the sums secured hereby, Beneficiary shall be entitled to enforce payment from Trustor of any additional amounts then remaining due and unpaid and to recover judgment against Trustor for any portion thereof remaining unpaid, with interest at the Default Rate in accordance with Section 4.19 hereof.

(b) Trustor hereby agrees to the extent permitted by law, that no recovery of any such judgment by Beneficiary or other action by Beneficiary and no attachment or levy of any execution upon any of the Trust Estate or any other property shall in any way affect the Lien and security interest of this Deed of Trust upon the Trust Estate or any part thereof or any Lien, rights, powers or remedies of Beneficiary hereunder, but such Lien, rights, powers and remedies shall continue unimpaired as before.

4.13 Delay or Omission ; No Waiver . No delay or omission of Beneficiary to exercise any right, power or remedy upon any Event of Default shall exhaust or impair any such right, power or remedy or shall be construed to waive any such Event of Default or to constitute acquiescence therein. Every right, power and remedy given to Beneficiary whether contained herein or in the Construction Loan Agreement or otherwise available to Beneficiary may be exercised from time to time and as often as may be deemed expedient by Beneficiary.

4.14 No Waiver of One Default to Affect Another . No waiver of any Event of Default hereunder shall extend to or affect any subsequent or any other Event of Default then existing, or impair any rights, powers or remedies consequent thereon. If Beneficiary (a) grants forbearance or an extension of time for the payment of any sums secured hereby; (b) takes other or additional security for the payment thereof; (c) waives or does not exercise any right granted in the Notes, the Construction Loan Agreement, this Deed of Trust or any other Loan Document; (d) releases any part of the Trust Estate from the Lien or security interest of this Deed of Trust or any other instrument securing the Notes; (e) consents to the filing of any map, plat or replat of the Phase II Mall or the Site (to the extent such consent is required); (f) consents to the granting of any easement on the Site, the Phase II Mall or the Phase II Mall Improvements (to the extent such consent is required); or (g) makes or consents to any agreement changing the terms of this Deed of Trust or any other Loan Document for the benefit of Beneficiary subordinating the Lien or any charge hereof, no such act or omission shall release, discharge, modify, change or affect the original liability under the Notes, this Deed of Trust or any other Loan Document for the benefit of Beneficiary or otherwise of Trustor, or any subsequent purchaser of the Trust Estate or any part thereof or any maker, co-signer, surety or guarantor. No such act or omission shall preclude Beneficiary from exercising any right, power or privilege herein granted or intended to be granted in case of any Event of Default then existing or of any subsequent Event of Default, nor, except as otherwise expressly provided in an instrument or instruments executed by Beneficiary, shall the Lien or security interest of this Deed of Trust be altered thereby, except to the extent expressly provided in any releases, maps, easements or subordinations described in clause (d) , (e) , (f) or (g) above of this Section 4.14 . In the event of the sale or transfer by operation of law or otherwise of all or any part of the Trust Estate, Beneficiary, without notice to any Person is hereby authorized and empowered to deal with any such vendee or transferee with reference to the Trust Estate or the Obligations secured hereby, or with reference to any of the terms or conditions hereof, as fully and to the same extent as it might deal with the original parties hereto and without in any way releasing or discharging any of the liabilities or undertakings hereunder, or waiving its right to declare such sale or transfer an Event of Default as provided herein. Notwithstanding anything to the contrary contained in this Deed of Trust or the other Loan Documents, (i) in the case of any non-monetary Event of Default, Beneficiary may continue to accept payments due hereunder without thereby waiving the existence of such or any other Event of Default and (ii) in the case of any monetary Event of Default, Beneficiary may accept partial payments of any sums due hereunder without thereby waiving the existence of such Event of Default if the partial payment is not sufficient to completely cure such Event of Default.

4.15 Discontinuance of Proceedings ; Position of Parties Restored . If Beneficiary shall have proceeded to enforce any right or remedy under this Deed of Trust by foreclosure, entry of judgment or otherwise and such proceedings shall have been discontinued or abandoned for any reason, or such proceedings shall have resulted in a final determination adverse to Beneficiary, then and in every such case Trustor and Beneficiary shall be restored to their former positions and rights hereunder, and all rights, powers and remedies of Beneficiary shall continue as if no such proceedings had occurred or had been taken.

4.16 Remedies Cumulative . No right, power or remedy, including without limitation remedies with respect to any security for the Notes, conferred upon or reserved to Beneficiary by this Deed of Trust or any other Loan Document is exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be

in addition to any other right, power and remedy given hereunder or under any Loan Document, now or hereafter existing at law, in equity or by statute, and Beneficiary shall be entitled to resort to such rights, powers, remedies or security as Beneficiary shall in its sole and absolute discretion deem advisable.

4.17 Interest After Event of Default . If an Event of Default shall have occurred and is continuing, outstanding and unpaid Obligations under the Loan Documents shall, at Beneficiary’s option, bear interest at the Default Rate until such Event of Default has been cured. Trustor’s obligation to pay such interest shall be secured by this Deed of Trust and the other Collateral Documents.

4.18 Foreclosure ; Expenses of Litigation . If Trustee forecloses, reasonable attorneys’ fees for services in the supervision of said foreclosure proceeding shall be allowed to the Trustee and Beneficiary as part of the foreclosure costs. In the event of foreclosure of the Lien hereof, there shall be allowed and included as additional Obligations all reasonable expenditures and expenses which may be paid or incurred by or on behalf of Beneficiary for attorneys’ fees, appraiser’s fees, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after foreclosure sale or entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies and guarantees, and similar data and assurances with respect to title as Beneficiary may deem reasonably advisable either to prosecute such suit or to evidence to a bidder at any sale which may be had pursuant to such decree the true condition of the title to or the value of the Trust Estate or any portion thereof. All expenditures and expenses of the nature in this Section 4.18 mentioned, and such expenses and fees as may be incurred if the protection of the Trust Estate and the maintenance of the Lien and security interest of this Deed of Trust, including the fees of any attorney employed by Beneficiary in any litigation or proceeding affecting this Deed of Trust or any Loan Document, the Trust Estate or any portion thereof, including, without limitation, civil, probate, appellate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Trustor, with interest thereon at the Default Rate, and shall be secured by this Deed of Trust and the other Collateral Documents. Trustee waives its right to any statutory fee in connection with any judicial or nonjudicial foreclosure of the Lien hereof and agrees to accept a reasonable fee for such services.

4.19 Deficiency Judgments . If after foreclosure of this Deed of Trust or Trustee’s sale hereunder, there shall remain any deficiency with respect to any amounts payable under the Notes or hereunder or any amounts secured hereby, and Beneficiary shall institute any proceedings to recover such deficiency or deficiencies, all such amounts shall continue to bear interest at the Default Rate. Trustor waives any defense to Beneficiary’s recovery against Trustor of any deficiency after any foreclosure sale of the Trust Estate. Trustor expressly waives any defense or benefits that may be derived from any statute granting Trustor any defense to any such recovery by Beneficiary. In addition, Beneficiary and Trustee shall be entitled to recovery of all of their reasonable costs and expenditures (including without limitation any court imposed costs) in connection with such proceedings, including their reasonable attorneys’ fees, appraisal fees and the other costs, fees and expenditures referred to in Section 4.18 above. This provision shall survive any foreclosure or sale of the Trust Estate, any portion thereof and/or the extinguishment of the Lien hereof.

4.20 Waiver of July Trial . Beneficiary and Trustor each waive any right to have a jury participate in resolving any dispute whether sounding in contract, tort or otherwise arising out of, connected with, related to or incidental to the relationship established between them in connection with the Notes, this Deed of Trust or any other Loan Document. Any such disputes shall be resolved in a bench trial without a jury.

4.21 Exculpation of Beneficiary . The acceptance by Beneficiary of the assignment contained herein with all of the rights, powers, privileges and authority created hereby shall not, prior to entry upon and taking possession of the Trust Estate by Beneficiary, be deemed or construed to make Beneficiary a “mortgagee in possession”; nor thereafter or at any time or in any event obligate Beneficiary to appear in or defend any action or proceeding relating to the Subject Leases, the Space Leases, the Rents, the Phase II Mall Sale Agreement, the Phase II Mall Sale Agreement Proceeds or the Trust Estate, or to take any action hereunder or to expend any money or incur any expenses or perform or discharge any obligation, duty or liability under any Space Lease or to assume any obligation or responsibility for any security deposits or other deposits except to the extent such deposits are actually received by Beneficiary, nor shall Beneficiary, prior to such entry and taking, be liable in any way for any injury or damage to person or property sustained by any Person in or about the Trust Estate.

ARTICLE FIVE

RIGHTS AND RESPONSIBILITIES OF TRUSTEE;
OTHER PROVISIONS RELATING TO TRUSTEE

Notwithstanding anything to the contrary in this Deed of Trust, Trustor and Beneficiary agree as follows.

5.1 Exercise of Remedies by Trustee . To the extent that this Deed of Trust or applicable law, including all applicable Nevada Gaming Laws, authorizes or empowers, or does not require approval for, Beneficiary to exercise any remedies set forth in Article 4 hereof or otherwise, or perform any acts in connection therewith, Trustee (but not to the exclusion of Beneficiary unless so required under the law of the State) shall have the power to exercise any or all such remedies, and to perform any acts provided for in this Deed of Trust in connection therewith, all for the benefit of Beneficiary and on Beneficiary’s behalf in accordance with applicable law of the State. In connection therewith, Trustee: (a) shall not exercise, or waive the exercise of, any Beneficiary’s remedies (other than any rights of Trustee to any indemnity or reimbursement), except at Beneficiary’s request, and (b) shall exercise, or waive the exercise of, any or all of Beneficiary’s remedies at Beneficiary’s request, and in accordance with Beneficiary’s directions as to the manner of such exercise or waiver. Trustee may, however, decline to follow Beneficiary’s request or direction if Trustee shall be advised by counsel that the action or proceeding, or manner thereof, so directed may not lawfully be taken or waived.

any matter, Trustee shall be entitled to the same negation or limitation of liability. To the extent that Trustor, pursuant to this Deed of Trust, appoints Beneficiary as Trustor’s attorney in fact for any purpose, Beneficiary or (when so instructed by Beneficiary) Trustee shall be entitled to act on Trustor’s behalf without joinder or confirmation by the other.

5.3 Resignation or Replacement of Trustee . Trustee may resign by an instrument in writing addressed to Beneficiary, and Trustee may be removed at any time with or without cause ( i.e. , in Beneficiary’s sole and absolute discretion) by an instrument in writing executed by Beneficiary. In case of the death, resignation, removal or disqualification of Trustee or if for any reason Beneficiary shall deem it desirable to appoint a substitute, successor or replacement Trustee to act instead of Trustee originally named (or in place of any substitute, successor or replacement Trustee), then Beneficiary shall have the right and is hereby authorized and empowered to appoint a successor, substitute or replacement Trustee, without any formality other than appointment and designation in writing executed by Beneficiary, which instrument shall be recorded if required by the law of the State. The laws of the State (including, without limitation, the Nevada Gaming Laws) shall govern the qualification of any Trustee. The authority conferred upon Trustee by this Deed of Trust shall automatically extend to any and all other successor, substitute and replacement Trustee(s) successively until the obligations secured hereunder have been paid in full or the Trust Estate has been sold hereunder or released in accordance with the provisions of the Loan Documents to which the Beneficiary is a party or which grants a security for the benefit of the Beneficiary. Beneficiary’s written appointment and designation of any Trustee shall be full evidence of Beneficiary’s right and authority to make the same and of all facts therein recited. No confirmation, authorization, approval or other action by Trustor shall be required in connection with any resignation or other replacement of Trustee.

5.4 Authority of Beneficiary . If Beneficiary is a banking corporation, state banking corporation or a national banking association and the instrument of appointment of any successor or replacement Trustee is executed on Beneficiary’s behalf by an officer of such corporation, state banking corporation or national banking association, then such appointment shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the board of directors or any superior officer of Beneficiary.

5.5 Effect of Appointment of Successor Trustee . Upon the appointment and designation of any successor, substitute or replacement Trustee, and subject to compliance with applicable Nevada Gaming Laws and other applicable Legal Requirements, Trustee’s entire estate and title in the Trust Estate shall vest in the designated successor, substitute or replacement Trustee. Such successor, substitute or replacement Trustee shall thereupon succeed to and shall hold, possess and execute all the rights, powers, privileges, immunities and duties herein conferred upon Trustee. All references herein to Trustee shall be deemed to refer to Trustee (including any successor or substitute appointed and designated as herein provided) from time to time acting hereunder.

5.6 Confirmation of Transfer and Succession . Upon the written request of Beneficiary or of any successor, substitute or replacement Trustee, any former Trustee ceasing to act shall execute and deliver an instrument transferring to such successor, substitute or replacement Trustee all of the right, title, estate and interest in the Trust Estate of Trustee so ceasing to act, together with all the rights, powers, privileges, immunities and duties herein conferred upon

Trustee, and shall duly assign, transfer and deliver all properties and moneys held by said Trustee hereunder to said successor, substitute or replacement Trustee.

5.7 Exculpation . Trustee shall not be liable for any error of judgment or act done by Trustee in good faith, or otherwise be responsible or accountable under any circumstances whatsoever, except for Trustee’s gross negligence, willful misconduct or knowing violation of any Legal Requirement. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by it hereunder, believed by it in good faith to be genuine. All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law). Trustee shall be under no liability for interest on any moneys received by it hereunder.

5.8 Endorsement and Execution of Documents . Upon Beneficiary’s written request, Trustee shall, without liability or notice to Trustor, execute, consent to, or join in any instrument or agreement in connection with or necessary to effectuate the purposes of the Loan Documents to which the Beneficiary is a party or which grants a security interest for the benefit of the Beneficiary. Trustor hereby irrevocably designates Trustee as its attorney in fact to execute, acknowledge and deliver, on Trustor’s behalf and in Trustor’s name, all instruments or agreements necessary to implement any provision(s) of this Deed of Trust or to further perfect the Lien created by this Deed of Trust on the Trust Estate. This power of attorney shall be deemed to be coupled with an interest and shall survive any disability of Trustor.

5.9 Multiple Trustees . If Beneficiary appoints multiple trustees, then any Trustee, individually, may exercise all powers granted to Trustee under this instrument, without the need for action by any other Trustee(s).

5.10 Terms of Trustee’s Acceptance . Trustee accepts the trust created by this Deed of Trust upon the following terms and conditions:

(a) Delegation . Trustee may exercise any of its powers through appointment of attorney(s) in fact or agents.

(b) Counsel . Trustee may select and employ legal counsel (including any law firm representing Beneficiary). Trustor shall reimburse all reasonable legal fees and expenses that Trustee may thereby incur.

(c) Security . Trustee shall be under no obligation to take any action upon any Event of Default unless furnished security or indemnity, in form satisfactory to Trustee, against costs, expenses, and liabilities that Trustee may incur.

(d) Costs and Expenses . Trustor shall reimburse Trustee, as part of the Obligations secured hereunder, for all reasonable disbursements and expenses (including reasonable legal fees and expenses and any expenses incurred by Trustee in complying with the Nevada Gaming Laws and Gaming Licenses) incurred by reason of and as provided for in this Deed of Trust, including any of the foregoing incurred in Trustee’s administering and executing the trust created by this Deed of Trust and performing Trustee’s duties and exercising Trustee’s powers under this Deed of Trust.

(e) Release . Upon satisfaction of the conditions for reconveyance contained in Section 6.10 hereof, Beneficiary shall request that Trustee release this Deed of Trust and Trustee shall release this Deed of Trust and reconvey to the Trust Estate in accordance with Section 6.10 hereof, provided , however , that Trustor shall pay all costs of recordation, if any, and all of Trustee’s and Beneficiary’s costs and expenses in connection with such release, including, but not limited to, reasonable attorneys’ fees.

ARTICLE SIX

MISCELLANEOUS PROVISIONS

6.1 Successors and Assigns Included in Parties . Whenever one of the parties hereto is named or referred to herein, successors and assigns of such party shall be included, and subject to the limitations set forth herein and in the Construction Loan Agreement, all covenants and agreements contained in this Deed of Trust, by or on behalf of Trustor or Beneficiary shall bind and inure to the benefit of its successors and assigns, whether so expressed or not.

6.2 Addresses for Notices , Etc. Any notice, report, demand or other instrument authorized or required to be given or furnished under this Deed of Trust to Trustor, Beneficiary or Trustee shall be deemed given or furnished (i) when addressed to the party intended to receive the same, at the address of such party set forth below, and delivered by hand at such address or (ii) three (3) days after the same is deposited in the United States mail as first class certified mail, return receipt requested, postage paid, whether or not the same is actually received by such party:

Beneficiary:	The Bank of Nova Scotia 580 California Street, 21 ^st Floor San Francisco, California 94104 Attention: Mr. Alan Pendergast Telefax: (415) 397-0791

With a copy to:	The Bank of Nova Scotia Loan Administration 600 Peachtree Street, N.E. Atlanta, Georgia 30308 Attention: Hilda Gabbidon or Vicki Gibson Telefax: (404) 888-8998

With a copy to:	Mayer, Brown, Rowe & Maw LLP 1675 Broadway New York, New York 10019 Attention: Douglas L. Wisner, Esq.

Trustor:	Phase II Mall Holding Subsidiary, LLC 3355 Las Vegas Boulevard South Room 1A Las Vegas, Nevada 89109 Attention: General Counsel Telefax: (702) 733-5499

	Phase II Mall Holding, LLC 3355 Las Vegas Boulevard South Room 1A Las Vegas, Nevada 89109 Attention: General Counsel Telefax: (702) 733-5499

With a copy to:	Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 Attention: Harris B. Freidus, Esq.

Trustee:	First American Title Insurance Company 180 Cassia Way, Suite 502 Henderson, Nevada 89104

6.3 Change of Notice Address . Any Person may change the address to which any such notice, report, demand or other instrument is to be delivered or mailed to that person, by furnishing written notice of such change to the other parties, but no such notice of change shall be effective unless and until received by such other parties.

6.4 Headings . The headings of the articles, sections, paragraphs and subdivisions of this Deed of Trust are for convenience of reference only, are not to be considered a part hereof, and shall not limit or expand or otherwise affect any of the terms hereof.

6.5 Invalid Provisions to Affect No Others . In the event that any of the covenants, agreements, terms or provisions contained herein or in the Notes, the Construction Loan Agreement or any other Loan Document shall be invalid, illegal or unenforceable in any respect, the validity of the Lien hereof and the remaining covenants, agreements, terms or provisions contained herein or in the Notes, the Construction Loan Agreement or any other Loan Document shall be in no way affected, prejudiced or disturbed thereby. To the extent permitted by law, Trustor waives any provision of law which renders any provision hereof prohibited or unenforceable in any respect.

6.6 Changes and Priority Over Intervening Liens . Neither this Deed of Trust nor any term hereof may be changed, waived, discharged or terminated orally, or by any action or inaction, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any agreement hereafter made by

Trustor and Beneficiary relating to this Deed of Trust shall be superior to the rights of the holder of any intervening Lien or encumbrance.

6.7 Estoppel Certificates . Within ten (10) Business Days after Beneficiary’s written request, Trustor shall from time to time execute a certificate, in recordable form (an “ Estoppel Certificate ”), stating, except to the extent it would be inaccurate to so state: (a) the current amount of the Obligations secured hereunder and all elements thereof, including principal, interest, and all other elements; (b) that Trustor has no defense, offset, claim, counterclaim, right of recoupment, deduction, or reduction against any of the Obligations secured hereunder; (c) that none of the Loan Documents to which the Beneficiary is a party or which grants a security interest for the benefit of the Beneficiary have been amended, whether orally or in writing; (d) that Trustor has no claims against Beneficiary of any kind; (e) that any Power of Attorney granted to Beneficiary is in full force and effect; and (f) such other matters relating to this Deed of Trust, any Loan Document to which the Beneficiary is a party or which grants a security interest for the benefit of the Beneficiary and the relationship of Trustor and Beneficiary as Beneficiary shall request. In addition, the Estoppel Certificate shall set forth the reasons why it would be inaccurate to make any of the foregoing assurances (“a” through “f”).

6.8 Waiver of Setoff and Counterclaim . All amounts due under this Deed of Trust, the Notes or any other Loan Document to which the Beneficiary is a party or which grants a security interest for the benefit of the Beneficiary shall be payable without setoff, counterclaim or any deduction whatsoever. Trustor hereby waives the right to assert a counterclaim (other than a compulsory counterclaim) in any action or proceeding brought against it by Beneficiary and/or any Lender under the Construction Loan Agreement, or arising out of or in any way connected with this Deed of Trust, or the other Loan Documents, to which the Beneficiary is a party or which grants a security interest for the benefit of the Beneficiary or the Obligations.

6.9 Governing Law . The Construction Loan Agreement and the Notes provide that they are governed by, and construed and enforced in accordance with, the laws of the State of New York. This Deed of Trust shall also be construed under and governed by the laws of the State of New York without giving effect to the conflicts of law rules and principles of New York; provided , however , that (i) the terms and provisions of this Deed of Trust pertaining to the priority, perfection, enforcement or realization by Beneficiary of its respective rights and remedies under this Deed of Trust with respect to the Trust Estate shall be governed and construed and enforced in accordance with the internal laws of the State without giving effect to the conflicts-of-law rules and principles of the State; (ii) Trustor agrees that to the extent deficiency judgments are available under the laws of the State after a foreclosure (judicial or nonjudicial) of the Trust Estate, or any portion thereof, or any other realization thereon by Beneficiary or any Lender under the Construction Loan Agreement, Beneficiary or such Lender, as the case may be, shall have the right to seek such a deficiency judgment against Trustor in the State; and (iii) Trustor agrees that if Beneficiary or any Lender under the Construction Loan Agreement obtains a deficiency judgment in another state against Trustor, then Beneficiary or such Lender, as the case may be, shall have the right to enforce such judgment in the State to the extent permitted under the laws of the State, as well as in other states. Nothing contained in this Section 6.9 shall be deemed to expand the limitations set forth in Section 9.16 of the Construction Loan Agreement.

6.10 Reconveyance . In the event that (i) the Obligations are indefeasibly repaid in full, (ii) any part of the Trust Estate is sold, transferred or otherwise disposed of by Trustor in accordance with the Construction Loan Agreement or (ii) any part of the Trust Estate is otherwise released in accordance with the Construction Loan Agreement or with the consent of the Requisite Lenders, the Trust Estate (in the case of clause (i) of this Section 6.10 ) or portion thereof (in the case of clauses (ii) or (iii) of this Section 6.10 ) will be sold, transferred or otherwise disposed of, and released free and clear of the Liens created by this Deed of Trust and the Beneficiary, at the request and expense of the Trustor, will duly and promptly assign, transfer, deliver and release to the Trustor or its designee (without recourse and without any representation or warranty) such of the Trust Estate as is then being (or has been) so sold, transferred or otherwise disposed of or released. In connection with any disposition or release pursuant to this Section 6.10 , Beneficiary shall, at Trustor’s expense, cause Trustee to reconvey, without warranty the Trust Estate or portion thereof being disposed or released, as the case may be, and to execute and deliver to Trustor such documents (including UCC-3 termination statements) as Trustor may reasonably request. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as “the person or persons legally entitled thereto.”

6.11 Attorneys’ Fees . Without limiting any other provision contained herein, Trustor agrees to pay all costs of Beneficiary or Trustee incurred in connection with the enforcement of this Deed of Trust of the Notes, including without limitation all reasonable attorneys’ fees whether or not suit is commenced, and including, without limitation, fees incurred in connection with any probate, appellate, bankruptcy, deficiency or any other litigation proceedings, all of which sums shall be secured hereby.

6.12 Late Charges . By accepting payment of any sum secured hereby after its due date, Beneficiary does not waive its right to collect any late charge thereon or interest thereon at the interest rate on the Notes, if so provided, not then paid or its right either to require prompt payment when due of all other sums so secured or to declare default for failure to pay any amounts not so paid.

6.13 Cost of Accounting . Trustor shall pay to Beneficiary, for and on account of the preparation and rendition of any accounting, which Trustor may be entitled to require under any law or statute now or hereafter providing therefor, the reasonable costs thereof.

6.14 Right of Entry . Subject to compliance with applicable Nevada Gaming Laws and the terms of the Space Leases, Beneficiary may at any reasonable time or times and on reasonable prior written notice to Trustor make or cause to be made entry upon and inspections of the Trust Estate or any part thereof in person or by agent.

6.15 Corrections . Trustor shall, upon request of Beneficiary or Trustee, promptly correct any defect, error or omission which may be discovered in the contents of this Deed of Trust (including, but not limited to, in the exhibits and schedules attached hereto) or in the execution or acknowledgement hereof, and shall execute, acknowledge and deliver such further instruments and do such further acts as may be necessary or as may be reasonably requested by Trustee to carry out more effectively the purposes of this Deed of Trust, to subject to the Lien and security

interest hereby created any of Trustor’s properties, rights or interest covered or intended to be covered hereby, and to perfect and maintain such Lien and security interest.

6.16 Statute of Limitations . To the fullest extent allowed by the law, the right to plead, use or assert any statute of limitations as a plea or defense or bar of any kind, or for any purpose, to any debt, demand or obligation secured or to be secured hereby, or to any complaint or other pleading or proceeding filed, instituted or maintained for the purpose of enforcing this Deed of Trust or any rights hereunder, is hereby waived by Trustor.

6.17 Subrogation . Should the proceeds of any Loan or advance made by Beneficiary to Trustor, repayment of which is hereby secured, or any part thereof, or any amount paid out or advanced by Beneficiary, be used directly or indirectly to pay off, discharge, or satisfy, in whole or in part, any prior or superior Lien or encumbrance upon the Trust Estate, or any part thereof, then, as additional security hereunder, Trustee, on behalf of Beneficiary, shall be subrogated to any and all rights, superior titles, Liens, and equities owned or claimed by any owner or holder of said outstanding Liens, charges, and indebtedness, however remote, regardless of whether said Liens, charges, and indebtedness are acquired by assignment or have been released of record by the holder thereof upon payment.

6.18 Joint and Several Liability . All obligations of Trustor hereunder, if more than one, are joint and several. Recourse for deficiency after sale hereunder may be had against the property of Trustor, without, however, creating a present or other Lien or charge thereon.

6.19 Homestead . Trustor hereby waives and renounces all homestead and exemption rights provided by the constitution and the laws of the United States and of any state, in and to the Trust Estate as against the collection of the Obligations, or any part hereof.

6.20 Context . In this Deed of Trust, whenever the context so requires, the neuter includes the masculine and feminine, and the singular including the plural, and vice versa.

6.21 Time . Time is of the essence of each and every term, covenant and condition hereof. Unless otherwise specified herein, any reference to “days” in this Deed of Trust shall be deemed to mean “calendar days.”

6.22 Interpretation . As used in this Deed of Trust unless the context clearly requires otherwise: The terms “herein” or “hereunder” and similar terms without reference to a particular section shall refer to the entire Deed of Trust and not just to the section in which such terms appear.

6.23 Effect of NRS § 107.030 . To the extent not inconsistent with the other provisions of this Deed of Trust, the following covenants are hereby adopted and made a part of this Deed of Trust: Nos. 1; 2 (pursuant to Section 1.8 above); 3; 4 (at the Default Rate); 5; 6; 7 (in a reasonable percentage); 8 and 9 of NRS 107.030.

6.24 Amendments . This Deed of Trust cannot be waived, changed, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of any waiver, change, discharge or termination is sought and only as permitted by the provisions of the Construction Loan Agreement.

6.25 No Conflicts . In the event that any of the provisions contained herein conflict with the Security Agreement, then the provisions contained in the Security Agreement shall prevail.

ARTICLE SEVEN

POWER OF ATTORNEY

7.1 Grant of Power . Subject to compliance with applicable Nevada Gaming Laws, Trustor irrevocably appoints Beneficiary and any successor thereto as its attorney-in-fact, with full power and authority, including the power of substitution, exercisable only during the continuance of an Event of Default to act for Trustor in its name, place and stead as hereinafter provided:

7.1.1 Possession and Completion . To take possession of the Phase II Mall and the Phase II Mall Improvements, remove all employees, contractors and agents of Trustor therefrom, complete or attempt to complete the work of construction, and market, sell or lease the Phase II Mall and the Phase II Mall Improvements.

7.1.2 Plans . To make such additions, changes and corrections in the current Plans and Specifications as may be necessary or desirable, in Beneficiary’s reasonable discretion, or as it deems proper to complete the Phase II Mall and the Phase II Mall Improvements.

7.1.3 Employment of Others . To employ such contractors, subcontractors, suppliers, architects, inspectors, consultants, property managers and other agents as Beneficiary, in its discretion, deems proper for the completion of the Phase II Mall and the Phase II Mall Improvements, for the protection or clearance of title to the Phase II Mall or the Phase II Mall Improvements, or for the protection of Beneficiary’s interests with respect thereto.

7.1.4 Security Guards . To employ watchmen to protect the Phase II Mall and the Phase II Mall Improvements from injury.

7.1.5 Compromise Claims . To pay, settle or compromise all bills and claims then existing or thereafter arising against Trustor, which Beneficiary, in its discretion, deems proper for the protection or clearance of title to the Phase II Mall and the Phase II Mall Improvements or Personal Property, or for the protection of Beneficiary’s interests with respect thereto.

7.1.6 Phase II Mall Sale Agreement; Phase II Mall SA Assignment Agreement. To perform or cause the performance of all obligations of Trustor thereunder, to prosecute and defend all actions and proceedings in connection therewith and to do all other acts with respect thereto that Trustor might do on its or their own behalf, as Beneficiary, in its reasonable discretion, deems proper for the protection of Beneficiary’s interests with respect thereto.

7.1.7 Legal Proceedings . To prosecute and defend all actions and proceedings in connection with the Phase II Mall or the Phase II Mall Improvements.

7.1.8 Other Acts . To execute, acknowledge and deliver all other instruments and documents in the name of Trustor that are necessary or desirable, to exercise Trustor’s rights under all contracts concerning the Phase II Mall or the Phase II Mall Improvements, including,

without limitation, under any Space Leases, and to do all other acts with respect to the Phase II Mall or the Phase II Mall Improvements that Trustor might do on its own behalf, as Beneficiary, in its reasonable discretion, deems proper.

[ Signature pages to follow ]

IN WITNESS WHEREOF, Trustor has executed this Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing to be effective as of the day and year first above written.

PHASE II MALL SUBSIDIARY, LLC

By:	Phase II Mall Holding, LLC, its sole member

	By:	Lido Casino Resort Holding Company,
		LLC, its Manager

		By:	Lido Intermediate Holding Company,
			LLC, its managing member

			By:	Venetian Casino Resort, LLC, its
				sole member

				By:	Las Vegas Sands, Inc., its
					managing member


					By:	/s/ Harry Miltenberger
						Name:	Harry Miltenberger
						Title:	VP Finance, Secretary & Chief Accounting Officer

PHASE II MALL HOLDING, LLC

By:	Lido Casino Resort Holding Company, LLC,
	its Manager

		By:	Lido Intermediate Holding Company,
			LLC, its managing member

			By:	Venetian Casino Resort, LLC, its
				sole member

				By:	Las Vegas Sands, Inc., its
					managing member


					By:	/s/ Harry Miltenberger
						Name:	Harry Miltenberger
						Title:	VP Finance, Secretary & Chief Accounting Officer

S-1

State of	)
County of	) ss.:

On the 29th day of September in the year 2004 before me, the undersigned, personally appeared Harry Miltenberger, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

	/s/ Bonnie Bruce
	(Signature and office of individual taking
	acknowledgment)

Notarial Seal

State of	)
County of	) ss.:

On the day of in the year 2004 before me, the undersigned, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.


	(Signature and office of individual taking
	acknowledgment)

Notarial Seal

N-1

Exhibit 10.55

SECURITY AGREEMENT

This SECURITY AGREEMENT (this “ Agreement ”), dated as of September 30, 2004, is entered into by and between PHASE II MALL HOLDING, LLC , a Nevada limited liability company (“ Phase II Mall Subsidiary Holding ”), PHASE II MALL SUBSIDIARY, LLC , a Delaware limited liability company (“ Phase II Mall Subsidiary ”), and each Subsidiary (as defined below) from time to time a party to this Agreement (individually each a “ Debtor ” and collectively, the “ Debtors ”), and THE BANK OF NOVA SCOTIA , a Canadian chartered bank (“ Scotiabank ”), in its capacity as Administrative Agent under the Construction Loan Agreement (as defined below) (in such capacity, “ Administrative Agent ”) for and on behalf of each Secured Party (as defined below).

RECITALS

WHEREAS , LCR (such capitalized term and other capitalized terms used herein have the meanings given in Section 1.1 of this Agreement), an indirect, wholly-owned subsidiary of LVSI and Venetian, owns the Site and intends to design, develop, and construct the Phase II Project and, after the Substantial Completion Date, operate the Phase II Hotel/Casino;

WHEREAS , Phase II Mall Subsidiary Holding is an indirect wholly-owned Subsidiary of LVSI and Venetian and owns 100% of the Securities of Phase II Mall Subsidiary;

WHEREAS , Phase II Mall Subsidiary owns or will own the Phase II Mall Air Parcel and leases or will lease the portion of the Phase II Mall Space covered by the Phase II Mall Lease, the Walgreens Lease and the Master Lease;

WHEREAS , it is contemplated that, after the Phase II Mall Substantial Completion Date, Phase II Mall Subsidiary will operate the Phase II Mall;

WHEREAS, concurrently herewith, Phase II Mall Subsidiary Holding, Phase II Mall Subsidiary, Scotiabank, as administrative agent, sole lead arranger and sole bookrunner, Sumitomo Mitsui Banking Corporation, as syndication agent, and the financial institutions from time to time party thereto (the “ Lenders ”) have entered into the Construction Loan Agreement, dated as of the date hereof (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “ Construction Loan Agreement ”) pursuant to which the Lenders have agreed, subject to the terms thereof and hereof, to make Credit Extensions to Phase II Mall Subsidiary Holding and Phase II Mall Subsidiary; and

WHEREAS , it is a condition precedent to entering into the Construction Loan Agreement and consummating the transactions contemplated therein (including the extension of credit thereunder) that Debtors enter into this Agreement.

AGREEMENT

In consideration of the promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Debtors hereby agree as follows:

1. Definitions .

1.1 Certain Defined Terms .

The following terms used in this Agreement shall have the following meanings:

“ Administrative Agent ” is defined in the preamble .

“ Agreement ” means this Security Agreement as it may be amended, supplemented, amended and restated or otherwise modified from time to time.

“ Assigned Agreements ” means all of the agreements and documents, as amended, supplemented or otherwise modified from time to time described in clauses (A) through (H) of Section 2.1 .

“ Collateral ” is defined in Section 2.1 .

“ Construction Loan Agreement ” is defined in the fifth recital .

“ Copyrights ” is defined in clause (V) of Section 2.1 .

“ Debtor ” is defined in the preamble .

“ Excluded Collateral ” is defined in Section 2.1 .

“ LCR ” shall mean Lido Casino Resort, LLC, a Nevada limited liability company.

“ Lenders ” is defined in the fifth recital .

“ Marks ” is defined in clause (U) of Section 2.1 .

“ Patents ” is defined in clause (V) of Section 2.1 .

“ Permitted Liens ” shall have the meaning assigned to such term in the Construction Loan Agreement.

“Phase II Hotel/Casino Retail Stores ” means certain retail stores and restaurant space that are to be leased by LCR to Phase II Mall Subsidiary pursuant to the Master Lease.

Parcel, a portion of which shall be leased by Phase II Mall Subsidiary pursuant to the Walgreens Lease and a portion of which shall be leased by PhaseII Mall Subsidiary pursuant to the Master Lease) and the Phase II Mall Improvements located therein, in each case to be integrated with the Phase II Hotel/Casino and the Existing Facility.

“ Phase II Mall Air Space ” shall have the meaning assigned to such term in the Deed of Trust.

“ Phase II Mall Cash Management Account ” shall have the meaning assigned to such term in the Disbursement Agreement.

“ Phase II Mall Equity Account ” shall have the meaning assigned to such term in the Disbursement Agreement.

“ Phase II Mall Improvements ” shall have the meaning assigned to such term in the Deed of Trust.

“ Phase II Mall Lease ” means that certain Indenture of Lease, dated as of the date hereof by and between LCR and Phase II Mall Subsidiary covering the Phase II Mall Air Space, as the same may be amended, supplemented, amended and restated, or otherwise modified in accordance with the terms hereof.

“ Phase II Mall Loan Proceeds Account ” shall have the meaning assigned to such term in the Disbursement Agreement.

“ Phase II Mall Sale Agreement Proceeds ” has the meaning set forth in Granting Clause G of the Deed of Trust.

accordance with the Disbursement Agreement to become the Phase II Mall Air Parcel), the Phase II Mall Air Parcel and the Walgreens Air Space.

“ Phase II Mall Subsidiary ” is defined in the preamble .

“ Phase II Mall Subsidiary Holding ” is defined in the preamble .

“ Phase II Mall Substantial Completion Date ” shall have the meaning assigned to such term in the Disbursement Agreement.

“ Potential Event of Default ” shall have the meaning assigned to such term in the Construction Loan Agreement.

“ Project Costs ” is defined in the Disbursement Agreement.

“ Receivables ” shall mean all of the Debtor’s accounts and accounts receivable, including, without limitation, all rights to payment for goods sold or leased or secured or for services rendered which are not evidenced by an instrument or chattel paper, all other present or future rights for money due or to become due, all of the accounts, chattel paper, instruments, promissory notes, contract rights, documents, other obligations and general intangibles for money due or to become due of any kind, in each case whether now existing or hereafter arising and wherever arising and whether or not earned by performance.

“ Scotiabank ” is defined in the preamble .

“ Secured Obligations ” is defined in Section 3.1 .

“ Supplemental Mall Cash Account ” shall have the meaning assigned to such term in the Disbursement Agreement.

“ UCC ” shall mean the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York; provided , however , in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the security interest in any of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

“ Walgreens Air Space ” shall have the meaning assigned to such term in the Deed of Trust.

“ Walgreens Lease ” means that certain commercial lease dated as of February 2004 between LCR, as tenant, and CAP II – Buccaneer, LLC, a New Mexico limited liability company, as landlord, assigned in accordance with the terms of the Construction Loan Agreement by LCR to Phase II Mall Subsidiary.

1.2 Construction Loan Agreement Terms . Unless otherwise defined herein, all capitalized terms used herein which are defined in the Construction Loan Agreement shall have their respective meanings as used in the Construction Loan Agreement. The rules of interpretation contained in the Construction Loan Agreement shall apply to this Agreement.

1.3 UCC Terms . Unless otherwise defined herein or in the Construction Loan Agreement or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Agreement (whether or not capitalized herein), including its preamble and recitals, with such meanings.

2. Assignment, Pledge and Grant of Security Interests .

2.1 Grant in Favor of Secured Parties . To secure the timely payment and performance of the Secured Obligations, subject to compliance with applicable Nevada Gaming Laws, each Debtor does hereby grant and pledge to the Administrative Agent, on behalf and for the benefit of the Secured Parties, a First Priority security interest in all the estate, right, title and interest of such Debtor, whether now owned or hereafter acquired or arising and wheresoever located, whether or not of a type which may be subject to a security interest under the UCC, in, to and under the following “ Collateral ”):

(A) Construction Management Agreement (if, as or when any Debtor shall become party thereto);

(B) HVAC Services Agreements (if, as or when any Debtor shall become party thereto);

(D) Cooperation Agreement (if, as and when applicable to the Phase II Project);

(E) Site Easements;

(F) to the extent assignable, all Contracts;

(G) to the extent assignable, all other contracts, documents and agreements entered into on, prior to or after the date hereof, as the same may be amended from time to time in accordance with the terms and conditions of the Construction Loan Agreement and to the extent assignable any other agreements to which such Debtor is or becomes a party;

(H) Phase II Mall Sale Agreement and Phase II Mall SA Assignment Agreement;

(I) to the extent assignable, the insurance policies now or hereafter maintained or required to be maintained by such Debtor under the Cooperation Agreement (if, as and when applicable to the Phase II Project), the COREA, Construction Loan Agreement or any other Project Document, including any such

policies insuring against loss of revenues by reason of interruption of the operation of the Phase II Mall and all loss proceeds and other amounts payable to such Debtor thereunder, and all eminent domain proceeds;

(J) to the extent assignable, all other agreements, now existing or hereafter entered into, including vendor warranties, indemnities, and guarantees running to such Debtor or assigned to such Debtor, including all such agreements relating to the construction, maintenance, improvement, operation or acquisition of the Phase II Mall or any part thereof, or the transport of material, equipment and other parts of the Phase II Mall or any part thereof;

(K) to the extent assignable, any other lease or sublease agreements or easement agreements, now existing or hereafter entered into, including all such agreements relating to the Phase II Mall or any part thereof or any ancillary facilities to which such Debtor is or becomes a party;

(L) to the extent assignable, all amendments, supplements, substitutions and renewals to any of the aforesaid agreements;

(M) all rights of such Debtor to receive (i) monies due or to become due under or pursuant to the aforesaid agreements and (ii) proceeds of any insurance, indemnity, warranty or guaranty with respect to the aforesaid agreements;

(N) all claims of such Debtor for damages arising out of breach or default under any of the aforesaid agreements;

(O) the rights of such Debtor to terminate, amend, supplement, or modify any of the aforesaid agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder;

(P) to the extent assignable, all Permits, including those described on Annex 5 hereto, necessary for or relating to the construction of the Phase II Mall;

(Q) the Phase II Mall Sale Agreement Proceeds and, to the extent assignable, all rents, profits, income, royalties, revenues, accounts, contracts, contract rights, chattel paper (whether tangible or electronic), documents, instruments (including promissory notes) and general intangibles (including tax refunds, all payment intangibles and software) and other rights of any kind and all rights in, to and under all security agreements, leases and other contracts securing or otherwise relating to any such rents, profits, income, royalties, revenues, accounts, contracts, contract rights, chattel paper (whether tangible or electronic), documents, instruments (including promissory notes), general intangibles (including tax refunds, all payment intangibles and software) or other rights and claims to the payment or receipt of money or other forms of consideration (including any intercompany notes held by any Debtor);

(R) all equipment in all of its forms and all parts thereof and accessions thereto (except to the extent such Debtor’s interest therein may not be assigned or a security interest therein may not be granted), including all plant, machinery, tools, engines, and equipment of any type, including control equipment and general equipment and devices, all computer equipment, calculators, adding machines and any other electronic equipment of every nature, appliances, mechanical and electrical systems, elevators, lighting, alarm systems, fire control systems, furnishings, furniture, service equipment, motor vehicles, building or maintenance equipment, building or maintenance materials, pipes and pipelines, spare parts, maps, plans, specifications, architectural, engineering, construction or shop drawings, manuals or similar documents and any replacements, renewals or substitutions for any of the foregoing;

(S) all plant fixtures, business fixtures and other fixtures and storage and office facilities and accessions thereto and replacements thereof and products thereof;

(T) all inventory in all of its forms, including (i) all goods held by such Debtor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all supplies, raw materials, work in process, finished goods, and materials used or consumed in such Debtor’s business, (iii) all goods covered by any warehouse receipts, bills of lading or other such documents or in which such Debtor has an interest in mass or a joint or other interest or right of any kind and (iv) all goods which are returned to or repossessed by such Debtor and all accessions thereto and products thereof;

(U) all trademarks and service marks now owned or hereafter acquired by any Debtor which are registered in the United States Patent and Trademark Office or in any similar office or agency of the United States or any state thereof or any political subdivision thereof and any application for such trademarks and service marks, as well as any unregistered marks used and owned by such Debtor in the United States and trade dress, including logos, designs, trade names, business names, fictitious business names and other business identifiers in connection with which any of these registered or unregistered marks are used and owned by such Debtor in the United States (collectively, the “ Marks ”) including the Marks listed on Annex 2 , together with the registration and right to renewals thereof, and the goodwill of the business of such Debtor symbolized by the Marks and all licenses associated therewith, it being understood that the rights and interests included herein shall include all rights and interests pursuant to licensing or other contracts in favor of such Debtor pertaining to the Marks presently or in the future owned or used by third parties but, in the case of third parties which are not Affiliates of such Debtor, only to the extent permitted by such licensing or other contracts and, if not so permitted, except with respect to the rights of such Debtor to receive payments thereunder, only with the consent of such third parties and provided , that the grant of a security interest shall not include any application for a Mark that may be deemed invalidated, canceled or abandoned due to the grant and/or enforcement of such security interest unless and until such time that

the grant and/or enforcement of the security interest will not affect the validity of such Mark;

(V) all United States copyrights which such Debtor now or hereafter owns or has registered with the United States Copyright Office, as well as any application for a United States copyright registration now or hereafter made with the United States Copyright Office by such Debtor (collectively, the “ Copyrights ”) including, the Copyrights listed on Annex 3 , and all United States patents to which such Debtor now or hereafter has title and any divisions or continuations thereof, as well as any application for a United States patent now or hereafter made by such Debtor (collectively, the “ Patents ”), including all Patents listed on Annex 4 , and all reissues, renewals or extensions of each of them, it being understood that the rights and interests included herein shall include all rights and interests pursuant to licensing or other contracts in favor of such Debtor pertaining to the Copyrights and Patents presently or in the future owned or used by third parties but, in the case of third parties which are not Affiliates of such Debtor, except with respect to the rights of such Debtor to receive payments thereunder, only to the extent permitted by such licensing or other contracts and, if not so permitted, only with the consent of such third parties;

(W) all computer programs and software owned by such Debtor and all intellectual property rights therein and all other proprietary information of such Debtor, including trade secrets, it being understood that the rights and interests included herein shall include all rights and interests pursuant to licensing or other contracts in favor of such Debtor pertaining to computer programs and software presently or in the future owned or used by third parties but, in the case of third parties which are not Affiliates of such Debtor, only to the extent permitted by such licensing or other contracts and, if not so permitted, except with respect to the rights of such Debtor to receive payments thereunder, only with the consent of such third parties;

(X) to the extent not covered by any other clause of this Section 2.1 but subject to the exclusions specified above, all other trademarks, tradenames, tradesecrets, goodwill, business names, patents, patent applications, licenses and copyrights, registrations, and franchise rights owned by such Debtor;

(Y) to the extent not covered by any other clause of this Section 2.1 but subject to the exclusions specified above, all other general intangibles (including tax refunds, rights to payment or performance, choses in action and judgments taken on any rights or claims included in the Collateral);

(Z) contract rights in respect of agreements entered into with regard to the purchase of any furniture, fixtures and equipment for use in the Phase II Mall and any deposits paid in respect thereof;

(AA) all deposit accounts, securities accounts, securities entitlements, investment property and financial assets (including, without limitation, the Phase

II Mall Equity Account, the Phase II Mall Loan Proceeds Account, the Phase II Mall Cash Management Account and the Supplemental Mall Cash Account);

(BB) all letter of credit rights (whether or not the letter of credit is evidenced by a writing);

(CC) all commercial tort claims in which such Debtor has rights as set forth on Item G of Annex 1 or any supplement thereto;

(DD) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.1 ; and

(EE) the proceeds of all of the foregoing, including (a) all rights of such Debtor to receive proceeds, rents, profits and moneys due and to become due under or pursuant to the Assigned Agreements or any other Collateral; (b) all rights of such Debtor to receive the return of any premiums for, or proceeds of, any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements or any other Collateral or to receive any condemnation proceeds with respect thereto; (c) all claims of such Debtor for damages arising out of, or for breach of or default under, any Assigned Agreement or any other Collateral; (d) all rights of such Debtor to payment for goods or other property sold or leased or services performed by such Debtor; and (e) to the extent not included in the foregoing, all proceeds receivable or received when any and all of the Assigned Agreements or other foregoing other Collateral or proceeds thereof are sold, collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily and (f) all rights of such Debtor to terminate, amend, supplement, modify or waive performance under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder.

Notwithstanding anything to the contrary contained herein, the term “Collateral” for purposes of this Section 2.1 shall not include (i) any capital stock, common stock, preferred stock, membership interest, partnership interest or any other equity interest of Phase II Mall Subsidiary Holding, Phase II Mall Subsidiary, any of their Subsidiaries or any other Person held by Phase II Mall Subsidiary Holding, Phase II Mall Subsidiary or any of their Subsidiaries, (ii) gaming equipment, gaming tables, and video game and slot machines, (iii) any assets which if pledged, hypothecated or given as collateral security would require any Debtor to seek approval of any Nevada Gaming Authority of the pledge, hypothecation or collateralization, or require the Administrative Agent or any Secured Party to be licensed, qualified or found suitable by an applicable Nevada Gaming Authority, and (iv) any contracts, contract rights, permits or general intangibles, which by their terms or the operation of law prohibit or do not allow assignment or require any consent for assignment which has not been obtained or which would be breached by virtue of a security interest being granted therein (collectively, the “ Excluded Collateral ”).

2.2 Delivery of Assigned Agreements . Each Debtor has heretofore delivered, or concurrently with the delivery hereof, is delivering to the Administrative Agent an executed

counterpart or certified copy of each of the Assigned Agreements executed on or prior to the Closing Date . Each Debtor will likewise deliver to the Administrative Agent an executed copy of each Assigned Agreement not yet delivered and each Material Contract entered into by Debtors and amendments and supplements to the foregoing, as they are entered into by Debtor promptly upon the execution thereof. Each Debtor will, at the reasonable request of the Administrative Agent, further: (1) mark conspicuously each item of chattel paper and each of its records pertaining to the Collateral, with a legend, in form and substance reasonably satisfactory to the Administrative Agent, indicating that such Collateral is subject to the security interest granted hereby, (ii) at the reasonable request of the Administrative Agent, deliver and pledge to the Administrative Agent hereunder all promissory notes and other instruments and all original counterparts of chattel paper constituting Collateral, duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein, no such future lease, construction agreement, operation agreement or other material agreement may be entered into by Debtor unless such lease, construction agreement, operation agreement or other material agreement is not in violation of the Construction Loan Agreement.

2.3 Debtors to Remain Liable . Notwithstanding anything to the contrary contained herein, Debtors shall remain liable under each of the Assigned Agreements to perform all of the obligations undertaken by them thereunder, all in accordance with and pursuant to the terms and provisions thereof and take such action to such end as requested by the Administrative Agent, and the Secured Parties shall have no obligation or liability under any of such Assigned Agreements by reason of or arising out of this Agreement, nor shall the Administrative Agent or any other Secured Party be required or obligated in any manner to perform or fulfill any obligations of Debtors thereunder or to make any payment or inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim or take any action to collect or enforce the payment of any amounts which may have been assigned to the Secured Parties or to which such Secured Party may be entitled at any time.

2.4 Action by Administrative Agent and Secured Parties to Cure Certain Defaults . If any default by a Debtor under any of the Assigned Agreements shall occur and be continuing that constitutes an Event of Default, then any of the Administrative Agent and the Secured Parties shall be permitted (but shall not be obligated) to remedy any such default by giving written notice of such intent to Debtors and to the parties to the Assigned Agreement or Assigned Agreements for which such of the Administrative Agent and the Secured Parties intends to remedy the default. After giving such notice of its intent to cure such default and upon the commencement thereof, the Administrative Agent or the Secured Parties, as applicable, will proceed diligently to cure such default. Any cure by the Administrative Agent or any of the Secured Parties of Debtor’s default under any of the Assigned Agreements shall not be construed as an assumption by the Administrative Agent or any of the other Secured Parties of any obligations, covenants or agreements of Debtors under such Assigned Agreement, and neither the Administrative Agent nor any of the Secured Parties shall be liable to any Debtor or any other Person as a result of any actions undertaken by the Administrative Agent or any of the Secured Parties pursuant hereto or pursuant to any Consent or in curing or attempting to cure any such default. This Agreement shall not be deemed to release or to affect in any way the obligations of Debtors under the Assigned Agreements or the rights of Administrative Agent hereunder with respect to the exercise of remedies.

2.5 Restrictions on Modification of Assigned Agreements . Debtor shall not without the consent of the Administrative Agent (such consent not to be unreasonably withheld):

(a) cancel or terminate any of the Assigned Agreements or consent to or accept any cancellation or termination thereof;

(b) amend or otherwise modify the Assigned Agreements or give any consent, waiver or approval thereunder;

(d) consent to or permit or accept any prepayment of amounts to become due under or in connection with the Assigned Agreements, except as expressly provided therein; or

(e) take any other action in connection with the Assigned Agreements that would impair the value of the interest or rights of Debtor thereunder or that would impair the interest or rights of the Secured Parties.

Notwithstanding the foregoing, Debtors may take any actions otherwise prohibited under this Section 2.6 to the extent such actions are not in violation of the Construction Loan Agreement. Further, Debtors shall not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral except to the extent that such sale, assignment or other disposition is not in violation of the Construction Loan Agreement, so long as such agreement by its terms restricts the sale, assignment or other disposition of Collateral.

3. Obligations Secured .

3.1 Secured Obligations . This Agreement secures, and all of the Collateral is collateral security for (i) the Obligations, (ii) any and all sums advanced by any of the Secured Parties in order to preserve the Collateral or preserve Secured Parties’ security interest in the Collateral (or the priority thereof), (iii) the expenses of any Secured Parties of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of Debtors referred to above, or of any exercise by the Secured Parties of their rights hereunder, together with reasonable attorneys’ fees and disbursements and court costs, (iv) any and all obligations of Debtors to the Administrative Agent and any other agents in respect of costs, fees, indemnification or otherwise under this Agreement whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated and whether or not jointly owed with others and (v) any of the foregoing obligations that are paid to the extent all or any portion of such payment is avoided or recovered directly or indirectly from any Secured Party as a preference, fraudulent transfer or otherwise (collectively, the “ Secured Obligations ”).

4. Representations and Warranties of Debtor .

Each Debtor represents and warrants as of the date hereof as follows:

4.1 Such Debtor has not assigned any of its rights under the Assigned Agreements except as expressly permitted under the Construction Loan Agreement.

4.2 Except as otherwise permitted by the Construction Loan Agreement such Debtor has not executed and is not aware of any effective financing statement, security agreement or other instrument similar in effect covering all or any part of the Collateral, except such as may have been filed in accordance with the terms of this Agreement in favor of the Secured Parties.

4.3 Except as otherwise permitted by the Construction Loan Agreement and as provided in Sections 4.5 and 4.6 hereof, such Debtor is lawfully possessed of ownership of the Collateral and has full right, title and interest in and to all rights purported to be granted to it under the Assigned Agreements (to the extent such Debtor is a party to such Assigned Agreements as of the date hereof), not subject to any Liens except Permitted Liens. Such Debtor has full power and lawful authority to grant and assign the Collateral hereunder and all consents of third parties required in connection therewith have been obtained.

4.4 Except as set forth in Item C of Annex 1 , such Debtor does not do business, and for the previous five years has not done business, under any fictitious business names or trade names.

4.5 To the knowledge of such Debtor, such Debtor is the true, lawful and exclusive owner of the Marks listed in Annex 2 in connection with Debtor’s present business, except those listed as being held under a non-exclusive license, and said listed Marks include all of such Debtor’s United States federal registrations or applications registered in the United States Patent and Trademark office. To the knowledge of such Debtor, such Debtor owns or is licensed to use all Marks in connection with its present business that are material to its business. Such Debtor is aware of no material third party claim that any aspect of such Debtor’s present or contemplated business operations infringes or will infringe on any such third party’s rights to such Marks. Such Debtor is the owner of record of all United States registrations and applications listed in Annex 2 hereto and that, to the knowledge of such Debtor, said registrations are valid, subsisting, have not been canceled and that such Debtor is not aware of any material third-party claim that any of said registrations is invalid or unenforceable.

4.6 To the knowledge of such Debtor, such Debtor is the true, lawful and exclusive owner of all rights in the Copyrights listed in Annex 3 hereto and in the Patents listed in Annex 4 hereto. Said listed Patents include all the United States patents and applications for United States patents that such Debtor owns and said listed Copyrights constitute all the United States copyrights registered in the United States Copyright Office and applications for United States copyrights that it now uses or practices under that are material to its business. Such Debtor is aware of no material third party claim that any aspect of such Debtor’s present or contemplated business operations infringes or will infringe on any such third party’s rights to any patent or any copyright.

4.7 All notes and other instruments (excluding checks) comprising any and all items of Collateral have been delivered to the Administrative Agent duly endorsed and accompanied by duly executed instruments of transfer or assignment in blank.

4.8 The jurisdiction in which each Debtor is located for purposes of Sections 9-301 and 9-307 of the UCC is set forth in Item A of Annex 1 hereto. Set forth in Item B of Annex 1 is each location a secured party would have filed a UCC financing statement prior to July 1, 2001 to perfect a security interest in equipment, inventory and general intangibles owned by each Debtor. No Debtor has any trade names other than those set forth in Item C of Annex 1 hereto. During the four (4) months preceding the date hereof, no Debtor has been known by any legal name different from the one set forth on the signature page hereto, nor has such Debtor been the subject of any merger or other corporate reorganization, except as set forth in Item D of Annex 1 hereto. The name set forth on the signature page is the true and correct name of such Debtor. Each Debtor’s federal taxpayer identification number is (and, during the four (4) months preceding the date hereof, such Debtor has not had a federal taxpayer identification number different from that) set forth in Item E of Annex 1 hereto. If the Collateral of any Debtor includes any inventory located in the State of California, such Debtor is not a “retail merchant” within the meaning of Section 9102 of the California UCC. No Debtor is a party to any federal, state or local government contract except as set forth in Item F of Annex 1 hereto.

4.9 This Agreement creates a valid security interest in the Collateral securing the payment of the Secured Obligations; provided that with respect to Marks, Copyrights and Patents and any other intellectual property included as Collateral herein, this representation shall only extend to such Marks, Copyrights and Patents that are the subject of United States federal registrations or applications. Each Debtor has filed or caused to be filed all financing statements in the appropriate offices therefor (or has authenticated and delivered to the Administrative Agent financing statements suitable for filing in such offices) and has taken all of the actions necessary to create perfected and (subject to Permitted Liens) first priority security interests in the Collateral, other than (a) any deposit accounts, securities accounts and investment accounts (and related investment property and financial assets) for which a control agreement relating to such accounts is not required to be obtained by Debtors under Section 5.13 , (b) letter of credit rights except to the extent the issuer of such letter of credit has consented to an assignment of the proceeds of such letter of credit, (c) aircraft, and (d) motor vehicles and mobile goods.

5. Covenants of Debtors .

Each Debtor covenants as follows:

5.1 Any action or proceeding to enforce this Agreement after an Event of Default has occurred and is continuing under any Assigned Agreement may be taken by the Administrative Agent either in such Debtor’s name or in the Administrative Agent’s name, as the Administrative Agent may deem necessary.

5.2 Such Debtor will, so long as any Obligations shall be outstanding, warrant and defend its title to the Collateral and the interests of the Administrative Agent and the Secured Parties in the Collateral against any claim or demand of any persons (other than Permitted Liens) which could reasonably be expected to materially and adversely affect such Debtor’s title to, or the Secured Parties right or interest in, such Collateral.

5.3 Such Debtor will at all times keep accurate and complete records of the Collateral. Such Debtor shall, at its own expense, permit representatives of the Administrative Agent, upon

reasonable prior notice, and in accordance with the Construction Loan Agreement, at any time during normal business hours of such Debtor to inspect and make abstracts from such Debtor’s books and records pertaining to the Collateral subject to a confidentiality undertaking in form and substance reasonably satisfactory to Debtors. Upon the occurrence and during the continuation of any Event of Default, at the Administrative Agent’s request, Debtors shall promptly deliver copies of any and all such records to the Administrative Agent.

5.4 Unless waived in writing by the Administrative Agent, such Debtor shall give the Administrative Agent at least forty-five (45) days’ notice before it changes its name, identity, corporate structure, location of its principal place of business or location of its chief executive office and shall at the expense of such Debtor execute and deliver such instruments and documents as may reasonably be required by the Administrative Agent to maintain a prior perfected security interest in the Collateral.

5.5 Such Debtor will keep and maintain the Collateral in good condition, working order and repair and from time to time will make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable toward such end. Such Debtor will not misuse the Collateral, or allow it to deteriorate except for the ordinary wear and tear of its normal and expected use in such Debtor’s business in accordance with such Debtor’s policies as then in effect ( provided that no changes are made to such Debtor’s policies as in effect on the date hereof that would be materially adverse to the interests of the Secured Parties), and will comply in all material respects with all laws, statutes and regulations pertaining to the use or ownership of the Collateral. Such Debtor will promptly notify the Administrative Agent regarding any material loss or damage to any material Collateral or portion thereof; provided , however , that the foregoing provisions exclude normal wear and tear to the Collateral, items that such Debtor reasonably believes are no longer necessary to the successful operation of its business and the disposition of obsolete items. Such Debtor will not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral. Nothing contained in this Section 5.5 shall prohibit such Debtor from taking any action or refraining from taking any action permitted by the Construction Loan Agreement.

5.6 Upon the reasonable request of the Administrative Agent, such Debtor will promptly deliver to such Person records and schedules that show the status, condition and location of the Collateral, including accounts receivable aging reports and other reports reasonably requested by such Person, all in reasonable detail; and will promptly notify the Administrative Agent in writing of any event, or change of law, regulation, business practice, or business condition that may materially adversely affect the value of the Collateral. The Administrative Agent shall have the right to review and verify such records, schedules, financial information and notices, and such Debtor will reimburse each such Person for all costs incurred thereby. Such review and verification shall include the right of the Administrative Agent to contact account debtors to confirm balances owing on and the terms of Receivables, provided that an Event of Default has occurred and is continuing.

5.7 Except as otherwise provided in this Section 5.7 , such Debtor shall continue to collect at its own expense, all amounts due or to be become due to such Debtor under the Receivables. In connection with such collections, such Debtor may take (and, at the

Administrative Agent’s direction when an Event of Default has occurred and is continuing, shall take) such action as such Debtor or the Administrative Agent after consultation with such Debtor reasonably deem necessary or advisable to enforce collection of the Receivables; provided , however , that such Debtor shall not adjust, settle, sell with recourse, sell for less than face value or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, other than adjustments, settlements, or discounts that are in accordance with such Debtor’s policies as then in effect; provided that no changes are made to such Debtor’s policies as in effect on the date hereof that would be materially adverse to the interests of the Secured Parties. The Administrative Agent shall have the right at any time after the occurrence and during the continuation of an Event of Default to notify the account debtors or obligors under any of the Receivables of the assignment of such Receivables to the Secured Parties and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Debtor thereunder directly to the Administrative Agent or to such Secured Parties as Administrative Agent may direct in accordance with the Construction Loan Agreement and, upon such notification and at the expense of such Debtor, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, as the Administrative Agent may deem appropriate in its sole discretion. After the occurrence and during the continuation of an Event of Default (i) all amounts and proceeds (including instruments) received by such Debtor in respect of the Receivables shall be received in trust for the benefit of the Secured Parties hereunder and, upon notice from the Administrative Agent, shall be segregated from other funds of such Debtor and shall be forthwith paid over to the Administrative Agent or to such Secured Parties as Administrative Agent may direct in the same form as so received (with all necessary or appropriate endorsements) to be held as cash collateral and applied as provided by Section 8 , and (ii) such Debtor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

5.8 Such Debtor shall pay promptly when due all taxes, assessments and governmental charges or levies imposed upon, and all claims against, the Collateral, except to the extent the validity thereof is being contested in good faith; provided that such Debtor shall in any event pay such taxes, assessments, charges, levies or claims not later than five (5) days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against such Debtor or any of the Collateral as a result of the failure to make such payment.

5.9 Each Debtor hereby agrees to give notice to the Administrative Agent by delivering a supplement to Item G of Annex 1 , upon acquiring any commercial tort claim it reasonably believes to be in excess of $2,000,000 and agrees to take any actions reasonably requested by Administrative Agent to perfect a security interest therein.

5.10 Each Debtor agrees to use commercially reasonable efforts to cause each issuer of a letter of credit in an amount in excess of $1,000,000 under which such Debtor has letter of credit rights to consent to an assignment of the proceeds of such letter of credit to the Administrative Agent.

5.11 Marks .

(A) Each such Debtor hereby agrees not to sell, assign (by operation of law or otherwise) or otherwise dispose of any right under any material Mark that such Debtor is required to maintain under Section 5.11 hereof except as permitted by the Construction Loan Agreement, absent prior written approval of the Administrative Agent, such approval not to be unreasonably withheld or delayed. Each such Debtor agrees to use such Marks in interstate commerce in a manner that is sufficient to preserve such Marks as trademarks or service marks registered under the laws of the United States.

(B) Each such Debtor shall, at its own expense, diligently prosecute all applications for Marks listed in Annex 2 hereto and further, for all of its material registered Marks, shall diligently process all documents required by the Trademark Act of 1946, 15 U.S.C. §§ 1051 et seq. to maintain trademark registration, including affidavits of use and applications for renewals of registration in the United States Patent and Trademark Office pursuant to 15 U.S.C. §§ 1058(a), 1059 and 1065, and shall pay all fees and disbursements in connection therewith and shall not abandon any such filing or affidavit of use or any such application of renewal prior to the exhaustion of all administrative and judicial remedies without the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld or delayed; provided that such Debtor shall not be obligated to maintain any Mark in the event that such Debtor determines, in its reasonable business judgment, that the maintenance of such Mark is no longer necessary or desirable in the conduct of its business. Each Debtor agrees to notify the Administrative Agent three (3) months prior to the date on which the affidavits of use or the applications for renewal registration are due with respect to any material registered Mark.

(C) If any material Mark registration certificate is issued hereafter to a Debtor as a result of any application now or hereafter pending before the United States Patent and Trademark Office, within thirty (30) days of receipt of such certificate confirming such registration such Debtor shall deliver a copy of such certificate, and a grant of security in such Mark on behalf of the Secured Parties to the Administrative Agent, confirming the grant thereof hereunder together with all cover sheets or other documents or instruments required to be filed with the United States Patent and Trademark Office in order to create or perfect a lien in respect of such Mark.

(D) Each Debtor agrees, promptly upon learning thereof, to notify the Administrative Agent in writing of the name and address of, and to furnish such pertinent information that may be available with respect to, any party who such Debtor believes is infringing or otherwise violating any of such Debtor’s rights to any material Mark, or with respect to any party claiming that such Debtor’s use of any such Mark violates in any material respect any property right of that party. Such Debtor further agrees, unless otherwise agreed by the Administrative Agent, diligently to prosecute any Person infringing any material Mark.

5.12 Patents and Copyrights . Each Debtor hereby agrees not to sell, assign (by operation of law or otherwise), or otherwise dispose of any right under any material Patent or Copyright except as permitted by the Construction Loan Agreement, absent prior written approval of the Administrative Agent, such approval not to be unreasonably withheld or delayed.

(A) Each Debtor shall, at its own expense, diligently prosecute all applications for material Copyrights and material Patents listed in Annex 3 and Annex 4 hereto, respectively, and shall not abandon any such application prior to exhaustion of all reasonable administrative and judicial remedies, absent written consent of the Administrative Agent, such consent not to be unreasonably withheld or delayed. Each Debtor shall do all acts and things reasonably necessary to maintain the Copyrights and Patents listed in Annex 3 and Annex 4 , respectively, and all Patents and Copyrights hereafter obtained or acquired by such Debtor, including, without limitation, making timely payment of all post-issuance fees required pursuant to 35 U.S.C. § 41 to maintain in force rights under each Patent.

(B) Within thirty (30) days of acquisition of a Patent or Copyright, or of filing of an application for a Patent or Copyright by a Debtor, such Debtor shall deliver to the Administrative Agent a copy of said Patent or Copyright or such application, as the case may be, with a grant of security as to such Patent or Copyright, as the case may be, confirming the grant thereof hereunder together with all cover sheets or other documents or instruments required to be filed with the United States Patent and Trademark Office in order to create or perfect a lien in respect of such Patent or Copyright.

(C) Each Debtor agrees, promptly upon learning thereof, to notify the Administrative Agent in writing of the name and address of, and to furnish such pertinent information available to such Debtor with respect to any party who Debtor believes is infringing or otherwise violating any of such Debtor’s rights in any material Patent or material Copyright, or with respect to any party claiming that Debtor’s practice of any Patent or use of any Copyright violates any property right of that third party. Each Debtor further agrees, unless otherwise agreed by the Administrative Agent, diligently to prosecute any Person infringing any material Patent or material Copyright.

5.13 Accounts . With respect to any deposit accounts, securities accounts, investment accounts or like accounts, at the request of the Syndication Agent or the Administrative Agent, Debtors shall use commercially reasonable efforts to obtain, within sixty (60) days from the Closing Date, from the financial institutions with whom such accounts are maintained agreements with the Administrative Agent and Debtors in form and substance reasonably satisfactory to the Administrative Agent and Debtors pursuant to which control over such account is granted to the Administrative Agent and pursuant to which such financial institution confirms and acknowledges the security interest of Secured Parties in such account and waives its right of set-off with respect to amounts held therein. From and after sixty (60) days from the Closing Date, Debtors will provide a list of such accounts and copies of such control agreements to the Administrative Agent and take such further actions and execute such further documents in

connection therewith as the Administrative Agent may reasonably request in order to perfect or maintain the perfection of the security interest of Secured Parties in such accounts.

5.14 Future Material Contracts . If any Debtor enters into any Material Contract related to the construction of the Phase II Mall after the date hereof, such Debtor shall (i) deliver to the Administrative Agent an executed counterpart or certified copy of such Material Contract and (ii) shall cause the counterparty to such additional Material Contract to enter into a Consent to such assignment, such Consent to be in substantially the form of Exhibit J to the Construction Loan Agreement (subject to any changes thereto requested by such party and reasonably satisfactory to the Administrative Agent).

6. Remedies Upon Event of Default .

6.1 Subject to compliance with applicable Nevada Gaming Laws, if any Event of Default shall have occurred and be continuing, the Administrative Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral), and also may (a) require Debtors to, and Debtors hereby agree that they will at their expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make the same available to the Administrative Agent at a place to be designated by the Administrative Agent that is reasonably convenient to both parties, (b) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (c) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Administrative Agent deems appropriate, (d) take possession of Debtors’ premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of Debtors’ equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (c) and collecting any Obligation, and (e) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Administrative Agent may deem commercially reasonable. The Administrative Agent or any of the Secured Parties may be the purchaser of any or all of the Collateral at any such sale and the Administrative Agent as agent for and representative of the Secured Parties shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Debtors, and Debtors hereby waive (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which they now have or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Debtors agree that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to Debtors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale (as the Administrative Agent may

elect), which sale may be conducted by an employee or representative of the Administrative Agent, from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Debtors, in dealing with or disposing of the Collateral or any part thereof, hereby waive, to the extent permitted by applicable Legal Requirements, all rights, legal and equitable, it may now or hereafter have to require marshaling of assets or to require, upon foreclosure, sales of assets in a particular order. Each successor and assign of Debtors, including a holder of a lien subordinate to the lien created hereby (without implying that any Debtor has, except as expressly provided in the Construction Loan Agreement, a right to grant an interest in, or a subordinate lien on, any of the Collateral), by acceptance of its interest or lien agrees that it shall be bound by the above waiver, to the same extent as if such holder gave the waiver itself. Debtors also hereby waive, to the full extent permitted by applicable Legal Requirements, the benefit of all laws providing for rights of appraisal, valuation, stay, extension or redemption after foreclosure now or hereafter in force. Debtors hereby waive all claims against the Administrative Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree. If the Administrative Agent sells any Collateral upon credit, Debtors will be credited only with payments actually made by the purchaser, received by the Administrative Agent and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Administrative Agent may resell the Collateral and Debtors shall be credited with the proceeds of the sale. In the event the Administrative Agent shall bid at any foreclosure or trustee’s sale or at any private sale permitted by applicable Legal Requirements or this Agreement or the Construction Loan Agreement, the Administrative Agent may bid all or less than the amount of the Obligations. If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Obligations, Debtors shall be liable for the deficiency and the reasonable fees of any attorneys employed by the Administrative Agent to collect such deficiency. Upon written demand from the Administrative Agent, each Debtor shall execute and deliver to the Administrative Agent an assignment or assignments of the Patents, Copyrights, and Marks and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement. Each Debtor agrees that such an assignment and/or recording shall be applied to reduce the Obligations outstanding only to the extent that the Administrative Agent receives cash proceeds in respect of the sale of, or other realization upon, the Collateral.

7. Remedies Cumulative; Delay Not Waiver .

7.1 No right, power or remedy herein conferred upon or reserved to the Administrative Agent is intended to be exclusive of any other right, power or remedy and every such right, power and remedy shall, to the extent permitted by applicable Legal Requirements, be cumulative and in addition to every other right, power and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder or otherwise shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. Resort to any or all security now or hereafter held by the Administrative Agent or any other Secured Party may be taken concurrently or successively and in one or several consolidated or independent judicial actions or lawfully taken nonjudicial proceedings, or both. If the Administrative Agent may, under applicable Legal Requirements, proceed to realize its benefits under this Agreement or any other Loan Document giving the

Administrative Agent a Lien upon any Collateral, whether owned by Debtors or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, the Administrative Agent may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of the rights and remedies of the Administrative Agent under this Agreement.

7.2 No delay or omission of the Administrative Agent to exercise any right or power accruing upon the occurrence and during the continuance of any Event of Default as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and every power and remedy given by this Agreement may be exercised from time to time, and as often as shall be deemed expedient, by the Administrative Agent.

8. Application of Proceeds .

All proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied to repay the Obligations as provided in the Construction Loan Agreement.

9. Attorney-In-Fact .

Subject to compliance with applicable Nevada Gaming Laws, each Debtor hereby irrevocably appoints the Administrative Agent, acting for and on behalf of itself and the other Secured Parties and each successor and assign of the Administrative Agent and the other Secured Parties, the true and lawful attorney-in-fact of such Debtor, with full power and authority in the place and stead of such Debtor and in the name of such Debtor, the Administrative Agent or otherwise, subject to the terms of the Construction Loan Agreement, this Agreement and applicable Legal Requirements, to enforce all rights, interests and remedies of such Debtor with respect to the Collateral from time to time upon and following the occurrence and continuation of an Event of Default or Potential Event of Default in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including:

(a) to obtain and adjust insurance required to be maintained by Debtors or paid to the Administrative Agent pursuant to this Agreement;

(b) to ask for, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

(c) to elect remedies thereunder and to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clauses (a) and (b) above;

(d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral;

(e) to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Administrative Agent in its sole discretion, any such payments made by the Administrative Agent to become obligations of Debtor to the Administrative Agent, due and payable immediately without demand;

(f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; and

(g) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and Debtors’ expense, at any time or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as Debtor might do.

10. The Administrative Agent May Perform .

Upon the occurrence and during the continuance of an Event of Default, if Debtor fails to perform any agreement contained herein within the applicable period (if any) provided for performance, the Administrative Agent may itself perform, or cause performance of, such agreement, and the reasonable expenses of the Administrative Agent incurred in connection therewith shall be part of the Obligations of the relevant Secured Parties.

11. Perfection; Further Assurances .

11.1 Each Debtor agrees that from time to time, at the expense of such Debtor, such Debtor shall promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary, or that the Administrative Agent may reasonably request, in order to perfect and protect the assignment and security interest granted, ensure the continued perfection of, purported or intended to be granted hereby in favor of the Secured Parties or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each Debtor shall (i) if any Collateral shall be evidenced by a promissory note or other instrument in excess of $50,000, deliver and pledge to the Administrative Agent for the benefit of the Secured Parties granted a security interest in such Collateral such note or instrument duly endorsed without recourse, and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Administrative Agent, (ii) execute and deliver to the Administrative Agent such financing or continuation statements, or amendments thereto, and such other instruments, endorsements or notices, as may be reasonably necessary or desirable or as such Secured Parties may reasonably request or, in order to perfect and preserve the assignments and security interests granted, purported or intended to be granted hereby in favor of the relevant Secured Parties and (iii) at the Administrative Agent’s reasonable

request, appear in and defend any action or proceeding that may affect Debtor’s title to or the Administrative Agent’s or any of the Secured Parties security interest in all or any part of the Collateral. If any Debtor shall at any time acquire a material commercial tort claim, as defined in the UCC, such Debtor shall promptly notify the Administrative Agent in writing signed by such Debtor of the brief details thereof and grant to the Administrative Agent in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent.

11.2 Each Debtor hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral in which such Secured Party has been granted a security interest.

11.3 Each Debtor shall pay all filing, registration and recording fees and all refiling, re-registration and re-recording fees, and all reasonable expenses incident to the execution and acknowledgment of this Agreement, any assurance, and all federal, state, county and municipal stamp taxes and other taxes (other than income taxes), duties, imports, assessments and charges arising out of or in connection with the execution and delivery of this Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance.

11.4 Each Debtor shall, promptly upon request, provide to the Administrative Agent, all information and evidence it may reasonably request concerning the Collateral to enable the Administrative Agent to enforce the provisions of this Agreement.

12. Place of Business; Location of Records .

Unless the Administrative Agent is otherwise notified under Section 5.4 , the place of business and chief executive office of each Debtor is, and all records of such Debtor concerning the Collateral are and will be, located at the address of such Debtor set forth on the signature pages to this Agreement.

13. Continuing Assignment and Security Interest; Transfer of Debt .

This Agreement shall create a continuing assignment of, and security interest in, the Collateral and shall (a) remain in full force and effect until payment in full of all Obligations, (b) be binding upon each Debtor, its successors and assigns; provided , however , that the obligations of each Debtor, its successors and assigns hereunder may not be assigned without the prior written consent of the Administrative Agent, and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent, its successors, transferees and assigns, the other Secured Parties and their respective successors, transfers and assigns (whether as a result of a refinancing or otherwise). Without limiting the generality of the foregoing but subject to the terms of the Construction Loan Agreement, the Secured Parties may assign or otherwise transfer all or any part of or interest in the Construction Loan Agreement or other evidence of indebtedness held by them to any other Person to the extent permitted by the Construction Loan Agreement, and such other Person shall thereupon become vested with all or an appropriate part of the benefits in respect thereof granted to the Secured Parties herein or otherwise. The release of the security interest in any or all of the Collateral, the taking or acceptance of additional security, or the resort by any Secured Party or

the Administrative Agent to any security it may have in any order it may deem appropriate, shall not affect the liability of any person on the Obligations secured hereby. If this Agreement shall be terminated or revoked by operation of law, each Debtor will indemnify and save the Secured Parties harmless from any loss which may be suffered or incurred by the Secured Parties in acting hereunder prior to the receipt by the Administrative Agent, its successors, transfers, or assigns of notice of such termination or revocation. Each Debtor acknowledges and agrees that, pursuant to and in accordance with the terms of the Construction Loan Agreement, one or more additional or successor Administrative Agents, or other agents or representatives of the Administrative Agent or other secured Parties may be appointed, by written notice to each Debtor, and such person or persons shall be entitled to exercise or perform all or a portion of the duties or obligations of the Administrative Agent hereunder in accordance with the terms of such appointment.

14. Termination and Release of Security Interest .

14.1 On the Termination Date, the security interest granted under Section 2.1 in favor of the Administrative Agent on behalf of the Secured Parties shall terminate. Upon any such termination, the Administrative Agent will, at Debtors’ expense, execute and deliver to Debtors such documents (including, without limitation, UCC-3 termination statements which, upon such delivery, Debtors shall be authorized to file in the appropriate filing offices) as Debtors shall reasonably request to evidence such termination.

14.2 In the event that any part of the Collateral is sold, transferred or otherwise disposed of in accordance with the Construction Loan Agreement or is otherwise released in accordance with the Construction Loan Agreement or with the consent of the Requisite Lenders, such Collateral will be sold, transferred or otherwise disposed of, and released free and clear of the Liens created by this Agreement and the Administrative Agent, at the request and expense of the relevant Debtor, will duly and promptly assign, transfer, deliver and release to the applicable Debtor or its designee (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold, transferred or otherwise disposed of or released. In connection with any disposition or release pursuant to this Section 14.2 , the Administrative Agent shall, at Debtors’ expense, execute and deliver to Debtors such documents (including UCC-3 termination statements which, upon such delivery, Debtors shall be authorized to file in the appropriate filing offices) as Debtors may reasonably request.

15. Indemnity and Expenses .

To the extent not covered by the Construction Loan Agreement, the Debtors agree, jointly and severally, to indemnify the Administrative Agent and each other Secured Party from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including enforcement of this Agreement), except claims, losses or liabilities resulting from such Secured Party’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

16. Attorneys’ Fees .

In the event any legal action or proceeding (including any of the remedies provided for herein or at law) is commenced to enforce or interpret this Agreement or any provision thereof, Debtors shall indemnify each of the Secured Parties and the Administrative Agent for their reasonable attorneys’ fees and other costs and expenses incurred therein, and if a judgment or award is entered in any such action or proceeding, such reasonable attorneys’ fees and other costs and expenses may be made a part of such judgment or award.

17. Amendments; Waivers; Consents .

No amendment, modification, termination or waiver of any provision of this Agreement, or consent to any departure by Debtors therefrom, shall in any event be effective unless effected in accordance with Section 9.6 of the Construction Loan Agreement.

18. Notices .

Unless otherwise specifically provided herein or in the Construction Loan Agreement, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service, upon receipt of telefacsimile or telex, or three (3) Business Days after depositing it in the United States mail with postage prepaid and properly addressed; provided that notices to the Administrative Agent shall not be effective until received; provided further , any such notice or other communication shall at the request of the Administrative Agent be provided to any sub-agent appointed pursuant to Section 8.2.F of the Construction Loan Agreement as designated by the Administrative Agent from time to time. For the purposes hereof, the address of each party hereto shall be as set forth under such party’s name on the signature pages hereto or such other address as shall be designated by such Person in a written notice delivered to the other parties hereto or, with respect to any Debtors that, subsequent to the date hereof, are required to execute a supplement in accordance with Section 30 , at the address set forth for notices in such supplement.

19. Governing Law .

Subject to the application of Nevada Gaming Laws, this Agreement, including all matters of construction, validity, performance and the creation, validity, enforcement or priority of the lien of, and security interests created by, this Agreement in or upon the Collateral shall be governed by the laws of the state of New York, without reference to conflicts of law (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law), except as required by mandatory provisions of law and except to the extent that the validity or perfection of the lien and security interest hereunder, or remedies hereunder, in respect of any particular Collateral are governed by the laws of a jurisdiction other than the state of New York.

20. Consent to Jurisdiction and Service of Process .

ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST DEBTORS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY OBLIGATIONS HEREUNDER MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.

BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH DEBTOR, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY

(I) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;

(II) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS ;

(III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO DEBTOR AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 18 ;

(IV) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER DEBTOR IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT;

(V) AGREES THAT ADMINISTRATIVE AGENT RETAINS THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST EACH DEBTOR IN THE COURTS OF ANY OTHER JURISDICTION; AND

(VI) AGREES THAT THE PROVISIONS OF THIS SECTION 20 RELATING TO JURISDICTION AND VENUE SHALL BE BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.

21. Reinstatement .

This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any amount received by any Secured Party in respect of the Obligations is rescinded or must otherwise be restored or returned by such Secured Party upon the insolvency, bankruptcy, reorganization or liquidation or otherwise of a Debtor or upon the dissolution of, or appointment of any intervenor or conservator of, or trustee or similar official for, a Debtor or any substantial part of a Debtor’s assets, or otherwise, all as though such payments had not been made. Debtors shall pay the Administrative Agent on demand all of its reasonable costs and expenses (including reasonable fees of counsel) incurred by the Administrative Agent in connection with such rescission or restoration.

22. Severability .

The provisions of this Agreement are severable, and if any clause or provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction.

23. Survival of Provisions .

All agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the Construction Loan Agreement and extensions of credit thereunder. Notwithstanding anything in this Agreement or implied by law to the contrary, the agreements, representations and warranties of Debtors set forth herein shall terminate only upon full repayment of the Obligations.

24. Headings Descriptive .

The headings in this Agreement are for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

25. Entire Agreement .

This Agreement, together with any other agreement executed in connection herewith, is intended by the parties as a final expression of their agreement and is intended as a complete and exclusive statement of the terms and conditions thereof.

26. Time .

Time is of the essence of this Agreement.

27. Counterparts .

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same agreement.

28. Waiver of Jury Trial .

EACH DEBTOR AND THE ADMINISTRATIVE AGENT HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP AMONG THEM THAT IS BEING ESTABLISHED. EACH DEBTOR AND THE ADMINISTRATIVE AGENT ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT IT HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT IT WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH SUCH PERSON FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

29. Responsibilities of the Administrative Agent .

The powers conferred on the Administrative Agent hereunder are solely to protect its interest in the Collateral granted for the benefit of the Secured Parties and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Administrative Agent shall have no duty as to any Collateral, it being understood that the Administrative Agent shall have no responsibility for (a) taking any necessary steps (other than steps taken in accordance with the standard of care set forth above to maintain possession of the Collateral) to preserve rights against any parties with respect to any Collateral; (b) taking any necessary steps to collect or realize upon the Obligations or any guarantee therefor, or any part thereof, or any of the Collateral; or (c) taking any action to protect against any diminution in value of the Collateral, but, in each case, the Administrative Agent may do so and all expenses reasonably incurred in connection therewith shall be part of the Obligations. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equal to that which such Person accords its own property of like kind.

30. Additional Debtors .

Upon the execution and delivery by any other Person of a supplement in the form of Exhibit A hereto, such Person shall become a “Debtor” hereunder with the same force and effect as if it were originally a party to this Agreement and named as a “Debtor” hereunder. The execution and delivery of such supplement shall not require the consent of any other Debtor hereunder, and the rights and obligations of each Debtor hereunder shall remain in full force and effect notwithstanding the addition of any new Debtor as a party to this Agreement.

31. Joint and Several Obligations .

The provisions of Section 2.9 of the Construction Loan Agreement are incorporated herein by reference and each Debtor agrees that the provisions of the aforesaid sections shall apply with respect to each Debtor hereunder.

[ Signature page follows ]

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the day and year first written above.

DEBTORS:

PHASE II MALL SUBSIDIARY, LLC

By:	Phase II Mall Holding, LLC, its sole member

	By:	Lido Casino Resort Holding Company, LLC, its Manager

		By:	Lido Intermediate Holding Company, LLC, its managing member

			By:	Venetian Casino Resort, LLC, its sole member

				By:	Las Vegas Sands, Inc., its
					managing member


					By:	/s/ Harry Miltenberger
						Name:	Harry Miltenberger
						Title:	VP Finance, Secretary & Chief Accounting Officer

	Notice Address:	3355 Las Vegas Blvd South
		Room 1A
		Las Vegas, Nevada 89109
	Attention:	General Counsel
	Facsimile Number:	(702) 414-4421 and
	Attention:	Harry Miltenberger
	Facsimile Number:	(702) 733-5758

PHASE II MALL HOLDING, LLC

By:	Lido Casino Resort Holding Company, LLC, its Manager

	By:	Lido Intermediate Holding Company, LLC, its managing member

		By:	Venetian Casino Resort, LLC, its sole member

			By:	Las Vegas Sands, Inc., its
				managing member


				By:	/s/ Harry Miltenberger
					Name:	Harry Miltenberger
					Title:	VP Finance, Secretary & Chief Accounting Officer

	Notice Address:	3355 Las Vegas Blvd South
		Room 1A
		Las Vegas, Nevada 89109
	Attention:	General Counsel
	Facsimile Number:	(702) 414-4421 and
	Attention:	Harry Miltenberger
	Facsimile Number:	(702) 733-5758

ADMINISTRATIVE AGENT :

THE BANK OF NOVA SCOTIA


By:	/s/ Alan Pendergast
	Name:	Alan Pendergast
	Title:	Managing Director


Notice Address: The Bank of Nova Scotia 580 California Street, Suite 2100 San Francisco, California 94104 Attention: Alan Pendergast Telefax: (415) 397-0791 With copy to: The Bank of Nova Scotia Loan Administration 600 Peachtree Street, N.E. Atlanta, Georgia 30308 Attention: Hilma Gabbidon Vicki Gibson Telefax: (404) 888-8998

EXHIBIT A

to the Security Agreement

SUPPLEMENT TO
SECURITY AGREEMENT

This SUPPLEMENT, dated as of , (this “ Supplement ”), is to the Security Agreement, dated as of , 2004 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “ Security Agreement ”), among the Debtors (such capitalized term, and other terms used in this Supplement, to have the meanings set forth in the Security Agreement) from time to time party thereto, in favor of The Bank of Nova Scotia (“ Scotia Capital ”), as administrative agent (together with its successor(s) thereto in such capacity, the “ Administrative Agent ”) for each of the Secured Parties.

W I T N E S S E T H :

WHEREAS, pursuant to a Construction Loan Agreement, dated as of , 2004 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “ Construction Loan Agreement ”), among Phase II Mall Holding, LLC, a Nevada limited liability company (“ Phase II Mall Subsidiary Holding ”), Phase II Mall Subsidiary, LLC, a Delaware limited liability company (“ Phase II Mall Subsidiary ”), Scotiabank, as administrative agent, sole lead arranger and sole bookrunner, Sumitomo Mitsui Banking Corporation, as syndication agent and the financial institutions party thereto (the “ Lenders ”) have entered into the Construction Loan Agreement (as amended, amended and restated, supplemented, modified, extended, refinanced, refunded, renewed, replaced or substituted from time to time, the “ Construction Loan Agreement ”) pursuant to which the Lenders have agreed, subject to the terms thereof and hereof, to make Credit Extensions to Phase II Mall Subsidiary Holding and Phase II Mall Subsidiary;

WHEREAS, pursuant to the provisions of Section 30 of the Security Agreement, each of the undersigned is becoming a Debtor under the Security Agreement; and

WHEREAS, each of the undersigned desires to become a “Debtor” under the Security Agreement in order to induce the Secured Parties to continue to extend Credit Extensions under the Construction Loan Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the undersigned agrees, for the benefit of each Secured Party, as follows.

Section 1. Party to Security Agreement, etc . In accordance with the terms of the Security Agreement, by its signature below each of the undersigned hereby irrevocably agrees to become a Debtor under the Security Agreement with the same force and effect as if it were an original signatory thereto and each of the undersigned hereby (a) agrees to be bound by and comply with all of the terms and provisions of the Security Agreement applicable to it as a Debtor and (b) represents and warrants that the representations and warranties made by it as a

Debtor thereunder are true and correct as of the date hereof, unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date and (c) assigns, grants and pledges, in favor of the Administrative Agent a security interest in all of its property and assets that would constitute Collateral to the extent set forth in Section 2 of the Security Agreement with the priority set forth therein. In furtherance of the foregoing, each reference to a “Debtor” and/or “Debtors” in the Security Agreement shall be deemed to include each of the undersigned.

Section 2. Representations . Each undersigned Debtor hereby represents and warrants that this Supplement has been duly authorized, executed and delivered by it and that this Supplement and the Security Agreement constitute the legal, valid and binding obligation of each of the undersigned, enforceable against it in accordance with its terms.

Section 3. Full Force of Subsidiary Pledge and Security Agreement . Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect in accordance with its terms.

Section 4. Severability . Wherever possible each provision of this Supplement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Supplement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Supplement or the Security Agreement.

Section 5. Governing Law, Entire Agreement, etc . THIS SUPPLEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

Section 6. Counterparts . This Supplement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.

* * * * *

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered by its Authorized Representative as of the date first above written.

		[NAME OF ADDITIONAL DEBTOR]


		By:
			Name:
			Title:


		Notice Address for Debtor:




		Attention:
		Telefax:


ACCEPTED AND AGREED FOR ITSELF AND ON BEHALF OF THE SECURED PARTIES:

THE BANK OF NOVA SCOTIA


By:
	Name:
	Title:

Exhibit 10.56

EXECUTION VERSION

MASTER DISBURSEMENT AGREEMENT

among

LIDO CASINO RESORT, LLC ,

PHASE II MALL HOLDING, LLC ,

PHASE II MALL SUBSIDIARY, LLC ,

THE BANK OF NOVA SCOTIA ,

as the Bank Agent,

THE BANK OF NOVA SCOTIA ,

as the Phase II Mall Agent,

GOLDMAN SACHS CREDIT PARTNERS L.P. ,

as the Bank Arranger

and

THE BANK OF NOVA SCOTIA ,

as the Disbursement Agent

dated as of

September 30, 2004

TABLE OF CONTENTS

ARTICLE 1 – DEFINITIONS; RULES OF INTERPRETATION

1.1	Definitions
1.2	Rules of Interpretation
1.3	Conflict with a Facility Agreement

ARTICLE 2 - FUNDING

2.1	Phase II Project.
2.2	Availability of Advances.
2.3	Accounts.
2.4	Mechanics for Obtaining Advances.
2.5	Allocation of Advances.
2.6	Disbursements.
2.7	Payments of Interest and Fees
2.8	Phase II Mall Release Date Funding Procedures.
2.9	Substantial Completion Date Procedures.
2.10	Final Completion Procedures
2.11	No Approval of Work
2.12	Security

ARTICLE 3 - CONDITIONS PRECEDENT

3.1	Conditions Precedent to the Effective Date
3.2	Conditions Precedent to Equity Advances Prior to Initial Loan Advances
3.3	Conditions Precedent to Initial Mall Advance
3.4	Conditions Precedent to Initial Bank Advance
3.5	Conditions Precedent to Each Advance
3.6	No Waiver or Estoppel.
3.7	Waiver of Conditions.

ARTICLE 4 - REPRESENTATIONS AND WARRANTIES

4.1	Permits
4.2	Security Interests.
4.3	Existing Defaults
4.4	Availability of Services, Materials and Utilities
4.5	In Balance Requirement
4.6	Sufficiency of Interests and Project Documents.
4.7	Project Budget; Summary Anticipated Cost Report.
4.8	Project Schedule
4.9	Proper Subdivision

ARTICLE 5 - AFFIRMATIVE COVENANTS

5.1	Use of Proceeds; Repayment of Indebtedness.
5.2	Diligent Construction of the Phase II Project
5.3	Reports; Cooperation.
5.4	Notices
5.5	In Balance Deposits.
5.6	Indemnification; Costs and Expenses
5.7	Project Documents and Permits
5.8	Security Interest in Newly Acquired Property
5.9	Plans and Specifications
5.10	Construction Consultant.
5.11	Preserving the Project Security.
5.12	Insurance
5.13	Application of Insurance and Condemnation Proceeds
5.14	Construction within Lot Lines
5.15	Compliance with Material Project Documents
5.16	Utility Easement Modifications
5.17	Phase II Mall Recognition Agreement

ARTICLE 6 - NEGATIVE COVENANTS

6.1	Waiver, Modification and Amendment.
6.2	Scope Changes.
6.3	Project Budget and Project Schedule Amendment
6.4	Limitation on Liens
6.5	Opening
6.6	Phase II Hotel/Casino Retail Store Space
6.7	Title Insurer Escrow Agreement

ARTICLE 7 - EVENTS OF DEFAULT

7.1	Events of Default
7.2	Remedies

ARTICLE 8 - CONSULTANTS AND REPORTS

8.1	Removal and Fees
8.2	Duties

ARTICLE 9 - THE DISBURSEMENT AGENT

9.1	Appointment and Acceptance
9.2	Duties and Liabilities of the Disbursement Agent Generally.
9.3	Particular Duties and Liabilities of the Disbursement Agent.
9.4	Segregation of Funds and Property Interest
9.5	Compensation and Reimbursement of the Disbursement Agent
9.6	Qualification of the Disbursement Agent

9.7	Resignation and Removal of the Disbursement Agent
9.8	Merger or Consolidation of the Disbursement Agent
9.9	Statements; Information
9.10	Limitation of Liability
9.11	Safekeeping of Accounts.

ARTICLE 10 - MISCELLANEOUS

10.1	Addresses
10.2	Further Assurances
10.3	Delay and Waiver
10.4	Additional Security; Right to Set-Off
10.5	Entire Agreement
10.6	Governing Law
10.7	Severability
10.8	Headings
10.9	Limitation on Liability; Waiver
10.10	Waiver of Jury Trial
10.11	Consent to Jurisdiction
10.12	Successors and Assigns
10.13	Reinstatement
10.14	No Partnership; Etc.
10.15	Costs and Expenses
10.16	Agreements Among Funding Agents and Other Secured Parties
10.17	Counterparts
10.18	Confidentiality
10.19	Termination
10.20	Liability of Loan Parties.

iii

EXHIBITS

Exhibit A	Definitions

Exhibit B-1	Effective Date Certificate

Exhibit B-2	Construction Consultant’s Effective Date Certificate

Exhibit B-3	Insurance Advisor’s Effective Date Certificate

Exhibit B-4	Insurance Broker’s Certificate

Exhibit C-1	Advance Request and Certificate

Exhibit C-2	Construction Consultant’s Advance Certificate

Exhibit D	Realized Savings Certificate

Exhibit E	Project Budget/Schedule Amendment Certificate

Exhibit F	Additional Contract Certificate

Exhibit G	Contract Amendment Certificate

Exhibit H	Project Budget

Exhibit H-1	Summary Anticipated Cost Report

Exhibit H-2	Component Specific Anticipated Cost Report

Exhibit I	Project Schedule

Exhibit J	Safe Harbor Scope Changes

Exhibit K	Intentionally Omitted

Exhibit L	In Balance Certificate

Exhibit M	Schedule of Permits

Exhibit N-1	LCR Permitted Encumbrances

Exhibit N-2	Phase II Mall Subsidiary Permitted Encumbrances

Exhibit O	Insurance Requirements

Exhibit P	Schedule of Security Filings

Exhibit Q	Form of Unconditional Waiver and Release Upon Progress Payment

Exhibit Q-1	Form of Unconditional Waiver and Release Upon Final Payment

Exhibit R	Form of Conditional Waiver and Release Upon Progress Payment

Exhibit S	Form of Consent

Exhibit T-1	Description of the Phase II Site

Exhibit T-2A	Description of the Lido Air Space

Exhibit T-2B	Description of the Vagabond Air Space

Exhibit T-3	Description of the Walgreen’s Air Space

Exhibit T-4	Description of Phase II Hotel/Casino Retail Store Space

Exhibit T-5	Description of the Eligible FF&E

Exhibit T-6	Description of FF&E Component

Exhibit T-7	List of Plans and Specifications

Exhibit U	List of Contracts

Exhibit V	Form of Grant Deed

Exhibit W-1	Form of Substantial Completion Certificate

Exhibit W-2	Form of Construction Consultant’s Substantial Completion Certificate

Exhibit W-3	Form of Loan Parties’ Phase II Mall Release Certificate

Exhibit W-4	Form of Construction Consultant’s Phase II Mall Release Certificate

Exhibit W-5	Form of Phase II Hotel/Casino Opening Date Certificate

Exhibit W-6	Form of Construction Consultant’s Phase II Hotel/Casino Opening Date Certificate

Exhibit W-7	Form of Final Completion Certificate

Exhibit W-8	Form of Construction Consultant’s Final Completion Certificate

Exhibit X-1	Form of Subordination, Non-Disturbance and Attornment Agreement (Phase II Mall Air Space Lease)

Exhibit X-2	Form of Subordination, Non-Disturbance and Attornment Agreement (Master Lease)

THIS MASTER DISBURSEMENT AGREEMENT (this “ Agreement ”), dated as of September 30, 2004, is entered into by and among LIDO CASINO RESORT, LLC , a Nevada limited liability company (“ LCR ”), PHASE II MALL HOLDING, LLC , a Nevada limited liability company (“ Phase II Mall Holding ”) and PHASE II MALL SUBSIDIARY, LLC , a Delaware limited liability company (“ Phase II Mall Subsidiary ” and, together with Phase II Mall Holding, the “ Phase II Mall Borrowers ”), THE BANK OF NOVA SCOTIA , a Canadian chartered bank, as the Bank Agent, THE BANK OF NOVA SCOTIA , a Canadian chartered bank, as the Phase II Mall Agent, GOLDMAN SACHS CREDIT PARTNERS L.P., as the Bank Arranger and THE BANK OF NOVA SCOTIA , Canadian chartered bank, as the Disbursement Agent.

RECITALS

A. Existing Casino Resort . Las Vegas Sands, Inc., a Nevada corporation (“ LVSI ”), and Venetian Casino Resort, LLC, a Nevada limited liability company (“ VCR ”), own and operate the Venetian Casino Resort, a Venetian-themed hotel, casino, retail, meeting and entertainment complex with an existing total of approximately 4,000 suites, approximately 116,000 square feet of casino space and approximately 650,000 square feet of meeting and conference space, located at 3355 Las Vegas Boulevard South, Clark County, Nevada (the “ Existing Casino Resort ”).

B. Phase II Hotel/Casino . LCR (an indirect, wholly-owned subsidiary of LVSI and VCR) owns approximately 14 acres of land adjacent to the Existing Casino Resort ( as more particularly described in Exhibit T-1 , the “ Phase II Site ”). LCR intends to design, develop, construct and operate an approximately 3,000 suite hotel, a gaming facility of approximately 100,000 square feet, a multi-story parking structure and a meeting complex (collectively, the “ Phase II Hotel/Casino ”) on a portion of the Phase II Site, to be integrated with the Existing Casino Resort.

C. Phase II Mall Space . LCR and Phase II Mall Subsidiary have entered into a lease (the “ Phase II Mall Air Space Lease ”) pursuant to which LCR has agreed to lease certain air space (as more particularly described in Exhibit T-2A (the “ Lido Air Space ”) and Exhibit T-2B (the “ Vagabond Air Space ”) and, collectively with the Walgreen’s Air Space, the “ Phase II Mall Air Space ”) within the Phase II Site and provide certain easements over the Phase II Site to Phase II Mall Subsidiary. As provided in this Agreement, the parties intend that the Phase II Mall Air Space will be converted into one or more separate legal parcels and conveyed in fee to Phase II Mall Subsidiary on the terms and conditions set forth herein and in the Phase II Mall Air Space Lease. LCR has also leased from CAP II – Buccaneer, LLC, a New Mexico limited liability company (“ CAP ”), certain air space above the contemplated Walgreen’s store located adjacent to the Phase II Site ( as more particularly described in Exhibit T-3 , the “ Walgreen’s Air Space ”) pursuant to the terms of the Walgreen’s Lease. LCR has assigned all of its right, title and interest in, to and under the Walgreen’s Lease to Phase II Mall Subsidiary. On or prior to the Phase II Mall Release Date, LCR will also lease to Phase II Mall Subsidiary, pursuant to the terms of the Master Lease, certain retail store space located in the Phase II Hotel/Casino (such location, as more particularly described in Exhibit T-4 , the “ Phase II Hotel/Casino Retail Store Space ”). The Phase II Hotel/Casino Retail Store Space, the Phase II Mall Air Space and the Walgreen’s Air Space are collectively referred to as the “ Phase II Mall Space .”

D. Phase II Mall . Phase II Mall Subsidiary (a direct, wholly-owned subsidiary of Phase II Mall Holding and an indirect, wholly-owned subsidiary of VCR) is currently the lessee of the Phase II Mall Air Space (and will become the owner of such space in accordance with the terms of the Phase II Mall Air Space Lease) and the Walgreen’s Air Space and, after the entering into of the Master Lease, will be the lessee of the Phase II Hotel/Casino Retail Store Space. LCR entered into the Phase II Mall Purchase Agreement with GGP Limited Partnership, a Delaware limited partnership (the “ Phase II Mall Buyer ”), pursuant to which LCR has agreed to design and construct the Phase II Mall in the Phase II Mall Space. Pursuant to the Phase II Mall PA Assignment Agreement, (i) LCR has assigned and Phase II Mall Holding has assumed the Phase II Mall Purchase Agreement (subject to the reservation of certain defense rights thereunder which are to be shared by LCR and Phase II Mall Holding), (ii) LCR remains liable for payment and performance of the obligations by Phase II Mall Holding under the Phase II Mall Purchase Agreement and (iii) in accordance therewith, LCR and the Phase II Mall Holding are obligated to construct the Phase II Mall Improvements, including the Common Elements and the Demising Walls in accordance with the Phase II Mall Purchase Agreement. Upon satisfaction or waiver of the Phase II Mall Buyer Closing Conditions and payment by Phase II Mall Buyer of the required Purchase Price, Phase II Mall Holding will sell, transfer and convey 100% of the membership interests in Phase II Mall Subsidiary to Phase II Mall Buyer for the consideration set forth in the Phase II Mall Purchase Agreement.

E. Bank Credit Agreement . LVSI, VCR, the Bank Agent, Goldman Sachs Credit Partners L.P., as Bank Arranger, and the Bank Lenders have entered into the Bank Credit Agreement, pursuant to which the Bank Lenders have agreed, subject to the terms thereof and hereof, to provide certain credit facilities to LVSI and VCR, jointly and severally, in an aggregate amount not to exceed $1,010,000,000, consisting of (i) a five-year $125,000,000 revolving credit facility (the “ Revolving Credit Facility ”), (ii) a five-year $115,000,000 delayed-draw term loan facility (the “ Term A Facility ”), (iii) a seven-year $665,000,000 term loan facility (the “ Term B Funded Facility ”), and (iv) a seven-year $105,000,000 delayed-draw term loan facility (the “ Term B Delayed Draw Facility ” and, together with the Term B Funded Facility, the “ Term B Facility ,” and, together with the Term A Facility, the “ Term Loan Facilities ” and, together with the Revolving Credit Facility, the “ Bank Facilities ”). The Bank Facilities will be used, among other things, to finance a portion of the development and construction costs of the Phase II Hotel/Casino and for certain other purposes, all as more particularly described herein and therein. LCR and certain other subsidiaries of LVSI and VCR have, pursuant to the Bank Subsidiary Guaranty, guaranteed LVSI’s and VCR’s obligations under the Bank Credit Agreement.

F. Phase II Mall Construction Loan Agreement . The Phase II Mall Borrowers, the Phase II Mall Agent, the Phase II Mall Lenders, and the other agents and arrangers party thereto have entered into the Phase II Mall Construction Loan Agreement, pursuant to which the Phase II Mall Lenders have agreed, subject to the terms thereof and hereof, to provide certain loans to the Phase II Mall Borrowers, in the principal amount of $250,000,000 (the “ Phase II Mall Construction Loan ”), to finance a portion of the development and construction costs of the Phase II Mall and for certain other purposes, as more particularly described therein and herein.

G. Phase II Mall Contribution . Substantially concurrently herewith, VCR and Phase II Mall Subsidiary are executing and delivering an intercompany loan note, pursuant to which VCR

has made a loan in the principal amount of $25,371,098 to the Phase II Mall Borrowers (the “ Phase II Mall Intercompany Loan ”), the proceeds of which will be applied by the Phase II Mall Borrowers to finance a portion of the development and construction costs of the Phase II Mall and for certain other purposes, as more particularly described herein and therein.

H. Purpose . LCR is not a party to the Phase II Mall Construction Loan Agreement and LCR has no obligations thereunder to the Phase II Mall Lenders and the other Persons party thereto and the Phase II Mall Lenders and the other Persons party thereto have no obligations to LCR thereunder. The Phase II Mall Borrowers are not parties to the Bank Credit Agreement and they have no obligations to the Bank Lenders or any other Persons party thereto and the Bank Lenders and the other Persons party thereto have no obligations to the Bank Lenders thereunder. Nonetheless, the parties hereto have deemed it to be administratively convenient, in order to expedite construction of the Phase II Project, including the procedures for the disbursement of funds related to the development and construction of the Phase II Hotel/Casino and the Phase II Mall, to enter into this Agreement and set forth, among other things (a) the mechanics for and allocation of Advances for Project Costs under the Bank Facilities and the Phase II Mall Construction Loan and from the Bank Proceeds Account, the Phase II Mall Loan Proceeds Account, the Phase II Hotel/Casino Equity Account, the Phase II Mall Equity Account, the Supplemental Hotel/Casino Cash Account, the Free Cash Flow Sub-Account and the Supplemental Mall Cash Account, (b) certain conditions precedent to the Effective Date, (c) certain conditions precedent to the initial Advance and each subsequent Advance for Project Costs under each of the Bank Facilities and the Phase II Mall Construction Loan, (d) certain representations, warranties and covenants of LCR and the Phase II Mall Borrowers, and (e) certain events of default and remedies for each of the Bank Facilities and the Phase II Mall Construction Loan.

AGREEMENT

NOW, THEREFORE, in consideration of the agreements herein and in the other Financing Agreements, and in reliance on the representations and warranties set forth herein and therein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1 – DEFINITIONS; RULES OF INTERPRETATION

1.1 Definitions . Except as otherwise expressly provided herein, capitalized terms used in this Agreement and its exhibits shall have the meanings given in Exhibit A . To the extent such terms are defined by reference to the Financing Agreements, such terms shall continue to have their original definitions notwithstanding any termination, expiration or amendment of such agreements unless each of the parties hereto is a signatory to any such amendment (or otherwise agrees in writing to any applicable changed definition), in which case all references herein shall be to such terms or provisions as so amended.

1.2 Rules of Interpretation . Except as otherwise expressly provided herein, the rules of interpretation set forth in Exhibit A shall apply to this Agreement.

1.3 Conflict with a Facility Agreement . This Agreement and each of the Facility Agreements are intended to cover the respective matters specifically set forth therein. In the case of any express conflict between the terms of this Agreement and the terms of any Facility Agreement with respect to conditions precedent to each Advance set forth herein, the terms of this Agreement shall control; provided, however, the parties hereto recognize that each of the Facilities Agreements may include additional conditions not set forth herein which must be satisfied before an Advance is made. LCR and the Phase II Mall Borrowers shall each be required to comply with each representation, warranty and covenant set forth in this Agreement and each Facility Agreement such that if this Agreement has a more restrictive representation, warranty, covenant or default provision than the Facility Agreements, or vice versa, LCR or the Phase II Mall Borrowers, as applicable, shall be required to comply with the more restrictive provision regardless of the existence of a less restrictive provision in the other.

ARTICLE 2 - FUNDING

2.1 Phase II Project .

2.1.1 Project Construction . The parties acknowledge and agree that the Phase II Hotel/Casino shall be constructed within the Phase II Site using funds of LCR (whether such funds are derived from loan proceeds or other amounts received by LCR) and the Phase II Mall shall be constructed within the Phase II Mall Space using funds of Phase II Mall Subsidiary (whether such funds are derived from loan proceeds or other amounts received by Phase II Mall Subsidiary). Pursuant to the Phase II Mall PA Assignment Agreement, LCR has agreed to enter into Contracts for the construction of the Phase II Mall for Phase II Mall Subsidiary in accordance with the Phase II Mall Purchase Agreement. Accordingly, LCR shall enter into all Contracts for the design, development and construction of the Phase II Project. To the extent that any such Contracts provide for the design, development or construction of the Phase II Mall, the following shall apply:

(a) all decisions with respect to the design, development and construction of the Phase II Mall shall be taken by mutual agreement of LCR and Phase II Mall Subsidiary, subject to their respective obligations under the Facility Agreements and the Phase II Mall Purchase Agreement. Without limiting the generality of the foregoing, (i) by executing this Agreement, Phase II Mall Subsidiary hereby approves the Contracts entered into by LCR in connection with the design, construction and development of the Phase II Mall, (ii) all Contracts entered into after the date hereof that provide for the design, development or construction of the Phase II Mall shall be mutually approved by LCR and Phase II Mall Subsidiary, (iii) any amendments or modifications to the foregoing Contracts, to the extent they affect the Phase II Mall, shall be mutually approved by LCR and Phase II Mall Subsidiary, (iv) all Plans and Specifications with respect to the Phase II Mall shall be mutually approved by LCR and Phase II Mall Subsidiary and (v) the Project Budget and Project Schedule (including any amendments thereof) with respect to the construction of the Phase II Mall shall be mutually approved by LCR and Phase II Mall Subsidiary (with respect to the foregoing clauses (ii), (iii), (iv) and (v), all such approvals by LCR and Phase II Mall Subsidiary shall be subject to their respective obligations under the Facility Agreements and this Agreement). The foregoing approvals shall be evidenced by the joint execution by LCR and Phase II Mall Subsidiary

of the various certificates contemplated hereunder (such as, without limitation, each Project Budget/Schedule Amendment Certificate, Additional Contract Certificate and Contract Amendment Certificate).

(b) Phase II Mall Subsidiary shall approve all Project Costs expended in respect of the Phase II Mall, and shall pay such costs and/or provide funds to LCR to pay such costs (including from funds made available by the Lenders hereunder). Such approval shall be evidenced by Phase II Mall Subsidiary’s execution of each Advance Request hereunder.

(c) The Project Budget and each Anticipated Cost Report shall allocate the Project Costs contemplated thereunder between the Phase II Hotel/Casino and the Phase II Mall. LCR shall be solely and exclusively responsible for Project Costs allocated to the Phase II Hotel/Casino, including all costs overruns and unanticipated costs related thereto and the Phase II Mall Borrowers shall be solely and exclusively responsible for Project Costs allocated to the Phase II Mall, including all costs overruns and unanticipated costs related thereto. In no event shall the Phase II Mall Borrowers be responsible for Project Costs allocated to the Phase II Hotel/Casino nor shall LCR be responsible for Project Costs allocated to the Phase II Mall.

(d) LCR does not guarantee nor shall LCR be responsible in any way for, the performance, or lack of performance, by any Contractor or other service provider with respect to the Phase II Mall; provided that LCR shall not be released from any liability due to its own breach of any Contract, so long as (i) such breach does not arise from the failure by any Phase II Mall Borrower to pay its allocated portion of Project Costs in respect of such Contract as contemplated herein or (ii) to the extent that any actions taken by LCR under such Contract that resulted in such breach were not objected to by the Phase II Mall Subsidiary. Similarly, Phase II Mall Subsidiary does not guarantee nor shall Phase II Mall Subsidiary be responsible in any way for, the performance, or lack of performance, by any Contractor or other service provider with respect to the Phase II Hotel/Casino; provided that the Phase II Mall Subsidiary shall not be released from any liability due to its failure to pay its allocated portion of Project Costs under any Contract.

2.1.2 Representations Regarding Project Status . The parties hereto acknowledge that construction of the Phase II Project commenced prior to the Effective Date and that, in connection therewith, LCR has entered into certain Contracts (including the Construction Management Agreement), engaged certain Contractors, and incurred and paid for certain Project Costs. In order to account for such construction activity for purposes of the funding procedures and mechanics set forth herein, LCR and the Phase II Mall Borrowers have each certified and made certain representations in the Effective Date Certificate as to various facts pertaining to the status of the Phase II Project, including, without limitation, the work performed, the Project Documents entered into, the Project Costs incurred as of such date, the Project Budget and the Project Schedule. Such certifications and representations of LCR and the Phase II Mall Borrowers have been confirmed by the Construction Consultant to the extent set forth in the Construction Consultant’s Effective Date Certificate.

2.2 Availability of Advances .

2.2.1 Generally . The Bank Lenders severally, and not jointly, shall make Advances under the Bank Facilities to LVSI and VCR in accordance with the Bank Credit Agreement and the applicable terms of this Agreement (which funds will be contributed indirectly by LVSI and VCR to LCR which, in turn, will use such funds to pay Project Costs allocated pursuant to the Project Budget to the Phase II Hotel/Casino). The Phase II Mall Lenders severally, and not jointly, shall make Advances of the Phase II Mall Construction Loan to the Phase II Mall Borrowers in accordance with the Phase II Mall Construction Loan Agreement and the applicable terms of this Agreement, which funds will be used to pay Project Costs allocated to the Phase II Mall in accordance with the Project Budget.

2.2.2 Availability . Subject to the satisfaction of all applicable conditions precedent listed in Article 3 and the other terms and provisions of this Agreement, Advances under the Facilities and from the Accounts shall be made during the Availability Period. Advances shall be made no more frequently than twice in any 30-day period; provided that (a) payments to any given Contractor or Subcontractor may not be made more frequently than once in any 30-day period and (b) the advances and transfers of funds contemplated in Sections 2.8 and 2.9 shall be disregarded for purposes of this sentence.

2.2.3 FF&E Financings; Working Capital .

(a) Funding Mechanics for FF&E Component Costs . The parties hereto acknowledge that financing of certain costs of acquisition and installation of the items comprising the FF&E Component will, subject to Sections 2.2.3(b) and 2.5.1(d) , be made available to LCR through the FF&E Financings (or through equity contributions made to LCR) and that advances of funds under the FF&E Financings will not be made pursuant to this Agreement but, instead, will be made pursuant to separate agreements entered into between LCR and the providers of such financings. In order to account for such funding commitments for purposes of tracking the progress and status of the Phase II Project hereunder, including the amount of Available Phase II Hotel/Casino Funds from time to time, (i) it is contemplated that the providers of certain FF&E Financings will agree, pursuant to the FF&E Funding Providers’ Intercreditor Agreements to, among other things, notify the Disbursement Agent from time to time (and in any event upon the written request of the Disbursement Agent or the Construction Consultant) of the amounts drawn and amounts available to be drawn under such FF&E Financings (including interest or fees due or payable thereunder), (ii) LCR has represented that the Project Budget, Project Schedule and Plans and Specifications include and reflect the work to be performed in connection with the FF&E Component, (iii) the Advance Requests to be submitted hereunder require LCR to, among other things, certify as to the Project Costs incurred and work from time to time performed in connection with the FF&E Component, and (iv) the Construction Consultant has and will confirm LCR’s certifications and representations to the extent set forth in the Construction Consultant’s Effective Date Certificate and in the other certificates to be submitted by the Construction Consultant hereunder from time to time.

(b) Temporary Funding of FF&E Component Costs . The parties hereto further acknowledge that certain FF&E Financings may provide that LCR may not obtain draws thereunder until delivery to the Phase II Site of the FF&E Component items financed

thereby. In order to fund costs related to the FF&E Component until draws are permitted under such FF&E Financings, LCR may make draws on the Phase II Hotel/Casino Funding Sources, up to an aggregate amount of Fifty Million Dollars ($50,000,000). Upon obtaining proceeds of draws under the FF&E Financings in respect of FF&E Component items the purchase of which was financed, in whole or in part, with Phase II Hotel/Casino Funding Sources, LCR shall (i) first, to the extent such items were financed by withdrawing funds from the Bank Proceeds Account, cause such proceeds to be deposited in the Bank Proceeds Account, and (ii) second, after making the deposit referenced in clause (i), to the extent such items were financed by withdrawing funds from the Phase II Hotel/Casino Equity Account, cause the remaining proceeds to be deposited in the Phase II Hotel/Casino Equity Account. Each of the Disbursement Agent and the Bank Agent shall promptly notify the other upon receipt of notices of any draws under the FF&E Financings or acquisitions or placing of purchase orders on FF&E Component items.

(c) Bank Revolving Credit Agreement . The Bank Credit Agreement provides LVSI and VCR with a Revolving Credit Facility to finance working capital, other corporate purposes and, to the extent amounts are available to be drawn thereunder (and subject to the limitations set forth in the Bank Credit Agreement), Project Costs allocable to the Phase II Hotel/Casino. Such Revolving Credit Facility (other than Project Cost Revolving Loans) will be made available to LVSI and VCR in accordance with the terms of the Bank Credit Agreement and shall not be governed by the terms of this Agreement. In order to account for the funding commitment under the Revolving Credit Facility for purposes of tracking the progress and status of the Phase II Project hereunder, including the amount of Available Phase II Hotel/Casino Funds from time to time, (i) the Bank Agent agrees to notify the Disbursement Agent from time to time of the amounts drawn and amounts available to be drawn under the Revolving Credit Facility in respect of such working capital and (ii) the Advance Requests to be submitted hereunder require LCR, LVSI and VCR to, among other things, certify as to amounts from time to time drawn and available to be drawn under the Revolving Credit Facility.

2.3 Accounts .

2.3.1 Phase II Hotel/Casino Equity Account . On or prior to the Effective Date, there shall be established the Phase II Hotel/Casino Equity Account pursuant to (and subject to the provisions of) the Bank Collateral Account Agreement. There shall be deposited in the Phase II Hotel/Casino Equity Account all cash amounts described in Sections 2.8(d) , 3.2 and 3.4.2 and certain amounts required pursuant to Section 5.5.1 . As more particularly provided in Section 5.1.1 , there shall be deposited in the Phase II Hotel/Casino Equity Account certain amounts received by LCR in respect of liquidated or other damages under the Construction Management Agreement and the Contracts, in each case, prior to the Final Completion Date. As more particularly provided in Section 2.2.3(b) , there shall also be deposited in the Phase II Hotel/Casino Equity Account the proceeds of draws under the FF&E Financings to the extent, if any, such draws relate to FF&E Component items the purchase of which was financed, in whole or in part, by withdrawing funds from the Phase II Hotel/Casino Equity Account. There shall also be deposited in the Phase II Hotel/Casino Equity Account all Loss Proceeds with respect to the Phase II Hotel/Casino received by LCR, the Disbursement Agent or any other Person as required pursuant to Section 5.13 . Subject to the provisions of the Bank Collateral Account Agreement, amounts on deposit in the Phase II Hotel/Casino Equity Account shall, from time to

time, (a) be transferred to the Disbursement Account for application to pay Project Costs in accordance with Section 2.4.3(a) and/or (b) applied to prepayment of the Bank Facility Obligations in accordance with Section 5.13 , and, on the Final Completion Date, applied as provided in Section 2.10 . Investment income from Permitted Investments on amounts on deposit in the Phase II Hotel/Casino Equity Account shall be deposited at all times therein until applied to the payment of Project Costs or application in accordance with Section 2.10 . In no event whatsoever shall the Phase II Mall Borrowers have any rights in the Phase II Hotel/Casino Equity Account or to amounts deposited therein.

2.3.2 Phase II Mall Equity Account . On or prior to the Effective Date, there shall be established the Phase II Mall Equity Account pursuant to (and subject to the provisions of) the Phase II Mall Collateral Account Agreement. There shall be deposited in the Phase II Mall Equity Account all cash amounts described in Sections 3.2 and 3.3.2 and certain amounts required pursuant to Section 5.5.1 . As more particularly provided in Section 5.1.1 , there shall be deposited in the Phase II Mall Equity Account certain amounts received by LCR in respect of liquidated or other damages under the Construction Management Agreement and the Contracts, in each case, prior to the Final Completion Date. There shall also be deposited in the Phase II Mall Equity Account all Loss Proceeds with respect to the Phase II Mall received by Phase II Mall Subsidiary, the Disbursement Agent or any other Person as required pursuant to Section 5.13 . Subject to the provisions of the Phase II Mall Collateral Account Agreement, amounts on deposit in the Phase II Mall Equity Account shall, from time to time, (a) be transferred to the Disbursement Account for application to pay Project Costs in accordance with Section 2.4.3(a) and/or (b) applied to prepayment of the Phase II Mall Construction Loan Obligations in accordance with Section 5.13 , and, on the Phase II Mall Release Date, applied as provided in Section 2.8(d) . Investment income from Permitted Investments on amounts on deposit in the Phase II Mall Equity Account shall be deposited at all times therein until applied to the payment of Project Costs or application in accordance with Section 2.8(d) . In no event whatsoever shall LCR have any rights in the Phase II Mall Equity Account or to amounts deposited therein.

2.3.3 Bank Proceeds Account . On or prior to the Effective Date, there shall be established the Bank Proceeds Account pursuant to (and subject to the provisions of) the Bank Collateral Account Agreement. There shall be deposited in the Bank Proceeds Account (a) the funds advanced from time to time by the Bank Lenders in accordance with Sections 2.1.A and 2.1.B of the Bank Credit Agreement under the Term Loan Facilities to pay a portion of the Project Costs for the Phase II Hotel/Casino, including the amounts which may be borrowed on the “Term A Loan Commitment Termination Date” and the “Term B Delayed Draw Loan Commitment Termination Date” (as each such term is defined in the Bank Credit Agreement) pursuant to the second to last paragraph of Section 2.1.B of the Bank Credit Agreement, (b) the funds transferred from the “Holding Account” pursuant to the “Holding Account Agreement” (as each such term is defined in the Bank Credit Agreement), (c) the funds which are advanced by the Bank Lenders to the Disbursement Account or which are transferred from the Bank Proceeds Account to the Disbursement Account but, in each case, are not used by the day following the day on which they are deposited in accordance with Section 2.3.5 and (d) the proceeds of draws under the FF&E Financings to the extent, if any, such draws relate to FF&E Component items the purchase of which was financed, in whole or in part, by withdrawing funds from the Bank Proceeds Account in accordance with Section 2.3.3(c) . Subject to the provisions of the Bank

Collateral Account Agreement, amounts on deposit in the Bank Proceeds Account shall, from time to time, be transferred to the Disbursement Account in accordance with Section 2.4.3(a) . On the Final Completion Date, funds remaining in the Bank Proceeds Account shall be applied as provided in Section 2.10 . Investment income from amounts on deposit in the Bank Proceeds Account shall be deposited at all times therein until applied to the payment of Project Costs or application in accordance with Section 2.10 . In no event whatsoever shall the Phase II Mall Borrowers have any rights in the Bank Proceeds Account or to amounts deposited therein.

2.3.4 Phase II Mall Loan Proceeds Account . On or prior to the Effective Date, there shall be established the Phase II Mall Loan Proceeds Account pursuant to (and subject to the provisions of) the Phase II Mall Collateral Account Agreement. There shall be deposited in the Phase II Mall Loan Proceeds Account the funds which are advanced by the Phase II Mall Lenders or transferred from the Phase II Mall Loan Proceeds Account to the Disbursement Account but not used on the day deposited in accordance with Section 2.3.5 (except for funds to be subsequently applied pursuant to Sections 2.6.2 and 2.7 ). Subject to the provisions of the Phase II Mall Collateral Account Agreement, amounts on deposit in the Phase II Mall Loan Proceeds Account shall, from time to time be transferred to the Disbursement Account in accordance with Section 2.5.3 for application to pay Project Costs in accordance with Section 2.4.3(a) and, on the Phase II Mall Release Date, be applied as provided in Section 2.8(d)(i) . Investment income from amounts on deposit in the Phase II Mall Loan Proceeds Account shall be deposited at all times therein until applied to the payment of Project Costs or application in accordance with Section 2.8(d)(i) . In no event whatsoever shall LCR have any rights in the Phase II Mall Loan Proceeds Account or to amounts deposited therein.

2.3.5 Disbursement Account . On or prior to the Effective Date, there shall be established the Disbursement Account pursuant to (and subject to the provisions of) the Bank Collateral Account Agreement and the Phase II Mall Collateral Account Agreement. Prior to the Initial Bank Advance Date, there shall be deposited in the Disbursement Account certain cash amounts as described in Section 3.2 . On each Advance Date, funds shall be withdrawn from the appropriate Accounts and deposited in the Disbursement Account in accordance with Section 2.4.3(a ). There shall also be deposited on each Advance Date the proceeds of Project Cost Revolving Loans and Term Loans advanced by the Bank Lenders and the funds which are advanced by the Phase II Mall Lenders on such Advance Date in accordance with Section 2.4.3(a ). Subject to the provisions of the Bank Collateral Account Agreement and the Phase II Mall Collateral Account Agreement, as applicable, amounts on deposit in the Disbursement Account shall be transferred, as applicable, to the appropriate Accounts and/or the Lien Protection Account and/or applied to pay Project Costs in accordance with Section 2.6 . On the Final Completion Date, funds remaining in the Disbursement Account shall be applied as provided in Section 2.10 . The deposit of funds into the Disbursement Account shall not create, vest in, or give LCR or the Phase II Mall Borrowers any rights to such funds, and (until application in accordance with Section 2.10 ) neither of them shall have any right to draw, obtain the release or otherwise use such funds until (x) the requirements of Section 2.4 have been satisfied and (y) the applicable conditions set forth in Article 3 have been satisfied or waived in accordance with the terms hereof. In the event that any funds deposited in the Disbursement Account are, for any reason, not withdrawn therefrom pursuant to Section 2.6 by the day following the day on which they are deposited (except for funds to be subsequently applied pursuant to Sections 2.6.2 and 2.6.3 and, prior to the Initial Bank Advance Date, funds deposited

pursuant to Section 3.2 ), such funds shall, on the next day, be withdrawn from the Disbursement Account and (i) in the case of funds advanced by the Bank Lenders or withdrawn from the Bank Proceeds Account, be deposited in the Bank Proceeds Account, (ii) in the case of funds advanced by the Phase II Mall Lenders or withdrawn from the Phase II Mall Loan Proceeds Account, be deposited in the Phase II Mall Loan Proceeds Account, and (iii) in the case of funds withdrawn from the Phase II Hotel/Casino Equity Account, the Phase II Mall Equity Account, the Supplemental Hotel/Casino Cash Account, the Supplemental Mall Cash Account or the Free Cash Flow Sub-Account, returned to such Account. Any interest which may accrue on amounts deposited in the Disbursement Account shall (A) with respect to funds advanced by the Bank Lenders or withdrawn from the Phase II Hotel/Casino Equity Account, the Supplemental Hotel/Casino Cash Account, the Free Cash Flow Sub-Account or the Bank Proceeds Account, be deposited in the Phase II Hotel/Casino Equity Account and (B) with respect to funds advanced by the Phase II Mall Lenders or withdrawn from the Phase II Mall Equity Account, the Phase II Mall Loan Proceeds Account or the Supplemental Mall Cash Account , be deposited in the Phase II Mall Equity Account, in each case until applied as herein provided.

2.3.6 Phase II Hotel/Casino Cash Management Account . On or prior to the Effective Date, there shall be established the Phase II Hotel/Casino Cash Management Account pursuant to (and subject to the provisions of) the Bank Collateral Account Agreement. Prior to the Initial Bank Advance Date, there shall be deposited from time to time in the Phase II Hotel/Casino Cash Management Account all cash amounts described in Section 3.2 . On the Initial Bank Advance Date (or as promptly as practicable thereafter), subject to the satisfaction of all conditions hereunder by LCR and the Phase II Mall Borrowers with respect to Advances, sufficient funds (as described in the applicable Advance Request) shall be withdrawn from the Phase II Hotel/Casino Funding Sources and deposited in the Phase II Hotel/Casino Cash Management Account such that the amount then on deposit in the Phase II Hotel/Casino Cash Management Account shall equal Six Million Five Hundred Thousand Dollars ($6,500,000). Subject to the provisions of the Bank Collateral Account Agreement, LCR shall be permitted from time to time to draw checks on and otherwise withdraw amounts on deposit in the Phase II Hotel/Casino Cash Management Account to pay due and payable Project Costs allocated to the Phase II Hotel/Casino in accordance with the terms of this Agreement. LCR shall be permitted from time to time to replace amounts drawn from the Phase II Hotel/Casino Cash Management Account pursuant to this Section 2.3.6 (i) prior to the Initial Bank Advance Date, by depositing equity funds therein, and (ii) from and after the Initial Bank Advance Date, by including a request to such effect in Advance Requests submitted in accordance with Sections 2.4 and 2.5 . On the Final Completion Date, funds remaining in the Phase II Hotel/Casino Cash Management Account shall be applied as provided in Section 2.10 . Investment income from Permitted Investments on amounts on deposit in the Phase II Hotel/Casino Cash Management Account shall be deposited at all times therein until applied to the payment of Project Costs or application in accordance with Section 2.10 . In no event whatsoever shall the Phase II Mall Borrowers have any rights in the Phase II Hotel/Casino Cash Management Account or to amounts deposited therein.

2.3.7 Phase II Mall Cash Management Account . On or prior to the Effective Date, there shall be established the Phase II Mall Cash Management Account pursuant to (and subject to the provisions of) the Phase II Mall Collateral Account Agreement. Prior to the Initial Mall Advance Date, there shall be deposited from time to time in the Phase II Mall Cash

Management Account certain cash amounts described in Section 3.2 . On the Initial Mall Advance Date (or as promptly as practicable thereafter) , subject to the satisfaction of all conditions hereunder by LCR and the Phase II Mall Borrowers with respect to Advances, sufficient funds (as described in the applicable Advance Request) shall be withdrawn from the Phase II Mall Funding Sources and deposited in the Phase II Mall Cash Management Account such that the amount then on deposit in the Phase II Mall Cash Management Account shall equal Two Million Five Hundred Thousand Dollars ($2,500,000). Subject to the provisions of the Phase II Mall Collateral Account Agreement, the Phase II Mall Borrowers shall be permitted from time to time to draw checks on and otherwise withdraw amounts on deposit in the Phase II Mall Cash Management Account to pay due and payable Project Costs allocated to the Phase II Mall in accordance with the terms hereof (which payments may be made by the Phase II Mall Borrowers to LCR to pay for Project Costs allocable to Phase II Mall. The Phase II Mall Borrowers shall be permitted from time to time to replace amounts drawn from the Phase II Mall Cash Management Account pursuant to this Section 2.3.7 (i) prior to the Initial Mall Advance Date, by depositing equity funds therein, and (ii) from and after the Initial Mall Advance Date, by including a request to such effect in Advance Requests submitted in accordance with Sections 2.4 and 2.5 . On the Phase II Mall Release Date, funds remaining in the Phase II Mall Cash Management Account shall be applied as provided in Section 2.8(d) . Investment income from Permitted Investments on amounts on deposit in the Phase II Mall Cash Management Account shall be deposited at all times therein until applied to the payment of Project Costs or application in accordance with Section 2.8(d) . In no event whatsoever shall LCR have any rights in the Phase II Mall Cash Management Account or to amounts deposited therein.

2.3.8 Supplemental Hotel/Casino Cash Account . On or prior to the Effective Date, there shall be established the Supplemental Hotel/Casino Cash Account pursuant to (and subject to the provisions of) the Bank Collateral Account Agreement and, within the Supplemental Hotel/Casino Cash Account, the Free Cash Flow Sub-Account. There shall be deposited into the Supplemental Hotel/Casino Cash Account and the Free Cash Flow Sub-Account certain cash amounts described in Sections 5.5.1 and 5.5.2 . From time to time, LCR may submit an In Balance Certificate to the Disbursement Agent, certifying that the Phase II Project is, and after the withdrawal of a specified amount of funds on deposit in the Supplemental Hotel/Casino Cash Account or the Free Cash Flow Sub-Account (the “ Excess Funds ”) will be, In Balance (without giving effect to any Free Cash Flow Credit Amounts that have not been deposited into the Free Cash Flow Sub-Account). The Disbursement Agent and the Construction Consultant shall review the In Balance Certificate. In the event that the Disbursement Agent or the Construction Consultant discovers any mathematical or other minor errors in the In Balance Certificate or otherwise disagree with the certifications and calculations set forth therein, they shall promptly notify LCR. Within five (5) days after its receipt of the In Balance Certificate, provided the Construction Consultant reasonably agrees with the certifications of LCR set forth therein, the Construction Consultant shall sign the acknowledgment of the Construction Consultant at the bottom of the In Balance Certificate and deliver the same to the Disbursement Agent. Upon receipt by the Disbursement Agent of the acknowledgment of the Construction Consultant approving the In Balance Certificate, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Disbursement Agent shall, subject to its own approval of the certifications of LCR set forth therein and subject to the provisions of the Bank Collateral Account Agreement, transfer an amount equal to the Excess Funds to an account or accounts identified by LCR in such In

Balance Certificate. On the Final Completion Date, funds on deposit in the Supplemental Hotel/Casino Cash Account and the Free Cash Flow Sub-Account shall be applied as provided in Section 2.10 . Investment income from Permitted Investments on amounts on deposit in the Supplemental Hotel/Casino Cash Account and the Free Cash Flow Sub-Account shall be deposited at all times therein until applied in accordance with Section 2.10 . In no event whatsoever shall the Phase II Mall Borrowers have any rights in the Supplemental Hotel/Casino Cash Account or to amounts deposited therein.

2.3.9 Supplemental Mall Cash Account . On or prior to the Effective Date, there shall be established the Supplemental Mall Cash Account pursuant to (and subject to the provisions of) the Phase II Mall Collateral Account Agreement. There shall be deposited into the Supplemental Mall Cash Account certain cash amounts described in Section 5.5.1 . From time to time the Phase II Mall Borrowers may submit an In Balance Certificate to the Disbursement Agent, certifying that the Phase II Project is, and after the withdrawal of a specified amount of funds on deposit in the Supplemental Mall Cash Account (the “ Excess Mall Funds ”) will be, In Balance (without giving effect to any Free Cash Flow Credit Amounts that have not been deposited into the Free Cash Flow Sub-Account). The Disbursement Agent and the Construction Consultant shall review the In Balance Certificate. In the event that the Disbursement Agent or the Construction Consultant discovers any mathematical or other minor errors in the In Balance Certificate or otherwise disagree with the certifications and calculations set forth therein, they shall promptly notify the Phase II Mall Borrowers. Within five (5) days after its receipt of the In Balance Certificate, provided the Construction Consultant reasonably agrees with the certifications of the Phase II Mall Borrowers set forth therein, the Construction Consultant shall sign the acknowledgment of the Construction Consultant at the bottom of the In Balance Certificate and deliver the same to the Disbursement Agent. Upon receipt by the Disbursement Agent of the acknowledgment of the Construction Consultant approving the In Balance Certificate, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Disbursement Agent shall, subject to its own approval of the certifications of the Phase II Mall Borrowers set forth therein and subject to the provisions of the Phase II Mall Collateral Account Agreement, transfer an amount equal to the Excess Mall Funds to an account or accounts identified by the Phase II Mall Borrowers in such In Balance Certificate. On the Phase II Mall Release Date, funds remaining in the Phase II Mall Cash Management Account shall be applied as provided in Section 2.8(d) . Investment income from Permitted Investments on amounts on deposit in the Supplemental Mall Cash Account shall be deposited at all times therein until applied to the payment of Project Costs or application in accordance with Section 2.8(d) . In no event whatsoever shall LCR have any rights in the Supplemental Mall Cash Account or to amounts deposited therein.

2.4 Mechanics for Obtaining Advances .

2.4.1 Advance Requests .

(a) Subject to Section 2.2.2 , LCR and the Phase II Mall Borrowers shall have the right to, from time to time, deliver to the Disbursement Agent and the Construction Consultant an Advance Request, which shall be countersigned by LVSI and VCR, containing all exhibits, attachments and certificates required thereby (other than the Construction Consultant’s Certificate), all appropriately completed and duly executed,

requesting that an Advance be made on or after the tenth (10 ^th ) day (but in any event no less than the seventh (7 ^th ) Banking Day) after delivery of such Advance Request.

(b) Each Advance Request delivered by LCR and the Phase II Mall Borrowers pursuant to subsection (a) above shall (i) request Advances from the Phase II Mall Funding Sources in order (A) to pay Project Costs with respect to the Phase II Mall, (B) to pay Debt Service under the Phase II Mall Construction Loan which will become due and payable on or within 30 days after the requested Advance Date and (C) replenish funds in the Phase II Mall Cash Management Account (or, with respect to the Initial Mall Advance, the Phase II Mall Borrowers shall request that sufficient funds be deposited in the Phase II Mall Cash Management Account such that the aggregate amount then on deposit in such account equals $2,500,000) and (ii) request Advances from the Phase II Hotel/Casino Funding Sources to (A) pay Project Costs with respect to the Phase II Hotel/Casino (including deposits for FF&E Component items pursuant to Section 2.2.3(b)) estimated to become due and payable on or prior to the requested Advance Date, (B) request that a Letter of Credit be issued under the Bank Facilities to provide credit support for Project Costs and/or (C) replenish funds in the Phase II Hotel/Casino Cash Management Account (or, with respect to the Initial Bank Advance, LCR shall request that sufficient funds be deposited in the Phase II Hotel/Casino Cash Management Account such that the aggregate amount then on deposit in such account equals $6,500,000). Each such Advance Request shall include an estimated cash flow for the requested Advance broken down by Contractor, Subcontractor and Line Item (to the extent required by Exhibit C-1 ), and shall indicate on Appendix XI thereto the Eligible FF&E items funded entirely (other than costs related to transportation, installation and sales taxes) by the proceeds of draws under the FF&E Financings and now comprise part of the FF&E Component. Promptly after delivery of each Advance Request, the Disbursement Agent and the Construction Consultant shall review such Advance Request and attachments thereto to determine whether all required documentation has been delivered in the form required by this Agreement and executed by the appropriate parties. The Construction Consultant also shall review the work referenced in such Advance Request, including work estimated to be completed through the applicable Advance Date as such work is being performed.

(c) Within five (5) days after its receipt of each Advance Request pursuant to Section 2.4.1(a) , the Construction Consultant shall deliver directly to the Disbursement Agent (with a copy to each of LCR and the Phase II Mall Borrowers) its certificate with respect to such Advance Request, substantially in the form of Exhibit C-2 either approving or disapproving the Advance Request and independently verifying, to the extent contemplated in Exhibit C-2 , based on information provided to it by LCR and/or the Phase II Mall Borrowers, as applicable, and the Funding Agents, any other information to be confirmed or verified by the Construction Consultant as and to the extent set forth in Exhibit C-2 ; provided that if the Construction Consultant disapproves one or more particular payments or disbursements to any Contractor or Subcontractor or any other Person requested by the Advance Request, but the Advance Request otherwise complies with the requirements hereof, then the Construction Consultant shall approve the Advance Request and all payments and disbursements requested therein other than the particular payments or disbursements so disapproved.

2.4.2 Funding Notices from Disbursement Agent .

(a) (i) Promptly after delivery of each Advance Request by LCR and the Phase II Mall Borrowers pursuant to Section 2.4.1(a), the Disbursement Agent shall review the same in order to determine whether all required documentation has been provided and whether all applicable conditions precedent pursuant to this Agreement have been satisfied. In particular, and without limiting the generality of the foregoing, the Disbursement Agent shall independently verify, using information in its possession and obtained from the Funding Agents and the Construction Consultant, (i) the calculation of Available Phase II Mall Funds and calculation of Available Phase II Hotel/Casino Funds, including Anticipated Earnings set forth in the Advance Request (provided that, with respect to amounts available under FF&E Financings, the Disbursement Agent shall be entitled to rely on statements received from the providers of such FF&E Financings as contemplated in Section 2.2.3(a) in verifying such calculation), (ii) that both before and after giving effect to the requested Advance, the Phase II Project is and shall be In Balance, (iii) that the allocation of the requested Advance among the various funding sources complies with the provisions of Section 2.5 and (iv) that the calculation of Debt Service to become due and payable under the Phase II Mall Construction Loan Agreement from and after the requested Advance Date and prior to the immediately succeeding Advance Date, is accurate. Subject to the other subsections of this Section 2.4, at such time as the Disbursement Agent has received the Construction Consultant’s certificate as required by Section 2.4.1(c) and otherwise determines that the applicable conditions precedent set forth in Article 3 with respect to a requested Advance have been satisfied, but no less than three (3) Banking Days prior to the requested Advance Date, the Disbursement Agent shall forward the Advance Request and related Construction Consultant’s certificate to the Person(s) which submitted such Advance Request and the applicable Funding Agent, and the act of forwarding such Advance Request and related Construction Consultant’s certificate shall be deemed approval of such Advance Request by the Disbursement Agent except to the extent otherwise set forth in writing by the Disbursement Agent. The Funding Agents shall (upon receipt of the Advance Request and related Construction Consultant’s certificate forwarded by the Disbursement Agent in accordance with the preceding sentence) fund the requested Advance on the requested Advance Date in accordance with Section 2.4.3(a), except to the extent a Stop Funding Notice is then in effect. The Bank Agent and the Phase II Mall Agent promptly shall notify the Disbursement Agent if the applicable conditions to an Advance under their respective Facility Agreements have not been satisfied or otherwise waived in accordance therewith.

(ii) In the event that, pursuant to Section 2.4.1(c) , the Construction Consultant approves only a portion of the payments or disbursements requested by the Advance Request or, if based on its review of the Advance Request the Disbursement Agent finds any minor or purely mathematical errors or inaccuracies in the Advance Request (including any inaccuracy in the allocations made pursuant to Section 2.5 hereof), but the Advance Request otherwise conforms to the requirements of this Agreement, the Disbursement Agent shall (A) notify LCR, the Phase II Mall Borrowers, the Funding Agents and the Construction Consultant thereof, (B) request LCR and the Phase II Mall Borrowers to revise such certificates to remove the request for the

disapproved payment and/or rectify any errors or inaccuracies, (C) request LCR and the Phase II Mall Borrowers to deliver to the Disbursement Agent, the Construction Consultant and the applicable Funding Agents an appropriately revised Advance Request and (D) approve the requested Advance after receiving from LCR and the Phase II Mall Borrowers the revised Advance Request. All references to a particular requested Advance or Advance Request in the ensuing provisions of this Article 2 shall, to the extent the context so requires, refer to the same as revised or modified pursuant to the preceding sentence.

(b) In the event that the Disbursement Agent (i) on or prior to the third Banking Day prior to the requested Advance Date determines pursuant to Section 2.4.3(a) that the conditions precedent to an Advance have not been satisfied or (ii) prior to the requested Advance Date receives notice from any Funding Agent that the conditions set forth in its Facility Agreement with respect to an Advance have not been satisfied or a Potential Event of Default or an Event of Default has occurred and is continuing, then the Disbursement Agent shall notify LCR, the Phase II Mall Borrowers and each Funding Agent thereof as soon as reasonably possible but in no event later than one (1) Banking Day after such determination or receipt, as the case may be (a “ Stop Funding Notice ”). The Stop Funding Notice shall specify the conditions precedent which the Disbursement Agent has determined have not been satisfied and/or shall attach a copy of any notice of failure to satisfy funding conditions or default received by the Disbursement Agent. Upon such written notice from the Disbursement Agent, (i) none of the Funds Providers shall have any obligation to advance their respective Facilities’ portion of the requested Advance, (ii) unless consented to by the Bank Agent, the Disbursement Agent shall not withdraw any funds from the Bank Proceeds Account, the Phase II Hotel/Casino Equity Account, the Supplemental Hotel/Casino Cash Account or the Free Cash Flow Sub-Account, (iii) unless consented to by the Phase II Mall Agent, the Disbursement Agent shall not withdraw any funds from the Phase II Mall Loan Proceeds Account, the Phase II Mall Equity Account or the Supplemental Mall Cash Account, (iv) unless approved by the Bank Agent (with respect to funds constituting the proceeds of the Phase II Hotel/Casino Funding Sources) or the Phase II Mall Agent (with respect to funds constituting the proceeds of the Phase II Mall Funding Sources), the Disbursement Agent shall not withdraw, transfer or release to LCR or the Phase II Mall Borrowers any funds then on deposit in the Disbursement Account (other than in respect of checks previously delivered), (v) unless consented to by the Bank Agent, LCR shall not withdraw, transfer or release to any Person any funds then on deposit in the Phase II Hotel/Casino Cash Management Account (other than in respect of checks previously delivered) and (vi) unless consented to by the Phase II Mall Agent, neither of the Phase II Mall Borrowers shall withdraw, transfer or release to any Person any funds then on deposit in the Phase II Mall Cash Management Account (other than in respect of checks previously delivered).

(c) (i) At such time, if ever, as the Disbursement Agent determines that the conditions precedent to the requested Advance (other than conditions set forth in the Facilities Agreements, the determination of which shall be made by the Bank Agent or the Phase II Mall Agent, as applicable) which had not been satisfied have become satisfied and provided that, at such time, no Potential Event of Default or Event of

Default has occurred and currently exists, then the Disbursement Agent shall notify each Funding Agent thereof and shall be authorized to make the requested Advance from the Accounts.

(ii) At such time, if ever, as the Disbursement Agent receives notice from the Funding Agent that issued the notice of default or advised the Disbursement Agent that the conditions set forth in its Facility Agreement with respect to the requested Advance have not been satisfied, in each case as described in Section 2.4.2(b)(ii) , that such Potential Event of Default or Event of Default no longer exists or has been waived or that the conditions have been satisfied, as the case may be, and provided that, at such time, no other Potential Event of Default or Event of Default has occurred and currently exists, then the Disbursement Agent shall notify each other Funding Agent which has not issued such notice of default thereof and be authorized to make the requested Advance from the Accounts.

2.4.3 Provision of Funds by the Funding Agents .

(a) In the event that the Disbursement Agent forwards to the Funding Agents the Advance Request and related documentation in accordance with Section 2.4.2(a)(i) , then, before 2:00 p.m. New York, New York time on the requested Advance Date (or, in the event of the receipt of notification from the Disbursement Agent pursuant to Section 2.4.2(c) , before 2:00 p.m. New York, New York time on the third (3 ^rd ) day after such notification) and so long as no Potential Event of Default or Event of Default exists hereunder or under such Funding Agent’s Facility Agreement (i) the applicable Bank Lenders shall deposit or cause to be deposited (A) in the Bank Proceeds Account, in immediately available funds, their Term Loan Facility’s portion of the requested Advance made on the “Term A Loan Commitment Termination Date” and the “Term B Delayed Draw Loan Commitment Termination Date” (as each such term is defined in the Bank Credit Agreement) pursuant to the second-to-last paragraph of Section 2.1.B of the Bank Credit Agreement and (B) in the Disbursement Account, in immediately available funds, their Facility’s portion of the requested Advance made on any other date, in each case as determined pursuant to Sections 2.5.1 and 2.5.2 and set forth in the related Advance Request, (ii) if such Advance Request includes a request for the issuance of one or more Letters of Credit providing credit support for Project Costs under the Revolving Credit Facility, the Bank Agent shall send written notice to the Disbursement Agent that the Issuing Lender is committed to issue each such Letter of Credit, (iii) the Phase II Mall Lenders shall deposit or cause to be deposited in the Disbursement Account, in immediately available funds, their Facility’s portion of the requested Advance as determined pursuant to Sections 2.5.1 , 2.5.2 and 2.5.3 and set forth in the related Advance Request, and (iv) the Disbursement Agent shall withdraw from the applicable Accounts, the portion of the Advance to be funded from such Account as determined pursuant to Sections 2.5.1 and 2.5.2 and set forth in the related Advance Request and deposit such funds in the Disbursement Account. All funds so deposited in the Disbursement Account shall thereafter be applied as provided in Section 2.6 .

(b) The failure of any Funds Provider to make any Advance under its Facility shall not relieve any other Funds Provider of its obligation thereunder to make its

Advance under such Facility, but no Funds Provider shall be responsible for the failure of any other Funds Provider to make any Advance. The Disbursement Agent (in its capacity as Disbursement Agent) shall not be responsible for any Funds Provider’s failure to make any required Advance (including, if applicable, the failure of the Issuing Lender to issue any Letter of Credit providing credit support for Project Costs). The Disbursement Agent shall not transfer funds from the Bank Proceeds Account or the Phase II Mall Loan Proceeds Account to the Disbursement Account or release therefrom to LCR or the Phase II Mall Borrowers any amounts properly advanced until all Advances requested from the Bank Lenders and the Phase II Mall Lenders by the relevant Advance Request have been deposited in the Bank Proceeds Account or the Phase II Mall Loan Proceeds Account and, if applicable, the Bank Agent has confirmed that the Issuing Lender is committed to issue the requested Letter(s) of Credit; provided that the Disbursement Agent may release any amounts advanced by any particular Funds Provider (even if all Advances requested by the relevant Advance Request have not yet been received) if such Funds Provider requests such release (the Disbursement Agent shall promptly notify all Funding Agents upon receiving such request). However, the withholding of such Advances by the Disbursement Agent shall not (x) release any Bank Lender who failed to make its portion of the Advance (including, if applicable, the Issuing Lender who failed to issue a Letter of Credit) from liability to Persons party to the Bank Loan Agreement or (y) release any Phase II Mall Lender who failed to make its portion of the Advance from liability to Persons party to the Phase II Mall Construction Loan Agreement.

(c) The Disbursement Agent (in its capacity as the Disbursement Agent) shall have no liability to LCR or the Phase II Mall Borrowers arising from any Stop Funding Notice issued pursuant to Section 2.4.2(b) at the request of any Funding Agent, whether or not such Funding Agent was entitled to make the request for such Stop Funding Notice. None of the Funding Agents shall have any liability to LCR, the Phase II Mall Borrowers, the Disbursement Agent, any other Funding Agent or any Lender arising from any Stop Funding Notice issued by the Disbursement Agent in response to a request for such Stop Funding Notice made in good faith by such Funding Agent; provided, however, that nothing herein shall release from liability the Funding Agent that issued the Stop Funding Request if such issuance constituted an act of gross negligence or willful misconduct.

2.4.4 Change in Facts Certified . In the event that any of the matters to which LCR and/or the Phase II Mall Borrowers certified in the corresponding Advance Request is no longer true and correct in all material respects as of the applicable Advance Date, the Person which so certified shall either (i) if the conditions precedent to such Advance are still satisfied, submit a revised Advance Request incorporating the changed facts or circumstances or (ii) if the conditions precedent to such Advance are no longer satisfied, withdraw the Advance Request. The acceptance by LCR or the Phase II Mall Borrowers of the proceeds of any Advance shall constitute a re-certification by such recipient of proceeds (and, as applicable, by LVSI and VCR), as of the applicable Advance Date, of all matters certified to in the related Advance Request (as resubmitted pursuant to the foregoing provisions).

2.4.5 References to Dates . In the event that any day or date referred to in the foregoing provisions of this Section 2.4 occurs on a day that is not a Banking Day, the reference shall be deemed to be to the next succeeding Banking Day.

2.5 Allocation of Advances .

2.5.1 Allocations among Construction Components . (i) Subject to Section 2.5.1(d) , Phase II Hotel/Casino Funding Sources may only be used (A) for Project Costs allocated pursuant to the Project Budget to the Phase II Hotel/Casino, (B) to temporarily fund costs related to the FF&E Component to the extent provided in Section 2.2.3(b) and (C) replenish funds in the Phase II Hotel/Casino Cash Management Account (in each case in accordance with Section 2.5.2 ) and (ii) Phase II Mall Funding Sources may only be used (A) for Project Costs allocated pursuant to the Project Budget to the Phase II Mall, including to pay Debt Service under the Phase II Mall Construction Loan and (B) replenish funds in the Phase II Mall Cash Management Account (in each case in accordance with Section 2.5.3 ). In furtherance of the foregoing principle, all Advances to be made hereunder shall be allocated between Phase II Hotel/Casino Funding Sources and Phase II Mall Funding Sources as follows:

(a) With respect to Advances which will be implemented by disbursement of checks to the Construction Manager and/or any Contractors or Subcontractors, the Advance Request shall set forth the appropriate allocations between the Phase II Hotel/Casino Funding Sources and the Phase II Mall Funding Sources on the basis of the amount of Project Costs allocated to the Phase II Hotel/Casino and the Phase II Mall, respectively, to be paid from the proceeds of the applicable Advance, as set forth in the Project Budget and the relevant Advance Request (as confirmed by the Construction Consultant).

(b) (i) Advances which will be implemented by transfers of funds into the Phase II Hotel/Casino Cash Management Account shall be allocated to Phase II Hotel/Casino Funding Sources and (ii) Advances which will be implemented by transfers of funds into the Phase II Mall Cash Management Account shall be allocated to Phase II Mall Funding Sources.

(c) Advances to pay Debt Service on the Phase II Mall Construction Loan shall be allocated to Phase II Mall Funding Sources.

(d) Notwithstanding Sections 2.5.1(a) , (b) and (c) above, LCR may:

2.5.2 Allocations among Phase II Hotel/Casino Funding Sources . All issuances of Letters of Credit under the Bank Facilities shall be satisfied through the Revolving Credit Facility pursuant to the procedures set forth in Article 3 of the Bank Credit Agreement. All other Advances to be satisfied from the Phase II Hotel/Casino Funding Sources shall be made in the following order of priority:

(a) First, from funds from time to time on deposit in the Phase II Hotel/Casino Equity Account, until Exhausted;

(b) Then, from funds from time to time on deposit in the Bank Proceeds Account, until Exhausted;

(d) Then, from funds time to time on deposit in the Free Cash Flow Sub-Account, until Exhausted;

(e) Then, from funds from time to time on deposit in the Supplemental Hotel/Casino Cash Account (other than the Free Cash Flow Sub-Account).

Notwithstanding anything set forth herein to the contrary, the commitment of the Bank Lenders to advance funds under the Bank Facilities to pay Project Costs shall terminate on the earlier of (i) the existence of a Commitment Termination Event (as defined in the Bank Credit Agreement and (ii) the Final Completion Date.

2.5.3 Allocations among Phase II Mall Funding Sources . All Advances to be satisfied from the Phase II Mall Funding Sources shall be made in the following order of priority:

(a) First, from funds from time to time on deposit in the Phase II Mall Equity Account, until Exhausted;

(b) Then, from funds from time to time on deposit in the Phase II Mall Loan Proceeds Account, until Exhausted;

(d) Then, from funds time to time on deposit in the Supplemental Mall Cash Account.

Notwithstanding anything set forth herein to the contrary, the commitment of the Phase II Mall Lenders to advance funds under the Phase II Mall Construction Loan to pay Project Costs (either by making additional loans or by the disbursement of funds from the Phase II Mall Loan Proceeds Account) shall terminate on the earliest of (i) the existence of a

Commitment Termination Event (as defined in the Phase II Mall Construction Loan Agreement) and (ii) the Phase II Mall Release Date (after giving effect to the transactions contemplated by Section 2.8 ).

2.5.4 FF&E Allocations . LCR shall from time to time add items of Eligible FF&E to the description of the FF&E Component on Exhibit T-6 to accurately reflect the items of Eligible FF&E being funded entirely (other than costs related to transportation, installation and sales taxes) by the proceeds of draws under the FF&E Financings. Notwithstanding any other provision hereof, items of Eligible FF&E that have not been financed entirely (other than costs related to transportation, installation and sales taxes) by the proceeds of draws under the FF&E Financings and therefore do not comprise part of the FF&E Component shall constitute part of the Phase II Hotel/Casino Component and may be funded in accordance with the provisions of Sections 2.5.1(d) and 2.5.2 .

2.5.5 Post-Funding Reallocations . In the event that at any time the Disbursement Agent determines that the allocations made in any previous Advance Requests pursuant to the foregoing provisions of this Section 2.5 were erroneous or inaccurate, the parties shall cooperate to rectify such misallocations by allocating future Advances in a manner that accounts for the previous misallocation or by using such other methods reasonably determined by the Disbursement Agent.

2.6 Disbursements .

2.6.1 Direct Transfer of Funds to Payees . No later than 2:00 p.m. New York, New York time on the requested Advance Date, or such later date as may occur pursuant to Section 2.4.3(a) , if the Disbursement Agent has (a) received funds in the Disbursement Account from each Funds Provider required to make an Advance pursuant to the relevant Advance Request other than any portion of such Advance (i) which will be implemented by transferring funds from the Bank Proceeds Account and/or the Phase II Mall Loan Proceeds Account and (ii) for which a Letter of Credit is to be issued under the Revolving Credit Facility (or if the applicable Funds Provider makes the request described in the next-to-last sentence of Section 2.4.3(b) ), and (b) if applicable, received confirmation from the Bank Agent that the Issuing Lender is committed to issue each requested Letter of Credit providing credit support for Project Costs, the Disbursement Agent shall (i) transfer funds from the Bank Proceeds Account, the Phase II Mall Loan Proceeds Account, the Phase II Hotel/Casino Equity Account, the Phase II Mall Equity Account, the Supplemental Hotel/Casino Cash Account, the Free Cash Flow Sub-Account or the Supplemental Mall Cash Account to the Disbursement Account as required pursuant to the terms hereof, and (ii) transfer all funds (other than the funds described in Sections 2.6.2 and 2.6.3 ) by disbursement:

(A) to the extent requested by LCR and/or the Phase II Mall Borrowers in the applicable Advance Request, to the Lien Protection Account;

(B) if requested by LCR and/or the Phase II Mall Borrowers in the applicable Advance Request, directly to any Contractors and/or Subcontractors and/or any other Persons listed to be paid in such Advance Request, by wiring funds or

distributing checks payable to each such Person in the amount identified in such Advance Request as owed to such Persons; or

(C) if not so requested, to LCR for further distribution to such Persons (as so requested in the applicable Advance Request).

2.6.2 Transfer of Interest and Fees . No later than 2:00 p.m. New York, New York time on the date(s) that the Disbursement Agent has been advised by the Phase II Mall Borrowers in the applicable Advance Request (which date must occur on or after the day referenced in Section 2.6.1 ), the Disbursement Agent shall transfer from the Disbursement Account the funds requested for the payment of Debt Service under the Phase II Mall Construction Loan to the Phase II Mall Lenders (in the amount specified in the applicable Advance Request).

2.6.3 Transfers to Cash Management Accounts . On the day referenced in Section 2.6.1 , the Disbursement Agent shall transfer (x) from the Disbursement Account to the Phase II Hotel/Casino Cash Management Account amounts so requested from Phase II Hotel/Casino Funding Sources by LCR in the Advance Request and (y) from the Disbursement Account to the Phase II Mall Cash Management Account amounts so requested from Phase II Mall Funding Sources by the Phase II Mall Borrowers in the Advance Request.

2.6.4 Special Procedures for Unpaid Contractors . Notwithstanding Section 2.6.1 , the parties hereto agree that the Disbursement Agent may make Advances and transfer any or all sums in the Disbursement Account (a) from Phase II Hotel/Casino Funding Sources directly to (i) the Construction Manager for amounts due and owing to the Construction Manager under the Construction Management Agreement, (ii) any other Contractor for amounts due and owing to such Contractor under the relevant Contract or (iii) any other Subcontractors, in each case with respect to payment of amounts due and owing to such parties from LCR with respect to amounts allocable to the Phase II Hotel/Casino and (b) from Phase II Mall Funding Sources directly to (i) the Construction Manager for amounts due and owing to the Construction Manager under the Construction Management Agreement, (ii) any other Contractor for amounts due and owing to such Contractor under the relevant Contract or (iii) any other Subcontractors, in each case with respect to payment of amounts due and owing to such parties from LCR or the Phase II Mall Borrowerswith respect to amounts allocable to the Phase II Mall without further authorization from the parties hereto, and each of the parties hereto hereby appoint the Disbursement Agent as their true and lawful attorney-in-fact to make such direct payments and this power of attorney shall be deemed to be a power coupled with an interest and shall be irrevocable; provided that the Disbursement Agent shall not exercise its rights under this power of attorney except to make payments (x) as directed by LCR and/or the Phase II Mall Borrowers pursuant to an Advance Request or (y) after direction from the Bank Agent (for amounts payable with respect to the Phase II Hotel/Casino) and/or the Phase II Mall Agent (for amounts payable with respect to the Phase II Mall) upon the occurrence and continuation of an Event of Default. No further direction or authorization from any Person shall be necessary to warrant or permit the Disbursement Agent to make such Advances in accordance with the foregoing sentence, and, to the extent funds in the Disbursement Account are not sufficient to make such Advances, the Disbursement Agent shall withdraw the shortfall (A) for amounts payable with respect to the Phase II Hotel Casino, with the consent of the Bank Agent, from the Phase II Hotel/Casino

Equity Account, the Bank Proceeds Account, the Free Cash Flow Sub-Account and/or the Supplemental Hotel/Casino Cash Account and (B) for amounts payable with respect to the Phase II Mall, with the consent of the Phase II Mall Agent, from the Phase II Mall Equity Account, the Phase II Mall Loan Proceeds Account or the Supplemental Mall Cash Account , as applicable, and transfer available funds from the applicable Accounts to the Disbursement Account as needed to make such Advances.

2.6.5 All Advances Secured . All disbursements made pursuant to this Section 2.6 shall (a) satisfy, in and of themselves, the obligations of the Disbursement Agent, the Funding Agents and each Lender hereunder and under the relevant Facility Agreements (except for amounts which were obtained from the Phase II Hotel/Casino Equity Account, the Phase II Mall Equity Account, the Free Cash Flow Sub-Account, the Supplemental Hotel/Casino Cash Account or the Supplemental Mall Cash Account ) with respect to the Advance so made and (b) be secured by the Facilities’ respective Security Documents, if any, in each case to the same extent as if such disbursements were made directly to the applicable Loan Party, regardless of the disposition thereof by the payees of such disbursements.

2.7 Payments of Interest and Fees . The Phase II Mall Borrowers shall include in each Advance Request delivered pursuant to Section 2.4.1(a) a request that an Advance of proceeds from the Phase II Mall Funding Sources be made to pay Debt Service under the Phase II Mall Construction Loan on or after the requested Advance Date under such Advance Request and prior to 30 days after such requested Advance Date. Each such Advance Request shall specify that the Advance is requested to pay such amounts in respect of the Phase II Mall Construction Loan, and the amount and the date on which such Debt Service will become due and payable. If the Phase II Mall Borrowers fail to set forth such information in any Advance Request or fail to deliver timely any Advance Request therefor, then the Phase II Mall Agent may deliver such information and a request for payment to the Disbursement Agent, the Construction Consultant and the Phase II Mall Borrowers, upon which request the Phase II Mall Borrowers shall revise the Advance Request to provide for such payment. The Phase II Mall Borrowers acknowledge that failure of any notice referenced in this Section 2.7 to be delivered shall not in any way exonerate or diminish Phase II Mall Borrowers’ obligation to make all payments under the Phase II Mall Construction Loan Agreement as and when due.

2.8 Phase II Mall Release Date Funding Procedures .

(a) No less than ten (10) days prior to the anticipated Phase II Mall Release Date, the Phase II Mall Borrowers and LCR shall deliver to the Phase II Mall Release Interested Parties the Loan Parties’ Phase II Mall Release Certificate with all attachments thereto. The Loan Parties’ Phase II Mall Release Certificate shall indicate the anticipated Phase II Mall Release Date and set forth all the other information required thereby, including the Phase II Mall Required Completion Amount. The funding of the Phase II Mall Required Completion Amount pursuant to clauses (d)(i), (d)(ii) and (d)(iii) below shall be based on the allocation provisions set forth in Sections 2.5.1 , 2.5.2 and 2.5.3 and after subtracting amounts then on deposit in the Phase II Mall Cash Management Account. The Loan Parties’ Phase II Mall Release Certificate further shall set forth each Phase II Mall Funding Source’s portion of the Phase II Mall Required Completion Amount calculated in accordance with the preceding sentence.

(b) The Disbursement Agent and the Construction Consultant shall review the Loan Parties’ Phase II Mall Release Certificate. In the event that the Disbursement Agent or the Construction Consultant discovers any mathematical or other minor errors therein, they shall request LCR and the Phase II Mall Borrowers to revise and resubmit the certificate. Within five (5) days after its receipt of the Loan Parties’ Phase II Mall Release Certificate, the Construction Consultant shall deliver the Construction Consultant’s Phase II Mall Release Certificate to the other Phase II Mall Release Interested Parties.

(c) Upon receipt by the Disbursement Agent of the Construction Consultant’s Phase II Mall Release Certificate approving the Loan Parties’ Phase II Mall Release Certificate, but no later than three (3) days prior to the anticipated Phase II Mall Release Date, the Disbursement Agent shall, subject to its determination that the required documentation has been delivered in the form required by this Agreement and executed by the appropriate parties, forward the same to Phase II Mall Release Interested Parties. The act of forwarding such documentation shall be deemed to be the Disbursement Agent’s confirmation that the required documentation has been delivered in the form required by this Agreement.

(d) On the Phase II Mall Release Date:

(e) From the Phase II Mall Release Date through the Final Completion Date, all amounts which would, but for the funding and release contemplated under Section 2.8(d) , be required to be provided by the Phase II Mall Lenders or withdrawn from the Phase II Mall Equity Account, the Phase II Mall Loan Proceeds Account, the Phase II Mall Cash Management Account or the Supplemental Mall Cash Account shall be satisfied through withdrawals or advances from Phase II Hotel/Casino Funding Sources.

After indefeasible payment of the Phase II Mall Construction Loan Obligations, the Phase II Mall Agent and the Phase II Mall Lenders shall (at the Phase II Mall Borrowers’ expense) execute, acknowledge and deliver to the Phase II Mall Borrowers and the Disbursement Agent such documents and instruments, including UCC-3 termination statements, as may reasonably be necessary to release such Persons and their respective assets from any and all further obligations to, and Liens in favor of, the Phase II Mall Agent under the Phase II Mall Construction Loan Agreement and the Phase II Mall Security Documents.

2.9 Substantial Completion Date Procedures .

(a) No less than ten (10) days prior to the anticipated Substantial Completion Date, LCR and (except after the Phase II Mall Release Date) the Phase II Mall Borrowers shall deliver to the Construction Consultant, the Disbursement Agent and the Funding Agents an executed Substantial Completion Certificate with all attachments thereto. The Substantial Completion Certificate shall indicate the anticipated Substantial Completion Date and set forth all the other information required thereby.

(b) The Disbursement Agent and the Construction Consultant shall review the Substantial Completion Certificate. In the event that the Disbursement Agent or the Construction Consultant discovers any mathematical or other minor errors therein they shall request and (except after the Phase II Mall Release Date) the Phase II Mall

Borrowers to revise and resubmit the certificate. Within five (5) days after its receipt of the Substantial Completion Certificate, the Construction Consultant shall deliver to the Disbursement Agent, the Funding Agents, and LCR and (except after the Phase II Mall Release Date) the Phase II Mall Borrowers, the Construction Consultant’s Substantial Completion Certificate.

(c) Within five (5) Banking Days after receipt by the Disbursement Agent of the Construction Consultant’s Substantial Completion Certificate approving the Substantial Completion Certificate, the Disbursement Agent shall, subject to its determination that the required documentation has been delivered in the form required by this Agreement and executed by the appropriate parties, forward the same to LCR, the Bank Agent and (except after the Phase II Mall Release Date) the Phase II Mall Borrowers and the Phase II Mall Agent. The act of forwarding such documentation shall be deemed to be the Disbursement Agent’s confirmation that the required documentation has been delivered in the form required by this Agreement.

2.10 Final Completion Procedures . On the Final Completion Date, the Disbursement Agent shall (a) withdraw all remaining funds from the Bank Proceeds Account and deliver such funds to the Bank Agent and (b) release to the account specified in the Final Completion Certificate delivered by LCR and (except after the Phase II Mall Release Date) the Phase II Mall Borrowers all other amounts on deposit in the other Accounts.

2.11 No Approval of Work . The making of any Advance shall not be deemed an approval or acceptance by the Disbursement Agent, any Funding Agent or any Lender of any work, labor, supplies, materials or equipment furnished or supplied with respect to the Phase II Project.

2.12 Security . All funds advanced by the Bank Lenders or the Phase II Mall Lenders hereunder to complete the Phase II Project or to protect the rights and interests of the Bank Secured Parties and the Phase II Mall Secured Parties under their respective Financing Agreements are deemed to be obligatory advances and are to be added to the total indebtedness secured by each of the respective Facilities’ Deeds of Trust. All sums so advanced shall be secured by each such Deed of Trust with the same priority of lien as the security for any other obligations secured thereunder.

ARTICLE 3 -
CONDITIONS PRECEDENT

3.1 Conditions Precedent to the Effective Date . The effective date of this Agreement (the “ Effective Date ”) is subject to the prior satisfaction or waiver of each of the conditions precedent set forth in Section 4.1 of the Bank Credit Agreement and Section 3.1 of the Phase II Mall Construction Loan Agreement and each of the conditions precedent hereinafter set forth in this Section 3.1 in form and substance satisfactory to each of the Bank Arranger, the Bank Agent and the Phase II Mall Agent in its sole discretion. Subject to Section 3.6 , by executing this Agreement, each of the Bank Arranger, the Bank Agent and the Phase II Mall Agent shall be deemed to have confirmed that each of the conditions precedent described in the preceding

sentence has been satisfied (except to the extent expressly waived by the applicable Persons) and that the Effective Date has occurred.

3.1.1 Effective Date Documents . Delivery to each Funding Agent, the Bank Arranger and the Disbursement Agent (with such number of originally executed copies as they may reasonably request) of (a) true and correct copies of each Effective Date Document, all of which shall be in form and substance reasonably satisfactory to the Bank Arranger and each Funding Agent and shall have been duly authorized, executed and delivered by the parties thereto, and each such Effective Date Document shall be certified by an Authorized Representative of LCR and the Phase II Mall Borrowers which are parties thereto as of the Effective Date as being true, complete and correct and in full force and effect, (b) evidence reasonably satisfactory to each Funding Agent and the Bank Arranger that each such Effective Date Document is in full force and effect and that no party to any such document is or, but for the passage of time or giving of notice or both will be, in breach of any obligation thereunder (including that no Phase II Mall Major Event or any other event that could entitle the Phase II Mall Buyer to terminate the Phase II Mall Purchase Agreement shall have occurred) (other than (i) any breaches which would not reasonably be expected to have a Material Adverse Effect and (ii) any breaches by the Phase II Mall Buyer under the Phase II Mall Purchase Agreement) and (c) true and correct copies of all payment and/or performance bonds (if any) delivered to LCR pursuant to any Contracts or Subcontracts then in effect.

3.1.2 Insurance .

(a) Policies . Insurance complying in all material respects with the requirements of Exhibit O , Section 5.12 hereof and Section 3.6 of the Phase II Mall Purchase Agreement shall be in place and in full force and effect.

(b) Insurance Certificates . Delivery to each Funding Agent, the Disbursement Agent and the Bank Arranger of (i) a certificate, in substantially the form of Exhibit B-4 attached hereto and otherwise in form and substance reasonably satisfactory to each Funding Agent and the Bank Arranger from the insurance broker(s) for LCR and the Phase II Mall Borrowers, dated as of the Effective Date and identifying underwriters, type of insurance, insurance limits and policy terms, listing the special provisions required as set forth in Exhibit O and in Section 3.6 of the Phase II Mall Purchase Agreement, describing the insurance obtained and stating that such insurance is in full force and effect and that all premiums then due thereon have been paid and that, in the such insurance broker’s opinion, such insurance complies with Exhibit O and Section 3.6 of the Phase II Mall Purchase Agreement, and (ii) certified copies of all policies evidencing such insurance (or a binder, commitment or certificates signed by the insurer or a broker authorized to bind the insurer along with a commitment to issue the policies within 45 days after the Effective Date) naming the Disbursement Agent, the Funding Agents and the Lenders as additional insureds and otherwise in form and substance reasonably satisfactory to each Funding Agent and the Bank Arranger.

(c) Insurance Advisor’s Certificate . Delivery to each Funding Agent, the Disbursement Agent and the Bank Arranger of the Insurance Advisor’s Effective Date Certificate substantially in the form of Exhibit B-3 , with the Insurance Advisor’s report attached

thereto in form and substance reasonably satisfactory to each Funding Agent and the Bank Arranger.

(d) Matters Relating to Flood Hazards . Delivery to each Funding Agent, the Disbursement Agent and the Bank Arranger of (i) evidence, which may be in the form of a letter from an insurance broker, a municipal engineer or the surveyor delivering the survey described in Section 3.1.13 , as to whether the Phase II Site, the Phase II Mall Space or any portion thereof is located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and if so, whether the community in which the Phase II Site, the Phase II Mall Space or any portion thereof is located participates in the National Flood Insurance Program, (ii) if the Phase II Site, the Phase II Mall Space or any portion thereof is located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards, written acknowledgement from LCR and the Phase II Mall Borrowers of receipt of written notification from each Funding Agent and the Disbursement Agent (A) that such property is located in a special flood hazard area and (B) as to whether the community in which such property is located is participating in the National Flood Insurance Program, and (c) in the event the Phase II Site, the Phase II Mall Space or any portion thereof is located in a community that participates in the National Flood Insurance Program, evidence that LCR and the Phase II Mall Borrowers have obtained flood insurance in respect of such property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System.

3.1.3 Project Security . The Security Documents, in the form attached to the applicable Facility Agreement (with such changes as are reasonably satisfactory to the Funding Agents party thereto and (in the case of the Bank Security Documents) the Bank Arranger), shall have been executed and delivered to the Secured Parties thereunder and be in full force and effect and all actions necessary or desirable, including all filings, in the reasonable opinion of the Funding Agents party thereto and (in the case of the Bank Security Documents) the Bank Arranger to perfect the security interests granted therein as a valid security interest over the applicable Project Security having the priority contemplated therefor by this Agreement, the Intercreditor Agreement and the Security Documents shall have been completed. All property, rights and assets then required for the Phase II Project shall be free and clear of all Liens except Permitted Liens.

3.1.4 Effective Date Certificates . Delivery to each Funding Agent, the Bank Arranger and the Disbursement Agent of the Effective Date Certificate substantially in the form of Exhibit B-1 , signed by an Authorized Representative of LCR and each Phase II Mall Borrower, with all attachments, exhibits and certificates required thereby.

3.1.5 Construction Consultant’s Certificate and Report . Delivery to each Funding Agent, the Bank Arranger and the Disbursement Agent of the Construction Consultant’s Effective Date Certificate substantially in the form of Exhibit B-2 , with the Construction Consultant’s Report attached thereto in form and substance reasonably satisfactory to each Funding Agent and the Bank Arranger.

3.1.6 Project Budget . Delivery to each Funding Agent, the Bank Arranger, the Disbursement Agent and the Construction Consultant of a budget in the form of Exhibit H (as

amended from time to time in accordance with the terms hereof, the “ Project Budget ”) for all anticipated Project Costs (including, without limitation, Project Costs incurred prior to, as well as after, the Effective Date, and Debt Service under the Phase II Mall Construction Loan), which includes a drawdown schedule for Advances necessary to achieve Final Completion and such other information as any of the Bank Agent, the Phase II Mall Agent, the Bank Arranger, the Disbursement Agent or the Construction Consultant may reasonably require, together with a balanced statement of sources and uses of proceeds (and any other funds necessary to complete the Phase II Project ), broken down by Construction Component, Line Item Category and Line Item, which Project Budget shall be satisfactory to the Construction Consultant, as and to the extent certified to in the Construction Consultant’s Effective Date Certificate.

3.1.7 Project Schedule . Delivery to each Funding Agent, the Bank Arranger, the Disbursement Agent and the Construction Consultant of a schedule for construction and completion of each Construction Component and the Phase II Project as a whole in the form of Exhibit I (as amended from time to time in accordance with the terms hereof, the “ Project Schedule ”) which demonstrates that the Phase II Mall Substantial Completion will occur by the Phase II Mall Outside Substantial Completion Date (as determined on the date of delivery of such schedule) and that Substantial Completion of the Phase II Project will occur on or before the Outside Completion Deadline and which is otherwise reasonably satisfactory to the Construction Consultant, as certified to in the Construction Consultant’s Effective Date Certificate.

3.1.8 Events of Default . No Event of Default or Potential Event of Default shall have occurred and be continuing and an Authorized Representative of each of LCR and the Phase II Mall Borrowers shall have delivered a certificate to the Funding Agents and the Disbursement Agent to such effect.

3.1.9 Permits .

(a) All material Permits described in Exhibit M as required to have been obtained by LCR, the Phase II Mall Borrowers or any other Person by the Effective Date shall have either (a) been received and shall be in full force and effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any applicable authority or (b) been received pending the expiration of any such applicable waiting period and shall be reasonably expected to be obtained upon the termination of such waiting period, and all further such approvals to be obtained between the Effective Date and the anticipated Substantial Completion Date and the Phase II Mall Substantial Completion Date are reasonably expected to be obtained without material difficulty prior to the time that it becomes required; and

(b) With respect to any of the Permits described in Exhibit M as not yet required to be obtained, (i) each such Permit (except approval by the applicable Governmental Instrumentalities under Nevada subdivision law of the creation of the separate parcels which are to comprise the Phase II Mall Air Parcel) is of a type that is routinely granted following application and (ii) no facts or circumstances exist which indicate that any such Permit will not be obtainable prior to the time that it becomes required.

3.1.10 Phase II Mall Purchase Agreement . Delivery to each of the Phase II Mall Agent and the Bank Agent of (a) a true and correct copy of the Phase II Mall Purchase Agreement, the Phase II Mall PA Assignment Agreement and any supplements or amendments thereto, all of which shall be in form and substance satisfactory to the Phase II Mall Agent, the Bank Agent and the Bank Arranger and shall have been duly authorized, executed and delivered by the parties thereto, and shall be certified by an Authorized Representative of each of the Phase II Mall Borrowers and LCR as being true, complete and correct and in full force and effect and (b) evidence satisfactory to each of the Phase II Mall Agent, the Bank Agent and the Bank Arranger that no party to the Phase II Mall Purchase Agreement is, or but for the passage of time or giving of notice or both will be, in breach of any obligation thereunder.

3.1.11 Availability of Services, Materials and Utilities . The Construction Consultant shall have become satisfied, as certified to in the Construction Consultant’s Effective Date Certificate, that arrangements, which are reflected accurately in the Project Budget, shall have been or will be made on commercially reasonable terms for the provision of all services, materials and utilities necessary for the construction, operation and maintenance of the Phase II Project as contemplated by the Operative Documents and the Final Plans and Specifications.

3.1.12 Establishing of Accounts . Each of the Accounts shall have been established pursuant to this Agreement and the Collateral Account Agreements.

3.1.13 A.L.T.A. Surveys . The Disbursement Agent and each Funding Agent shall have received A.L.T.A. surveys of the Phase II Site, the Walgreen’s Air Space, the Phase II Site Easements, and the Walgreen’s Air Space Easements, each satisfactory in form and substance to the Title Insurer, each Funding Agent and the Bank Arranger, reasonably current and certified to each such Person by a licensed surveyor satisfactory to each such Person, showing (a) as to the Phase II Site and the Walgreen’s Air Space, the exact location and dimensions thereof, including the location of all means of access thereto and all easements relating thereto and showing the perimeter within which all foundations are or are to be located; (b) as to the Phase II Site Easements and the Walgreen’s Air Space Easements, the exact location and dimensions thereof to the extent capable of being described, including the location of all means of access thereto, and all improvements or other encroachments in or on the Phase II Site Easements and the Walgreen’s Air Space Easements, respectively; (c) the existing utility facilities (if any) that service or will service the Phase II Project (including water, electricity, gas, telephone, sanitary sewer and storm water distribution and detention facilities); (d) that such existing improvements do not encroach or interfere with adjacent property or existing easements or other rights (whether on, above or below ground), and that there are no gaps, gores, projections, protrusions or other survey defects other than Permitted Encumbrances; (e) whether the Phase II Site, the Walgreen’s Air Space or any portion thereof is located in a flood hazard zone; and (f) that there are no other matters that could reasonably be expected to be disclosed by a survey constituting a defect in title other than Permitted Encumbrances.

3.1.14 Title Policies . LCR shall have delivered to the Bank Agent a lender’s A.L.T.A. policy of title insurance, or a commitment to issue such policy, in the amount of $1,010,000,000, and the Phase II Mall Borrowers shall have delivered to the Phase II Mall Agent a lender’s A.L.T.A. policy of title insurance, or a commitment to issue such policy, in the amount of $250,000,000. Each such policy or commitment shall (i) include such endorsements as are

required by the applicable Funding Agent and, with respect to the $1,010,000,000 title policy, the Bank Arranger, (ii) be reinsured by such reinsurance as is satisfactory to the applicable Funding Agent and, with respect to the $1,010,000,000 title policy, the Bank Arranger, (iii) be issued by the Title Insurer in form and substance satisfactory to the applicable Funding Agent and, with respect to the $1,010,000,000 title policy, the Bank Arranger, and (iv) insure (or agree to insure) that:

(A) LCR has a good and marketable fee simple title to the Phase II Site and the Phase II Site Easements, in each case free and clear of liens, encumbrances or other exceptions to title except those exceptions specified on Exhibit N-1 (“ LCR Permitted Encumbrances ”); and Phase II Mall Subsidiary has good and marketable fee simple title to the portions of the Phase II Mall Space which are separate parcels and all rights with respect to the leasehold estate created by the Phase II Mall Air Space Lease and to the Phase II Mall Easements, in each case free and clear of all liens, encumbrances and other exceptions to title except those exceptions specified in Exhibit N-2 (“ Phase II Mall Subsidiary Permitted Encumbrances ”); and

(B) each Deed of Trust is (or will be when recorded) a valid lien on the Trust Estate (as defined in each Deed of Trust) entitled to the priority described therein, free and clear of all liens, encumbrances and exceptions to title whatsoever, other than (i) LCR Permitted Encumbrances, in the case of the Bank Deed of Trust (Phase II) and the Bank Deed of Trust (Phase I/IA) and (ii) Phase II Mall Subsidiary Permitted Encumbrances, in the case of the Phase II Mall Deed of Trust and the Phase II Mall Intercompany Loan Deed of Trust.

3.1.15 Other Documents . The Disbursement Agent, the Bank Arranger and each Funding Agent shall have received such other documents and evidence as each such Person may reasonably request in connection with the transactions contemplated hereby.

3.1.16 Plans and Specifications . LCR and the Phase II Mall Borrowers shall have delivered to the Construction Consultant Plans and Specifications for each Construction Component which (x) include the Phase II Hotel/Casino Initial Construction Plans and Specifications, the Phase II Mall Initial Plans and the Phase II Mall Initial Construction Plans and Specifications to the extent already agreed upon with the Phase II Mall Buyer pursuant to the Phase II Mall Purchase Agreement, (y) otherwise comply with the requirements of the Phase II Mall Purchase Agreement and (z) are otherwise in form and substance reasonably satisfactory to the Construction Consultant, as certified to in the Construction Consultant’s Effective Date Certificate. Subject to (a)(i) finalizing the Plans and Specifications in a manner consistent with the standards set forth on Exhibit J and (ii) agreeing with the Phase II Mall Buyer on the Phase II Mall Initial Construction Plans and Specifications and finalizing them such that they become the Phase II Mall Final Construction Plans and Specifications and (b) submission of the finalized Plans and Specifications to the proper Governmental Instrumentality for any required approval, such Plans and Specifications shall constitute Final Plans and Specifications.

3.1.17 Lien Releases . LCR and the Phase II Mall Borrowers shall have delivered or caused to be delivered to the Disbursement Agent, each Funding Agent, the Bank Arranger and the Title Company:

(a) Unconditional Releases . Duly executed acknowledgments of payments and unconditional releases of mechanics’ and materialmen’s liens in the form of Exhibit Q or otherwise in form and substance reasonably satisfactory to each Funding Agent from each Contractor and Subcontractor performing work and/or providing services or materials with a value or contract price in excess of $1,500,000 (subject to an aggregate limit of $50,000,000, after which acknowledgements and releases shall be provided from each Contractor and Subcontractor regardless of the value or contract price of the work, services or materials being performed or provided by such Person) for all work, services and materials, including equipment and fixtures of all kinds, done, performed or furnished for the construction of the Phase II Project through the calendar month ended at least 30 days prior to the calendar month in which the Effective Date occurs, except for such work, services and materials the payment for which (i) is being disputed in good faith, by appropriate means and (ii) as applicable, LCR or the Phase II Mall Borrowers have provided appropriate reserves either through funds on deposit in the Lien Protection Account or an allocation in the Anticipated Cost Report which in the aggregate with all other amounts so reserved shall not exceed $20,000,000; and

(b) Conditional Releases . Duly executed acknowledgments of payments and releases of mechanics’ and materialmen’s liens in the form of Exhibit R or otherwise in form and substance reasonably satisfactory to each Funding Agent from each Contractor and Subcontractor performing work and/or providing services or materials with a value or contract price in excess of $1,500,000 (subject to an aggregate limit of $50,000,000, after which acknowledgements and releases shall be provided from each Contractor and Subcontractor regardless of the value or contract price of the work, services or materials being performed or provided by such Person) for all work, services and materials, including equipment and fixtures of all kinds, done, performed or furnished for the construction of the Phase II Project through the calendar month ended immediately prior to the calendar month in which the Effective Date occurs, conditioned only upon receiving payment of a specified amount, except for such work, services and materials the payment for which (i) is being disputed in good faith, by appropriate means and (ii) as applicable, LCR or the Phase II Mall Borrowers have provided appropriate reserves either through funds on deposit in the Lien Protection Account or an allocation in the Anticipated Cost Report which in the aggregate with all other amounts so reserved shall not exceed $20,000,000.

3.1.18 Litigation . No action, suit or proceeding of any kind shall have been instituted or, to the knowledge of LCR and the Phase II Mall Borrowers, pending or threatened, including actions or proceedings of or before any Governmental Instrumentality, to which any Loan Party, the Phase II Project or, to the knowledge of LCR and the Phase II Mall Borrowers, any other party to a Contract which is a Material Project Document, is a party or is subject, or by which any of them or any of their properties or the Phase II Project are bound that could reasonably be expected to have a Material Adverse Effect and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding if the same is reasonably expected to have a Material Adverse Effect.

3.1.19 Environmental Report . The Funding Agents shall have received a report in form, scope and substance reasonably satisfactory to them regarding the environmental matters pertaining to the Phase II Site which report includes (x) a “Phase I” environmental site

assessment and (y) a current compliance audit setting forth an assessment of the Phase II Site, current and past compliance with the Environmental Laws and an estimate of the cost of rectifying any non-compliance with the Environmental Laws. The Funding Agents shall have received, with respect to items (x) and (y) above, a reliance letter in connection therewith running to the benefit of the Agents and the Lenders.

3.2 Conditions Precedent to Equity Advances Prior to Initial Loan Advances . Prior to the Initial Bank Advance Date, LCR may, from time to time, cause cash equity contributions to be deposited into the Phase II Hotel/Casino Equity Account, the Disbursement Account and/or the Phase II Hotel/Casino Cash Management Account. Prior to the Initial Mall Advance Date, the Phase II Mall Borrowers may, from time to time, cause cash equity contributions to be deposited into the Phase II Mall Equity Account, the Disbursement Account and/or the Phase II Mall Cash Management Account. The conditions to Advances set forth in this Section 3.2 apply to Advances from (a) the Phase II Hotel/Casino Equity Account, the Phase II Hotel/Casino Cash Management Account and the Disbursement Account (with respect to funds deposited therein by LCR), in each case, at any time prior to the Initial Bank Advance Date and (b) the Phase II Mall Equity Account, the Phase II Mall Cash Management Account and the Disbursement Account (with respect to funds deposited therein by the Phase II Mall Borrowers), in each case, at any time prior to the Initial Mall Advance Date. Accordingly, with respect to each Advance to which this Section applies, upon the request of LCR and the Phase II Mall Borrowers, the Disbursement Agent shall release the requested funds from the applicable Account notwithstanding the fact that the conditions set forth in Section 3.5 (other than Sections 3.5.4 and 3.5.15 ) have not been satisfied. Notwithstanding any other items required to be set forth in an Advance Request, any Advance Request submitted by LCR and the Phase II Mall Borrowers with respect to Advances under this Section 3.2 needs only to include the date of the requested Advance from the applicable Account, the amount of such Advance, the payees and/or Accounts to which such Advance shall be paid and/or transferred and a certification to the effect that the conditions set forth in Section 3.5.15 are satisfied)). Each of LCR, Phase II Mall Holding and Phase II Mall Subsidiary acknowledge, however, that any inability on its or their part to satisfy the conditions set forth in Section 3.5 shall not affect its and their obligation to satisfy all such conditions at such time that an Advance is requested from any Facility in accordance with Section 3.3 , 3.4 or 3.5 . Further, in the event funds are disbursed to Phase II Mall Subsidiary from the Phase II Mall Equity Account, the Disbursement Account and/or the Phase II Mall Cash Management Account or to LCR from the Phase II Hotel/Casino Equity Account, the Disbursement Account and/or the Phase II Hotel/Casino Cash Management Account without satisfying the conditions set forth in Section 3.5 , any funds so released and expended will only be taken into consideration for purposes of Sections 3.3.2 , 3.4.2 or 3.5.17 to the extent such funds have been applied to pay Project Costs in accordance with the Project Budget and the Plans and Specifications, as confirmed by the Construction Consultant in the Construction Consultant’s Advance Certificate.

3.3 Conditions Precedent to Initial Mall Advanc e . The obligation of each Phase II Mall Lender to make the initial Advance under the Phase II Mall Construction Loan pursuant to this Agreement (the “ Initial Mall Advance ”) is subject to the prior satisfaction of each of the conditions precedent set forth in the Phase II Mall Construction Loan Agreement and hereinafter set forth in this Section 3.3 , in each case as reasonably determined by the Phase II Mall Agent unless otherwise waived by the Phase II Mall Agent (in its sole discretion) pursuant to Section 3.7 .

3.3.1 Conditions Precedent to Each Advance Satisfied . The conditions set forth in Sections 3.1 and 3.5 shall have been satisfied (or waived in accordance with Section 3.7 ), as certified by LCR and the Phase II Mall Borrowers in the initial Advance Request for the Initial Mall Advance.

3.3.2 Funding of Equity . Delivery to the Phase II Mall Agent of evidence reasonably satisfactory to the Phase II Mall Agent and the Construction Consultant that the Phase II Mall Intercompany Loan has been applied (or will be applied on the Initial Mall Advance Date) to the payment of Project Costs (exclusive of costs related to the acquisition and/or leasing of any portion of the Phase II Mall Air Space where any Loan Party is the tenant or the Phase II Hotel/Casino Retail Store Space) allocated pursuant to the Project Budget to the Phase II Mall, as certified to by the Construction Consultant in the Construction Consultant’s Advance Certificate.

3.3.3 Phase II Mall Air Parcel . The Phase II Mall Borrowers shall have completed the actions contemplated in Section 5.11(b) with respect to the Lido Air Space and the combined value of the Lido Air Space (which shall be a separate lot) and the Walgreen’s Air Space and the Vagabond Air Space (which shall be separate leasehold estates) shall be no less than $27,000,000 as shown in a FIRREA appraisal. The Bank Agent shall deliver a subordination agreement substantially in the form of Exhibit X-1 for recording against the Phase II Site pursuant to which the Liens held by the Bank Agent shall be subject and subordinate to the Phase II Mall Air Space Lease.

3.3.4 Project Documents . Delivery to the Disbursement Agent, the Phase II Mall Agent and the Construction Consultant, each in form and substance reasonably satisfactory to the Disbursement Agent and the Phase II Mall Agent (all in consultation, where applicable, with the Construction Consultant), of executed copies of:

(a) all Contracts with a contract price (or value) in excess of $10,000,000 then in effect, which Contracts shall be consistent with the Project Budget, the Project Schedule and the Plans and Specifications, as certified in the Advance Request delivered by the Phase II Mall Borrowers and the Construction Consultant’s Advance Certificate;

(b) the Subguard Insurance Policy (as amended to name the Disbursement Agent as the loss payee), or payment and performance bonds reasonably acceptable to the Phase II Mall Agent, shall be in full force and effect; and

3.3.5 A.L.T.A. Surveys . The Disbursement Agent and each Funding Agent shall have received A.L.T.A. surveys of the Phase II Mall Air Space and the Phase II Mall Space Easements related thereto, each satisfactory in form and substance to the Title Insurer, each Funding Agent and the Bank Arranger, reasonably current and certified to each such Person by a licensed surveyor satisfactory to each such Person, showing (a) as to the Phase II Mall Air Space, the exact location and dimensions thereof, including the location of all means of access thereto and all easements relating thereto and showing the perimeter within which all foundations are or are to be located; (b) as to such Phase II Mall Space Easements, the exact location and

dimensions thereof to the extent capable of being described, including the location of all means of access thereto, and all improvements or other encroachments in or on such Phase II Mall Space Easements, respectively; (c) the existing utility facilities (if any) that service or will service the Phase II Project (including water, electricity, gas, telephone, sanitary sewer and storm water distribution and detention facilities); (d) that such existing improvements do not encroach or interfere with adjacent property or existing easements or other rights (whether on, above or below ground), and that there are no gaps, gores, projections, protrusions or other survey defects other than Permitted Encumbrances; (e) whether the Phase II Mall Air Space or any portion thereof is located in a flood hazard zone; and (f) that there are no other matters that could reasonably be expected to be disclosed by a survey constituting a defect in title other than Permitted Encumbrances.

3.3.6 Phase II Mall Recognition Agreement . The Phase II Mall Agent and the Bank Agent shall have received executed counterparts from the Phase II Mall Buyer, LCR and the Phase II Mall Borrowers of a recognition agreement with respect to the Phase II Mall Purchase Agreement which conforms to the requirements of Section 5.13 of the Phase II Mall Construction Loan Agreement (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, the “ Phase II Mall Recognition Agreement ”) and any supplements or amendments thereto, all of which shall have been duly authorized, executed and delivered by the parties thereto, and shall be certified by an Authorized Representative of each of the Phase II Mall Borrowers and LCR as being true, complete and correct and in full force and effect.

3.4 Conditions Precedent to Initial Bank Adva nce . The obligation of each Bank Lender to make the initial Advance under the Bank Facilities pursuant to this Agreement (the “ Initial Bank Advance ”) is subject to the prior satisfaction of each of the conditions precedent hereinafter set forth in this Section 3.4 , in each case as reasonably determined by the Bank Agent unless otherwise waived by the Bank Agent (in its sole discretion) pursuant to Section 3.7 . Any confirmation or approval required to be delivered by the Bank Arranger in connection with the satisfaction of any condition precedent set forth in this Sections 3.4 or 3.5 shall be in writing.

3.4.1 Conditions Precedent to Each Advance Satisfied . The conditions set forth in Section 3.1 and Section 3.5 shall have been satisfied (or waived in accordance with Section 3.7 ), as certified by LCR and the Phase II Mall Borrowers in the initial Advance Request.

3.4.2 Funding of Equity . Delivery to the Bank Agent of evidence reasonably satisfactory to the Bank Agent and the Construction Consultant that cash in the aggregate amount of Five Hundred and Fifty-Two Million Dollars ($552,000,000) has been irrevocably and unconditionally contributed to LCR and that such contributions have been applied by LCR to payment of Project Costs (exclusive of costs related to the acquisition of any portion of the Phase II Site or the Phase II Mall Site) allocated pursuant to the Project Budget to the Phase II Hotel/Casino, as certified to by the Construction Consultant in the Construction Consultant’s Advance Certificate.

3.4.3 Initial Bank Advance Documents . Delivery to each Funding Agent, the Bank Arranger, the Construction Consultant and the Disbursement Agent (with such number of originally executed copies as they may reasonably request) of (a) true and correct copies of each

Initial Bank Advance Document, all of which shall be in form and substance reasonably satisfactory to the Disbursement Agent, the Bank Agent and the Bank Arranger’s Counsel and (in the case of the Cooperation Agreement, the COREA and the Phase II HVAC Services Agreements) the Phase II Mall Agent and the Bank Arranger (all in consultation, where applicable, with the Construction Consultant), and shall have been duly authorized, executed and delivered by the parties thereto, and each such Initial Bank Advance Document shall be certified by an Authorized Representative of LCR and the Phase II Mall Borrowers as of the Initial Bank Advance Date as being true, complete and correct and (to the best of LCR’s knowledge with respect Persons that are not Loan Parties) in full force and effect, (b) evidence satisfactory to the Disbursement Agent, the Bank Agent and the Bank Arranger’s Counsel and (in the case of the Cooperation Agreement, the COREA and the Phase II HVAC Services Agreements) the Phase II Mall Agent and the Bank Arranger that each such Initial Bank Advance Document is in full force and effect and no party to any such document is or, but for the passage of time or giving of notice or both will be, in breach of any obligation thereunder (including that no Phase II Mall Major Event or any other event that could entitle the Phase II Mall Buyer to terminate the Phase II Mall Purchase Agreement shall have occurred) (other than ( i) any breaches which would not reasonably be expected to have a Material Adverse Effect, and (ii) any breaches by the Phase II Mall Buyer under the Phase II Mall Purchase Agreement ), and (c) true and correct copies of all payment and/or performance bonds delivered to LCR pursuant to any Contracts or Subcontracts.

3.4.4 A.L.T.A. Surveys . If the Bank Agent did not approve in writing the A.L.T.A. surveys described in Section 3.3.5 , then the Disbursement Agent and the Bank Agent shall have received the A.L.T.A. surveys and conforming to the requirements of Section 3.3.5 .

3.4.5 Title Policy and Endorsement . If a commitment to issue title insurance was delivered pursuant to Section 3.1.14 , the policy of title insurance conforming with the requirements of Section 3.1.14 shall be delivered to the Bank Agent and a commitment from the Title Insurer, attached to the initial Advance Request with respect to the Bank Facilities, evidencing the Title Insurer’s unconditional commitment to issue an endorsement to each of the Bank Agent’s and the Phase II Mall Agent’s Title Policy in the form satisfactory to the Funding Agents and the Bank Arranger insuring the continuing priority of the Lien of each Deed of Trust with respect to the collateral covered thereby, including, without limitation, the Cooperation Agreement (as amended to cover the relationship between the Phase II Hotel/Casino and the Phase II Mall) and the COREA.

3.5 Conditions Precedent to Each Advanc e . Except as set forth in Section 3.2 , the obligations of each Funds Provider to make any Advances hereunder (including the Initial Mall Advance in accordance with Section 3.3 and the Initial Bank Advance in accordance with Section 3.4 ) are subject to the prior satisfaction of each of the following conditions precedent or waiver of conditions precedent pursuant to Section 3.7 :

3.5.1 Operative Documents . Each Financing Document shall be in full force and effect and each Project Document shall be in full force and effect, without amendment since the respective date of its execution and delivery, and in a form which was approved by the Bank Agent, the Phase II Mall Agent, the Bank Arranger, the Bank Arranger’s Counsel and/or the Disbursement Agent, under Section 3.1 , 3.3 or 3.4 (in each case to the extent approval was required under such sections), except (a) as permitted pursuant to Section 6.1, and (b) to the

extent the applicable Loan Party has entered into a replacement Operative Document to the extent permitted by Section 7.1.6 or if pursuant to such Section the applicable Loan Party is not required to enter into a replacement Operative Document, and each certificate delivered by LCR and/or the Phase II Mall Borrowers with respect to any such document shall be true and correct in all material respects, as certified by such Person(s) in the relevant Advance Request. If the Master Lease has been executed and delivered by LCR and the Phase II Mall Subsidiary, the Bank Agent shall have delivered the non-disturbance agreement in the form of Exhibit X-2 which shall be in full force and effect.

3.5.2 Representations and Warranties . Each representation and warranty of (a) LCR and the Phase II Mall Borrowers and each other Loan Party set forth in Article 4 or in any of the other Financing Agreements and Material Project Documents to which it is a party shall be true and correct in all material respects as if made on such date (except that any representation and warranty that relates expressly to an earlier date shall be deemed made only as of such earlier date), and (b) LCR and the Phase II Mall Borrowers’ knowledge, of each other party to a Material Project Document set forth in any of Financing Agreements or Material Project Documents shall be true and correct in all material respects as if made on such date (except that any representation and warranty that relates expressly to an earlier date shall be deemed made only as of such earlier date) unless in the case of representations referred to in clause (b) the failure of any such representation and warranty to be true and correct could not reasonably be expected to have a Material Adverse Effect, in each case, as certified by LCR and the Phase II Mall Borrowers in the relevant Advance Request.

3.5.3 Events of Default . No Event of Default or Potential Event of Default shall have occurred and be continuing or could reasonably be expected to result from such Advance, as certified by LCR and the Phase II Mall Borrowers in the relevant Advance Request.

3.5.4 Advance Request and Certificate . LCR and the Phase II Mall Borrowers shall have delivered to the Disbursement Agent, the Funding Agents and the Construction Consultant an executed Advance Request for the requested Advance in accordance with Section 2.4.1(a) , with all attachments, exhibits and certificates required thereby. Such Advance Request shall request an Advance in an amount sufficient to pay all amounts due and payable for work performed on the Phase II Project through the last day of the period covered by such Advance Request.

3.5.5 Construction Consultant’s Advance Certificate . Delivery to the Disbursement Agent of the Construction Consultant’s Advance Certificate with respect to the requested Advance as and when required by Section 2.4.1(c) , substantially in the form of Exhibit C-2 , approving (subject to the proviso in Section 2.4.1(c) ) the corresponding Advance Request.

3.5.6 Lien Releases . The Disbursement Agent and the Title Company shall have received:

(a) Unconditional Releases . Duly executed acknowledgments of payments and unconditional releases of mechanics’ and materialmen’s liens, in the form of Exhibit Q or otherwise in form and substance reasonably satisfactory to the Disbursement Agent,

from each Contractor and Subcontractor performing work and/or providing services or materials with a value or contract price in excess of $1,500,000 (subject to an aggregate limit of $50,000,000, after which acknowledgements and releases shall be provided from each Contractor and Subcontractor regardless of the value or contract price of the work, services or materials being performed or provided by such Person) for all work, services and materials, including equipment and fixtures of all kinds, done, performed or furnished for the construction of the Phase II Project through the last day covered by the immediately preceding Advance Request, except for such work, services and materials the payment for which (i) is being disputed in good faith, by appropriate means and (ii) as applicable, LCR or the Phase II Mall Borrowers have provided appropriate reserves either through funds on deposit in the Lien Protection Account or an allocation in the Anticipated Cost Report which in the aggregate with all other amounts so reserved shall not exceed $20,000,000 (or such larger amount as may be reasonably approved from time to time by the Funding Agents).

(b) Conditional Releases . Duly executed acknowledgments of payments and releases of mechanics’ and materialmen’s liens, in the form of Exhibit R or otherwise in form and substance reasonably satisfactory to the Disbursement Agent, from each Contractor and Subcontractor performing work and/or providing services or materials with a value or contract price in excess of $1,500,000 (subject to an aggregate limit of $50,000,000, after which acknowledgements and releases shall be provided from each Contractor and Subcontractor regardless of the value or contract price of the work, services or materials being performed or provided by such Person) for all work, services and materials, including equipment and fixtures of all kinds, done, performed or furnished for the construction of the Phase II Project from the last day covered by the immediately preceding Advance Request through the last day covered by the current Advance Request, conditioned upon receiving payment from the proceeds of the requested Advance, except for work, services or materials the payment for which (i) is being disputed in good faith, by appropriate means and (ii) as applicable, LCR or the Phase II Mall Borrowers have provided appropriate reserves either through funds on deposit in the Lien Protection Account or an allocation in the Anticipated Cost Report which in the aggregate with all other amounts so reserved shall not exceed $20,000,000 (or such larger amount as may be reasonably approved from time to time by the Funding Agents).

3.5.7 Title Policy Endorsement . The Disbursement Agent shall have received a commitment from the Title Insurer, attached to the Advance Request, evidencing the Title Insurer’s unconditional commitment to issue an endorsement to each of the Bank Agent’s and the Phase II Mall Agent’s Title Policy in the form of a 122 CLTA Endorsement insuring the continuing priority of the Lien of each Deed of Trust as security for the requested Advance and confirming and/or insuring that (i) since the previous disbursement from the Disbursement Account, there has been no change in the condition of title unless permitted by the Financing Agreements, and (ii) there are no intervening liens or encumbrances which may then or thereafter take priority over the respective Liens of the Deeds of Trust (other than the Permitted Encumbrances and such intervening liens or encumbrances securing amounts the payment of which are being disputed in good faith by LCR or Phase II Mall Subsidiary, as applicable, so long as the Disbursement Agent has received confirmation from the applicable Funding Agents that the Title Insurer has delivered to such Funding Agents any endorsement to the respective Title Policies required or desirable to assure against loss to the Secured Parties due to the priority of such lien or encumbrance).

3.5.8 Permits . LCR and the Phase II Mall Borrowers shall have certified in their Advance Request (and, as set forth in the Construction Consultant’s certificate related to such Advance Request, the Construction Consultant shall not have become aware of any inaccuracies therein) that:

(a) all material Permits described in Exhibit M as required to have been obtained by LCR, the Phase II Mall Borrowers or any other Person by the date of such Advance shall have been issued and be in full force and effect and not subject to current legal proceedings or to any unsatisfied conditions (that are required to be satisfied by the date of the relevant requested Advance) that could reasonably be expected to lead to material modification or revocation, and all applicable appeal periods with respect thereto shall have expired; and

(b) With respect to any of the material Permits described in Exhibit M as not yet required to be obtained, (i) each such Permit (except approval by the applicable Governmental Instrumentalities under Nevada subdivision law of the creation of the separate parcels which are to comprise the Phase II Mall Air Parcel) is of a type that is routinely granted following application and (ii) no facts or circumstances exist which indicate that any such Permit will not be obtainable prior to the time that it becomes required.

3.5.9 Additional Documents . With respect to any Contracts that are Material Project Documents entered into or obtained, transferred or required (whether because of the status of the construction or operation of the Phase II Project or otherwise) since the date of the most recent Advance, the Disbursement Agent shall have received (a) a Consent in the form of Exhibit S or otherwise in form and substance reasonably satisfactory to the Bank Agent (and, if either or both of the Phase II Mall Borrowers are party to such Contract, then the Disbursement Agent shall also receive a Consent in the form of Exhibit I to the Phase II Mall Construction Loan Agreement), and (b) to the extent that the Disbursement Agent has not received the Subguard Insurance Policy acceptable to the Funding Agents (and, if prior to the Initial Bank Advance, the Bank Arranger), then the Disbursement Agent shall have received payment and performance bonds with respect to such Contract in form and substance reasonably satisfactory to the Funding Agents (and, if prior to the Initial Bank Advance, the Bank Arranger).

3.5.10 Plans and Specifications . The Disbursement Agent and the Construction Consultant shall have received copies of all Plans and Specifications which, as of the date of the requested Advance Date, constitute Final Plans and Specifications subject, until such time as all Plans and Specifications have been prepared and completed by the Architect, to (a) agreeing with the Phase II Mall Buyer on the Phase II Mall Initial Construction Plans and Specifications and finalizing them such that they become the Phase II Mall Final Construction Plans and Specifications in a manner consistent with the standards set forth in the Phase II Mall Purchase Agreement (unless the Phase II Mall Buyer consents to any inconsistency) and Exhibit J (or as otherwise approved with a Required Scope Change Approval) (b) submission of the Phase II Mall Final Construction Plans and Specifications to the proper Governmental Instrumentality for any required approval (c) finalizing the Phase II Hotel/Casino Initial Construction Plans and Specifications such that they become Phase II Hotel/Casino Final Construction Plans and Specifications in a manner consistent with the standards set forth in Exhibit J (or as otherwise

approved with a Required Scope Change Approval) and (d) the submission of the Phase II Hotel/Casino Final Construction Plans and Specifications to the proper Governmental Instrumentality for any required approval.

3.5.11 Cash Management Accounts . With respect to any Advance Request which requests that funds be deposited in the Phase II Hotel/Casino Cash Management Account or the Phase II Mall Cash Management Account, LCR and the Phase II Mall Borrowers each shall have substantiated to the Construction Consultant’s satisfaction (as set forth in the Construction Consultant’s certificate), in the manner contemplated by the Advance Request, that (x) the amounts previously drawn by LCR from the Phase II Hotel/Casino Cash Management Account have been used to pay Project Costs allocable to the Phase II Hotel/Casino in accordance with the Project Budget and this Agreement and (y) the amounts previously drawn by the Phase II Mall Borrowers from the Phase II Mall Cash Management Account have been used to pay Project Costs allocable to the Phase II Mall in accordance with the Project Budget and this Agreement. After giving effect to the requested Advance, (from and after the Initial Bank Advance Date) the balance in the Phase II Hotel/Casino Cash Management Account will not exceed $6,500,000 and (from and after the Initial Mall Advance Date) the balance in the Phase II Mall Cash Management Account will not exceed $2,500,000.

3.5.12 Proceeds . LCR and the Phase II Mall Borrowers shall be in compliance with Sections 5.1.1 and 5.5 , and no demands for funds shall be outstanding under Section 5.5 .

3.5.13 Fees and Expenses . LCR and the Phase II Mall Borrowers shall have paid, or arranged for payment out of the requested Advance of, all fees, expenses and other charges then due and payable by it under this Agreement or under the other Financing Agreements or under any agreements between LVSI, VCR, LCR and/or the Phase II Mall Borrowers and any of the Independent Consultants to which LCR or a Phase II Mall Borrower is a party.

3.5.14 Insurance . Insurance complying in all material respects with the requirements of Exhibit O , Section 5.12 and Section 3.6 of the Phase II Mall Purchase Agreement shall be in place and in full force and effect.

3.5.15 Project Security . All of the Security Documents shall continue to be in full force and effect and all actions necessary or desirable (including all filings) in the reasonable opinion of the Disbursement Agent and the Funding Agents party thereto to perfect the security interests granted therein as a valid security interest over the applicable Project Security thereunder having the priority contemplated therefor by this Agreement and the Security Documents shall have been taken or made. All property, rights and assets then required for the Phase II Project shall be free and clear of all encumbrances except for Permitted Liens and Permitted Encumbrances.

3.5.16 Litigation . No action, suit or proceeding of any kind shall have been instituted or, to the knowledge of LCR and the Phase II Mall Borrowers, pending or threatened, including actions or proceedings of or before any Governmental Instrumentality, to which any Loan Party, the Phase II Project or, to the knowledge of LCR and the Phase II Mall Borrowers, any other party to a Contract which is a Material Project Document, is a party or is subject, or by

which any of them or any of their properties or the Phase II Project are bound, that could reasonably be expected to have a Material Adverse Effect and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding if the same could reasonably be expected to have a Material Adverse Effect.

3.5.17 In Balance Requirement . The Phase II Project shall be In Balance.

3.5.18 No Restriction . No order, judgment or decree of any applicable court, arbitrator or governmental authority shall purport to enjoin or restrain any Funds Provider from making the Advances to be made by it on the requested Advance Date.

3.5.19 Violation of Certain Regulations . The making of the requested Advance shall not violate any law including Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System.

3.5.20 Subdivision of the Phase II Site . Until such time as the Phase II Mall Air Parcel has been created and the Phase II Mall Air Parcel Creation Date has occurred, the Phase II Mall Borrowers shall (a) take all actions and do all things in accordance with Section 5.11(b) as may be reasonably necessary (i) to cause the Walgreen’s Air Space and the Vagabond Air Space to become separate legal parcels and (ii) to obtain the approval by the Clark County Planning Commission of the tentative map contemplated by NRS § 278.326 for each of the Walgreen’s Air Space and the Vagabond Air Space, (b) satisfy the conditions in Section 5.11(b) with respect to any separate legal parcels which have been subdivided prior to each Advance Date and (c) submit or cause the submission of all technical studies required under said statute; provided, however, aggregate Advances of the Phase II Mall Construction Loan shall not exceed $25,000,000 until the approval required under item (ii) of clause (a) has been obtained and the submission required under clause (c) has been completed; and further provided, however, that in no event shall any Advances of the Phase II Mall Construction Loan be made after April 29, 2005 until the approval required under item (ii) of clause (a) has been obtained and the submission required under clause (c) has been completed.

3.6 No Waiver or Estoppe l .

3.6.1 None of the execution of this Agreement, the occurrence of the Effective Date or the making of any Advance hereunder shall preclude any Funding Agent from later asserting that (and enforcing any remedies it may have if) any representation, warranty or certification made or deemed made by any Loan Party in connection with such Advance was not true and accurate when made. No course of dealing or waiver by any Funding Agent or Secured Party in connection with any condition precedent to any Advance under this Agreement or any Facility Agreement shall impair any right, power or remedy of any such Funding Agent or Secured Party with respect to any other condition precedent, or be construed to be a waiver thereof; nor shall the action of any Funding Agent or Secured Party in respect of any Advance affect or impair any right, power or remedy of such Funding Agent or any other Funding Agent or Secured Party in respect of any other Advance.

3.6.2 Unless otherwise notified to LCR or the Phase II Mall Borrowers, as applicable by their Funding Agents or Secured Party and without prejudice to the generality of Section 3.6.1 , the right of any Funding Agent or Secured Party to require compliance with any condition under this Agreement or its respective Facility Agreement which may be waived by such Funding Agent or Secured Party in respect of any Advance is expressly preserved for the purpose of any subsequent Advance.

3.7 Waiver of Conditions .

3.7.1 From the Initial Mall Advance Date through the Phase II Mall Release Date, the Phase II Mall Agent (acting in accordance with the Phase II Mall Construction Loan Agreement) shall be entitled to waive the conditions precedent to Advances set forth in Sections 3.3 and 3.5 with respect to Advances to be made from the Phase II Mall Funding Sources, without the consent of the Bank Agent or any other Person.

3.7.2 From and after the Initial Bank Advance Date, the Bank Agent (acting pursuant to the Bank Credit Agreement) shall be entitled to waive the conditions precedent to Advances set forth in Sections 3.4 and 3.5 with respect to Advances to be made from the Phase II Hotel/Casino Funding Sources, without the consent of the Phase II Mall Agent or any other Person.

ARTICLE 4 - REPRESENTATIONS AND WAR RANTIES

LCR makes all of the following representations and warranties as to itself to and in favor of the Bank Agent, the Bank Lenders and the Disbursement Agent as of the Effective Date and the date of each Advance, except as to such representations which relate to the Phase II Mall Borrowers or to an earlier date. The Phase II Mall Borrowers make all of the following representations and warranties as to themselves to and in favor of the Phase II Mall Agent, the Phase II Mall Lenders and the Disbursement Agent as of the Effective Date and the date of each Advance, except as to such representations which relate to LCR or to an earlier date. All of these representations and warranties shall survive the Effective Date and the Advances until, with respect to each Funding Agent and each Lender, the Obligations under such Funding Agent’s and Lender’s respective Facilities have been repaid in full and their respective Facility Agreements and the other respective Financing Agreements terminated.

4.1 Permits . There are no material Permits that are required or will become required for the ownership, construction, financing or operation of the Phase II Project, other than the Permits described in Exhibit M . Exhibit M accurately states the stage in construction by which each such Permit is required to be obtained. Each material Permit described in Exhibit M as required to be obtained by the date that this representation is deemed to be made by such Person is in full force and effect and is not at such time subject to any appeals or further proceedings or to any unsatisfied material condition (that is required to be satisfied by the date that this representation is deemed to be made) that would reasonably be expected to lead to material modification or revocation. The granting of each Permit described in Exhibit M as not required to have been obtained by the date that this representation is deemed to be made is of a type that is routinely granted, and the Person making this representation has no knowledge of any facts or circumstances which indicate that any such Permit will not be obtained prior to the time that it

becomes required. The Person making this representation is not in violation of any condition in any Permit applicable to it the effect of which could reasonably be expected to have a Material Adverse Effect.

4.2 Security Interests .

(a) The security interests granted to (x) the Bank Secured Parties pursuant to the Bank Security Documents in Bank Security (to the extent that this representation is being made by LCR) and (y) the Phase II Mall Secured Parties pursuant to the Phase II Mall Security Documents in Phase II Mall Security (to the extent that this representation is being made by the Phase II Mall Borrowers) (i) constitute and, with respect to subsequently acquired property included in such Project Security, will constitute, a valid and perfected security interest under the UCC and/or other applicable law, (ii) have and, with respect to such subsequently acquired property, will have been created and perfected under the UCC and/or other applicable law as aforesaid and (iii) have and, with respect to such subsequently acquired property, will have (A) as among the applicable Secured Parties, the priority contemplated thereby and (B) as between the applicable Secured Parties and any third Persons, superior priority and rights than the rights of any such third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise, subject to the rights and priorities of Permitted Liens. All such action as is necessary has been taken by LCR to establish and perfect the Bank Secured Parties’ rights in and to the Bank Security and by the Phase II Mall Borrowers to establish and perfect the Phase II Mall Secured Parties’ rights in and to the Phase II Mall Security, including any recording, filing, registration, giving of notice or other similar action. As of the Effective Date, no filing, recordation, re-filing or re-recording other than those listed on Exhibit P is necessary to perfect and maintain the perfection of the interest, title or Liens of the Security Documents, and on the Effective Date all such filings or recordings will have been made. LCR has properly delivered or caused to be delivered to the Bank Agent all Bank Security that requires perfection of the Lien and security interest described above by possession. The Phase II Mall Borrowers have properly delivered or caused to be delivered to the Phase II Mall Agent all Phase II Mall Security that requires perfection of the Lien and security interest described above by possession.

(b) No authorization, approval or other action by, and no notice to or filing with, any Governmental Instrumentality is required for either (i) the pledge or grant by any of the Loan Parties of the Liens purported to be created in favor of the applicable Secured Parties pursuant to any of the Security Documents to which such Loan Party is a party or (ii) the exercise by the Disbursement Agent and the other Secured Parties of any rights or remedies in respect of any Project Security (whether specifically granted or created pursuant to any of the Security Documents or created or provided for by applicable law), except for filings or recordings contemplated by Section 4.2(a) above or as set forth on Exhibit P or (with respect to the exercise of rights or remedies) authorizations and approvals related to Nevada Gaming Laws and Nevada Gaming Authorities.

(c) Except such as may have been filed in favor of the applicable Funding Agent as contemplated by Section 4.2(a) above or as set forth on Exhibit P, no effective UCC financing statement, fixture filing or other instrument similar in effect covering all or any part of the Project Security for the benefit of such Funding Agent is on file in any filing or recording office.

(d) All information supplied to the Disbursement Agent and the Funding Agents by or on behalf of LCR and the Phase II Mall Borrowers with respect to any of the Project Security owned or leased by such Person is accurate and complete in all material respects.

4.3 Existing Default s . There is no Potential Event of Default or Event of Default under any of the Operative Documents.

4.4 Availability of Services, Materials and Utilities . All services, materials and utilities necessary for the construction, operation and maintenance of the Phase II Project for its intended purposes and as contemplated by the Financing Agreements are or will be available at the Phase II Site or the Phase II Mall Space, as applicable, as and when required under the Project Schedule on financial terms consistent with the Project Budget.

4.5 In Balance Requiremen t . As of the Effective Date and each Advance Date (both before and after giving effect to the requested Advance), the Phase II Project is In Balance.

4.6 Sufficiency of Interests and Project Doc uments .

4.6.1 LCR owns the Phase II Site and the Phase II Site Easements in fee simple subject to no Liens other than Permitted Liens and Permitted Encumbrances. Phase II Mall Subsidiary has good and marketable fee simple or leasehold title in the Phase II Mall Space and the Phase II Mall Easements subject to no Liens other than Permitted Liens and Permitted Encumbrances. Other than those services to be performed and materials to be supplied that can be reasonably expected to be commercially available when and as required, LCR owns (or holds under lease) all of the property interests and has entered into all documents and agreements necessary to develop, construct, complete, own and operate the Phase II Hotel/Casino on the Phase II Site and Phase II Mall Subsidiary owns (or holds under lease) all of the property interests and has entered into all documents and agreements necessary to develop, construct and complete the Phase II Mall on the Phase II Mall Space, each in accordance with all Legal Requirements and the Project Schedule and as contemplated in the Financing Agreements to which they are a party.

4.6.2 Each of the Funding Agents and the Bank Arranger has received a true, complete and correct copy of each of the Contracts in effect or required to be in effect as of the date this representation is made or deemed made (including all exhibits, schedules, side letters and disclosure letters referred to therein or delivered pursuant thereto, if any). A list of all Contracts entered into as of the Effective Date is attached hereto as Exhibit U .

4.6.3 All conditions precedent to the obligations of the respective parties (other than LCR and the Phase II Mall Borrowers) under the Project Documents to which LCR or the Phase II Mall Borrowers are a party have been satisfied, except for such conditions precedent

(a) the failure of which to be satisfied could not reasonably be expected to have a Material Adverse Effect or (b) which by their terms cannot be met until a later stage in the construction or operation of the Phase II Project, and such Person has no reason to believe that any such condition precedent (the failure of which to be satisfied could reasonably be expected to have a Material Adverse Effect) cannot be satisfied on or prior to the appropriate stage in the construction or operation of the Phase II Project.

4.7 Project Budget; Summary Anticipa ted Cost Report .

4.7.1 The Project Budget (a) is, to the knowledge of LCR and the Phase II Mall Borrowers as of the Effective Date, based on reasonable assumptions as to all legal and factual matters material to the estimates set forth therein, (b) as of the Effective Date is consistent in all material respects with the provisions of the Operative Documents and the Financing Agreements to which such Person is a party, (c) has been and will be prepared in good faith and with due care, (d) as of the Effective Date sets forth, for each Line Item, the total costs anticipated to be incurred through Final Completion, (e) fairly represents the expectations of LCR and the Phase II Mall Borrowers with respect to all Project Costs anticipated to be incurred through Final Completion, (f) as of the Effective Date sets forth a total amount of Project Costs allocated pursuant to the Project Budget to the Phase II Mall and identifies the Required Phase II Mall Contingency, which together are not more than to the Available Phase II Mall Funds and (g) as of the Effective Date sets forth a total amount of Project Costs allocated pursuant to the Project Budget to the Phase II Hotel/Casino and identifies the Required Phase II Hotel/Casino Contingency, which together are not more than the Available Phase II Hotel/Casino Funds.

4.7.2 The Summary Anticipated Cost Report (as in effect from time to time):

(a) sets forth in column 3 thereof the amount allocated to each Line Item Category pursuant to the Project Budget then in effect;

(b) sets forth in column 8 thereof, for each Line Item Category, an aggregate amount no less than the aggregate amount set forth for such Line Item Category in the Project Budget then in effect less Realized Savings obtained with respect to such Line Item Category (and not reflected in the Project Budget);

(c) fairly represents the expectations of LCR and the Phase II Mall Borrowers with respect to all Project Costs anticipated to be incurred through Final Completion; and

(d) is true and correct in all material respects.

4.7.3 The Component Specific Anticipated Cost Reports accurately reflect the detail underlying the Summary Anticipated Cost Report, segregated by each Construction Component described therein.

4.7.4 The Anticipated Cost Report (as in effect from time to time) (a) sets forth in column 8 thereof, for each Line Item other than the “unallocated Phase II Hotel/Casino contingency” and “unallocated Phase II Mall contingency” Line Items, an amount no less than the total anticipated costs to be incurred by LCR and/or the Phase II Mall Borrowers from the

commencement through the completion of the work contemplated by such Line Item and (b) fairly represents the expectations of LCR and the Phase II Mall Borrowers with respect to all Project Costs anticipated to be incurred through Final Completion, each as determined by such Person and approved by the Construction Consultant in the Construction Consultant’s certificate dated the date on which this representation is made or deemed made.

4.8 Project Schedule . To the knowledge of LCR and the Phase II Mall Borrowers, the Project Schedule accurately specifies in summary form the work that such Person and the Construction Manager propose to complete in each calendar quarter from the Effective Date through the Final Completion of the Phase II Project, all of which can be expected to be achieved.

4.9 Proper Subdivision . The Phase II Site and the Phase II Mall Space (other than the Phase II Hotel/Casino Retail Store Space and, prior to the Phase II Mall Air Parcel Creation Date, the Phase II Mall Air Space) have each been properly subdivided or entitled to exception therefrom, and for all purposes the Phase II Site, the Phase II Mall Space and, after the Phase II Mall Air Parcel Creation Date, the Phase II Mall Air Space may each be mortgaged, conveyed and otherwise dealt with as separate legal lots or parcels. The parties acknowledge that this Agreement contemplates the creation of one or more separate legal parcels for the Phase II Mall Air Space.

ARTICLE 5 - AFFIRMATIVE COVENANTS

Each of LCR (with and for the benefit of the Bank Agent, the Bank Lenders and the Disbursement Agent) and each of Phase II Mall Holding and Phase II Mall Subsidiary (with and for the benefit of the Phase II Mall Agent, the Phase II Mall Lenders and the Disbursement Agent) covenants and agrees that, until this Agreement is terminated pursuant to Section 10.19 , it will.

5.1 Use of Proceeds; Repayment of In debtedness .

5.1.1 Proceeds . Deposit (a) all amounts required pursuant to Section 2.2.3(b) into the Bank Proceeds Account or the Phase II Hotel/Casino Equity Account, as applicable, (b) all amounts required pursuant to Section 5.5 into the Phase II Hotel/Casino Equity Account, the Phase II Mall Equity Account, the Supplemental Hotel/Casino Cash Account, the Free Cash Flow Sub-Account or the Supplemental Mall Cash Account , as applicable, (c) all Loss Proceeds and all amounts released from the Lien Protection Account into the Phase II Hotel/Casino Equity Account or the Phase II Mall Equity Account, in accordance with Section 5.13 , (d) all funds received by LCR, Phase II Mall Holding or Phase II Mall Subsidiary prior to the Final Completion Date (other than those permitted or required to be deposited elsewhere) (i) to the extent related to property and assets secured on a first-priority basis by the Bank Security Documents, into the Phase II Hotel/Casino Equity Account and (ii) to the extent related to property and assets secured on a first-priority basis by the Phase II Mall Security Documents, into the Phase II Mall Equity Account, and (e) all damages, liquidated or otherwise, and all other amounts paid to LCR prior to the Final Completion Date pursuant to the Construction Management Agreement and the other Project Documents into (i) with respect to such amounts allocated pursuant to the Project Budget to the Phase II Hotel/Casino, the Phase II Hotel/Casino

Equity Account, (ii) with respect to such amounts allocated pursuant to the Project Budget to the Phase II Mall, the Phase II Mall Equity Account and (iii) with respect to such amounts not specifically allocated pursuant to the Project Budget, to the Phase II Hotel/Casino Equity Account and the Phase II Mall Equity Account, respectively, pro rata based on the aggregate amount of total anticipated costs set forth in column 8 of the Summary Anticipated Cost Report as in effect from time to time for Line Items allocated to the Phase II Hotel/Casino compared to Line Items allocated to the Phase II Mall.

5.1.2 Project Costs. Apply all proceeds described in Section 5.1.1 above and all other amounts in the Accounts only to pay Project Costs (including, subject to Section 2.2.3(b) , to fund deposits related to the FF&E Component) in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, LCR and Phase II Mall Subsidiary, as applicable, shall (a) apply the proceeds of FF&E Financings and the Phase II Hotel/Casino Funding Sources (to the extent set forth in Section 2.2.3(b) ) only to the payment of Project Costs allocated to the FF&E Component, (b) apply amounts in the Phase II Hotel/Casino Cash Management Account and the Phase II Mall Cash Management Account only to pay Project Costs allocated to the Phase II Hotel/Casino and the Phase II Mall, respectively, as set forth in the Project Budget, (c) apply the proceeds of Phase II Hotel/Casino Funding Sources only to Project Costs for the Phase II Hotel/Casino and (d) apply the proceeds of Phase II Mall Funding Sources only to Project Costs for the Phase II Mall.

5.2 Diligent Construction of the Phase II Project . Take or cause to be taken all action, make or cause to be made all contracts, pay all Project Costs and do or cause to be done all things necessary to construct the Phase II Project diligently in accordance with the Construction Management Agreement, the Plans and Specifications, the Financing Agreements and the other Operative Documents (and, in any event, to cause Substantial Completion to occur no later than the Outside Completion Deadline and to cause the Phase II Mall Substantial Completion Date to occur no later than the Phase II Mall Outside Substantial Completion Date).

5.3 Reports; Cooperatio n .

5.3.1 Prior to the Final Completion Date, deliver to the Funding Agents, the Construction Consultant and the Disbursement Agent within thirty (30) days following the end of each calendar month a monthly status report describing in reasonable detail the progress of the construction of each Construction Component and the Phase II Project as a whole since the immediately preceding report hereunder, including without limitation, the cost incurred to the end of such month, an estimate of the time and cost required to complete each Construction Component and the Phase II Project as a whole and such other information which any Funding Agent or the Disbursement Agent may reasonably request including information and reports reasonably requested by the Construction Consultant.

5.3.2 Promptly after its receipt thereof, deliver to the Funding Agents, the Construction Consultant and the Disbursement Agent any progress reports provided by the Construction Manager pursuant to the Construction Management Agreement and such additional information as the Funding Agents or the Disbursement Agent may reasonably request.

5.4 Notices . Promptly, upon acquiring notice or giving notice, or obtaining knowledge thereof, as the case may be, provide to the Disbursement Agent, the Construction Consultant and the Funding Agents written notice of:

5.4.1 Any Event of Default or Potential Event of Default of which it has knowledge, specifically stating that an Event of Default or Potential Event of Default has occurred and describing such Event of Default or Potential Event of Default and any action being taken or proposed to be taken with respect to such Event of Default or Potential Event of Default.

5.4.2 Any event, occurrence or circumstance which reasonably could be expected to cause the Phase II Project to not be In Balance or render (a) LCR incapable of, or preventing it from (i) achieving the Substantial Completion Date on or before the Outside Completion Deadline or (ii) meeting any material obligation of LCR under the Material Project Documents to which it is a party as and when required thereunder or (b) the Phase II Mall Borrowers incapable of, or preventing them from (i) achieving the Phase II Mall Substantial Completion Date on or before the Phase II Mall Outside Substantial Completion Date or (ii) meeting any material obligation of the Phase II Mall Borrowers under the Material Project Documents to which they are a party as and when required thereunder.

5.4.3 Any termination or event of default or notice thereof under any Material Project Document.

5.4.4 Any change in the Authorized Representatives of LCR or either of the Phase II Mall Borrowers, and such notice shall include a certified specimen signature of any new officer or director so appointed and, if requested by any Funding Agent or the Disbursement Agent, satisfactory evidence of the authority of such new Authorized Representative.

5.4.5 Any proposed material change in the nature or scope of the Phase II Project or the business or operations of LCR or either of the Phase II Mall Borrowers.

5.4.6 Any notice of any schedule delay delivered under the Construction Management Agreement and all remedial plans and updates thereof.

5.4.7 Any other event or development which could reasonably be expected to have a Material Adverse Effect.

5.4.8 (a) Any proposed change to the Plans and Specifications requested by the Phase II Mall Buyer under the Phase II Mall Purchase Agreement which are not otherwise expressly permitted thereunder, (b) any objection to the proposals by the Phase II Mall Buyer related to items to be agreed under the Phase II Mall Purchase Agreement (including pursuant to Sections 2.1(c), 2.2(c), 2.3(b) or 3.2 of the Phase II Mall Purchase Agreement) which are not resolved by agreement of the parties to the Phase II Mall Purchase Agreement within fifteen (15) days of such objection, (c) any failure of the parties to the Phase II Mall Purchase Agreement to agree on the Phase II Mall Initial Plans, the Phase II Mall Initial Construction Plans and Specifications, the Phase II Mall Final Construction Plans and Specifications, the Initial Demising Wall Plan, the Final Demising Wall Plan or the As-Built Floor Area (as each such term is defined in the Phase II Mall Purchase Agreement) within the time periods required for

each by the Phase II Mall Purchase Agreement and (d) any dispute subject to the dispute resolution process in Section 9.2 of the Phase II Mall Purchase Agreement.

5.5 In Balance Deposi ts .

5.5.1 At such times, if ever, as the Phase II Project shall not be In Balance, deposit or cause to be deposited amounts in cash sufficient so that the Phase II Project is In Balance into (a) if the failure to be In Balance is pursuant to clause (a) of the definition of “In Balance,” by the Phase II Mall Borrowers (i) prior to the Initial Mall Advance Date, at the Phase II Mall Borrower’s election, the Disbursement Account, the Phase II Mall Equity Account and/or the Phase II Mall Cash Management Account and (ii) thereafter, into the Phase II Mall Equity Account or, at the Phase II Mall Borrowers’ election, the Supplemental Mall Cash Account; provided that amounts on deposit in the Supplemental Mall Cash Account shall at no time exceed Twenty-Five Million Dollars ($25,000,000) and (b) if the failure to be In Balance is pursuant to clause (b) of the definition of “In Balance,” by LCR (i) prior to the Initial Bank Advance Date, at LCR’s election, the Disbursement Account, the Phase II Hotel/Casino Equity Account and/or the Phase II Hotel/Casino Cash Management Account and (ii) thereafter, into the Phase II Hotel/Casino Equity Account or, at LCR’s election, the Supplemental Hotel/Casino Cash Account; provided that amounts on deposit in the Supplemental Hotel/Casino Cash Account (exclusive of amounts from time to time deposited in the Free Cash Flow Sub-Account pursuant to Section 5.5.2 ) shall at no time exceed Forty Million Dollars ($40,000,000).

5.5.2 Within five (5) Banking Days after the end of the applicable three-month period, deposit or caused to be deposited in the Free Cash Flow Sub-Account, in cash, the Free Cash Flow Credit Amount for such three-month period (or such lesser amount as may be necessary for the Phase II Project to be In Balance without relying on any Free Cash Flows from any other three-month period other than prior Free Cash Flow Credit Amounts already on deposit).

5.6 Indemnification; Costs and Exp enses . Pay all amounts required to be paid by LCR, Phase II Mall Holding or Phase II Mall Subsidiary pursuant to Section 10.15 .

5.7 Project Documents and Pe rmits . Deliver to the Disbursement Agent, the Funding Agents and the Construction Consultant promptly, but in no event later than ten (10) days after the receipt thereof by LCR or either of the Phase II Mall Borrowers, copies of (a) all Material Project Documents and material Permits obtained or entered into by LCR after the Effective Date, (b) any amendment, supplement or other modification to any Permit received by LCR after the Effective Date and (c) all notices relating to the Phase II Project or received by or delivered to LCR, Phase II Mall Holding or Phase II Mall Subsidiary from any Governmental Instrumentality.

5.8 Security Interest in Newly Acquire d Property . At any time from and after the earlier of the Initial Mall Advance Date and the Initial Bank Advance Date, if LCR or a Phase II Mall Borrower shall acquire (or shall have acquired since the Effective Date) any interest in property not covered by the Security Documents (other than property in which, pursuant to the applicable Financing Agreements, such Person is not required to grant a security interest in favor of any Bank Secured Party or Phase II Mall Secured Party, as applicable) or enter into a Project

Document, promptly upon such acquisition or execution, execute, deliver and record a supplement to the Security Documents, reasonably satisfactory in form and substance to each Funding Agent, if any, who, pursuant to the Financing Agreements, is entitled to have a security interest in such property, subjecting such interests to the lien and security interests created by the applicable Security Documents (with the priority contemplated thereby in favor of each applicable Secured Party) and (as to all Project Documents that are Material Project Documents) deliver to the Bank Agent and the Disbursement Agent, on behalf of the Secured Parties, consents to assignment, substantially in the form of Exhibit S (and, if either or both of the Phase II Mall Borrowers are party to such Contract, then the Disbursement Agent shall also receive Consent in the form of Exhibit I to the Phase II Mall Construction Loan Agreement) (in each case with such changes thereto as are reasonably acceptable to the Disbursement Agent) of any such Project Document.

5.9 Plans and Specificati ons . Provide to the Disbursement Agent and the Construction Consultant copies of, and maintain at the Existing Casino Resort, the Phase II Site or the Phase II Mall Space a complete set of Plans and Specifications, as in effect from time to time.

5.10 Construction Consulta nt .

(a) Cooperate and take reasonable steps to cause the Construction Manager and each other Contractor to cooperate with the Construction Consultant in the performance of the Construction Consultant’s duties hereunder and under the Construction Consultant Engagement Agreement. Without limiting the generality of the foregoing, LCR and the Phase II Mall Borrowers shall and shall take reasonable steps to cause the Construction Manager and each other Contractor to: (i) communicate with and promptly provide all invoices, documents, plans and other information reasonably requested by the Construction Consultant, (ii) authorize the Subcontractors to communicate directly with the Construction Consultant regarding the progress of the work, (iii) provide the Construction Consultant with access to the Phase II Site and the Phase II Mall Space and, subject to required safety precautions, the construction areas, (iv) provide the Construction Consultant with reasonable working space and access to telephone, copying and telecopying equipment and (v) otherwise facilitate the Construction Consultant’s review of the construction of the Phase II Project and preparation of the certificates required hereby.

(b) Pay or cause to be paid to the Construction Consultant out of the Advances made hereunder all amounts required under the Construction Consultant Engagement Agreement, which amounts shall be allocated pro rata based on ratio of 85:15 between Phase II Hotel/Casino Funding Sources and Phase II Mall Funding Sources.

(c) In addition to any other consultation required hereunder, following the end of each quarter, upon the reasonable request of any Funding Agent, consult with any such Person regarding any adverse event or condition identified in any report prepared by the Construction Consultant.

(d) Deliver to the Construction Consultant, no less than every calendar month, an updated Anticipated Cost Report.

5.11 Preserving the Project Securi ty .

(a) Subject to Sections 5.11(b) and 5.11(c) , undertake all actions which are necessary or appropriate in the reasonable judgment of the Funding Agents to (i) maintain the Secured Parties’ respective security interests under the Security Documents in the Project Security in full force and effect at all times (including the priority thereof), and (ii) preserve and protect the Project Security and protect and enforce each applicable Loan Party’s rights and title and the respective rights of the Secured Parties to the Project Security, including, without limitation, the making or delivery of all filings and recordations, the payments of taxes, fees and other charges, the issuance of supplemental documentation, the discharge of all claims or other liens other than Permitted Liens adversely affecting the respective rights of the Secured Parties to and under the Project Security and the publication or other delivery of notice to third parties.

(b) Take all actions and do all things as may be reasonably necessary to cause the entire Phase II Mall Air Space to become one or more separate legal parcels (collectively, the “ Phase II Mall Air Parcel ”) under Nevada Revised Statutes, Chapter 278 as promptly as practicable. The Phase II Mall Borrowers shall, upon creation of, or the subdivision of any portion of, the Phase II Mall Air Parcel now subject to the Phase II Mall Air Space Lease, deliver a notice to such effect to the Disbursement Agent, and the Funding Agents. Promptly after each such legal parcel has been created (and in any event no later than 10 days thereafter), at Phase II Mall Subsidiary’s sole cost and expense, in substantially concurrent transactions:

(c) Substantially concurrently with the foregoing, and as a condition precedent thereto, the Phase II Mall Borrowers shall deliver to each Funding Agent: (A) a legal opinion from counsel reasonably acceptable to each Funding Agent to the effect that (1) each legal parcel that has been created as described in clause (b) of this Section 5.11 (and, after all such legal parcels have been created, to the entire Phase II Mall Air Parcel) has been legally created as one or more separate legal parcels under Nevada Revised Statutes, Chapter 278 and (2) that each Deed of Trust, as amended or re-recorded, is enforceable in accordance with its terms and is effective to create the security interests described therein, and (3) such other legal opinions as each Funding Agent may reasonably request, each in form and substance reasonably satisfactory to each such Funding Agent, and (B) endorsements, or commitments by the Title Insurer to issue endorsements, in each case, in form and substance satisfactory to each Funding Agent, to each Funding Agent’s respective Title Policies, insuring the continuing perfection and priority of the respective Liens on the Project Security (after giving effect to the amendments, re-recordations and the other matters contemplated by Section 5.11(b)) .

5.12 Insurance . (a) Until the Phase II Mall Release Date, comply in all material respects with the insurance requirements of Exhibit O (including maintaining in full force and effect the Subguard Insurance Policy or payment and performance bonds complying with the requirements of Section 3.5.9 ) and Section 3.6 of the Phase II Mall Purchase Agreement and (b) from and after the Phase II Mall Release Date, comply in all material respects with the insurance requirements set forth in the Cooperation Agreement.

5.13 Application of Insurance and Condemnatio n Proceeds . If any Event of Loss shall occur with respect to the Phase II Project or any part thereof, each of the Phase II Mall Borrowers and LCR shall (a) promptly upon discovery or receipt of notice thereof provide written notice thereof to the Disbursement Agent, each Funding Agent and, if required under the Phase II Mall Purchase Agreement, the Phase II Mall Buyer and (b) diligently pursue all its rights to compensation against all relevant insurers, reinsurers and/or Governmental Instrumentalities, as applicable, in respect of such event and (c) comply with the applicable provisions of the Phase II Mall Purchase Agreement and (to the extent applicable) the obligations under Articles X and XI of the Cooperation Agreement. All amounts and proceeds (including instruments) in respect of any Event of Loss, including the proceeds of any insurance policy required to be maintained by LCR, Phase II Mall Holding or Phase II Mall Subsidiary hereunder (collectively, “ Loss Proceeds ”) shall be applied as provided in this Section 5.13 and, to the extent such Loss Proceeds are allocable to the Phase II Mall, in accordance with Article 18 of the Phase II Mall Purchase Agreement. Loss Proceeds shall be allocated pro rata between the Phase II Hotel/Casino and the Phase II Mall based on the respective losses or damages related to each in respect of which such Loss Proceeds have been received. All Loss Proceeds shall be paid by the insurers, reinsurers, Governmental Instrumentalities or other payors directly to the Disbursement Agent for deposit in (x) with respect to Loss Proceeds allocated to the Phase II Hotel/Casino, the Phase II Hotel/Casino Equity Account and (y) with respect to Loss Proceeds allocated to the Phase II Mall, the Phase II Mall Equity Account. If any Loss Proceeds are paid directly to LCR,

any Affiliate of LCR, any Funding Agent or any Lender by any insurer, reinsurer, Governmental Instrumentality, “Trustee” (pursuant to and as defined in the Cooperation Agreement) or such other payor, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of LCR or such other Person, and (iii) LCR or such other Person shall pay (or, if applicable, LCR shall cause such of its Affiliates to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the Accounts specified in clauses (x) and (y) above. In the event that either (A) for a period of ninety (90) days after any Loss Proceeds are deposited in such Accounts, LCR and the Phase II Mall Borrowers are not permitted pursuant to the terms hereof to obtain Advances of any portion of such Loss Proceeds or (B) for so long as the Mortgage Notes Indenture shall be in effect, any such Loss Proceeds are not permitted to be used to rebuild, restore, repair or replace the Phase II Project pursuant to Section 4.11 of the Mortgage Notes Indenture, then (I) with respect to Loss Proceeds allocated to the Phase II Hotel/Casino, LCR shall cause such proceeds to be used make prepayments in accordance with the Bank Credit Agreement and (II) with respect to Loss Proceeds allocated to the Phase II Mall, the Phase II Mall Borrowers shall use such proceeds in accordance with the Phase II Mall Construction Loan Agreement.

5.14 Construction within Lot Lines . Construct or cause to be constructed the Phase II Hotel/Casino within the Phase II Site and the Phase II Mall within the Phase II Mall Space.

5.15 Compliance with Material Projec t Documents . LCR and each of the Phase II Mall Borrowers shall comply duly and promptly, in all material respects, with its obligations, and enforce all of its or their respective rights under all Material Project Documents, except where the failure to comply or enforce such rights, as the case may be, could not reasonably be expected to have a Material Adverse Effect.

5.16 Utility Easement Modificatio ns . LCR and the Phase II Mall Borrowers shall immediately commence and diligently proceed to cause all utility or other easements that would materially interfere with the construction or maintenance of the improvements within the Phase II Project to be removed as expeditiously as possible. In any event, LCR and the Phase II Mall Borrowers shall remove such easements before they interfere in any material respect with the prosecution in accordance with the Project Schedule of the work involved with the Phase II Project. In the event such easements are not removed prior to such time as reasonably determined by the Construction Consultant, and LCR fails to provide title insurance to the Bank Lenders or the Phase II Mall Borrowers fail to provide title insurance to the Phase II Mall Lenders, each in form reasonably satisfactory to them insuring over any loss such Lenders may suffer as a result of LCR or the Phase II Mall Borrowers’ failure to so remove such easements, then LCR and the Phase II Mall Borrowers, as applicable (a) agree that the Disbursement Agent shall have the right to authorize such advances as it deems appropriate in order to remove or insure over the utility easements as exceptions to the title insurance policies in favor of the applicable Lenders, and (b) hereby grants to the Disbursement Agent an irrevocable power of attorney to take such further steps in the name of each such Person as the Construction Consultant determines are appropriate in order to remove or insure over such easements.

5.17 Phase II Mall Recognition Agree ment . On or prior to January 29, 2005 (time being of the essence), the Phase II Mall Agent and the Bank Agent shall have received executed

counterparts from the Phase II Mall Buyer, LCR and the Phase II Mall Borrowers of the Phase II Mall Recognition Agreement and any supplements or amendments thereto, all of which shall (a) have been duly authorized, executed and delivered by the parties thereto, (b) be in form and substance reasonably satisfactory to the Funding Agents and the Bank Arranger, and (c) be certified by an Authorized Representative of each of the Phase II Mall Borrowers and LCR as being true, complete and correct and in full force and effect.

ARTICLE 6 - NEGATIVE COVENANTS

6.1 Waive r, Modification and Amendment .

6.1.1 Directly or indirectly enter into, amend, modify, terminate (except in accordance with its terms), supplement or waive a right or permit or consent to the amendment, modification, termination (except in accordance with its terms), supplement or waiver of any of the provisions of, or give any consent under (a) any Permit, the effect of which could reasonably be expected to have a Material Adverse Effect or result in a breach under the Phase II Mall Purchase Agreement, or (b) any Material Project Document (except with respect to Contracts to the extent in accordance with Section 6.1.2 or Section 6.1.3 below), in each case, without obtaining the prior written consent of each Funding Agent (which consent shall not be unreasonably withheld).

6.1.2 Notwithstanding Section 6.1.1 , LCR and the Phase II Mall Borrowers may enter into Contracts constituting Material Project Documents consistent with the Plans and Specifications, the Project Schedule and the Project Budget, as each is in effect from time to time. Each such Contract shall be in writing and shall become effective when and only when: (i) the parties thereto have executed and delivered the Contract (with the effectiveness thereof subject only to satisfaction of the conditions in clauses (ii), (iii), (iv), (v) and (vi) below); (ii) LCR and the Phase II Mall Borrowers have submitted to the Disbursement Agent an Additional Contract Certificate together with all exhibits, attachments and certificates required thereby (including the Construction Consultant’s Certificate), each duly completed and executed; provided, however, that such submission of an Additional Contract Certificate shall not be required for any Contract with a contract price or value less than $25,000,000; (iii) if entering into such Contract will result in an amendment to the Project Budget or extension of the Outside Completion Deadline, LCR and the Phase II Mall Borrowers have complied with the requirements of Section 6.3 ; provided, however, the Phase II Mall Outside Completion Date shall not be extended without the prior consent of the Phase II Mall Buyer to the extent, if any, such consent is required; (iv) if entering into such Contract will have the effect of a Scope Change, LCR and the Phase II Mall Borrowers have complied with the provisions of Section 6.2 ; provided, however, no such Scope Change shall be permitted without the prior consent of the Phase II Mall Buyer (unless such consent is not required under the Phase II Mall Purchase Agreement); (v) if entering into such Contract will cause the Phase II Project not to be In

Balance, LCR and the Phase II Mall Borrowers, as applicable, have complied with the requirements of Section 5.5 ; and (vi) the Disbursement Agent has acknowledged receipt of the materials referenced in clause (ii) above, as contemplated in the Additional Contract Certificate (which the Disbursement Agent agrees to promptly do upon receipt of said material).

6.1.3 Notwithstanding Section 6.1.1 , LCR and the Phase II Mall Borrowers may, from time to time, amend the Construction Management Agreement or any other Contract to change the scope of the work, the payment obligations of LCR and/or the Phase II Mall Borrowers thereunder or any other provision thereof. Any such amendment shall be in writing and shall identify with particularity all changes being made. Each such amendment shall be effective when and only when: (i) the parties to such amendment have executed and delivered the contract amendment (with the effectiveness thereof subject only to satisfaction of the conditions in clauses (ii), (iii), (iv), (v), (vi) and (vii) below); (ii) LCR and the Phase II Mall Borrowers have submitted to the Disbursement Agent a Contract Amendment Certificate together with all exhibits, attachments and certificates required thereby each duly completed and executed; provided, however, that such submission of a Contract Amendment Certificate shall not be required in connection with any individual change order to a Contract where the change order has a value of less than $2,500,000 or for any series of related change orders with an aggregate value of less than $2,500,000; (iii) if such amendment will result in an amendment to the Project Budget or extension of the Outside Completion Deadline, LCR and the Phase II Mall Borrowers have complied with the requirements of Section 6.3 ; provided, however, the Phase II Mall Outside Completion Date shall not be extended without the prior consent of the Phase II Mall Buyer to the extent, if any, such consent is required; (iv) if such amendment will change the scope of work or otherwise will have the effect of a Scope Change, the Phase II Mall Borrowers has complied with the provisions of Section 6.2 ; provided, however, no such Scope Change shall be permitted without the prior consent of the Phase II Mall Buyer (unless such consent is not required under the Phase II Mall Purchase Agreement); (v) if such amendment will cause the Phase II Project not to be In Balance, LCR and the Phase II Mall Borrowers have complied with the requirements of Section 5.5 ; (vi) such amendment could not reasonably be expected to have a Material Adverse Effect or otherwise result in a breach of the Phase II Mall Purchase Agreement and (vii) the Disbursement Agent has acknowledged its receipt of the materials referenced in clause (ii) above, as contemplated in the Contract Amendment Certificate (which the Disbursement Agent agrees to promptly do upon receipt of said materials).

6.2 Scope Cha nges .

6.2.1 Without obtaining the Required Scope Change Approval, direct, consent to or enter into any Scope Change if such Scope Change:

(a) will increase the amount of Project Costs, unless LCR and/or the Phase II Mall Borrowers comply with the requirements of Section 5.5 and/or amend the Project Budget as provided in Section 6.3.1 so that, after giving effect to the proposed Scope Change, the Phase II Project shall be In Balance; or

(b) in the reasonable judgment of the Construction Consultant (based on its experience, familiarity and review of the Phase II Project and representations provided by LCR and the Phase II Mall Borrowers, the Contractors and

Subcontractors), (i) is not a Safe Harbor Scope Change; (ii) has a reasonable likelihood of delaying the Substantial Completion Date beyond the Outside Completion Deadline or the Phase II Mall Substantial Completion Date beyond the Phase II Mall Outside Substantial Completion Date; (iii) has a reasonable likelihood of delays resulting in any material adverse modification or material impairment of the enforceability of any material warranty under the Construction Management Agreement or any other Contract; (iv) is not permitted by a Project Document and such breach has a reasonable likelihood of materially adversely impacting the Phase II Hotel/Casino or the Phase II Mall or the obligations of the parties under the Phase II Mall Purchase Agreement; (v) is inconsistent with or not permitted by the Phase II Mall Purchase Agreement (and has not been consented to by the Phase II Mall Buyer), (vi) has a reasonable likelihood of presenting a significant risk of the revocation or material adverse modification of any material Permit; or (vii) in the reasonable judgment of the Construction Consultant, has a reasonable likelihood of causing the Phase II Project not to comply with Legal Requirements (provided that the Construction Consultant shall be entitled to determine that no violation of any Legal Requirement will occur on the basis of a certification by LCR and the Phase II Mall Borrowers to such effect unless the Construction Consultant is aware of any inaccuracies in such certification). Prior to implementing any Scope Change, LCR and the Phase II Mall Borrowers shall submit an Additional Contract Certificate or Contract Amendment Certificate and otherwise comply with the provisions of Section 6.1.2 or 6.1.3 , as applicable.

6.3 Project Budget and Project Sche dule Amendment . Directly or indirectly, amend, modify, allocate, re-allocate or supplement or permit or consent to the amendment, modification, allocation, re-allocation or supplementation of, any of the Line Items, Line Item Categories or other provisions of the Project Budget or modify or extend the Outside Completion Deadline, except as follows:

6.3.1 Permitted Budget Amendments .

(a) Concurrently with the implementation of any Scope Change permitted hereunder, LCR and the Phase II Mall Borrowers shall submit a Project Budget/Schedule Amendment Certificate and amend the Project Budget in accordance with the provisions of Section 6.3.1(b) to the extent necessary so that the amount set forth therein for each Line Item shall reflect all Scope Changes that have been made to such Line Item. LCR and the Phase II Mall Borrowers may from time to time amend the Project Budget in accordance with the provisions of Section 6.3.1(b) in order to increase, decrease or otherwise reallocate amounts allocated to specific Line Items or Line Item Categories; provided that, after giving effect to such adjustment, the Phase II Project shall be capable of being completed in accordance with the Plans and Specifications and no such adjustment shall modify any of LCR or the Phase II Mall Borrowers’ respective obligations to complete the Phase II Project in accordance with the Plans and Specifications.

(b) (i) LCR and the Phase II Mall Borrowers shall implement any amendment to the Project Budget by delivering to the Disbursement Agent a Project Budget/Schedule Amendment Certificate together with all exhibits,

attachments and certificates required thereby, each duly completed and executed. Such Project Budget/Schedule Amendment Certificate shall describe with particularity the Line Item, or Line Item Category increases, decreases, contingency allocations, and other proposed amendments to the Project Budget and shall otherwise conform to the requirements of this Agreement.

(ii) Increases to the aggregate amount budgeted for any Line Item Category allocated in the Project Budget to the Phase II Hotel/Casino will only be permitted to the extent of (A) allocation of Realized Savings obtained in a different Line Item Category allocated in the Project Budget to the Phase II Hotel/Casino, (B) allocation of previously “ unallocated Phase II Hotel/Casino contingency ” (so long as after giving effect to such allocation the Unallocated Phase II Hotel/Casino Contingency Balance will equal or exceed the Required Phase II Hotel/Casino Contingency), or (C) allocation of new or previously unallocated Available Phase II Hotel/Casino Funds.

(iii) Increases to the aggregate amount budgeted for any Line Item Category allocated in the Project Budget to the Phase II Mall will only be permitted to the extent of (A) allocation of Realized Savings obtained in a different Line Item Category allocated in the Project Budget to the Phase II Mall, (B) allocation of previously “unallocated Phase II Mall contingency” (so long as after giving effect to such allocation the Unallocated Phase II Mall Contingency Balance will equal or exceed the Required Phase II Mall Contingency), or (C) allocation of new or previously unallocated Available Phase II Mall Funds.

(iv) Decreases to any Line Item Category will only be permitted upon obtaining Realized Savings in such Line Item Category.

(v) Increases and decreases to particular Line Items shall be permitted to the extent not inconsistent with the foregoing provisions of this Section 6.3.1 ; provided that (A) increases to the “unallocated Phase II Hotel/Casino contingency” Line Item shall only be permitted to the extent of (x) allocation of Realized Savings obtained in any Line Item Category allocated in the Project Budget to the Phase II Hotel/Casino or (y) an increase in Available Phase II Hotel/Casino Funds and (B) increases to the “unallocated Phase II Mall contingency” Line Item shall only be permitted to the extent of (x) allocation of Realized Savings obtained in any Line Item Category allocated in the Project Budget to the Phase II Mall or (y) an increase in Available Phase II Mall Funds.

6.3.2 Permitted Schedule Amendments . If an Event of Loss or an Event of Force Majeure occurs, LCR and the Phase II Mall Borrowers may, from time to time, amend the Project Schedule to extend the Outside Completion Deadline, but not beyond twelve (12) months after the Outside Completion Deadline in effect on the Effective Date by delivering to the Disbursement Agent a Project Budget/Schedule Amendment Certificate (a) containing a revised Project Schedule reflecting the new Outside Completion Deadline, (b) complying with the provisions of Section 6.3.1(b) with respect to the changes in the Project Budget that will result from the extension of the Outside Completion Deadline; and (c) containing a certification by LCR and the Phase II Mall Borrowers, confirmed by the Construction Consultant in a certificate

attached thereto, that the proposed extension is reasonably necessary to overcome any delays caused by the Event of Loss or Event of Force Majeure, provided, however, in no event shall the foregoing amendment affect the Phase II Mall Outside Substantial Completion Date unless expressly permitted under the Phase II Mall Purchase Agreement or otherwise consented to by the Phase II Mall Buyer.

6.3.3 Amendment Certificates . Upon submission of the Project Budget/Schedule Amendment Certificate to the Disbursement Agent, together with all exhibits, attachments and certificates required pursuant thereto, each duly completed and executed, such amendment shall become effective hereunder, and the Project Budget for the Phase II Project and, if applicable, the Project Schedule and the Outside Completion Deadline, shall thereafter be as so amended.

6.4 Limitation on Lien s . Create, assume or suffer to exist any Lien, securing a charge or obligation on the Phase II Hotel/Casino or the Phase II Mall Project or on any of the Project Security, real or personal, whether now owned or hereafter acquired, except Permitted Liens and Permitted Encumbrances.

6.5 Openin g . Cause or permit the Phase II Hotel/Casino Opening Date to occur unless each of the Phase II Hotel/Casino Opening Conditions has been satisfied (or waived by each of the Bank Agent and the Bank Arranger in their sole discretion, provided that the conditions set forth in clauses (f), (j) and (k) of the definition of “Phase II Hotel/Casino Opening Date Conditions” shall not be waivable and must be satisfied) and LCR has delivered to the Disbursement Agent a certificate substantially in the form of Exhibit W-5 (with all attachments and exhibits thereto) and the Construction Consultant has delivered to the Disbursement Agent a certificate substantially in the form of Exhibit W-6 ; provided, however, that the garage and/or the meeting complex areas within the Phase II Hotel/Casino contemplated by the Plans and Specifications may be opened (in their entirety or in one or more phases) without satisfying the Phase II Hotel/Casino Opening Conditions, so long as such portion of the Phase II Hotel/Casino is permitted to be open under applicable Legal Requirements.

6.6 Phase II Hotel/Casino R etail Store Space . Cause or permit the Phase II Hotel/Casino Retail Store Space described in the Master Lease (a) to exceed 65,000 square feet or (b) to be located other than approximately within the area shown on Exhibit T-4 , without in each case the prior written approval of the Funding Agents and the Bank Arranger (such approval not to be unreasonably withheld or delayed); provided, however, that LCR and the Phase II Mall Borrowers shall have the right, subject to the consent of the Funding Agents and the Bank Arranger (which consent shall not be required so long as LCR and the Phase II Mall Borrowers are in compliance with Sections 3.5.17 , 4.5 , 6.2 and 6.3 of this Agreement), to add to the Phase II Hotel/Casino Retail Store Space all or any portion of the restaurant space on the casino level of the Phase II Hotel/Casino (the “ Casino Level Restaurant Space ”). If any Casino Level Restaurant Space is added to the Phase II Hotel/Casino Retail Store Space pursuant to the proviso clause of the preceding sentence, then, notwithstanding any other provision of this Agreement, the Project Costs allocable to the Casino Level Restaurant Space shall be transferred in the Project Budget from the Phase II Hotel/Casino to the Phase II Mall and, if any such Project Costs have previously been paid (any such amounts, the “ Previously Paid Restaurant Costs ”), the next Advances to pay Project Costs allocable to the Phase II Hotel Casino shall be funded by

Phase II Mall Funding Sources in an amount equal to the amount of such Previously Paid Restaurant Costs.

6.7 Title Insurer Escrow Agreement . Enter into any Title Insurer Escrow Agreement without the prior written approval of the Funding Agents (such approval not to be unreasonably withheld or delayed).

ARTICLE 7 - EVENTS OF DEFAULT

7.1 Events of Defaul t . The occurrence of any of the following events shall constitute an event of default (“ Event of Default ”) hereunder:

7.1.1 Other Financing Documents . The occurrence of an “Event of Default” under and as defined in the Bank Credit Agreement or the Phase II Mall Construction Loan Agreement.

7.1.2 Failure to Demonstrate Balancing . The failure, from time to time after the earlier of (a) the Initial Mall Advance in accordance with Section 3.3 and (b) the Initial Bank Advance, of the Phase II Project to be In Balance, if such failure shall continue for 30 consecutive days without being cured or waived.

7.1.3 Inability to Deliver Certificates . The failure, for 60 consecutive days, of LCR and the Phase II Mall Borrowers each to submit an Advance Request which is approved, unless each such Person demonstrates to the reasonable satisfaction of the Disbursement Agent, after consultation with the Construction Consultant, that the Phase II Project shall be In Balance.

7.1.4 Covenants .

(a) LCR or either of the Phase II Mall Borrowers shall fail to perform or observe any of its obligations under Sections 5.1.2 , or 5.12 or Article 6 ;

(b) LCR or either of the Phase II Mall Borrowers shall fail to perform or observe any of its obligations under Section 5.1.1 , where such failure shall continue for five (5) Banking Days without being cured; or

(c) LCR or either of the Phase II Mall Borrowers shall fail to perform or observe any of its obligations under Article 5 or any other obligation under this Agreement (other than those listed in Section 7.1.4(a) or (b)) where such default shall not have been remedied within thirty (30) days after notice of such failure; provided , however , if such default is of a nature such that it cannot reasonably be remedied within such thirty (30) day period, but is susceptible to cure within a longer period, an Event of Default shall not result therefrom so long as (i) LCR and the Phase II Mall Borrowers, as applicable, has, promptly upon discovery thereof, given written notice to the Funding Agents of such default, (ii) LCR and the Phase II Mall Borrowers, as applicable, as promptly as practicable commences action reasonably designed to cure such default and continues diligently to pursue such action until cured (but in no event longer than

ninety (90) days in the aggregate), and (iii) such default does not have a Material Adverse Effect.

7.1.5 Breach of Contracts . Any Loan Party or any other party thereto shall breach or default under any term, condition, provision, covenant, representation or warranty contained in any Contract, if the effect of such breach or default could reasonably be expected to have a Material Adverse Effect and such breach or default shall continue unremedied for thirty (30) days after notice received by LCR or the Phase II Mall Borrowers from their respective Funding Agent; provided, however, that in the case of any such Contract, (a) if the breach or default is by a Loan Party and is reasonably susceptible to cure within ninety (90) days but cannot be cured within such thirty (30) days despite the applicable Loan Party’s good faith and diligent efforts to do so, the cure period shall be extended as is reasonably necessary beyond such thirty (30) day period (but in no event longer than ninety (90) days) if remedial action reasonably likely to result in cure is promptly instituted within such thirty (30) day period and is thereafter diligently pursued until the breach or default is corrected and (b) if the breach is by a party other than LCR, Phase II Mall Holding or Phase II Mall Subsidiary, then no Event of Default shall be deemed to have occurred as a result of such breach if LCR and the Phase II Mall Borrowers provide written notice to the Funding Agents immediately upon (but in no event more than two (2) Banking Days after) LCR, Phase II Mall Holding or Phase II Mall Subsidiary’s becoming aware of such breach that such Loan Party intends to replace such Contract (or that replacement is not necessary) and (i) the applicable Loan Party obtains a replacement obligor or obligors reasonably acceptable to the Disbursement Agent (in consultation with the Construction Consultant) for the affected party (if in the reasonable judgment of the Disbursement Agent (in consultation with the Construction Consultant) a replacement is necessary), (ii) the applicable Loan Party enters into a replacement Contract in accordance with Section 6.1 on terms reasonably similar to the applicable Loan Party and the applicable Lenders in any material respect than the Contract so terminated within sixty (60) days of such termination (if in the reasonable judgment of the Disbursement Agent (in consultation with the Construction Consultant) a replacement is necessary), and (iii) such termination, after considering any replacement obligor and replacement Contract and the time required to implement such replacement, has not had and would not reasonably be expected to have a Material Adverse Effect.

7.1.6 Termination or Invalidity of Contracts; Abandonment of Phase II Project .

(a) Any Contract that is a Material Project Document shall have terminated, become invalid or illegal, or otherwise ceased to be in full force and effect, provided that no Event of Default shall be deemed to have occurred as a result of such termination if LCR and the Phase II Mall Borrowers provide written notice to the Funding Agents immediately upon (but in no event more than two (2) Banking Days after) any such Person becoming aware of such Contract ceasing to be in full force or effect that such Persons intend to replace such Contract (or that replacement is not necessary) and (i) such Persons obtain a replacement obligor or obligors reasonably acceptable to the Disbursement Agent (in consultation with the Construction Consultant), for the affected party (if in the reasonable judgment of the Disbursement Agent (in consultation with the Construction Consultant) a replacement is necessary), (ii) such Persons enter into a replacement Contract in accordance with Section 6.1 , on terms

reasonably similar no less beneficial to LCR, the Phase II Mall Borrowers and the Lenders in any material respect than the Contract so terminated, within sixty (60) days of such termination (if in the reasonable judgment of the Disbursement Agent (in consultation with the Construction Consultant) a replacement is necessary), and (iii) such termination, after considering any replacement obligor and replacement Contract and the time required to implement such replacement, has not had and would not reasonably be expected to have a Material Adverse Effect;

(b) (i) LCR shall cease to own the Phase II Site and all parcels and subdivisions comprising thereof or located thereon (other than the Phase II Mall Air Space to the extent permitted by Section 5.11 ), the Improvements situated on the Phase II Site (other than Phase II Mall Improvements owned by Phase II Mall Subsidiary or tenants in the Phase II Mall) or the Phase II Site Easements for the purpose of developing and constructing the Phase II Hotel/Casino and the Phase II Mall in the manner contemplated by the Operative Documents or (ii) Phase II Mall Subsidiary shall cease to own or lease the Phase II Mall Space and all parcels and subdivisions comprising thereof or located thereon, the Phase II Mall Improvements (other than Phase II Mall Improvements owned by tenants in the Phase II Mall) or the Phase II Mall Space Easements for the purpose of owning or leasing the Phase II Mall in the manner contemplated by the Operative Documents;

(c) (i) LCR shall abandon the Phase II Hotel/Casino or otherwise cease to pursue the construction of the Phase II Hotel/Casino in accordance with Section 5.2 or shall sell or otherwise dispose of its interest in the Phase II Hotel/Casino or (ii) Phase II Mall Subsidiary shall abandon the Phase II Mall or otherwise cease to pursue the construction of the Phase II Mall in accordance with Section 5.2 or shall sell or otherwise dispose of its interest in the Phase II Mall unless each of the Phase II Mall Release Conditions shall have been satisfied.

7.1.7 Permits . Any Permit necessary for the ownership, construction, maintenance, financing or operation of the Phase II Project shall be modified, revoked or cancelled, or a notice of violations is issued under any Permit, by the issuing agency or other Governmental Instrumentality having jurisdiction or any proceeding is commenced by any Governmental Instrumentality for the purpose of modifying, revoking or canceling any Permit and the effect of such modification, revocation or loss of such Permit or notice of violations is reasonably likely to have a Material Adverse Effect.

7.1.8 Schedule; Substantial Completion .

(a) Projected Failure to Achieve Substantial Completion as Scheduled . The Construction Consultant shall reasonably determine (based on its experience, familiarity and review of the Phase II Project and information and schedule provided by LCR, the Phase II Mall Borrowers and the Construction Manager) at any time during the construction of the Phase II Project that the Substantial Completion Date is likely to occur no earlier than seventy-five (75) days after the Outside Completion Deadline or that Phase II Mall Substantial Completion is likely not to occur by the Phase II Mall Outside Substantial Completion Date; or

(b) Actual Failure to Achieve Substantial Completion as Scheduled . Failure to achieve the Substantial Completion Date on or before the Outside Completion Deadline or failure to achieve Phase II Mall Substantial Completion by the Phase II Mall Outside Substantial Completion Date.

7.1.9 FF&E Proceeds . LCR shall fail to deposit into the Bank Proceeds Account and/or the Phase II Hotel/Casino Equity Account, as applicable in accordance with Section 2.2.3(b) , within ten Banking Days of the receipt thereof, the proceeds of draws under the FF&E Financings with respect to FF&E Component items for which one or more Advances have been made pursuant to Section 2.2.3(b) .

7.1.10 Breach of the Phase II Mall Purchase Agreement . Any material breach by the parties under the Phase II Mall Purchase Agreement (other than the Phase II Mall Buyer) beyond the expiration of applicable grace, notice and cure periods.

7.2 Remedies . Upon the occurrence and during the continuation of an Event of Default, the Lenders and the Disbursement Agent may, without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived (to the extent permitted by applicable law), exercise (subject, except in the case of clause (a) below, to the provisions of the Financing Agreements relating to the exercise of rights and remedies) any or all rights and remedies at law or in equity (in any combination or order that the Lenders may elect, subject to the foregoing), including without limitation or prejudice to the Lenders’ other rights and remedies, the following:

(a) refuse, and the Lenders shall not be obligated, to make any Advances or make any payments from any Account or other funds held by the Disbursement Agent by or on behalf of LCR or the Phase II Mall Borrowers or suspend or terminate the Commitments; and

(b) exercise any and all rights and remedies available to them under any of the Financing Agreements.

ARTICLE 8 - CONSULTANTS AND REPORTS

8.1 Removal and Fees . The Funding Agents, acting together, in their sole discretion may remove from time to time the Independent Consultants and, subject to Section 10.15.1 , appoint replacements as such parties may choose in consultation with LCR and the Phase II Mall Borrowers (unless an Event of Default shall have occurred and be continuing, in which case such parties shall not be required to consult with LCR or the Phase II Mall Borrowers); provided that, in all cases, any such replacement Independent Consultant shall not be an Affiliate of any party hereto and shall be qualified to perform its obligations hereunder. Notice of any replacement Independent Consultant shall be given to the Disbursement Agent, LCR, the Phase II Mall Borrowers and the Independent Consultant being replaced. All reasonable fees and expenses of the Independent Consultants (whether the original ones or replacements) shall, subject to the limitations set forth in Section 10.15.1 hereof, be paid by LCR and the Phase II Mall Borrowers.

8.2 Duties . Each Independent Consultant shall be contractually obligated to the Disbursement Agent and each Funding Agent to carry out the activities required of it in this Agreement and in its engagement agreement and as otherwise requested by such Funding Agents. Each of LCR, Phase II Mall Holding and Phase II Mall Subsidiary acknowledges that, except as provided in the Construction Consultant’s Engagement Agreement with respect to the Construction Consultant, it will not have any cause of action or claim against any Independent Consultant resulting from any decision made or not made, any action taken or not taken or any advice given by such Independent Consultant in the due performance in good faith of its duties.

ARTICLE 9- THE DISBURSEMENT AGENT

9.1 Appointment and Ac ceptance . Subject to and on the terms and conditions of this Agreement, the Funding Agents hereby jointly and irrevocably appoint and authorize the Disbursement Agent to act as their agent hereunder and as their agent. The Disbursement Agent accepts such appointment and agrees to exercise commercially reasonably efforts and utilize commercially prudent practices in the performance of its duties hereunder consistent with those of similar institutions administering construction loans and disbursing disbursement control funds.

9.2 Duties and Liabilities of the Disbursement Agent Generally .

9.2.1 Meetings; Inspections . Commencing upon execution and delivery hereof, the Disbursement Agent shall have the right (but shall not be obligated) to meet periodically at reasonable times upon three (3) Banking Days’ notice, with representatives of LCR, the Phase II Mall Borrowers, the Construction Consultant, the Construction Manager, the Architect and such other employees, consultants or agents as the Disbursement Agent shall reasonably request to be present for such meetings. The Disbursement Agent may perform such inspections and tests of the Phase II Project as it deems reasonably appropriate in the performance of its duties hereunder. In addition, the Disbursement Agent shall have the right at reasonable times upon prior notice to review (or to cause the Construction Consultant to review) all information (including Contracts) supporting the amendments to the Project Budget, amendments to any Contracts, Advance Requests and any certificates in support of any of the foregoing, to inspect materials stored on the Phase II Site or the Phase II Mall Space then owned by LCR, Phase II Mall Holding or Phase II Mall Subsidiary, to review the insurance required pursuant to the terms of the Financing Agreements, to confirm receipt of endorsements from the Title Insurer insuring the continuing priority of the liens of the Deeds of Trust as security for each Advance hereunder, and to examine the Plans and Specifications and all shop drawings relating to the Phase II Project. The Disbursement Agent is authorized to contact any Contractor for purposes of confirming receipt of progress payments. The Disbursement Agent shall be entitled to examine, copy and make extracts of the books, records, accounting data and other documents of LCR, Phase II Mall Holding or Phase II Mall Subsidiary, including without limitation bills of sale, statements, receipts, conditional and unconditional lien releases, contracts or agreements, which relate to any materials, fixtures or articles incorporated into the Phase II Project. From time to time, at the request of the Disbursement Agent, LCR and the Phase II Mall Borrowers shall make the Project Schedule available to the Disbursement Agent and the Construction Consultant. LCR and the Phase II Mall Borrowers agree to cooperate with the Disbursement Agent in assisting the

Disbursement Agent to perform its duties hereunder and to take such further steps as the Disbursement Agent reasonably may request in order to facilitate such performance.

9.2.2 Powers, Rights and Remedies . The Disbursement Agent is authorized to take such actions and to exercise such powers, rights and remedies under this Agreement as are specifically delegated or granted to Disbursement Agent by the terms hereof, together with such powers, rights and remedies as are reasonably incidental thereto. The Disbursement Agent agrees to act in accordance with the instructions of the Funding Agents and in the absence of such instructions shall take such actions or refrain from acting as it deems reasonable subject to any express requirements of this Agreement.

9.2.3 Notice of Defaults . If the Disbursement Agent (a) notifies any Funding Agent or Lender that an Event of Default or Potential Event of Default known to it (or as to which it has received notice from any Funding Agent) has occurred (which has not been cured or waived) or (b) receives notice from any Funding Agent or Lender that an Event of Default or Potential Event of Default has occurred (which has not, at the time of such notice, been cured or waived in accordance with the terms of the Facility Agreements), then in each case the Disbursement Agent shall provide prompt notice to each Funding Agent of the same.

9.2.4 No Risk of Own Funds . None of the provisions of this Agreement shall require the Disbursement Agent to expend or risk its own funds or otherwise to incur any personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

9.2.5 No Imputed Knowledge . Notwithstanding anything to the contrary in this Agreement, if the entity acting as the Disbursement Agent also serves as a collateral agent or Funding Agent under the Financing Agreements, and except if such functions shall be performed by the same individuals within such entity, to the maximum extent permitted by law the Disbursement Agent shall not be deemed to have any knowledge of any fact known to such entity in its capacity as the collateral Agent or Funding Agent by reason of the fact that the Disbursement Agent and the collateral agent or Funding Agent, as the case may be, are the same entity. Except as aforesaid, no knowledge of the collateral agent or any Funding Agent shall be attributed to the Disbursement Agent. The Disbursement Agent’s duties and functions under this Agreement shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon the Disbursement Agent in its capacity as Bank Agent or Phase II Mall Agent or as a Lender. With respect to its participation in the extensions of credit under the Bank Credit Agreement and the Phase II Mall Construction Loan Agreement, if any, the Disbursement Agent shall have the same rights and powers hereunder as any other Funding Agent or Lender and may exercise the same as though it were not performing its duties and functions hereunder. The Funding Agents acknowledge that The Bank of Nova Scotia has an existing relationship with LVSI and certain of its Affiliates. The Disbursement Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of banking, trust, financial advisory or other business with LCR, Phase II Mall Holding or Phase II Mall Subsidiary or any of their Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from LCR, Phase II Mall Holding or Phase II Mall Subsidiary for services in connection with this Agreement and otherwise without having to account for the same

to the Lenders. Each party hereto acknowledges that, as of the Effective Date, The Bank of Nova Scotia, in addition to acting as the Disbursement Agent hereunder, is also acting as the Bank Agent, the Phase II Mall Agent and Trustee (as defined in the Cooperation Agreement) and is a Bank Lender and a Phase II Mall Lender and is an agent and/or lender under other credit facilities with LVSI and/or certain of its Subsidiaries.

9.3 Particular Duties and Liabili ties of the Disbursement Agent .

9.3.1 Reliance on Instructions . The Disbursement Agent may, from time to time, in the event that any matter arises as to which specific instructions are not provided herein, request directions from the Funding Agents with respect to such matters and may refuse to act until so instructed and shall be fully protected in acting or refusing to act in accordance with such instructions.

9.3.2 Reliance Generally . The Disbursement Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it on reasonable grounds to be genuine and to have been signed or presented by the proper party or parties. Notwithstanding anything else in this Agreement to the contrary, in performing its duties hereunder, including approving any Advance Requests, making any other determinations or taking any other actions hereunder, the Disbursement Agent shall be entitled to rely on certifications from LCR and/or the Phase II Mall Borrowers (and, where contemplated herein, certifications from third parties, including and LVSI, VCR, the Construction Manager, the Architect and the Construction Consultant) as to satisfaction of any requirements and/or conditions imposed by this Agreement. The Disbursement Agent shall not be required to conduct any independent investigation as to the accuracy, veracity or completeness of any such items or to investigate any other facts or circumstances to verify compliance by any of LVSI, VCR, LCR or the Phase II Mall Borrowers with their obligations hereunder.

9.3.3 Court Orders . The Disbursement Agent is authorized, in its exclusive discretion, to obey and comply with all writs, orders, judgments or decrees issued by any court or administrative agency affecting any money, documents or things held by the Disbursement Agent. The Disbursement Agent shall not be liable to any of the parties hereto, their successors, heirs or personal representatives by reason of the Disbursement Agent’s compliance with such writs, orders, judgments or decrees, notwithstanding whether such writ, order, judgment or decree is or may later be reversed, modified, set aside or vacated.

9.3.4 Responses to Requests . Any request, direction, order or demand of LCR, Phase II Mall Holding or Phase II Mall Subsidiary mentioned herein shall be sufficiently evidenced (unless other evidence in respect thereof be herein specifically prescribed) by an instrument signed by one of its Authorized Representatives, and any resolution of LCR, Phase II Mall Holding or Phase II Mall Subsidiary may be evidenced to the Disbursement Agent by a copy thereof certified by the Secretary or an Assistant Secretary of such Person.

9.3.5 Reliance on Opinions of Counsel . The Disbursement Agent may consult with counsel and any opinion of counsel confirmed in writing shall be full and complete

authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such opinion of counsel.

9.3.6 Action through Agents or Attorneys . The Disbursement Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys appointed with due care, and the Disbursement Agent shall not be responsible for any act on the part of any agent or attorney so appointed.

9.3.7 Disagreements .

(a) In the event of any disagreement between the Funding Agents or between a Funding Agent and any Loan Party or any other Person or Persons whether or not named herein, and adverse claims or demands are made in connection with or for any of the investments or amounts held pursuant to this Agreement, the Disbursement Agent shall be entitled at its option to refuse to comply with any such claim or demand so long as such disagreement shall continue, and in so doing, the Disbursement Agent shall not be or become liable for damages or interest to such Funding Agent or any Loan Party or any other Person or Persons for the Disbursement Agent’s failure or refusal to comply with such conflicting or adverse claims or demands. The Disbursement Agent shall be entitled to continue so to refrain and refuse so to act until:

(b) In addition, the Disbursement Agent, in its sole discretion, may file a suit in interpleader for the purpose of having the respective rights of all claimants adjudicated, and may deposit with the court all of the investments and amounts held pursuant to this Agreement. LCR and the Phase II Mall Borrowers each severally agree to pay all costs and reasonable counsel fees incurred by the Disbursement Agent in such action, said costs and fees to be included in the judgment in any such action.

(c) Notwithstanding anything in this Section 9.3.7 to the contrary, if such disagreement between any Loan Party (or any other Person) and the Funding Agents relates to the existence of a Potential Event of Default or an Event of Default, the Disbursement Agent shall nevertheless continue to comply with the instructions of the Funding Agents regardless of the existence of such disagreement.

9.4 Segregation of Fund s and Property Interest . Except as otherwise expressly provided in the Financing Agreements, monies and other property received by the Disbursement Agent shall, until used or applied as herein provided, be held for the purposes for which they were received, and shall be segregated from other funds except to the extent required herein or

by law. To the extent that the Disbursement Agent also acts as securities intermediary, (a) the Disbursement Agent shall note in its records that all funds and other assets in the Phase II Hotel/Casino Equity Account, the Bank Proceeds Account, the Disbursement Account, the Phase II Hotel/Casino Cash Management Account, the Supplemental Hotel/Casino Cash Account and the Free-Cash Flow Sub-Account have been pledged to the Bank Secured Parties and that the Disbursement Agent is holding such items for the Bank Secured Parties and (b) the Disbursement Agent shall note in its records that all funds and other assets in the Phase II Mall Equity Account, the Phase II Mall Loan Proceeds Account, the Phase II Mall Cash Management Account and the Supplemental Mall Cash Account have been pledged to the Phase II Mall Secured Parties and that the Disbursement Agent is holding such items for the Phase II Mall Secured Parties. Accordingly, all such funds and assets shall not be within the bankruptcy “estate” (as such term is used in 11 U.S.C. § 541) of the Disbursement Agent. The Disbursement Agent shall not be under any liability for interest on any monies received by it hereunder, except as otherwise specified in this Agreement. The Disbursement Agent hereby expressly waives any right of set-off or similar right it may have against or in relation to the Accounts, the Lien Protection Account and any monies, Permitted Investments or other amounts on deposit therein.

9.5 Compensation and Reim bursement of the Disbursement Agent . LCR and the Phase II Mall Borrowers each severally covenant and agree to pay to the Disbursement Agent from time to time, and the Disbursement Agent shall be entitled to, the fees set forth in that certain letter agreement between LCR, the Phase II Mall Borrowers and the Disbursement Agent, and LCR and the Phase II Mall Borrowers will further pay or reimburse the Disbursement Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Disbursement Agent in accordance with any of the provisions of the Financing Agreements or the documents constituting or executed in connection with the Project Security (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons not regularly in its employ). The obligations of LCR and the Phase II Mall Borrowers under this Section 9.5 to compensate the Disbursement Agent and to pay or reimburse the Disbursement Agent for reasonable expenses, disbursements and advances shall constitute additional indebtedness (and shall be deemed permitted indebtedness under each Financing Agreement) hereunder and shall survive the satisfaction and discharge of this Agreement.

9.6 Qualification of the Dis bursement Agent . The Disbursement Agent hereunder shall at all times be (a) The Bank of Nova Scotia (or any successor thereto by merger or operation of law) or (b) a corporation with offices in New York City, New York which (i) is authorized to exercise corporation trust powers, (ii) is subject to supervision or examination by the applicable Governmental Instrumentality, (iii) shall have a combined capital and surplus of at least Five Hundred Million Dollars ($500,000,000), (iv) shall have a long-term credit rating of not less than A- or A3, respectively, by S&P or Moody’s (provided that any such bank with a long-term credit rating of A- or A3 shall not cease to be eligible to act as Disbursement Agent upon a downward change in either such rating of no more than one category or grade of such minimum rating, as the case may be). With respect to any replacement of the Person acting as Disbursement Agent as of the Effective Date, such Person shall be acceptable to each Funding Agent (and, provided no Event of Default or Potential Event of Default has occurred and is continuing, LCR and the Phase II Mall Borrowers). In case at any time the Disbursement Agent shall cease to be eligible in accordance with the provisions of this Section 9.6 , the Disbursement Agent shall resign immediately in the manner and with the effect specified in Section 9.7 .

9.7 Resignation and Re moval of the Disbursement Agent . Either Funding Agent shall have the right should it reasonably determine that the Disbursement Agent has breached or failed to perform its obligations hereunder or has engaged in willful misconduct or gross negligence, upon the expiration of thirty (30) days following delivery of written notice of substitution to the Disbursement Agent, LCR and the Phase II Mall Borrowers, to cause the Disbursement Agent to be relieved of its duties hereunder and to select a substitute disbursement agent to serve hereunder. The Disbursement Agent may resign at any time upon thirty (30) days’ written notice to all parties hereto. Upon selection of a substitute disbursement agent meeting the requirements of Section 9.6 and consented to by the Funding Agents (and, provided no Potential Event of Default or Event of Default has occurred and is continuing, LCR and the Phase II Mall Borrowers), the Funding Agents, LCR and the Phase II Mall Borrowers and the substitute disbursement agent shall enter into an agreement substantially identical to this Agreement and, the Disbursement Agent shall transfer to the substitute disbursement agent upon request therefor originals of all books, records, and other documents in the Disbursement Agent’s possession relating to this Agreement.

9.8 Merger or Consoli dation of the Disbursement Agent . Any corporation into which the Disbursement Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Disbursement Agent shall be a party, or any corporation succeeding to the corporate trust business of the Disbursement Agent, shall, if eligible hereunder, be the successor of the Disbursement Agent hereunder; provided, that such corporation shall be eligible under the provisions of Section 9.6 without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

9.9 Statements; I nformation . The Disbursement Agent shall provide to the Bank Arranger (until the Initial Bank Advance), the Funding Agents, LCR and the Phase II Mall Borrowers a monthly statement of all deposits to, and disbursements from, each account maintained with it and interest and earnings credited to each account established and maintained hereunder and under the other Operative Documents by the Disbursement Agent. The Disbursement Agent shall forward to the Bank Arranger (until the Initial Bank Advance) and the Funding Agents any such statements delivered to it by the securities intermediaries under the Collateral Account Agreements.

9.10 Limitation of Liab ility . The Disbursement Agent’s responsibility and liability under this Agreement shall be limited as follows: (a) the Disbursement Agent does not represent, warrant or guaranty to the Bank Arranger, the Funding Agents or the Lenders the performance by LCR, the Phase II Mall Borrowers, the Construction Manager, the Architect or any other Contractor of their respective obligations under the Operative Documents and shall have no duty to inquire whether a Potential Event of Default or an Event of Default has occurred and is continuing; (b) the Disbursement Agent shall have no responsibility to LCR, the Phase II Mall Borrowers, the Bank Arranger, the Funding Agents or the Lenders as a consequence of performance by the Disbursement Agent hereunder except for any bad faith, fraud, gross negligence or willful misconduct of the Disbursement Agent; (c) each of LCR and Phase II Mall Subsidiary shall remain solely responsible for all aspects of its business and conduct in

connection with the Phase II Project, including but not limited to the quality and suitability of the Plans and Specifications, the supervision of the work of construction, the qualifications, financial condition and performance of all architects, engineers, contractors, subcontractors, suppliers, consultants and property managers, the accuracy of all applications for payment, and the proper application of all disbursements; and (d) the Disbursement Agent is not obligated to supervise, inspect or inform LCR or the Phase II Mall Borrowers of any aspect of the ownership, development, construction or operation of the Phase II Project or any other matter referred to above. The Bank Arranger, each Funding Agent and Lender has made its own independent investigation of the financial condition and affairs of LCR and the Phase II Mall Borrowers in connection with the making of the extensions of credit contemplated by the Financing Agreements and has made and shall continue to make its own appraisal of the creditworthiness of LCR and the Phase II Mall Borrowers. Except as specifically set forth herein, the Disbursement Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Funding Agents or Lenders or to provide any Funding Agent or Lender with any credit or other information with respect thereto. The Disbursement Agent shall not have, by reason of this Agreement, a fiduciary relationship in respect of the Bank Arranger or any Funding Agent or any Lender; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon the Disbursement Agent any obligations in respect of this Agreement except as expressly set forth herein or therein. The Disbursement Agent shall have no duties or obligations hereunder except as expressly set forth herein, shall be responsible only for the performance of such duties and obligations and shall not be required to take any action otherwise than in accordance with the terms hereof. The provisions of this Article 9 are solely for the benefit of the Disbursement Agent and none of the Bank Arranger, the Funding Agents, the Lenders, LCR or the Phase II Mall Borrowers shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Disbursement Agent does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for LCR or the Phase II Mall Borrowers or any of their Affiliates. Neither the Disbursement Agent nor any of its officers, directors, employees or agents shall be in any manner liable or responsible for any loss or damage arising by reason of any act or omission to act by it or them hereunder or in connection with any of the transactions contemplated hereby, including, but not limited to, any loss that may occur by reason of forgery, false representations, the exercise of its discretion, or any other reason, except for any bad faith, fraud, gross negligence or willful misconduct of the Disbursement Agent.

9.11 Safekeeping o f Accounts .

9.11.1 Application of Funds in Accounts . Amounts deposited in the Accounts shall be applied exclusively as provided in this Agreement and the other Financing Agreements, and the Disbursement Agent shall at all times act and direct the Financial Institution under the Collateral Account Agreements so as to implement the application of funds provisions and procedures herein set forth. The Disbursement Agent is hereby authorized to direct Financial Institution to reduce to cash any Permitted Investment (without regard to maturity) in any account in order to make any application required hereunder. No amount held in any Account shall be disbursed except in accordance with the provisions hereof or as required by law.

9.11.2 Event of Default . Notwithstanding anything to the contrary in this Agreement, upon the occurrence and during the continuance of any Potential Event of Default or Event of Default of which it has notice, the Disbursement Agent shall not in any such event deposit or cause to be deposited any amounts into the Disbursement Account, the Phase II Hotel/Casino Cash Management Account, the Phase II Mall Cash Management Account or the Lien Protection Account or release or cause to be released any amounts to LCR or the Phase II Mall Borrowers unless instructed to the contrary by (i) with respect to the Lien Protection Account, each Funding Agent, (ii) with respect to the Phase II Hotel/Casino Equity Account, the Bank Proceeds Account, the Phase II Hotel/Casino Cash Management Account, the Supplemental Hotel/Casino Cash Account and the Free Cash Flow Sub-Account, the Bank Agent, (iii) with respect to all funds from time to time on deposit in the Disbursement Account constituting proceeds of the Phase II Hotel/Casino Funding Sources (until such funds are transferred from the Disbursement Account to pay Project Costs or otherwise in accordance with the terms hereof), the Bank Agent, (iii) with respect to the Phase II Mall Equity Account, the Phase II Mall Loan Proceeds Account, the Phase II Mall Cash Management Account and the Supplemental Mall Cash Account , the Phase II Mall Agent and (iv) with respect to all funds from time to time on deposit in the Disbursement Account constituting proceeds of the Phase II Mall Funding Sources (until such funds are transferred from the Disbursement Account to pay Project Costs or otherwise in accordance with the terms hereof), the Phase II Mall Agent. The Disbursement Agent is hereby irrevocably authorized by LCR and the Phase II Mall Borrowers to apply, or cause to be applied, amounts in any Account and any other sums held by the securities intermediary under any Collateral Account Agreement to the payment of interest, principal, fees, costs, charges or other amounts due or payable to any of the Bank Secured Parties or the Phase II Mall Secured Parties, as applicable, in respect of such account.

9.11.3 Liens . The Disbursement Agent shall take such actions within its control that it customarily takes in the conduct of its business to protect the Accounts and all cash, funds, Permitted Investments from time to time deposited therein, as well as any proceeds or income therefrom (collectively, the “ Account Collateral ”) free and clear of all liens, security interests, safekeeping or other charges, demands and claims of any nature whatsoever now or hereafter existing, in favor of anyone other than the Secured Parties (or the Disbursement Agent, as agent for the Secured Parties) (collectively, the “ Third Party Claims ”); it being understood, however, that the foregoing shall in no way be deemed to be a guaranty or other assurance by the Disbursement Agent that Third Party Claims will not arise.

9.11.4 Perfection . The Disbursement Agent shall take any steps from time to time requested by any Funding Agent to confirm or cause the securities intermediaries under the Collateral Account Agreements to confirm and maintain the priority of their respective security interests in the Account Collateral.

9.11.5 Accounts . Notwithstanding any other provision hereof, the parties hereto acknowledge and agree that (a) except as provided in the Intercreditor Agreement, the security interest granted by LCR in the Phase II Hotel/Casino Equity Account, the Bank Proceeds Account, the Phase II Hotel/Casino Cash Management Account, the Supplemental Hotel/Casino Cash Account and the Free Cash Flow Sub-Account (including any Permitted Investments held in each such Account) pursuant to the Bank Collateral Account Agreement is for the sole and exclusive benefit of the Bank Agent and the Bank Lenders and only the Bank Agent shall have

the right to direct the Disbursement Agent with respect to each such Account, (b) the security interest granted by Phase II Mall Subsidiary in the Phase II Mall Equity Account, the Phase II Mall Loan Proceeds Account, the Phase II Mall Cash Management Account and the Supplemental Mall Cash Account (including any Permitted Investments held in each such Account) pursuant to the Phase II Mall Collateral Account Agreement is for the sole and exclusive benefit of the Phase II Mall Agent and the Phase II Mall Lenders and only the Phase II Mall Agent shall have the right to direct the Disbursement Agent with respect to each such Account, (c) all funds from time to time on deposit in the Disbursement Account constituting proceeds of the Phase II Hotel/Casino Funding Sources (until such funds are transferred from the Disbursement Account to pay Project Costs or otherwise in accordance with the terms hereof) shall be the sole and exclusive property of LCR and shall be subject to the sole and exclusive security interest of the Bank Agent on behalf of the Bank Secured Parties and (d) all funds from time to time on deposit in the Disbursement Account constituting proceeds of the Phase II Mall Funding Sources (until such funds are transferred from the Disbursement Account to pay Project Costs or otherwise in accordance with the terms hereof) shall be the sole and exclusive property of the Phase II Mall Borrowers and shall be subject to the sole and exclusive security interest of the Phase II Mall Agent on behalf of the Phase II Mall Secured Parties.

ARTICLE 10 - MISCELLANEOUS

10.1 Addresses . Any communications between the parties hereto or notices provided herein to be given may be given to the following addresses:

If to LCR:	Lido Casino Resort, LLC
	3355 Las Vegas Boulevard South
	Las Vegas, Nevada 89109
	Attn: General Counsel
	Telephone No.: (702) 414-4409
	Facsimile No.: (702) 414-4421

with a copy to:	Paul, Weiss, Rifkind, Wharton & Garrison LLP
	1285 Avenue of the Americas
	New York, New York 10019-6064
	Attn: Harris Freidus
	Telephone No.: (212) 373-3000
	Facsimile No.: (212) 492-0064

If to the Phase II Mall	Phase II Mall Holding, LLC
Borrowers:	Phase II Mall Subsidiary, LLC
	3355 Las Vegas Boulevard South
	Las Vegas, Nevada 89109
	Attn: General Counsel
	Telephone No.: (702) 414-4409
	Facsimile No.: (702) 414-4421

with a copy to:	Paul, Weiss, Rifkind, Wharton & Garrison LLP
	1285 Avenue of the Americas
	New York, New York 10019-6064
	Attn: Harris Freidus
	Telephone No.: (212) 373-3000
	Facsimile No.: (212) 492-0064

If to the Bank Agent:	The Bank of Nova Scotia
	580 California Street, 21st Floor
	San Francisco, CA 94104
	Attn: Alan Pendergast
	Telephone No.: (415) 616-4155
	Facsimile No.: (415) 397-0791

If to the Bank Arranger:	Goldman Sachs Credit Partners L.P.
	85 Broad Street
	New York, NY 10004
	Attn: Elizabeth Fischer
	Telephone No.: (212) 902-1021
	Facsimile No.: (212) 902-3000

with a copy to	Latham & Watkins LLP
Bank Arranger’s Counsel:	600 West Broadway, Suite 1800
	San Diego, CA 92101
	Attn: Sony Ben-Moshe
	Telephone No.: (619) 238-2933
	Facsimile No.: (619) 696-7419

If to the Phase II Mall	The Bank of Nova Scotia
Agent:	580 California Street, 21st Floor
	San Francisco, CA 94104
	Attn: Alan Pendergast
	Telephone No.: (415) 616-4155
	Facsimile No.: (415) 397-0791

If to the Disbursement	The Bank of Nova Scotia
Agent:	580 California Street, 21st Floor
	San Francisco, CA 94104
	Attn: Alan Pendergast
	Telephone No.: (415) 616-4155
	Facsimile No.: (415) 397-0791

with a copy to:	The Bank of Nova Scotia
	Loan Administration
	600 Peachtree Street, NE
	Atlanta, GA 30308
	Attn: Hilma Gabbidon and Vicki Gibson
	Telephone No.: (404) 877-1525
	Facsimile No.: (404) 888-8998

with an additional copy to:	The Bank of Nova Scotia
	Real Estate Gaming and Leisure
	One Liberty Plaza, 25th Floor
	New York, New York 10008
	Attn: Mary Ann Duca
	Telephone No.: (212) 225-5487
	Facsimile No.: (212) 225-5156

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be considered as properly given (a) if delivered in person, (b) if sent by reputable overnight delivery service, (c) in the event overnight delivery services are not readily available, if mailed by first class mail, postage prepaid, registered or certified with return receipt requested or (d) if sent by prepaid telex, or by telecopy with correct answer back received. Notice so given shall be effective upon receipt by the addressee, except that communication or notice so transmitted by telecopy or other direct written electronic means shall be deemed to have been validly and effectively given on the day (if a Banking Day and, if not, on the next following Banking Day) on which it is validly transmitted if transmitted and received before 4:00 p.m., recipient’s time, and if transmitted after that time, on the next following Banking Day; provided, however, that if any notice is tendered to an addressee and the delivery thereof is refused by such addressee, such notice shall be effective upon such tender. Any party shall have the right to change its address for notice hereunder to any other location by giving of no less than twenty (20) days’ notice to the other parties in the manner set forth hereinabove.

10.2 Further Assuranc es . From time to time LCR and the Phase II Mall Borrowers shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Funding Agents or the Disbursement Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Financing Documents, or of more fully perfecting or renewing the rights of the Funding Agents and the Lenders with respect to their respective Project Security (or with respect to any additions thereto or replacements or proceeds or products thereof or with respect to any other property or assets hereafter acquired by LCR or a Phase II Mall Borrower or any other Subsidiary of LVSI which may be deemed to be part of the Bank Security or the Phase II Mall Security) pursuant hereto or thereto. Upon the exercise by the Funding Agents, the Disbursement Agent or any Lender of any power, right, privilege or remedy pursuant to this Agreement or the other Financing Documents which requires any consent, approval, recording, qualification or authorization of any Governmental Instrumentality, LCR and the Phase II Mall Borrowers shall, or shall cause the applicable Subsidiary of LVSI to, execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that such Funding Agent, the Disbursement Agent or such Lender may

reasonably request from LCR or the applicable Phase II Mall Borrower or the applicable Subsidiary of LVSI in connection with such governmental consent, approval, recording, qualification or authorization.

10.3 Delay and Wai ver . No delay or omission to exercise any right, power or remedy accruing upon the occurrence of any Potential Event of Default or Event of Default or any other breach or default of LCR or the Phase II Mall Borrowers under this Agreement shall impair any such right, power or remedy of the Bank Arranger, the Funding Agents, the Lenders, the Disbursement Agent or any other Secured Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or in any similar breach or default thereafter occurring, nor shall any waiver of any single Potential Event of Default, Event of Default or other breach or default be deemed a waiver of any other Potential Event of Default, Event of Default or other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any of the Bank Arranger, the Funding Agents, the Lenders, the Disbursement Agent or any other Secured Party, of any Potential Event of Default, Event of Default or other breach or default under this Agreement or any other Financing Agreement, or any waiver on the part of any of the Bank Arranger, the Funding Agents, the Lenders, the Disbursement Agent or any other Secured Party, of any provision or condition of this Agreement or any other Operative Document, must be in writing and shall be effective only to the extent in such writing specifically set forth. All remedies, either under this Agreement or any other Financing Agreement or by law or otherwise afforded to any of the Bank Arranger, the Funding Agents, the Lenders, the Disbursement Agent or any other Secured Party, shall be cumulative and not alternative.

10.4 Additional Security; Right to Se t-Off . Any deposits or other sums at any time credited or due from any Bank Secured Party and any securities or other property of LCR in the possession of any Bank Secured Party may at all times be treated as collateral security for the payment of the Bank Facility Obligations, and as security for the payment of the Bank Facility Obligations, LCR hereby pledges to the Disbursement Agent for the benefit of the Bank Secured Parties and grants the Disbursement Agent a security interest in and to all such deposits, sums, securities or other property of LCR on deposit or in the possession of the Bank Secured Parties. Any deposits or other sums at any time credited or due from any Phase II Mall Secured Party and any securities or other property of the Phase II Mall Borrowers in the possession of any Phase II Mall Secured Party may at all times be treated as collateral security for the payment of the Phase II Mall Construction Loan Obligations, and as security for the payment of the Phase II Mall Construction Loan Obligations, the Phase II Mall Borrowers hereby pledge to the Disbursement Agent for the benefit of the Phase II Mall Secured Parties and grant the Disbursement Agent a security interest in and to all such deposits, sums, securities or other property of each Phase II Mall Borrower on deposit or in the possession of the Phase II Mall Secured Parties. At any time after the occurrence and during the continuance of any Event of Default, regardless of the adequacy of any other collateral, (a) any Bank Secured Party may execute or realize on the Bank Secured Parties’ security interest in any such deposits or other sums credited by or due from any such Person to LCR, may apply any such deposits or other sums to or set them off against LCR’s obligations to the Bank Secured Parties under this Agreement and the other Financing Agreements at any time after the occurrence and during the continuance of any Event of Default and (b) any Phase II Mall Secured Party may execute or realize on the Phase II Mall Secured Parties’ security interest in any such deposits or other sums credited by or due from any such

Person to Phase II Mall Holding or Phase II Mall Subsidiary, may apply any such deposits or other sums to or set them off against Phase II Mall Holding and Phase II Mall Subsidiary’s respective obligations to the Phase II Mall Secured Parties under this Agreement and the other Financing Agreements.

10.5 Entire Agreeme nt . This Agreement and any agreement, document or instrument attached hereto or referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings in respect to the subject matter hereof, all of which negotiations and writings are deemed void and of no force and effect.

10.6 Governing L aw . This Agreement shall be governed by the laws of the State of New York of the United States of America and shall for all purposes be governed by and construed in accordance with the laws of such state without regard to the conflict of law rules thereof other than Section 5-1401 of the New York General Obligations Law, provided, however, that to the extent any terms of this Agreement are incorporated in and made part of any other Financing Agreement, any such term so incorporated shall for all purposes be governed by and construed in accordance with the law governing the Financing Agreement into which such term is so incorporated.

10.7 Severabil ity . In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties hereto shall enter into good faith negotiations to replace the invalid, illegal or unenforceable provision.

10.8 Headings . Paragraph headings have been inserted in this Agreement as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Agreement and shall not be used in the interpretation of any provision of this Agreement.

10.9 Limitation on Liability; Waive r . NO CLAIM SHALL BE MADE BY ANY PARTY HEREUNDER OR ANY OF THEIR AFFILIATES AGAINST ANY OTHER PERSON HEREUNDER OR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (WHETHER OR NOT THE CLAIM THEREFOR IS BASED ON CONTRACT, TORT OR DUTY IMPOSED BY LAW), IN CONNECTION WITH, ARISING OUT OF OR IN ANY WAY RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER OPERATIVE DOCUMENTS OR ANY ACT OR OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH; AND EACH PARTY HERETO HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN THEIR FAVOR.

10.10 Waiver of Jury Tria l . EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS

AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF ANY OTHER PARTY HEREUNDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR PARTIES TO ENTER INTO THIS AGREEMENT.

10.11 Consent to Juris diction . Any legal action or proceeding involving this Agreement or the rights and/or obligations of the parties hereunder may be brought in or removed to the courts of the State of New York, in and for the County of New York, or of the United States of America for the Southern District of New York. By execution and delivery of this Agreement, each of the parties hereto, accepts, for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts for legal proceedings arising out of or in connection with this Agreement and irrevocably consents to the appointment of the Corporation Service Company, whose offices are currently located at 80 State Street, Albany, New York 12207 as its agent to receive service of process in New York, New York. Nothing herein shall affect the right to serve process in any other manner permitted by law or any right to bring legal action or proceedings in any other competent jurisdiction, including judicial or non-judicial foreclosure of real property interests which are part of the Bank Security or the Phase II Mall Security. Each of the parties hereto further agrees that the aforesaid courts of the State of New York and of the United States of America for the Southern District of New York shall have exclusive jurisdiction with respect to any claim or counterclaim of each such Person based upon the assertion that the rate of interest charged by or under this Agreement, or under the other Financing Agreements is usurious. Each of the parties hereto hereby waives any right to stay or dismiss any action or proceeding under or in connection with any or all of the Phase II Project, this Agreement or any other Operative Document brought before the foregoing courts on the basis of forum non-conveniens .

10.12 Successors and A ssigns . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, none of LCR, Phase II Mall Holding or Phase II Mall Subsidiary may assign or otherwise transfer any of its rights under this Agreement.

10.13 Reinstateme nt . This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of any of LCR, Phase II Mall Holding and Phase II Mall Subsidiary’s respective obligations hereunder or under the other Financing Agreements, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the Secured Parties. In the event that any payment or any part thereof is so rescinded, reduced, restored or returned, such obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

10.14 No Partnership; E tc. The Bank Secured Parties and LCR intend that the relationship between them shall be solely that of creditor and debtor. The Phase II Mall Secured Parties and the Phase II Mall Borrowers intend that the relationship between them shall be solely that of creditor and debtor. Nothing contained in this Agreement or in any of the other Financing Agreements shall be deemed or construed to create a partnership, tenancy-in-common, joint tenancy, joint venture or co-ownership by or between the Bank Secured Parties and LCR, , the Phase II Mall Borrowers or any other Person or by or between the Phase II Mall Secured Parties

and the Phase II Mall Borrowers or any other Person. The Secured Parties shall not be in any way responsible or liable for the debts, losses, obligations or duties of LCR, the Phase II Mall Borrowers or any other Person with respect to the Phase II Project or otherwise. All obligations to pay real property or other taxes, assessments, insurance premiums, and all other fees and charges arising from the ownership, operation or occupancy of the Phase II Project and to perform all obligations under the agreements and contracts relating to the Phase II Project shall be the sole responsibility of LCR or the Phase II Mall Borrowers, as applicable.

10.15 Costs and Expens es

10.15.1 Reimbursement of Costs . Subject to the limitations set forth herein and, with respect to each Funding Agent, in the Financing Agreements to which such Funding Agent is a party, LCR shall pay the Bank Agent, the Bank Arranger and the Disbursement Agent, and the Phase II Mall Borrowers shall pay the Phase II Mall Agent and the Disbursement Agent, for the legal, engineering and other professional fees and costs of consultants and advisors to such Persons and the reasonable travel expenses and other out-of-pocket costs incurred by each of them in connection with the preparation, negotiation, execution and delivery, and where appropriate, registration of the Operative Documents (and all matters incidental thereto), the syndication of the Loans, the administration of the transactions contemplated by the Operative Documents (including, without limitation, the administration of this Agreement, the other Operative Documents and the Security Documents) and the preservation or enforcement of any of their respective rights or in connection with any amendments, waivers or consents required under the Financing Agreements or the Operative Documents. The Bank Arranger and the Funding Agents will reasonably consult with LCR and the Phase II Mall Borrowers on a regular basis with respect to on-going costs of such Persons’ consultants and advisors.

10.15.2 Indemnity . LCR and the Phase II Mall Borrowers shall each severally indemnify, defend and hold harmless the Insurance Advisor, the Construction Consultant, the Disbursement Agent and, in each case, their respective affiliates and each of their respective officers, directors, partners, trustees, employers, affiliates, shareholders, advisors, agents, attorneys, attorneys-in-fact, representatives and “controlling persons” (within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended), (collectively, the “ Indemnitees ”) from and against and reimburse the Indemnitees for any and all present and future claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses including any reasonable legal or other expenses reasonably incurred by them in connection with the investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as witness with respect to, any lawsuits, investigations, claims or other proceedings (whether or not such Indemnitee is a formal party thereto) of whatever kind or nature, whether or not well founded, meritorious or unmeritorious, demanded, asserted or claimed against any such Indemnitee including any liability resulting from any delay or omission to pay any such tax (collectively, “ Claims ”) arising in any manner out of or in connection with this Agreement, the Operative Documents, the use of proceeds therefrom, the development, construction, ownership and operation of the Phase II Project the transactions contemplated by this Agreement or any other Operative Document, any other transaction related hereto or thereto of any claim, litigation, investigation or proceeding relating to any of the foregoing (regardless of whether any Indemnitee is a party hereto or

thereto) including without limitation any and all Claims arising in connection with the release or presence of any Hazardous Materials at the Phase II Site, the Phase II Mall Space or the Phase II Project, whether foreseeable or unforeseeable, including all costs of removal and disposal of such Hazardous Materials, all reasonable costs required to be incurred in (i) determining whether the Phase II Project is in compliance and (ii) causing the Phase II Project to be in compliance, with all applicable Legal Requirements (including, without limitation, all Environmental Laws and all Permits issued under or otherwise relating to applicable Legal Requirements), all costs associated with claims for damages to persons or property, and attorneys’ and consultants’ fees and court costs. No Indemnitee shall be liable for any damages arising from the use by unauthorized Persons of information or other materials sent through electronic telecommunication or other information transmission systems that are intercepted by other Persons.

10.15.3 Fraud . The respective indemnity obligations of each of LCR and the Phase II Mall Borrowers pursuant to this Section 10.15 shall not apply with respect to an Indemnitee, to the extent arising as a result of the fraud, bad faith, gross negligence or willful misconduct of such Indemnitee (in each case as finally judicially determined by a court of competent jurisdiction), but shall continue to apply to other Indemnitees.

10.15.4 Unenforceability . To the extent that the undertaking in the preceding paragraphs of this Section 10.15 may be unenforceable due to any law or public policy, LCR or the Phase II Mall Borrowers, as applicable will contribute the maximum portion that they are permitted to pay and satisfy under applicable law to the payment and satisfaction of such undertakings.

10.15.5 Foreclosure . The provisions of this Section 10.15 shall survive foreclosure of the Security Documents and satisfaction or discharge of LCR and the Phase II Mall Borrowers’ respective obligations hereunder, and shall be in addition to any other rights and remedies of any Indemnitee.

10.15.6 Payment Due Dates . Any amounts payable by LCR or the Phase II Mall Borrowers pursuant to this Section 10.15 shall be payable within the later to occur of (i) ten (10) Banking Days after LCR or the Phase II Mall Borrowers, as applicable, receives an invoice for such amounts from any applicable Indemnitee or (ii) five (5) Banking Days prior to the date on which such Indemnitee reasonably expects to pay such costs on account of which LCR or the Phase II Mall Borrowers’ indemnity hereunder is payable, and if not paid by such applicable date shall bear interest at the highest default rate set forth in any of the Financing Agreements from and after such applicable date until paid in full.

10.15.7 Actions; Counsel . In case any action, suit or proceeding shall be brought against any Indemnitee, such Indemnitee shall notify LCR and/or the Phase II Mall Borrowers, as applicable, of the commencement thereof. LCR and/or the Phase II Mall Borrowers, as applicable, shall be entitled, at its expense, acting through counsel reasonably acceptable to such Indemnitee, to participate in and, to the extent that such Person desires, to assume and control the defense thereof. Upon assumption by such Person of the defense of any such action, suit or proceeding, the Indemnitee shall have the right to participate in such action, suit or proceeding and to retain its own counsel but such Person shall not be liable for any legal

fees and expenses of other counsel or the fees and disbursements of other providers of professional services subsequently incurred by such Indemnitee in connection with the defense thereof unless (a) such Person has agreed to pay such fees and expenses or (b) such Person shall have failed to employ counsel reasonably satisfactory to the Indemnitee in a timely manner. Notwithstanding the foregoing, LCR and/or the Phase II Mall Borrowers, as applicable, shall not be entitled to assume and control the defenses of any such action, suit or proceedings if and to the extent that, in the reasonable opinion of such Indemnitee and its counsel (which counsel shall be reasonably acceptable to such Person), such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnitee or a conflict of interest between such Indemnitee and such Person or between such Indemnitee and another Indemnitee (unless such conflict of interest is waived in writing by the affected Indemnitees), and in such event (other than with respect to disputes between such Indemnitee and another Indemnitee) LCR and/or the Phase II Mall Borrowers, as applicable, shall pay the reasonable expenses of such Indemnitee in such defense.

10.15.8 Reports . LCR and/or the Phase II Mall Borrowers, as applicable, shall report to such Indemnitee on the status of such action, suit or proceeding as material developments shall occur and from time to time as requested by such Indemnitee. LCR and/or the Phase II Mall Borrowers, as applicable, shall deliver to such Indemnitee a copy of each document filed or served on any party in such action, suit or proceeding, and each material document which LCR and/or the Phase II Mall Borrowers, as applicable, possesses relating to such action, suit or proceeding.

10.15.9 Unconditional Release . LCR and/or the Phase II Mall Borrowers, as applicable, shall not consent to the terms of any compromise or settlement of any action defended by LCR and/or the Phase II Mall Borrowers, as applicable, in accordance with the foregoing without the prior consent of the Indemnitee (which consent shall not be unreasonably withheld), unless such compromise or settlement (i) includes an unconditional release of the Indemnitee from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of the Indemnitee.

10.15.10 Settlement . Any Indemnitee against whom any Claim is made shall be entitled, after consultation with LCR and/or the Phase II Mall Borrowers, as applicable, and upon consultation with legal counsel wherein such Indemnitee is advised that such Claim is reasonably meritorious, to compromise or settle any such Claim if such Indemnitee determines in its reasonable discretion that failure to compromise or settle such Claim is (taking into account LCR and the Phase II Mall Borrowers’ respective indemnification obligations under this Section 10.15 ) reasonably likely to have a material adverse effect on such Indemnitee, LCR, the Phase II Mall Borrowers, the Phase II Project or such Indemnitee’s interest in the Phase II Project. Any such compromise or settlement shall be binding upon LCR and/or the Phase II Mall Borrowers, as applicable, for purposes of this Section 10.15 .

10.15.11 Subrogation . Upon payment of any Claim by LCR or the Phase II Mall Borrowers, as applicable, pursuant to this Section 10.15 or other similar indemnity provisions contained herein to or on behalf of an Indemnitee, LCR or the Phase II Mall Borrowers, as applicable, without any further action, shall be subrogated to any and all claims

that such Indemnitee may have relating thereto, and such Indemnitee shall at the request and expense of LCR or the Phase II Mall Borrowers, as applicable, cooperate with such Person and give at the request and expense of such Person such further assurances as are necessary or advisable to enable such Person to vigorously to pursue such claims.

10.16 Agreements Among Fundin g Agents and Other Secured Parties .

10.16.1 Each Funding Agent agrees with each of the other Funding Agents that it will, upon request, provide such information to the other Funding Agents and the Disbursement Agent as may be necessary to enable them to make any calculation required under the Financing Agreements. However, notwithstanding any other provision of this Agreement, in no event shall any Phase II Mall Secured Party have any duty (fiduciary or otherwise), liability or obligation to LCR or any Bank Secured Party and in no event shall any Bank Secured Party have any duty (fiduciary or otherwise), liability or obligation to the Phase II Mall Borrowers or any Phase II Mall Secured Party.

10.16.2 In the event that the Bank Agent forecloses or assumes the rights and obligations of LCR with respect to any Contract that provides for the design, development and/or construction of the Phase II Mall, the Bank Agent and the Phase II Mall Agent agree to act in good faith and negotiate and enter into arrangements in respect of the administration of such Contract and the payment of costs related thereto to ensure the performance by the Contractor thereunder with respect to the design, development and/or construction, as applicable, of the Phase II Hotel/Casino and the Phase II Mall. Neither the Bank Agent nor any Bank Secured Party shall have any obligations under any Contract unless and until such Person exercises its rights under the Bank Security Documents to assume the rights and obligations of LCR under such Contract (other than any rights to sue to collect damages or other amounts owed under such Contract).

10.17 Counterparts . This Agreement may be executed in one or more duplicate counterparts and when signed by all of the parties listed below shall constitute a single binding agreement.

10.18 Confidentialit y . Each of the Funding Agents agrees not to disclose to any third party any Confidential Information (as defined below), except that any of the Funding Agents may disclose such information (a) in connection with any litigation between such Funding Agent and LVSI or any Affiliate of either of them, (b) upon the order, request or demand of any Governmental Instrumentality or if otherwise required by applicable law, (c) in connection with the exercise of any right or remedy hereunder or under any Facility Agreement or Financing Agreement after the occurrence of an Event of Default or Potential Event of Default, (d) to those of its employees, accountants, attorneys, agents and other advisors, directors, officers, shareholders, partners, members and other principals who are working on, or are consulted in connection with, the transactions contemplated by the Facility Agreements or Financing Agreements (provided that the applicable Funding Agent may be liable in the event any such Person breaches the confidentiality obligations of this paragraph with respect to such Confidential Information) or (e) in the case of the Bank Agent, to any actual or potential participant, assignee, lender, agent or servicer that agrees to be bound by the provisions of this Section 10.18 . “ Confidential Information ” shall mean any information relating to the business of

Adelson, LVSI or any of their Affiliates which is delivered by Adelson, LVSI or any of their Affiliates to any Funding Agent or relating to the Loans, the Advances, the Facility Agreements or the Financing Agreements; provided, that “Confidential Information” shall not include information (i) that is or becomes generally available to the public, other than as a result of the disclosure by any Funding Agent in breach of this provision, (ii) that is or becomes available to any Funding Agent from any source other than Adelson, LVSI or such Affiliates unless the party supplying such information shall have advised the Funding Agent that such source is subject to a confidentiality agreement that covers the information in question or (iii) that is already in the possession of any Funding Agent on the date hereof and that is not otherwise “Confidential Information” as defined herein. In the event that any Funding Agent is required or demanded by legal process (e.g., depositions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) to disclose any of the Confidential Information, such Funding Agent shall give prompt written notice to LCR and the Phase II Mall Borrowers of such request or demand so that LCR and the Phase II Mall Borrowers may, should any of them elect to do so, within ten (10) Banking Days of receipt of such notice, seek a protective order or other appropriate remedy to challenge or contest such request (and give such Funding Agent notice thereof), and during the pendency of any such action by LCR or the Phase II Mall Borrowers, such Funding Agent shall not, to the extent permitted by applicable law, disclose such Confidential Information.

10.19 Terminatio n . This Agreement shall, subject to Section 10.13 and to the next sentence, terminate and be of no further force or effect upon completion of the transfer and release of funds contemplated by Section 2.10 . The provisions of Article 9 and Section 10.15 shall survive the termination of this Agreement.

10.20 Liability of Loan Par ties.

10.20.1 Joint and Several Liability . Each Phase II Mall Borrower shall be jointly and severally liable for all Phase II Mall Construction Loan Obligations, regardless of which Person actually receives any Loans or other extensions of credit under the Phase II Mall Construction Loan Agreement, the amount received by any such Person or the manner in which any such Person or the Disbursement Agent, the Phase II Mall Agent or any Phase II Mall Lender accounts for such Loans and other extensions of credit.

10.20.2 Nature of Obligations . The parties acknowledge and agree that LCR and the Phase II Mall Borrowers are not co-borrowers, co-guarantors or co-obligors under this Agreement or the other Facility Agreements, and no Obligations shall be joint and several between LCR and the Phase II Mall Borrowers. The sole recourse of the Bank Agent and the other Bank Secured Parties (in such capacities) under this Agreement shall be to LCR and its assets and properties. The sole recourse of the Phase II Mall Agent and the other Phase II Mall Secured Parties (in such capacities) under this Agreement shall be to Phase II Mall Borrowers and their assets and properties. In no event shall the Phase II Mall Borrowers be deemed to have any obligations to the Bank Secured Parties (in such capacities) under this Agreement, and in no event shall LCR be deemed to have any obligations to the Phase II Mall Secured Parties (in such capacities) under this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Disbursement Agreement to be duly executed by their officers thereunto duly authorized as of the day and year first above written.

LIDO CASINO RESORT, LLC,

a Nevada limited liability company

By:	Lido Intermediate Holding Company, LLC, its managing member
	By:	Venetian Casino Resort, LLC, its sole member
		By:	Las Vegas Sands, Inc., its managing member


				By:		/s/ Harry Miltenberger
					Name:		Harry Miltenberger
					Title:		VP Finance Secretary & Chief Accounting Officer

PHASE II MALL HOLDING, LLC,

a Nevada limited liability company

By:	Lido Casino Resort Holding Company, LLC, its manager
	By:	Lido Intermediate Holding Company, LLC, its managing member
		By:	Venetian Casino Resort, LLC, its sole member
			By:	Las Vegas Sands, Inc., its managing member


				By:		/s/ Harry Miltenberger
					Name:		Harry Miltenberger
					Title:		VP Finance Secretary & Chief Accounting Officer

PHASE II MALL SUBSIDIARY, LLC,

a Delaware limited liability company

By:

Phase II Mall Holding, LLC, its sole member

By:

Lido Casino Resort Holding Company, LLC, its manager

By:

Lido Intermediate Holding Company, LLC, its managing member

By:

Venetian Casino Resort, LLC, its sole member

By:

Las Vegas Sands, Inc., its managing member

By:

/s/ Harry Miltenberger

Name:

Harry Miltenberger

Title:

VP Finance Secretary &
Chief Accounting Officer

[Signature Page to Disbursement Agreement]

BANK AGENT :

THE BANK OF NOVA SCOTIA,

a Canadian chartered bank

By:	/s/ Alan Pendergast
	Name:	Alan Pendergast
	Title:	Managing Director

PHASE II MALL AGENT :

THE BANK OF NOVA SCOTIA,

a Canadian chartered bank

By:	/s/ Alan Pendergast
	Name:	Alan Pendergast
	Title:	Managing Director

BANK ARRANGER :

GOLDMAN SACHS CREDIT PARTNERS L.P.,

a Bermuda limited partnership

By:	/s/ William W. Archer
	Name:	William W. Archer
	Title:	Managing Director

DISBURSEMENT AGENT :

THE BANK OF NOVA SCOTIA,

a Canadian chartered bank

By:	/s/ Alan Pendergast
	Name:	Alan Pendergast
	Title:	Managing Director

Exhibit 10.57

EXECUTION VERSION

APNs 162-16-211-002, 162-16-211-003, 162-16-202-005
Tax Mailing Address:
Lido Casino Resort, LLC
c/o Finance Department
201 East Sands Avenue
Las Vegas, Nevada 89109-2617

Recording at the request of
and when recorded mail to:

Sony Ben-Moshe, Esq.
Latham & Watkins LLP
600 West Broadway, Suite 1800
San Diego, California 92101-3375

DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND
FIXTURE FILING

made by

LIDO CASINO RESORT, LLC,
a Nevada limited liability company
as Trustor,

to

FIRST AMERICAN TITLE INSURANCE COMPANY,
a California corporation,
as Trustee,

for the benefit of

THE BANK OF NOVA SCOTIA, in its capacity
as Administrative Agent, as Beneficiary

THIS INSTRUMENT IS TO BE FILED AND INDEXED IN THE REAL ESTATE RECORDS AND IS ALSO TO BE INDEXED IN THE INDEX OF FINANCING STATEMENTS OF CLARK COUNTY, NEVADA UNDER THE NAME OF LIDO CASINO RESORT, LLC AS “DEBTOR” AND THE BANK OF NOVA SCOTIA, AS ADMINISTRATIVE AGENT, AS SECURED PARTY.

THIS INSTRUMENT IS A “CONSTRUCTION MORTGAGE” AS THAT TERM IS DEFINED IN SECTION 104.9334(8) OF THE NEVADA REVISED STATUTES AND SECURES AN OBLIGATION INCURRED FOR THE CONSTRUCTION OF AN IMPROVEMENT UPON LAND. THIS INSTRUMENT IS TO BE GOVERNED BY NRS 106.300 TO 106.400, INCLUSIVE, AND THE MAXIMUM AMOUNT OF PRINCIPAL (AS DEFINED IN NRS 106.345), INCLUDING FUTURE ADVANCES, SECURED BY THIS DEED OF TRUST IS $1,010,000,000 WHICH MAY INCREASE OR DECREASE FROM TIME TO TIME BY AMENDMENT OF THIS INSTRUMENT.

TABLE OF CONTENTS

ARTICLE ONE COVENANTS OF TRUSTOR

1.1	Performance of Deed of Trust
1.2	General Representations, Covenants and Warranties
1.3	Compliance with Legal Requirements
1.4	Impositions
1.5	Insurance.
1.6	Condemnation
1.7	Space Leases.
1.8	Authorization by Trustor
1.9	Security Agreement and Financing Statements
1.10	Assignment of Rents and Leases
1.11	Beneficiary’s Cure of Trustor’s Default
1.12	Use of Land
1.13	Affiliates and Restricted Subsidiaries.

ARTICLE TWO CORPORATE LOAN PROVISIONS

2.1	Interaction with Credit Agreement and Subsidiary Guaranty
2.2	Other Collateral

ARTICLE THREE DEFAULTS

3.1	Event of Default

ARTICLE FOUR REMEDIES

4.1	Acceleration of Maturity
4.2	Protective Advances
4.3	Institution of Equity Proceedings
4.4	Beneficiary’s Power of Enforcement.
4.5	Beneficiary’s Right to Enter and Take Possession, Operate and Apply Income.
4.6	Leases
4.7	Purchase by Beneficiary
4.8	Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws

4.9	Receiver
4.10	Suits to Protect the Trust Estate
4.11	Proofs of Claim
4.12	Trustor to Pay the Notes on Any Default in Payment; Application of Monies by Beneficiary
4.13	Delay or Omission; No Waiver
4.14	No Waiver of One Default to Affect Another
4.15	Discontinuance of Proceedings; Position of Parties Restored
4.16	Remedies Cumulative
4.17	Interest After Event of Default
4.18	Foreclosure; Expenses of Litigation
4.19	Deficiency Judgments
4.20	Waiver of July Trial
4.21	Exculpation of Beneficiary

ARTICLE FIVE RIGHTS AND RESPONSIBILITIES OF TRUSTEE; OTHER PROVISIONS RELATING TO TRUSTEE

5.1	Exercise of Remedies by Trustee
5.2	Rights and Privileges of Trustee
5.3	Resignation or Replacement of Trustee
5.4	Authority of Beneficiary
5.5	Effect of Appointment of Successor Trustee
5.6	Confirmation of Transfer and Succession
5.7	Exculpation
5.8	Endorsement and Execution of Documents
5.9	Multiple Trustees
5.10	Terms of Trustee’s Acceptance

ARTICLE SIX MISCELLANEOUS PROVISIONS

6.1	Heirs, Successors and Assigns Included in Parties
6.2	Addresses for Notices, Etc.
6.3	Change of Notice Address
6.4	Headings
6.5	Invalid Provisions to Affect No Others
6.6	Changes and Priority Over Intervening Liens

6.7	Estoppel Certificates
6.8	Waiver of Setoff and Counterclaim
6.9	Governing Law
6.10	Reconveyance
6.11	Attorneys’ Fees
6.12	Late Charges
6.13	Cost of Accounting
6.14	Right of Entry
6.15	Corrections
6.16	Statute of Limitations
6.17	Subrogation
6.18	Joint and Several Liability
6.19	Homestead
6.20	Context
6.21	Time
6.22	Interpretation
6.23	Effect of NRS § 107.030
6.24	Amendments
6.25	No Conflicts

ARTICLE SEVEN POWER OF ATTORNEY

7.1	Grant of Power

ARTICLE EIGHT GUARANTOR PROVISIONS

8.1	Absolute and Unconditional Obligations


EXHIBIT A		DESCRIPTION OF LAND (HOTEL/CASINO, CONGRESS AND VAGABOND)

DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES,
SECURITY AGREEMENT AND FIXTURE FILING

THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING (hereinafter called “Deed of Trust”) is made and effective as of September 30, 2004, by LIDO CASINO RESORT, LLC, a Nevada limited liability company (together with all successors and assigns of the Trust Estate (as hereinafter defined), “Trustor”), whose address is 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109, Attention: General Counsel, to FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, whose address is 180 Cassia Way, Suite 502, Henderson, Nevada 89104, Attention: Julie Skinner, as Trustee (“Trustee”), for the benefit of THE BANK OF NOVA SCOTIA, a Canadian chartered bank (“Beneficiary”), whose address is: 580 California Street, 21st Floor, San Francisco, California 94104, Attention: Mr. Alan Pendergast, in its capacity as Administrative Agent under that certain Credit Agreement, dated as of August 20, 2004, among Las Vegas Sands, Inc. (“LVSI”), Venetian Casino Resort, LLC (“Venetian”), Beneficiary, Goldman Sachs Credit Partners L.P., as syndication agent, sole lead arranger and sole bookrunner and the lenders (the “Lenders”) from time to time parties thereto (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Trustor is a wholly-owned indirect subsidiary of LVSI and Venetian, and Trustor has guaranteed the obligations of LVSI and Venetian under the Credit Agreement pursuant to that certain Subsidiary Guaranty, dated as of August 20, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Subsidiary Guaranty”), and the lien created hereby secures, among other things, Trustor’s obligations thereunder.

THE OBLIGATIONS SECURED HEREBY INCLUDE REVOLVING CREDIT OBLIGATIONS WHICH PERMIT BORROWING, REPAYMENT AND REBORROWING. INTEREST ON OBLIGATIONS SECURED HEREBY ACCRUES AT A RATE WHICH MAY FLUCTUATE FROM TIME TO TIME.

DEFINITIONS – As used in this Deed of Trust, the following terms have the meanings hereinafter set forth:

“ Accounts Receivable ” shall have the meaning set forth in Section 9-102 (NRS 104.9102) of the UCC for the term “account.”

“ Appurtenant Rights ” means all singular tenements, hereditaments, rights, reversions, remainders, development rights, privileges, benefits, Easements, rights-of-way, gores or strips of land, streets, ways, alleys, passages, sewer rights, water courses, water rights and powers, and all appurtenances whatsoever and claims or demands of Trustor at law or in equity in any way belonging, benefiting, relating or appertaining to the Site, the air space over the Site, the Project and the Improvements or any of the Trust Estate encumbered by this Deed of Trust, or which hereinafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Trustor, whether or not the same are of record.

“ Bankruptcy ” means, with respect to any Person that: (i) a court having jurisdiction in the Trust Estate shall have entered a decree or order for relief in respect of such Person in an

involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order has not been stayed; or any other similar relief shall have been granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against such Person, under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the Trust Estate for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over such Person, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of such Person, for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of such Person, and any such event described in this clause (ii) shall continue for 60 days without being dismissed, bonded or discharged; or (iii) such Person shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or such Person shall make any assignment for the benefit of creditors or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due and payable and a period of thirty (30) days shall have elapsed; or (iv) such Person shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due and a period of 30 days shall have elapsed; or the Board of Directors of such Person (or any committee thereof) or the managing member of such Person shall, adopt any resolution or otherwise authorize any action to approve any of the actions referred to in clause (iii) above or this clause (iv).

“ Deed of Trust ” means this Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing as it may be amended, supplemented, amended and restated, increased or otherwise modified from time to time.

“ Default Rate ” means the interest rate that shall be due upon an Event of Default pursuant to Section 2.2E of the Credit Agreement.

“ Easement ” means any easement appurtenant, easement in gross, license agreement or other right running for the benefit of Trustor, the Site or the Project or appurtenant thereto which benefits the Site, the Project or the Improvements, including those easements and licenses which benefit any of the foregoing and are described in the Cooperation Agreement or each title insurance policy issued by the Title Insurer with regard to the Site.

“ Event of Default ” has the meaning set forth in Section 3.1 hereof.

“ Existing Casino Complex ” means the Venetian Casino Resort, a Venetian-themed hotel, casino, retail, meeting and entertainment complex with an existing total of approximately 4,000 suites, approximately 116,000 square feet of casino space and approximately 650,000 square feet of meeting and conference space, located at 3355 Las Vegas Boulevard South, Clark County, Nevada.

“ FF&E ” means all furniture, fixtures, equipment, appurtenances and personal property now or in the future contained in, used in connection with, attached to, or otherwise useful or convenient to the use, operation, or occupancy of, or placed on, but unattached to, any part of the Site, the Project or the Improvements whether or not the same constitutes real property or fixtures in the State, including all removable window and floor coverings, all furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating, cleaning equipment, all elevators, escalators and elevator and escalator plants, cooking facilities, vacuum cleaning systems, public address and communications systems, switchboards, security and surveillance equipment and devices, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings, fixtures, and building materials, all exercise equipment, all gaming and financial equipment, computer equipment, calculators, adding machines, gaming tables, video game and slot machines, and any other electronic equipment of every nature used or located on any part of the Site, the Project or the Improvements, together with all venetian blinds, shades, draperies, drapery and curtain rods, brackets, bulbs, cleaning apparatus, mirrors, lamps, ornaments, cooking apparatus and equipment, china, flatware, dishes, utensils, glassware, ranges and ovens, garbage disposals, dishwashers, mantels, and any and all such property which is at any time installed in, affixed to or placed upon the Site, the Project or the Improvements.

“ Imposition ” means any taxes, assessments, water rates, sewer rates, maintenance charges, other impositions by any Governmental Instrumentality and other charges now or hereafter levied or assessed or imposed against the Trust Estate or any part thereof, and any amount payable with respect thereto under the Cooperation Agreement or any other Resort Complex Operative Document.

“ Improvements ” means (1) all the buildings, structures, facilities and improvements of every nature whatsoever now or hereafter situated on the Site or the Project, and (2) all fixtures, machinery, appliances, goods, building or other materials, equipment, including without limitation all gaming equipment and devices, and all machinery, equipment, engines, appliances and fixtures for generating or distributing air, water, heat, electricity, light, fuel or refrigeration, or for ventilating or sanitary purposes, or for the exclusion of vermin or insects, or for the removal of dust, refuse or garbage; all wall-beds, wall-safes, built-in furniture and installations, shelving, lockers, partitions, doorstops, vaults, motors, elevators, dumb-waiters, awnings, window shades, venetian blinds, light fixtures, fire hoses and brackets and boxes for the same, fire sprinklers, alarm, surveillance and security systems, computers, drapes, drapery rods and brackets, mirrors, mantels, screens, linoleum, carpets and carpeting, plumbing, bathtubs, sinks, basins, pipes, faucets, water closets, laundry equipment, washers, dryers, ice-boxes and heating units; all kitchen and restaurant equipment, including but not limited to silverware, dishes, menus, cooking utensils, stoves, refrigerators, ovens, ranges, dishwashers, disposals, water heaters, incinerators, furniture, fixtures and furnishings, communication systems, and equipment; all cocktail lounge supplies, including but not limited to bars, glassware, bottles and tables used in connection with the Site, the Project and the Improvements; all chaise lounges, hot tubs, swimming pool heaters and equipment and all other recreational equipment (computerized and otherwise), beauty and barber equipment, and maintenance supplies used in connection with the Site, the Project and Improvements; all amusement rides and attractions attached to the Site, the Project and the Improvements, all specifically designed installations and furnishings, and all furniture, furnishings and personal property of every nature whatsoever now or hereafter owned

or leased by Trustor or in which Trustor has any rights or interest and located in or on, or attached to, or used or intended to be used or which are now or may hereafter be appropriated for use on or in connection with the operation of the Site, the Project or the Improvements or any personal property encumbered hereby or any other Improvements, or in connection with any construction being conducted or which may be conducted thereon, and all extensions, additions, accessions, improvements, betterments, renewals, substitutions, and replacements to any of the foregoing, and all of the right, title and interest of Trustor in and to any such property, which, to the fullest extent permitted by Legal Requirements, shall be conclusively deemed fixtures and improvements and a part of the Trust Estate hereby encumbered.

“ Income ” means all Rents, security or similar deposits, revenues, issues, royalties, earnings, products or Proceeds, profits, income, including, without limitation, all rights to payment for hotel room occupancy by hotel guests, which includes any payment or monies received or to be received in whole or in part, whether actual or deemed to be, for the sale of services or products in connection with such occupancy, advance registration fees by hotel guests, tour or junket proceeds and deposits, deposits for convention and/or party reservations, and other benefits from the Trust Estate.

“ Insolvent ” means with respect to any Person, that such Person shall be deemed to be insolvent if such Person shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due and payable and a period of thirty (30) days shall have elapsed.

“ Intangible Collateral ” means (a) the rights to use all names and all derivations thereof now or hereafter used by Trustor in connection with the Site, the Project or the Improvements, including, without limitation, the names “Lido” and “Palazzo,” including any variations thereon, together with the goodwill associated therewith, and all names, logos, and designs used by Trustor, or in connection with the Site, the Project or the Improvements or in which Trustor has rights, with the exclusive right to use such names, logos and designs wherever they are now or hereafter used in connection with the Site, the Project or the Improvements (or in connection with the marketing of the thereof together with the “SECC Land” (as defined in the Cooperation Agreement) in accordance with the terms of the Cooperation Agreement), and any and all other trade names, trademarks or service marks, whether or not registered, now or hereafter used in the operation of the Site, the Project or the Improvements, including, without limitation, any interest as a lessee, licensee or franchisee, and, in each case, together with the goodwill associated therewith; (b) subject to the absolute assignment contained herein, the Rents; (c) any and all books, records, customer lists, concession agreements, supply or service contracts, licenses, permits, approvals by Governmental Instrumentalities (to the extent Legal Requirements permit or do not expressly prohibit the pledge of such licenses, permits and approvals), signs, goodwill, casino and hotel credit and charge records, supplier lists, checking accounts, safe deposit boxes (excluding the contents of such deposit boxes owned by Persons other than Trustor), cash, instruments, chattel papers, including inter-company notes and pledges, documents, unearned premiums, deposits, refunds, including but not limited to income tax refunds, prepaid expenses, rebates, tax and insurance escrow and impound accounts, if any, actions and rights in action, and all other claims, including without limitation condemnation awards and insurance proceeds, and all other contract rights and general intangibles resulting from or used in connection with the operation and occupancy of the Trust Estate and the Project and in which Trustor now or hereafter has rights; and (d) general intangibles, vacation license resort agreements or other time

share license or right to use agreements, including without limitation all rents, issues, profits, income and maintenance fees resulting therefrom, whether any of the foregoing is now owned or hereafter acquired.

“ Land ” means the real property situated in the County of Clark, State of Nevada, more specifically described in Exhibit A attached hereto and incorporated herein by reference, including any after acquired title thereto.

“ NRS ” means the Nevada Revised Statutes as in effect from time to time.

“ Personal Property ” has the meaning set forth in Section 1.12 .

“ Proceeds ” has the meaning assigned to it under the UCC and, in any event, shall include but not be limited to (i) any and all proceeds of any insurance (including without limitation property casualty and title insurance), indemnity, warranty or guaranty payable from time to time with respect to all or a portion of the Trust Estate; (ii) any and all proceeds in the form of accounts, security deposits, tax escrows (if any), down payments (to the extent Legal Requirements permit the same may to be pledged), collections, contract rights, documents, instruments, chattel paper, Liens and security instruments, guarantees or general intangibles relating in whole or in part to the Site, the Project or the Improvements and all rights and remedies of whatever kind or nature Trustor or its Restricted Subsidiaries may hold or acquire for the purpose of securing or enforcing any obligation due Trustor or then Restricted Subsidiaries thereunder; (iii) any and all payments in any form whatsoever made or due and payable from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Trust Estate by any Governmental Instrumentality; (iv) subject to the absolute assignment contained herein, the Rents or other benefits arising out of, in connection with or pursuant to any Space Lease of the Trust Estate; and (v) any and all other amounts from time to time paid or payable in connection with any of the Trust Estate; provided, however, that neither the Trustor nor its Restricted Subsidiaries is authorized to sell, transfer, convey, mortgage, pledge, grant rights in or otherwise dispose of any of the Trust Estate unless permitted under the Credit Agreement and the Subsidiary Guaranty.

“ Project ” means the approximately 3,000 suite hotel, a gaming facility of approximately 100,000 square feet, a multi-story parking structure and a meeting complex to be integrated with the Existing Casino Complex and located on approximately a portion of the Site adjacent to the Existing Casino Complex.

“ Rents ” means all rents, room revenues, Income, receipts, issues, profits, revenues and maintenance fees, room, food and beverage revenues, license and concession fees, Proceeds and other benefits to which Trustor or its Restricted Subsidiaries may now or hereafter be entitled from the Site, the Project or the Improvements therein or thereon, as applicable, or any property encumbered hereby or any business or other activity conducted by Trustor or any of its Restricted Subsidiaries at the Site, the Project or the Improvements.

“ Site ” means the Land and the Easements.

“ Space Leases ” means any and all leases, subleases, lettings, licenses, concessions, operating agreements, management agreements, and all other agreements affecting all or a

portion of the Trust Estate, that Trustor or any of its Restricted Subsidiaries has entered into, taken by assignment, taken subject to, or assumed, or has otherwise become bound by, now or in the future, that give any Person the right to conduct its business on, or otherwise use, operate or occupy, all or any portion of the Site, the Project or the Improvements including, without limitation, the right to use or occupy space for kiosk(s) or vendor cart(s), and all rights of Trustor or any Restricted Subsidiary (if any) thereto or therefrom and any leases, agreements or arrangements permitting anyone to enter upon or use all or any portion of the Trust Estate to extract or remove natural resources of any kind, together with all amendments, extensions, and renewals of the foregoing entered into in compliance with the Credit Agreement and the Subsidiary Guaranty, together with all rental, occupancy, service, maintenance or any other similar agreements pertaining to use or occupation of, or the rendering of services at the Site, the Project, the Improvements or any part thereof.

“ Space Lessee(s) ” means any and all tenants, licensees, or other grantees of the Space Leases and any and all guarantors, sureties, endorsers or others having primary or secondary liability with respect to such Space Leases.

“ State ” means the State of Nevada.

“ Tangible Collateral ” means all personal property, goods, equipment, supplies, building and other materials of every nature whatsoever and all other tangible personal property constituting a part or portion of the Project and/or used in the operation of the hotel, casino, restaurants, stores, parking facilities, observation tower and all other Improvements on the Site or the Project including but not limited to communication systems, visual and electronic surveillance systems and transportation system and not constituting a part of the real property subject to the Lien of this Deed of Trust and including all property and materials stored therein in which Trustor or any Restricted Subsidiary has an interest and all tools, utensils, food and beverage, liquor, uniforms, linens, housekeeping and maintenance supplies, vehicles, fuel, advertising and promotional material, blueprints, surveys, plans and other documents relating to the Site, the Project or the Improvements, and all construction materials and all furnishings, fixtures and equipment, including, but not limited to, all FF&E and all equipment and devices which are or are to be installed and used in connection with the operation of the Site, the Project or the Improvements those items of furniture, fixtures and equipment which are to be purchased or leased by Trustor or its Restricted Subsidiaries, machinery and any other items of personal property in which Trustor or its Restricted Subsidiaries now or hereafter own or acquire an interest or right and which are used or useful in the construction, operation, use and occupancy of the Site, the Project or the Improvements and all present and future right and interest of Trustor or its Restricted Subsidiaries in and to any casino operator’s agreement (to the extent same may be pledged under Nevada Gaming Laws), license agreement or sublease agreement used in connection with the Site, the Project or the Improvements.

“ Title Insurer ” means First American Title Insurance Company, a California corporation, or an Affiliate thereof.

“ Trust Estate ” means all of the property described in Granting Clauses (A) through (N) below, inclusive, and each item of property therein described, provided , however , that such term shall not include the property described in Granting Clause (O) below.

“ UCC ” means the Uniform Commercial Code in effect in the State from time to time, NRS chapters 104 and 104A.

The following terms shall have the meaning assigned to such terms in the Credit Agreement:

Affiliate
Asset Sale
Bankruptcy Code
Business Day
Closing Date
Collateral
Collateral Documents
Cooperation Agreement
FF&E Facility
Gaming License
Governmental Instrumentality
Legal Requirements
Lenders
Lien
Loan Documents
Net Loss Proceeds
Nevada Gaming Authorities
Nevada Gaming Laws
Notes
Obligations
Operative Documents
Permitted Liens
Person
Plans and Specifications

Requisite Lenders
Restricted Subsidiary
Resort Complex
Resort Complex Operative Document
Specified FF&E
Subsidiary
Subsidiary Guarantor

In addition, any capitalized terms used in this Deed of Trust which are not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

W I T N E S S E T H:

principal amount of ONE BILLION TEN MILLION AND 00/100 DOLLARS or so much thereof as may be advanced from time to time; (2) the performance of the Obligations and each covenant and agreement of Trustor and the Restricted Subsidiaries contained in the Credit Agreement, the Subsidiary Guaranty, this Deed of Trust or the other Loan Documents; (3) the payment of such additional loans or advances as hereafter may be made to either Trustor (individually or jointly and severally with any other Person), its successors or assigns or any Restricted Subsidiary, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust; provided , however , that any and all future advances by Beneficiary or Lenders to either Trustor or any of its Restricted Subsidiaries made for the improvement, protection or preservation of the Trust Estate, together with interest at the interest rate provided in the Credit Agreement, shall be automatically secured hereby unless such a note or instrument evidencing such advances specifically recites that it is not intended to be secured hereby and (4) the payment of all sums expended or advanced by Beneficiary or Lenders under or pursuant to the terms hereof or to protect the security hereof (including Protective Advances as such term is defined in Section 4.2 hereof), together with interest thereon as herein provided, Trustor, in consideration of the premises, and for the purposes aforesaid, does hereby ASSIGN, BARGAIN, CONVEY, PLEDGE, RELEASE, HYPOTHECATE, WARRANT, AND TRANSFER WITH POWER OF SALE UNTO TRUSTEE IN TRUST FOR THE BENEFIT OF BENEFICIARY AND THE LENDERS each of the following:

(A) Trustor’s interest in the Site (to the extent permitted by, or not prohibited by, the Nevada Gaming Laws and other applicable law);

(B) TOGETHER WITH all the estate, right, title and interest of Trustor of, in and to the Project and the Improvements;

notwithstanding the fact that the amount owing thereon may not then be due and payable; (ii) all proceeds of any sales or other dispositions of the property or rights described in Granting Clauses (A), (B), (C), (D), (E), (J), (K), and (L) hereof or any part thereof whether voluntary or involuntary, provided , however , that the foregoing shall not be deemed to permit Asset Sales except as specifically permitted in the Credit Agreement; and (iii) whether arising from any voluntary or involuntary disposition of the Collateral described in Granting Clauses (A), (B), (C), (D), (E), (J), (K), and (L), all Proceeds, products, replacements, additions, substitutions, renewals and accessions, remainders, reversions and after-acquired interest in, of and to such Collateral;

(G) TOGETHER WITH, the absolute assignment of any Space Leases or any part thereof that Trustor has entered into, taken by assignment, taken subject to, or assumed, or has otherwise become bound by, now or in the future, together with all of the following (including all “Cash Collateral” within the meaning of the Bankruptcy Code) arising from the Space Leases: (a) Rents and Income (subject, however, to the aforesaid absolute assignment to Trustee for the benefit of Beneficiary and the revocable license hereinbelow granted to Trustor to collect the Rents), (b) all guarantees, letters of credit, security deposits, collateral, cash deposits, and other credit enhancement documents, arrangements and other measures with respect to the Space Leases, (c) all of Trustor’s right, title, and interest under the Space Leases, including the following: (i) the right to receive and collect the Rents from the lessee, sublessee or licensee, or their successor(s), under any Space Lease(s) and (ii) the right to enforce against any tenants thereunder and otherwise any and all remedies under the Space Leases, including Trustor’s right to evict from possession any tenant thereunder or to retain, apply, use, draw upon, pursue, enforce or realize upon any guaranty of any Space Lease; to terminate, modify, or amend the Space Leases; to obtain possession of, use, or occupy, any of the real or personal property subject to the Space Leases; and to enforce or exercise, whether at law or in equity or by any other means, all provisions of the Space Leases and all obligations of the tenants thereunder based upon (A) any breach by such tenant under the applicable Space Lease (including any claim that Trustor may have by reason of a termination, rejection, or disaffirmance of such Space Lease pursuant to the Bankruptcy Code) and (B) the use and occupancy of the premises demised, whether or not pursuant to the applicable Space Lease (including any claim for use and occupancy arising under landlord-tenant law of the State or the Bankruptcy Code). A revocable license is hereby granted to Trustor, so long as no Event of Default has occurred and is continuing hereunder, to collect and use the Rents, as they become due and payable, but not more than one (1) month in advance thereof. Upon the occurrence of an Event of Default, the permission hereby granted to Trustor to collect the Rents shall automatically be revoked without notice until such time as such Event of Default is cured and such cure is accepted by the Beneficiary; provided , however , to the extent that the Required Lenders rescind and annul an acceleration of the Loans in accordance with the provisions of the last paragraph of Section 8 of the Credit Agreement, such revocable license shall be reinstated. Beneficiary shall have the right, at any time and from time to time, to notify any Space Lessee of the rights of Beneficiary as provided by this Section (G) ;

Notwithstanding anything to the contrary contained herein, the foregoing provisions of this Granting Clause (G) shall not constitute an assignment for purposes of security but shall to the extent permitted by, or not prohibited by, the Nevada Gaming Laws and other applicable law constitute an absolute and present assignment of the Rents to Beneficiary, subject, however, to the conditional license given to Trustor to collect and use the Rents as hereinabove provided; and

the existence or exercise of such right of Trustor shall not operate to subordinate this assignment to any subsequent assignment, in whole or in part, by Trustor;

(H) TOGETHER WITH all the estate, right, title and interest of Trustor of, in and to any and all maps, plans, specifications, surveys, studies, tests, reports, data and drawings relating to the development of the Site, the Project or the Improvements including, without limitation, all Plans and Specifications, marketing plans, feasibility studies, soils tests, design contracts and all contracts and agreements of Trustor relating thereto including, without limitation, architectural, structural, mechanical and engineering plans and specifications, studies, data and drawings prepared for or relating to the development of the Site, the Project or the Improvements or the construction, renovation or restoration of any of the Improvements or the extraction of minerals, sand, gravel or other valuable substances from the Site, the Project or the Improvements and purchase contracts or any agreement granting Trustor a right to acquire any land situated within Clark County, Nevada;

(I) TOGETHER WITH, to the extent permitted by, or not prohibited by, the Nevada Gaming Laws and other applicable Legal Requirements, all the estate, right, title and interest of Trustor of, in and to any and all licenses, permits, variances, special permits, franchises, certificates, rulings, certifications, validations, exemptions, filings, registrations, authorizations, consents, approvals, waivers, orders, rights and agreements (including, without limitation, options, option rights, contract rights now or hereafter obtained by Trustor from any Governmental Instrumentality having or claiming jurisdiction over the Site, the Project, the Improvements or any other element of the Trust Estate or providing access thereto, or the operation of any business on, at or from the Site, the Project or the Improvements including, without limitation, any liquor or Gaming Licenses, (except for any registrations, licenses, findings of suitability or approvals issued by the Nevada Gaming Authorities or any other liquor or gaming licenses which are non-assignable); provided , that upon an Event of Default hereunder or under the Credit Agreement or the Subsidiary Guaranty, if Beneficiary is not qualified under the Nevada Gaming Laws to hold such Gaming Licenses, then Beneficiary may designate an appropriately qualified third party to which an assignment of such Gaming Licenses can be made in compliance with the Nevada Gaming Laws;

(J) TOGETHER WITH all the estate, right, title and interest of Trustor of, in and to all water stock, water permits and other water rights relating to the Site, the Project or the Improvements;

(K) TOGETHER WITH all the estate, right, title and interest of Trustor of, in and to all oil and gas and other mineral rights, if any, in or pertaining to the Site, the Project or the Improvements and all royalty, leasehold and other rights of Trustor pertaining thereto;

accessions, and appurtenances to, any of the foregoing that Trustor may subsequently acquire or obtain by any means, or construct, assemble, or otherwise place on any of the Trust Estate, and all conversions of any of the foregoing; it being the intention of Trustor that all property hereafter acquired by Trustor and required by this Deed of Trust or any Loan Document granting a security interest to the Beneficiary to be subject to the Lien of this Deed of Trust or intended so to be shall forthwith upon the acquisition thereof by Trustor be subject to the Lien of this Deed of Trust as if such property were now owned by Trustor and were specifically described in this Deed of Trust and granted hereby or pursuant hereto, and Trustee and Beneficiary are hereby authorized, subject to Nevada Gaming Laws and other applicable Legal Requirements, to receive any and all such property as and for additional security for the obligations secured or intended to be secured hereby. Trustor agrees to take any action as may reasonably be necessary to evidence and perfect such Liens or security interests, including, without limitation, the execution of any documents necessary to evidence and perfect such Liens or security interests;

(M) TOGETHER WITH, to the extent permitted by applicable Legal Requirements, any and all Accounts Receivable and all royalties, earnings, Income, proceeds, products, Rents, revenues, reversions, remainders, issues, profits, avails, production payments, and other benefits directly or indirectly derived or otherwise arising from any of the foregoing, all of which are hereby assigned to Beneficiary, who, except as otherwise expressly provided in this Deed of Trust (including the provisions of Section 1.13 hereof), is authorized to collect and receive the same, to give receipts and acquittances therefor and to apply the same to the Obligations secured hereunder, whether or not then due and payable;

(N) TOGETHER WITH Proceeds of the foregoing property described in Granting Clauses (A) through (M);

(O) TOGETHER WITH Trustor’s rights further to assign, sell, lease, encumber or otherwise transfer or dispose of the property described in Granting Clauses (A) through (N) inclusive, above, for debt or otherwise; and

(P) EXPRESSLY EXCLUDING, HOWEVER, (i) Specified FF&E, (ii) any assets which if pledged, hypothecated or given as collateral security would require Trustor to seek approval of any Nevada Gaming Authority of the pledge, hypothecation or collateralization, or require the Beneficiary or any Person to be licensed, qualified or found suitable by an applicable Nevada Gaming Authority, (iii) any contracts, contract rights, permits or general intangibles, which by their terms or the operation of law prohibit or do not allow assignment or require any consent for assignment which has not been obtained or which would be breached by virtue of a security interest being granted therein and (iv) any property or assets subject to a Lien permitted under clauses (ii), (xxi), (xxiii)(b), (xxiv), (xxv) and (xxviii) of the definition of Permitted Liens contained in the Credit Agreement.

Trust Estate in the quiet and peaceable possession of Trustee and its successors and assigns against all and every Person lawfully or otherwise claiming or to claim the whole or any part thereof, subject to Permitted Liens. Trustor agrees that any greater title to the Trust Estate hereafter acquired by Trustor during the term hereof shall be automatically subject hereto.

ARTICLE ONE

COVENANTS OF TRUSTOR

The Beneficiary and Lenders have been induced to enter into the Credit Agreement, the Subsidiary Guaranty and the other Loan Documents and to make the Loans to Venetian and LVSI on the basis of the following material covenants, all agreed to by Trustor:

1.1 Performance of Deed of Trust . Trustor shall perform, observe and comply and shall cause each other Subsidiary Guarantor to perform, observe and comply with each and every provision hereof and of the other Loan Documents and shall promptly pay, when payment shall become due, the principal with interest thereon, the other Obligations and all other sums required to be paid by Trustor hereunder and thereunder, as the case may be.

1.2 General Representations , Covenants and Warranties . Trustor represents, covenants and warrants that: (a) Trustor has good and marketable title to an indefeasible fee estate in the Site, free and clear of all Liens except Permitted Liens, and that it has the right to hold, occupy and enjoy its interest in the Trust Estate, and has good right, full power and lawful authority to subject the Trust Estate to the Lien of this Deed of Trust and pledge the same as provided herein and Beneficiary may at all times peaceably and quietly enter upon, hold, occupy and enjoy the entire Trust Estate in accordance with the terms hereof; (b) neither Trustor nor any of its Subsidiaries is Insolvent and no bankruptcy or insolvency proceedings are pending or contemplated by or, to the best of Trustor’s knowledge, threatened against Trustor nor any of its Subsidiaries; (c) all costs arising from construction of any Improvements, the performance of any labor and the purchase of all Tangible Collateral and the Improvements have been or shall be paid when due (subject to the provisions of the Credit Agreement, the Subsidiary Guaranty and this Deed of Trust); (d) the Site has frontage on, and direct access for ingress and egress to dedicated street(s); (e) Trustor shall at all times conduct and operate the Trust Estate in a manner so as not to lose, or permit any Restricted Subsidiary to lose the right to conduct gaming activities at the Project; (f) no material part of the Trust Estate has been damaged, destroyed, condemned or abandoned, other than those portions of the Trust Estate that have been the subject of condemnation proceedings that have resulted in the conveyance of such portion of the Trust Estate to the Trustor; (g) no part of the Trust Estate is the subject of condemnation proceedings and Trustor has no knowledge of any contemplated or pending condemnation proceeding with respect to any portion of the Trust Estate other than condemnation proceedings set forth in Exhibit D ; and (h) Trustor acknowledges and agrees that it presently uses, and has in the past used, certain trade or fictitious names in connection with the operation of the business at the Trust Estate, including the names “Lido,” and “Palazzo” (all of the foregoing, collectively, the “ Enumerated Names ”). For all purposes of this Deed of Trust it shall be deemed that the term “Trustor” includes, in addition to “Lido Casino Resort, LLC” all trade or fictitious, names that Trustor (or any successor or assign thereof) now or hereafter uses, or has in the past used with respect to the Site, the Project or the Improvements without limitation, with the same force and

effect as if this Deed of Trust had been executed in all such names (in addition to “Lido Casino Resort, LLC”).

1.3 Compliance with Legal Requirements . Trustor shall promptly, fully, and faithfully comply in all material respects with all Legal Requirements and shall cause all portions of the Trust Estate and its use and occupancy to fully comply in all material respects with Legal Requirements at all times, whether or not such compliance requires work or remedial measures that are ordinary or extraordinary, foreseen or unforeseen, structural or nonstructural, or that interfere with the use or enjoyment of the Trust Estate.

1.4 Impositi ons . Except as otherwise permitted by Section 6.3 of the Credit Agreement, (a) Trustor shall pay all Impositions as they become due and payable and shall deliver to Beneficiary promptly upon Beneficiary’s request, evidence satisfactory to Beneficiary that the Impositions have been paid or are not delinquent; (b) Trustor shall not suffer to exist, permit or initiate the joint assessment of the real and personal property, or any other procedure whereby the Lien of Impositions and the Lien of the personal property taxes shall be assessed, levied or charged to the Site, the Project and the Improvements as a single Lien, except as may be required by Legal Requirements; and (c) in the event of the passage of any law deducting from the value of real property for the purposes of taxation any Lien thereon, or changing in any way the taxation of deeds of trust or obligations secured thereby for state or local purposes, or the manner of collecting such Impositions or taxes and imposing an Imposition or tax, either directly or indirectly, on this Deed of Trust or the Notes, Trustor shall pay all such Impositions and taxes and all payments required with respect to Impositions and taxes pursuant to the terms of the Cooperation Agreement (including, without limitation, Article VI thereof).

1.5 Insuranc e .

(a) Insurance Requirements and Proceeds .

(i) Hazard Insurance . Trustor shall at its sole expense obtain for, deliver to, assign and maintain for the benefit of Beneficiary, during the term of this Deed of Trust, insurance policies insuring the Trust Estate and liability insurance policies, all in accordance with the requirements of Section 6.4 of the Credit Agreement, if applicable, and Section 2.19 of the Subsidiary Guaranty, if applicable. Trustor shall promptly pay when due any premiums on such insurance policies and on any renewals thereof and all payments required with respect to the procurement of insurance pursuant to the terms of the Cooperation Agreement (including, without limitation, Article VI thereof). In the event of the foreclosure of this Deed of Trust or any other transfer of title to the Trust Estate in extinguishment of the Obligations and other sums secured hereby, all right, title and interest of Beneficiary in and to all insurance policies and renewals thereof then in force shall pass to the purchaser or grantee.

(ii) Handling of Proceeds . All Proceeds from any insurance policies shall be disbursed in accordance with the provisions of Section 6.4 of the Credit Agreement, if applicable, and Section 2.19 of the Subsidiary Guaranty, if applicable. All Proceeds of insurance allocable to Trustor, as owner of the Site, the Project and the Improvements and attributable to business interruption insurance shall be collected, held, handled and disbursed in accordance with Section 6.4 of the Credit Agreement, if applicable, or otherwise in accordance with Articles X and XI of the Cooperation Agreement. All Net

Loss Proceeds shall be applied by Trustor in accordance with Section 2.4B(iii)(b) of the Credit Agreement.

(b) Compliance with Insurance Policies . Trustor shall not violate or permit to be violated any of the conditions or provisions of any policy of insurance required by the Credit Agreement, the Subsidiary Guaranty, the Cooperation Agreement or this Deed of Trust and Trustor shall so perform and satisfy the requirements of the companies writing such policies that, at all times, companies of good standing shall be willing to write and/or continue such insurance. Trustor further covenants to promptly send to Beneficiary all notices relating to any violation of such policies or otherwise affecting Trustor’s insurance coverage or ability to obtain and maintain such insurance coverage.

1.6 Condemnatio n . Beneficiary is hereby authorized, at its option, to commence, appear in and prosecute in its own or Trustor’s name any action or proceeding relating to any condemnation and, subject to Article XII of the Cooperation Agreement, to settle or compromise any claim in connection therewith, and Trustor hereby appoints Beneficiary as its attorney-in-fact to take any action in Trustor’s name pursuant to Beneficiary’s rights hereunder. Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Trust Estate, or any portion thereof, Trustor shall notify the Trustee and Beneficiary of the pendency of such proceedings. Trustor from time to time shall execute and deliver to Beneficiary all instruments requested by it to permit such participation; provided , however , that such instruments shall be deemed as supplemental to the foregoing grant of permission to Trustee and Beneficiary, and unless otherwise required, the foregoing permission shall, without more, be deemed sufficient to permit Trustee and/or Beneficiary to participate in such proceedings on behalf of Trustor. All such compensation awards, damages, claims, rights of action and Proceeds, and any other payments or relief, and the right thereto, whether paid to Beneficiary or Trustor, are included in the Trust Estate. Beneficiary, after deducting therefrom all its expenses, including reasonable attorneys fees, shall apply all Proceeds paid directly to it in accordance with the provisions of Section 6.4(C) of the Credit Agreement. All such Proceeds paid directly to the Trustor shall be applied by Trustor in accordance with Article XII of the Cooperation Agreement and Section 2.4B(iii)(b) of the Credit Agreement. Trustor hereby waives any rights it may have under NRS 37.115, as amended or recodified from time to time.

1.7 Space Leases .

(a) Trustor represents and warrants that:

(i) Trustor has delivered to Beneficiary true, correct and complete copies of all Space Leases, including all amendments and modifications, written or oral existing as of the Closing Date;

(iii) to Trustor’s knowledge, no default now exists under any Space Lease on the part of Trustor or the tenant thereunder;

(iv) to Trustor’s knowledge, no event has occurred that, with the giving of notice or the passage of time or both, would constitute such a default or would entitle Trustor or any other party under such Space Lease to cancel the same or otherwise avoid its obligations;

(v) Trustor has not accepted prepayments of installments of Rent under any Space Leases, except for installment payments not in excess of one month’s Rent and security deposits;

(vi) except for Permitted Liens, Trustor has not executed any assignment or pledge of any of Space Leases, the Rents, or of Trustor’s right, title and interest in the same; and

(vii) this Deed of Trust does not constitute a violation or default under any Space Lease, and is and shall at all times constitute a valid Lien on Trustor’s interests in the Space Leases.

(b) After an Event of Default, Trustor shall deliver to Beneficiary the executed originals of all Space Leases.

1.8 Authorization by Trustor . Trustor agrees that in the event the ownership of the Trust Estate or any part thereof becomes vested in a person other than Trustor, Beneficiary may, without notice to Trustor, deal in any way with such successor or successors in interest with reference to this Deed of Trust, the Notes and other Obligations hereby secured without in any way vitiating or discharging Trustor’s or any guarantor’s, surety’s or endorser’s liability hereunder or upon the obligations hereby secured. No sale of the Trust Estate and no forbearance to any person with respect to this Deed of Trust and no extension to any person of the time for payment of the Notes, and other sums hereby secured given by Beneficiary shall operate to release, discharge, modify, change or affect the original liability of Trustor, or such guarantor, surety or endorser either in whole or in part.

1.9 Security Agreement and Financing Statements . Trustor (as debtor) hereby grants to Beneficiary (as creditor and secured party) a present and future security interest in all Tangible Collateral, Intangible Collateral, FF&E (subject to the provisions of Section 7.1 of the Credit Agreement which permit the granting of certain security interests in Specified FF&E to the providers of Indebtedness which may be incurred under said Section), the Improvements, all other personal property now or hereafter owned or leased by Trustor or in which Trustor has or will have any interest, to the extent that such property constitutes a part of the Trust Estate (whether or not such items are stored on the Site, the Project, the Improvements or elsewhere), Proceeds of the foregoing comprising a portion of the Trust Estate and all proceeds of insurance policies and consideration awards arising therefrom and all proceeds, products, substitutions, and accessions therefor and thereto, subject to Beneficiary’s rights to treat such property as real property as herein provided (collectively, the “ Personal Property ”). Trustor shall execute any and all documents and writings, including without limitation financing statements pursuant to the UCC, as may be necessary or prudent to preserve and maintain the priority of the security interest granted hereby on property which may be deemed subject to the foregoing security agreement or as Beneficiary may reasonably request, and shall pay to Beneficiary on demand any reasonable expenses incurred by Beneficiary in connection with the preparation, execution

and filing of any such documents. Trustor hereby authorizes and empowers Beneficiary to execute and file, on Trustor’s behalf, all financing statements and refilings and continuations thereof as advisable to create, preserve and protect said security interest. This Deed of Trust constitutes both a real property deed of trust and a “security agreement,” within the meaning of the UCC, and the Trust Estate includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Trustor in the Trust Estate. Trustor by executing and delivering this Deed of Trust has granted to Beneficiary, as security of the Obligations, a security interest in the Trust Estate.

(a) Fixture Filing . Without in any way limiting the generality of the immediately preceding paragraph or of the definition of the Trust Estate, this Deed of Trust constitutes a fixture filing under Section 9-502 of the UCC (NRS 104.9502(3)). For such purposes, (i) the “debtor” is each Trustor and their respective addresses are the addresses given for each such Person in the initial paragraph of this Deed of Trust; (ii) the “secured party’ is Beneficiary, and its address for the purpose of obtaining information is the address given for it in the initial paragraph of this Deed of Trust; (iii) the real estate to which the fixtures are or are to become attached is Trustor’s interest in the Site, the Project and the Improvements; and (iv) the record owner of such real estate or interests therein is Trustor.

(c) Derogation of Real Property . It is the intention of the parties that the filing of a financing statement in the records normally having to do with personal property shall never be construed as in anyway derogating from or impairing the express declaration and intention of the parties hereto as hereinabove stated that everything used in connection with the production of Income from the Trust Estate and/or adapted for use therein and/or which is described or reflected in this Deed of Trust is, and at all times and for all purposes and in all proceedings both legal or equitable, shall be regarded as part of the real property encumbered by this Deed of Trust irrespective of whether (i) any such item is physically attached to the Improvements, (ii) serial numbers are used for the better identification of certain equipment items capable of being thus identified in a recital contained herein or in any list filed with Beneficiary, or (iii) any such item is referred to or reflected in any such financing statement so filed at any time. It is the intention of the parties that the mention in any such financing statement of (1) rights in or to the proceeds of any fire and/or hazard insurance policy, or (2) any award in eminent domain proceedings for a taking or for loss of value, or (3) Trustor’s interest as lessors in any present or future Space Lease or rights to Rents, shall never be construed as in anyway altering any of the rights of Beneficiary as determined by this Deed of Trust or impugning the priority of Beneficiary’s real property Lien granted hereby or by any other recorded document, but such mention in the financing statement is declared to be for the protection of Beneficiary in the event any court or judge shall at any time hold with respect to the matters set forth in the foregoing clauses (1), (2) and (3) that notice of Beneficiary’s priority of interest to be effective against a particular class of

Persons, including but not limited to, the federal government and any subdivisions or entity of the federal government, must be filed in the UCC records.

(d) Priority; Permitted Financing of Tangible Collateral . All Personal Property of any nature whatsoever which is subject to the provisions of this security agreement shall be purchased or obtained by Trustor in its name and free and clear of any Lien or encumbrance, except for Permitted Liens, for use only in connection with the business and operation of the Project, and shall be and at all times remain free and clear of any lease or similar arrangement, chattel financing, installment sale agreement, security agreement and any encumbrance of like kind, so that Beneficiary’s security interest shall attach to and vest in Trustor for the benefit of Beneficiary, with the priority herein specified, immediately upon the installation or use of the Personal Property at the Site, the Project or the Improvements and Trustor warrants and represents that Beneficiary’s security interest in the Personal Property is a validly attached and binding security interest, properly perfected and prior to all other security interests therein subject to Permitted Liens.

(f) Removal of Collateral . Except as permitted in the Credit Agreement for damaged or obsolete Tangible Collateral which is either no longer usable or which is removed temporarily for repair or improvement or removed for replacement on the Trust Estate with Tangible Collateral of similar function or as otherwise permitted herein, none of the Tangible Collateral shall be removed from the Trust Estate without Beneficiary’s prior written consent.

(h) Release of Liens . To the extent any property (including Specified FF&E) is financed by any lender pursuant to an FF&E Facility, the Trustee shall release the Liens in favor of the Beneficiary on such Specified FF&E and in connection therewith at the Trustor’s expense, execute and deliver to the Trustor such documents (including, without limitation UCC-3 termination statements) as the Trustor may reasonably request to evidence such termination.

operative without any further action on the part of any party, and specifically upon the occurrence of an Event of Default such license shall be automatically revoked and Beneficiary shall be entitled upon the occurrence of an Event of Default hereunder to all Rents and to enter into the Site, the Project and the Improvements to collect all such Rents until such time as such Event of Default is cured and such cure is accepted by the Beneficiary; provided , however , that Beneficiary shall not be obligated to take possession of the Trust Estate, or any portion thereof. The absolute assignment contained in Granting Clause (G) shall not be deemed to impose upon Beneficiary any of the obligations or duties of Trustor provided in any such Space Lease (including, without limitation, any liability under the covenant of quiet enjoyment contained in any Space Lease in the event that any lessee shall have been joined as a party defendant in any action to foreclose this Deed of Trust and shall have been barred and foreclosed thereby of all right, title and interest and equity of redemption in the Trust Estate or any part thereof).

1.11 Beneficiary’s Cure of Trustor’s Default . If Trustor defaults hereunder in the payment of any tax, assessment, Lien, encumbrance or other Imposition, in its obligation to furnish insurance hereunder, or in the performance or observance of any other covenant, condition or term of this Deed of Trust or the Cooperation Agreement, Beneficiary may, but is not obligated to, preserve its interest in the Trust Estate, perform or observe the same, but only upon not less than five Business Days notice to Trustor and all payments made (whether such payments are regular or accelerated payments) and reasonable costs and expenses incurred or paid by Beneficiary in connection therewith shall become due and payable immediately. The amounts so incurred or paid by Beneficiary, together with interest thereon at the Default Rate from the date incurred until paid by Trustor, shall be added to the Obligations and secured by the Lien of this Deed of Trust. Beneficiary is hereby empowered to enter and to authorize others to enter upon the Site, the Project or the Improvements or any part thereof for the purpose of performing or observing any such defaulted covenant, condition or term, without thereby becoming liable to Trustor or any Person in possession holding under Trustor. No exercise of any rights under this Section 1.11 by Beneficiary shall cure or waive any Event of Default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies.

1.12 Use of Land . Trustor covenants that the Trust Estate shall be (i) used and operated in a manner reasonably consistent with the description of the Project in the Cooperation Agreement and (ii) the last sentence of Section 6.4 of the Credit Agreement.

1.13 Affiliates and Restricted Subsidiaries .

(a) Subject to Trust Deed . Subject to compliance with requirements of applicable Nevada Gaming Laws, Trustor shall cause all of its Affiliates and Subsidiaries in any way involved with the operation of all or a portion of the Trust Estate to observe the covenants and conditions of this Deed of Trust to the extent necessary to give the full intended effect to such covenants and conditions and to protect and preserve the security of Beneficiary hereunder. Trustor shall, at Beneficiary’s request, cause any such Affiliate or Restricted Subsidiary to execute and deliver to Beneficiary or Trustee such further instruments or documents as Beneficiary may reasonably deem necessary to effectuate the terms of this Section 1.13(a) .

(b) Restriction on Use of Subsidiary or Affiliate . Except as permitted under the Credit Agreement or the Loan Documents, Trustor shall not use any Affiliate or Subsidiary in the

operation of the Trust Estate, the Project or the Easements if such use would in any way impair the security for the Notes, the Credit Agreement or the Subsidiary Guaranty or cause a breach of any covenant of this Deed of Trust, the Credit Agreement, the Subsidiary Guaranty or any other Loan Documents.

ARTICLE TWO

CORPORATE LOAN PROVISIONS

2.1 Interaction with Credit Agreement and Subsidiary Guaranty .

(a) Incorporation by Reference . All terms, covenants, conditions, provisions and requirements of the Credit Agreement and the Subsidiary Guaranty are incorporated by reference in this Deed of Trust.

(b) Conflicts . In the event of any conflict or inconsistency between the provisions of this Deed of Trust and those of the Credit Agreement or the Subsidiary Guaranty, the provisions of the Credit Agreement or the Subsidiary Guaranty, as applicable, shall govern.

2.2 Other Collateral . This Deed of Trust is one of a number of Collateral Documents to secure the Obligations delivered by or on behalf of Trustor and other Persons pursuant to the Credit Agreement, the Subsidiary Guaranty and the other Loan Documents and securing the Obligations secured hereunder. All potential junior Lien claimants are placed on notice that, under any of the Loan Documents and any other documents granting a security interest to the Beneficiary or otherwise (such as by separate future unrecorded agreement between Trustor and Beneficiary), other collateral for the Obligations secured hereunder ( i . e ., collateral other than the Trust Estate) may, under certain circumstances, be released without a corresponding reduction in the total principal amount secured by this Deed of Trust. Such a release would decrease the amount of collateral securing the Obligations, thereby increasing the burden on the remaining Trust Estate created and continued by this Deed of Trust. No such release shall impair the priority of the Lien of this Deed of Trust. By accepting its interest in the Trust Estate, each and every junior Lien claimant shall be deemed to have acknowledged the possibility of, and consented to, any such release. Nothing in this paragraph shall impose any obligation upon Beneficiary.

ARTICLE THREE

DEFAULTS

3.1 Event of Default . The term “ Event of Default ,” wherever used in this Deed of Trust, shall mean any one or more of the events of default listed in the Credit Agreement or the Subsidiary Guaranty (in each case, whether any such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and it shall be an Event of Default under this Deed of Trust if Trustor or any other “borrower” (as defined in NRS 106.310) who may send a notice pursuant to NRS 106.380(1) with respect to this Deed of Trust (i) delivers, sends or otherwise gives to Beneficiary (A) any notice of an election to terminate the operation of this Deed of Trust as security for any

indebtedness secured by this instrument, including, without limitation, any obligation to repay any “future advance” (as defined in NRS 106.320) or “principal” (as defined in NRS 106.345), or (B) any other notice pursuant to NRS 106.380(1); (ii) records a statement pursuant to NRS 1206.380(3); or (iii) causes this Deed of Trust, any indebtedness secured by this instrument or Beneficiary to be subject to NRS 106.380(2), 106.380(3), or 106.400.

ARTICLE FOUR

REMEDIES

4.1 Acceleration of Maturity . If an Event of Default occurs, Beneficiary may (except that such acceleration shall be automatic if the Event of Default is caused by LVSI’s, Venetian’s or Trustor’s Bankruptcy, in accordance with Sections 8.6 and 8.7 of the Credit Agreement and the provisions of the other Loan Documents) declare the Notes and all Obligations or sums secured hereby, to be due and payable immediately, and upon such declaration such principal and interest and other sums shall immediately become due and payable without demand, presentment, notice or other requirements of any kind (all of which Trustor waives) notwithstanding anything in this Deed of Trust or any Loan Document or applicable law to the contrary.

4.2 Protective Advances . If LVSI, Venetian or Trustor fails to make any payment or perform any other obligation under the Notes, the Subsidiary Guaranty, the other Operative Documents or the Resort Complex Operative Documents, then without thereby limiting Beneficiary’s other rights or remedies, waiving or releasing any of Trustor’s obligations, or imposing any obligation on Beneficiary, Beneficiary may either advance any amount owing or perform any or all actions that Beneficiary considers necessary or appropriate to cure such default. All such advances shall constitute “ Protective Advances .” No sums advanced or performance rendered by Beneficiary shall cure, or be deemed a waiver of any Event of Default.

4.4 Beneficiary’s Power of Enforcement .

determine, at public auction to the highest bidder, of cash in lawful money of the United States payable at the time of sale. Trustee may, for any cause it deems expedient, postpone the sale of all or any portion of said property until it shall be completed and, in every case, notice of postponement shall be given by public announcement thereof at the time and place last appointed for the sale and from time to time thereafter Trustee may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall execute and deliver to the purchaser its Deed, Bill of Sale, or other instrument conveying said property so sold, but without any covenant or warranty, express or implied. The recitals in such instrument of conveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. Any Person, including Beneficiary, may bid at the sale.

(d) Subject to compliance with applicable Nevada Gaming Laws, if any Event of Default occurs, Beneficiary may, either with or without entry or taking possession of the Trust Estate, and without regard to whether or not the Obligations and other sums secured hereby shall be due and without prejudice to the right of Beneficiary thereafter to bring an action or proceeding to foreclose or any other action for any default existing at the time such earlier action was commenced, proceed by any appropriate action or proceeding: (1) to enforce payment of the Obligations, to the extent permitted by law, or the performance of any term hereof or any other right; (2) to foreclose this Deed of Trust in any manner provided by law for the foreclosure of mortgages or deeds of trust on real property and to sell, as an entirety or in separate lots or parcels, the Trust Estate or any portion thereof pursuant to applicable Legal Requirements or under the judgment or decree of a court or courts of competent jurisdiction, and Beneficiary shall be entitled to recover in any such proceeding all costs and expenses incident thereto, including reasonable attorneys’ fees in such amount as shall be awarded by the court; (3) to exercise any or all of the rights and remedies available to it under the Credit Agreement, the Subsidiary Guaranty and the other Loan Documents; and (4) to pursue any other remedy available to it. Beneficiary shall take action either by such proceedings or by the exercise of its powers with respect to entry or taking possession, or both, as Beneficiary may determine.

4.5 Beneficiary’s Right to Enter and Take Possession, Operate and Apply Income .

(c) Subject to compliance with applicable Nevada Gaming Laws, upon every such entering upon or taking of possession, Beneficiary or Trustee may hold, store, use, operate, manage and control the Trust Estate and conduct the business thereof, and, from time to time in its sole and absolute discretion and without being under any duty to so act:

(ii) insure or keep the Trust Estate insured;

(iii) manage and operate the Trust Estate and exercise all the rights and powers of Trustor in their name or otherwise with respect to the same;

(iv) enter into agreements with others to exercise the powers herein granted Beneficiary or Trustee, all as Beneficiary or Trustee from time to time may determine; and, subject to the absolute assignment of the Rents and Leases to Beneficiary, Beneficiary or Trustee may collect and receive all the Rents, including those past due as well as those accruing thereafter; and shall apply the monies so received by Beneficiary or Trustee in such priority as Beneficiary may determine to (1) the payment of interest and principal due and payable on the Notes, (2) the deposits for Impositions and insurance premiums due, (3) the cost of insurance, Impositions and other proper charges upon the Trust Estate or any part thereof; (4) the compensation, expenses and disbursements of the agents, attorneys and other representatives of Beneficiary or

Trustee; and (5) any other charges or costs required to be paid by Trustor under the terms hereof; and

(v) rent or sublet the Trust Estate or any portion thereof for any purpose permitted by this Deed of Trust.

Beneficiary or Trustee shall surrender possession of the Trust Estate and the Personal Property to Trustor only when all that is due upon such interest and principal, Imposition and insurance deposits, and all amounts under any of the terms of the Credit Agreement, the Subsidiary Guaranty or this Deed of Trust, shall have been paid and other Obligations performed. The same right of taking possession, however, shall exist if any subsequent Event of Default shall occur and be continuing.

4.6 Leas es . Beneficiary is authorized to foreclose this Deed of Trust subject to the rights of any tenants of the Trust Estate, and the failure to make any such tenants parties defendant to any such foreclosure proceedings and to foreclose their rights shall not be, nor be asserted by Trustor to be, a defense to any proceedings instituted by Beneficiary to collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the Trust Estate, or any portion thereof. Unless otherwise agreed by Beneficiary in writing, all Space Leases executed subsequent to the date hereof, or any part thereof, shall be subordinate and inferior to the Lien of this Deed of Trust; provided , however , from time to time Beneficiary may execute and record among the land records of the jurisdiction where this Deed of Trust is recorded, subordination statements with respect to such of said Space Leases as Beneficiary may designate in its sole discretion, whereby the Space Leases so designated by Beneficiary shall be made superior to the Lien of this Deed of Trust for the term set forth in such subordination statement. From and after the recordation of such subordination statements, and for the respective periods as may be set forth therein, the Space Leases therein referred to shall be superior to the Lien of this Deed of Trust and shall not be affected by any foreclosure hereof. All such Space Leases shall contain a provision to the effect that the Trustor and Space Lessee recognize the right of Beneficiary to elect and to effect such subordination of this Deed of Trust and consents thereto.

hereof and agrees that Trustee or any court having jurisdiction to foreclose such Lien may sell the Trust Estate in part or as an entirety.

4.9 Recei ver . If an Event of Default occurs, Beneficiary, to the extent permitted by law and subject to compliance with all applicable Nevada Gaming Laws, and without regard to the value, adequacy or occupancy of the security for the Obligations and other sums secured hereby, shall be entitled as a matter of right if it so elects to the appointment of a receiver to enter upon and take possession of the Trust Estate and to collect all Rents and apply the same as the court may direct, and such receiver may be appointed by any court of competent jurisdiction upon application by Beneficiary. Beneficiary may have a receiver appointed without notice to Trustor or any third party, and Beneficiary may waive any requirement that the receiver post a bond. Beneficiary shall have the power to designate and select the Person who shall serve as the receiver and to negotiate all terms and conditions under which such receiver shall serve. Any receiver appointed on Beneficiary’s behalf may be an Affiliate of Beneficiary. The expenses, including receiver’s fees, attorneys’ fees, costs and agent’s compensation, incurred pursuant to the powers herein contained shall be secured by this Deed of Trust. The right to enter and take possession of and to manage and operate the Trust Estate and to collect all Rents, whether by a receiver or otherwise, shall be cumulative to any other right or remedy available to Beneficiary under this Deed of Trust, the Credit Agreement, the Subsidiary Guaranty or otherwise available to Beneficiary and may be exercised concurrently therewith or independently thereof. Beneficiary shall be liable to account only for such Rents (including, without limitation, security deposits) actually received by Beneficiary, whether received pursuant to this Section 4.9 or any other provision hereof. Notwithstanding the appointment of any receiver or other custodian, Beneficiary shall be entitled as pledgee to the possession and control of any cash, deposits, or instruments at the time held by, or payable or deliverable under the terms of this Deed of Trust to, Beneficiary.

4.12 Trustor to Pay the Notes on Any Default in Payment; Application of Monies by Beneficiary .

(a) In case of a foreclosure sale of all or any part of the Trust Estate and of the application of the proceeds of sale to the payment of the sums secured hereby, Beneficiary shall be entitled to enforce payment from Trustor of any additional amounts then remaining due and unpaid with respect to the Obligations and to recover judgment against Trustor for any portion thereof remaining unpaid, with interest at the Default Rate in accordance with Section 4.19 hereof.

4.13 Delay or Omission ; No Waiver . No delay or omission of Beneficiary to exercise any right, power or remedy upon any Event of Default shall exhaust or impair any such right, power or remedy or shall be construed to waive any such Event of Default or to constitute acquiescence therein. Every right, power and remedy given to Beneficiary whether contained herein or in the Credit Agreement or the Subsidiary Guaranty or otherwise available to Beneficiary may be exercised from time to time and as often as may be deemed expedient by Beneficiary.

or otherwise of all or any part of the Trust Estate, Beneficiary, without notice to any Person is hereby authorized and empowered to deal with any such vendee or transferee with reference to the Trust Estate or the Obligations secured hereby, or with reference to any of the terms or conditions hereof, as fully and to the same extent as it might deal with the original parties hereto and without in any way releasing or discharging any of the liabilities or undertakings hereunder, or waiving its right to declare such sale or transfer an Event of Default as provided herein. Notwithstanding anything to the contrary contained in this Deed of Trust or the other Loan Documents, (i) in the case of any non-monetary Event of Default, Beneficiary may continue to accept payments due hereunder without thereby waiving the existence of such or any other Event of Default and (ii) in the case of any monetary Event of Default, Beneficiary may accept partial payments of any sums due hereunder without thereby waiving the existence of such Event of Default if the partial payment is not sufficient to completely cure such Event of Default.

4.16 Remedies Cumulative . No right, power or remedy, including without limitation remedies with respect to any security for the Obligations, conferred upon or reserved to Beneficiary by this Deed of Trust or any other Loan Document is exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder or under any Loan Document, now or hereafter existing at law, in equity or by statute, and Beneficiary shall be entitled to resort to such rights, powers, remedies or security as Beneficiary shall in its sole and absolute discretion deem advisable.

the protection of the Trust Estate and the maintenance of the Lien and security interest of this Deed of Trust, including the fees of any attorney employed by Beneficiary in any litigation or proceeding affecting this Deed of Trust, the Subsidiary Guaranty or any other Loan Document, the Trust Estate or any portion thereof, including, without limitation, civil, probate, appellate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Trustor, with interest thereon at the Default Rate, and shall be secured by this Deed of Trust and the other Collateral Documents. Trustee waives its right to any statutory fee in connection with any judicial or nonjudicial foreclosure of the Lien hereof and agrees to accept a reasonable fee for such services.

4.19 Deficiency Judgments . If after foreclosure of this Deed of Trust or Trustee’s sale hereunder, there shall remain any deficiency with respect to any Obligations, and Beneficiary shall institute any proceedings to recover such deficiency or deficiencies, all such amounts shall continue to bear interest at the Default Rate. Trustor waives any defense to Beneficiary’s recovery against Trustor of any deficiency after any foreclosure sale of the Trust Estate. Trustor expressly waives any defense or benefits that may be derived from any statute granting Trustor any defense to any such recovery by Beneficiary. In addition, Beneficiary and Trustee shall be entitled to recovery of all of their reasonable costs and expenditures (including without limitation any court imposed costs) in connection with such proceedings, including their reasonable attorneys’ fees, appraisal fees and the other costs, fees and expenditures referred to in Section 4.18 above. This provision shall survive any foreclosure or sale of the Trust Estate, any portion thereof and/or the extinguishment of the Lien hereof.

4.20 Waiver of July Trial . Beneficiary and Trustor each waive any right to have a jury participate in resolving any dispute whether sounding in contract, tort or otherwise arising out of, connected with, related to or incidental to the relationship established between them in connection with the Obligations, this Deed of Trust or any other Loan Document. Any such disputes shall be resolved in a bench trial without a jury.

4.21 Exculpation of Beneficiary . The acceptance by Beneficiary of the assignment contained herein with all of the rights, powers, privileges and authority created hereby shall not, prior to entry upon and taking possession of the Trust Estate by Beneficiary, be deemed or construed to make Beneficiary a “mortgagee in possession”; nor thereafter or at any time or in any event obligate Beneficiary to appear in or defend any action or proceeding relating to the Space Leases, the Rents or the Trust Estate, or to take any action hereunder or to expend any money or incur any expenses or perform or discharge any obligation, duty or liability under any Space Lease or to assume any obligation or responsibility for any security deposits or other deposits except to the extent such deposits are actually received by Beneficiary, nor shall Beneficiary, prior to such entry and taking, be liable in any way for any injury or damage to person or property sustained by any Person in or about the Trust Estate.

ARTICLE FIVE

RIGHTS AND RESPONSIBILITIES OF TRUSTEE;
OTHER PROVISIONS RELATING TO TRUSTEE

Notwithstanding anything to the contrary in this Deed of Trust, Trustor and Beneficiary agree as follows.

5.2 Rights and Privileges of Trustee . To the extent that this Deed of Trust requires Trustor to indemnify Beneficiary or reimburse Beneficiary for any expenditures Beneficiary may incur, Trustee shall be entitled to the same indemnity and the same rights to reimbursement of expenses as Beneficiary, subject to such limitations and conditions as would apply in the case of Beneficiary. To the extent that this Deed of Trust negates or limits Beneficiary’s liability as to any matter, Trustee shall be entitled to the same negation or limitation of liability. To the extent that Trustor, pursuant to this Deed of Trust, appoints Beneficiary as Trustor’s attorney in fact for any purpose, Beneficiary or (when so instructed by Beneficiary) Trustee shall be entitled to act on Trustor’s behalf without joinder or confirmation by the other.

5.3 Resignation or Replacement of Trustee . Trustee may resign by an instrument in writing addressed to Beneficiary, and Trustee may be removed at any time with or without cause (i.e., in Beneficiary’s sole and absolute discretion) by an instrument in writing executed by Beneficiary. In case of the death, resignation, removal or disqualification of Trustee or if for any reason Beneficiary shall deem it desirable to appoint a substitute, successor or replacement Trustee to act instead of Trustee originally named (or in place of any substitute, successor or replacement Trustee), then Beneficiary shall have the right and is hereby authorized and empowered to appoint a successor, substitute or replacement Trustee, without any formality other than appointment and designation in writing executed by Beneficiary, which instrument shall be recorded if required by the law of the State. The laws of the State (including, without limitation, the Nevada Gaming Laws) shall govern the qualification of any Trustee. The authority conferred upon Trustee by this Deed of Trust shall automatically extend to any and all other successor, substitute and replacement Trustee(s) successively until the obligations secured hereunder have been paid in full or the Trust Estate has been sold hereunder or released in accordance with the provisions of the Loan Documents to which the Beneficiary is a party or which grants a security for the benefit of the Beneficiary. Beneficiary’s written appointment and designation of any Trustee shall be full evidence of Beneficiary’s right and authority to make the same and of all facts therein recited. No confirmation, authorization, approval or other action by Trustor shall be required in connection with any resignation or other replacement of Trustee.

state banking corporation or national banking association, then such appointment shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the board of directors or any superior officer of Beneficiary.

5.6 Confirmation of Transfe r and Succession . Upon the written request of Beneficiary or of any successor, substitute or replacement Trustee, any former Trustee ceasing to act shall execute and deliver an instrument transferring to such successor, substitute or replacement Trustee all of the right, title, estate and interest in the Trust Estate of Trustee so ceasing to act, together with all the rights, powers, privileges, immunities and duties herein conferred upon Trustee, and shall duly assign, transfer and deliver all properties and moneys held by said Trustee hereunder to said successor, substitute or replacement Trustee.

5.7 Exculpat ion . Trustee shall not be liable for any error of judgment or act done by Trustee in good faith, or otherwise be responsible or accountable under any circumstances whatsoever, except for Trustee’s gross negligence, willful misconduct or knowing violation of any Legal Requirement. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by it hereunder, believed by it in good faith to be genuine. All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law). Trustee shall be under no liability for interest on any moneys received by it hereunder.

5.8 Endorsement and Exec ution of Documents . Upon Beneficiary’s written request, Trustee shall, without liability or notice to Trustor, execute, consent to, or join in any instrument or agreement in connection with or necessary to effectuate the purposes of the Loan Documents to which the Beneficiary is a party or which grants a security interest for the benefit of the Beneficiary. Trustor hereby irrevocably designates Trustee as its attorney in fact to execute, acknowledge and deliver, on Trustor’s behalf and in Trustor’s name, all instruments or agreements necessary to implement any provision(s) of this Deed of Trust or to further perfect the Lien created by this Deed of Trust on the Trust Estate. This power of attorney shall be deemed to be coupled with an interest and shall survive any disability of Trustor.

5.9 Multiple Tr ustees . If Beneficiary appoints multiple trustees, then any Trustee, individually, may exercise all powers granted to Trustee under this instrument, without the need for action by any other Trustee(s).

5.10 Terms of Trus tee’s Acceptance . Trustee accepts the trust created by this Deed of Trust upon the following terms and conditions:

(a) Delegation . Trustee may exercise any of its powers through appointment of attorney(s) in fact or agents.

ARTICLE SIX

MISCELLANEOUS PROVISIONS

6.1 Heirs , Successors and Assigns Included in Parties . Whenever one of the parties hereto is named or referred to herein, successors and assigns of such party shall be included, and subject to the limitations set forth herein and in the Credit Agreement and the Subsidiary Guaranty, all covenants and agreements contained in this Deed of Trust, by or on behalf of Trustor or Beneficiary shall bind and inure to the benefit of its heirs, successors and assigns, whether so expressed or not.

6.2 Addresses for Notices , Etc. Any notice, report, demand or other instrument authorized or required to be given or furnished under this Deed of Trust to Trustor or Beneficiary shall be deemed given or furnished (i) when addressed to the party intended to receive the same, at the address of such party set forth below, and delivered by hand at such address or (ii) three (3) days after the same is deposited in the United States mail as first class certified mail, return receipt requested, postage paid, whether or not the same is actually received by such party:

Beneficiary:	The Bank of Nova Scotia
	580 California Street, 21st Floor
	San Francisco, California 94104

	Attention: Mr. Alan Pendergast
	Telefax: (415) 397-0791

With a copy to:	The Bank of Nova Scotia
	Loan Administration
	600 Peachtree Street, N.E.
	Atlanta, Georgia 30308
	Attention: Robert Ivy
	Telefax: (404) 888-8998

With a copy to:	Latham & Watkins LLP
	600 West Broadway
	San Diego, California 92101-3375
	Attention: Sony Ben-Moshe, Esq.

Trustor:	Lido Casino Resort, LLC
	3355 Las Vegas Boulevard South
	Las Vegas, Nevada 89109
	Attention: General Counsel
	Telefax: (702) 414-4421

With a copy to:	Paul, Weiss, Rifkind, Wharton & Garrison LLP
	1285 Avenue of the Americas
	New York, New York 10019-6064
	Attention: Harris Freidus
	Telefax: (212) 492-0064

Trustee:	First American Title Insurance Company
	180 Cassia Way, Suite 502
	Henderson, Nevada 89104

6.4 Headi ngs . The headings of the articles, sections, paragraphs and subdivisions of this Deed of Trust are for convenience of reference only, are not to be considered a part hereof, and shall not limit or expand or otherwise affect any of the terms hereof.

6.5 Invalid Provisions to Affect No Others . In the event that any of the covenants, agreements, terms or provisions contained herein or in the Notes, the Credit Agreement, the Subsidiary Guaranty or any other Loan Document shall be invalid, illegal or unenforceable in any respect, the validity of the Lien hereof and the remaining covenants, agreements, terms or provisions contained herein or in the Notes, the Credit Agreement, the Subsidiary Guaranty or any other Loan Document shall be in no way affected, prejudiced or disturbed thereby. To the extent permitted by law, Trustor waives any provision of law which renders any provision hereof prohibited or unenforceable in any respect.

6.7 Estoppel Certificates . Within ten (10) Business Days after Beneficiary’s written request, Trustor shall from time to time execute a certificate, in recordable form (an “ Estoppel Certificate ”), stating, except to the extent it would be inaccurate to so state: (a) the current amount of the Obligations secured hereunder and all elements thereof, including principal, interest, and all other elements; (b) that Trustor has no defense, offset, claim, counterclaim, right of recoupment, deduction, or reduction against any of the Obligations secured hereunder; (c) that none of the Loan Documents to which the Beneficiary is a party or which grants a security interest for the benefit of the Beneficiary have been amended, whether orally or in writing; (d) that Trustor has no claims against Beneficiary of any kind; (e) that any Power of Attorney granted to Beneficiary is in full force and effect; and (f) such other matters relating to this Deed of Trust, any Loan Document to which the Beneficiary is a party or which grants a security interest for the benefit of the Beneficiary and the relationship of Trustor and Beneficiary as Beneficiary shall request. In addition, the Estoppel Certificate shall set forth the reasons why it would be inaccurate to make any of the foregoing assurances (“a” through “f”).

6.8 Waiver of Setoff and Counterclaim . All amounts due under this Deed of Trust, the Notes, the Subsidiary Guaranty or any other Loan Document to which the Beneficiary is a party or which grants a security interest for the benefit of the Beneficiary shall be payable without setoff, counterclaim or any deduction whatsoever. Trustor hereby waives the right to assert a counterclaim (other than a compulsory counterclaim) in any action or proceeding brought against it by Beneficiary and/or any Lender under the Credit Agreement, or arising out of or in any way connected with this Deed of Trust, the Subsidiary Guaranty or the other Loan Documents, to which the Beneficiary is a party or which grants a security interest for the benefit of the Beneficiary or the Obligations.

6.9 Governin g Law . The Credit Agreement, the Subsidiary Guaranty and the Notes provide that they are governed by, and construed and enforced in accordance with, the laws of the State of New York. This Deed of Trust shall also be construed under and governed by the laws of the State of New York without giving effect to the conflicts of law rules and principles of New York; provided, however, that (i) the terms and provisions of this Deed of Trust pertaining to the priority, perfection, enforcement or realization by Beneficiary of its respective rights and remedies under this Deed of Trust with respect to the Trust Estate shall be governed and construed and enforced in accordance with the internal laws of the State without giving effect to the conflicts-of-law rules and principles of the State; (ii) Trustor agrees that to the extent deficiency judgments are available under the laws of the State after a foreclosure (judicial or nonjudicial) of the Trust Estate, or any portion thereof, or any other realization thereon by Beneficiary or any Lender under the Credit Agreement or the Subsidiary Guaranty, Beneficiary or such Lender, as the case may be, shall have the right to seek such a deficiency judgment against Trustor in the State; and (iii) Trustor agrees that if Beneficiary or any Lender under the Credit Agreement obtains a deficiency judgment in another state against Trustor, then Beneficiary or such Lender, as the case may be, shall have the right to enforce such judgment in

the State to the extent permitted under the laws of the State, as well as in other states. Nothing contained in this Section 6.9 shall be deemed to expand the limitations set forth in Section 10.16 of the Credit Agreement.

6.10 Reconveya nce . In the event that (i) the Obligations are indefeasibly repaid in full, (ii) any part of the Trust Estate is sold, transferred or otherwise disposed of by Trustor in accordance with the Credit Agreement and the Subsidiary Guaranty or (ii) any part of the Trust Estate is otherwise released in accordance with the Credit Agreement and the Subsidiary Guaranty or with the consent of the Requisite Lenders, the Trust Estate (in the case of clause (i) of this Section 6.10 ) or portion thereof (in the case of clauses (ii) or (iii) of this Section 6.10 ) will be sold, transferred or otherwise disposed of, and released free and clear of the Liens created by this Deed of Trust and the Beneficiary, at the request and expense of the Trustor, will duly and promptly assign, transfer, deliver and release to the Trustor or its designee (without recourse and without any representation or warranty) such of the Trust Estate as is then being (or has been) so sold, transferred or otherwise disposed of or released. In connection with any disposition or release pursuant to this Section 6.10 , Beneficiary shall, at Trustor’s expense, cause Trustee to reconvey, without warranty the Trust Estate or portion thereof being disposed or released, as the case may be, and to execute and deliver to Trustor such documents (including UCC-3 termination statements) as Trustor may reasonably request. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as “the person or persons legally entitled thereto.”

6.11 Attorney s’ Fees . Without limiting any other provision contained herein, Trustor agrees to pay all costs of Beneficiary or Trustee incurred in connection with the enforcement of this Deed of Trust, the Subsidiary Guaranty or the Notes, including without limitation all reasonable attorneys’ fees whether or not suit is commenced, and including, without limitation, fees incurred in connection with any probate, appellate, bankruptcy, deficiency or any other litigation proceedings, all of which sums shall be secured hereby.

6.15 Correcti ons . Trustor shall, upon request of Beneficiary or Trustee, promptly correct any defect, error or omission which may be discovered in the contents of this Deed of Trust (including, but not limited to, in the exhibits and schedules attached hereto) or in the execution or acknowledgement hereof, and shall execute, acknowledge and deliver such further instruments and do such further acts as may be necessary or as may be reasonably requested by Trustee to carry out more effectively the purposes of this Deed of Trust, to subject to the Lien

and security interest hereby created any of Trustor’s properties, rights or interest covered or intended to be covered hereby, and to perfect and maintain such Lien and security interest.

6.17 Subrogat ion . Should the proceeds of any Loan or advance made by Beneficiary to Trustor, repayment of which is hereby secured, or any part thereof, or any amount paid out or advanced by Beneficiary, be used directly or indirectly to pay off, discharge, or satisfy, in whole or in part, any prior or superior Lien or encumbrance upon the Trust Estate, or any part thereof, then, as additional security hereunder, Trustee, on behalf of Beneficiary, shall be subrogated to any and all rights, superior titles, Liens, and equities owned or claimed by any owner or holder of said outstanding Liens, charges, and indebtedness, however remote, regardless of whether said Liens, charges, and indebtedness are acquired by assignment or have been released of record by the holder thereof upon payment.

6.19 Homes tead . Trustor hereby waives and renounces all homestead and exemption rights provided by the constitution and the laws of the United States and of any state, in and to the Trust Estate as against the collection of the Obligations, or any part hereof.

6.20 Conte xt . In this Deed of Trust, whenever the context so requires, the neuter includes the masculine and feminine, and the singular including the plural, and vice versa.

6.21 Tim e . Time is of the essence of each and every term, covenant and condition hereof. Unless otherwise specified herein, any reference to “days” in this Deed of Trust shall be deemed to mean “calendar days.”

6.22 Interpret ation . As used in this Deed of Trust unless the context clearly requires otherwise: The terms “herein” or “hereunder” and similar terms without reference to a particular section shall refer to the entire Deed of Trust and not just to the section in which such terms appear.

6.23 Effect of NRS § 107.030 . To the extent not inconsistent with the other provisions of this Deed of Trust, the following covenants are hereby adopted and made a part of this Deed of Trust: Nos. 1; 2 (pursuant to Section 1.5 above); 3; 4 (at the Default Rate); 5; 6; 7 (in a reasonable percentage); 8 and 9 of NRS 107.030.

6.24 Amen dments . This Deed of Trust cannot be waived, changed, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of any waiver, change, discharge or termination is sought and only as permitted by the provisions of the Credit Agreement and the Subsidiary Guaranty.

6.25 No Conflicts . In the event that any of the provisions contained herein conflict with the Security Agreement, then the provisions contained in the Security Agreement shall prevail.

ARTICLE SEVEN

POWER OF ATTORNEY

7.1.1 Possession and Completion . To take possession of the Site, the Project and the Improvements, remove all employees, contractors and agents of Trustor therefrom, complete or attempt to complete the work of construction, and market, sell or lease the Site, the Project and the Improvements.

7.1.2 Pla ns . To make such additions, changes and corrections in the current Plans and Specifications as may be necessary or desirable, in Beneficiary’s reasonable discretion, or as it deems proper to complete the Project.

7.1.3 Employme nt of Others . To employ such contractors, subcontractors, suppliers, architects, inspectors, consultants, property managers and other agents as Beneficiary, in its discretion, deems proper for the completion of any Improvements, for the protection or clearance of title to the Site, the Project or the Improvements, or for the protection of Beneficiary’s interests with respect thereto.

7.1.4 Security Guards . To employ watchmen to protect the Site, the Project and the Improvements from injury.

7.1.5 Compro mise Claims . To pay, settle or compromise all bills and claims then existing or thereafter arising against Trustor, which Beneficiary, in its discretion, deems proper for the protection or clearance of title to the Site, the Project, the Improvements or Personal Property, or for the protection of Beneficiary’s interests with respect thereto.

7.1.6 Legal Proce edings . To prosecute and defend all actions and proceedings in connection with the Site, the Project or the Improvements.

7.1.7 Other Acts . To execute, acknowledge and deliver all other instruments and documents in the name of Trustor that are necessary or desirable, to exercise Trustor’s rights under all contracts concerning the Site, the Project or the Improvements, including, without limitation, under any Space Leases, and to do all other acts with respect to the Site, the Project or the Improvements that Trustor might do on its own behalf, as Beneficiary, in its reasonable discretion, deems proper.

ARTICLE EIGHT

GUARANTOR PROVISIONS

8.1 Absolute and Unconditional Obligations . Trustor expressly acknowledges that Trustor will benefit as a result of the Loans, that Trustor has received and will receive good and valuable consideration from the Lenders as a result of the Loans to Venetian and LVSI, and that the Lenders would not make the Loans but for, and in reliance upon, this Deed of Trust. Trustor

hereby reaffirms the waivers of the guarantors under Section 2.5 and any other applicable provision of the Subsidiary Guaranty and such waivers are hereby incorporated herein by this reference mutatis mutandis and shall be deemed to be made by Trustor as if such waivers had been expressly set forth herein.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF, Trustor has executed this Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing to be effective as of the day and year first above written.

LIDO CASINO RESORT, LLC ,
a Nevada limited liability company, as Trustor

By:	Lido Intermediate Holding Company, LLC, its managing member
	By:	Venetian Casino Resort, LLC, its sole member
		By:	Las Vegas Sands, Inc., its managing member

			By:	/s/ Harry Miltenberger
				Name:	Harry Miltenberger
				Title:	VP Finance, Secretary Chief Accounting Officer

(Signatures continue on following pages)

[Signature Page to LCR Deed of Trust]

State of Nevada		)
County of Clark		) ss.:

This instrument was acknowledged before me on (date) September 29, 2004 by (persons appearing before notary public) Harry D. Miltenberger.

	BONNIE R. BRUCE
[SEAL]	Notary Public - Nevada
	No. 97-0398-1
	My appt. exp. Jan. 24, 2005
			/s/ Bonnie R. Bruce
			(Signature and office of individual taking acknowledgment)

Notarial Seal

(Notary Acknowledgment)

[LCR Deed of Trust]

Exhibit 10.58

EXECUTION VERSION

APNs 162-16-211-002, 162-16-211-003, 162-16-202-005
Tax Mailing Address:

Lido Casino Resort, LLC
c/o Finance Department
201 East Sands Avenue
Las Vegas, Nevada 89109-2017

Recording Requested By and Recorded
Counterparts Should be Returned to:

Harris Freidus, Esq.
Paul Weiss Rifkind Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064

DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES,
SECURITY AGREEMENT AND FIXTURE FILING

made by

LIDO CASINO RESORT, LLC,
a Nevada limited liability company

as Trustor,

FIRST AMERICAN TITLE INSURANCE COMPANY,
a California corporation,
as Trustee,
for the benefit of

U.S. BANK NATIONAL ASSOCIATION,
in its capacity as the Mortgage Notes Indenture Trustee,

as Beneficiary

THIS INSTRUMENT IS TO BE FILED AND INDEXED IN THE REAL ESTATE RECORDS AND IS ALSO TO BE INDEXED IN THE INDEX OF FINANCING STATEMENTS OF CLARK COUNTY, NEVADA UNDER THE NAME OF LIDO CASINO RESORT, LLC AS “ DEBTOR ” AND U.S. BANK NATIONAL ASSOCIATION AS “ SECURED PARTY. ”

TABLE OF CONTENTS

ARTICLE ONE COVENANTS OF TRUSTOR

1.1	Performance of Financing Agreements
1.2	General Representations, Covenants and Warranties
1.3	Compliance with Legal Requirements
1.4	Impositions
1.5	Insurance.
1.6	Condemnation
1.7	Space Leases
1.8	Authorization by Trustor
1.9	Security Agreement and Financing Statements
1.10	Assignment of Rents and Leases
1.11	Beneficiary’s Cure of Trustor’s Default
1.12	Use of Land
1.13	Affiliates and Restricted Subsidiaries

ARTICLE TWO CORPORATE LOAN PROVISIONS 21

2.1	Interaction with Indenture and Subsidiary Guaranty
2.2	Other Collateral
2.3	Subordination to Bank Fee Deed of Trust

ARTICLE THREE DEFAULTS 22

3.1	Event of Default

ARTICLE FOUR REMEDIES 23

4.1	Acceleration of Maturity
4.2	Protective Advances
4.3	Institution of Equity Proceedings
4.4	Beneficiary’s Power of Enforcement
4.5	Beneficiary’s Right to Enter and Take Possession, Operate and Apply Income
4.6	Leases
4.7	Purchase by Beneficiary
4.8	Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws
4.9	Receiver
4.10	Suits to Protect the Trust Estate
4.11	Proofs of Claim
4.12	Trustor to Pay the Notes on Any Default in Payment; Application of Monies by Beneficiary

4.13	Delay or Omission; No Waiver
4.14	No Waiver of One Default to Affect Another
4.15	Discontinuance of Proceedings; Position of Parties Restored
4.16	Remedies Cumulative
4.17	Interest After Event of Default
4.18	Foreclosure; Expenses of Litigation
4.19	Deficiency Judgments
4.20	Waiver of July Trial
4.21	Exculpation of Beneficiary

ARTICLE FIVE RIGHTS AND RESPONSIBILITIES OF TRUSTEE; OTHER PROVISIONS RELATING TO TRUSTEE

5.1	Exercise of Remedies by Trustee
5.2	Rights and Privileges of Trustee
5.3	Resignation or Replacement of Trustee
5.4	Authority of Beneficiary
5.5	Effect of Appointment of Successor Trustee
5.6	Confirmation of Transfer and Succession
5.7	Exculpation
5.8	Endorsement and Execution of Documents
5.9	Multiple Trustees
5.10	Terms of Trustee’s Acceptance

ARTICLE SIX MISCELLANEOUS PROVISIONS

6.1	Heirs, Successors and Assigns Included in Parties
6.2	Addresses for Notices, Etc
6.3	Change of Notice Address
6.4	Headings
6.5	Invalid Provisions to Affect No Others
6.6	Changes and Priority Over Intervening Liens
6.7	Estoppel Certificates
6.8	Waiver of Setoff and Counterclaim
6.9	Governing Law
6.10	Reconveyance
6.11	Attorneys’ Fees
6.12	Late Charges
6.13	Cost of Accounting
6.14	Right of Entry
6.15	Corrections
6.16	Statute of Limitations
6.17	Subrogation
6.18	Joint and Several Liability
6.19	Homestead
6.20	Context
6.21	Time

6.22	Interpretation
6.23	Effect of NRS § 107.030
6.24	Amendments
6.25	No Conflicts

ARTICLE SEVEN POWER OF ATTORNEY

7.1	Grant of Power


EXHIBIT A		DESCRIPTION OF LAND (HOTEL/CASINO, CONGRESS AND VAGABOND)

iii

DEED OF TRUST, LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING

THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING (hereinafter called “ Deed of Trust ”) is made and effective as of September 30, 2004, by LIDO CASINO RESORT, LLC, a Nevada limited liability company together with all successors and assigns of the Trust Estate (as hereinafter defined), “ Trustor ”), whose address is 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109, Attention: General Counsel, to FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, whose address is 180 Cassia Way, Suite 502, Henderson, Nevada 89104, Attention: Julie Skinner, as Trustee (“ Trustee ”), for the benefit of U.S. BANK NATIONAL ASSOCIATION (“ Beneficiary ”), in its capacity as the Mortgage Notes Indenture Trustee under that certain Indenture, dated as of June 4, 2002, among Las Vegas Sands, Inc. (“ LVSI ”), Venetian Casino Resort, LLC (“ Venetian ”), Beneficiary and the other parties signatory thereto (as the same may be further amended, supplemented, amended and restated, increased or otherwise modified from time to time, the “ Mortgage Notes Indenture ”) and pertaining to the 11.00% Mortgage Notes due 2010 issued by Trustor in the aggregate principal amount of $850,000,000.

DEFINITIONS — As used in this Deed of Trust, the following terms have the meanings hereinafter set forth:

“ Accounts Receivable ” shall have the meaning set forth in Section 9-102 (NRS 104.9102) of the UCC for the term “ account .”

“ Appurtenant Rights ” means all singular tenements, hereditaments, rights, reversions, remainders, development rights, privileges, benefits, Easements, rights of way, gores or strips of land, streets, ways, alleys, passages, sewer rights, water courses, water rights and powers, and all appurtenances whatsoever and claims or demands of Trustor at law or in equity in any way belonging, benefiting, relating or appertaining to the Site, the air space over the Site, the Project and the Improvements or any of the Trust Estate encumbered by this Deed of Trust, or which hereinafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Trustor, whether or not the same are of record.

“ Bank Credit Agreement ” means that certain Credit Agreement, dated as of August 20, 2004, among LVSI, Venetian, The Bank of Nova Scotia, a Canadian chartered bank (“ Scotiabank ”), Goldman Sachs Credit Partners L.P., as syndication agent, sole lead arranger and sole bookrunner and the lenders party thereto, together with all related agreements, instruments and documents executed or delivered pursuant thereto at any time (including, without limitation, all notes, mortgages, guarantees, security agreements and all other collateral and security documents), in each case as such agreements, instruments and documents may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including, without limitation, any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the aggregate principal amount that may be

borrowed thereunder but only to the extent permitted by the terms of the Mortgage Notes Indenture) all or any portion of the Indebtedness and other obligations under such agreement or agreements or any successor or replacement agreement or agreements, and whether by the same or any other agent, lender or group of lenders.

“ Bankruptcy ” means, with respect to any Person that: (i) a court having jurisdiction in the Trust Estate shall have entered a decree or order for relief in respect of such Person in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order has not been stayed; or any other similar relief shall have been granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against such Person, under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the Trust Estate for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over such Person, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of such Person, for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of such Person, and any such event described in this clause (ii) shall continue for 60 days without being dismissed, bonded or discharged; or (iii) such Person shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or such Person shall make any assignment for the benefit of creditors or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due and payable and a period of thirty (30) days shall have elapsed; or (iv) such Person shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due and a period of 30 days shall have elapsed; or the Board of Directors of such Person (or any committee thereof) or the managing member of such Person shall, adopt any resolution or otherwise authorize any action to approve any of the actions referred to in clause (iii) above or this clause (iv).

“ Bankruptcy Code ” means Title 11 of the United States Code entitled “ Bankruptcy ” as now and hereafter in effect, or any successor statute.

those easements and licenses which benefit any of the foregoing and are described in the Cooperation Agreement or each title insurance policy issued by the Title Insurer with regard to the Site.

“ Event of Default ” has the meaning set forth in Section 3.1 hereof.

“ FF&E ” means all furniture, fixtures, equipment, appurtenances and personal property now or in the future contained in, used in connection with, attached to, or otherwise useful or convenient to the use, operation, or occupancy of, or placed on, but unattached to, any part of the Site, the Project or the Improvements whether or not the same constitutes real property or fixtures in the State of Nevada, including all removable window and floor coverings, all furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating, cleaning equipment, all elevators, escalators and elevator and escalator plants, cooking facilities, vacuum cleaning systems, public address and communications systems, switchboards, security and surveillance equipment and devices, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings, fixtures, and building materials, all exercise equipment, all gaming and financial equipment, computer equipment, calculators, adding machines, gaming tables, video game and slot machines, and any other electronic equipment of every nature used or located on any part of the Site, the Project or the Improvements, together with all venetian blinds, shades, draperies, drapery and curtain rods, brackets, bulbs, cleaning apparatus, mirrors, lamps, ornaments, cooking apparatus and equipment, china, flatware, dishes, utensils, glassware, ranges and ovens, garbage disposals, dishwashers, mantels, and any and all such property which is at any time installed in, affixed to or placed upon the Site, the Project or the Improvements.

“ FF&E Facility ” shall have the definition given to such term in the Bank Credit Facility.

“ Governmental Instrumentality ” shall have the definition given to such term in the Bank Credit Facility.

“ Improvements ” means (1) all the buildings, structures, facilities and improvements of every nature whatsoever now or hereafter situated on the Site or the

Project, and (2) all fixtures, machinery, appliances, goods, building or other materials, equipment, including, without limitation, all gaming equipment and devices, and all machinery, equipment, engines, appliances and fixtures for generating or distributing air, water, heat, electricity, light, fuel or refrigeration, or for ventilating or sanitary purposes, or for the exclusion of vermin or insects, or for the removal of dust, refuse or garbage; all wall beds, wall safes, built in furniture and installations, shelving, lockers, partitions, doorstops, vaults, motors, elevators, dumb waiters, awnings, window shades, venetian blinds, light fixtures, fire hoses and brackets and boxes for the same, fire sprinklers, alarm, surveillance and security systems, computers, drapes, drapery rods and brackets, mirrors, mantels, screens, linoleum, carpets and carpeting, plumbing, bathtubs, sinks, basins, pipes, faucets, water closets, laundry equipment, washers, dryers, ice boxes and heating units; all kitchen and restaurant equipment, including, but not limited to, silverware, dishes, menus, cooking utensils, stoves, refrigerators, ovens, ranges, dishwashers, disposals, water heaters, incinerators, furniture, fixtures and furnishings, communication systems, and equipment; all cocktail lounge supplies, including but not limited to bars, glassware, bottles and tables used in connection with the Site, the Project and the Improvements; all chaise lounges, hot tubs, swimming pool heaters and equipment and all other recreational equipment (computerized and otherwise), beauty and barber equipment, and maintenance supplies used in connection with the Site, the Project and Improvements; all amusement rides and attractions attached to the Site, the Project and the Improvements, all specifically designed installations and furnishings, and all furniture, furnishings and personal property of every nature whatsoever now or hereafter owned or leased by Trustor or in which Trustor has any rights or interest and located in or on, or attached to, or used or intended to be used or which are now or may hereafter be appropriated for use on or in connection with the operation of the Site, the Project or the Improvements or any personal property encumbered hereby or any other Improvements, or in connection with any construction being conducted or which may be conducted thereon, and all extensions, additions, accessions, improvements, betterments, renewals, substitutions, and replacements to any of the foregoing, and all of the right, title and interest of Trustor in and to any such property, which, to the fullest extent permitted by Legal Requirements, shall be conclusively deemed fixtures and improvements and a part of the Trust Estate hereby encumbered.

“ Intangible Collateral ” means (a) the rights to use all names and all derivations thereof now or hereafter used by Trustor in connection with the Site, the Project or the Improvements, including, without limitation, the names “Lido” and “Palazzo , ” including any variations thereon, together with the goodwill associated therewith, and all names, logos, and designs used by Trustor, or in connection with the Site, the Project or the Improvements or in which Trustor has rights, with the exclusive right to use such names, logos and designs wherever they are now or hereafter used in connection with the Site, the Project or the Improvements (or in connection with the marketing of the thereof together with the “SECC Land” (as defined in the Cooperation Agreement) in accordance with the terms of the Cooperation Agreement), and any and all other trade names, trademarks or service marks, whether or not registered, now or hereafter used in the operation of the Site, the Project or the Improvements, including, without limitation, any interest as a lessee, licensee or franchisee, and, in each case, together with the goodwill associated therewith; (b) subject to the absolute assignment contained herein, the Rents; (c) any and all books, records, customer lists, concession agreements, supply or service contracts, licenses, permits, approvals by Governmental Instrumentalities (to the extent Legal Requirements permit or do not expressly prohibit the pledge of such licenses, permits and approvals), signs, goodwill, casino and hotel credit and charge records, supplier lists, checking accounts, safe deposit boxes (excluding the contents of such deposit boxes owned by Persons other than Trustor), cash, instruments, chattel papers, including inter company notes and pledges, documents, unearned premiums, deposits, refunds, including but not limited to income tax refunds, prepaid expenses, rebates, tax and insurance escrow and impound accounts, if any, actions and rights in action, and all other claims, including without limitation condemnation awards and insurance proceeds, and all other contract rights and general intangibles resulting from or used in connection with the operation and occupancy of the Trust Estate and the Project and in which Trustor now or hereafter has rights; and (d) general intangibles, vacation license resort agreements or other time share license or right to use agreements, including without limitation all rents, issues, profits, income and maintenance fees resulting therefrom, whether any of the foregoing is now owned or hereafter acquired.

“ Intercreditor Agreement ” means the Amended and Restated Intercreditor Agreement, dated as of August 20, 2004, among the Scotiabank, Scotia Capital and the Mortgage Notes Indenture Trustee.

“ Legal Requirements ” means all laws, statutes, orders, decrees, injunctions, licenses, permits, approvals, agreements and regulations of any Governmental Instrumentality having jurisdiction over the matter in question.

“ NRS ” means the Nevada Revised Statutes as in effect from time to time.

“ Nevada Gaming Authorities ” shall mean, collectively, the Nevada Gaming Commission, the Nevada State Gaming Control Board, and the Clark County Liquor and Gaming Licensing Board.

“ Nevada Gaming Laws ” means the Nevada Gaming Control Act, as modified in Chapter 463 of the Nevada Revised Statutes, as amended from time to time, and the regulations of the Nevada Gaming Commission promulgated thereunder, as amended from time to time.

“ Notes ” means, collectively, those certain 11.00% Mortgage Note(s) due 2010 issued pursuant to the Mortgage Notes Indenture, as the same may be amended or replaced from time to time in accordance with its terms.

“ Obligations ” means the payment and performance of each covenant and agreement of Trustor contained in the Notes, the Mortgage Notes Indenture, this Deed of Trust and the other Mortgage Notes Indenture Security Documents.

“ Person ” means natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and governments (whether federal, state or local, domestic or foreign, and including political subdivisions thereof) and agencies or other administrative or regulatory bodies thereof.

“ Personal Property ” has the meaning set forth in Section 1.12 .

“ Proceeds ” has the meaning assigned to it under the UCC and, in any event, shall include, but not be limited to: (i) any and all proceeds of any insurance (including without limitation property casualty and title insurance), indemnity, warranty or guaranty payable from time to time with respect to all or a portion of the Trust Estate; (ii) any and all proceeds in the form of accounts, security deposits, tax escrows (if any), down payments (to the extent Legal Requirements permit the same may to be pledged), collections, contract rights, documents, instruments, chattel paper, Liens and security instruments, guarantees or general intangibles relating in whole or in part to the Site, the Project or the Improvements and all rights and remedies of whatever kind or nature Trustor or its Restricted Subsidiaries may hold or acquire for the purpose of securing or enforcing any obligation due Trustor or then Restricted Subsidiaries thereunder; (iii) any and all payments in any form whatsoever made or due and payable from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Trust Estate by any Governmental Instrumentality; (iv) subject to the absolute assignment contained herein, the Rents or other benefits arising out of, in connection with or pursuant to any Space Lease of the Trust Estate; and (v) any and all other amounts from time to time paid or payable in connection with any of the Trust Estate; provided, however, that neither the Trustor nor its Restricted Subsidiaries is authorized to sell, transfer, convey, mortgage, pledge, grant rights in or otherwise dispose of any of the Trust Estate unless permitted under the Credit Agreement and the Subsidiary Guaranty.

“ Resort Complex Operative Documents ” shall have the definition given to such term in the Bank Credit Facility.

“ Restricted Subsidiary ” means each Subsidiary of LVSI (other than Venetian) that is not an Excluded Subsidiary (as defined in the Bank Credit Agreement).

“ Site ” means the Land and the Easements.

“ Space Leases ” means any and all leases, subleases, lettings, licenses, concessions, operating agreements, management agreements, and all other agreements affecting all or a portion of the Trust Estate, that Trustor or any of its Restricted Subsidiaries has entered into, taken by assignment, taken subject to, or assumed, or has otherwise become bound by, now or in the future, that give any Person the right to conduct its business on, or otherwise use, operate or occupy, all or any portion of the Site, the Project or the Improvements including, without limitation, the right to use or occupy space for kiosk(s) or vendor cart(s), and all rights of Trustor or any Restricted Subsidiary (if any) thereto or therefrom and any leases, agreements or arrangements permitting anyone to enter upon or use all or any portion of the Trust Estate to extract or remove natural resources of any kind, together with all amendments, extensions, and renewals of the foregoing entered into in compliance with the Mortgage Notes Indenture, together with all rental, occupancy, service, maintenance or any other similar agreements pertaining to use or occupation of, or the rendering of services at the Site, the Project, the Improvements or any part thereof.

“ State ” means the State of Nevada.

Improvements on the Site or the Project including but not limited to communication systems, visual and electronic surveillance systems and transportation system and not constituting a part of the real property subject to the Lien of this Deed of Trust and including all property and materials stored therein in which Trustor or any Restricted Subsidiary has an interest and all tools, utensils, food and beverage, liquor, uniforms, linens, housekeeping and maintenance supplies, vehicles, fuel, advertising and promotional material, blueprints, surveys, plans and other documents relating to the Site, the Project or the Improvements, and all construction materials and all furnishings, fixtures and equipment, including, but not limited to, all FF&E and all equipment and devices which are or are to be installed and used in connection with the operation of the Site, the Project or the Improvements those items of furniture, fixtures and equipment which are to be purchased or leased by Trustor or its Restricted Subsidiaries, machinery and any other items of personal property in which Trustor or its Restricted Subsidiaries now or hereafter own or acquire an interest or right and which are used or useful in the construction, operation, use and occupancy of the Site, the Project or the Improvements and all present and future right and interest of Trustor or its Restricted Subsidiaries in and to any casino operator’s agreement (to the extent same may be pledged under Nevada Gaming Laws), license agreement or sublease agreement used in connection with the Site, the Project or the Improvements.

“ Title Insurer ” means First American Title Insurance Company, a California corporation, or an Affiliate thereof.

“ Trust Estate ” means all of the property described in Granting Clauses (A) through (N) below, inclusive, and each item of property therein described, provided, however, that such term shall not include the property described in Granting Clause (O) below.

“ UCC ” means the Uniform Commercial Code in effect in the State from time to time, NRS chapters 104 and 104A.

The following terms shall have the meaning assigned to such terms in the Mortgage Notes Indenture:

Affiliate

Asset Sale

Bankruptcy Law

Business Day

Cooperation Agreement

Gaming License

Lien

Net Loss Proceeds

Note Guarantor

Permitted Liens

Restricted Subsidiary

Subsidiary

The following terms shall have the meaning assigned to such terms in the Intercreditor Agreement:

Financing Agreements

Indebtedness

Mortgage Note Holder(s)

Mortgage Notes Indenture Security Documents

Security Agreement

Security Documents

In addition, any capitalized terms used in this Deed of Trust which are not otherwise defined herein shall have the meaning ascribed to such terms in the Mortgage Notes Indenture.

W I T N E S S E T H :

IN CONSIDERATION OF TEN DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, AND FOR THE PURPOSE OF SECURING in favor of Beneficiary (1) the due and punctual payment of the indebtedness evidenced by the Notes; (2) the performance of the Obligations and of each covenant and agreement of Trustor and the Restricted Subsidiaries contained in the Mortgage Notes Indenture, herein and in the other Mortgage Notes Indenture Security Documents; (3) the payment of such additional loans or advances as hereafter may be made to either Trustor (individually or jointly and severally with any other Person), its successors or assigns or any Restricted Subsidiary, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust; provided , however , that any and all future advances by Beneficiary or the Mortgage Note Holders to either Trustor or any of its Restricted Subsidiaries made for the improvement, protection or preservation of the Trust Estate, together with interest at the rate applicable to overdue principal set forth in Section 4.01 of the Mortgage Notes Indenture, shall be automatically secured hereby unless such a note or instrument evidencing such advances specifically recites that it is not intended to be secured hereby and (4) the payment of all sums expended or advanced by Beneficiary under or pursuant to the terms hereof or to protect the security hereof (including Protective Advances as such term is defined in Section 4.2 hereof), together with interest thereon as herein provided, Trustor, in consideration of the premises, and for the purposes aforesaid, does hereby ASSIGN, BARGAIN, CONVEY, PLEDGE, RELEASE, HYPOTHECATE, WARRANT, AND TRANSFER WITH POWER OF SALE UNTO TRUSTEE IN TRUST FOR THE BENEFIT OF BENEFICIARY AND THE MORTGAGE NOTES HOLDER(S) each of the following:

(A) Trustor’s interest in the Site (to the extent permitted by, or not prohibited by, the Nevada Gaming Laws and other applicable law);

(B) TOGETHER WITH all the estate, right, title and interest of Trustor of, in and to the Project and the Improvements;

(F) TOGETHER WITH (i) all the estate, right, title and interest of Trustor of, in and to all judgments and decrees, insurance proceeds, awards of damages and settlements hereafter made resulting from condemnation proceedings or the taking of any of the property described in Granting Clauses (A), (B), (C), (D), (E), (J), (K), and (L) hereof or any part thereof under the power of eminent domain, or for any damage (whether caused by such taking or otherwise) to the property described in Granting Clauses (A), (B), (C), (D), (E), (J), (K), and (L) hereof or any part thereof, or to any Appurtenant Rights thereto, and Beneficiary is hereby authorized to collect and receive said awards and proceeds and to give proper receipts and acquittance therefor, and (subject to the terms of the Mortgage Notes Indenture) to apply the same to the extent constituting Net Loss Proceeds toward the payment of the Obligations and other sums secured hereby, notwithstanding the fact that the amount owing thereon may not then be due and payable; (ii) all proceeds of any sales or other dispositions of the property or rights described in Granting Clauses (A), (B), (C), (D), (E), (J), (K), and (L) hereof or any part thereof whether voluntary or involuntary, provided , however , that the foregoing shall not be deemed to permit Asset Sales except as specifically permitted in the Mortgage Notes Indenture; and (iii) whether arising from any voluntary or involuntary disposition of the Collateral described in Granting Clauses (A), (B), (C), (D), (E), (J), (K), and (L), all Proceeds, products, replacements, additions, substitutions, renewals and accessions, remainders, reversions and after acquired interest in, of and to such property;

or realize upon any guaranty of any Space Lease; to terminate, modify, or amend the Space Leases; to obtain possession of, use, or occupy, any of the real or personal property subject to the Space Leases; and to enforce or exercise, whether at law or in equity or by any other means, all provisions of the Space Leases and all obligations of the tenants thereunder based upon (A) any breach by such tenant under the applicable Space Lease (including any claim that Trustor may have by reason of a termination, rejection, or disaffirmance of such Space Lease pursuant to the Bankruptcy Code) and (B) the use and occupancy of the premises demised, whether or not pursuant to the applicable Space Lease (including any claim for use and occupancy arising under landlord tenant law of the State or the Bankruptcy Code). A revocable license is hereby granted to Trustor, so long as no Event of Default has occurred and is continuing hereunder, to collect and use the Rents, as they become due and payable, but not more than one (1) month in advance thereof. Upon the occurrence of an Event of Default, the permission hereby granted to Trustor to collect the Rents shall automatically be revoked without notice until such time as such Event of Default is cured and such cure is accepted by the Beneficiary; provided, however, to the extent that the holders of a majority in aggregate principal amount of the then outstanding Notes rescind and annul an acceleration of the Obligations in accordance with and as permitted by Section 6.02 of the Mortgage Note Indenture, such revocable license shall be reinstated. Beneficiary shall have the right, at any time and from time to time, to notify any Space Lessee of the rights of Beneficiary as provided by this Section (G);

Notwithstanding anything to the contrary contained herein, the foregoing provisions of this Granting Clause (G) shall not constitute an assignment for purposes of security but shall to the extent permitted by, or not prohibited by, the Nevada Gaming Laws and other applicable law constitute an absolute and present assignment of the Rents to Beneficiary, subject, however, to the conditional license given to Trustor to collect and use the Rents as hereinabove provided; and the existence or exercise of such right of Trustor shall not operate to subordinate this assignment to any subsequent assignment, in whole or in part, by Trustor;

(I) TOGETHER WITH, to the extent permitted by, or not prohibited by, the Nevada Gaming Laws and other applicable Legal Requirements, all the estate,

right, title and interest of Trustor of, in and to any and all licenses, permits, variances, special permits, franchises, certificates, rulings, certifications, validations, exemptions, filings, registrations, authorizations, consents, approvals, waivers, orders, rights and agreements (including, without limitation, options, option rights, contract rights now or hereafter obtained by Trustor from any Governmental Instrumentality having or claiming jurisdiction over the Site, the Project, the Improvements or any other element of the Trust Estate or providing access thereto, or the operation of any business on, at or from the Site, the Project or the Improvements including, without limitation, any liquor or Gaming Licenses, (except for any registrations, licenses, findings of suitability or approvals issued by the Nevada Gaming Authorities or any other liquor or gaming licenses which are non assignable); provided, that upon an Event of Default hereunder or under the Mortgage Note Indenture, if Beneficiary is not qualified under the Nevada Gaming Laws to hold such Gaming Licenses, then Beneficiary may designate an appropriately qualified third party to which an assignment of such Gaming Licenses can be made in compliance with the Nevada Gaming Laws;

(J) TOGETHER WITH all the estate, right, title and interest of Trustor of, in and to all water stock, water permits and other water rights relating to the Site, the Project or the Improvements;

(L) TOGETHER WITH any and all monies and other property, real or personal, which may from time to time be subjected to the Lien hereof by Trustor or by anyone on its behalf or with its consent, or which may come into the possession or be subject to the control of Trustee or Beneficiary pursuant to this Deed of Trust or any other Mortgage Notes Indenture Security Document granting a security interest to the Beneficiary, including, without limitation, any Protective Advances under this Deed of Trust; and all of Trustor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes for and replacements of, and all additions, accessions and appurtenances to, any of the foregoing that Trustor may subsequently acquire or obtain by any means, or construct, assemble or otherwise place on any of the Trust Estate, and all conversions of any of the foregoing; it being the intention of Trustor that all property hereafter acquired by Trustor and required by this Deed of Trust or any other Mortgage Notes Indenture Security Document granting a security interest to the Beneficiary to be subject to the Lien of this Deed of Trust or intended so to be shall forthwith upon the acquisition thereof by Trustor be subject to the Lien of this Deed of Trust as if such property were now owned by Trustor and were specifically described in this Deed of Trust and granted hereby or pursuant hereto, and Trustee and Beneficiary are hereby authorized, subject to applicable Legal Requirements, to receive any and all such property as and for additional security for the obligations secured or intended to be secured hereby. Trustor agrees to take any action as may reasonably be necessary to evidence and perfect such Liens or security interests, including, without limitation, the

execution of any documents necessary to evidence and perfect such Liens or security interests;

(M) TOGETHER WITH, to the extent permitted by applicable Legal Requirements, any and all Accounts Receivable and all royalties, earnings, Income, proceeds, products, Rents, revenues, reversions, remainders, issues, profits, avails, production payments, and other benefits directly or indirectly derived or otherwise arising from any of the foregoing, all of which are hereby assigned to Beneficiary, who, except as otherwise expressly provided in this Deed of Trust (including the provisions of Section 1.10 hereof), is authorized to collect and receive the same, to give receipts and acquittances therefor and to apply the same to the Obligations secured hereunder, whether or not then due and payable;

(N) TOGETHER WITH Proceeds of the foregoing property described in Granting Clauses (A) through (M);

(P) EXPRESSLY EXCLUDING, HOWEVER, (i) Specified FF&E, (ii) any assets which if pledged, hypothecated or given as collateral security would require Trustor to seek approval of any Nevada Gaming Authority of the pledge, hypothecation or collateralization, or require the Beneficiary or any Person to be licensed, qualified or found suitable by an applicable Nevada Gaming Authority, (iii) any contracts, contract rights, permits or general intangibles, which by their terms or the operation of law prohibit or do not allow assignment or require any consent for assignment which has not been obtained or which would be breached by virtue of a security interest being granted therein and (iv) any property or assets subject to a Lien permitted under clauses (2), (3) or (12)(a) of the definition of Permitted Liens contained in the Mortgage Notes Indenture.

Trustor agrees to comply with the following covenants to the Mortgage Note Holder(s) pursuant to Trustor’s obligation under the Mortgage Notes Indenture, all such covenants agreed to by Trustor:

1.1 Performance of Financing Agreements . Trustor shall perform, observe and comply and shall cause each Note Guarantor to perform, observe and comply with each and every provision hereof and of the other Mortgage Notes Indenture Security Documents and shall promptly pay, when payment shall become due, the principal on the Notes with interest thereon, the other Obligations and all other sums required to be paid by Trustor hereunder and thereunder, as the case may be.

1.2 General Representations , Covenants and Warranties . Trustor represents, covenants and warrants that: (a) Trustor has good and marketable title to an indefeasible fee estate in the Site, free and clear of all Liens except Permitted Liens, and that it has the right to hold, occupy and enjoy its interest in the Trust Estate, and has good right, full power and lawful authority to subject the Trust Estate to the Lien of this Deed of Trust and pledge the same as provided herein and Beneficiary may at all times peaceably and quietly enter upon, hold, occupy and enjoy the entire Trust Estate in accordance with the terms hereof; (b) neither Trustor nor any of its Subsidiaries is Insolvent and no bankruptcy or insolvency proceedings are pending or contemplated by or, to the best of Trustor’s knowledge, threatened against Trustor nor any of its Subsidiaries; (c) all costs arising from construction of any Improvements, the performance of any labor and the purchase of all Tangible Collateral and the Improvements have been or shall be paid when due (subject to the provisions of the Mortgage Notes Indenture and this Deed of Trust); (d) the Site has frontage on, and direct access for ingress and egress to dedicated street(s); (e) Trustor shall at all times conduct and operate the Trust Estate in a manner so as not to lose, or permit any Restricted Subsidiary to lose the right to conduct gaming activities at the Project; (f) no material part of the Trust Estate has been damaged, destroyed, condemned or abandoned, other than those portions of the Trust Estate that have been the subject of condemnation proceedings that have resulted in the conveyance of such portion of the Trust Estate to the Trustor; (g) no part of the Trust Estate is the subject of condemnation proceedings and Trustor has no knowledge of any contemplated or pending condemnation proceeding with respect to any portion of the Trust Estate other than condemnation proceedings set forth in Exhibit D ; and (h) Trustor acknowledges and agrees that it presently uses, and has in the past used, certain trade or fictitious names in connection with the operation of the business at the Trust Estate, including the names “Lido,” and “Palazzo” (all of the foregoing, collectively, the “ Enumerated Names ”). For all purposes of this Deed of Trust it shall be deemed that the term “Trustor” includes, in addition to “Lido Casino Resort, LLC” all trade or fictitious, names that Trustor (or any successor or assign thereof) now or hereafter uses, or has in the past used with respect to the Site, the Project or the

Improvements without limitation, with the same force and effect as if this Deed of Trust had been executed in all such names (in addition to “Lido Casino Resort, LLC”).

1.4 Impositio ns . Except as otherwise permitted by Section 4.05 of the Mortgage Notes Indenture, (a) Trustor shall pay all Impositions as they become due and payable and shall deliver to Beneficiary promptly upon Beneficiary’s request, evidence satisfactory to Beneficiary that the Impositions have been paid or are not delinquent; (b) Trustor shall not suffer to exist, permit or initiate the joint assessment of the real and personal property, or any other procedure whereby the Lien of Impositions and the Lien of the personal property taxes shall be assessed, levied or charged to the Site, the Project and the Improvements as a single Lien, except as may be required by Legal Requirements; and (c) in the event of the passage of any law deducting from the value of real property for the purposes of taxation any Lien thereon, or changing in any way the taxation of deeds of trust or obligations secured thereby for state or local purposes, or the manner of collecting such Impositions or taxes and imposing an Imposition or tax, either directly or indirectly, on this Deed of Trust or the Notes, Trustor shall pay all such Impositions and taxes and all payments required with respect to Impositions and taxes pursuant to the terms of the Cooperation Agreement (including, without limitation, Article VI thereof).

1.5 Insura nce.

(a) Insurance Requirements and Proceeds .

the Bank Credit Agreement, if applicable. All Proceeds of insurance allocable to Trustor, as owner of the Site, the Project and the Improvements and attributable to business interruption insurance shall be collected, held, handled and disbursed in accordance with Section 6.4 of the Bank Credit Agreement, if applicable, or otherwise in accordance with Articles X and XI of the Cooperation Agreement. All Net Loss Proceeds shall be applied by Trustor in accordance with Section 2.4B(iii)(b) of the Bank Credit Agreement, or if the indebtedness under the Bank Credit Agreement has been fully paid off, in accordance with Section 4.11 of the Mortgage Notes Indenture.

(b) Compliance with Insurance Policies . Trustor shall not violate or permit to be violated any of the conditions or provisions of any policy of insurance required by the Mortgage Notes Indenture, the Cooperation Agreement or this Deed of Trust and Trustor shall so perform and satisfy the requirements of the companies writing such policies that, at all times, companies of good standing shall be willing to write and/or continue such insurance. Trustor further covenants to promptly send to Beneficiary all notices relating to any violation of such policies or otherwise affecting Trustor’s insurance coverage or ability to obtain and maintain such insurance coverage.

1.6 Condemn ation . Beneficiary is hereby authorized, at its option, to commence, appear in and prosecute in its own or Trustor’s name any action or proceeding relating to any condemnation and, subject to Article XII of the Cooperation Agreement, to settle or compromise any claim in connection therewith, and Trustor hereby appoints Beneficiary as its attorney in fact to take any action in Trustor’s name pursuant to Beneficiary’s rights hereunder. Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Trust Estate, or any portion thereof, Trustor shall notify the Trustee and Beneficiary of the pendency of such proceedings. Trustor from time to time shall execute and deliver to Beneficiary all instruments requested by it to permit such participation; provided, however, that such instruments shall be deemed as supplemental to the foregoing grant of permission to Trustee and Beneficiary, and unless otherwise required, the foregoing permission shall, without more, be deemed sufficient to permit Trustee and/or Beneficiary to participate in such proceedings on behalf of Trustor. All such compensation awards, damages, claims, rights of action and Proceeds, and any other payments or relief, and the right thereto, whether paid to Beneficiary or Trustor, are included in the Trust Estate. Beneficiary, after deducting therefrom all its expenses, including reasonable attorneys fees, shall apply all Proceeds paid directly to it in accordance with the provisions of Section 4.11 of the Mortgage Notes Indenture. All such Proceeds paid directly to the Trustor shall be applied by Trustor in accordance with Article XII of the Cooperation Agreement and Section 2.4B(iii)(b) of the Credit Agreement. Trustor hereby waives any rights it may have under NRS 37.115, as amended or recodified from time to time.

1.7 Space L eases .

1.8 Authorizatio n by Trustor .

Trustor agrees that in the event the ownership of the Trust Estate or any part thereof becomes vested in a person other than Trustor, Beneficiary may, without notice to Trustor, deal in any way with such successor or successors in interest with reference to this Deed of Trust, the Notes and other Obligations hereby secured without in any way vitiating or discharging Trustor’s or any guarantor’s, surety’s or endorser’s liability hereunder or upon the Obligations hereby secured. No sale of the Trust Estate and no forbearance to any person with respect to this Deed of Trust and no extension to any person of the time for payment of the Notes, and other sums hereby secured given by Beneficiary shall operate to release, discharge, modify, change or affect the original liability of Trustor, or such guarantor, surety or endorser either in whole or in part.

interests in Specified FF&E to the providers of Indebtedness which may be incurred under said Section to the extent that such Indebtedness is permitted to be secured pursuant to Section 4.11 of the Mortgage Notes Indenture pursuant to clauses (2), (3) or (12) of the definition of Permitted Liens), the Improvements, all other personal property now or hereafter owned or leased by Trustor or in which Trustor has or will have any interest, to the extent that such property constitutes a part of the Trust Estate (whether or not such items are stored on the Site, the Project, the Improvements or elsewhere), Proceeds of the foregoing comprising a portion of the Trust Estate and all proceeds of insurance policies and consideration awards arising therefrom and all proceeds, products, substitutions, and accessions therefor and thereto, subject to Beneficiary’s rights to treat such property as real property as herein provided (collectively, the “ Personal Property ”). Trustor shall execute any and all documents and writings, including, without limitation, financing statements pursuant to the UCC, as may be necessary or prudent to preserve and maintain the priority of the security interest granted hereby on property which may be deemed subject to the foregoing security agreement or as Beneficiary may reasonably request, and shall pay to Beneficiary on demand any reasonable expenses incurred by Beneficiary in connection with the preparation, execution and filing of any such documents. Trustor hereby authorizes and empowers Beneficiary to execute and file, on Trustor’s behalf, all financing statements and refilings and continuations thereof as advisable to create, preserve and protect said security interest. This Deed of Trust constitutes both a real property deed of trust and a “security agreement,” within the meaning of the UCC, and the Trust Estate includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Trustor in the Trust Estate. Trustor by executing and delivering this Deed of Trust has granted to Beneficiary, as security of the Obligations, a security interest in the Trust Estate.

1.10 Assignment of Rents and Leases . The assignment of Rents and Leases set out above in Granting Clause (G) shall constitute an absolute and present assignment to Beneficiary, subject to the revocable license granted therein to Trustor to collect the Rents, and shall be fully operative without any further action on the part of any party, and specifically upon the occurrence of an Event of Default such license shall be automatically revoked and Beneficiary shall be entitled upon the occurrence of an Event of Default hereunder to all Rents and to enter into the Site, the Project and the Improvements to collect all such Rents until such time as such Event of Default is cured and such cure is accepted by the Beneficiary; provided, however, that Beneficiary shall not be obligated to take possession of the Trust Estate, or any portion thereof. The absolute assignment contained in Granting Clause (G) shall not be deemed to impose upon Beneficiary any of the obligations or duties of Trustor provided in any such Space Lease (including, without limitation, any liability under the covenant of quiet enjoyment contained in any Space Lease in the event that any lessee shall have been joined as a party defendant in any action to foreclose this Deed of Trust and shall have been barred and foreclosed thereby of all right, title and interest and equity of redemption in the Trust Estate or any part thereof).

Estate, perform or observe the same, but only upon not less than five Business Days notice to Trustor and all payments made (whether such payments are regular or accelerated payments) and reasonable costs and expenses incurred or paid by Beneficiary in connection therewith shall become due and payable immediately. The amounts so incurred or paid by Beneficiary, together with interest thereon at the interest rate applicable to overdue principal set forth in Section 4.01 of the Mortgage Notes Indenture, from the date incurred until paid by Trustor, shall be added to the Obligations and secured by the Lien of this Deed of Trust. Beneficiary is hereby empowered to enter and to authorize others to enter upon the Site, the Project or the Improvements or any part thereof for the purpose of performing or observing any such defaulted covenant, condition or term, without thereby becoming liable to Trustor or any Person in possession holding under Trustor. No exercise of any rights under this Section 1.11 by Beneficiary shall cure or waive any Event of Default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies.

1.12 Use of Land . Trustor covenants that the Trust Estate shall be used and operated in a manner reasonably consistent with the description of the Project in the Cooperation Agreement.

1.13 Affiliates and Restricted Subsidiaries .

2.1 Interaction with Indenture and Subsidiary Guaranty .

(a) Incorporation by Reference . All terms, covenants, conditions, provisions and requirements of the Mortgage Notes Indenture are incorporated by reference in this Deed of Trust.

2.2 Other Collateral . This Deed of Trust is one of a number of security agreements to secure the Obligations delivered by or on behalf of Trustor and other Persons pursuant to the Mortgage Notes Indenture and the other Mortgage Notes Indenture Security Documents and securing the Obligations secured hereunder. All potential junior Lien claimants are placed on notice that, under any of the Mortgage Notes Indenture Security Documents or otherwise (such as by separate future unrecorded agreement between Trustor and Beneficiary), other collateral for the Obligations secured hereunder (i.e., collateral other than the Trust Estate) may, under certain circumstances, be released without a corresponding reduction in the total principal amount secured by this Deed of Trust. Such a release would decrease the amount of collateral securing the Obligations, thereby increasing the burden on the remaining Trust Estate created and continued by this Deed of Trust. No such release shall impair the priority of the Lien of this Deed of Trust. By accepting its interest in the Trust Estate, each and every junior Lien claimant shall be deemed to have acknowledged the possibility of, and consented to, any such release. Nothing in this paragraph shall impose any obligation upon Beneficiary.

2.3 Subordination to Bank Fee Deed of Trust . Notwithstanding any other provision hereof, this Deed of Trust, including, without limitation, the security interest granted herein, the rights, powers and remedies of Trustee and Beneficiary and the obligations of Trustor set forth herein, shall, to the extent provided in the Intercreditor Agreement, be subject and subordinate to the Bank Deed of Trust.

3.1 Event of Default . The term “ Event of Default ,” wherever used in this Deed of Trust, shall mean any one or more of the events of default listed in Section 6.01 of the Mortgage Notes Indenture and it shall be an Event of Default under this Deed of Trust if Trustor or any other “borrower” (as defined in NRS 106.310) who may send a notice pursuant to NRS 106.380(1) with respect to this Deed of Trust (i) delivers, sends or otherwise gives to Beneficiary (A) any notice of an election to terminate the operation of this Deed of Trust as security for any indebtedness secured by this instrument, including, without limitation, any obligation to repay any “future advance” (as defined in NRS 106.320) or “principal” (as defined in NRS 106.345), or (B) any other notice pursuant to NRS 106.380(1); (ii) records a statement pursuant to NRS 1206.380(3); or (iii) causes this Deed of Trust, any indebtedness secured by this instrument or Beneficiary to be subject to NRS 106.380(2), 106.380(3), or 106.400.

4.1 Acceleration of Maturity . If an Event of Default occurs, Beneficiary may (except that such acceleration shall be automatic if the Event of Default is caused by reason of an Event of Default under Section 6.01(i) or (j) of the Mortgage Notes Indenture) declare the Notes and all Obligations or sums secured hereby, to be due and payable immediately, and upon such declaration such principal and interest and other sums shall immediately become due and payable without demand, presentment, notice or other requirements of any kind (all of which Trustor waives) notwithstanding anything in this Deed of Trust or any Mortgage Notes Indenture Security Document or applicable law to the contrary.

4.2 Protective Advances . If LVSI, Venetian or Trustor fails to make any payment or perform any other obligation under the Notes or any other Financing Agreement, then without thereby limiting Beneficiary’s other rights or remedies, waiving or releasing any of Trustor’s obligations, or imposing any obligation on Beneficiary, Beneficiary may either advance any amount owing or perform any or all actions that Beneficiary considers necessary or appropriate to cure such default. All such advances shall constitute “ Protective Advances .” No sums advanced or performance rendered by Beneficiary shall cure, or be deemed a waiver of any Event of Default.

4.3 Institution of Equity Proceedings . If an Event of Default occurs, Beneficiary may institute an action, suit or proceeding in equity for specific performance of the Notes, this Deed of Trust or any other Mortgage Notes Indenture Security Document, all of which shall be specifically enforceable by injunction or other equitable remedy. Trustor waives any defense based on laches or any applicable statute of limitations.

4.4 Beneficiary’s Power of E nforcement .

may, for any cause it deems expedient, postpone the sale of all or any portion of said property until it shall be completed and, in every case, notice of postponement shall be given by public announcement thereof at the time and place last appointed for the sale and from time to time thereafter Trustee may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall execute and deliver to the purchaser its Deed, Bill of Sale, or other instrument conveying said property so sold, but without any covenant or warranty, express or implied. The recitals in such instrument of conveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. Any Person, including Beneficiary, may bid at the sale.

encumbered hereby, as permitted by the UCC, is a commercially reasonable disposition of such property.

4.5 Beneficiary’s Right to Enter and Take Possession, Operate and Apply Income .

past due as well as those accruing thereafter; and shall apply the monies so received by Beneficiary or Trustee in such priority as Beneficiary may determine to (1) the payment of interest and principal due and payable on the Notes, (2) the deposits for Impositions and insurance premiums due, (3) the cost of insurance, Impositions and other proper charges upon the Trust Estate or any part thereof; (4) the compensation, expenses and disbursements of the agents, attorneys and other representatives of Beneficiary or Trustee; and (5) any other charges or costs required to be paid by Trustor under the terms hereof; and

Beneficiary or Trustee shall surrender possession of the Trust Estate and the Personal Property to Trustor only when all that is due upon such interest and principal, Imposition and insurance deposits, and all amounts under any of the terms of the Mortgage Notes Indenture or this Deed of Trust, shall have been paid and other Obligations performed. The same right of taking possession, however, shall exist if any subsequent Event of Default shall occur and be continuing.

4.6 Lease s . Beneficiary is authorized to foreclose this Deed of Trust subject to the rights of any tenants of the Trust Estate, and the failure to make any such tenants parties defendant to any such foreclosure proceedings and to foreclose their rights shall not be, nor be asserted by Trustor to be, a defense to any proceedings instituted by Beneficiary to collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the Trust Estate, or any portion thereof. Unless otherwise agreed by Beneficiary in writing, all Space Leases executed subsequent to the date hereof, or any part thereof, shall be subordinate and inferior to the Lien of this Deed of Trust; provided , however , from time to time Beneficiary may execute and record among the land records of the jurisdiction where this Deed of Trust is recorded, subordination statements with respect to such of said Space Leases as Beneficiary may designate in its sole discretion, whereby the Space Leases so designated by Beneficiary shall be made superior to the Lien of this Deed of Trust for the term set forth in such subordination statement. From and after the recordation of such subordination statements, and for the respective periods as may be set forth therein, the Space Leases therein referred to shall be superior to the Lien of this Deed of Trust and shall not be affected by any foreclosure hereof. All such Space Leases shall contain a provision to the effect that the Trustor and Space Lessee recognize the right of Beneficiary to elect and to effect such subordination of this Deed of Trust and consents thereto.

it shall or will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws now or hereafter in force, in order to prevent or hinder the enforcement or foreclosure of this Deed of Trust or the absolute sale of the Trust Estate or any portion thereof or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and Trustor for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may lawfully so do, the benefit of all such Legal Requirements, and any and all right to have the assets comprising the Trust Estate marshalled upon any foreclosure of the Lien hereof and agrees that Trustee or any court having jurisdiction to foreclose such Lien may sell the Trust Estate in part or as an entirety.

4.9 Receiv er . If an Event of Default occurs, Beneficiary, to the extent permitted by law and subject to compliance with all applicable Nevada Gaming Laws, and without regard to the value, adequacy or occupancy of the security for the Obligations and other sums secured hereby, shall be entitled as a matter of right if it so elects to the appointment of a receiver to enter upon and take possession of the Trust Estate and to collect all Rents and apply the same as the court may direct, and such receiver may be appointed by any court of competent jurisdiction upon application by Beneficiary. Beneficiary may have a receiver appointed without notice to Trustor or any third party, and Beneficiary may waive any requirement that the receiver post a bond. Beneficiary shall have the power to designate and select the Person who shall serve as the receiver and to negotiate all terms and conditions under which such receiver shall serve. Any receiver appointed on Beneficiary’s behalf may be an Affiliate of Beneficiary. The expenses, including receiver’s fees, attorneys’ fees, costs and agent’s compensation, incurred pursuant to the powers herein contained shall be secured by this Deed of Trust. The right to enter and take possession of and to manage and operate the Trust Estate and to collect all Rents, whether by a receiver or otherwise, shall be cumulative to any other right or remedy available to Beneficiary under this Deed of Trust, the Mortgage Notes Indenture or otherwise available to Beneficiary and may be exercised concurrently therewith or independently thereof. Beneficiary shall be liable to account only for such Rents (including, without limitation, security deposits) actually received by Beneficiary, whether received pursuant to this Section 4.9 or any other provision hereof. Notwithstanding the appointment of any receiver or other custodian, Beneficiary shall be entitled as pledgee to the possession and control of any cash, deposits, or instruments at the time held by, or payable or deliverable under the terms of this Deed of Trust to, Beneficiary.

4.11 Proofs of Claim . In the case of any receivership, Insolvency, Bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceedings affecting Trustor, or, to the extent the same would result in an Event of Default hereunder, any Subsidiary, or any guarantor, co maker or endorser of any of Trustor’s obligations, its creditors or its property, Beneficiary, to the extent permitted by law, shall be entitled to file such proofs of claim or other documents as it may deem to be necessary or advisable in order to have its claims allowed in such proceedings for the entire amount due and payable by Trustor under the Notes, any other Mortgage Notes Indenture Security Document, at the date of the institution of such proceedings, and for any additional amounts which may become due and payable by Trustor after such date.

4.12 Trustor to Pay the Notes on Any Default in Payment; Application of Monies by Beneficiary .

4.13 Delay or Omission ; No Waiver . No delay or omission of Beneficiary to exercise any right, power or remedy upon any Event of Default shall exhaust or impair any such right, power or remedy or shall be construed to waive any such Event of Default or to constitute acquiescence therein. Every right, power and remedy given to Beneficiary whether contained herein or in the Mortgage Notes Indenture or otherwise available to Beneficiary may be exercised from time to time and as often as may be deemed expedient by Beneficiary.

(d) releases any part of the Trust Estate from the Lien or security interest of this Deed of Trust or any other instrument securing the Obligations; (e) consents to the filing of any map, plat or replat of the Site (to the extent such consent is required); (f) consents to the granting of any easement on the Site, the Project or the Improvements (to the extent such consent is required); or (g) makes or consents to any agreement changing the terms of this Deed of Trust, the Subsidiary Guaranty or any other Loan Document for the benefit of Beneficiary subordinating the Lien or any charge hereof, no such act or omission shall release, discharge, modify, change or affect the original liability of Trustor under the Notes, this Deed of Trust or any other Mortgage Notes Indenture Security Document or otherwise, or any subsequent purchaser of the Trust Estate or any part thereof or any maker, co signer, surety or guarantor. No such act or omission shall preclude Beneficiary from exercising any right, power or privilege herein granted or intended to be granted in case of any Event of Default then existing or of any subsequent Event of Default, nor, except as otherwise expressly provided in an instrument or instruments executed by Beneficiary, shall the Lien or security interest of this Deed of Trust be altered thereby, except to the extent expressly provided in any releases, maps, easements or subordinations described in clause (d) , (e) , (f) or (g) above of this Section 4.14 . In the event of the sale or transfer by operation of law or otherwise of all or any part of the Trust Estate, Beneficiary, without notice to any Person is hereby authorized and empowered to deal with any such vendee or transferee with reference to the Trust Estate or the Obligations secured hereby, or with reference to any of the terms or conditions hereof, as fully and to the same extent as it might deal with the original parties hereto and without in any way releasing or discharging any of the liabilities or undertakings hereunder, or waiving its right to declare such sale or transfer an Event of Default as provided herein. Notwithstanding anything to the contrary contained in this Deed of Trust or any other Mortgage Notes Indenture Security Document, (i) in the case of any non-monetary Event of Default, Beneficiary may continue to accept payments due hereunder without thereby waiving the existence of such or any other Event of Default and (ii) in the case of any monetary Event of Default, Beneficiary may accept partial payments of any sums due hereunder without thereby waiving the existence of such Event of Default if the partial payment is not sufficient to completely cure such Event of Default.

4.16 Remedies Cum ulative . No right, power or remedy, including without limitation remedies with respect to any security for the Obligations, conferred upon or reserved to Beneficiary by this Deed of Trust or any other Mortgage Notes Indenture Security Document is exclusive of any other right, power or remedy, but each

and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder or under any other Mortgage Notes Indenture Security Document, now or hereafter existing at law, in equity or by statute, and Beneficiary shall be entitled to resort to such rights, powers, remedies or security as Beneficiary shall in its sole and absolute discretion deem advisable.

4.17 Interest After Event of Default . If an Event of Default shall have occurred and is continuing, all outstanding and unpaid Obligations under the Notes and this Deed of Trust shall, at Beneficiary’s option, bear interest at the rate applicable to overdue principal set forth in Section 4.01 of the Mortgage Notes Indenture until such Event of Default has been cured. Trustor’s obligation to pay such interest shall be secured by this Deed of Trust and the other Mortgage Notes Indenture Security Documents.

4.18 Foreclosure; Expenses of Litigation . If Trustee forecloses, reasonable attorneys’ fees for services in the supervision of said foreclosure proceeding shall be allowed to the Trustee and Beneficiary as part of the foreclosure costs. In the event of foreclosure of the Lien hereof, there shall be allowed and included as additional Obligations all reasonable expenditures and expenses which may be paid or incurred by or on behalf of Beneficiary for attorneys’ fees, appraiser’s fees, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after foreclosure sale or entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies and guarantees, and similar data and assurances with respect to title as Beneficiary may deem reasonably advisable either to prosecute such suit or to evidence to a bidder at any sale which may be had pursuant to such decree the true condition of the title to or the value of the Trust Estate or any portion thereof. All expenditures and expenses of the nature in this Section 4.18 mentioned, and such expenses and fees as may be incurred in the protection of the Trust Estate and the maintenance of the Lien and security interest of this Deed of Trust, including the fees of any attorney employed by Beneficiary in any litigation or proceeding affecting this Deed of Trust or any other Mortgage Notes Indenture Security Document, the Trust Estate or any portion thereof, including, without limitation, civil, probate, appellate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Trustor, with interest thereon at the rate applicable to overdue principal set forth in Section 4.01 of the Mortgage Notes Indenture, and shall be secured by this Deed of Trust and the other Mortgage Notes Indenture Security Documents. Trustee waives its right to any statutory fee in connection with any judicial or nonjudicial foreclosure of the Lien hereof and agrees to accept a reasonable fee for such services.

waives any defense to Beneficiary’s recovery against Trustor of any deficiency after any foreclosure sale of the Trust Estate. Trustor expressly waives any defense or benefits that may be derived from any statute granting Trustor any defense to any such recovery by Beneficiary. In addition, Beneficiary and Trustee shall be entitled to recovery of all of their reasonable costs and expenditures (including without limitation any court imposed costs) in connection with such proceedings, including their reasonable attorneys’ fees, appraisal fees and the other costs, fees and expenditures referred to in Section 4.18 above. This provision shall survive any foreclosure or sale of the Trust Estate, any portion thereof and/or the extinguishment of the Lien hereof.

4.20 Waiver of July Trial . Beneficiary and Trustor each waive any right to have a jury participate in resolving any dispute whether sounding in contract, tort or otherwise arising out of, connected with, related to or incidental to the relationship established between them in connection with the Obligations, this Deed of Trust or any other Mortgage Notes Indenture Security Document. Any such disputes shall be resolved in a bench trial without a jury.

4.21 Exculpation of Beneficiary . The acceptance by Beneficiary of the assignment contained herein with all of the rights, powers, privileges and authority created hereby shall not, prior to entry upon and taking possession of the Trust Estate by Beneficiary, be deemed or construed to make Beneficiary a “mortgagee in possession”; nor thereafter or at any time or in any event obligate Beneficiary to appear in or defend any action or proceeding relating to the Space Leases, the Rents or the Trust Estate, or to take any action hereunder or to expend any money or incur any expenses or perform or discharge any obligation, duty or liability under any Space Lease or to assume any obligation or responsibility for any security deposits or other deposits except to the extent such deposits are actually received by Beneficiary, nor shall Beneficiary, prior to such entry and taking, be liable in any way for any injury or damage to person or property sustained by any Person in or about the Trust Estate.

Notwithstanding anything to the contrary in this Deed of Trust, Trustor and Beneficiary agree as follows.

Beneficiary’s remedies (other than any rights of Trustee to any indemnity or reimbursement), except at Beneficiary’s request, and (b) shall exercise, or waive the exercise of, any or all of Beneficiary’s remedies at Beneficiary’s request, and in accordance with Beneficiary’s directions as to the manner of such exercise or waiver. Trustee may, however, decline to follow Beneficiary’s request or direction if Trustee shall be advised by counsel that the action or proceeding, or manner thereof, so directed may not lawfully be taken or waived.

5.3 Resignation or Replacement of Trustee . Trustee may resign by an instrument in writing addressed to Beneficiary, and Trustee may be removed at any time with or without cause (i.e., in Beneficiary’s sole and absolute discretion) by an instrument in writing executed by Beneficiary. In case of the death, resignation, removal or disqualification of Trustee or if for any reason Beneficiary shall deem it desirable to appoint a substitute, successor or replacement Trustee to act instead of Trustee originally named (or in place of any substitute, successor or replacement Trustee), then Beneficiary shall have the right and is hereby authorized and empowered to appoint a successor, substitute or replacement Trustee, without any formality other than appointment and designation in writing executed by Beneficiary, which instrument shall be recorded if required by the law of the State. The laws of the State (including, without limitation, the Nevada Gaming Laws) shall govern the qualification of any Trustee. The authority conferred upon Trustee by this Deed of Trust shall automatically extend to any and all other successor, substitute and replacement Trustee(s) successively until the obligations secured hereunder have been paid in full or the Trust Estate has been sold hereunder or released in accordance with the provisions of the Mortgage Notes Indenture Security Documents. Beneficiary’s written appointment and designation of any Trustee shall be full evidence of Beneficiary’s right and authority to make the same and of all facts therein recited. No confirmation, authorization, approval or other action by Trustor shall be required in connection with any resignation or other replacement of Trustee.

authority and shall be valid and sufficient without proof of any action by the board of directors or any superior officer of Beneficiary.

5.7 Exculp ation . Trustee shall not be liable for any error of judgment or act done by Trustee in good faith, or otherwise be responsible or accountable under any circumstances whatsoever, except for Trustee’s gross negligence, willful misconduct or knowing violation of any Legal Requirement. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by it hereunder, believed by it in good faith to be genuine. All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law). Trustee shall be under no liability for interest on any moneys received by it hereunder.

5.8 Endorsement and Execution of Documents . Upon Beneficiary’s written request, Trustee shall, without liability or notice to Trustor, execute, consent to, or join in any instrument or agreement in connection with or necessary to effectuate the purposes of the Mortgage Notes Indenture Security Documents. Trustor hereby irrevocably designates Trustee as its attorney in fact to execute, acknowledge and deliver, on Trustor’s behalf and in Trustor’s name, all instruments or agreements necessary to implement any provision(s) of this Deed of Trust or to further perfect the Lien created by this Deed of Trust on the Trust Estate. This power of attorney shall be deemed to be coupled with an interest and shall survive any disability of Trustor.

5.10 Terms of Trustee’s Acceptance . Trustee accepts the trust created by this Deed of Trust upon the following terms and conditions:

6.1 Heirs , Successors and Assigns Included in Parties . Whenever one of the parties hereto is named or referred to herein, successors and assigns of such party shall be included, and subject to the limitations set forth herein and in the Mortgage Notes Indenture, all covenants and agreements contained in this Deed of Trust, by or on behalf of Trustor or Beneficiary shall bind and inure to the benefit of its heirs, successors and assigns, whether so expressed or not.

6.2 Addresses for Notices , Etc . Any notice, report, demand or other instrument authorized or required to be given or furnished under this Deed of Trust to Trustor or Beneficiary shall be deemed given or furnished (i) when addressed to the party intended to receive the same, at the address of such party set forth below, and delivered by hand at such address or (ii) three (3) days after the same is deposited in the United States

mail as first class certified mail, return receipt requested, postage paid, whether or not the same is actually received by such party:

Beneficiary:	U.S. Bank National Association
	180 East 5th Street
	St. Paul, Minnesota 55101
	Attn.: Corporate Trust Department

Trustor:	Lido Casino Resort, LLC
	3355 Las Vegas Boulevard South
	Las Vegas, Nevada 89109
	Attention: General Counsel
	Telefax: (702) 414-4421

With a copy to:	Paul, Weiss, Rifkind, Wharton & Garrison LLP
	1285 Avenue of the Americas
	New York, New York 10019-6064
	Attention: Harris B. Freidus, Esq.

Trustee:	First American Title Insurance Company
	180 Cassia Way, Suite 502
	Henderson, Nevada 89104

6.4 Headin gs . The headings of the articles, sections, paragraphs and subdivisions of this Deed of Trust are for convenience of reference only, are not to be considered a part hereof, and shall not limit or expand or otherwise affect any of the terms hereof.

6.5 Invalid Provisions to Affect No Others . In the event that any of the covenants, agreements, terms or provisions contained herein or in the Notes, the Mortgage Notes Indenture or any other Mortgage Notes Indenture Security Document shall be invalid, illegal or unenforceable in any respect, the validity of the Lien hereof and the remaining covenants, agreements, terms or provisions contained herein or in the Notes, the Mortgage Notes Indenture or any other Mortgage Notes Indenture Security Document shall be in no way affected, prejudiced or disturbed thereby. To the extent permitted by law, Trustor waives any provision of law which renders any provision hereof prohibited or unenforceable in any respect.

agreement hereafter made by Trustor and Beneficiary relating to this Deed of Trust shall be superior to the rights of the holder of any intervening Lien or encumbrance.

6.7 Estoppel C ertificates . Within ten (10) Business Days after Beneficiary’s written request, Trustor shall from time to time execute a certificate, in recordable form (an “ Estoppel Certificate ”), stating, except to the extent it would be inaccurate to so state: (a) the current amount of the Obligations secured hereunder and all elements thereof, including principal, interest, and all other elements; (b) that Trustor has no defense, offset, claim, counterclaim, right of recoupment, deduction, or reduction against any of the Obligations secured hereunder; (c) that none of the Mortgage Notes Indenture Security Documents have been amended, whether orally or in writing; (d) that Trustor has no claims against Beneficiary of any kind; (e) that any power of attorney granted to Beneficiary is in full force and effect; and (f) such other matters relating to this Deed of Trust, any other Mortgage Notes Indenture Security Documents and the relationship of Trustor and Beneficiary as Beneficiary shall request. In addition, the Estoppel Certificate shall set forth the reasons why it would be inaccurate to make any of the foregoing assurances (“a” through “f”).

6.8 Waiver of Setoff and Counterclaim . All amounts due under this Deed of Trust, the Notes, or any other Mortgage Notes Indenture Security Document shall be payable without setoff, counterclaim or any deduction whatsoever. Trustor hereby waives the right to assert a counterclaim (other than a compulsory counterclaim) in any action or proceeding brought against it by Beneficiary and/or any Mortgage Notes Holder(s) under the Mortgage Notes Indenture, or arising out of or in any way connected with this Deed of Trust or the other Mortgage Notes Indenture Security Documents or the Obligations.

6.9 Governing L aw . The Mortgage Notes Indenture and the Notes provide that they are governed by, and construed and enforced in accordance with, the laws of the State of New York. This Deed of Trust shall also be construed under and governed by the laws of the State of New York without giving effect to the conflicts of law rules and principles of the State of New York; provided, however, that (i) the terms and provisions of this Deed of Trust pertaining to the priority, perfection, enforcement or realization by Beneficiary of its respective rights and remedies under this Deed of Trust with respect to the Trust Estate shall be governed and construed and enforced in accordance with the internal laws of the State without giving effect to the conflicts of law rules and principles of the State; (ii) Trustor agrees that to the extent deficiency judgments are available under the laws of the State after a foreclosure (judicial or nonjudicial) of the Trust Estate, or any portion thereof, or any other realization thereon by Beneficiary or any Mortgage Notes Holder(s) under the Mortgage Notes Indenture, Beneficiary or such Mortgage Notes Holder(s), as the case may be, shall have the right to seek such a deficiency judgment against Trustor in the State; and (iii) Trustor agrees that if Beneficiary or any Mortgage Notes Holder(s) under the Mortgage Notes Indenture obtains a deficiency judgment in another state against Trustor, then Beneficiary or such Mortgage Notes Holder(s), as the case may be, shall have the right to enforce such judgment in the State to the extent permitted under the laws of the State, as well as in

other states. Nothing contained in this Section 6.9 shall be deemed to expand the limitations set forth in Section 13.08 of the Mortgage Notes Indenture.

6.10 Recon veyance . In the event that (i) the Obligations are indefeasibly repaid in full, (ii) any part of the Trust Estate is sold, transferred or otherwise disposed of by Trustor in accordance with the Mortgage Notes Indenture or (iii) any part of the Trust Estate is otherwise released in accordance with the Mortgage Notes Indenture or with the consent of the Mortgage Notes Indenture Trustee, the Trust Estate (in the case of clause (i) of this Section 6.10 ) or portion thereof (in the case of clauses (ii) or (iii) of this Section 6.10 ) will be sold, transferred or otherwise disposed of, and released free and clear of the Liens created by this Deed of Trust and the Beneficiary, at the request and expense of the Trustor, will duly and promptly assign, transfer, deliver and release to the Trustor or its designee (without recourse and without any representation or warranty) such of the Trust Estate as is then being (or has been) so sold, transferred or otherwise disposed of or released. In connection with any disposition or release pursuant to this Section 6.10 , Beneficiary shall, at Trustor’s expense, cause Trustee to reconvey, without warranty the Trust Estate or portion thereof being disposed or released, as the case may be, and to execute and deliver to Trustor such documents (including UCC-3 termination statements) as Trustor may reasonably request. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as “the person or persons legally entitled thereto.”

6.11 Attorney s’ Fees . Without limiting any other provision contained herein, Trustor agrees to pay all costs of Beneficiary or Trustee incurred in connection with the enforcement of this Deed of Trust, the Subsidiary Guaranty or the Notes, including, without limitation, all reasonable attorneys’ fees whether or not suit is commenced, and including, without limitation, fees incurred in connection with any probate, appellate, bankruptcy, deficiency or any other litigation proceedings, all of which sums shall be secured hereby.

6.17 Subro gation . Should the proceeds of any loan or advance made by Beneficiary or any Mortgage Note Holder(s) under the Mortgage Notes Indenture to Trustor, repayment of which is hereby secured, or any part thereof, or any amount paid out or advanced by Beneficiary or any Mortgage Note Holder(s) under the Mortgage Notes Indenture, be used directly or indirectly to pay off, discharge, or satisfy, in whole or in part, any prior or superior Lien or encumbrance upon the Trust Estate, or any part thereof, then, as additional security hereunder, Trustee, on behalf of Beneficiary, shall be subrogated to any and all rights, superior titles, Liens, and equities owned or claimed by any owner or holder of said outstanding Liens, charges, and indebtedness, however remote, regardless of whether said Liens, charges, and indebtedness are acquired by assignment or have been released of record by the holder thereof upon payment.

6.19 Home stead . Trustor hereby waives and renounces all homestead and exemption rights provided by the constitution and the laws of the United States and of any state, in and to the Trust Estate as against the collection of the Obligations, or any part hereof.

6.20 Cont ext . In this Deed of Trust, whenever the context so requires, the neuter includes the masculine and feminine, and the singular including the plural, and vice versa.

6.21 Tim e . Time is of the essence of each and every term, covenant and condition hereof. Unless otherwise specified herein, any reference to “days” in this Deed of Trust shall be deemed to mean “calendar days.”

6.22 Interpretat ion . As used in this Deed of Trust unless the context clearly requires otherwise: The terms “herein” or “hereunder” and similar terms without reference to a particular section shall refer to the entire Deed of Trust and not just to the section in which such terms appear.

6.23 Effect of NRS § 107.030 . To the extent not inconsistent with the other provisions of this Deed of Trust, the following covenants are hereby adopted and made a part of this Deed of Trust: Nos. 1; 2 (pursuant to Section 1.5 above); 3; 4 (at the Default Rate); 5; 6; 7 (in a reasonable percentage); 8 and 9 of NRS 107.030.

6.24 Amendm ents . This Deed of Trust cannot be waived, changed, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of any waiver, change, discharge or termination is sought and only as permitted by the provisions of the Mortgage Notes Indenture.

6.25 No Conflicts . In the event that any of the provisions contained herein conflict with the Security Agreement, then the provisions contained in the Security Agreement shall prevail.

7.1 Grant of Power . Subject to compliance with applicable Nevada Gaming Laws, Trustor irrevocably appoints Beneficiary and any successor thereto as its attorney in fact, with full power and authority, including the power of substitution, exercisable only during the continuance of an Event of Default to act for Trustor in its name, place and stead as hereinafter provided:

7.1.3 Employment of Others . To employ such contractors, subcontractors, suppliers, architects, inspectors, consultants, property managers and other agents as Beneficiary, in its discretion, deems proper for the completion of any Improvements, for the protection or clearance of title to the Site, the Project or the Improvements, or for the protection of Beneficiary’s interests with respect thereto.

7.1.4 Security Guards . To employ watchmen to protect the Site, the Project and the Improvements from injury.

7.1.5 Compromise Claims . To pay, settle or compromise all bills and claims then existing or thereafter arising against Trustor, which Beneficiary, in its discretion, deems proper for the protection or clearance of title to the Site, the Project, the Improvements or Personal Property, or for the protection of Beneficiary’s interests with respect thereto.

7.1.6 Legal Proceedings . To prosecute and defend all actions and proceedings in connection with the Site, the Project or the Improvements.

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IN WITNESS WHEREOF, Trustor has executed this Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing to be effective as of the day and year first above written.

LIDO CASINO RESORT, LLC,
a Nevada limited liability company, as Trustor


By:	Las Vegas Sands, Inc., its managing member


By:	/s/ Harry Miltenberger
	Name:	Harry Miltenberger
	Title:	VP Finance, Secretary & Chief Accounting Officer

(Signature Page)

[Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing]

State of Nevada	)
	) ss.:
Clark County	)

This instrument was acknowledged before me on September 29, 2004 by Harry Miltenberger .

		/s/ Bonnie Bruce
		(Signature and office of individual
		taking acknowledgment)


Notarial Seal

(Notary Acknowledgment)

[Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing]

Exhibit 10.59

Execution Copy

ENVIRONMENTAL INDEMNITY

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “ Indemnity ”) is entered into as of the 30th day of September, 2004, by PHASE II MALL HOLDING, LLC, a Nevada limited liability company (“ Phase II Mall Subsidiary Holding ”), PHASE II MALL SUBSIDIARY, LLC, a Delaware limited liability company (“ Phase II Mall Subsidiary ”), LAS VEGAS SANDS, INC., a Nevada corporation (“ LVSI ”), LIDO CASINO RESORT, LLC, a Nevada limited liability company (“ LCR ”) and VENETIAN CASINO RESORT, LLC, a Nevada limited liability company (“ VCR ”, jointly and severally with Phase II Mall Subsidiary Holding, Phase II Mall Subsidiary, LVSI and LCR, the “ Indemnitors ”), to and for the benefit of THE BANK OF NOVA SCOTIA, as administrative agent (the “ Administrative Agent ”) for itself and the other agents and lenders under the Construction Loan Agreement referred to below.

W I T N E S S E T H:

A. Pursuant to the Construction Loan Agreement dated as of even date herewith (as modified, amended or supplemented from time to time, the “ Construction Loan Agreement ”) by and between the Administrative Agent, as administrative agent, sole lead arranger and sole bookrunner, Sumitomo Mitsui Banking Corporation (“ Sumitomo ”), as syndication agent (the Administrative Agent, Sumitomo and any other agent appointed under the Construction Loan Agreement, each an “ Agent ” and together the “ Agents ”) the financial institutions from time-to-time party thereto (the “ Lenders ”), and Phase II Mall Subsidiary Holding and Phase II Mall Subsidiary, as borrowers (the “Borrowers”), Lenders have agreed to make loans (the “ Loans ”) to the Borrowers, which Loans are to be secured by, among other things, (i) that certain Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, of even date herewith executed by the Borrowers, as trustors, to First American Title Insurance Company, as trustee, in favor of the Administrative Agent on behalf of the Lenders, as beneficiary (the “ Deed of Trust ”) and (ii) such other deeds of trust that may be entered into by the Borrowers for the benefit of Administrative Agent on behalf of the Lenders, (together with the Deed of Trust, the “ Deeds of Trust ”) which Deeds of Trust encumber the real property described on Exhibit A attached hereto (the “ Real Property ”), and the improvements now or hereafter constructed thereon (which improvements, together with the Real Property, shall hereinafter be referred to as the “ Property ”).

B. The Lenders have made it a condition of the Lenders making the Loans that this Indemnity be executed and delivered by the Indemnitors.

C. It is in the best interests of the Indemnitors to execute this Indemnity and such other Loan Documents inasmuch as each Indemnitor will derive substantial benefits from the Loans being made available to the Borrowers.

D. The obligations of the Indemnitors hereunder are unsecured obligations of each Indemnitor.

NOW, THEREFORE, in consideration of the foregoing and other valuable consideration, the receipt of which is hereby acknowledged, each Indemnitor covenants and agrees to and for the benefit of the Agents and the Lenders as follows:

1. Definitions .

(a) “ Claims ” means any and all actual out-of-pocket costs incurred by an Indemnified Party (as defined below) (including, without limitation, reasonable attorneys’ fees and expenses, which fees and expenses shall include, without limitation, fees and expenses of both outside and staff counsel), expenses, losses, damages, liabilities, fines, penalties, charges, injury to person, property, or natural resources, administrative and judicial proceedings and orders, injunctive relief, judgments, remedial action requirements and enforcement actions of any kind, arising directly or indirectly, in whole or in part, out of or attributable to (i) any breach or default by an Indemnitor in the performance of any of its obligations under paragraphs 3(a)-(d) hereof, or (ii) any Release (as defined below) or threatened Release, whether foreseeable or unforeseeable, arising prior to any release, reconveyance or foreclosure of any Deed of Trust (or following any such release, conveyance or foreclosure to the extent attributable to pre-existing conditions), or conveyance in lieu of foreclosure; and in each instance, regardless of when such Release, inaccuracy or breach is discovered and regardless of whether or not caused by or in the control of an Indemnitor, any employees, agents, contractors or subcontractors of an Indemnitor or any third persons. Without limiting the generality of the foregoing and for purposes of clarification only, Claims also include:

(b) “ Hazardous Substances ” means and includes any flammable explosives, radioactive materials or hazardous, toxic or dangerous wastes, substances or related materials or any other chemicals, materials or substances, exposure to which is prohibited, limited or regulated by any federal, state, county, regional or local authority or which, even if not so regulated, may or could pose a hazard to the health and safety of the occupants of the Property or of property adjacent to the Property, including, but not limited to, asbestos, PCBs, petroleum products and byproducts (including, but not limited to, crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel, or any mixture thereof), substances defined or listed as “hazardous substances,” “hazardous materials,” “hazardous wastes” or “toxic substances” or similarly identified in, pursuant to, or for purposes

of, any of the Hazardous Substances Laws, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act, as now or hereafter amended (42 U.S.C. Section 9601, et seq ); the Hazardous Materials Transportation Act, as now or hereafter amended (49 U.S.C. Section 1801, et s eq ); the Resource Conservation and Recovery Act, as now or hereafter amended (42 U.S.C. Section 6901, et seq ); any so-called “Superfund” or “Superlien” law; or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material; or any substances or mixture regulated under the Toxic Substance Control Act of 1976, as now or hereafter amended (15 U.S.C. Section 2601 et seq ); and any “pollutant” under the Clean Water Act, as now or hereafter amended (33 U.S.C. Section 1251 et seq ); and any hazardous air pollutant under the Clean Air Act (42 U.S.C. Section 7901 et seq ), in each case as now or hereafter amended.

(c) “ Hazardous Substances Laws ” means all federal, state and local environmental, health or safety laws, ordinances, regulations, rules of common law or policies regulating Hazardous Substances, including, without limitation, those governing the generation, use, refinement, handling, treatment, removal, storage, production, manufacture, transportation or disposal of Hazardous Substances, as such laws, ordinances, regulations, rules and policies may be in effect from time to time and be applicable to the Property.

(d) “ Indemnified Parties ” means each Agent and Lender and each of their respective directors, officers, shareholders, agents, employees, participants, successors and assigns and shall also include any purchasers of all or any portion of the Property at any foreclosure sale and the initial purchaser following the consummation of any deed in lieu of foreclosure, but not including any other purchasers of the Property.

(e) “ Loan Document ” is defined in the Construction Loan Agreement.

(f) “ Release ” means any presence, use, generating, storing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of Hazardous Substances into the environment, or about, on, from, under, within or affecting the Property, or transported to or from the Property, including continuing migration of Hazardous Substances into or through soil, surface water or groundwater.

2. Environmental Indemnification by the Indemnitors .

(a) Each Indemnitor hereby agrees to defend (with counsel reasonably approved by the Administrative Agent), indemnify and hold the Indemnified Parties harmless from and against, and shall reimburse the Indemnified Parties for, any and all Claims.

(b) Indemnified Parties shall have the right to employ independent counsel reasonably satisfactory to the Indemnitors to represent it in any action or proceeding to which this Indemnity is applicable if and to the extent that the Indemnified Parties determine in good faith that their rights and interests may be compromised or not fully and adequately represented by legal counsel acting for the Indemnitors, whether on account of any potential defenses that an Indemnitor may have to its obligations under this Indemnity or otherwise, and in

such event the reasonable fees and expenses of the Indemnified Party’s independent counsel shall be paid by the Indemnitors.

(c) Subject to the last sentence of Section 1(a) above, each Indemnitor’s obligations hereunder shall not be diminished or affected in any respect as a result of any notice or disclosure, if any, to, or other knowledge, if any, by, any Indemnified Party of any Release or threatened Release, or as a result of any other matter related to the Indemnitors’ obligations hereunder, nor shall any Indemnified Party be deemed to have permitted or acquiesced in any Release or any breach of an Indemnitor’s other obligations hereunder, solely because any Indemnified Party had notice, disclosure or knowledge thereof, whether at the time this Indemnity is delivered or at any time thereafter.

(d) This Indemnity shall not be limited by any representation, warranty or indemnity of the Indemnitors made herein or in connection with any indebtedness secured by the Deeds of Trust, irrespective of whether any Indemnitor has knowledge as of the date of each Deed of Trust, or during the term of each Deed of Trust, of the matters to which such representation, warranty or indemnity relates.

3. Environmental Covenants .

(a) Phase II Mall Subsidiary, Phase II Mall Subsidiary Holding and LCR (each a “ Phase II Entity ” and, collectively, the “ Phase II Entities ”) shall not, and shall use commercially reasonable efforts to not permit any tenants or other occupants of the Property to, at any time in the future, cause or permit a Release, except in compliance with applicable Hazardous Substances Laws and good and customary practices.

(b) The Phase II Entities shall give prompt written notice to the Administrative Agent of any pending Claims, or of any Proceedings (as such term is defined in the Construction Loan Agreement) arising pursuant to Hazardous Substances Laws.

(c) The Phase II Entities shall give prompt written notice to the Administrative Agent of the Phase II Entities’ discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property that could cause the Property or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Hazardous Substances Laws including, without limitation, any Phase II Entity’s discovery of any occurrence or condition on the Property or on any real property adjoining or in the vicinity of the Property that could cause the Property or any part thereof to be classified as a hazardous waste property or border-zone property, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Hazardous Substances Laws.

(d) In the event that any investigation, site monitoring, containment, cleanup, removal, restoration, precautionary actions or other remedial work of any kind or nature (hereinafter, “ Remedial Work ”) is required under any applicable Hazardous Substances Laws as a result of, or in connection with, any Release, suspected Release, or threatened Release, the Phase II Entities shall within thirty (30) days after receipt of information that such Remedial Work is or may be required (or such shorter period of time as may be required under applicable

law, regulation, order or agreement), commence the performance of, or cause to be commenced, and thereafter diligently prosecute to completion, the performance of all such Remedial Work in compliance with all applicable Hazardous Substances Laws. All Remedial Work shall be performed by one or more contractors, approved in advance in writing by the Administrative Agent, and under the supervision of a consulting engineer approved in advance in writing by the Administrative Agent, which consent shall not be unreasonably withheld. All costs and expenses of such Remedial Work shall be paid by the Indemnitors, including, without limitation, the charges of such contractor(s) and/or the consulting engineer, and the Indemnified Parties’ reasonable attorneys’ fees and costs, including, without limitation, fees and costs of both outside and staff counsel incurred in connection with monitoring or review of such Remedial Work. In the event the Phase II Entities shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, the performance of such Remedial Work, the Administrative Agent or any other Indemnified Party may, but shall not be required to, cause such Remedial Work to be performed and all costs and expenses thereof, or incurred in connection therewith, shall be deemed Claims hereunder.

4. Liability .

(a) Notwithstanding any other provisions of this Indemnity or any of the Loan Documents, any liability of any Indemnitor hereunder shall be its personal liability (but such personal liability shall not be deemed to incorporate personal liability of its directors, officers, employees or agents), and may be asserted against its interest in the Property as well as against any and all of its other assets.

(b) Without limiting the foregoing, the obligations of the Indemnitors hereunder shall survive the following events, to the maximum extent permitted by law: (i) repayment of the Obligations (as such term is defined in the Construction Loan Agreement) and any judicial or nonjudicial foreclosure under any Deed of Trust or conveyance in lieu of such foreclosure, notwithstanding that all or any portion of any other obligations secured by such Deed of Trust shall have been discharged thereby, (ii) any election by any Indemnified Party to purchase all or any portion of the Property at a foreclosure sale by crediting all or any portion of the obligations secured by any Deed of Trust against the purchase price therefor (except to the extent and only to the extent that such Indemnified Party has specifically elected in writing in its sole discretion to credit against the purchase price any Claims hereunder which were liquidated in amount at the time of such foreclosure sale, it being presumed for these purposes that the obligations secured by such Deed of Trust shall be discharged by any such crediting in the order set forth in such Deed of Trust), (iii) any release or reconveyance of any Deed of Trust, any waiver of the lien of any Deed of Trust, or any release or waiver of any other security for the Obligations, and (iv) any termination, cancellation or modification of any Loan Document. Upon and following the occurrence of any of the foregoing, the obligations of the Indemnitors hereunder shall be unsecured obligations, and shall be enforceable against the Indemnitors to the fullest extent permitted by applicable law.

(c) The obligations of the Indemnitors hereunder are not intended to be the obligations of a surety or guarantor. The liability of the Indemnitors under this Indemnity shall in no way be limited or impaired by (i) any extensions of time for performance required by any Loan Document; (ii) the accuracy or inaccuracy of any representations and warranties made

by the Indemnitors in any of any Loan Documents; or (iii) the release of any person or entity from performance or observance of any of the agreements, covenants, terms, or conditions contained in any of the Loan Documents by operation of law or otherwise.

(d) The rights and remedies of the Indemnified Parties under this Indemnity (i) shall be in addition to any other rights and remedies of such Indemnified Parties under any Loan Documents or at law or in equity, and (ii) may be enforced by any of the Indemnified Parties, to the maximum extent permitted by law, without regard to or affecting any rights and remedies that such Indemnified Party may have under any Loan Documents or at law or in equity, and without regard to any limitations on such Indemnified Party’s recourse for recovery of the Obligations as may be provided in any Loan Documents.

5. Site Visits, Observation and Testing . The Administrative Agent and any of the other Indemnified Parties and their respective agents and representatives shall have the right at any reasonable time, and upon reasonable prior notice, but subject to the rights of tenants under their leases, to enter and visit the Property to make such inspections and inquiries as they shall deem appropriate, including inspections for violations of any of the terms of this Indemnity and for determining the existence, nature and magnitude of any past or present Release or threatened Release, and they shall also have the right, following any Event of Default (as defined in the Construction Loan Agreement), or where the Administrative Agent has a reasonable basis upon which to believe that the Property may be harmed, unsafe or contaminated, and upon reasonable prior notice, to enter and visit the Property to make such tests (including, without limitation, taking and removing soil or groundwater samples) as they shall deem appropriate. Neither the Administrative Agent nor any of the other Indemnified Parties have any duty, however, to visit or observe the Property or to conduct tests, and no site visit, observation or testing by the Administrative Agent or any other Indemnified Party shall impose any liability on the Administrative Agent or such other Indemnified Party. In no event shall any site visit, observation or testing by the Administrative Agent or any other Indemnified Party be a representation that Hazardous Substances are or are not present in, on or under the Property, or that there has been or shall be compliance with any Hazardous Substances Laws or any other applicable governmental law. Neither the Indemnitors nor any other party is entitled to rely on any site visit, observation or testing by the Administrative Agent or any other Indemnified Party. Neither the Administrative Agent nor any of the other Indemnified Parties owe any duty of care to protect the Indemnitors or any other party against, or to inform the Indemnitors or any other party of, any Hazardous Substances or any other adverse condition affecting the Property. The Administrative Agent and any other Indemnified Party shall give the Indemnitors reasonable notice before entering the Property, and shall make reasonable efforts to avoid interfering with the Indemnitors’ use of the Property in exercising any rights provided in this paragraph 5 . The Administrative Agent’s rights under this Indemnity are for the purpose of protecting and preserving the value of its collateral, and neither the Administrative Agent or any Indemnified Party shall be considered an operator of the Property by virtue of exercising its rights hereunder.

6. Interest Accrued . Any amount owed hereunder to an Indemnified Party not paid within thirty (30) days after written demand from such Indemnified Party with an explanation of the amounts claimed shall bear interest at a rate per annum equal to the maximum interest rate applicable to overdue principal set forth in the Construction Loan Agreement.

7. Subrogation of Indemnity Rights . If the Indemnitors fail to fully perform their obligations hereunder, any Indemnified Party shall be entitled to pursue any rights or claims that the Indemnitors may have against any present, future or former owners, tenants or other occupants or users of the Property, any portion thereof or any adjacent or proximate properties, relating to any Claim or the performance of Remedial Work, and the Indemnitors hereby assign all of such rights and claims to the Indemnified Parties under such circumstances and shall take all actions required by the Indemnified Parties to cooperate with such Indemnified Parties in enforcing such rights and claims under such circumstances.

8. Reliance . Each Indemnitor acknowledges that it is making and giving the indemnities and representations and covenants contained in this Indemnity with the knowledge that the Agents and Lenders are relying on such indemnities and representations and covenants in making the Obligations to the Indemnitors.

9. Successors and Assigns . This Indemnity shall inure to the benefit of each Indemnified Party’s successors and assigns, and shall be binding upon the heirs, successors, and assigns of each Indemnitor. The Indemnitors shall not assign any rights or obligations under this Indemnity without first obtaining the written consent of the Administrative Agent, which may be given or withheld in the sole discretion of the Administrative Agent. Notwithstanding any other provision of this Indemnity to the contrary, the Indemnitors shall not be released from their obligations hereunder without obtaining the written consent of the Administrative Agent, which consent may be given or withheld in the sole discretion of the Administrative Agent. Nothing herein shall be deemed to be a consent to the transfer of the Property which transfer would be otherwise prohibited by any Loan Document.

10. Miscellaneous . This Indemnity shall be governed by and construed in accordance with the laws of the State of Nevada. If this Indemnity is executed by more than one person or entity, the liability of the undersigned hereunder shall be joint and several. Separate and successive actions may be brought hereunder to enforce any of the provisions hereof at any time and from time to time. No action hereunder shall preclude any subsequent action, and each Indemnitor hereby waives and covenants not to assert any defense in the nature of splitting of causes of action or merger of judgments. In no event shall any provision of this Indemnity be deemed to be a waiver of or to be in lieu of any right or claim, including, without limitation, any right of contribution or other right of recovery, that any party to this Indemnity might otherwise have against any other party to this Indemnity under any Hazardous Substances Laws. If any term of this Indemnity or any application thereof shall be invalid, illegal or unenforceable, the remainder of this Indemnity and any other application of such term shall not be affected thereby. No delay or omission in exercising any right hereunder shall operate as a waiver of such right or any other right.

11. Notices . All notices expressly provided hereunder to be given by Administrative Agent to the Indemnitors and all notices and demands of any kind or nature whatsoever which the Indemnitors may be required or may desire to give to or serve on the Administrative Agent shall be in writing and shall be served by certified mail, return receipt requested, or by a reputable commercial overnight carrier that provides a receipt, such as Federal Express. Notice shall be addressed as follows:

The Indemnitors:		Phase II Mall Holding, LLC
		Phase II Mall Subsidiary, LLC
		Las Vegas Sands, Inc.
		Lido Casino Resort, LLC
		Venetian Casino Resort, LLC
		3355 Las Vegas Boulevard South
		Las Vegas, Nevada 89109
		Attn: General Counsel
		Telecopy No: (702) 414-4421

with a copy to:		Paul, Weiss, Rifkind, Wharton & Garrison
		1285 Avenue of the Americas, 24th Floor
		New York, New York, 10019-6064
		Attn: John Kennedy, Esq.
		Telecopy No: (212) 757-3990

Administrative Agent:		The Bank of Nova Scotia
		580 California Street, Suite 2100
		San Francisco, California 94104
		Attn: Allan Pendergast
		Telecopy No.: (415) 397-0791

with a copy to:		The Bank of Nova Scotia
		600 Peachtree Street, N.E.
		Atlanta, Georgia 30308
		Attn: Robert Ivy
		Telecopy No.: (404) 888-8998

12. Attorneys’ Fees and Expenses . If any Agent or Lender refers this Indemnity or any of the other Loan Documents to an attorney to enforce, construe or defend the same, as a consequence of any Event of Default (as such term is defined in the Construction Loan Agreement), with or without the filing of any legal action or proceeding, the Indemnitors shall pay to the Administrative Agent, immediately upon demand, the amount of all attorneys’ fees and costs incurred by the Administrative Agent in connection therewith, together with interest thereon from the date of award at the maximum interest rate applicable to overdue principal set forth in the Construction Loan Agreement

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IN WITNESS WHEREOF, this Indemnity is executed as of the day and year first above written.

The Indemnitors :

PHASE II MALL HOLDING LLC

By:	Lido Casino Resort Holding Company, LLC, its Manager

	By:	Lido Intermediate Holding Company, LLC, its managing member

		By:	Venetian Casino Resort, LLC, its sole member

			By:	Las Vegas Sands, Inc., its managing member

				By:	/s/ Harry Miltenberger
		Name:				Harry Miltenberger
		Title:				VP Finance, Secretary and Chief Accounting Officer

PHASE II MALL SUBSIDIARY, LLC

By:	Phase II Mall Holding, LLC, its sole member

	By:	Lido Casino Resort Holding Company, LLC, its Manager

		By:	Lido Intermediate Holding Company, LLC, its managing member

			By:	Venetian Casino Resort, LLC, its sole member

				By:	Las Vegas Sands, Inc., its managing member

					By:	/s/ Harry Miltenberger
							Name:	Harry Miltenberger
							Title:	VP Finance, Secretary and Chief Accounting Officer

S-1

LAS VEGAS SANDS, INC.

By:	/s/ Harry Miltenberger
	Name:	Harry Miltenberger
	Title:	VP Finance, Secretary and Chief Accounting Officer

LIDO CASINO RESORT, LLC

By:	Lido Intermediate Holding Company, LLC, itsmanaging member

	By:	Venetian Casino Resort, LLC, its sole member

	By:		Las Vegas Sands, Inc., its managing member
			By:	/s/ Harry Miltenberger
				Name:	Harry Miltenberger
				Title:	VP Finance, Secretary and Chief Accounting Officer

VENETIAN CASINO RESORT, LLC


By:	Las Vegas Sands, Inc., its managing member


	By:	/s/ Harry Miltenberger
	Name:	Harry Miltenberger
	Title:	VP Finance, Secretary and Chief Accounting Officer

S-2

Exhibit 10.60

ASSIGNMENT AND ASSUMPTION OF AGREEMENT
AND
FIRST AMENDMENT TO AGREEMENT

This ASSIGNMENT AND ASSUMPTION OF AGREEMENT AND FIRST AMENDMENT TO AGREEMENT (this “ Agreement ”), made this 30th day of September, 2004, by and between LIDO CASINO RESORT, LLC, a Nevada limited liability company, having an address at 3355 Las Vegas Boulevard South, Room 1C, Las Vegas, NV 89109 (“ Assignor ”), PHASE II MALL HOLDING, LLC, a Nevada limited liability company, having an address at 3355 Las Vegas Boulevard South, Room 1C, Las Vegas, NV 89109 (“ Assignee ”) and GGP LIMITED PARTNERSHIP, a Delaware limited partnership, with an address at 110 North Wacker Drive, Chicago, Illinois 60606 (“ Mall II Buyer ”).

W I T N E S S E T H:

WHEREAS, Assignor, as Developer, and Mall II Buyer entered into that certain Agreement dated as of April 12, 2004 (the “ Phase II Mall Sale Agreement ”) whereby Assignor agreed to construct a mixed use development on certain land in Las Vegas, Nevada and to convey a portion of such development consisting of a proposed mall with retail shops and restaurants to Mall II Buyer, all as more particularly described in the Phase II Mall Sale Agreement;

WHEREAS, Assignor desires to assign to Assignee its interest as Developer under the Phase II Mall Sale Agreement, and Assignee desires to accept such assignment and assume Assignor’s obligations under the Phase II Mall Sale Agreement, on and subject to the terms and conditions hereinafter set forth;

WHEREAS, Mall II Buyer wishes to consent to such assignment; and

WHEREAS, Assignor, Assignee and Mall II Buyer wish to amend the Phase II Mall Sale Agreement on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of Ten Dollars ($10.00) paid by Assignee to Assignor and the mutual covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

“The Phase II Mall is intended to consist of 94,640 square feet of Floor Area of Leasehold Mall Space (the “ Projected Leasehold Floor Area ”) and 346,500 square feet of Floor Area of Fee Mall Space (the “ Projected Fee Floor Area ”).”

“Developer shall have caused a commercial subdivision of the Palazzo Casino Resort in order to cause the Fee Mall Space (excluding the Casino Shops) to become one or more legal parcels which are separate and distinct from the Phase II Land and capable of being conveyed in fee simple.”

“Developer shall have formed Mall II LLC and conveyed Developer’s fee interest in the Fee Mall Space (excluding the Casino Shops) and Developer’s leasehold in the Leasehold Mall Space to Mall II LLC.”

“Developer shall bond or otherwise discharge of record, at Developer’s expense, any liens (excluding liens that are Permitted Encumbrances) filed against the Phase II Mall before or after the Closing by any contractor or subcontractor of Developer (or any other Persons claiming through or under Developer).”

[Signatures begin on the following page.]

IN WITNESS WHEREOF, Assignor, Assignee and Mall II Buyer have caused this Assignment and Assumption of Agreement and First Amendment to Agreement executed as of the date and year first above set forth.

ASSIGNOR :

LIDO CASINO RESORT, LLC

By:	Lido Intermediate Holding Company, LLC, its
	managing member

	By:	Venetian Casino Resort, its sole
		member

		By:	Las Vegas Sands, Inc., its
			managing member

			By:	/s/ HARRY MILTENBERGER
				Name:	HARRY MILTENBERGER
				Title:	VP FINANCE, SECRETARY & CHIEF ACCOUNTING OFFICER


[Signatures continue on the following page.]

(Signature Page)

[ASSIGNMENT AND ASSUMPTION OF AGREEMENT AND FIRST AMENDMENT TO AGREEMENT]

ASSIGNEE :

PHASE II MALL HOLDING, LLC

By:	Lido Casino Resort Holding Company, LLC,
	its Manager

		By:	Lido Intermediate Holding Company,
			LLC, its managing member

			By:	Venetian Casino Resort, its sole
				member

				By:	Las Vegas Sands, Inc., its
					managing member

					By:	/s/ HARRY MILTENBERGER
						Name:	HARRY MILTENBERGER
						Title:	VP FINANCE, SECRETARY & CHIEF ACCOUNTING OFFICER


	[Signatures continue on the following page.]

(Signature Page)

[ASSIGNMENT AND ASSUMPTION OF AGREEMENT AND FIRST AMENDMENT TO AGREEMENT]

MALL II BUYER :

GGP LIMITED PARTNERSHIP

By:	General Growth Partnership, Inc.


	By:	/s/ JOEL BEYER
		Name: JOEL BEYER
		Title: SENIOR VICE PRESIDENT

(Signature Page)

[ASSIGNMENT AND ASSUMPTION OF AGREEMENT AND FIRST AMENDMENT TO AGREEMENT]

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Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1 of our report dated January 30, 2004, except for Note 14-Segment Information, as to which the date is August 16, 2004 and except for the acquisition of Interface Group Holding Company, Inc., as to which the date is October 5, 2004, relating to the financial statements of Las Vegas Sands, Inc., which appears in such Registration Statement. We also consent to the use in this Registration Statement on Form S-1 of our report dated January 30, 2004, except for the acquisition of Interface Group Holding Company, Inc., as to which the date is October 5, 2004, relating to the financial statement schedule of Las Vegas Sands, Inc., which appears in such registration statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Las Vegas, Nevada
October 21, 2004

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

INTERFACE OPERATIONS LLC

LAS VEGAS SANDS, INC.

/s/ STEPHEN J. O'CONNOR
Stephen J. O'Connor
Title: Chief Financial Officer

/s/ BRADLEY H. STONE
Bradley H. Stone
Title: Executive Vice President