LIDO INTERMEDIATE HOLDING COMPANY, LLC LIMITED LIABILITY COMPANY AGREEMENT TABLE OF CONTENTSLimited Liability Company Agreement • December 12th, 1997 • Grand Canal Shops Mall Construction LLC • Delaware
GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnershipGrand Canal Shops Mall Construction LLC • February 12th, 1998
MANAGEMENT AGREEMENTManagement Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • Nevada
E N E R G Y S E R V I C E S A G R E E M E N T 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"),...Grand Canal Shops Mall Construction LLC • March 27th, 1998 • Nevada
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • New York
by and amongRegistration Rights Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • New York
EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement") is made on November 1, 1995 between Las Vegas Sands, Inc., a Nevada corporation having its principal place of business at 3355 Las Vegas Boulevard South, Las Vegas, Nevada, d/b/a Sands Hotel Casino...Employment Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • Nevada
VENETIAN CASINO RESORT, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT TABLE OF CONTENTSLimited Liability Company Agreement • December 12th, 1997 • Grand Canal Shops Mall Construction LLC • Nevada
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • New York
Landlord andAssumption Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • Nevada
EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement") is made on November 1, 1995 between Las Vegas Sands, Inc., a Nevada corporation having its principal place of business at 3355 Las Vegas Boulevard South, Las Vegas, Nevada, d/b/a Sands Hotel Casino...Employment Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • Nevada
CREDIT AGREEMENT DATED AS OF NOVEMBER 14, 1997Credit Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • New York
MORTGAGE NOTES PROCEEDS COLLATERAL ACCOUNT AGREEMENT This MORTGAGE NOTES PROCEEDS COLLATERAL ACCOUNT AGREEMENT (this "Agreement") is dated as of November 14, 1997, and entered into by and among LAS VEGAS SANDS, INC., a Nevada corporation ("LVSI"),...Account Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • New York
ARTICLE 2 THE MORTGAGE NOTESGrand Canal Shops Mall Construction LLC • February 12th, 1998 • Nevada
E N E R G Y S E R V I C E S A G R E E M E N T 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"),...Grand Canal Shops Mall Construction LLC • March 27th, 1998 • Nevada
betweenConstruction Agency Agreement • March 27th, 1998 • Grand Canal Shops Mall Construction LLC • Nevada
RECITALSCompany Security Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • Nevada
W I T N E S S E T H:Construction Management Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • Nevada
LAS VEGAS SANDS, INC., VENETIAN CASINO RESORT, LLC and GRAND CANAL SHOPS MALL CONSTRUCTION, LLC CREDIT AGREEMENT This CREDIT AGREEMENT is dated as of November 14, 1997 and entered into by and among LAS VEGAS SANDS, INC. ("LVSI"), a Nevada corporation,...Credit Agreement • March 27th, 1998 • Grand Canal Shops Mall Construction LLC • New York
AMENDED AND RESTATED SERVICES AGREEMENT AMENDED AND RESTATED SERVICES AGREEMENT (this "Agreement"), dated November 14, 1997, among Las Vegas Sands, Inc., a Nevada corporation ("LVSI"), Interface Holding Company, Inc., a Nevada corporation ("Holding...And Restated Services Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • Nevada
UNSECURED INDEMNITY AGREEMENT THIS UNSECURED INDEMNITY AGREEMENT (the "Indemnity") is entered into as of the 14th day of November, 1997, by LAS VEGAS SANDS, INC., a Nevada corporation ("LVSI"), VENETIAN CASINO RESORT, LLC, a Nevada limited liability...Unsecured Indemnity Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC
COMPLETION GUARANTY LOAN SUBORDINATED NOTEGrand Canal Shops Mall Construction LLC • February 12th, 1998
RECITALSMall Construction Subsidiary Security Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • Nevada
DISBURSEMENT COLLATERAL ACCOUNT AGREEMENT This DISBURSEMENT COLLATERAL ACCOUNT AGREEMENT (this "Agreement") is dated as of November 14, 1997 and entered into by and among LAS VEGAS SANDS, INC., a Nevada corporation ("LVSI"), VENETIAN CASINO RESORT,...Disbursement Collateral Account Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • New York
DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES AND SECURITY AGREEMENT MADE BYLeases and Security Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • Nevada
andCasino Lease • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • Nevada
TERM LOAN AND SECURITY AGREEMENT Dated as of December 22, 1997Term Loan and Security Agreement • March 27th, 1998 • Grand Canal Shops Mall Construction LLC • New York
ADDENDUMConsulting and Lease Brokerage Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • Nevada
Recording Requested by and Recorded Counterparts Should be Returned to: Sony Ben-Moshe, Esq. Latham & Watkins 701 B Street, Suite 2100 San Diego, California 92101 LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES AND SECURITY AGREEMENTLeases and Security Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • Nevada
WITNESSETH:Bank Environmental Indemnity • February 12th, 1998 • Grand Canal Shops Mall Construction LLC
amongTri-Party Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • New York
THIS SALE AND CONTRIBUTION AGREEMENT (this "Agreement") is made as of the 14th day of November, 1997 (the "Effective Date") by and among VENETIAN CASINO RESORT, LLC ("VCR"), a Nevada limited liability company having an address at 3355 Las Vegas...Punchlist Escrow Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • Nevada
COMPLETION GUARANTY COLLATERAL ACCOUNT AGREEMENT This COMPLETION GUARANTY COLLATERAL ACCOUNT AGREEMENT (this "Agreement") is dated as of November 14, 1997, and entered into by and between SHELDON G. ADELSON, an individual ("Pledgor"), and THE BANK OF...Completion Guaranty Collateral Account Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • New York
SUBSTITUTE TRANCHE B LOAN SUBORDINATED NOTEGrand Canal Shops Mall Construction LLC • February 12th, 1998
FUNDING AGENTS' DISBURSEMENT AND ADMINISTRATION AGREEMENTDisbursement and Administration Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • New York
