MANAGEMENT AGREEMENTManagement Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • Nevada
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...Services Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • Nevada
GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnershipLoan Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC
GRAND CANAL SHOPS MALL CONSTRUCTION, LLC LIMITED LIABILITY COMPANY AGREEMENT TABLE OF CONTENTSLimited Liability Company Agreement • December 12th, 1997 • Grand Canal Shops Mall Construction LLC • Delaware
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • New York
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
CREDIT AGREEMENT DATED AS OF NOVEMBER 14, 1997Credit 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
RECITALSSecurity Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • Nevada
DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES AND SECURITY AGREEMENT MADE BYDeed of Trust • 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
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
COMPLETION GUARANTY LOAN SUBORDINATED NOTESubordinated Note • February 12th, 1998 • Grand Canal Shops Mall Construction LLC
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
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
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...Sale and Contribution 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
Sheldon G. Adelson c/o Las Vegas Sands, Inc. 3355 Las Vegas Boulevard South Las Vegas, Nevada 89109Loan Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC
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
WITNESSETH:Indemnification & Liability • February 12th, 1998 • Grand Canal Shops Mall Construction LLC
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"),...Energy Services Agreement • March 27th, 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
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"),...Mortgage Notes Proceeds Collateral Account Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • New York
andCasino Lease • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • Nevada
COMPLETION GUARANTY THIRD-PARTY ACCOUNT AGREEMENT This COMPLETION GUARANTY THIRD-PARTY ACCOUNT AGREEMENT (this "Agreement") is dated as of November 14, 1997 and entered into by and among SHELDON G. ADELSON, an individual ("Pledgor"), THE BANK OF NOVA...Completion Guaranty Third-Party Account Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • New York
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
MORTGAGE NOTES PROCEEDS THIRD-PARTY ACCOUNT AGREEMENT This MORTGAGE NOTES PROCEEDS THIRD-PARTY 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"),...Mortgage Notes Proceeds Third-Party Account Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • New York
Landlord andAirspace/Ground Lease • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • Nevada
ARTICLE 2 THE MORTGAGE NOTESIndenture • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • Nevada
ADDENDUMAddendum • 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 AGREEMENTLeasehold Deed of Trust, Assignment of Rents and Leases and Security Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • Nevada
amongTri-Party Agreement • February 12th, 1998 • Grand Canal Shops Mall Construction LLC • New York
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
