0001047469-04-031910 Sample Contracts

VENETIAN HOTEL SERVICE AGREEMENT
Service Agreement • October 25th, 2004 • Las Vegas Sands Corp • Hotels & motels • Nevada

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").

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AIRCRAFT TIME SHARING AGREEMENT
Aircraft Time Sharing Agreement • October 25th, 2004 • Las Vegas Sands Corp • Hotels & motels • Massachusetts

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").

ASSIGNMENT AND ASSUMPTION OF AGREEMENT AND FIRST AMENDMENT TO AGREEMENT
Assignment and Assumption of Agreement and First Amendment to Agreement • October 25th, 2004 • Las Vegas Sands Corp • Hotels & motels • Nevada

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”).

ADDENDUM TO SANDS RESORT HOTEL & CASINO AGREEMENT
Sands Resort Hotel & Casino Agreement • October 25th, 2004 • Las Vegas Sands Corp • Hotels & motels

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").

SECURITY AGREEMENT
Security Agreement • October 25th, 2004 • Las Vegas Sands Corp • Hotels & motels • Nevada

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).

MASTER DISBURSEMENT AGREEMENT among
Master Disbursement Agreement • October 25th, 2004 • Las Vegas Sands Corp • Hotels & motels • New York

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.

ENVIRONMENTAL INDEMNITY
Environmental Indemnity Agreement • October 25th, 2004 • Las Vegas Sands Corp • Hotels & motels

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.

ENVIRONMENTAL INDEMNITY
Environmental Indemnity Agreement • October 25th, 2004 • Las Vegas Sands Corp • Hotels & motels

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.

LAND CONCESSION AGREEMENT
Land Concession Agreement • October 25th, 2004 • Las Vegas Sands Corp • Hotels & motels
ENERGY SERVICES AGREEMENT AMENDMENT NO. 1
Energy Services Agreement • October 25th, 2004 • Las Vegas Sands Corp • Hotels & motels

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.

IMPROVEMENT PHASING AGREEMENT
Improvement Phasing Agreement • October 25th, 2004 • Las Vegas Sands Corp • Hotels & motels

THIS AGREEMENT is made and entered into on this 16th 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").

ENERGY SERVICES AGREEMENT between ATLANTIC-PACIFIC LAS VEGAS, LLC (Seller) and INTERFACE GROUP-NEVADA, INC. (Buyer)
Energy Services Agreement • October 25th, 2004 • Las Vegas Sands Corp • Hotels & motels • Nevada

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").

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