EXCHANGE AGENT AGREEMENTExchange Agent Agreement • June 7th, 2005 • Venetian Casino Resort LLC • Hotels & motels • New York
Las Vegas Sands Corp., a Nevada corporation (the “Issuer”), proposes to make an offer (the “Exchange Offer”) to exchange all of its outstanding 6.375% Senior Notes due 2015 (the “Initial Notes”) for its 6.375% Senior Notes due 2015 that are registered under the Securities Act of 1933, as amended (the “Exchange Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated June , 2005 (the “Prospectus”), proposed to be distributed to all record holders of the Initial Notes. The Initial Notes and the Exchange Notes are collectively referred to herein as the “Notes”.
LIDO CASINO RESORT, LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • June 7th, 2005 • Venetian Casino Resort LLC • Hotels & motels • Nevada
This Limited Liability Company Agreement (this “Agreement”) of Lido Casino Resort, LLC, a Nevada limited liability company (the “Company”), dated as of November 14, 1997, is adopted and entered into by Lido Casino Resort Holding Company, LLC, a Delaware limited liability company (“Lido Resort Holding”), as managing member (“Managing Member”) and as non-managing member (“Non-Managing Member”) (a “Member” and collectively, with all other Persons who from time to time become Members pursuant to this Agreement, the “Members”), pursuant to and in accordance with the Nevada Limited Liability Company Act, Nev. Rev. Stat. §§ 86.011 to 86.571, as amended from time to time (the “Act”), and the terms of this Agreement.
