10-Q

UNITED STATES SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2005

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period from                      to                     

Commission File Number 001-32373

LAS VEGAS SANDS CORP.

(Exact name of registration as specified in its charter)

Nevada	27-0099920
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3355 Las Vegas Boulevard South Las Vegas, Nevada	89109
(Address of principal executive offices)	(Zip Code)

(702) 414-1000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes ¨ No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

¨ Yes x No

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of May 12, 2005

Class	Outstanding at May 12, 2005
Common Stock ($0.001 par value)	354,160,692 shares

LAS VEGAS SANDS CORP.

Table of Contents

Part I

FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)
	Consolidated Balance Sheets At March 31, 2005 and December 31, 2004	1
	Consolidated Statements of Operations for the Three Months Ended March 31, 2005 and March 31, 2004	2
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and March 31, 2004	3
	Condensed Notes to Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	38
Item 4.	Controls and Procedures	40
Part II
OTHER INFORMATION
Item 1.	Legal Proceedings	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 6.	Exhibits	42
	Signatures	44

ii

ITEM 1 – CONSOLIDATED FINANCIAL STATEMENTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)

	March 31, 2005		December 31, 2004
ASSETS
Current assets:
Cash and cash equivalents	$	799,611	$	1,294,898
Restricted cash and cash equivalents		22,771		20,528
Accounts receivable, net		75,759		56,582
Inventories		8,334		8,010
Deferred income taxes		47,131		13,311
Prepaid expenses		14,434		11,797
Total current assets		968,040		1,405,126
Property and equipment, net		1,889,251		1,756,090
Deferred offering costs, net		40,877		52,375
Restricted cash and cash equivalents		359,184		356,946
Deferred income taxes		8,328		425
Other assets, net		32,240		30,516
	$	3,297,920	$	3,601,478
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	26,527	$	33,383
Construction payables		89,501		87,376
Construction payables-contested		7,232		7,232
Accrued interest payable		4,492		9,187
Other accrued liabilities		156,589		170,518
Current maturities of long-term debt		64,033		304,864
Total current liabilities		348,374		612,560
Other long-term liabilities		8,173		9,033
Deferred gain on sale of Grand Canal Shops		70,727		71,593
Deferred rent from Grand Canal Shops transaction		106,920		107,227
Long-term debt		1,433,676		1,485,064
		1,967,870		2,285,477
Stockholders’ equity:
Common stock, $.001 par value, 1,000,000,000 shares authorized, 354,160,692 and 354,160,692 shares issued and outstanding		354		354
Capital in excess of par value		963,322		956,385
Retained earnings		366,374		359,262
		1,330,050		1,316,001
	$	3,297,920	$	3,601,478

The accompanying notes are an integral part of these consolidated financial statements.

1

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Consolidated Statements of Operations

(In thousands, except share and per share data)

(Unaudited)

	Three Months Ended March 31,
	2005			2004
Revenues:
Casino	$	265,786		$	94,708
Rooms		86,077			85,367
Food and beverage		43,489			32,655
Retail and other		28,454			40,216
		423,806			252,946
Less-promotional allowances		(20,012	)		(13,760	)
Net revenues		403,794			239,186
Operating expenses:
Casino		131,953			36,591
Rooms		21,115			20,041
Food and beverage		20,965			15,493
Retail and other		14,376			16,043
Provision for doubtful accounts		3,386			3,244
General and administrative		45,773			36,393
Corporate expense		10,882			2,501
Rental expense		3,705			2,654
Pre-opening expense		—			7,843
Development expense		5,175			536
Depreciation and amortization		19,965			15,527
Loss on disposal of assets		1,163			24
		278,458			156,890
Operating income		125,336			82,296
Other income (expense):
Interest income		7,394			456
Interest expense, net of amounts capitalized		(27,083	)		(32,827	)
Other expense		—			(9	)
Loss on early retirement of debt		(132,834	)		—
Income (loss) before income taxes		(27,187	)		49,916
Income tax benefit		34,299			—
Net income	$	7,112		$	49,916
Basic earnings per share	$	0.02		$	0.15
Diluted earnings per share	$	0.02		$	0.15
Dividends declared per share	$	—		$	0.02
Weighted average shares outstanding:
Basic		354,160,692			324,658,394
Diluted		355,029,968			325,190,459
Pro forma data (reflecting change in tax status):
Net income before income taxes				$	49,916
Provision for income taxes					(17,516	)
Net income				$	32,400
Pro forma net income per share of common stock (reflecting change in tax status):
Basic				$	0.10
Diluted				$	0.10

The accompanying notes are an integral part of these consolidated financial statements.

2

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)

	Three Months Ended March 31,
	2005			2004
Cash flows from operating activities:
Net income	$	7,112		$	49,916
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		19,965			15,527
Amortization of debt offering costs and original issue discount		2,723			2,335
Amortization of deferred revenue		(1,173	)		—
Loss on early retirement of debt		132,834			—
Loss on disposal of assets		1,163			24
Provision for doubtful accounts		3,386			3,244
Changes in operating assets and liabilities:
Accounts receivable		(22,563	)		(14,278	)
Inventories		(324	)		72
Prepaid expenses		(2,637	)		(1,169	)
Deferred income taxes		(34,299	)		—
Other assets		(1,724	)		(5,273	)
Accounts payable		(5,856	)		1,363
Accrued interest payable		(4,695	)		23,378
Other accrued liabilities		(14,789	)		(13,839	)
Net cash provided by operating activities		79,123			61,300
Cash flows from investing activities:
Change in restricted cash		(4,481	)		37,587
Increase in receivables from stockholders		—			(196	)
Capital expenditures		(152,164	)		(91,856	)
Net cash used in investing activities		(156,645	)		(54,465	)
Cash flows from financing activities:
Dividends paid to shareholders		(21,052	)		(5,003	)
Repayments on 11% mortgage notes		(843,640	)		—
Proceeds from 6.375% senior notes, net of discount		247,754			—
Repayments on senior secured credit facility-term A-prior		—			(1,667	)
Repayments on senior secured credit facility-term B-prior		—			(625	)
Proceeds from senior secured credit facility-term B		305,000			—
Proceeds from Venetian Intermediate credit facility		—			10,000
Repayments on Interface Nevada note payable		—			(1,580	)
Repayments on Interface mortgage note payable		(1,334	)		—
Repurchase premiums incurred in connection with refinancing transactions		(93,289	)		—
Transaction costs, initial public offering		(487	)		—
Payments of debt offering costs		(10,717	)		(188	)
Net cash provided by (used in) financing activities		(417,765	)		937
Increase (decrease) in cash and cash equivalents		(495,287	)		7,772
Cash and cash equivalents at beginning of period		1,294,898			152,793
Cash and cash equivalents at end of period	$	799,611		$	160,565
Supplemental disclosure of cash flow information:
Cash payments for interest	$	33,139		$	7,719
Property and equipment asset acquisitions included in construction accounts payable	$	89,501		$	43,862
Property and equipment acquisitions included in accounts payable	$	1,000		$	—
Declared and unpaid dividends included in accrued liabilities	$	—		$	7,104
Non cash tax benefit from stock option exercises included in deferred income taxes	$	7,424		$	—

The accompanying notes are an integral part of these consolidated financial statements.

3

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND BUSINESS OF COMPANY

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2004. 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 2004 financial statements have been reclassified to conform to the 2005 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 condensed consolidated financial statements are not necessarily indicative of expected results for the full year.

Las Vegas Sands Corp. (“LVSC”) was incorporated in Nevada during August 2004 and completed an initial public offering of its common stock on December 20, 2004. Immediately prior to the initial public offering LVSC acquired 100% of the capital stock of Las Vegas Sands, Inc. The acquisition of Las Vegas Sands, Inc. by LVSC has been accounted for as a reorganization of entities under common control, in a manner similar to pooling-of-interests. LVSC is traded on the NYSE under the symbol LVS.

Las Vegas Properties

LVSC and its subsidiaries (collectively, the “Company”) own and operate the Venetian Hotel Resort Casino (the “Venetian Casino Resort”), a Renaissance Venice-themed resort situated on the Las Vegas Strip (the “Strip”). The Venetian Casino Resort is located across from The Mirage and the Treasure Island Hotel and Casino. The Venetian Casino Resort includes the first all-suites hotel on the Strip with 4,027 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 Grand Canal Shops” or the “Mall”), which was sold to a third party in 2004; 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 “Sands Expo Center”). 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 Venetian Casino Resort, which will be situated on a 14-acre site situated adjacent to the Venetian Casino Resort and the Sands Expo Center and across Sands Boulevard from the Wynn Las Vegas Resort. The Palazzo is expected to 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.

Macao Projects

We also own and operate the Sands Macao, a Las Vegas-style casino in Macao. We opened the Sands Macao on May 18, 2004. In addition to the Sands Macao, we are also constructing the Venetian Macao Hotel Resort Casino (the “Venetian Macao Resort”), an all-suites hotel, casino, and convention center complex, with a Venetian-style theme similar to that of our Las Vegas property. Under our gaming subconcession in Macao, we are obligated to develop and open the Venetian Macao 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 $529.1 million at exchange rates in effect on March 31, 2005) in various development projects in Macao by June 2009. We expect that the cost of the Sands Macao and the construction of the Venetian Macao Resort will satisfy these investment obligations but we will need an extension of the June 2006 construction deadline for the Venetian Macao Resort, which we currently expect to open in the first quarter of 2007. Unless we obtain an extension, we will lose our right to continue to operate the Sands Macao or any other facilities development under our Macao gaming subconcession.

4

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 – ORGANIZATION AND BUSINESS OF COMPANY (Continued)

Subsidiaries

The consolidated financial statements include the accounts of LVSC and its subsidiaries (the “Subsidiaries”), including Las Vegas Sands, Inc. (“LVSI” or “Las Vegas Sands Opco”), Venetian Casino Resort, LLC (“Venetian”), Interface Group-Nevada, Inc. (“Interface”), Interface Group Holding Company, Inc., Interface Group-Nevada Parent, Inc., Interface Employee Leasing, LLC (“IEL”), Mall Intermediate Holding Company, LLC (“Mall Intermediate”), Grand Canal Shops Mall Subsidiary, LLC (the “New Mall Subsidiary”), Grand Canal Shops Mall MM Subsidiary, Inc., Venetian Hotel Operations, LLC (“Mall Construction”), Las Vegas Sands (Wolverhampton) Limited, Las Vegas Sands (Stoke City) Limited, Las Vegas Sands (Sunderland City) Limited, Las Vegas Sands (Ibrox) Limited, Las Vegas Sands, (Sheffield) Limited, Las Vegas Sands (Murrayfield) Limited, Las Vegas Sands (Reading) Limited, Las Vegas Sands (UK) Limited, 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., Sands Pennsylvania, Inc., Phase II Mall Holding, LLC, Phase II Mall Subsidiary, LLC, 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 Global Holdings Limited, Venetian Macao Finance Company, VI Limited, Venetian Macao Limited (“Venetian Macao”), Venetian Cotai Limited, Venetian Marketing, Inc. (“Venetian Marketing”), Venetian Far East Limited, Venetian Operating Company, LLC (“Venetian Operating”), Venetian Resort Development Limited, and Yona Venetian, LLC (“Yona”) (collectively, and including all other direct and indirect subsidiaries of LVSC, the “Company”). Each of LVSC 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 4 – Long-Term Debt.”

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”), which supersedes FASB Opinion No. 25, “Accounting for Stock Issued to Employees”. This statement requires compensation costs related to share based payment transactions to be recognized in financial statements. The provisions of this statement are effective as of the first annual reporting period that begins after January 1, 2006. This statement requires public entities to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). This cost will be recognized over the period during which an employee is required to provide service in exchange for the award. This statement also addresses the accounting for the tax effects of share-based compensation awards. We currently expect to adopt this standard on that date using a Black-Scholes model. Under the Black-Scholes model, we expect to expense the cost of share-based compensation awards issued after January 1, 2006. Additionally, we expect to recognize compensation cost for the portion of awards outstanding on January 1, 2006 for which the requisite service has not been rendered as the requisite service is rendered on or after January 1, 2006. We are currently evaluating the provisions of SFAS 123R to determine its impact on our future financial statements.

5

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2 – STOCKHOLDERS’ EQUITY AND PER SHARE DATA (Continued)

The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings per share consisted of the following:

	Three Months Ended March 31,
	2005	2004
Weighted-average common shares outstanding (used in the calculation of basic earnings per share)	354,160,692	324,658,394
Potential dilution from stock options	869,276	532,065
Weighted-average common and common equivalent shares (used in the calculations of diluted earnings per share)	355,029,968	325,190,459

A summary of the status of the Company’s stock option plan is presented below:

Three Months Ended March 31, 2005	Shares		Weighted Average Exercise Price
Outstanding at the beginning of period	3,170,105		$	21.67
Granted	22,820			47.16
Exercised	(931,115	)		5.64
Terminated	(91,000	)		29.00
Outstanding at end of period	2,170,810		$	28.50
Exercisable at end of period	53,207		$	1.02

The Company has elected to follow Accounting Principles Board Opinion No. 25 “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.

6

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2 – STOCKHOLDERS’ EQUITY AND PER SHARE DATA (Continued)

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 adjusted to the following pro forma amounts (dollars in thousands, except per share data):

	Three Months Ended March 31,
	2005			2004
Net income, as reported	$	7,112		$	49,916
Less: Stock-based employee compensation expense determined under the Black Scholes option-pricing model, net of tax		(806	)		—
Pro forma net income	$	6,306		$	49,916
Basic earnings per share, as reported	$	0.02		$	0.15
Basic earnings per share, pro-forma	$	0.02		$	0.15
Diluted earnings per share, as reported	$	0.02		$	0.15
Diluted earnings per share, pro-forma	$	0.02		$	0.15

The estimated grant date fair value of options granted during the three months ended March 31, 2005 was $19.49 per share and was computed using the Black Scholes option-pricing model with the following weighted average assumptions: risk free interest rate of 3.86%; no expected dividend yields; expected volatility of 35.29% and expected life of 6 years.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment consists of the following (in thousands):

	March 31, 2005			December 31, 2004
Land and land improvements	$	177,064		$	170,056
Building and improvements		1,235,124			1,239,291
Equipment, furniture, fixtures and leasehold improvements		306,139			297,287
Construction in progress		461,071			319,640
		2,179,398			2,026,274
Less: accumulated depreciation and amortization		(290,147	)		(270,184	)
	$	1,889,251		$	1,756,090

During the three months ended March 31, 2005 and 2004, the Company capitalized interest expense of $4.1 million and $1.2 million, respectively.

7

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4 – LONG-TERM DEBT

Long-term debt consists of the following (in thousands):

	March 31, 2005			December 31, 2004
Indebtedness of the Company and its Subsidiaries other than the Macao Subsidiaries:
11% Mortgage Notes	$	—		$	843,640
Senior Secured Credit Facility – Term B		970,000			665,000
FF&E Credit Facility		12,000			12,000
Interface Mortgage Loan		97,955			99,288
6.375% Senior Notes		247,754			—
Indebtedness of the Macao Subsidiaries:
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		50,000			50,000
		1,497,709			1,789,928
Less: current maturities		(64,033	)		(304,864	)
Total long-term debt	$	1,433,676		$	1,485,064

Refinancing 2005 Transactions

On June 4, 2002, the Company issued $850.0 million in aggregate principal amount of 11.0% mortgage notes due 2010 (the “Mortgage Notes”) and on August 20, 2004, LVSI and Venetian entered into a $1.010 billion Senior Secured Credit Facility (the “Prior Senior Secured Credit Facility”).

On February 1, 2005, the Company closed the exercise of an equity claw back under the Mortgage Notes indenture pursuant to which the Company retired $291.1 million of the Mortgage Notes and paid $32.0 million of redemption premiums with the proceeds from its initial public offering.

On February 10, 2005, the Company sold in a private placement transaction $250.0 million in aggregate principal amount of its 6.375% Senior Notes due 2015 (the “Senior Notes”) with an original issue discount of $2.3 million. Net proceeds after offering costs and original issue discount were $244.8 million.

On February 22, 2005, LVSI and Venetian amended and restated their $1.010 billion Prior Senior Secured Credit Facility. The amended Senior Secured Credit Facility consists of a $970.0 million funded term loan, a $200.0 million Term B Delayed Draw Facility available until August 20, 2005 and a $450.0 million revolving credit facility.

On February 22, 2005, LVSI and Venetian retired $542.3 million in aggregate principal amount of their Mortgage Notes pursuant to a tender offer plus a make-whole premium and accrued interest of $90.3 million, with proceeds from the Senior Notes offering, initial public offering cash on hand and proceeds from the amended Senior Secured Credit Facility. On March 24, 2005, LVSI and Venetian redeemed the remaining $10.2 million aggregate principal amount of the outstanding 11% Mortgage Notes plus a make-whole premium and accrued interest of $1.7 million with cash on hand.

The Company incurred a charge of $132.8 million for loss on early retirement of indebtedness during the first quarter of 2005 as a result of retiring the 11% Mortgage Notes.

On May 13, 2005, we called the Venetian Macao Senior Secured Notes for redemption at 100% of their principle amount plus accrued but unpaid interest to their redemption on May 23, 2005.

8

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4 – LONG-TERM DEBT (Continued)

6.375% Senior Notes

On February 10, 2005, the Company sold the Senior Notes. The Senior Notes will mature on February 15, 2015. The Company has the option to redeem all or a portion of the Senior Notes at any time prior to February 15, 2010 at a “make-whole” redemption price. Thereafter, the Company has the option to redeem all or a portion of the Senior Notes at any time at fixed prices that decline over time. In addition, before February 15, 2008, the Company may redeem up to 35% of the aggregate principal amount of the Senior Notes with the proceeds of certain equity offerings at a redemption price equal to 106.375% of the principal amount of the Senior Notes. The Senior Notes are unsecured senior obligations of the Company and are jointly and severally guaranteed on a senior unsecured basis by certain of the Company’s existing domestic subsidiaries (including LVSI and Venetian). The Senior Notes indenture contains covenants that, subject to certain exceptions and conditions, limit the ability of the Company and the subsidiary guarantors to enter into sale and leaseback transactions in respect of their principal properties, create liens on their principal properties and consolidate, merge or sell all or substantially all their assets.

On February 10, 2005, the Company, the subsidiary guarantors (including LVSI and Venetian) and the initial purchasers of the Senior Notes also entered into a registration rights agreement. Under the registration rights agreement, the Company and each subsidiary guarantor granted certain exchange and registration rights to the holders of the Senior Notes.

Senior Secured Credit Facility

On February 22, 2005, LVSI and Venetian entered into an amended senior secured credit facility with a syndicate of lenders in an aggregate amount of $1.620 billion (the “Senior Secured Credit Facility”). The Senior Secured Credit Facility amended the Prior Senior Secured Credit Facility and provides for a $970.0 million single draw senior secured term loan facility (the “Term B Facility”), a $200.0 million senior secured delayed draw facility (the “Term B Delayed Draw Facility”) required to be drawn within six months; and a $450.0 million senior secured revolving facility (the “Revolving Facility”). The proceeds from the Term B Facility of $970.0 million were used to pay the Prior Senior Secured Credit Facility term B loans in an aggregate amount of $665.0 million and $305.0 million was used to retire the Mortgage Notes.

The Term B Facility and Term B Delayed Draw Facility mature on June 15, 2011 and when fully drawn are subject to quarterly amortization payments in the amount of $2.5 million from the first full fiscal quarter following substantial completion of the Palazzo until June 30, 2010, followed by an estimated four equal quarterly amortization payments of approximately $235.6 million each until the maturity date. The Revolving Facility matures on August 20, 2010 and has no interim amortization. No amounts had been drawn under the Revolving Facility as of March 31, 2005. However, 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 potential cost overruns of the Macao Casino as further described in Note 5. This guarantee is supported by a $10.0 million letter of credit under the revolving facility. As a result of the issuance of these letters of credit, the amount available for working capital loans under the Revolving Facility is $390.0 million as of March 31, 2005. No amounts have been drawn under the Term B Delayed Facility as of March 31, 2005.

9

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4 – LONG-TERM DEBT (Continued)

The indebtedness under the amended Senior Secured Credit Facility is guaranteed by certain of the Company’s domestic subsidiaries (the “Guarantors”). The obligations under the amended Senior Secured Credit Facility and the guarantees of the Guarantors are secured by a first-priority security interest in substantially all of the Company’s and Guarantors’ assets, other than capital stock. Borrowings under the term loan facilities and revolving loan facilities bear interest, at the Company’s option, at either an adjusted Eurodollar rate or at an alternative base rate, plus a spread of 1.75% or 0.75%, respectively, which spreads will decrease by 0.25% if the loans achieve a rating of Ba2 or higher by Moody’s and BB or higher by S&P subject to certain additional conditions. The amended Senior Secured Credit Facility contains certain covenants and events of default customary for such financings.

The average interest rate for the Senior Secured Credit Facility was 4.55% during the three months ended March 31, 2005.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

Construction Litigation

The following disclosure summarizes our previous disclosure regarding this matter and discusses recent developments since the filing of our Annual Report on Form 10-K for the year ended December 31, 2004.

The construction of the principal components of the Venetian Casino Resort was undertaken by Lehrer McGovern Bovis, Inc. (“Bovis”) pursuant to a construction management agreement, as amended. Bovis’ obligations were guaranteed by its corporate parent companies. In 1999, Venetian Casino Resort, LLC filed a complaint against Bovis in the United States District Court for the District of Nevada relating to the construction of the Venetian Casino Resort. In response, Bovis filed a complaint against Venetian Casino Resort, LLC in the District Court of Clark County, Nevada (the “State Court Action”). Commencing in 2000, the construction manager and we engaged in certain arbitration proceedings ordered by the federal court.

In connection with these disputes, Bovis and its subcontractors filed certain mechanics liens against the Venetian Casino Resort. We have purchased surety bonds for virtually all of the claims underlying these liens. 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. It is likely to take a significant amount of time for their validity to be judicially determined.

We have purchased an insurance policy for loss coverage in connection with all litigation relating to the construction of the Venetian Casino Resort (the “Insurance Policy”). Under the Insurance Policy, we will self-insure the first $45.0 million of covered losses (excluding defense costs) and the insurer will insure defense costs and other covered losses up to the next $80.0 million. Approximately $26.6 million of the $80.0 million of policy limits has been utilized to date in connection with the litigation. The Insurance Policy provides coverage (subject to certain exceptions) for amounts determined in the construction litigation to be owed to Bovis or its subcontractors, and lien claims of, or acquired by, Bovis as well as any defense costs. The principal exclusions from coverage are lien claims of Bovis’ subcontractors against us (“Direct Claims”) and certain claims relating to infrastructure for the Palazzo, which is currently under construction (“Lido Claims”). Up to $36.5 million in Direct Claims and $8.5 million in Lido Claims can be applied to satisfaction of the $45 million self-insured retention under the Insurance Policy.

After trial in the State Court Action, the jury awarded Bovis approximately $44.0 million in damages and awarded us approximately $2.0 million in damages. 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.

10

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5 – COMMITMENTS AND CONTINGENCIES (Continued)

In May 2005, we entered into a settlement agreement with Midwest Drywall Company, one of the sub-contractors, which brought a Direct Claim. Upon satisfaction of certain conditions, including the Bovis state court trial judge agreeing to offset the principal and interest payments made by us to Midwest against the Bovis jury award and interest thereon, respectively, in the state court action, we will pay Midwest $5.3 million cash in full settlement of the claims against us by the sub-contractor. The judge is expected to rule on the proposed offset in the next several weeks. This payment, if made, will be credited toward our self-insured retention under the Insurance Policy, along with other payments for Direct Claims, up to an aggregate of $36.5 million. If the total amount paid by the Company to settle Direct Claims exceeds the final judgment in favor of Bovis at the conclusion of all arbitrations and appeal, the Nevada lien statutes would entitle us to recover back from Bovis that portion of the Direct Claim payments in excess of the amounts determined to be owed to Bovis. Bovis’ obligations to pay back these amounts to the Company is guaranteed by its former parent company, the Peninsular and Oriental Steam Navigation Company.

Notwithstanding the entry of judgment in the State Court Action, we have continued to pursue certain claims in the arbitration proceedings, which we believe may provide a basis for reducing the amount awarded to Bovis 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 for unpaid construction costs and which have not yet been paid pending outcome of the litigation.

Based on the 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 (the original verdict of $42.0 million plus $28.0 million, representing all remaining indemnity claims and arbitration matters) if we were to lose all remaining arbitration matters and related pending actions and appeals that counsel has advised are possible of loss, and that are not already included in the State Court Action. Such range of loss is before attorneys’ fees, costs and interest, which were awarded by the Court by Orders in March 2005 in the amount of $19.7 million in prejudgment interest, $9.2 million in costs and $9.6 million in attorneys’ fees. Substantially all of our attorneys’ fees and costs related to the defense and prosecution of claims arising out of this matter are being paid by the Insurance Policy.

There are three ways the state court judgment may change before it can be executed on by Bovis. First, if we are successful in proving our remaining claims in the federal court ordered arbitrations, the arbitration credit awards, in total, could, in our opinion, offset up to $28.0 million of the verdict. Second, we believe that certain elements of the verdict should be preempted because they are duplicative of items ordered to arbitration by federal court before the state court jury trial began. It is our position that the arbitration awards should be substituted for the portions of the verdict which overlap. In a March 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. Third, any amounts of principal and interest which we are obligated to pay to Bovis’ sub-contractors as a result of the Direct Claims for which we do not receive indemnity from Bovis should, in our opinion, be offset against principal and interest awarded in the state court judgment.

11

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5 – COMMITMENTS AND CONTINGENCIES (Continued)

From the summer of 2000 to the present, we actively defended approximately 25 Direct Claims lawsuits in Nevada State Court brought by various Bovis sub-contractors, which brought claims directly against us for monies due the sub-contractors from Bovis as permitted by Nevada lien law, pre- and post-judgment interest on such amounts and related claims. Four Direct Claim trials ended in judgments in favor of the sub-contractors in the aggregate amounts of approximately $15.2 million including awarded interest, costs and attorneys’ fees, but not inclusive of post judgment interest which continues to accrue, but if paid, should be deductible from any post judgment interest due Bovis on its judgment. We are appealing all of these judgments. We cannot predict the outcomes of our appeals at this time. Our costs of appeal are being paid by the Insurance Policy and payments, if any, we make following the conclusion of the appeals will be credited toward our self-insured retention under the Insurance Policy, along with other payments relating to Direct Claims, up to an aggregate of $36.5 million.

A number of additional Direct Claims are scheduled for trial in the next 12 months. We intend to vigorously defend against each of these claims and cannot predict the outcomes of these matters at this time. Our defense costs in these matters are being paid by the Insurance Policy.

Because of the possibility of offsetting credits that may be awarded in the arbitrations described above and the elimination of duplicative claims through the substitution of arbitration awards, and/or payments in connection with the Direct Claims, for the State Court Action verdict, no single amount within our estimated range of any loss from this matter 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.

Interface Nevada Litigation

The following disclosure summarizes our previous disclosure regarding this matter and discusses recent developments since the filing of our Annual Report on Form 10-K for the year ended December 31, 2004.

In 2003, Bear Stearns Funding, Inc. filed a lawsuit against Interface Group-Nevada seeking damages for alleged breach of contract in the amount of approximately $1.5 million, plus interest and costs. Interface Group-Nevada has asserted counter-claims against the plaintiff that seek damages in an amount of not less than $1.5 million. Plaintiff filed a motion for summary judgment on the complaint and on March 21, 2005, the motion was denied in part and granted in part. The court denied plaintiff’s request for judgment on the complaint and granted plaintiff’s request to dismiss several, but not all, of defendant’s counterclaims. Discovery in this matter has commenced. We are currently not able to determine the probability of the outcome of this matter.

Litigation Relating to Macao Casino

The following disclosure summarizes our previous disclosure regarding this matter and discusses recent developments since the filing of our Annual Report on Form 10-K for the year ended December 31, 2004.

In October 15, 2004, Richard Suen and Round Square Company Limited filed an action against LVSC, LVSI, Sheldon Adelson, and William Weidner in the District Court of Clark County, Nevada, asserting a breach of an alleged agreement to pay a success fee of $5 million and 2% of the net profit from the Company’s Macao resort operations to the plaintiffs as well as other related claims. We intend to defend this matter vigorously. In March 2005, LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties. The remaining defendants are required to file an answer within 30 days after service of an amended compliant by Plaintiffs. Plaintiffs have not filed an amended complaint to date. This action is in a preliminary stage and the Company’s legal counsel is currently not able to determine the probability of the outcome of this action.

The Company is involved in other litigation arising in the normal course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the Company’s financial position, results of operations or cash flows.

12

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5 – COMMITMENTS AND CONTINGENCIES (Continued)

Macao Casino Projects

In 2002 Galaxy Casino Company Limited, a consortium of Macao and Hong Kong-based investors (“Galaxy”) and our subsidiary Venetian Macao entered into a subconcession agreement which was recognized and approved by the Macao government and allows Venetian Macao to develop and operate casino projects, including the Macao Casino, separately from Galaxy. The Macao Casino opened on May 18, 2004.

In addition to the Macao Casino, the Company is constructing the Venetian Macao 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 Venetian Macao Resort by June 2006 and invest, or cause to be invested, at least 4.4 billion Patacas (approximately $529.1 million at exchange rates in effect on March 31, 2005) in various development projects in Macao 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 Macao government. It is expected that the construction and development costs of the Venetian Macao Resort will satisfy the remainder of this obligation, but the Company will need an extension of the June 2006 construction deadline for the Venetian Macao Resort, which it currently expects to open in the first quarter of 2007. Unless we obtain an extension, we may lose our right to continue to operate the Sands Macao or any other facilities developed under the subconcession. 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 $60.1 million at exchange rates in effect on March 31, 2005) of Venetian Macao’s legal and contractual obligations to the Macao government until March 31, 2007. There is a junior lien on Venetian Macao’s rights over the land upon which the Sands Macao is constructed in Macao to support the guarantee 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.

Phase II Mall

The Company formed the Phase II Mall Subsidiary on July 1, 2004 to develop and construct the Phase II Mall. In connection with the 2004 sale of the Mall, the Company entered into an agreement with General Growth Properties (the “Mall purchaser”) to construct and sell the Phase II Mall for an amount equal to the greater of (i) $250.0 million; and (ii) the Phase II Mall’s net operating income divided by a capitalization rate. The capitalization rate is 6.0% up to $38.0 million and 8.0% above $38.0 million. The Phase II Mall will be constructed using the proceeds of the $250.0 million Phase II Mall construction loan (the “Phase II Mall Construction Loan”) (See “Note 4 – Long Term Debt”) and an approximately $30.0 million investment from the Company.

Dividends

Our subsidiary Las Vegas Sands Opco declared and accrued dividends of $21.1 million in 2004 that were paid during January 2005. These dividends represented tax distributions to shareholders during 2004. The tax distributions were permitted under existing debt instruments while Las Vegas Sands Opco was a subchapter S corporation. During the three months ending March 31, 2005, the Company declared no dividends to its stockholders. The Company’s debt agreements, generally restrict payments of cash dividends. However, the debt agreements allow for this tax distribution to stockholders.

13

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6 – SEGMENT INFORMATION

The Company reviews the results of operations based on the following distinct segments, which are the Venetian Casino Resort on the Las Vegas Strip, the Sands Expo Center in Las Vegas, and the Sands Macao in Macao. The Company’s segments are based on geographic locations (Las Vegas and Macao) or on the type of business (casino resort or convention operations). The Company’s segment information is as follows for the three month periods ended March 31, 2005 and 2004 (in thousands):

	Three Months Ended March 31,
	2005			2004
Net Revenues
Venetian Casino Resort	$	209,905		$	220,001
Expo Center		18,833			19,185
Macao Casino		175,056			—
Total net revenues	$	403,794		$	239,186
Adjusted EBITDA(1)
Venetian Casino Resort	$	87,206		$	101,126
Expo Center		7,713			7,601
Macao Casino		67,602			—
		162,521			108,727
Other Operating Costs and Expenses
Corporate expense		(10,882	)		(2,501	)
Depreciation and amortization		(19,965	)		(15,527	)
Loss on disposal of assets		(1,163	)		(24	)
Pre-opening expenses		—			(7,843	)
Development expense		(5,175	)		(536	)
Operating income		125,336			82,296
Other Non-operating Costs and Expenses
Interest expense, net of amounts capitalized		(27,083	)		(32,827	)
Interest income		7,394			456
Other income (expenses)		—			(9	)
Loss on early retirement of debt		(132,834	)		—
Benefit for income taxes		34,299			—
Net income	$	7,112		$	49,916

(1) Adjusted EBITDA is earnings before interest, taxes, depreciation, amortization, pre-opening and development expenses, other income or expense and loss on early retirement of debt. 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.

14

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6 – SEGMENT INFORMATION (Continued)

	Three Months Ended March 31,
	2005		2004
Capital Expenditures
Venetian Casino Resort	$	25,890	$	13,995
Expo Center		165		61
Macao Projects		48,614		64,281
Palazzo		77,495		13,519
Total capital expenditures	$	152,164	$	91,856

	March 31, 2005		December 31, 2004
Total Assets
Venetian Casino Resort	$	2,359,621	$	2,770,832
Expo Center		77,326		75,511
Macao Projects		521,343		455,374
Palazzo		339,630		299,761
Total consolidated assets	$	3,297,920	$	3,601,478

NOTE 7 – INCOME TAXES

Reconciliation of the statutory federal income tax rate and the Company’s effective tax rate for the three months ended March 31, 2005 is as follows:

Statutory federal income tax rate	-35.00	%
Nondeductible losses of foreign subsidiary (UK)	2.70	%
Non deductible losses of foreign subsidiary (Alderney)	1.50	%
Other permanent differences	1.24	%
Tax exempt income of foreign subsidiary (Macao)	-75.03	%
Tax rate effect related to loss on early retirement of debt	-21.56	%
Effective tax rate	-126.15	%

NOTE 8 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION

LVSI and Venetian are co-obligors of 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, Venetian Operating, and the Phase II Subsidiary (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 and are wholly owned by LVSI. Las Vegas Sands Corp. is the obligor of the Senior Notes. The Subsidiary Guarantors, LVSI and Venetian, which are each wholly owned by LVSC, have jointly and severally guaranteed such debt. The Sands Macao is owned by Venetian Macao, which is the guarantor for the Venetian Macao Senior Secured Notes.

15

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8 – CONDENSED CONSOLIDATING INFORMATION (Continued)

Separate financial statements and other disclosures concerning each of LVSI, 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, 2004 and March 31, 2005, and for the three month periods ended March 31, 2004 and March 31, 2005. In addition, certain amounts in the 2004 information have been reclassified to conform to the 2005 presentation.

16

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements (continued)

Note 8 - Condensed Consolidating Financial Information (continued)

(In thousands)

CONDENSED BALANCE SHEETS

March 31, 2005

	Las Vegas Sands Corp.		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries			Total
Cash and cash equivalents	$	380,523	$	246,928		$	172,160		$	—		$	799,611
Restricted cash and cash equivalents		—		1,196			21,575			—			22,771
Intercompany receivable		358		67,728			5,416			(73,502	)		—
Accounts receivable, net		537		70,348			4,874			—			75,759
Inventories		—		7,183			1,151			—			8,334
Deferred income taxes		9,393		38,959			(1,221	)		—			47,131
Prepaid expenses		1,024		7,437			5,973			—			14,434
Total current assets		391,835		439,779			209,928			(73,502	)		968,040
Property and equipment, net		—		1,440,819			448,432			—			1,889,251
Investment in subsidiaries		1,179,300		237,816			—			(1,417,116	)		—
Deferred offering costs, net		1,146		30,045			9,686			—			40,877
Restricted cash and cash equivalents		—		359,184			—			—			359,184
Deferred income taxes		8,024		(165	)		469			—			8,328
Other assets, net		—		25,857			6,383			—			32,240
	$	1,580,305	$	2,533,335		$	674,898		$	(1,490,618	)	$	3,297,920
Accounts payable	$	—	$	14,883		$	11,644		$	—		$	26,527
Construction payables		—		38,492			51,009			—			89,501
Construction payables-contested		—		7,232			—			—			7,232
Intercompany payables		—		36,751			36,751			(73,502	)		—
Accrued interest payable		2,168		1,074			1,250			—			4,492
Other accrued liabilities		333		90,425			65,831			—			156,589
Current maturities of long-term debt		—		2,400			61,633			—			64,033
Total current liabilities		2,501		191,257			228,118			(73,502	)		348,374
Other long-term liabilities		—		183,178			2,642			—			185,820
Long-term debt		247,754		979,600			206,322			—			1,433,676
		250,255		1,354,035			437,082			(73,502	)		1,967,870
Stockholders’ equity		1,330,050		1,179,300			237,816			(1,417,116	)		1,330,050
	$	1,580,305	$	2,533,335		$	674,898		$	(1,490,618	)	$	3,297,920

17

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements (continued)

Note 8 - Condensed Consolidating Financial Information (continued)

(In thousands)

CONDENSED BALANCE SHEETS

December 31, 2004

	Las Vegas Sands Corp.		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Consolidating/ Eliminating Entries			Total
Cash and cash equivalents	$	744,927	$	388,338		$	161,633	$	—		$	1,294,898
Restricted cash and cash equivalents		—		1,193			19,335		—			20,528
Intercompany receivable		—		39,268			4,801		(44,069	)		—
Accounts receivable, net		—		54,887			1,695		—			56,582
Inventories		—		6,945			1,065		—			8,010
Deferred income taxes		—		13,000			311		—			13,311
Prepaid expenses		—		7,510			4,287		—			11,797
Total current assets		744,927		511,141			193,127		(44,069	)		1,405,126
Property and equipment, net		—		1,361,749			394,341		—			1,756,090
Investment in subsidiaries		576,293		425,784			—		(1,002,077	)		—
Deferred offering costs, net		—		41,609			10,766		—			52,375
Restricted cash and cash equivalents		—		356,946			—		—			356,946
Redeemable Preferred Interest in Venetian		—		—			255,154		(255,154	)		—
Deferred income taxes		—		(31	)		456		—			425
Other assets, net		—		23,829			6,687		—			30,516
	$	1,321,220	$	2,721,027		$	860,531	$	(1,301,300	)	$	3,601,478
Accounts payable	$	—	$	21,495		$	11,888	$	—		$	33,383
Construction payables		—		37,431			49,945		—			87,376
Construction payables-contested		—		7,232			—		—			7,232
Intercompany payables		5,219		—			38,850		(44,069	)		—
Accrued interest payable		—		8,087			1,100		—			9,187
Other accrued liabilities		—		109,859			60,659		—			170,518
Current maturities of long-term debt		—		292,940			11,924		—			304,864
Total current liabilities		5,219		477,044			174,366		(44,069	)		612,560
Other long-term liabilities		—		184,836			3,017		—			187,853
Redeemable Preferred Interest in Venetian Casino Resort, LLC a wholly owned subsidiary		—		255,154			—		(255,154	)		—
Long-term debt		—		1,227,700			257,364		—			1,485,064
		5,219		2,144,734			434,747		(299,223	)		2,285,477
Stockholders’ equity		1,316,001		576,293			425,784		(1,002,077	)		1,316,001
	$	1,321,220	$	2,721,027		$	860,531	$	(1,301,300	)	$	3,601,478

18

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements (continued)

Note 8 - Condensed Consolidating Financial Information (continued)

(In thousands)

CONDENSED STATEMENT OF OPERATIONS

For the three months ended March 31, 2005

	Las Vegas Sands Corp.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—		$	94,748		$	171,038		$	—		$	265,786
Rooms		—			85,429			648			—			86,077
Food and beverage		—			36,201			8,237			(949	)		43,489
Retail and other		3,087			5,374			21,071			(1,078	)		28,454
Total revenues		3,087			221,752			200,994			(2,027	)		423,806
Less promotional allowances		(224	)		(13,799	)		(5,989	)		—			(20,012	)
Net revenues		2,863			207,953			195,005			(2,027	)		403,794
Operating expenses:
Casino		—			40,909			91,044			—			131,953
Rooms		—			21,069			46			—			21,115
Food and beverage		—			17,156			3,850			(41	)		20,965
Retail and other		—			6,617			9,145			(1,386	)		14,376
Provision for doubtful accounts		—			3,386			—			—			3,386
General and administrative		—			31,265			15,108			(600	)		45,773
Corporate expense		10,792			—			90			—			10,882
Rental expense		—			3,299			406			—			3,705
Pre-opening expense		—			—			—			—			—
Development expense		—			1,807			3,368			—			5,175
Depreciation and amortization		—			12,940			7,025			—			19,965
Loss on disposal of assets		—			1,163			—			—			1,163
		10,792			139,611			130,082			(2,027	)		278,458
Operating income (loss)		(7,929	)		68,342			64,923			—			125,336
Other income (expense):
Interest income		2,823			4,363			1,769			(1,561	)		7,394
Interest expense, net of amounts capitalized		(2,212	)		(20,215	)		(6,217	)		1,561			(27,083	)
Loss on early retirement of debt		—			(132,834	)		—			—			(132,834	)
Gain from equity investment in subsidiaries		4,260			58,973			—			(63,233	)		—
Income (loss) before income taxes		(3,058	)		(21,371	)		60,475			(63,233	)		(27,187	)
Income tax benefit (provision)		10,170			25,631			(1,502	)		—			34,299
Net income	$	7,112		$	4,260		$	58,973		$	(63,233	)	$	7,112

19

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements (continued)

Note 8 - Condensed Consolidating Financial Information (continued)

(In thousands)

CONDENSED STATEMENT OF OPERATIONS

For the three months ended March 31, 2004

	Las Vegas Sands Corp.		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—	$	94,708		$	—		$	—		$	94,708
Rooms		—		85,367			—			—			85,367
Food and beverage		—		33,455			—			(800	)		32,655
Retail and other		—		10,410			30,659			(853	)		40,216
Total revenues		—		223,940			30,659			(1,653	)		252,946
Less promotional allowances		—		(13,760	)		—			—			(13,760	)
Net revenues		—		210,180			30,659			(1,653	)		239,186
Operating expenses:
Casino		—		36,628			—			(37	)		36,591
Rooms		—		20,041			—			—			20,041
Food and beverage		—		15,498			—			(5	)		15,493
Retail and other		—		5,296			12,199			(1,452	)		16,043
Provision for doubtful accounts		—		3,244			—			—			3,244
General and administrative		—		31,538			4,855			—			36,393
Corporate expense		—		2,660			—			(159	)		2,501
Rental expense		—		1,822			832			—			2,654
Pre-opening expense		—		909			6,934			—			7,843
Development expense		—		445			91			—			536
Depreciation and amortization		—		13,372			2,155			—			15,527
Loss on disposal of assets		—		24			—			—			24
		—		131,477			27,066			(1,653	)		156,890
Operating income		—		78,703			3,593			—			82,296
Other income (expense):
Interest income		—		411			1,038			(993	)		456
Interest expense, net of amounts capitalized		—		(28,064	)		(5,756	)		993			(32,827	)
Other expense		—		—			(9	)		—			(9	)
Preferred return on Redeemable Preferred Interest in Venetian Casino Resort, LLC		—		(7,150	)		7,150			—			—
Gain from equity investment in subsidiaries		49,916		6,016			—			(55,932	)		—
Net income	$	49,916	$	49,916		$	6,016		$	(55,932	)	$	49,916

20

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements (continued)

Note 8 - Condensed Consolidating Financial Information (continued)

(In thousands)

CONDENSED STATEMENTS OF CASH FLOWS

For the three months ended March 31, 2005

	Las Vegas Sands Corp.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries			Total
Net cash provided by (used in) operating activities	$	(6,366	)	$	16,903		$	68,586		$	—		$	79,123
Cash flows from investing activities:
Change in restricted cash		—			(2,241	)		(2,240	)		—			(4,481	)
Capital expenditures		—			(92,112	)		(60,052	)		—			(152,164	)
Capital contributions to subsidiaries		(598,570	)		(8,290	)		—			606,860			—
Dividend from Yona Venetian, LLC		—			40,009			—			(40,009	)		—
Net cash used in investing activities		(598,570	)		(62,634	)		(62,292	)		566,851			(156,645	)
Cash flows from financing activities:
Dividends paid to shareholders		—			(21,052	)		—			—			(21,052	)
Capital contribution from Las Vegas Sands Corp.		—			558,570			40,000			(598,570	)		—
Capital contribution from Venetian Casino Resort LLC		—			—			8,290			(8,290	)		—
Dividend to Las Vegas Sands, Inc.		—			—			(40,009	)		40,009			—
Repayments on 11% mortgage notes		—			(843,640	)		—			—			(843,640	)
Proceeds from 6.375% senior note, net of discount		247,754			—			—			—			247,754
Proceeds from senior secured credit facility-term B		—			305,000			—			—			305,000
Repayments on Interface mortgage note payable		—			—			(1,334	)		—			(1,334	)
Repurchase premiums incurred in connection with refinancing transactions		—			(93,289	)		—			—			(93,289	)
Payments of debt offering costs		(1,158	)		(9,559	)		—			—			(10,717	)
Transaction cost, initial public offering		(487	)		—			—			—			(487	)
Net change in intercompany accounts		(5,577	)		8,291			(2,714	)		—			—
Net cash provided by (used in) financing activities		240,532			(95,679	)		4,233			(566,851	)		(417,765	)
Increase (decrease) in cash and cash equivalents		(364,404	)		(141,410	)		10,527			—			(495,287	)
Cash and cash equivalents at beginning of period		744,927			388,338			161,633			—			1,294,898
Cash and cash equivalents at end of period	$	380,523		$	246,928		$	172,160		$	—		$	799,611

21

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements (continued)

Note 8 - Condensed Consolidating Financial Information (continued)

(In thousands)

CONDENSED STATEMENTS OF CASH FLOWS

For the three months ended March 31, 2004

	Las Vegas Sands Corp.		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries			Total
Net cash provided by (used in) operating activities	$	—	$	63,795		$	(2,495	)	$	—		$	61,300
Cash flows from investing activities:
Change in restricted cash		—		2			37,585			—			37,587
Notes receivable from stockholders		—		(8	)		(188	)		—			(196	)
Capital expenditures		—		(13,138	)		(78,718	)		—			(91,856	)
Capital contributions to subsidiaries		—		(49,555	)		—			49,555			—
Net cash used in investing activities		—		(62,699	)		(41,321	)		49,555			(54,465	)
Cash flows from financing activities:
Dividends paid to shareholders		—		(5,003	)		—			—			(5,003	)
Capital contribution from Venetian Casino Resort LLC		—		—			24,555			(24,555	)		—
Capital contribution from Las Vegas Sands, Inc		—		—			25,000			(25,000	)		—
Repayments on senior secured credit facility-term A		—		(1,667	)		—			—			(1,667	)
Repayments on senior secured credit facility-term B		—		(625	)		—			—			(625	)
Proceeds from Venetian Intermediate credit facility		—		—			10,000			—			10,000
Repayments on Interface Nevada note payable		—		—			(1,580	)		—			(1,580	)
Payments of debt offering costs		—		(4	)		(184	)		—			(188	)
Net change in intercompany accounts		—		4,711			(4,711	)		—			—
Net cash provided by (used in) financing activities		—		(2,588	)		53,080			(49,555	)		937
Increase (decrease) in cash and cash equivalents		—		(1,492	)		9,264			—			7,772
Cash and cash equivalents at beginning of period		—		102,603			50,190			—			152,793
Cash and cash equivalents at end of period	$	—	$	101,111		$	59,454		$	—		$	160,565

22

LAS VEGAS SANDS CORP.

ITEM 2 – 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 Form 10-Q. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “—Special Note Regarding Forward–Looking Statements.”

General

We own and operate the Venetian Hotel Resort Casino and the Sands Expo and Convention Center in Las Vegas, Nevada and the Sands Macao in Macao, 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 Venetian Macao Hotel Resort Casino in Macao, China.

We currently offer hotel, gaming, dining, entertainment, retail, and spa and other amenities at the Venetian Casino Resort, convention and trade show space at the Sands Expo Center in Las Vegas and gaming, dining and VIP suites at the Sands Macao. Approximately 42.7% of our gross revenues at the Venetian Casino Resort in the first three months of 2005 were derived from gaming and 38.5% 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 the resort’s emphasis on the group convention and trade show business and the resulting higher occupancy and room rates during mid-week periods. Approximately 94.5% of the Sands Macao’s revenue in the first three months of 2005 was derived from gaming activities with the remainder derived from food and beverage services.

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 United States, including Las Vegas, also continued to grow. The Venetian Casino Resort and the Sands Expo Center complex has benefited from these trends along with low interest rates during 2004 and the first three months of 2005.

Las Vegas Projects

Our Palazzo Casino Resort is currently under construction and is expected to open during the second quarter of 2007. The Palazzo Casino Resort project is expected to cost approximately $1.6 billion (exclusive of land) of which the Phase II Mall is expected to cost approximately $280.0 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 the $1.010 billion Prior Senior Secured Credit Facility to, among other things; finance the Palazzo Casino Resort construction costs. This Senior Secured Credit Facility was amended on February 22, 2005 to $1.620 billion. In addition, on September 30, 2004 we entered into a $250.0 million Phase II Mall Construction Loan to fund a portion of the Phase II Mall construction costs. See “—Aggregate Indebtedness and Contractual Obligations.” We intend to use $359.2 million of remaining proceeds from our amended Senior Secured Credit Facility, $250.0 million of proceeds from the Phase II Mall Construction Loan, $200.0 million from the Term B Delayed Draw Facility, cash on hand and 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.

23

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Macao Projects

We are building the Venetian Macao Resort, an all-suites hotel, casino and convention center complex, with a Venetian-style theme similar to that of our Las Vegas properties. Under our gaming subconcession in Macao, we are obligated to develop and open the Venetian Macao Resort by June 2006 and a convention center by December 2006. We are also obligated to invest, at least 4.4 billion Patacas (approximately $529.1 million at exchange rates in effect on March 31, 2005) in various development projects in Macao by June 2009. We expect that the cost of the Sands Macao and the construction of the Venetian Macao Resort will satisfy these investment obligations, but we will need to extend the June 2006 construction deadline for the Venetian Macao Resort, which we currently expect to open in the first quarter of 2007.

The Grand Canal Shops

On April 12, 2004, we sold The Grand Canal Shops and leased certain restaurant and other retail assets of the Venetian Casino Resort for approximately $766.0 million. Under generally accepted accounting principles, we are required to defer a portion of the gain from the sale of The Grand Canal Shops. First, we deferred $109.2 million of the gain from the transaction deemed prepaid operating lease payments, which related to 19 spaces currently occupied by various tenants and which we leased to the purchaser of The Grand Canal Shops for an annual rent of one dollar per year under an 89-year operating lease. The purchaser of The Grand Canal Shops 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 the purchaser of The Grand Canal Shops under three lease back arrangements. 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. As of March 31, 2005, the total remaining payment obligations under these arrangements was $12.2 million.

In connection with sale of The Grand Canal Shops (the “Mall Sale”), we entered into an agreement with the purchaser of The Grand Canal Shops to construct and sell the Phase II mall. The purchase price that the purchaser of The Grand Canal Shops 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 divided by a capitalization rate. The capitalization rate is 6.0% up to $38.0 million of net operating income and 8.0% above $38.0 million.

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 subject to the award of a gaming license for the applicable facility and are in discussion with several others to build entertainment and gaming facilities in major cities.

We have made a proposal to develop a large Integrated Resort including a casino in Singapore to the Singapore government.

24

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Critical Accounting Policies and Estimates

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 our more significant judgments and estimates used in the preparation of our consolidated financial statements:

We maintain an allowance, or reserve, for doubtful accounts at our operating casino resorts, the Venetian Casino Resort and the Sands Macao. The provision for doubtful accounts, an operating expense, increases the allowance for doubtful accounts, while specific write-offs decrease the allowance for doubtful accounts respectively. We regularly evaluate the allowance for doubtful accounts. At the Venetian Casino Resort where credit or marker play is significant we apply standard reserve percentages to aged account balances under a specified dollar amount and specifically analyze the collectibility of each account with a balance over the specified dollar amount, based upon the age of the account, the customers financial condition, collection history and any other known information. We also monitor regional and global economic conditions and forecasts to determine if reserve levels are adequate. At the Sands Macao where credit or marker play is not significant, we apply a standard reserve percentage to aged account balances. The mix of credit play as a percentage of total casino play has decreased significantly during 2005 because the Sands Macao table games play is primarily cash play, while the Venetian Casino Resort credit table games play represents approximately 59% of total table games play. Our estimate of the allowance for doubtful accounts was $21.0 million as of March 31, 2005 as compared to $16.8 million as of December 31, 2004.

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.

25

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

At March 31, 2005, we had net property and equipment of $1.9 billion, representing 57.3% 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.

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”), which supersedes FASB Opinion No. 25, “Accounting for Stock Issued to Employees”. This statement requires compensation costs related to share based payment transactions to be recognized in financial statements. The provisions of this statement are effective as of the first annual reporting period that begins after January 1, 2006. This statement requires public entities to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). This cost will be recognized over the period during which an employee is required to provide service in exchange for the award. This statement also addresses the accounting for the tax effects of share-based compensation awards. We currently expect to adopt this standard on that date using a Black-Scholes model. Under the Black-Scholes model, we expect to expense the cost of share-based compensation awards issued after January 1, 2006. Additionally, we expect to recognize compensation costs for the portion of awards outstanding on January 1, 2006 for which the requisite service has not been rendered as the requisite service is rendered on or after January 1, 2006. We are currently evaluating the provisions of SFAS 123R to determine its impact on our future financial statements.

Summary Financial Results

The following table summarizes our results of operations:

	Three Months Ended March 31,
	(in thousands, except for percentages)
	2005		2004		Percent Change
Net revenues	$	403,794	$	239,186	68.8	%
Operating income		125,336		82,296	52.3	%
General and administrative expenses		45,773		36,393	25.8	%
Corporate expenses		10,882		2,501	335.1	%
Net income		7,112		49,916	-85.8	%

26

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

	Three Months Ended March 31, Percent of Net Revenues
	2005		2004
Operating income	31.0	%	34.4	%
General and administrative expenses	11.3	%	15.2	%
Corporate expenses	2.7	%	1.0	%
Net income	1.8	%	20.9	%

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 Macao.

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 for Las Vegas: 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 and recorded as casino revenue. 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. Based upon our mix of table games, our table games produce a statistical average table win percentage as measured as a percentage of table game drop of 19.0% to 21.0% and slot machines produce a statistical average slot machine win percentage as measured as a percentage of slot machine handle generally between 6.0% and 7.0%.

Casino revenue measurements for Macao: We view Macao table games as being segregated into two groups, consistent with the Macao market’s convention: 1) Rolling Chip play (all VIP play) and 2) Non-Rolling Chip play, (mostly non-VIP players). The volume measurement for Rolling Chip play is gaming chips wagered. The volume measurement for Non-Rolling Chip is table games drop as described above. Rolling Chip volume and Non-Rolling Chip volume are not equivalent; because Rolling Chip volume is a measure of amounts wagered versus dropped, Rolling Chip volume is substantially higher than drop. Slot handle at the Sands Macao is the gross amount wagered or coin placed into slot machines in aggregate for the period cited.

We view Rolling Chip table games win as a percentage of Rolling Chip volume and we view Non-Rolling Chip table games win as a percentage of drop. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Based upon our mix of table games in Macao, our Rolling Chip table games win percentage (calculated before discounts and commissions) as measured as a percentage of Rolling Chip volume is expected to be approximately 2.5% and our Non-Rolling Chip play table games are expected to produce a statistical average table win percentage as measured as a percentage of table game drop of 15.0% to 16.0%. Like in Las Vegas, our Macao slot machines produce a statistical average slot machine win percentage as measured as a percentage of slot machine handle generally between 6.0% and 7.0%.

27

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Actual win may vary from the statistical average. Generally, slot machine play at the Venetian Casino Resort and the Sands Macao is conducted on a cash basis, the Venetian Casino Resort’s table games revenue is approximately 59.0% from credit based guests wagering and the Sands Macao table game play is conducted primarily on a cash basis.

Three Months Ended March 31, 2005 compared to the Three Months Ended March 31, 2004

Operating Revenues

Our net revenues consisted of the following:

	Three Months Ended March 31,
	(in thousands, except for percentages)
	2005			2004			Percent Change
Net Revenues
Casino	$	265,786		$	94,708		180.6	%
Rooms		86,077			85,367		.8	%
Food and beverage		43,489			32,655		33.2	%
Sands Expo Center		18,833			19,185		-1.8	%
Grand Canal Shops(1)		—			10,621		—
Retail and other(1)		9,621			10,410		-7.6	%
		423,806			252,946		67.5	%
Less - Promotional Allowances		(20,012	)		(13,760	)	45.4	%
Total net revenues	$	403,794		$	239,186		68.8	%

(1) The Mall was sold on May 17, 2004 and certain other retail and restaurant venues were leased to the Mall Purchaser in the Mall Sale.

Consolidated net revenues were $403.8 million for the three months ended March 31, 2005; representing an increase of $164.6 million compared to $239.2 million for the three months ended March 31, 2004. The increase in net revenues was due to an increase of casino revenue of $171.1 million, primarily due to the opening of the Sands Macao. We do not believe this level of percentage increase is a trend because it was primarily related to the opening of the Sands Macao. The table games win was above the statistically expected range during the three months ended March 31, 2005, as compared to the average 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;

This increase was offset by a decrease in retail and other revenue of $11.7 million as a result of the sale of the Grand Canal Shops and lease of certain other retail and restaurant venues on May 17, 2004.

Casino revenues were $265.8 million for the three months ended March 31, 2005; an increase of $171.1 million compared to $94.7 million for the three months ended March 31, 2004. The increase was attributable to the opening of the Sands Macao on May 18, 2004.

28

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

The Venetian Casino Resort maintained an average daily room rate of $243 for the three months ended March 31, 2005 as compared to $235 for the three months ended March 31, 2004. The Venetian Casino Resort generated revenue per available room of $237 for the three months ended March 31, 2005 as compared to $233 for the three months ended March 31, 2004. 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 per available room.

Room revenues for the three months ended March 31, 2005 were $86.1 million, as compared to $85.4 million for the three months ended March 31, 2004. Food and beverage revenues were $43.5 million for the three months ended March 31, 2005, representing an increase of $10.8 million compared to $32.7 million for the three months ended March 31, 2004. The increase was primarily attributable to the opening of the Sands Macao.

Retail and other revenues were $28.5 million for the three months ended March 31, 2005, representing a decrease of $11.7 million compared to $40.2 million for the three months ended March 31, 2004. The decrease was primarily due to the sale of The Grand Canal Shops, and the lease of retail outlets in the Venetian Casino Resort.

Operating Expenses

The breakdown of operating expenses is as follows:

	Three Months Ended March 31,
	(in thousands, except for percentages)
	2005		2004		Percent Change
Operating Expenses
Casino	$	131,953	$	36,591	260.6	%
Rooms		21,115		20,041	5.4	%
Food and beverage		20,965		15,493	35.3	%
Retail and other (1)		14,376		16,043	-10.4	%
Provision for doubtful accounts		3,386		3,244	4.4	%
General and administrative		45,773		36,393	25.8	%
Corporate		10,882		2,501	335.1	%
Rental expense		3,705		2,654	39.6	%
Pre-opening expense		—		7,843	—
Development expense		5,175		536	865.5	%
Loss on disposal of assets		1,163		24	4,745.8	%
Depreciation and amortization		19,965		15,527	28.6	%
Total operating expenses	$	278,458	$	156,890	77.5	%

(1) The Mall was sold on May 17, 2004 and certain other retail and restaurant venues were leased to the Mall Purchaser in the Mall Sale.

29

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Operating expenses (including pre-opening, development, and corporate expenses) were $278.5 million for the three months ended March 31, 2005, representing an increase of $121.6 million or 77.5% compared to $156.9 million for the three months ended March 31, 2004. The increase in operating expenses was primarily attributable to the higher operating revenues and business volumes associated with the opening and operations of the Sands Macao.

Casino department expenses increased $95.4 million 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 volume at the Venetian Casino Resort. Of the $95.4 million increase in casino expenses, $72.1 million was due to the 39.0% gross win tax on casino revenues in Macao. 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 Macao. Food and beverage expense increased $5.5 million as a result of the opening of the Sands Macao. General and administrative cost increased $9.4 million primarily as the result of the opening of the Sands Macao.

The provision for doubtful accounts was $3.4 million for the three months ended March 31, 2005, compared to $3.2 million for the three months ended March 31, 2004. 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, 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 development expenses were $0.0 million and $5.2 million, respectively, for the three months ended March 31, 2005, compared to $7.8 million and $0.5 million, respectively, for the three months ended March 31, 2004. The decrease was primarily a result of $6.9 million of pre-opening expenses in Macao during the first quarter of 2004 partially offset by increased development expenses in the United Kingdom and Singapore.

Corporate expense for the three months ended March 31, 2005 was $10.9 million as compared to $2.5 million for the quarter ended March 31, 2005. The increase primarily the result of a $5.0 million charitable contribution to the Solomon R. Guggenheim Museum and the addition of corporate staff in the 2005 period.

Depreciation expense for the three months ended March 31, 2005 was $20.0 million as compared to $15.5 million for the three months ended March 31, 2004. The increase was primarily the result of placing into service the Sands Macao during the second quarter of 2004 and the commencing of depreciation expense.

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LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Interest Expense

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

	Three Months Ended March 31,
	(in thousands, except for percentages)
	2005			2004
Interest cost	$	31,188		$	34,037
Less: Capitalized interest		(4,105	)		(1,210	)
Interest expense, net	$	27,083		$	32,827
Cash paid for interest, net of amounts capitalized	$	33,139		$	7,719
Average total debt balance	$	1,625,309		$	1,574,542
Weighted average interest rate		5.6	%		7.1	%

Interest expense, net of amounts capitalized was $27.1 million for the three months ended March 31, 2005, compared to $32.8 million for the three months ended March 31, 2004. Of the net interest expense incurred for the three months ended March 31, 2005, $23.1 million was related to the Venetian Casino Resort, $2.2 million was related to the Sands Macao and $1.8 million was related to the Sands Expo Center. The decrease in interest expense was attributable to the redemption of the 11% Mortgage Notes during the quarter ended March 31, 2005 offset by increases related to the amendment of the Senior Secured Credit Agreement and the issuance of the 6.375% Senior Notes. The decrease was also due to the capitalization of $4.1 million of interest during the first quarter of 2005 compared to $1.2 million of capitalized interest in the first quarter of 2004.

Other Factor Effecting Earnings

Loss on early retirement of debt of $132.8 million during the three months ended March 31, 2005 was the result of the redemption of the 11% Mortgage Notes.

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LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Liquidity and Capital Resources

Cash Flows – Summary

Our cash flows consisted of the following:

	Three Months Ended March 31,
	(dollars in thousands)
	2005			2004
Net cash provided by operations	$	79,123		$	61,300
Investing cash flows:
Capital expenditures		(152,164	)		(91,856	)
Change in restricted cash		(4,481	)		37,587
Change receivable from stockholders		—			(196	)
Net cash used in investing activities		(156,645	)		(54,465	)
Financing cash flows:
Dividends to shareholders		(21,052	)		(5,003	)
Repayments of long term debt		(844,974	)		(3,872	)
Issuance of long term debt		552,754			10,000
Other		(104,493	)		(188	)
Net cash provided by (used in) financing activities		(417,765	)		937
Net increase (decrease) in cash and cash equivalents	$	(495,287	)	$	7,772

Cash Flows – Operating Activities

At the Venetian Casino Resort, slot machine and retail hotel rooms businesses are generally conducted on a cash basis, our table games and group hotel businesses are generally conducted on a cash and credit basis and our banquet business is conducted primarily on a credit basis, which results 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 primarily on a cash basis. As of March 31, 2005 and December 31, 2004, we held unrestricted cash and cash equivalents of $799.6 million and $1.3 billion, respectively. Net cash provided by operating activities for the first three months of 2005 was $79.1 million, compared to $61.3 million for the first three months of 2004. Factors contributing to the increase in cash flow provided by operating activities consisted of the positive operating results associated with the opening of the Sands Macao.

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LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Capital Expenditures

Capital expenditures during the first three months of 2005 were $152.2 million, of which $48.6 million was attributable to the Macao projects, $77.5 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 have commenced design and construction work for the Palazzo Casino Resort and plan to continue development work on the Palazzo Casino Resort during 2005. We currently estimate that construction will be completed in the second 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 $280.0 million. On February 22, 2005, we entered into the $1.620 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. As of March 31, 2005, we had incurred approximately $253.7 million in design, development, and construction costs for the Palazzo Casino Resort. We expect that the development and construction of the Venetian Macao will require significant capital expenditures.

We held restricted cash balances of $382.0 million as of March 31, 2005. Of this amount, $360.4 million was held in restricted accounts and invested in cash or permitted investments by a disbursement agent for the lenders of the Senior Secured Credit Facility, until required for the Palazzo project costs under the disbursement terms of the Senior Secured Credit Facility and $21.6 million was held by an agent for the Interface Mortgage Loan for various reserves.

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LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Aggregate Indebtedness and Contractual Obligations

Our total long-term indebtedness and other known contractual obligations are summarized below as of March 31, 2005:

	Payments due by Period Ending March 31,
	(dollars in thousands)
	Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
Long-Term Debt Obligations
Senior Secured Credit Facility—Term B(1)	$	—	$	7,500	$	15,000	$	947,500	$	970,000
FF&E Credit Facility(2)		2,400		4,800		4,800		—		12,000
Venetian Macao Senior Secured Notes Tranche A(3)		7,500		30,000		37,500		—		75,000
Venetian Macao Senior Secured Notes Tranche B(3)		—		—		45,000		—		45,000
Venetian Intermediate Credit Facility(4)		50,000		—		—		—		50,000
Interface mortgage loan(5)		4,133		8,820		85,002		—		97,955
6.375% Senior Notes		—		—		—		247,754		247,754
Fixed interest payments		15,938		31,876		31,876		79,690		159,380
Variable interest payments(6)		61,236		119,998		101,216		56,372		338,822
Contractual Obligations
HVAC Provider fixed payments(7)		6,828		13,656		8,535		—		29,019
Former Tenants(8)		650		1,300		1,300		8,927		12,177
Employment Agreements(9)		4,465		8,805		6,814		—		20,084
Macao subsidiary land lease(10)		2,800		5,756		1,673		2,694		12,923
Mall Leases(11)		7,660		15,320		15,320		152,645		190,945
Macao Fixed Gaming Tax(12)		9,100		18,200		18,200		102,375		147,875
Macao Subsidiary Operating Leases		2,129		1,754		245		—		4,128
Total	$	174,839	$	267,785	$	372,481	$	1,597,957	$	2,413,062

(1) The senior secured credit facility consists of a $970.0 million term loan B and a $200.0 million Term B Delayed Draw Facility that has a delayed draw period up to August 22, 2005 and (c) a $450.0 million revolving credit facility. At March 31, 2005, the only amounts borrowed under this facility were $970.0 million under the term loan B. The term loan B will mature June 15, 2011 and is subject to quarterly amortization payments commencing on the first quarter after substantial completion of the Palazzo Casino Resort. In addition, $60.0 million of letters of credit were outstanding as of March 31, 2005, which reduces the amount available for borrowing under the revolving facility.

(2) The FF&E credit facility will mature on July 1, 2008 and is subject to quarterly amortization payments.

(3) The Venetian Macao senior secured notes tranche A will mature on August 21, 2008 and are subject to mandatory annual redemption. The Venetian Macao senior secured notes tranche B will mature on August 21, 2008 and are not subject to mandatory annual redemption. On May 13, 2005, we called the Venetian Macao Senior Secured Notes for redemption at 100% of their principal amount plus accrued but unpaid interest to their redemption on May 23, 2005.

(4) The Venetian intermediate credit facility will mature on March 27, 2006, with no amortization.

(5) Principal payments will increase should Interface Group-Nevada achieve certain cash flow levels as defined in the loan agreement. The Interface mortgage loan will mature on February 10, 2009 if renewal options are exercised with monthly amortization payments.

(6) Based on March 31, 2005 LIBOR rates of 3.06% plus the applicable interest rate spread per the respective debt agreements.

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LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

(7) We are party to a services agreement with a third party for HVAC services for the Venetian Casino Resort. The total remaining payment obligation under this arrangement was $29.0 million as of March 31, 2005, 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 under this agreement to provide HVAC services. Upon the sale of the Grand Canal Shops mall on May 17, 2004, the Mall Purchaser assumed the responsibility for $1.6 million of annual payments to this HVAC provider.

(8) We are party to tenant lease termination and asset purchase agreements. The total remaining payment obligations under these arrangements was $12.2 million as of March 31, 2005. Under the agreement for the Grand Canal Shops mall sale, the Company is obligated to fulfill the lease termination and asset purchase agreements.

(9) We are party to employment agreements with six of our senior executives, with terms of three to five years.

(10) Venetian Macao is party to a long-term land lease of 25 years. The total remaining payment obligation under this lease is $12.9 million as of March 31, 2005.

(11) We are party to certain leaseback agreements for the showroom, gondola and certain office space related to the Grand Canal Shops mall sale. The total remaining payments due as of March 31, 2005 is $190.9 million.

(12) In addition to the 39.0% gross gaming win tax in Macao, (which is not included in this table as the amount we pay is variable in nature) we are required to pay an annual fixed gaming tax of $9.1 million per year to the government of Macao through the termination of the gaming concession.

In addition, under the terms of our subconcession agreement, we are obligated to make investments of at least 4.4 billion Patacas (approximately $529.1 million at exchange rates in effect on March 31, 2005) in various development projects in Macao by June 2009. As of March 31, 2005, we had made investments of approximately 2.18 billion Patacas (approximately $262.1 million at exchange rates in effect on March 31, 2005).

Pursuant to a contribution agreement with Bethworks Now, LLC for a Bethlehem, Pennsylvania development, the Company (a) paid approximately $2.25 million to Bethworks to partially reimburse Bethworks for property-related expenses during 2004, (b) is required to fund all operating expenses of the property, which is expected to be approximately $1.0 million per year and (c) is required to make an additional $2.0 million payment to Bethworks when and if a gaming license for the Bethlehem property is obtained.

Off-Balance Sheet Arrangements

During 1997, we entered into off-balance sheet arrangements with the HVAC provider. Under the terms of these energy service agreements, we will purchase HVAC energy and services 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 $6.8 million under the energy services agreements with the HVAC provider. The total remaining payment obligations under these arrangements were $29.0 million as of March 31, 2005, 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 services. Upon the sale of the Grand Canal Shops mall on May 17, 2004, General Growth Properties, the purchaser, assumed the responsibility for $1.6 million of annual payments to the HVAC provider. We have no other off-balance sheet arrangements.

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LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Capital and Liquidity

We expect to fund our operations, capital expenditures (other than the Sands Macao construction, the Palazzo Casino Resort, Venetian Macao and related Cotai Strip infrastructure development and construction costs) and debt service requirements from existing cash balances, operating cash flow, borrowings under the Company’s revolving facility and additional borrowings expected to be incurred by our Macao subsidiaries. In addition to having all of the $200.0 million Term B Delayed Draw Facility available, we have a $450.0 million revolving facility for working capital needs of which $390.0 million was available, as of March 31, 2005.

On December 20, 2004, we issued 27,380,953 shares of our common stock in our initial public offering at an offering price of $29.00 per share, resulting in proceeds of approximately $738.7 million to us after deducting underwriting discounts and commissions and related offering expenses payable by us. We used a portion of these net proceeds to pay the redemption price of the $291.1 million in aggregate principal amount of the 11% mortgage notes, (plus premiums and accrued interested of $36.2 million), which we redeemed on February 1, 2005. We intend to use the remaining net proceeds from our initial public offering for working capital purposes and other general corporate purposes, which may include for the construction of the Palazzo Casino Resort and our Macao projects.

On February 10, 2005, the Company issued $250.0 million in a private placement of 6.375% senior notes due 2015. On February 22, 2005, we amended the Prior Senior Secured Credit Facility to increase borrowings by $400.0 million of additional term loans, expand its revolving credit facility from $125.0 million to $450.0 million, lower its interest costs, and revise some of its covenants to provide greater operational flexibility. As amended, this facility provides for aggregate borrowings of up to $1.620 billion, consisting of a $1.170 billion term loan facility and a $450.0 million revolving credit facility. On February 1, 2005, Las Vegas Sands Opco and Venetian Casino Resort, LLC redeemed $291.1 million in aggregate principal amount of their 11% mortgage notes at a redemption price of 111% of the principal amount of the notes plus accrued and unpaid interest. We used a portion of the proceeds from our initial public offering to pay the redemption price of these notes. On February 22, 2005, we repurchased an additional $542.3 million of the outstanding 11% mortgage notes in a tender offer, and on March 24, 2005, redeemed the remaining $10.2 million. We used the $244.8 million net proceeds from the 6.375% senior notes offering $106.6 million of cash on hand and $311.7 million of term loan borrowings under the amended Senior Secured Credit Facility to retire the remaining outstanding $552.5 million in aggregate principal amount of 11% mortgage notes and pay all fees and expenses associated with these transactions.

We currently estimate that the cost for the Venetian Macao Resort will be approximately $1.8 billion and that we will need to arrange additional debt financing to finance these costs.

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LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Litigation Contingencies and Available Resources

Las Vegas Sands Opco is 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 verdict along with interest and costs of $38.5 million to Lehrer McGovern Bovis, Inc. (“Bovis”) the construction manager of the Venetian Casino Resort project, subject to adjustments based on the outcome of remaining arbitration and various appeals. We are also subject to verdicts with interest and costs of $15.2 million to certain sub-contractors of Bovis arising from the same matter, which amounts, if paid, we believe will be offset against the net verdict and costs awarded to Bovis, subject to certain exceptions. We are also involved in other litigation including, without limitation, with Richard Suen and Round Square Company Limited. If we are required to pay any of the construction manager’s verdict or contested construction costs that are not covered by our Insurance Policy, including the sub-contractor awards, under the Bovis matter, or pay any amounts under any of our other litigation, we may use cash from the following sources to fund such costs:

• borrowings under the revolving facility of the amended Senior Secured Credit Facility;

• cash on hand;

• additional debt or equity financing; and

• operating cash flow.

Dividends

Our subsidiary Las Vegas Sands Opco declared and accrued dividends of $21.1 million in 2004 that were paid during January 2005. These dividends represented tax distributions to shareholders during 2004. The tax distributions were permitted under existing debt instruments while Las Vegas Sands Opco was a subchapter S corporation. As a result of the conversion to a taxable “C” corporation for income tax purposes, Las Vegas Sands Opco no longer makes such tax distributions.

Restrictions on Distributions

We are a parent company with limited business operations. Our main 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, the amended Senior Secured Credit Facility prohibits Las Vegas Sands Opco from paying dividends or making distributions to us, or investing in us, with limited exceptions. Las Vegas Sands Opco may 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 debt instruments of our Macao subsidiaries and our Phase II Mall Subsidiary also restrict the payment of dividends and distributions to us. Under its debt instruments, subject to limited exceptions, Venetian Macao 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 Macao if it meets certain leverage tests. In addition, 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.

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LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

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 the amended 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 “Note 4 - Long-Term Debt” to our Consolidated Financial Statements.

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.

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of risks, uncertainties or other factors beyond the Company’s control, which may cause material differences in actual results, performance, or other expectations. These factors include, but are not limited to general economic conditions, competition, new ventures, government regulation, legalization of gaming, interest rates, future terrorist acts, insurance, and other factors detailed in this report. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Las Vegas Sands Corp. assumes no obligation to update such information.

ITEM 3 – 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.

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LAS VEGAS SANDS CORP.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Continued)

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 March 31:

	2005			2006		2007		2008		2009		Thereafter		Total			Fair Value(1)
	(dollars in millions)
LIABILITIES
Short-term debt
Variable rate	$	64.0		—		—		—		—		—		$	64.0		$	64.0
Average interest rate (2)		4.9	%	—		—		—		—		—			4.9	%		4.9	%
Long-term debt
Fixed rate		—		—		—		—		—		247.7			247.7			247.7
Average interest rate (2)		—		—		—		—		—		6.4	%		6.4	%		6.4	%
Variable rate		—		17.9		33.3		179.8		7.5		947.5			1,186.0			1,186.0
Average interest rate (2)		—		5.0	%	5.0	%	4.6	%	4.8	%	4.8	%		4.8	%		4.8	%
Cap Agreement (3)		—		—		—		.2		—		—			.2			.2
Average interest rate		—		—		—		—		—		—			—			—

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 March 31, 2005, we have one interest rate cap agreement with a fair value of $0.2 million based on a quoted market value from the institution holding the agreement.

Borrowings under the amended Senior Secured Credit Facility bear interest at our election at either LIBOR plus 1.75% or the base rate plus 0.75% per annum, subject to downward adjustments based upon our credit rating. Borrowings under the $250.0 million construction loan facility bear interest at our election at either a base rate plus 0.75% per annum or at LIBOR plus 1.75% per annum.

Foreign currency translation gains and losses were not material to our results of operations for the three months ended March 31, 2005, but may be in future periods in relation to activity associated with our Macao subsidiaries.

We do not hedge our exposure to foreign currency.

See also “— Capital and Liquidity” and “Note 4 –Long Term Debt” to our Consolidated Financial Statements.

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LAS VEGAS SANDS CORP.

ITEM 4 – CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits, is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. The Company’s Chief Executive Officer and its Chief Financial Officer have evaluated the disclosure controls and procedures of the Company as of March 31, 2005 and have concluded that they are effective within the reasonable assurance threshold described above.

b) Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

It should be noted that any system of controls however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

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LAS VEGAS SANDS CORP.

Part II

OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

The Company is party to litigation matters and claims related to its operations and the construction of the Venetian Casino Resort and certain other matters. For more information, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 and “Part I – Item 1 – Condensed Notes to Consolidated Financial Statements – Note 5 – Commitments and Contingencies” of this Quarterly Report on Form 10-Q.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

The following relates to sale of equity securities that have occurred since the end of the last fiscal year that have not been registered under the Securities Act:

In February 2005, options to purchase 22,820 shares of our common stock with an average exercise price of $47.16 per share were granted under our 2004 Equity Awards Plan. These options were issued to one executive officer and two directors of the Company. 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. These options are covered by a registration statement on Form S-8 that was filed in February 2005 with respect to the shares to be issued upon exercise of these options.

Uses of Proceeds from Registered Securities

On December 20, 2004, we issued all of the 27,380,953 shares of our common stock we registered in an initial public offering at an offering price of $29.00 per share (Reg. No. 333-118827), effective December 14, 2004. The aggregate offering price of the common stock sold (including the exercise by the managing underwriters of their over-allotment option) resulted in gross proceeds of $794.0 million and net proceeds of approximately $738.7 million to us after deducting underwriting discounts and commissions of $49.6 million and related offering expenses of $5.7 million none of which was paid to the underwriters. The managing underwriters for the offering were Goldman, Sachs & Co., Citigroup, JP Morgan, Lehman Brothers, Merrill Lynch & Co, UBS Investment Bank, and Jeffries & Company, Inc. None of the expenses we incurred in connection with the offering were direct or indirect payments to our directors, officers, general partners or their associates, to persons owning 10% or more of our equity securities or to our affiliates (collectively “Related Parties”).

During the first quarter of 2005, we used $327.3 million of the net proceeds from our initial public offering to redeem approximately $291.1 million in principal amount of Las Vegas Sands Opco’s 11% mortgage notes due 2010 and to pay $36.2 million in related premiums and accrued interest and expenses. None of the amounts paid to redeem the 11% mortgage notes were paid to Related Parties. We consider the repurchase of the 11% mortgage notes to be a general corporate purpose.

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LAS VEGAS SANDS CORP.

ITEM 6 – EXHIBITS

List of Exhibits

Exhibit No.	Description of Document
10.3**	Amended and Restated Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of February 22, 2005, 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.
10.4**	Amended and Restated Subsidiary Guaranty, dated as of February 22, 2005, by the Subsidiary Guarantors for the benefit of The Bank of Nova Scotia, as Administrative Agent.
10.5**	Amended and Restated Environmental Indemnity Agreement, dated as of February 22, 2005, by and among Las Vegas Sands Opco, Venetian Casino Resort, LLC, and Lido 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.
10.41**	Las Vegas Sands Corp. 2004 Equity Award Plan.
10.42**	Las Vegas Sands Opco Executive Cash Incentive Plan.
10.53**	Amended and Restated Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of February 22, 2005, 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.
10.67**	First Amendment to Master Disbursement Agreement, dated as of February 22, 2005, 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. and The Bank of Nova Scotia, as the Joint Bank Arrangers, and The Bank of Nova Scotia, as the Disbursement Agent.
10.68**	Second Amendment to Amended and Restated Security Agreement, dated as of February 22, 2005, by and between Las Vegas Sands Opco, Venetian Casino Resort, LLC, the subsidiary guarantors as defined therein, and The Bank of Nova Scotia, as intercreditor agent, for and on behalf of each bank secured party as defined therein, U.S. Bank National Association, as trustee, and the intercreditor agent.
10.69**	First Amendment to Disbursement Collateral Account Agreement, dated as of February 22, 2005, by and among Las Vegas Sands Opco, Venetian Casino Resort, LLC, Lido Casino Resort, LLC, The Bank of Nova Scotia, as custodian and in its capacity as a securities intermediary, and the Bank of Nova Scotia, in its capacity as the intercreditor agent, for and on behalf of each bank intercreditor agent as defined therein, U.S. Bank National Association, as trustee for and on behalf of the mortgage note holders under the mortgage notes indenture as defined therein, and the intercreditor agent.
31.1**	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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LAS VEGAS SANDS CORP.

Exhibit No.	Description of Document
32.2**	Certification of Chief Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

** Filed herewith.

43

LAS VEGAS SANDS CORP.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		LAS VEGAS SANDS CORP.
May 16, 2005	By:	/s/ Sheldon G. Adelson
		Sheldon G. Adelson
		Chairman of the Board and
		Chief Executive Officer
May 16, 2005	By:	/s/ Scott Henry
		Scott Henry
		Senior Vice President and
		Chief Financial Officer

44

EXHIBIT INDEX

Exhibit No.	Description of Document
10.3	Amended and Restated Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of February 22, 2005, 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.
10.4	Amended and Restated Subsidiary Guaranty, dated as of February 22, 2005, by the Subsidiary Guarantors for the benefit of The Bank of Nova Scotia, as Administrative Agent.
10.5	Amended and Restated Environmental Indemnity Agreement, dated as of February 22, 2005, by and among Las Vegas Sands Opco, Venetian Casino Resort, LLC, and Lido 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.
10.41	Las Vegas Sands Corp. 2004 Equity Award Plan.
10.42	Las Vegas Sands Opco Executive Cash Incentive Plan.
10.53	Amended and Restated Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of February 22, 2005, 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.
10.67	First Amendment to Master Disbursement Agreement, dated as of February 22, 2005, 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. and The Bank of Nova Scotia, as the Joint Bank Arrangers, and The Bank of Nova Scotia, as the Disbursement Agent.
10.68	Second Amendment to Amended and Restated Security Agreement, dated as of February 22, 2005, by and between Las Vegas Sands Opco, Venetian Casino Resort, LLC, the subsidiary guarantors as defined therein, and The Bank of Nova Scotia, as intercreditor agent, for and on behalf of each bank secured party as defined therein, U.S. Bank National Association, as trustee, and the intercreditor agent.
10.69	First Amendment to Disbursement Collateral Account Agreement, dated as of February 22, 2005, by and among Las Vegas Sands Opco, Venetian Casino Resort, LLC, Lido Casino Resort, LLC, The Bank of Nova Scotia, as custodian and in its capacity as a securities intermediary, and the Bank of Nova Scotia, in its capacity as the intercreditor agent, for and on behalf of each bank intercreditor agent as defined therein, U.S. Bank National Association, as trustee for and on behalf of the mortgage note holders under the mortgage notes indenture as defined therein, and the intercreditor agent.
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-10.3

Exhibit 10.3

APNs 162-16-211-004, 162-16-211-007,

162-16-211-008, and 162-16-211-010;

162-16-310-008, 162-16-310-009,

162-16-310-010, 162-16-310-011 and

162-16-310-013; 162-16-710-020, and

162-16-710-021; and 162-16-711-001

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:

Stephen A. Cowan, Esq.

DLA Piper Rudnick Gray Cary US LLP

333 Market Street, Suite 3200

San Francisco, California 94105-2150

AMENDED AND RESTATED

DEED OF TRUST, LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES,

SECURITY AGREEMENT AND FIXTURE FILING

made by

VENETIAN CASINO RESORT, LLC,

a Nevada limited liability company

and

LAS VEGAS SANDS, INC.,

a Nevada corporation,

jointly and severally

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 NAMES OF VENETIAN CASINO RESORT, LLC AND LAS VEGAS SANDS, INC. 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 $1,620,000,000 WHICH MAY INCREASE OR DECREASE FROM TIME TO TIME BY AMENDMENT OF THIS INSTRUMENT.

ARTICLE ONE COVENANTS OF TRUSTOR
1.1	Performance of Deed of Trust	13
1.2	General Representations, Covenants and Warranties	13
1.3	Leasehold Estates	14
1.4	Payment of Subject Leases Expenses	14
1.5	Trustor’s Covenants with Respect to Subject Leases	15
1.6	Compliance with Legal Requirements	17
1.7	Impositions	17
1.8	Insurance	17
1.9	Condemnation	18
1.10	Leases	19
1.11	Authorization by Trustor	19
1.12	Security Agreement and Financing Statements	20
1.13	Assignment of Rents and Leases	22
1.14	Rejection of Subject Leases	22
1.15	Beneficiary’s Cure of Trustor’s Default	23
1.16	Use of Land, Phase I-A Air Space and Leased Premises	23
1.17	Affiliates and Restricted Subsidiaries	23
1.18	Merger	23
ARTICLE TWO CORPORATE LOAN PROVISIONS
2.1	Interaction with Credit Agreement	24
2.2	Other Collateral	24
ARTICLE THREE DEFAULTS
3.1	Event of Default	24
ARTICLE FOUR REMEDIES
4.1	Acceleration of Maturity	25
4.2	Protective Advances	25
4.3	Institution of Equity Proceedings	25

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4.4	Beneficiary’s Power of Enforcement	25
4.5	Beneficiary’s Right to Enter and Take Possession, Operate and Apply Income	27
4.6	Leases	28
4.7	Purchase by Beneficiary	28
4.8	Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws	28
4.9	Receiver	29
4.10	Suits to Protect the Trust Estate	29
4.11	Proofs of Claim	29
4.12	Trustor to Pay the Notes on Any Default in Payment; Application of Monies by Beneficiary	30
4.13	Delay or Omission; No Waiver	30
4.14	No Waiver of One Default to Affect Another	30
4.15	Discontinuance of Proceedings; Position of Parties Restored	31
4.16	Remedies Cumulative	31
4.17	Interest After Event of Default	31
4.18	Foreclosure; Expenses of Litigation	31
4.19	Deficiency Judgments	32
4.20	Waiver of July Trial	32
4.21	Exculpation of Beneficiary	32
ARTICLE FIVE RIGHTS AND RESPONSIBILITIES OF TRUSTEE; OTHER PROVISIONS RELATING TO TRUSTEE
5.1	Exercise of Remedies by Trustee	33
5.2	Rights and Privileges of Trustee	33
5.3	Resignation or Replacement of Trustee	33
5.4	Authority of Beneficiary	34
5.5	Effect of Appointment of Successor Trustee	34
5.6	Confirmation of Transfer and Succession	34
5.7	Exculpation	34
5.8	Endorsement and Execution of Documents	34
5.9	Multiple Trustees	35
5.10	Terms of Trustee’s Acceptance	35

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ARTICLE SIX MISCELLANEOUS PROVISIONS
6.1	Heirs, Successors and Assigns Included in Parties	35
6.2	Addresses for Notices, Etc.	36
6.3	Change of Notice Address	36
6.4	Headings	37
6.5	Invalid Provisions to Affect No Others	37
6.6	Changes and Priority Over Intervening Liens	37
6.7	Estoppel Certificates	37
6.8	Waiver of Setoff and Counterclaim	37
6.9	Governing Law	37
6.10	Reconveyance	38
6.11	Attorneys’ Fees	38
6.12	Late Charges	38
6.13	Cost of Accounting	39
6.14	Right of Entry	39
6.15	Corrections	39
6.16	Statute of Limitations	39
6.17	Subrogation	39
6.18	Joint and Several Liability	39
6.19	Homestead	39
6.20	Context	39
6.21	Time	39
6.22	Interpretation	40
6.23	Effect of NRS § 107.030	40
6.24	Amendments	40
6.25	No Conflicts	40
ARTICLE SEVEN POWER OF ATTORNEY
7.1	Grant of Power	40

EXHIBIT A	DESCRIPTION OF PHASE I HOTEL/CASINO LAND
EXHIBIT B	DESCRIPTION OF CASINO LEASED PREMISES
EXHIBIT C	DESCRIPTION OF PHASE I-A AIR SPACE
EXHIBIT D	DESCRIPTION OF GONDOLA LEASED PREMISES
EXHIBIT E	DESCRIPTION OF OFFICE SPACE LEASED PREMISES
EXHIBIT F	DESCRIPTION OF SHOWROOM SPACE LEASED PREMISES

iii

AMENDED AND RESTATED

DEED OF TRUST, LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS AND

LEASES, SECURITY AGREEMENT AND FIXTURE FILING

THIS AMENDED AND RESTATED 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 February 22, 2005, by VENETIAN CASINO RESORT, LLC, a Nevada limited liability company (“Venetian”), and LAS VEGAS SANDS, INC., a Nevada corporation (“LVSI” and jointly and severally with Venetian 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 the Credit Agreement (as defined below).

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.

R E C I T A L S:

WHEREAS, Trustor, Beneficiary as administrative agent, Goldman as syndication agent, sole lead arranger and sole bookrunner, certain financial institutions as Lenders, and other parties entered into that certain Credit Agreement dated as of August 20, 2004 (the “Existing Agreement”), pursuant to which the Lenders extended certain senior credit facilities to Trustor;

WHEREAS, repayment of the loans made pursuant to the Existing Agreement and performance of the other obligations of Trustor thereunder was secured in part by that certain Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing dated as of August 20, 2004, recorded in the Official Records of Clark County, Nevada, on August 24, 2004 as Instrument No. 05227 in Book 20040824 (the “Deed of Trust”);

WHEREAS, Trustor, Beneficiary as administrative agent, joint lead arranger and joint bookrunner, Goldman as syndication agent, joint lead arranger and joint bookrunner, certain financial institutions as Lenders, and other parties have amended and restated the Existing Agreement in its entirety pursuant to that certain Amended and Restated Credit Agreement dated as of February 22, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, Trustor desires to amend and restate the Deed of Trust in its entirety to provide that the Deed of Trust shall secure payment of all of the indebtedness and performance of all of the obligations of Trustor pursuant to the Credit Agreement, to make certain other

modifications of the Deed of Trust as reflected herein, and to expressly acknowledge and affirm the continuing effectiveness and priority of the lien or charge of the Deed of Trust, as amended and restated hereby, as to the repayment of all of the indebtedness and performance of all of the obligations to be performed by Trustor under and pursuant to the Credit Agreement; and

WHEREAS, the Lenders have made it a condition of the Lenders making the Loans that this Deed of Trust be executed and delivered, as herein amended and restated, by Trustor and Beneficiary;

NOW, THEREFORE, with reference to the foregoing Recitals, and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, Trustor and Beneficiary do hereby amend and restate the Deed of Trust to read in its entirety as follows:

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 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

2

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).

“Casino Leased Premises” means the casino and gaming areas of the Project situated in the County of Clark, State of Nevada described in the Casino Lease and more specifically described in Exhibit B attached hereto and incorporated herein.

“Deed of Trust” means this Amended and Restated 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 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.

“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.

3

“Gondola Lease” means that certain Lease, dated as of May 17, 2004 by and between Grand Canal and Venetian.

“Gondola Leased Premises” means the real property situated in the County of Clark, State of Nevada, more specifically described in Exhibit D hereto and incorporated herein by reference.

“Grand Canal” means Grand Canal Shops II, LLC, a Delaware limited liability company.

“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.

4

“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 “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 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.

5

“Leased Premises” means, as the context may require, the Gondola Leased Premises, the Office Space Leased Premises, the Showroom Space Leased Premises and the Casino Leased Premises.

“NRS” means the Nevada Revised Statutes as in effect from time to time.

“Office Space Lease” means that certain Lease, dated as of May 17, 2004, by and between Grand Canal and Venetian.

“Office Space Leased Premises” means the real property situated in the County of Clark, State of Nevada, more specifically described in Exhibit E attached hereto and incorporated herein by reference.

“Personal Property” has the meaning set forth in Section 1.12.

“Phase I-A Air Space” means the real property situated in the County of Clark, State of Nevada, more specifically described in Exhibit C attached hereto and incorporated herein by reference, including any after acquired title thereto.

“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 the Casino 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 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.

“Project” means the Venetian Casino Resort consisting of an approximately 4,000 suite hotel, gaming facility of approximately 116,000 square feet and a meeting and conference center of approximately 650,000 square feet located at 3355 Las Vegas Boulevard South, Clark County, Nevada, but excluding the mall component thereof.

“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

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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, the Phase I-A Air Space, the Gondola Leased Premises, the Office Space Leased Premises, the Showroom Space Leased Premises, the Easements and, if the context so requires, the Casino Leased Premises.

“Showroom Space Lease” means that certain Lease, dated as of May 17, 2004, by and between Grand Canal and Venetian.

“Showroom Space Leased Premises” means the real property situated in the County of Clark, State of Nevada, more specifically described in Exhibit F attached hereto and incorporated herein by reference.

“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 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, 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.

“Subject Leases” means the Casino Lease, the Office Space Lease, the Showroom Space Lease and the Gondola 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 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

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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

Casino Lease

Closing Date

Collateral

Collateral Documents

Cooperation Agreement

FF&E Facility

Gaming License

Governmental Instrumentality

HVAC Ground Lease

Legal Requirements

Lenders

Lien

Loan Documents

Net Loss Proceeds

Nevada Gaming Authorities

Nevada Gaming Laws

Notes

Obligations

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Operative Documents

Permitted Liens

Person

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 (including the Recitals hereto) 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:

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 ONE BILLION SIX HUNDRED TWENTY 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, 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 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 and the leasehold estates created pursuant to the Casino Lease and the other Subject Leases (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 Project and the Improvements;

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(C) TOGETHER WITH all the estate, right, title and interest of Trustor of, in and to all Appurtenant Rights;

(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), (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 Credit 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), (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 the Casino Lease or 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 or the Casino Lease, (c) all of Trustor’s right, title, and interest under the Space Leases or the Casino Lease, 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) or the Casino Lease and (ii) the right to enforce against any tenants thereunder and otherwise any and all remedies under the Space Leases or the Casino Lease, 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 or the Casino 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 or the Casino Lease; and to

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enforce or exercise, whether at law or in equity or by any other means, all provisions of the Space Leases or the Casino Lease and all obligations of the tenants thereunder based upon (A) any breach by such tenant under the applicable Space Lease or the Casino Lease (including any claim that Trustor may have by reason of a termination, rejection, or disaffirmance of such Space Lease or Casino 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 or the Casino 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 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,

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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, 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;

(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 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;

(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);

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(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.

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 Credit 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 and shall cause each 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 (other than the Leased Premises) and a valid leasehold interest in the Leased Premises, 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

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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 and this Deed of Trust); (d) the Site and the Leased Premises (other than the Phase I-A Air Space) have 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 “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 “Venetian Casino Resort, LLC” and “Las Vegas Sands, Inc.” all trade or fictitious, names that Venetian, LVSI (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 “Venetian Casino Resort, LLC” and “Las Vegas Sands, Inc.”).

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 allocable to the Site, the Project and the 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.

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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 Credit 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.

(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 Lender 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 Leas 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.

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(f) 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.

(g) 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 Site, the Project, the 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

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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 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).

1.8 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 6.4 of the Credit Agreement, if applicable,

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and Article X of the Cooperation Agreement. 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, or otherwise in accordance with Articles X and XI of the Cooperation Agreement. 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 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.

1.9 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, 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.

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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.

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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 (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 Venetian (with respect to the Land and the Phase I-A Air Space and as the lessor under the Casino Lease and as the lessee under the Subject Leases other than the Casino Lease) and LVSI (with respect to the leasehold estate created by the Casino Lease).

(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.

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(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.

(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 Credit Agreement.

(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

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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.

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 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 or the Casino Lease (including, without limitation, any liability under the covenant of quiet enjoyment contained in any Space Lease or the Casino 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 demised under the Subject Leases 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

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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, Beneficiary may, but is not obligated to, 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 1.15 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, Phase I-A Air Space 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 Project in the Cooperation Agreement and (ii) the last sentence of Section 6.4A of the Credit Agreement.

1.17 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 1.17(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, the Leased Premises or the Easements if such use would in any way impair the security for the Notes and the Credit Agreement or cause a breach of any covenant of this Deed of Trust, the Credit 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 Casino Lease 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

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otherwise; and LVSI covenants and agrees that, if it shall acquire the fee title, or any other estate, title or interest in the Casino Leased Premises covered by said Casino Lease, 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 Credit Agreement.

(a) Incorporation by Reference. All terms, covenants, conditions, provisions and requirements of the Credit 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 Credit Agreement, the provisions of the Credit 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 Credit 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 8 of the Credit 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

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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 8.6 and 8.7 of the Credit 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

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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.

(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 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 Credit 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.

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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, 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 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

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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 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 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. Beneficiary acknowledges and agrees that the Lien of this Deed of Trust is subject and subordinate to the HVAC Ground Lease.

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

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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 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 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.

4.10 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.

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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 Credit 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 Credit 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 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 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

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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

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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 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 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 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.

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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.

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

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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

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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 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, 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.

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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:	DLA Piper Rudnick Gray Cary US LLP
	333 Market Street, Suite 3200
	San Francisco, California 94105-2150
	Attention: Stephen A. Cowan, Esq.
Trustor:	Venetian Casino Resort, LLC
	3355 Las Vegas Boulevard South
	Las Vegas, Nevada 89109
	Attention: General Counsel
	Telefax: (702) 414-4421
	Las Vegas Sands, Inc.
	3355 Las Vegas Boulevard South
	Las Vegas, Nevada 89109
	Attention: General Counsel
	Telefax: (702) 414-4421
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.

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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 Credit 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 Credit 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 Credit 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 Credit 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,

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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, 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 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 Credit Agreement or (ii) any part of the Trust Estate is otherwise released in accordance with the Credit 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 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.

6.12 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.

38

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.”

39

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 Credit 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 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 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.

7.1.3 Security Guards. To employ watchmen to protect the Site, the Project and the Improvements from injury.

7.1.4 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.

40

7.1.5 Legal Proceedings. To prosecute and defend all actions and proceedings in connection with the Site, the Project or the Improvements.

7.1.6 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.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]

41

[DEED OF TRUST (Phase I & I-A Site)

VCR]

IN WITNESS WHEREOF, Trustor has executed this Amended and Restated 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.

TRUSTOR:
VENETIAN 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:	Vice President Finance

(Signatures continue on following pages)

[VCR/LVSI Amended and Restated Deed of Trust]

S-1

[DEED OF TRUST (Phase I & I-A Site)

LVSI]

LAS VEGAS SANDS, INC. a Nevada corporation
By:	/s/    HARRY MILTENBERGER
	Name	Harry Miltenberger
	Title:	Vice President Finance

(Signatures continue on the following pages)

[VCR/LVSI Amended and Restated Deed of Trust]

S-2

[DEED OF TRUST (Phase I & I-A Site)

Scotia]

BENEFICIARY:
THE BANK OF NOVA SCOTIA,
By:	/s/    PAUL EFRON
	Name:	Paul Efron
	Title:	Authorized Signatory

[VCR/LVSI Amended and Restated Deed of Trust]

S-3

[DEED OF TRUST (Phase I & I-A Site)

LVSI & VCR]

State of Nevada	)
County of Clark	)	ss.:

As to Venetian Casino Resort, LLC, this instrument was acknowledged before me on February 18, 2005 by Harry Miltenberger.

/s/    BONNIE BRUCE
Name:	Bonnie Bruce
Notary Public

Notarial Seal

As to Las Vegas Sands, Inc., this instrument was acknowledged before me on February 18, 2005 by Harry Miltenberger.

/s/    BONNIE BRUCE
Name:	Bonnie Bruce
Notary Public

Notarial Seal

(Notary Acknowledgment)

[VCR/LVSI Amended and Restated Deed of Trust]

N-1

[DEED OF TRUST (Phase I & I-A Site)

Scotia]

State of California)
County of San Francisco)	ss.:

As to The Bank of Nova Scotia, this instrument was acknowledged before me on February 18, 2005 by (person appearing before notary public) Chris Osborn.

/S/    STEPHANIE CHASSIN
Name:	Stephanie Chassin
Notary Public

Notarial Seal

(Notary Acknowledgment)

[VCR/LVSI Amended and Restated Deed of Trust]

N-2

EXHIBIT A

DESCRIPTION OF PHASE I HOTEL/CASINO LAND

Real property in the City of Las Vegas, County of Clark, State of Nevada, described as follows:

PARCEL 6: (Parcels 6 thru 14)

A PARCEL OF LAND SITUATE IN THE WEST HALF (W 1/2) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE CENTER QUARTER CORNER OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., AS SHOWN ON PARCEL MAP IN FILE 33, PAGE 98 OF CLARK COUNTY RECORDS, CLARK COUNTY, NEVADA, FROM WHENCE THE CENTER SOUTH 1/16TH CORNER OF SAID SECTION 16 BEARS SOUTH 00°24’18” EAST A DISTANCE OF 1331.31 FEET; THENCE TO THE CENTERLINE INTERSECTION OF KOVAL LANE AND SANDS AVENUE, NORTH 00°24’18” WEST A DISTANCE OF 10.00 FEET; THENCE ALONG THE CENTERLINE OF SANDS AVENUE, NORTH 88°41’36” WEST A DISTANCE OF 114.70 FEET; THENCE CONTINUING ALONG SAID CENTERLINE OF SANDS AVENUE THROUGH A TANGENT CURVE TO THE RIGHT, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 600.00 FEET, A CENTRAL ANGLE OF 50°30’45”, AND AN ARC LENGTH OF 528.96 FEET; THENCE DEPARTING SAID CENTERLINE OF SANDS AVENUE, SOUTH 51°49’09” WEST A DISTANCE OF 50.00 FEET TO A POINT ON THE WEST RIGHT-OF-WAY OF SAID SANDS AVENUE AND THE POINT OF BEGINNING;

THENCE ALONG THE BOUNDARY OF LOT 2 AS SHOWN ON AMENDED PARCEL MAP FILED IN FILE 91, PAGE 89 OF PARCEL MAPS, THE FOLLOWING SIX (6) COURSES: SOUTH 51°33’08” WEST A DISTANCE OF 213.88 FEET; THENCE SOUTH 01°00’22” WEST A DISTANCE OF 203.20 FEET; THENCE NORTH 89°00’34” WEST A DISTANCE OF 110.80 FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE TO THE WEST, HAVING A RADIUS OF 410.82 FEET AND THROUGH WHICH A LINE TO THE RADIUS POINT BEARS SOUTH 62°11’16” WEST; THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28°49’30”, AND AN ARC LENGTH OF 206.68 FEET; THENCE SOUTH 01°00’46” WEST A DISTANCE OF 495.04 FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE TO THE NORTH, HAVING A RADIUS OF 117.00 FEET AND THROUGH WHICH A LINE TO THE RADIUS POINT BEARS NORTH 15°08’27” WEST; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 16°08’10”, AND AN ARC LENGTH OF 32.95 FEET TO A POINT ON THE NORTH LINE OF PARCEL 2 AS SHOWN ON PARCEL MAP FILED IN FILE 56, PAGE 72 OF PARCEL MAPS; THENCE ALONG SAID LINE NORTH 89°00’17” WEST A DISTANCE OF 455.28 FEET; THENCE SOUTH 00°28’09” EAST A DISTANCE OF 7.81 FEET; THENCE NORTH 88°51’25” WEST A DISTANCE OF 562.02 FEET; THENCE NORTH 00°55’34” WEST A DISTANCE OF 200.11 FEET; THENCE NORTH 89°01’44” WEST A DISTANCE OF 132.47 FEET; THENCE NORTH 00°56’23” WEST A DISTANCE OF 175.78 FEET; THENCE NORTH 01°00’40” EAST A DISTANCE OF

Ex-A

74.35 FEET; THENCE NORTH 88°59’20” WEST A DISTANCE OF 173.15 FEET; THENCE SOUTH 41°06’38” WEST A DISTANCE OF 97.20 FEET; THENCE NORTH 88°59’20” WEST A DISTANCE OF 3.47 FEET TO A POINT ON THE EAST RIGHT-OF-WAY OF U.S. HIGHWAY NO. 91 (LAS VEGAS BLVD.), SAID POINT BEING THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 3960.00 FEET AND THROUGH WHICH A LINE TO THE RADIUS POINT BEARS SOUTH 69°04’19” EAST; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 07°04’39”, AND AN ARC LENGTH OF 489.16 FEET; THENCE CONTINUING ALONG SAID EAST RIGHT-OF-WAY, NORTH 28°00’20” EAST A DISTANCE OF 247.72 FEET; THENCE DEPARTING SAID RIGHT-OF-WAY, SOUTH 89°05’40” EAST A DISTANCE OF 336.41 FEET; THENCE NORTH 00°59’07” EAST A DISTANCE OF 89.23 FEET; THENCE SOUTH 88°59’59” EAST A DISTANCE OF 443.60 FEET; THENCE SOUTH 01°00’00” WEST A DISTANCE OF 38.17 FEET; THENCE NORTH 89°00’00” WEST A DISTANCE OF 10.67 FEET; THENCE SOUTH 01°00’00” WEST A DISTANCE OF 38.67 FEET; THENCE SOUTH 89°00’00” EAST A DISTANCE OF 10.67 FEET; THENCE SOUTH 01°00’00” WEST A DISTANCE OF 39.17 FEET; THENCE SOUTH 88°58’54” EAST A DISTANCE OF 380.30 FEET; THENCE NORTH 51°34’35” WEST A DISTANCE OF 172.55 FEET TO A POINT ON THE AFOREMENTIONED RIGHT-OF-WAY OF SANDS AVENUE, SAID POINT BEING THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 650.00 FEET AND THROUGH WHICH A LINE TO THE RADIUS POINT BEARS NORTH 60°54’23” EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 09°05’14”, AND AN ARC LENGTH OF 103.09 FEET TO THE POINT OF BEGINNING.

NOTE: THE ABOVE METES AND BOUNDS DESCRIPTION WAS PREPARED BY JOHN E. FORSMAN, P.L.S. 9911 COVINGTON CROSS DRIVE, SUITE 104, LAS VEGAS, NEVADA, 89144

THE ABOVE DESCRIPTION INCLUDES THE FOLLOWING DESCRIBED PARCELS OF LAND DEPICTED ON THAT CERTAIN RECORD OF SURVEY RECORDED JUNE 14, 2004 IN BOOK 20040614 AS DOCUMENT NO. 01698, IN FILE 138, PAGE 77 AND BY SURVEY RECORDED IN FILE 140, PAGE 11 OF SURVEYS:

SURVEY AREA III:

A PORTION OF LOT 1 FROM ELEVATION 2092 FEET TO 2117 FEET OF THAT CERTAIN FINAL MAP ENTITLED “FINAL MAP OF THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85 OF PLATS, AT PAGE 20, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID SECTION 16; THENCE NORTH 84°35’37” WEST, 1816.02 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00°58’05” WEST, 64.86 FEET; THENCE NORTH 89°45’02” WEST, 21.55 FEET; THENCE SOUTH 01°01’42” WEST, 28.77 FEET;

Ex-A

THENCE SOUTH 88°58’43” EAST, 10.16 FEET; THENCE SOUTH 01°01’17” WEST, 3.11 FEET; THENCE NORTH 88°43’34” WEST, 42.16 FEET; THENCE SOUTH 01°16’26” WEST, 0.92 FEET; THENCE NORTH 88°41’52” WEST, 18.54 FEET; THENCE NORTH 11°25’00” WEST, 63.44 FEET; THENCE NORTH 25°31’16” EAST, 7.68 FEET; THENCE NORTH 28°23’13” EAST, 12.38 FEET; THENCE NORTH 80°01’14” EAST, 5.72 FEET; THENCE SOUTH 09°58’46” EAST, 0.98 FEET; THENCE NORTH 79°01’11” EAST, 39.29 FEET; THENCE NORTH 00°19’42” EAST, 23.66 FEET; THENCE SOUTH 89°40’18” EAST, 18.60 FEET; THENCE SOUTH 44°07’42” EAST, 10.18 FEET; THENCE SOUTH 01°20’26” WEST, 7.31 FEET; THENCE SOUTH 89°15’28” EAST, 7.11 FEET TO THE POINT OF BEGINNING.

SURVEY AREA IV:

A PORTION OF LOT 1 FROM ELEVATION 2092± FEET TO 2117± FEET OF THAT CERTAIN FINAL MAP ENTITLED “FINAL MAP OF THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85 OF PLATS, AT PAGE 20, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID SECTION 16; THENCE NORTH 85°24’25” WEST, 1655.78 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 01°03’39” WEST, 27.98 FEET; THENCE NORTH 88°27’11” WEST, 15.87 FEET; THENCE SOUTH 01°00’49” WEST, 19.24 FEET; THENCE NORTH 88°59’11” WEST, 3.50 FEET; THENCE SOUTH 01°00’49” WEST, 6.90 FEET; THENCE SOUTH 47°14’39” WEST, 19.65 FEET; THENCE NORTH 43°50’28” WEST, 14.72 FEET; THENCE SOUTH 49°21’55” WEST, 3.73 FEET; THENCE NORTH 44°02’10” WEST, 28.71 FEET; THENCE NORTH 41°44’12” EAST, 3.74 FEET; THENCE NORTH 44°01’35” WEST, 14.81 FEET; THENCE NORTH 45°56’19” EAST, 27.76 FEET; THENCE SOUTH 43°49’53” EAST, 19.83 FEET; THENCE SOUTH 89°03’15” EAST, 5.27 FEET; THENCE NORTH 00°11’58” WEST, 0.60 FEET; THENCE NORTH 89°48’02” EAST, 15.28 FEET; THENCE NORTH 00°11’58” WEST, 3.59 FEET; THENCE NORTH 45°53’39” EAST, 6.66 FEET; THENCE NORTH 00°42’06” WEST, 2.37 FEET; THENCE NORTH 47°13’35” WEST, 8.14 FEET; THENCE NORTH 45°55’49” EAST, 9.58 FEET; THENCE SOUTH 88°48’47” EAST, 8.79 FEET; THENCE SOUTH 01°00’22” WEST, 3.36 FEET; THENCE SOUTH 88°58’09” EAST, 6.95 FEET TO THE POINT OF BEGINNING.

Ex-A

SURVEY AREA V:

A PORTION OF LOT 1 FROM ELEVATION 2092± FEET TO 2117± FEET OF THAT CERTAIN FINAL MAP ENTITLED “FINAL MAP OF THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85 OF PLATS, AT PAGE 20, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER (SW1/4) OF SAID SECTION 16; THENCE NORTH 78°10’24” WEST, 1435.98 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 01°04’16” WEST, 31.65 FEET; THENCE SOUTH 44°00’05” EAST, 13.76 FEET; THENCE SOUTH 01°05’53” WEST, 20.66 FEET; THENCE SOUTH 46°04’22” WEST, 13.66 FEET; THENCE SOUTH 17°54’51” EAST, 6.50 FEET; THENCE SOUTH 08°16’39” EAST, 15.59 FEET; THENCE SOUTH 04°10’41” WEST, 52.31 FEET; TO A POINT OF A NON-TANGENT CURVE, CONCAVE TO THE NORTHWEST, FROM WHICH BEGINNING THE RADIAL POINT BEARS SOUTH 82°38’18” EAST, A RADIUS OF 4.48 FEET, AN ARC LENGTH OF 8.42 FEET, AND THROUGH A CENTRAL ANGLE OF 107°46’49”; THENCE NORTH 65°22’25” WEST, 6.86 FEET; THENCE NORTH 40°15’30” WEST, 1.46 FEET; THENCE SOUTH 89°22’35” WEST, 10.29 FEET; THENCE SOUTH 66°57’30” WEST, 10.28 FEET; THENCE SOUTH 45°27’57” WEST, 10.30 FEET; THENCE SOUTH 22°55’00” WEST, 10.29 FEET; THENCE SOUTH 01°01’37” WEST, 10.32 FEET; THENCE SOUTH 22°03’44” EAST, 11.15 FEET; THENCE SOUTH 45°42’40” EAST, 11.06 FEET; THENCE SOUTH 00°58’41” WEST, 53.01 FEET; THENCE SOUTH 46°05’31” WEST, 42.51 FEET; THENCE NORTH 89°04’00” WEST, 24.16 FEET TO A POINT OF A NON-TANGENT CURVE, CONCAVE TO THE SOUTH, FROM WHICH BEGINNING THE RADIAL POINT BEARS SOUTH 58°02’28” WEST, A RADIUS OF 25.95 FEET, AN ARC LENGTH OF 47.39 FEET, THROUGH A CENTRAL ANGLE OF 104°39’04”; THENCE NORTH 43°58’22” WEST, 77.44 FEET; THENCE NORTH 00°49’55” EAST, 20.30 FEET; THENCE NORTH 88°33’31” WEST, 14.85 FEET; THENCE NORTH 00°37’42” EAST 55.27 FEET; THENCE SOUTH 88°59’40” EAST, 1.35 FEET; THENCE NORTH 01°00’20” EAST, 71.62 FEET; THENCE NORTH 88°58’52” WEST, 15.07 FEET; THENCE NORTH 01°00’59” EAST, 57.10 FEET; THENCE SOUTH 89°52’53” WEST, 0.97 FEET; THENCE NORTH 00°55’25” EAST, 39.52 FEET; THENCE SOUTH 89°00’47” EAST, 198.27 FEET TO POINT OF A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST, FROM WHICH BEGINNING THE RADIAL POINT BEARS SOUTH 83°49’52” EAST, A RADIUS OF 26.29 FEET, AN ARC LENGTH OF 28.41 FEET, THROUGH A CENTRAL ANGLE OF 61°54’45” TO THE POINT OF BEGINNING.

SURVEY AREA VI:

A PORTION OF LOT 1 FROM ELEVATION 2092± FEET TO 2117± FEET OF THAT CERTAIN FINAL MAP ENTITLED “FINAL MAP OF THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85 OF PLATS, AT PAGE 20, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF THE SOUTHWEST QUARTER (SW 1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID SECTION 16; THENCE NORTH 85°33’18” WEST, 1352.88 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00°59’17” WEST, 29.45 FEET; THENCE NORTH 89°00’43” WEST, 28.80 FEET; THENCE SOUTH 00°59’17” WEST, 12.00 FEET; THENCE SOUTH 89°00’43” EAST, 2.50 FEET; THENCE SOUTH 00°59’17” WEST, 8.83 FEET; THENCE NORTH 89°00’43” WEST, 2.50 FEET; THENCE SOUTH 00°59’17” WEST, 39.05 FEET; THENCE NORTH 89°52’01” WEST, 1.25 FEET; THENCE SOUTH 00°59’17” WEST, 11.19 FEET; THENCE SOUTH 43°48’15” EAST, 5.73 FEET; THENCE SOUTH

Ex-A

00°43’00” WEST, 20.49 FEET; THENCE SOUTH 89°17’00” WEST, 64.88 FEET; THENCE NORTH 00°29’26” EAST, 11.98 FEET; THENCE NORTH 42°57’37” WEST, 7.57 FEET; THENCE NORTH 46°01’06” EAST, 49.08 FEET; THENCE NORTH 01°30’30” EAST, 13.75 FEET; THENCE NORTH 89°47’58” WEST, 0.83 FEET; THENCE NORTH 00°54’44” EAST, 53.91 FEET TO THE BEGINNING OF NON-TANGENT CURVE, CONCAVE TO THE SOUTHEAST, FROM WHICH BEGINNING THE RADIAL POINT BEARS SOUTH 32°38’18” EAST, A RADIUS OF 50.14 FEET, AND ARC LENGTH OF 31.59 FEET AND THROUGH A CENTRAL ANGLE OF 36°05’25”; THENCE SOUTH 84°13’45” EAST, 32.42 FEET TO THE POINT OF BEGINNING.

SURVEY AREA VII:

A PORTION OF LOT 1 FROM ELEVATION 2092± FEET TO 2117± FEET OF THAT CERTAIN FINAL MAP ENTITLED “FINAL MAP OF THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85 OF PLATS, AT PAGE 20, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF THE SOUTHWEST QUARTER (SW 1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID SECTION 16; THENCE SOUTH 83°35’46” WEST, 1344.11 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 01°01’04” WEST, 106.39 FEET; THENCE SOUTH 45°49’38” WEST, 3.02 FEET; THENCE SOUTH 45°17’39” EAST, 3.87 FEET; THENCE SOUTH 45°55’10” WEST, 16.74 FEET; THENCE NORTH 43°56’40” WEST, 8.44 FEET; THENCE SOUTH 46°07’30” WEST, 18.47 FEET; THENCE NORTH 44°02’50” WEST, 36.27 FEET; THENCE SOUTH 46°18’42” WEST, 45.70 FEET; THENCE NORTH 43°41’18” WEST, 17.74 FEET; THENCE NORTH 21°29’24” WEST, 48.85 FEET; THENCE SOUTH 68°34’01” WEST, 8.31 FEET; THENCE NORTH 21°27’40” WEST, 11.40 FEET; THENCE SOUTH 68°35’22” WEST, 21.21 FEET; THENCE NORTH 21°48’05” WEST, 5.36 FEET; THENCE NORTH 89°32’55” WEST, 1.27 FEET; THENCE NORTH 01°00’49” EAST, 1.98 FEET; THENCE NORTH 18°57’05” WEST, 10.49 FEET TO THE BEGINNING OF NON-TANGENT CURVE, CONCAVE TO THE SOUTHWEST, FROM WHICH BEGINNING THE RADIAL POINT BEARS NORTH 80°11’41” WEST, A RADIUS OF 26.17 FEET, AND ARC LENGTH OF 29.91 FEET AND THROUGH A CENTRAL ANGLE OF 65°30’15”; THENCE NORTH 01°06’30” EAST, 32.29 FEET; THENCE NORTH 46°05’10” EAST, 14.18 FEET; THENCE SOUTH 89°00’18” EAST, 31.89 FEET; THENCE NORTH 00°36’53” EAST, 11.81 FEET; THENCE SOUTH 89°01’53” EAST, 110.47 FEET; THENCE SOUTH 43°59’38” EAST, 24.34 FEET TO THE POINT OF BEGINNING.

SURVEY AREA VIII:

A PORTION OF LOT 1 FROM ELEVATION 2092± FEET TO 2117± FEET OF THAT CERTAIN FINAL MAP ENTITLED “FINAL MAP OF THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85 OF PLATS, AT PAGE 20, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF THE SOUTHWEST QUARTER (SW 1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY NEVADA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID SECTION 16; THENCE SOUTH 78°17’25” WEST, 1492.03 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 01°04’44” WEST, 3.25 FEET; THENCE NORTH 88°57’17” WEST, 6.84 FEET; THENCE SOUTH 23°14’08” WEST, 37.57 FEET; THENCE NORTH 89°03’09” WEST, 6.60 FEET; THENCE NORTH 00°56’51” EAST, 31.87 FEET; THENCE SOUTH 89°00’17” EAST, 15.03 FEET; THENCE NORTH 00°41’11” EAST, 6.18 FEET; THENCE SOUTH 88°55’16” EAST, 12.69 FEET TO THE POINT OF BEGINNING.

Ex-A

SURVEY AREA IX:

A PORTION OF LOT 1 FROM ELEVATION 2092± FEET TO 2117± FEET OF THAT CERTAIN FINAL MAP ENTITLED “FINAL MAP OF THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85 OF PLATS, AT PAGE 20, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID SECTION 16; THENCE SOUTH 82°45’43” WEST, 1608.31 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 01°17’31” WEST, 16.38 FEET; THENCE NORTH 89°14’31” WEST, 0.32 FEET; THENCE SOUTH 00°45’29” WEST, 14.46 FEET; THENCE SOUTH 88°53’39” EAST, 10.63 FEET; THENCE SOUTH 01°06’21” WEST, 0.28 FEET; THENCE SOUTH 88°41’45” EAST, 3.48 FEET; THENCE SOUTH 01°03’49” WEST, 3.50 FEET; THENCE SOUTH 88°34’59” EAST, 2.75 FEET; THENCE SOUTH 00°59’45” WEST, 25.16 FEET; THENCE NORTH 88°55’00” WEST, 0.15 FEET; THENCE SOUTH 01°05’00” WEST, 12.22 FEET; THENCE NORTH 88°44’37” WEST, 1.37 FEET; THENCE SOUTH 01°15’23” WEST, 1.35 FEET; THENCE SOUTH 88°39’50” EAST, 3.17 FEET; THENCE SOUTH 00°46’02” EAST, 3.38 FEET; THENCE NORTH 89°13’58” EAST, 3.45 FEET; THENCE SOUTH 01°00’09” WEST, 16.37 FEET; THENCE SOUTH 01°13’40” WEST, 11.39 FEET; THENCE NORTH 88°14’40” WEST, 2.02 FEET; THENCE SOUTH 02°04’46” WEST, 5.18 FEET; THENCE SOUTH 87°55’14” EAST, 3.49 FEET; THENCE SOUTH 01°03’13” WEST, 26.53 FEET; THENCE NORTH 89°52’17” WEST, 2.81 FEET; THENCE NORTH 01°09’36” EAST, 1.46 FEET; THENCE NORTH 88°50’24” WEST, 9.43 FEET; THENCE NORTH 88°58’24” WEST, 49.66 FEET; THENCE NORTH 02°17’12” EAST, 3.51 FEET; THENCE SOUTH 89°53’42” WEST, 1.09 FEET; THENCE NORTH 00°35’56” EAST, 12.24 FEET; THENCE SOUTH 89°53’17” WEST, 1.54 FEET; THENCE SOUTH 01°20’33” WEST, 1.41 FEET; THENCE NORTH 88°52’59” WEST, 48.27 FEET; THENCE SOUTH 00°38’40” WEST, 14.58 FEET; THENCE NORTH 89°21’20” WEST, 12.40 FEET; THENCE SOUTH 00°58’18” WEST, 5.00 FEET; THENCE NORTH 89°21’20” EAST, 2.51 FEET; THENCE SOUTH 00°38’40” WEST, 18.87 FEET; THENCE NORTH 89°01’42” WEST, 5.00 FEET; THENCE SOUTH 00°58’18” WEST, 7.36 FEET; THENCE NORTH 89°01’42” WEST, 17.37 FEET; THENCE NORTH 00°58’12” EAST, 25.60 FEET; THENCE NORTH 89°33’01” WEST, 1.70 FEET; THENCE NORTH 00°26’59” EAST, 4.71 FEET; THENCE SOUTH 89°33’01” EAST, 1.70 FEET; THENCE NORTH 00°58’09” EAST, 27.20 FEET; THENCE

Ex-A

NORTH 89°22’24” WEST, 1.70 FEET; THENCE NORTH 00°37’36” EAST, 4.76 FEET; THENCE SOUTH 89°22’24” EAST, 1.70 FEET; THENCE NORTH 00°55’52” EAST, 27.13 FEET; THENCE NORTH 89°08’33” WEST, 1.70 FEET; THENCE NORTH 00°51’27” EAST, 4.74 FEET; THENCE SOUTH 89°08’33” EAST, 1.70 FEET; THENCE NORTH 00°54’55” EAST, 27.16 FEET; THENCE NORTH 88°52’32” WEST, 1.70 FEET; THENCE NORTH 01°07’28” EAST, 4.74 FEET; THENCE SOUTH 88°14’38” EAST, 1.70 FEET; THENCE NORTH 01°07’10” EAST, 7.22 FEET; THENCE NORTH 46°05’43” EAST, 9.32 FEET; THENCE NORTH 44°31’53” EAST, 2.07 FEET; THENCE NORTH 45°47’10” WEST, 0.88 FEET; THENCE NORTH 45°54’01” EAST, 34.34 FEET; THENCE SOUTH 88°56’11” EAST, 31.57 FEET; THENCE NORTH 01°11’19” EAST, 2.52 FEET; THENCE SOUTH 88°48’41” EAST, 17.98 FEET; THENCE SOUTH 01°11’19” WEST, 2.46 FEET; THENCE SOUTH 89°01’42” EAST, 40.85 FEET TO THE POINT OF BEGINNING.

The above descriptions were prepared by Robert B. Barnes, P.L.S.

Professional Land Surveyor Nevada License No. 14186

EXCEPTING THEREFROM ANY PORTION LYING WITHIN UNIT 1 OF THE FINAL MAP OF THE VENETIAN COMMERCIAL SUBDIVISION MAP FILED IN BOOK 85 OF PLATS, PAGE 20 IN THE OFFICE OF THE COUNTY RECORDER OF CLARK COUNTY, NEVADA.

FURTHER EXCEPTING THEREFROM THAT PORTION AS CONVEYED TO GRAND CANAL SHOPS II, LLC, A DELAWARE LIMITED LIABILITY COMPANY (FOR COFFEE BEAN & TEA LEAF) BY THAT CERTAIN QUITCLAIM DEED RECORDED JUNE 10, 2004 IN BOOK 20040610 AS INSTRUMENT NO. 05116 AND CORRECTION DEED RECORDED AUGUST 12, 2004 IN BOOK 20040812 AS INSTRUMENT NO. 04342 OF OFFICIAL RECORDS.

PARCEL 9: (CANYON RANCH SPA CLUB)

SURVEY AREA II

A PORTION OF UNIT 1 FROM ELEVATION OF 2132± FEET TO 2148± FEET OF THAT CERTAIN FINAL MAP ENTITLED “FINAL MAP OF THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85 OF PLATS, AT PAGE 20, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF THE SOUTHWEST QUARTER (SW 1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID SECTION 16; THENCE NORTH 81°54’54” WEST, 1260.40 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 01°04’06” WEST, 12.08 FEET; THENCE SOUTH 88°55’54” EAST, 3.00 FEET; THENCE SOUTH 01°06’48” WEST, 236.12 FEET; THENCE SOUTH 47°19’35” WEST, 23.78 FEET; THENCE NORTH 43°58’35” WEST, 19.78 FEET; THENCE SOUTH 46°01’25” WEST, 14.35 FEET; THENCE NORTH 44°54’27” WEST, 27.72 FEET; THENCE NORTH 89°00’13” WEST, 42.54 FEET; THENCE NORTH 00°56’55” EAST,

Ex-A

80.30 FEET; THENCE NORTH 89°30’38” WEST, 2.11 FEET; THENCE SOUTH 00°29’22” WEST, 1.90 FEET; THENCE NORTH 88°54’53” WEST, 26.11 FEET; THENCE NORTH 02°19’39” EAST, 1.64 FEET; THENCE NORTH 89°31’18” WEST, 1.71 FEET; THENCE NORTH 01°05’54” EAST, 27.40 FEET; THENCE SOUTH 88°09’48” EAST, 2.11 FEET; THENCE NORTH 00°12’37” EAST, 0.65 FEET; THENCE SOUTH 87°20’14” EAST, 13.02 FEET; THENCE NORTH 02°39’46” EAST, 30.98 FEET; THENCE SOUTH 87°20’14” EAST, 46.05 FEET; THENCE NORTH 02°39’46” EAST, 5.13 FEET; THENCE SOUTH 89°05’30” EAST, 11.75 FEET; THENCE NORTH 00°54’30” EAST, 2.40 FEET; THENCE SOUTH 88°59’44” EAST, 6.06 FEET; THENCE NORTH 01°00’16” EAST, 0.90 FEET; THENCE SOUTH 88°59’44” EAST, 10.00 FEET; THENCE NORTH 01°00’16” EAST, 95.76 FEET; THENCE SOUTH 88°55’54” EAST, 41.15 FEET TO THE POINT OF BEGINNING.

NOTE: THE ABOVE METES AND BOUNDS DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN DOCUMENT RECORDED AUGUST 12, 2004 IN BOOK 20040812 AS INSTRUMENT NO. 04341.

NOTE: THE ABOVE METES AND BOUNDS DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN DOCUMENT RECORDED AUGUST 12, 2004 IN BOOK 20040812 AS INSTRUMENT NO. 04341.

PARCEL 11: (CENTRAL PARK)

PARCEL 11A:

Lot One (1) in Block Two (2) of Amended Plat of Central Park West as shown by map thereof on file in Book 10 of Plats, Page 13, in the Office of the County Recorder of Clark County, Nevada.

PARCEL 11B:

Lots Eight (8) and Fourteen (14) in Block One (1) and Lots Three (3), Four (4), Seven (7), Eight (8) and Nine (9) in Block Three (3) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

PARCEL 11C:

Lot Seven (7) in Block One (1) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

Ex-A

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northeast Corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence North 88°45’10” West (Basis of Bearing) along the East-West center of said Section 16, 297.53 feet; thence South 01°14’50” West, 40.00 feet; thence continuing South 01°14’50 West along the West line of Lot Sixteen (16), Block One (1) of Central Park West recorded as Book 8 of Plats, Page 23 Clark County Official Records, 126.00 feet; thence along the Westerly property line of the Easterly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96 Clark County Official Records as shown on sheet 4 of 4 of said Plat the following described courses: South 38°23’58” West, 124.87 feet; South 03°25’20” West, 143.05 feet; South 05°05’20” East, 146.54 feet; South 75°54’00” East, 186.65 feet; South 00°58’10” West, 297.06 feet to the True Point of Beginning; thence continuing along said Westerly property line, South 00°58’10” West, 223.70 feet; thence departing said Westerly property line South 88°27’52” East along the North Right of Way line of Westchester Drive, 11.78 feet; thence North 01°53’42” East, 218.71 feet; thence North 70°29’00” West, 16.15 feet to the True Point of Beginning.

PARCEL 11D:

Lot Nine (9) in Block One (1) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northeast Corner of Said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence North 88°45’10” West (Basis of Bearing) along the East-West center of said Section 16, 297.53 feet; thence South 01°14’50” West, 40.00 feet; thence continuing South 01°14’50” West along the West line of Lot Sixteen (16), Block One (1) of Central Park West recorded as Book 8 of Plats, Page 23, Clark County Official Records, 126.00 feet; thence along the Westerly property line of the Easterly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records as shown on sheet 4 of 4 of said Plat the following described courses, South 38°23’58” West, 124.87 feet; South 03°25’20” West, 143.05 feet; South 05°05’20” East, 146.54 feet; South 75°54’00” East, 50.00 feet to the True Point of Beginning; thence continuing along said Westerly property line, 136.65 feet; thence along said Westerly property line South 00°58’10” West, 297.06 feet; thence South 70°29’00” East, 16.15 feet; thence the following described courses, North 01°53’42” East, 86.79 feet; North 56°31’26” West, 10.35 feet; North 03°53’12” West, 84.32 feet; North 00°35’09” East, 125.84 feet; North 75°45’45” West, 133.04 feet; North 64°22’43” West, 3.63 feet; South 17°40’50” West, 1.05 feet to the True Point of Beginning.

PARCEL 11E:

Lot Ten (10) in Block One (1) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

Ex-A

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northeast Corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence North 88°45’10” West (Basis of Bearing) along the East-West center of said Section 16, 297.53 feet; thence South 01°14’50” West, 40.00 feet; thence continuing South 01°14’50” West along the West line of Lot Sixteen (16), Block One (1) of Central Park West recorded as Book 8 of Plats, Page 23 Clark County Official Records, 126.00 feet; thence along the Westerly property line of the Easterly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records as shown on sheet 4 of 4 of said plat the following described courses, South 38°23’58” West, 124.87 feet; South 03°25’20” West, 143.05 feet; South 05°05’20” East, 146.54 feet to the True Point of Beginning; thence continuing along said Westerly property line, South 75°54’00” East, 50.00 feet; thence North 17°40’50” East, 1.05 feet; thence North 64°22’43” West, 40.72 feet; thence South 62°01’10” West, 13.70 feet to the True Point of Beginning.

PARCEL 11F:

Lot Eleven (11) in Block One (1) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northeast Corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence North 88°45’10” West (Basis of Bearing) along the East-West center of said Section 16, 297.53 feet; thence South 01°14’50” West, 40.00 feet; thence continuing South 01°14’50” West along the West line of Lot Sixteen (16), Block One (1) of Central Park West recorded as Book 8 of Plats, Page 23, Clark County Official Records, 126.00 feet; thence along the Westerly property line of the Easterly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records as shown on sheet 4 of 4 of said plat the following described courses, South 38°23’58” West, 124.87 feet; South 03°25’20” West, 143.05 feet; South 05°05’20” East, 96.54 feet to the True Point of Beginning; thence continuing along said Westerly property line, South 05°05’20” East, 50.00 feet; thence North 62°01’10” East, 13.70 feet; thence North 64°22’43” West, 14.71 feet; thence North 05°23’09” West, 37.28 feet; thence North 59°27’21” West, 0.15 feet to the True Point of Beginning.

Ex-A

PARCEL 11G:

Lot Twelve (12) in Block One (1) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northeast Corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence North 88°45’10” West (Basis of Bearing) along the East-West center of said Section 16, 297.53 feet; thence South 01°14’50” West, 40.00 feet; thence continuing South 01°14’50” West along the West line of Lot Sixteen (16), Block One (1) of Central Park West recorded as Book 8 of Plats, Page 23 Clark County Official Records, 126.00 feet; thence along the Westerly property line of the Easterly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records as shown on sheet 4 of 4 of said plat the following described courses, South 38°23’58” West, 124.87 feet; South 03°25’20” West, 91.05 feet to the True Point of Beginning; thence continuing along said Westerly property line, South 03°25’20” West, 52.00 feet; South 05°05’20” East, 96.54 feet; thence South 59°27’21” East, 0.15 feet; thence North 05°23’09” West, 73.55 feet; thence North 03°21’12” West, 21.99 feet; thence North 03°39’07” East, 53.50 feet; thence South 61°57’48” West, 0.91 feet to the True Point of Beginning.

PARCEL 11H:

Lot Thirteen (13) in Block One (1) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northeast Corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence North 88°45’10” West (Basis of Bearing) along the East-West center of said Section 16, 297.53 feet; thence South 01°14’50” West, 40.00 feet; thence continuing South 01°14’50” West along the West line of Lot Sixteen (16), Block One (1) of Central Park West recorded as Book 8 of Plats, Page 23, Clark County Official Records, 126.00 feet; thence along the Westerly property line of the Easterly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records, as shown on sheet 4 of 4 of said plat, South 38°23’58” West, 124. 87 feet to the True Point of Beginning; thence continuing along said Westerly property line, South 03°25’20” West, 91.05 feet; thence

Ex-A

North 61°57’48” East, 0.91 feet; thence North 03°39’07” East, 43.69 feet; thence North 27°10’16” East 44.40 feet; thence North 29°21’00” East, 4.44 feet; thence North 80°23’00” West, 20.89 feet to the True Point of Beginning.

PARCEL 11I:

Lot Fifteen (15) in Block One (1) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northeast Corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence North 88°45’10” West (Basis of Bearing) along the East-West center of said Section 16, 297.53 feet; thence South 01°14’50” West, 40.00 feet; thence continuing South 01°14’50” West along the West line of Lot Sixteen (16), Block One (1) of Central Park West recorded as Book 8 of Plats, Page 23, Clark County Official Records, 126.00 feet; thence along the Westerly property line of the Easterly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96 Clark County Official Records as shown on sheet 4 of 4 of said plat, South 38°23’58” West, 124.87 feet; thence South 80°23’00” East, 20.89 feet; thence North 29°21’00” East, 117.27 feet; thence North 01°29’24” East, 125.12 feet to a point on the Southerly Right of Way line of Sands Avenue (80.00 feet wide); thence North 88°45’10 West along said Right of Way line, 1.03 feet to the True Point of Beginning.

PARCEL 11J:

Lot One (1) in Block Three (3) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

EXCEPTING THEREFROM

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northwest corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence South 88°45’10” East (Basis of Bearing) along the East-West center of said Section 16, 185.54 feet; thence South 01°14’50” West, 40.00 feet to a point, said point being North 88°45’10’ West, 0.71 feet from the most Northeasterly corner of the Westerly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records, as shown on sheet 2 of 4 of said Plat; thence along the centerline of an existing block wall the following described courses, South 00°06’03” East, 314.65 feet, South 28°29’57” West 2.76 feet; South 12°25’06” East, 18.93 feet to a point on the Easterly

Ex-A

property line of the above mentioned Reversionary Map also being the True Point of Beginning; thence continuing South 12°25’06” East over a portion of Lot One (1), Block Three (3) of Central Park West recorded as Book 8 of Plats, Page 23, Clark County Officials Records, 29.71 feet to a point on the Easterly property line of said Reversionary Map; thence North 56°13’40” West along said Easterly property line, 7.45 feet; thence North 00°26’37” West along said Easterly property line, 24.87 feet to the True Point of Beginning.

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northwest corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence South 88°45’10” East (Basis of Bearing) along the East-West center of said Section 16, 185.54 feet; thence South 01°14’50” West, 40.00 feet to a point, said point being North 88°45’10’ West, 0.71 feet from the most Northeasterly corner of the Westerly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records as shown on sheet 2 of 4 of said Plat; thence along the centerline of an existing block wall the following described courses, South 00°06’03” East, 314.65 feet, South 28°29’57” West 2.76 feet; South 12°25’06” East, 18.93 feet to a point on the Easterly property line of the above mentioned Reversionary Map; thence continuing South 12°25’06” East over a portion of Lot One (1), Block Three (3) of Central Park West, recorded as Book 8 of Plats, Page 23, Clark County Officials Records, 29.71 feet to a point on said Easterly property line of said Reversionary Map also being the True Point of Beginning; thence continuing South 12°25’06” East, 13.30 feet; South 51°03’15” East, 30.37 feet; thence North 55°10’20” East, 12.83 feet to a point on said Easterly property line; thence North 56°13’40” West along said Easterly property line, 44.52 feet to the True Point of Beginning.

AND

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County, Nevada, more particularly described as follows:

Commencing at the Northwest corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence South 88°45’10” East (Basis of Bearing) along the East-West center of said Section 16, 185.54 feet; thence South 01°14’ 50” West, 40.00 feet to the True Point of Beginning, said point being North 88°45’10” West, 0.71 feet from the most Northeasterly corner of the Westerly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Officials Records, as shown on sheet 2 of 4 of said Plat; thence along the centerline of an existing block wall the following described courses, South 00°06’03” East, 314.65 feet, South 28°29’57” West, 2.76 feet; South 12°25’06” East, 18.93 feet to a point on the Easterly property line of the above mentioned Reversionary Map; thence departing said block wall North 00°26’37” West along the said Easterly property line of said Reversionary Map, 335.56 feet; thence North 88°45’10” West, 0.71 feet to the True Point of Beginning.

Ex-A

PARCEL 11K:

Lot Two (2) in Block Three (3) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northwest corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence South 88°45’10” East (Basis of Bearing) along the East-West center of said Section 16, 185.54 feet; thence South 01°14’50” West, 40.00 feet to a point, said point being North 88°45’10” West, 0.71 feet from the most Northeasterly corner of the Westerly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Officials Records, as shown on sheet 2 of 4 of said Plat; thence along the centerline of an existing block wall the following described courses, South 00°06’03” East, 314.65 feet, South 28°29’57” West, 2.76 feet; South 12°25’06” East, 18.93 feet to a point on the Easterly property line of the above mentioned Reversionary Map; thence continuing South 12°25’06” East over a portion of Lot One (1), Block Three (3) of Central Park West recorded as Book 8 of Plats, Page 23 Clark County Officials Records, 29.71 feet to a point on said Easterly property line of said Reversionary Map; thence continuing South 12°25’06” East, 13.30 feet; South 51°03’16” East, 30.37 feet to the True Point of Beginning; thence continuing South 51°03’16” East, 22.07 feet; South 70°06’21” East, 51.56 feet; South 31°36’13” East, 216.28 feet; thence North 88°21’00” East, 4.87 feet to a point on said Easterly property line; thence North 32°02’00” West along said Easterly property line, 216.83 feet; thence North 56°13’40” West along said Easterly property line, 70.16 feet; thence South 55°10’20” West, 12.83 feet to the True Point of Beginning.

PARCEL 11L:

Lot Five (5) in Block Three (3) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

EXCEPTING THEREFROM

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northwest corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence South 88°45’10” East (Basis of Bearing) along the East-West center of said Section 16, 185.54 feet; thence South 01°14’50” West, 40.00 feet to a point, said point being North 88°45’10” West, 0.71 feet from the most Northeasterly corner of the Westerly portion of a

Ex-A

Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records, as shown on sheet 2 of 4 of said Plat; thence along the centerline of an existing block wall the following described courses, South 0°06’03” East, 314.65 feet, South 28°29’57” West 2.76 feet; South 12°25’06” East 18.93 feet to a point on the Easterly property line of the above mentioned Reversionary Map; thence continuing South 12°25’06” East over a portion of Lot One (1), Block Three (3) of Central Park West, recorded as Book 8 of Plats, Page 23, Clark County Officials Records, 29.71 feet to a point on said Easterly property line of said Reversionary Map; thence continuing South 12°25’06” East, 13.30 feet; South 51°03’16” East, 52.44 feet; South 70°06’21” East, 51.56 feet; South 31°36’13” East, 273.13 feet; South 02°21’14” East, 61.55 feet; North 88°43’09” East, 3.81 feet to a point on said Easterly property line of said Reversionary Map also being the True Point of Beginning; thence continuing North 88°32’09” East over a portion of Lot Five (5), Block Three (3) of said plat of Central Park West, 3.95 feet; thence South 02°30’28” East, 2.99 feet to a point on said Easterly property line of said Reversionary Map; thence North 69°51’50” West along said Easterly property line, 4.74 feet; thence North 16°16’50” East along said Easterly property line, 1.32 feet to the True Point of Beginning.

AND

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northwest corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence South 88°45’10” East (Basis of Bearing) along the East-West center of said Section 16, 185.54 feet; thence South 01°14’50” West, 40.00 feet to a point, said point being North 88°45’10” West, 0.71 feet from the most Northeasterly corner of the Westerly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records, as shown on sheet 2 of 4 of said Plat; thence along the centerline of an existing block wall the following described courses, South 00°06’03” East, 314.65 feet, South 28°29’57” West 2.76 feet; South 12°25’06” East 18.93 feet to a point on the Easterly property line of the above mentioned Reversionary Map; thence continuing South 12°25’06” East over a portion of Lot One (1), Block Three (3) of Central Park West, recorded as Book 8 of Plats, Page 23, Clark County Officials Records, 29.71 feet to a point on said Easterly property line of said Reversionary Map; thence continuing South 12°25’06” East, 13.30 feet; South 51°03’16” East, 52.44 feet; South 70°06’21” East, 51.56 feet; South 31°36’13” East, 273.13 feet; South 02°21’14” East, 61.55 feet; North 88°43’09” East, 3.81 feet to a point on said Easterly property line of said Reversionary Map; thence continuing North 88°43’09” East over a portion of Lot Five (5), Block Three (3) of said plat of Central Park West, 3.95 feet; thence South 02°30’28” East, 2.99 feet to a point on said Easterly property line of said Reversionary Map; thence continuing South 02°30’28” East, 8.72 feet; thence North 88°32’20” East, 21.86 feet to a point on said Easterly property line of said Reversionary Map also being the True Point of Beginning; thence continuing North 88°32’20” East over a portion of Lot Five (5), Block Three (3) of said plat of Central Park West, 29.59 feet; thence South 29°11’43” East, 14.24 feet; thence South 80°55’10” West, 3.30 feet to a point on said Easterly property line of said Reversionary Map; thence North 69°51’50” West along said easterly property line, 35.43 feet to the True Point of Beginning.

Ex-A

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County, Nevada, more particularly described as follows:

Commencing at the Northwest corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence South 88°45’10” East (Basis of Bearing) along the East-West center of said Section 16, 185.54 feet; thence South 01°14’50” West, 40.00 feet to a point, said point being North 88°45’10” West, 0.71 feet from the most Northeasterly corner of the Westerly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records, as shown on sheet 2 of 4 of said Plat; thence along the centerline of an existing block wall the following described courses, South 00°06’03” East, 314.65 feet, South 28°29’57” West 2.76 feet; South 12°25’06” East, 18.93 feet to a point on the Easterly property line of the above mentioned Reversionary Map; thence continuing South 12°25’06” East over a portion of Lot One (1), Block Three (3) of Central Park West recorded as Book 8 of Plats, Page 23, Clark County Officials Records, 29.71 feet to a point on said Easterly property line of said Reversionary Map; thence continuing South 12°25’06” East, 13.30 feet; South 51°03’16” East, 52.44 feet; South 70°06’21” East, 51.56 feet; South 31°36’13” East, 216.28 feet to the True Point of Beginning; thence continuing South 31°36’13” East, 56.85 feet; South 02°21’14” East, 61.55 feet, North 88°43’09” East, 3.81 feet to a point on said Easterly property line of said Reversionary Map; thence North 16°16’50” East along said Easterly property line, 116.48 feet; thence South 88°21’60” West along said Easterly property line and its prolongation, 68.81 feet to the True Point of Beginning.

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County, Nevada, more particularly described as follows:

Commencing at the Northwest corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence South 88°45’10” East (Basis of Bearing) along the East-West center of said Section 16, 185.54 feet; thence South 01°14’50” West, 40.00 feet to a point, said point being North 88°45’10” West, 0.71 feet from the most Northeasterly corner of the Westerly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records, as shown on sheet 2 of 4 of said Plat; thence along the centerline of an existing block wall the following described courses, South 0°06’03” East, 314.65 feet, South 28°29’57” West, 2.76 feet; South 12°25’06” East, 18.93 feet to a point on the Easterly property line of the above mentioned Reversionary Map; thence continuing South 12°25’06” East over a portion of Lot One (1), Block Three (3) of Central Park West, recorded as Book 8 of Plats, Page 23, Clark County Official Records, 29.71 feet to a point on said Easterly property line of said Reversionary Map; thence continuing South 12°25’06” East, 13.30 feet; South 51°03’16” East, 52.44 feet; South 70°06’21” East, 51.56 feet; South 31°36’13” East, 273.13 feet; South 02°21’14” East, 61.55 feet; North 88°43’09” East, 3.81 feet to a point on said Easterly property line of said Reversionary Map; thence continuing North 88°43’09” East over a portion of Lot

Ex-A

Five (5), Block Three (3) of said Plat of Central Park West, 3.95 feet; thence South 02°30’28” East, 2.99 feet to a point on said Easterly property line of said Reversionary Map also being the True Point of Beginning; thence continuing South 02°30’28” East, 8.72 feet; thence North 88°32’20” East, 21.86 feet; thence departing said block wall North 69°51’50” West along said Easterly property line of said Reversionary Map, 23.69 feet to the True Point of Beginning.

PARCEL 11M:

Lot Six (6) in Block Three (3) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

EXCEPTING THEREFROM

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northwest corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence South 88°45’10” East (Basis of Bearing) along the East-West center of said Section 16, 185.54 feet; thence South 01°14’50” West, 40.00 feet to a point, said point being North 88°45’10” West, 0.71 feet from the most Northeasterly corner of the Westerly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records, as shown on sheet 2 of 4 of said Plat; thence along the centerline of an existing block wall the following described courses, South 0°06’03” East, 314.65 feet, South 28°29’57” West, 2.76 feet; South 12°25’06” East, 18.93 feet to a point on the Easterly property line of the above mentioned Reversionary Map; thence continuing South 12°25’06” East over a portion of Lot One (1), Block Three (3) of Central Park West, recorded as Book 8 of Plats, Page 23, Clark County Official Records, 29.71 feet to a point on said Easterly property line of said Reversionary Map; thence continuing South 12°25’06” East, 13.30 feet; South 51°03’16” East, 52.44 feet; South 70°06’21” East, 51.56 feet; South 31°36’13” East, 273.13 feet; South 02°21’14” East, 61.55 feet; North 88°43’09” East, 3.81 feet to a point on said Easterly property line of said Reversionary Map; thence continuing North 88°32’09” East over a portion of Lot Five (5), Block Three (3) of said Plat of Central Park West, 3.95 feet; thence South 02°30’28” East, 2.99 feet to a point on said Easterly property line of said Reversionary Map; thence continuing South 02°30’28” East, 8.72 feet; thence North 88°32’20” East, 21.86 feet to a point on said Easterly property line of said Reversionary Map; thence continuing North 88°32’20” East over a portion of Lot Five (5), Block Three (3) of said Plat of Central Park West, 29.59 feet; thence South 29°11’43” East, 14.24 feet to the True Point of Beginning; thence continuing South 29°11’43” East, over a portion of Lot Six (6), Block Three (3) of said plat of Central Park West 45.50 feet to a point on said Easterly property line of said Reversionary Map; thence North 32°59’40” West along said Easterly property line, 46.74 feet; thence North 80°55’10” East, 3.30 feet to the True Point of Beginning.

Ex-A

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northwest corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence South 88°45’10” East (Basis of Bearing) along the East-West center of said Section 16, 185.54 feet; thence South 01°14’50” West, 40.00 feet to a point, said point being North 88°45’10” West, 0.71 feet from the most Northeasterly corner of the Westerly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Officials Records, as shown on sheet 2 of 4 of said Plat; thence along the centerline of an existing block wall the following described courses, South 0°06’03” East, 314.65 feet, South 28°29’57” West, 2.76 feet; South 12°25’06” East, 18.93 feet to a point on the Easterly property line of the above mentioned Reversionary Map; thence continuing South 12°25’06” East over a portion of Lot One (1), Block Three (3) of Central Park West recorded as Book 8 of Plats, Page 23 Clark County Officials Records, 29.71 feet to a point on said Easterly property line of said Reversionary Map; thence continuing South 12°25’06” East, 13.30 feet; South 51°03’16” East, 52.44 feet; South 70°06’21” East, 51.56 feet; South 31°36’13” East, 273.13 feet; South 02°21’14” East, 61.55 feet; North 88°43’09” East, 3.81 feet to a point on said Easterly property line of said Reversionary Map; thence continuing North 88°43’09” East over a portion of Lot Five (5), Block Three (3) of said Plat of Central Park West, 3.95 feet; thence South 02°30’28” East, 2.99 feet to a point on said Easterly property line of said Reversionary Map; thence continuing South 02°30’28” East, 8.72 feet; thence North 88°32’20” East, 21.86 feet to a point on said Easterly property line of said Reversionary Map; thence continuing North 88°32’20” East over a portion of Lots Five (5) and Six (6), Block Three (3) of said Plat of Central Park West, 29.59 feet; thence South 29°11’43” East, 59.74 feet to a point on said Easterly property line of said Reversionary Map also being the True Point of Beginning; thence continuing South 29°11’43” East, 83.49 feet; thence South 13°37’04” East, 13.70 feet; thence continuing along said centerline of said block wall and its projection South 55°54’29” East, 20.47 feet to a point on said Easterly property line of said Reversionary Map; thence departing said block wall and its projection North 12°13’30” East along said Easterly property line, 2.96 feet; thence North 32°59’40” West along said property line, 113.00 feet to the True Point of Beginning.

The above metes and bounds descriptions last appeared in that certain Grant, Bargain, Sale Deed recorded May 6, 2004 in Book 20040506 as Document No. 03640, Official Records.

Parcel 11N:

Together with that portion of Central Park Circle as vacated by order of vacation recorded October 5, 2004 in Book 20041005 as Document No. 02227.

Ex-A

EXHIBIT B

DESCRIPTION OF CASINO LEASED PREMISES

A PARCEL OF LAND SITUATE IN THE WEST HALF (W 1/2) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE CENTER QUARTER CORNER OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., AS SHOWN ON PARCEL MAP IN FILE 33, PAGE 98 OF CLARK COUNTY RECORDS, CLARK COUNTY, NEVADA, FROM WHENCE THE CENTER SOUTH 1/16TH CORNER OF SAID SECTION 16 BEARS SOUTH 00°24’18” EAST A DISTANCE OF 1331.31 FEET; THENCE TO THE CENTERLINE INTERSECTION OF KOVAL LANE AND SANDS AVENUE, NORTH 00°24’18” WEST A DISTANCE OF 10.00 FEET; THENCE ALONG THE CENTERLINE OF SANDS AVENUE, NORTH 88°41’36” WEST A DISTANCE OF 114.70 FEET; THENCE CONTINUING ALONG SAID CENTERLINE OF SANDS AVENUE THROUGH A TANGENT CURVE TO THE RIGHT, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 600.00 FEET, A CENTRAL ANGLE OF 50°30’45”, AND AN ARC LENGTH OF 528.96 FEET; THENCE DEPARTING SAID CENTERLINE OF SANDS AVENUE, SOUTH 51°49’09” WEST A DISTANCE OF 50.00 FEET TO A POINT ON THE WEST RIGHT-OF-WAY OF SAID SANDS AVENUE AND THE POINT OF BEGINNING;

THENCE ALONG THE BOUNDARY OF LOT 2 AS SHOWN ON AMENDED PARCEL MAP FILED IN FILE 91, PAGE 89 OF PARCEL MAPS, THE FOLLOWING SIX (6) COURSES: SOUTH 51°33’08” WEST A DISTANCE OF 213.88 FEET; THENCE SOUTH 01°00’22” WEST A DISTANCE OF 203.20 FEET; THENCE NORTH 89°00’34” WEST A DISTANCE OF 110.80 FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE TO THE WEST, HAVING A RADIUS OF 410.82 FEET AND THROUGH WHICH A LINE TO THE RADIUS POINT BEARS SOUTH 62°11’16” WEST; THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28°49’30”, AND AN ARC LENGTH OF 206.68 FEET; THENCE SOUTH 01°00’46” WEST A DISTANCE OF 495.04 FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE TO THE NORTH, HAVING A RADIUS OF 117.00 FEET AND THROUGH WHICH A LINE TO THE RADIUS POINT BEARS NORTH 15°08’27” WEST; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 16°08’10”, AND AN ARC LENGTH OF 32.95 FEET TO A POINT ON THE NORTH LINE OF PARCEL 2 AS SHOWN ON PARCEL MAP FILED IN FILE 56, PAGE 72 OF PARCEL MAPS; THENCE ALONG SAID LINE NORTH 89°00’17” WEST A DISTANCE OF 455.28 FEET; THENCE SOUTH 00°28’09” EAST A DISTANCE OF 7.81 FEET; THENCE NORTH 88°51’25” WEST A DISTANCE OF 562.02 FEET; THENCE NORTH 00°55’34” WEST A DISTANCE OF 200.11 FEET; THENCE NORTH 89°01’44” WEST A DISTANCE OF 132.47 FEET; THENCE NORTH 00°56’23” WEST A DISTANCE OF 175.78 FEET; THENCE NORTH 01°00’40” EAST A DISTANCE OF 74.35 FEET; THENCE NORTH 88°59’20” WEST A DISTANCE OF 173.15 FEET; THENCE SOUTH 41°06’38” WEST A DISTANCE OF 97.20 FEET; THENCE NORTH 88°59’20” WEST A DISTANCE OF 3.47 FEET TO A POINT ON THE EAST RIGHT-OF-WAY OF U.S. HIGHWAY NO. 91 (LAS VEGAS BLVD.), SAID POINT BEING THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF

Exh-B

3960.00 FEET AND THROUGH WHICH A LINE TO THE RADIUS POINT BEARS SOUTH 69°04’19” EAST; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 07°04’39”, AND AN ARC LENGTH OF 489.16 FEET; THENCE CONTINUING ALONG SAID EAST RIGHT-OF-WAY, NORTH 28°00’20” EAST A DISTANCE OF 247.72 FEET; THENCE DEPARTING SAID RIGHT-OF-WAY, SOUTH 89°05’40” EAST A DISTANCE OF 336.41 FEET; THENCE NORTH 00°59’07” EAST A DISTANCE OF 89.23 FEET; THENCE SOUTH 88°59’59” EAST A DISTANCE OF 443.60 FEET; THENCE SOUTH 01°00’00” WEST A DISTANCE OF 38.17 FEET; THENCE NORTH 89°00’00” WEST A DISTANCE OF 10.67 FEET; THENCE SOUTH 01°00’00” WEST A DISTANCE OF 38.67 FEET; THENCE SOUTH 89°00’00” EAST A DISTANCE OF 10.67 FEET; THENCE SOUTH 01°00’00” WEST A DISTANCE OF 39.17 FEET; THENCE SOUTH 88°58’54” EAST A DISTANCE OF 380.30 FEET; THENCE NORTH 51°34’35” WEST A DISTANCE OF 172.55 FEET TO A POINT ON THE AFOREMENTIONED RIGHT-OF-WAY OF SANDS AVENUE, SAID POINT BEING THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 650.00 FEET AND THROUGH WHICH A LINE TO THE RADIUS POINT BEARS NORTH 60°54’23” EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 09°05’14”, AND AN ARC LENGTH OF 103.09 FEET TO THE POINT OF BEGINNING.

NOTE: THE ABOVE METES AND BOUNDS DESCRIPTION WAS PREPARED BY JOHN E. FORSMAN, P.L.S. 9911 COVINGTON CROSS DRIVE, SUITE 104, LAS VEGAS, NEVADA, 89144

EXCEPTING THEREFROM ANY PORTION LYING WITHIN UNIT 1 OF THE FINAL MAP OF THE VENETIAN COMMERCIAL SUBDIVISION MAP FILED IN BOOK 85 OF PLATS, PAGE 20 IN THE OFFICE OF THE COUNTY RECORDER OF CLARK COUNTY, NEVADA

Exh-B

EXHIBIT C

DESCRIPTION OF PHASE I-A AIR SPACE

Real property in the City of Las Vegas, County of Clark, State of Nevada, described as follows:

PARCEL 10:

LOT A-1 IS AN ABOVE GROUND LOT WITH THE FOLLOWING VERTICAL CONSTRAINTS: A LOWER PLACE ELEVATION OF 2090.29 FEET AND AN UPPER PLAIN ELEVATION OF 2109.79 FEET, BASED ON THE NORTH AMERICAN VERTICAL DATUM OF 1988, BEING A PORTION OF LOT 2 AS SHOWN IN FILE 96, PAGE 37 OF SURVEYS AND BEING A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85, PAGE 20 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND ALSO BEING A PORTION OF LOT “A” AS PER RECORD OF SURVEY FILE 122, PAGE 62 OF OFFICIAL CLARK COUNTY RECORDS, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER (NW1/4) OF SAID SECTION 16, BEING A POINT ON THE CENTERLINE OF KOVAL LANE; THENCE ALONG THE EAST LINE OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 16 AND THE CENTERLINE OF SAID KOVAL LANE, NORTH 00°24’18” WEST, 10.00 FEET TO THE CENTERLINE OF SANDS AVENUE (WEST); THENCE ALONG THE CENTERLINE OF SAID SANDS AVENUE, NORTH 88°41’36” WEST, 114.70 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 600.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE AND CENTERLINE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 59°35’58”, AN ARC LENGTH OF 624.13 FEET; THENCE DEPARTING SAID CENTERLINE, ALONG A RADIAL BEARING OF SOUTH 60°54’23” WEST, 50.00 FEET TO THE MOST EASTERLY CORNER OF SAID LOT 2; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2, SOUTH 51°34’35” WEST, 47.14 FEET TO THE POINT OF BEGINNING; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2 THE FOLLOWING SEVEN (7) COURSES: (1) SOUTH 51°34’35” WEST, 125.41 FEET; (2) NORTH 88°58’54” WEST, 380.30 FEET; (3) NORTH 01°00’00” EAST, 39.17 FEET; (4) NORTH 89°00’00” WEST, 10.67 FEET; (5) NORTH 01°00’00” EAST, 38.67 FEET; (6) SOUTH 89°00’00” EAST, 10.67 FEET; (7) NORTH 01°00’00” EAST, 38.17 FEET; THENCE CONTINUING NORTH 01°00’00” EAST, 100.30 FEET; THENCE SOUTH 89°04’06” EAST, 340.30 FEET; THENCE NORTH 00°55’54” EAST, 48.75 FEET; THENCE SOUTH 89°04’06” EAST, 39.64 FEET; THENCE SOUTH 00°57’00” WEST, 29.17 FEET; THENCE SOUTH 89°04’04” EAST, 48.70 FEET; THENCE SOUTH 00°55’54” WEST, 35.08 FEET; THENCE SOUTH 89°04’00” EAST, 17.62 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 299.52 FEET, FROM WHICH BEGINNING THE RADIUS BEARS NORTH 88°52’29” EAST; THENCE

Exh-C

SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 24°13’18”, AN ARC LENGTH OF 126.62 FEET TO THE POINT OF BEGINNING.

LOT A-1 ABOVE IS ALSO SHOWN AS LOT A-1 ON RECORD OF SURVEY FILED IN FILE 124, PAGE 55 OF OFFICIAL CLARK COUNTY RECORDS.

NOTE: THE ABOVE METES AND BOUNDS DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN DOCUMENT RECORDED JUNE 7, 2002 IN BOOK 20020607 AS INSTRUMENT NO. 00725.

Exh-C

EXHIBIT D

DESCRIPTION OF GONDOLA LEASED PREMISES

Real property in the City of Las Vegas, County of Clark, State of Nevada, described as follows:

PARCEL 12: (SPACE NO. 2460 AND ADDITIONAL SPACE)

That certain portion of the Grand Canal Shops as depicted on Exhibit “B” of that certain unrecorded Lease dated May 17, 2004 by and between Grand Canal Shops II, LLC, a Delaware limited liability company, as Lessor and Venetian Casino Resort, LLC, a Nevada limited liability company, as Lessee, as disclosed to the company.

Exh-D

EXHIBIT E

DESCRIPTION OF OFFICE SPACE LEASED PREMISES

Real property in the City of Las Vegas, County of Clark, State of Nevada, described as follows:

PARCEL 13: (OFFICE SPACE LEASE)

That certain portion of the Grand Canal Shops as depicted on Exhibit “B” of that certain unrecorded Lease dated May 17, 2004 by and between Grand Canal Shops II, LLC, a Delaware limited liability company, as Lessor and Venetian Casino Resort, LLC, a Nevada limited liability company, as Lessee, as disclosed to the company.

Exh-E

EXHIBIT F

DESCRIPTION OF SHOWROOM SPACE LEASE

Real property in the City of Las Vegas, County of Clark, State of Nevada, described as follows:

PARCEL 14: (“SHOWROOM SPACE” - SPACE NO. 1158)

That certain portion of the Grand Canal Shops as depicted on Exhibit “B” of that certain unrecorded Lease dated May 17, 2004 by and between Grand Canal Shops II, LLC, a Delaware limited liability company, as Lessor and Venetian Casino Resort, LLC, a Nevada limited liability company, as Lessee, as disclosed to the company.

Exh-F

EX-10.4

Exhibit 10.4

AMENDED AND RESTATED

SUBSIDIARY GUARANTY

This AMENDED AND RESTATED SUBSIDIARY GUARANTY (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Guaranty”), dated as of February 22, 2005, is made by each Subsidiary of Las Vegas Sands, Inc., a Nevada corporation (“LVSI”), required from time to time to become party hereto (each individually, a “Guarantor” and, collectively, the “Guarantors”), in favor of and for the benefit of THE BANK OF NOVA SCOTIA, as administrative agent (together with its successor(s) thereto in such capacity, the “Administrative Agent”) for each of the Secured Parties.

RECITALS

A. LVSI and Venetian Casino Resort, LLC., a Nevada limited liability company (each a “Borrower” and collectively the “Borrowers”), have heretofore entered into that certain Credit Agreement dated as of August 20, 2004, among the Lenders, the Administrative Agent, Goldman Sachs Credit Partners L.P. (“GSCP”), as syndication agent, sole lead arranger and sole bookrunner, and other parties (the “Existing Agreement”).

B. The Guarantor previously made that certain Subsidiary Guaranty (the “Subsidiary Guaranty”) dated as of August 20, 2004, in favor of and for the benefit of the Administrative Agent for the benefit of each of the Secured Parties.

C. Borrowers, the Lenders, The Bank of Nova Scotia, in its capacity as Administrative Agent and as joint lead arranger and joint bookrunner, GSCP as syndication agent, joint lead arranger and joint bookrunner, and other parties desire to amend and restate the Existing Agreement in its entirety pursuant to that certain Amended and Restated Credit Agreement dated as of February 22, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”).

D. As a condition to the effectiveness of the Credit Agreement, the Administrative Agent requires that the Guarantors amend and restate the Subsidiary Guaranty in its entirety to provide that the Subsidiary Guaranty shall secure payment of all of the indebtedness and performance of all of the obligations of Borrowers pursuant to the Credit Agreement and to expressly acknowledge and affirm the continuing effectiveness of the Subsidiary Guaranty, as amended and restated hereby;

E. It is a condition precedent to the making of the Credit Extensions under the Credit Agreement that the Borrowers’ Obligations thereunder be guarantied by the Guarantors.

F. The Guarantors are willing irrevocably and unconditionally to guaranty such Obligations.

NOW, THEREFORE, based upon the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Secured Parties to make Credit Extensions and to enter into Rate Protection Agreements, the Guarantors hereby agree, and hereby amend and restate the Subsidiary Guaranty in its entirety, as follows.

SECTION 1. DEFINITIONS

1.1 Certain Defined Terms. As used in this Guaranty, the following terms shall have the following meanings unless the context otherwise requires:

“Guarantied Obligations” is defined in subsection 2.1.

“Guaranty” is defined in the preamble.

“payment in full”, “paid in full” or any similar term means payment in full of the Guarantied Obligations, including all principal, interest, costs, fees and expenses (including reasonable legal fees and expenses) of Secured Parties as required under the Loan Documents and the Rate Protection Agreements.

1.2 Interpretation.

(a) References to “Sections” and “subsections” shall be to Sections and subsections, respectively, of this Guaranty unless otherwise specifically provided.

(b) In the event of any conflict or inconsistency between the terms, conditions and provisions of this Guaranty and the terms, conditions and provisions of the Credit Agreement, the terms, conditions and provisions of this Guaranty shall prevail.

(c) Unless otherwise defined herein or the context otherwise requires, terms used in this Guaranty, including its preamble and recitals, have the meanings provided in the Credit Agreement.

(d) The rules of construction set forth in subsection 1.3 of the Credit Agreement shall be applicable to this Guaranty mutatis mutandis.

SECTION 2. THE GUARANTY

2.1 Guaranty of the Guarantied Obligations. Subject to the provisions of subsection 2.2(a), the Guarantors jointly and severally hereby irrevocably and unconditionally guaranty the due and punctual payment in full of all Guarantied Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes:

(a) any and all Obligations of the Borrowers, in each case now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether

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due or not due, and however arising under or in connection with any Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue the Obligations of the Borrowers or from time to time renew them after they have been satisfied and including interest which, but for the filing of a petition in bankruptcy with respect to the Borrowers, would have accrued on any Guarantied Obligations, whether or not a claim is allowed against the Borrowers for such interest in the related bankruptcy proceeding; and

(b) those expenses set forth in subsection 2.8 hereof.

2.2 Limitation on Amount Guarantied; Contribution by Guarantors.

(a) Anything contained in this Guaranty to the contrary notwithstanding, if any Fraudulent Transfer Law (as hereinafter defined) is determined by a court of competent jurisdiction to be applicable to the obligations of any Guarantor under this Guaranty, such obligations of such Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any applicable provisions of comparable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (x) in respect of intercompany indebtedness to the Borrowers or other affiliates of the Borrowers to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (y) under any guaranty of Other Indebtedness which guaranty contains a limitation as to maximum amount similar to that set forth in this subsection 2.2(a), pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including any such right of contribution under subsection 2.2(b)).

(b) Guarantors under this Guaranty together desire to allocate among themselves, in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any date by any Guarantor under this Guaranty (a “Funding Guarantor”) that exceeds its Fair Share (as defined below) as of such date, that Funding Guarantor shall be entitled to a contribution from each of the other Guarantors in the amount of such other Guarantor’s Fair Share Shortfall (as defined below) as of such date, with the result that all such contributions will cause each Guarantor’s Aggregate Payments (as defined below) to equal its Fair Share as of such date. “Fair Share” means, with respect to a Guarantor as of any date of determination, an amount equal to (i) the ratio of (x) the Adjusted Maximum Amount (as defined below) with respect to such Guarantor to (y) the aggregate of the Adjusted Maximum Amounts with respect to all Guarantors multiplied by (ii) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the obligations guarantied. “Fair Share Shortfall” means, with respect to a Guarantor as of any date of determination, the excess, if any, of the Fair Share of such Guarantor over the Aggregate Payments of such Guarantor. “Adjusted Maximum Amount” means, with respect to a

3

Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Guarantor under this Guaranty, determined as of such date, in accordance with subsection 2.2(a); provided that, solely for purposes of calculating the “Adjusted Maximum Amount” with respect to any Guarantor for purposes of this subsection 2.2(b), any assets or liabilities of such Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Guarantor. “Aggregate Payments” means, with respect to a Guarantor as of any date of determination, an amount equal to (i) the aggregate amount of all payments and distributions made on or before such date by such Guarantor in respect of this Guaranty (including in respect of this subsection 2.2(b)) minus (ii) the aggregate amount of all payments received on or before such date by such Guarantor from the other Guarantors as contributions under this subsection 2.2(b). The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Guarantors of their obligations as set forth in this subsection 2.2(b) shall not be construed in any way to limit the liability of any Guarantor hereunder. Any other Subsidiary Guarantor is a third party beneficiary to the contribution agreement set forth in this subsection 2.2(b) which shall not be construed in any way to limit the liability of any Guarantor hereunder.

2.3 Payment by Guarantors; Application of Payments. Subject to the provisions of subsection 2.2(a), Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of Borrowers to pay any of the Guarantied Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), Guarantors will upon demand pay, or cause to be paid, in cash, to the Administrative Agent for the ratable benefit of Secured Parties, an amount equal to the sum of the unpaid principal amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (including interest which, but for the filing of a petition in bankruptcy with respect to Borrowers, would have accrued on such Guarantied Obligations, whether or not a claim is allowed against Borrowers for such interest in the related bankruptcy proceeding) and all other Guarantied Obligations then owed to Secured Parties as aforesaid. All such payments shall be applied promptly from time to time by the Administrative Agent in the following order of priority :

(a) to the payment of the costs and expenses of any collection or other realization under this Guaranty, including the reasonable costs, fees and expenses of (i) the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, all in accordance with the terms of this Guaranty and (ii) the Administrative Agent, in accordance with term of the Credit Agreement

(b) thereafter, to the extent of any excess such payments, to the payment of all other Guarantied Obligations for the ratable benefit of the holders thereof; and

4

(c) thereafter, to the extent of any excess such payments, to the payment to the applicable Guarantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

2.4 Liability of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guarantied Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:

(a) This Guaranty is a guaranty of payment when due and not of collectibility.

(b) The Administrative Agent may enforce this Guaranty upon the occurrence and continuance of an Event of Default notwithstanding the existence of any dispute between Borrowers and any Secured Party with respect to the existence of such Event of Default.

(c) The obligations of each Guarantor hereunder are independent of the obligations of Borrowers under the Loan Documents and the obligations of any other guarantor (including any other Guarantor) of the obligations of Borrowers under the Loan Documents, and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against Borrowers or any of such other guarantors and whether or not Borrowers is joined in any such action or actions.

(d) Payment by any Guarantor of a portion, but not all, of the Guarantied Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guarantied Obligations which has not been paid. Without limiting the generality of the foregoing, if the Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the Guarantied Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guarantied Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the Guarantied Obligations.

(e) Any Secured Party, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guarantied Obligations, (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guarantied Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guarantied Obligations and take and hold security for the payment of this Guaranty or the Guarantied Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security

5

for payment of the Guarantied Obligations, any other guaranties of the Guarantied Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guarantied Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Secured Party in respect of this Guaranty or the Guarantied Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Secured Party may have against any such security, in each case as such Secured Party in its discretion may determine consistent with the Credit Agreement or the applicable Rate Protection Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against Borrowers or any security for the Guarantied Obligations; and (vi) exercise any other rights available to it under the Loan Documents or the Rate Protection Agreements.

(f) This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guarantied Obligations), including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Loan Documents, at law, in equity or otherwise) with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) of any of the Loan Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, in each case whether or not in accordance with the terms of such Loan Document or any agreement relating to such other guaranty or security; (iii) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Loan Documents or from the proceeds of any security for the Guarantied Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guarantied Obligations) to the payment of indebtedness other than the Guarantied Obligations, even though any Secured Party might have elected to apply such payment to any part or all of the Guarantied Obligations; (v) any Secured Party’s consent to the change, reorganization or termination of the corporate structure or existence of Borrowers or any of their Subsidiaries and to any corresponding restructuring of the Guarantied Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations; (vii) any defenses, set-offs or counterclaims which Borrowers may allege or assert against any Secured Party in respect of the Guarantied Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may

6

or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guarantied Obligations.

2.5 Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of Secured Parties:

(a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against Borrowers, any other guarantor (including any other Guarantor) of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from Borrowers, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of Borrowers or any other Person, or (iv) pursue any other remedy in the power of any Secured Party whatsoever;

(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrowers including any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrowers from any cause other than payment in full of the Guarantied Obligations;

(c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal;

(d) any defense based upon any Secured Party’s errors or omissions in the administration of the Guarantied Obligations, except behavior which amounts to bad faith;

(e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto;

(f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default under the Credit Agreement, the Rate Protection Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to Borrowers and notices of any of the matters referred to in subsection 2.4 and any right to consent to any thereof;

(g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Guaranty; and

7

(h) to the extent permitted under section 40.495 of the Nevada Revised Statutes, the benefits of the “One Action” rule under 40.430 of the Nevada Revised Statutes.

2.6 Guarantors’ Rights of Subrogation, Contribution, Etc. Each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Borrowers or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against Borrowers, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against Borrowers, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Party. In addition, until the Termination Date, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guarantied Obligations (including any such right of contribution under subsection 2.2(b)). Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Borrowers or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Secured Party may have against Borrowers, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guarantied Obligations shall not have been paid in full, such amount shall be held in trust for the Administrative Agent on behalf of Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties to be credited and applied against the Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

2.7 Subordination of Other Obligations. Any Indebtedness of Borrowers or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guarantied Obligations, and any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the Administrative Agent on behalf of Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties to be credited and applied against the Guarantied Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision of this Guaranty.

2.8 Expenses. Guarantors jointly and severally agree to pay, or cause to be paid, on demand, and to save Secured Parties harmless against liability for, any and all reasonable costs and expenses (including reasonable fees and disbursements of counsel and reasonable allocated costs of internal counsel) incurred or expended by any Secured Party in connection with the enforcement of or preservation of any rights under this Guaranty.

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2.9 Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until the Termination Date. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guarantied Obligations.

2.10 Authority of Guarantors or Borrowers. It is not necessary for any Secured Party to inquire into the capacity or powers of any Guarantor or Borrowers or the officers, directors or any agents acting or purporting to act on behalf of any of them.

2.11 Financial Condition of Borrowers. Any Loans or other extensions of credit may be granted to Borrowers or continued from time to time, and any Rate Protection Agreements may be entered into from time to time, in each case without notice to or authorization from any Guarantor regardless of the financial or other condition of Borrowers at the time of any such grant or continuation or at the time such Rate Protection Agreement is entered into, as the case may be. No Secured Party shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of Borrowers. Each Guarantor has adequate means to obtain information from Borrowers on a continuing basis concerning the financial condition of Borrowers and its ability to perform its obligations under the Loan Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Borrowers and of all circumstances bearing upon the risk of nonpayment of the Guarantied Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Secured Party to disclose any matter, fact or thing relating to the business, operations or conditions of Borrowers now known or hereafter known by any Secured Party.

2.12 Rights Cumulative. The rights, powers and remedies given to Secured Parties by this Guaranty are cumulative and shall be in addition to and independent of all rights, powers and remedies given to Secured Parties by virtue of any statute or rule of law or in any of the other Loan Documents, or any agreement between any Guarantor and any Secured Party or Secured Parties or between Borrowers and any Secured Party or Secured Parties. Any forbearance or failure to exercise, and any delay by any Secured Party in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

2.13 Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. (a) So long as any Guarantied Obligations remain outstanding, no Guarantor shall, without the prior written consent of the Administrative Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Borrowers. The obligations of Guarantors under this Guaranty shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrowers or by any defense which Borrowers may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.

(a) Each Guarantor acknowledges and agrees that any interest on any portion of the Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guarantied Obligations ceases to accrue

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by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceedings had not been commenced) shall be included in the Guarantied Obligations because it is the intention of Guarantors and Secured Parties that the Guarantied Obligations which are guarantied by Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve Borrowers of any portion of such Guarantied Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay the Administrative Agent, or allow the claim of the Administrative Agent in respect of, any such interest accruing after the date on which such proceeding is commenced.

(b) In the event that all or any portion of the Guarantied Obligations are paid by Borrowers, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Secured Party as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

2.14 Notice of Events. Promptly upon any Guarantor obtaining knowledge thereof, such Guarantor shall give the Administrative Agent written notice of any condition or event which has resulted in (a) a material adverse change in the financial condition of any Guarantor or Borrowers or (b) a breach of or noncompliance with any term, condition or covenant contained herein or in the Credit Agreement, any other Loan Document, any Rate Protection Agreement or any other document delivered pursuant hereto or thereto.

2.15 Set Off. In addition to any other rights any Secured Party may have under law or in equity, if any amount shall at any time be due and owing by any Guarantor to any Secured Party under this Guaranty, such Secured Party is authorized at any time or from time to time, without notice (any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits (general or special, including indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness of such Secured Party owing to such Guarantor and any other property of such Guarantor held by any Secured Party to or for the credit or the account of such Guarantor against and on account of the Guarantied Obligations and liabilities of such Guarantor to any Secured Party under this Guaranty.

2.16 Discharge of Guaranty Upon Sale of Guarantor. If (i) all of the stock of any Guarantor or any of its successors in interest under this Guaranty shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the Credit Agreement or in an Asset Sale consented to by the Requisite Lenders, or (ii) any Guarantor shall otherwise be released from this Guaranty in accordance with the Loan Documents or with the consent of the Requisite Lenders, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Secured Party or any other Person effective as of the time of such Asset Sale, disposition, release or consent.

2.17 General Subordination of Obligations. No Guarantor shall create any Indebtedness or Contingent Obligation without the prior written consent of the Administrative

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Agent except as may be permitted or contemplated pursuant to this Guaranty and the Credit Agreement.

2.18 Representations and Warranties. The representations and warranties contained in Section 5 of the Credit Agreement, insofar as the representations and warranties contained therein are applicable to any Guarantor and its properties, are true and correct in all material respects, each such representation and warranty set forth in such Article (insofar as applicable as aforesaid) and all other terms of the Credit Agreement to which reference is made therein, together with all related definitions and ancillary provisions, being hereby incorporated into this Guaranty by this reference as though specifically set forth in this Section.

2.19 Covenants. Each Guarantor covenants and agrees that, at all times prior to the Termination Date, it will perform, comply with and be bound by all of the agreements, covenants and obligations contained in Sections 6 and 7 of the Credit Agreement which are applicable to such Guarantor, each such agreement, covenant and obligation contained in Sections 6 and 7 of the Credit Agreement, together with all related definitions and ancillary provisions, being hereby incorporated into this Guaranty by this reference as though specifically set forth in this Section.

SECTION 3. MISCELLANEOUS

3.1 Survival of Warranties. All agreements, representations and warranties made herein shall survive the execution and delivery of this Guaranty and the other Loan Documents and any increase in the Commitments under the Credit Agreement.

3.2 Notices. Any communications between the Administrative Agent and any Guarantor and any notices or requests provided herein to be given may be given by mailing the same, postage prepaid, or by telex, facsimile transmission or cable to each such party at its address set forth in the Credit Agreement, on the signature pages hereof or to such other addresses as each such party may in writing hereafter indicate. Any notice, request or demand to or upon the Administrative Agent or any Guarantor shall not be effective until received.

3.3 Severability. In case any provision in or obligation under this Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

3.4 Amendments and Waivers. No amendment, modification, termination or waiver of any provision of this Guaranty, and no consent to any departure by any Guarantor therefrom, shall in any event be effective without the written concurrence of the Administrative Agent and, in the case of any such amendment or modification, each Guarantor against whom enforcement of such amendment or modification is sought. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

3.5 Headings. Section and subsection headings in this Guaranty are included herein for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose or be given any substantive effect.

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3.6 Applicable Law; Rules of Construction. THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF GUARANTORS AND SECURED PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

3.7 Successors and Assigns. This Guaranty is a continuing guaranty and shall be binding upon each Guarantor and its respective successors and assigns. This Guaranty shall inure to the benefit of Secured Parties and their respective successors and assigns. No Guarantor shall assign this Guaranty or any of the rights or obligations of such Guarantor hereunder without the prior written consent of all Lenders. Any Secured Party may, without notice or consent, assign its interest in this Guaranty in whole or in part, provided that any assignee shall be a Secured Party under this Guaranty. The terms and provisions of this Guaranty shall inure to the benefit of any transferee or assignee of any Commitments or Loan, and in the event of such transfer or assignment the rights and privileges herein conferred upon such Secured Party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof.

3.8 Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY, 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 GUARANTOR, 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 SUCH GUARANTOR AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SUBSECTION 3.2;

(IV) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER SUCH GUARANTOR IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT;

(V) AGREES THAT SECURED PARTIES RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO

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BRING PROCEEDINGS AGAINST SUCH GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION; AND

(VI) AGREES THAT THE PROVISIONS OF THIS SUBSECTION 3.8 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.

3.9 Waiver of Trial by Jury. EACH GUARANTOR AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, EACH SECURED PARTY EACH HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each Guarantor and, by its acceptance of the benefits hereof, each Secured Party, each (i) acknowledges that this waiver is a material inducement for such Guarantor and Secured Parties to enter into a business relationship, that such Guarantor and Secured Parties have already relied on this waiver in entering into this Guaranty or accepting the benefits thereof, as the case may be, and that each will continue to rely on this waiver in their related future dealings and (ii) further warrants and represents that each has reviewed this waiver with its legal counsel, and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SUBSECTION 3.9 AND EXECUTED BY THE ADMINISTRATIVE AGENT AND EACH GUARANTOR), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS GUARANTY. In the event of litigation, this Guaranty may be filed as a written consent to a trial by the court.

3.10 No Other Writing. This writing is intended by Guarantors and Secured Parties as the final expression of this Guaranty and is also intended as a complete and exclusive statement of the terms of their agreement with respect to the matters covered hereby. No course of dealing, course of performance or trade usage, and no parol evidence of any nature, shall be used to supplement or modify any terms of this Guaranty. There are no conditions to the full effectiveness of this Guaranty.

3.11 Further Assurances. At any time or from time to time, upon the request of the Administrative Agent, Guarantors shall execute and deliver such further documents and do such other acts and things as the Administrative Agent may reasonably request in order to effect fully the purposes of this Guaranty.

3.12 Additional Guarantors. The initial Guarantors hereunder shall be such of the Restricted Subsidiaries of Borrowers as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Borrowers may become parties hereto, as additional Guarantors (each an “Additional Guarantor”), by executing a counterpart

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of this Guaranty. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, nor by any election of the Administrative Agent not to cause any Subsidiary of Borrowers to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Guarantor hereunder.

3.13 Counterparts; Effectiveness. This Guaranty may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original for all purposes; but all such counterparts together shall constitute but one and the same instrument. This Guaranty shall become effective as to each Guarantor upon the execution of a counterpart hereof by such Guarantor (whether or not a counterpart hereof shall have been executed by any other Guarantor) and receipt by the Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.

3.14 Administrative Agent as Agent.

(a) The Administrative Agent has been appointed to act as Administrative Agent hereunder by the Secured Parties. The Administrative Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action, solely in accordance with this Guaranty and the Credit Agreement; provided that the Administrative Agent shall exercise, or refrain from exercising, any remedies hereunder in accordance with the instructions of (i) the Requisite Lenders or (ii) after payment in full of all Obligations then due and payable under the Credit Agreement and the other Loan Documents, the holders of a majority of the aggregate notional amount (or, with respect to any Rate Protection Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Rate Protection Agreement) under all Rate Protection Agreements (the Requisite Lenders or, if applicable, such holders being referred to herein as the “Requisite Obligees”). In furtherance of the foregoing provisions of this subsection 3.14, each counterparty to a Rate Protection Agreement, by its acceptance of the benefits hereof, agrees that it shall have no right individually to enforce this Guaranty, it being understood and agreed by such that all rights and remedies hereunder may be exercised solely by the Administrative Agent for the benefit of Secured Parties in accordance with the terms of this subsection 3.14.

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(b) The Administrative Agent shall at all times be the same Person that is the Administrative Agent under the Credit Agreement. Written notice of resignation by the Administrative Agent pursuant to subsection 9.5 of the Credit Agreement shall also constitute notice of resignation as the Administrative Agent under this Guaranty; removal of the Administrative Agent pursuant to subsection 9.5 of the Credit Agreement shall also constitute removal as the Administrative Agent under this Guaranty; and appointment of a successor Administrative Agent pursuant to subsection 9.5 of the Credit Agreement shall also constitute appointment of a successor Administrative Agent under this Guaranty. Upon the acceptance of any appointment as the Administrative Agent under subsection 9.5 of the Credit Agreement by a successor Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this Guaranty, and the retiring or removed Administrative Agent under this Guaranty shall promptly (i) transfer to such successor Administrative Agent all sums held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under this Guaranty, and (ii) take such other actions as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the rights created hereunder, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Guaranty. After any retiring or removed Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Guaranty shall inure to its benefit as to any actions taken or omitted to be taken by it under this Guaranty while it was the Administrative Agent hereunder.

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[SUBSIDIARY GUARANTY –

Mall Intermediate Holding]

IN WITNESS WHEREOF, each of the undersigned Guarantors has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first written above.

MALL INTERMEDIATE HOLDING COMPANY, LLC, a Delaware limited liability company
By:	Venetian Casino Resort, LLC, as Managing Member
	By:	Las Vegas Sands, Inc., as Managing Member
		By:	/s/    BRADLEY K. SERWIN
			Name:	Bradley K. Serwin
			Title:	General Counsel and Secretary

S - 1

[SUBSIDIARY GUARANTY –

Lido Intermediate Holding]

LIDO INTERMEDIATE HOLDING COMPANY, LLC, a Delaware limited liability company
By:	Venetian Casino Resort, LLC, as Managing Member
	By:	Las Vegas Sands, Inc., as Managing Member
		By:	/s/    BRADLEY K. SERWIN
			Name:	Bradley K. Serwin
			Title:	General Counsel and Secretary

S - 2

[SUBSIDIARY GUARANTY –

Venetian Venture Development]

VENETIAN VENTURE DEVELOPMENT, LLC, a Nevada limited liability company
By:	Venetian Casino Resort, LLC, as Managing Member
	By:	Las Vegas Sands, Inc., as Managing Member
		By:	/s/    BRADLEY K. SERWIN
			Name:	Bradley K. Serwin
			Title:	General Counsel and Secretary

S - 3

[SUBSIDIARY GUARANTY –

Venetian Operating]

VENETIAN OPERATING COMPANY LLC, a Nevada limited liability company
By:	Venetian Casino Resort, LLC, as Managing Member
	By:	Las Vegas Sands, Inc., as Managing Member
		By:	/s/    BRADLEY K. SERWIN
			Name:	Bradley K. Serwin
			Title:	General Counsel and Secretary

S - 4

[SUBSIDIARY GUARANTY –

Venetian Marketing]

VENETIAN MARKETING, INC., a Nevada corporation
By:	/s/    BRADLEY K. SERWIN
	Name:	Bradley K. Serwin
	Title:	General Counsel and Secretary

S - 5

[SUBSIDIARY GUARANTY –

Venetian Transport]

VENETIAN TRANSPORT LLC, a Delaware limited liability company
By:	Las Vegas Sands, Inc., as Managing Member
	By:	/s/    BRADLEY K. SERWIN
		Name:	Bradley K. Serwin
		Title:	General Counsel and Secretary

S - 6

[SUBSIDIARY GUARANTY – LCR]

LIDO CASINO RESORT, LLC, a Nevada limited liability company
By:	Lido Intermediate Holding Company, LLC, as Managing Member
	By:	Venetian Casino Resort, LLC, as Managing Member
		By:	Las Vegas Sands, Inc., as Managing Member
		By:	/s/    BRADLEY K. SERWIN
			Name:	Bradley K. Serwin
			Title:	General Counsel and Secretary

S - 7

EX-10.5

Exhibit 10.5

AMENDED AND RESTATED

ENVIRONMENTAL INDEMNITY

THIS AMENDED AND RESTATED ENVIRONMENTAL INDEMNITY AGREEMENT (this “Indemnity”) is entered into as of the 22nd day of February, 2005, by LAS VEGAS SANDS, INC., a Nevada corporation (“LVSI”), VENETIAN CASINO RESORT, LLC, a Nevada limited liability company (“VCR”), LIDO CASINO RESORT, LLC, a Nevada limited liability company (“LCR”, jointly and severally with LVSI and VCR, 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. LVSI and VCR have heretofore entered into that certain Credit Agreement dated as of August 20, 2004 (the “Existing Agreement”) with the Administrative Agent, Goldman Sachs Credit Partners L.P. (“GSCP”), as syndication agent, sole lead arranger and sole bookrunner, certain financial institutions as lenders and other parties, pursuant to which such lenders extended certain senior credit facilities to Borrowers. Repayment of the loans made pursuant to the Existing Agreement and performance of the other obligations of Borrowers thereunder have been secured in part by that certain Environmental Indemnity given by the Company dated as of August 20, 2004 (the “Environmental Indemnity”).

B. LVSI, VCR, The Bank of Nova Scotia, in its capacity as Administrative Agent and as joint lead arranger and joint bookrunner, GSCP as syndication agent, joint lead arranger and joint bookrunner, and Commerzbank AG, The CIT Group\Equipment Financing, Inc. 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 (as defined below), each an “Agent” and together the “Agents”), and the financial institutions from time to time party thereto (the “Lenders”) have entered into an Amended and Restated Credit Agreement (as modified, amended or supplemented from time to time, the “Credit Agreement”) which amends and restates in its entirety the Existing Agreement.

C. The loans made pursuant to the Credit Agreement (the “Loans”) are secured in part by (i) that certain Amended and Restated Deed of Trust of even date herewith executed by LVSI and VCR, as trustor, to First American Title Insurance Company, as trustee, in favor of the Administrative Agent on behalf of the Lenders, as beneficiary, (ii) that certain Amended and Restated Deed of Trust of even date herewith executed by the LCR, as trustor, to First American Title Insurance Company, as trustee, in favor of the Administrative Agent on behalf of the Lenders, as beneficiary, and (iii) such other deeds of trust that may be entered into by the Company 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”).

D. The Company desires to amend and restate the Environmental Indemnity in its entirety to expressly acknowledge and affirm the continuing effectiveness of the Environmental Indemnity, as amended and restated hereby, under and pursuant to the Credit Agreement.

E. The Lenders have made it a condition of the Lenders making the Loans that this Indemnity be executed and delivered by the Company.

F. 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, and hereby amends and restates the Environmental Indemnify, 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.

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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.

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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

4

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

5

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

6

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.

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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]

8

[ENVIRONMENTAL INDEMNITY - LVSI]

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/    BRADLEY K. SERWIN
	Name:
	Title:

S - 1

[ENVIRONMENTAL INDEMNITY - VCR]

VENETIAN CASINO RESORT, LLC, a Nevada limited liability company
BY:	LAS VEGAS SANDS, INC., a Nevada corporation, its managing member
	By:	/s/    BRADLEY K. SERWIN
		Name:
		Title:

S - 2

[ENVIRONMENTAL INDEMNITY - LCR]

LIDO CASINO RESORT, LLC, a Nevada limited liability company
By:	LIDO INTERMEDIATE HOLDING COMPANY, LLC, its managing member
	By:	VENETIAN CASINO RESORT, LLC, its managing member
		By:	LAS VEGAS SANDS, INC., its managing member
			By:	/s/    BRADLEY K. SERWIN
				Name:
				Title:

S - 3

Exhibit A

The Real Property

Real property in the City of Las Vegas, County of Clark, State of Nevada, described as follows:

PARCEL 1: (Parcels 1 thru 5 = Lido Parcels)

A PARCEL OF LAND SITUATE IN THE WEST HALF (W 1/2) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA,

BEING A PORTION OF VENETIAN COMMERCIAL SUBDIVISION AS SHOWN ON THE FINAL MAP OF THE VENETIAN COMMERCIAL SUBDIVISION IN PLATS BOOK 85, PAGE 20, CLARK COUNTY OFFICIAL RECORDS, DESCRIBED AS FOLLOWS:

COMMENCING AT THE CENTER QUARTER CORNER OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., AS SHOWN ON PARCEL MAP IN FILE 33, PAGE 98 OF CLARK COUNTY RECORDS, CLARK COUNTY, NEVADA; FROM WHENCE THE CENTER SOUTH 1/16TH CORNER OF SAID SECTION 16 BEARS SOUTH 00°24’18” EAST A DISTANCE OF 1331.31 FEET; THENCE TO THE CENTERLINE INTERSECTION OF KOVAL LANE AND SANDS AVENUE, NORTH 00°24’18” WEST A DISTANCE OF 10.00 FEET; THENCE ALONG THE CENTERLINE OF SANDS AVENUE, NORTH 88°41’36” WEST A DISTANCE OF 114.70 FEET; THENCE CONTINUING ALONG SAID CENTERLINE OF SANDS AVENUE THROUGH A TANGENT CURVE TO THE RIGHT, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 600.00 FEET, A CENTRAL ANGLE OF 59°35’58”, AND AN ARC LENGTH OF 624.13 FEET; THENCE DEPARTING SAID CENTERLINE OF SANDS AVENUE, SOUTH 60°54’23” WEST A DISTANCE OF 50.00 FEET TO A POINT ON THE WEST RIGHT-OF-WAY OF SAID SANDS AVENUE AND THE POINT OF BEGINNING; THENCE ALONG THE BOUNDARY OF LOT 2 UNIT 1 PER RECORD OF SURVEY FILED IN FILE 96, PAGE 37 OF SURVEYS, SOUTH 51°34’35” WEST A DISTANCE OF 172.55 FEET; THENCE NORTH 88°58’54” WEST A DISTANCE OF 380.30 FEET; THENCE NORTH 01°00’00” EAST A DISTANCE OF 39.17 FEET; THENCE NORTH 89°00’00” WEST A DISTANCE OF 10.67 FEET; THENCE NORTH 01°00’00” EAST A DISTANCE OF 38.67 FEET; THENCE SOUTH 89°00’00” EAST A DISTANCE OF 10.67 FEET; THENCE NORTH 01°00’00” EAST A DISTANCE OF 38.17 FEET; THENCE NORTH 88°59’59” WEST A DISTANCE OF 443.56 FEET; THENCE NORTH 89°05’40” WEST A DISTANCE OF 290.87 FEET TO A POINT ON THE EAST RIGHT-OF-WAY OF U.S. HIGHWAY NO.91 (LAS VEGAS BLVD.); THENCE ALONG SAID EAST RIGHT-OF-WAY, NORTH 27°59’16” EAST A DISTANCE OF 44.56 FEET; THENCE CONTINUING ALONG SAID EAST RIGHT-OF-WAY, NORTH 28°18’42” EAST A DISTANCE OF 435.15 FEET; THENCE DEPARTING SAID EAST RIGHT-OF-WAY, SOUTH 61°41’18” EAST A DISTANCE OF 176.18 FEET; THENCE SOUTH 88°58’39” EAST A DISTANCE OF 138.25 FEET TO A POINT ON THE EAST LINE OF THE SOUTHWEST QUARTER (SW 1/4) OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 16; THENCE ALONG SAID EAST LINE, NORTH 01°01’21” EAST A DISTANCE OF 367.30 FEET; THENCE DEPARTING SAID EAST LINE NORTH 88°58’39” WEST A DISTANCE OF 30.00 FEET; THENCE NORTH 01°01’21” EAST A DISTANCE OF 30.67

A-1

FEET TO A POINT ON THE SOUTHERLY RIGHT-OF-WAY OF SANDS AVENUE; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY THE FOLLOWING NINE (9) COURSES: SOUTH 80°04’05” EAST A DISTANCE OF 188.69 FEET; THENCE ALONG A CURVE TO THE RIGHT, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 295.00 FEET, A CENTRAL ANGLE OF 17°19’28”, AND AN ARC LENGTH OF 89.20 FEET; THENCE THROUGH A POINT OF REVERSE CURVATURE ALONG A CURVE TO THE LEFT, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 305.00 FEET, A CENTRAL ANGLE 05°51’27”, AND AN ARC LENGTH OF 31.18 FEET; THENCE THROUGH A POINT OF REVERSE CURVATURE ALONG A CURVE TO THE RIGHT, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 457.50 FEET, A CENTRAL ANGLE OF 18°51’52”, AND AN ARC LENGTH OF 150.63 FEET; THENCE THROUGH A POINT OF COMPOUND CURVATURE ALONG A CURVE TO THE RIGHT, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 537.86 FEET, A CENTRAL ANGLE OF 29°12’50”, AN ARC LENGTH OF 274.24 FEET; THENCE SOUTH 20°31’22” EAST A DISTANCE OF 304.01 FEET TO A NON-TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 15.00 FEET AND A RADIAL BEARING OF SOUTH 08°59’10” EAST; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 78°27’48”, AND AN ARC LENGTH OF 20.54 FEET; THENCE SOUTH 20°31’22” EAST A DISTANCE OF 8.35 FEET; THENCE ALONG A CURVE TO THE LEFT, CONCAVE NORTHEASTERLY, WITH A RADIUS OF 650.00 FEET, A CENTRAL ANGLE OF 08°34’16”, AND AN ARC LENGTH OF 97.23 FEET TO THE POINT OF BEGINNING.

SAID LAND IS ALSO DESCRIBED AS LOT TWO (2) AS SHOWN ON A RECORD OF SURVEY FILE 96 PAGE 37 OF SURVEYS, CLARK COUNTY OFFICIAL RECORDS.

NOTE: THE ABOVE LEGAL DESCRIPTION WAS PREPARED BY NOAH REYNOLDS AT HORIZON SURVEYS, 9901 Covington Cross Drive # 190, Las Vegas, Nevada 89144

EXCEPTING THEREFROM: (CONGRESS FACILITY)

A PORTION OF LOT 2 AS SHOWN IN FILE 96, PAGE 37 OF SURVEYS AND BEING A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85, PAGE 20 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND ALSO BEING A PORTION OF LOT “A” AS PER RECORD OF SURVEY FILE 122, PAGE 62 OF OFFICIAL CLARK COUNTY RECORDS, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER (NW1/4) OF SAID SECTION 16, BEING A POINT ON THE CENTERLINE OF KOVAL LANE; THENCE ALONG THE EAST LINE OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 16 AND THE CENTERLINE OF SAID KOVAL LANE, NORTH 00°24’18” WEST, 10.00 FEET

A-2

TO THE CENTERLINE OF SANDS AVENUE (WEST); THENCE ALONG THE CENTERLINE OF SAID SANDS AVENUE, NORTH 88°41’36” WEST, 114.70 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 600.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE AND CENTERLINE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 59°35’58”, AN ARC LENGTH OF 624.13 FEET; THENCE DEPARTING SAID CENTERLINE, ALONG A RADIAL BEARING OF SOUTH 60°54’23” WEST, 50.00 FEET TO THE MOST EASTERLY CORNER OF SAID LOT 2; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2, SOUTH 51°34’35” WEST, 47.14 FEET TO THE POINT OF BEGINNING; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2 THE FOLLOWING SEVEN (7) COURSES: (1) SOUTH 51°34’35” WEST, 125.41 FEET; (2) NORTH 88°58’54” WEST, 380.30 FEET; (3) NORTH 01°00’00” EAST, 39.17 FEET; (4) NORTH 89°00’00” WEST, 10.67 FEET; (5) NORTH 01°00’00” EAST, 38.67 FEET; (6) SOUTH 89°00’00” EAST, 10.67 FEET; (7) NORTH 01°00’00” EAST, 38.17 FEET; THENCE CONTINUING NORTH 01°00’00” EAST, 100.31 FEET; THENCE SOUTH 89°04’06” EAST, 340.30 FEET; THENCE NORTH 00°55’54” EAST, 48.75 FEET; THENCE SOUTH 89°04’06” EAST, 39.64 FEET; THENCE SOUTH 00°57’00” WEST, 29.17 FEET; THENCE SOUTH 89°04’04” EAST, 48.70 FEET; THENCE SOUTH 00°55’54” WEST, 35.08 FEET; THENCE SOUTH 89°04’00” EAST, 17.62 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 299.52 FEET, FROM WHICH BEGINNING THE RADIUS BEARS NORTH 88°52’29” EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 24°13’18”, AN ARC LENGTH OF 126.62 FEET TO THE POINT OF BEGINNING.

NOTE: THE ABOVE METES AND BOUNDS DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN DOCUMENT RECORDED JULY 14, 2004 IN BOOK 20040714 AS INSTRUMENT NO. 04837.

FURTHER EXCEPTING THEREFROM AN AIRSPACE PARCEL MORE PARTICULARLY DESCRIBED AS FOLLOWS:

LEGAL DESCRIPTION - LOT A-1

A PORTION OF LOT 2 AS SHOWN IN FILE 96, PAGE 37 OF SURVEYS AND BEING A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85, PAGE 20 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND ALSO BEING A PORTION OF LOT “A” AS PER RECORD OF SURVEY FILE 122, PAGE 62 OF OFFICIAL CLARK COUNTY RECORDS, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER (NW1/4) OF SAID SECTION 16, BEING A POINT ON THE CENTERLINE OF KOVAL LANE; THENCE ALONG THE EAST LINE OF THE NORTHWEST QUARTER (NW 1/4)

A-3

OF SAID SECTION 16 AND THE CENTERLINE OF SAID KOVAL LANE, NORTH 00°24’18” WEST, 10.00 FEET

TO THE CENTERLINE OF SANDS AVENUE (WEST); THENCE ALONG THE CENTERLINE OF SAID SANDS AVENUE, NORTH 88°41’36” WEST, 114.70 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 600.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE AND CENTERLINE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 59°35’58”, AN ARC LENGTH OF 624.13 FEET; THENCE DEPARTING SAID CENTERLINE, ALONG A RADIAL BEARING OF SOUTH 60°54’23” WEST, 50.00 FEET TO THE MOST EASTERLY CORNER OF SAID LOT 2; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2, SOUTH 51°34’35” WEST, 47.14 FEET TO THE POINT OF BEGINNING; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2 THE FOLLOWING SEVEN (7) COURSES: (1) SOUTH 51°34’35” WEST, 125.41 FEET; (2) NORTH 88°58’54” WEST, 380.30 FEET; (3) NORTH 01°00’00” EAST, 39.17 FEET; (4) NORTH 89°00’00” WEST, 10.67 FEET; (5) NORTH 01°00’00” EAST, 38.67 FEET; (6) SOUTH 89°00’00” EAST, 10.67 FEET; (7) NORTH 01°00’00” EAST, 38.17 FEET; THENCE CONTINUING NORTH 01°00’00” EAST, 100.30 FEET; THENCE SOUTH 89°04’06” EAST, 340.30 FEET; THENCE NORTH 00°55’54” EAST, 48.75 FEET; THENCE SOUTH 89°04’06” EAST, 39.64 FEET; THENCE SOUTH 00°57’00” WEST, 29.17 FEET; THENCE SOUTH 89°04’04” EAST, 48.70 FEET; THENCE SOUTH 00°55’54” WEST, 35.08 FEET; THENCE SOUTH 89°04’00” EAST, 17.62 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 299.52 FEET, FROM WHICH BEGINNING THE RADIUS BEARS NORTH 88°52’29” EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 24°13’18”, AN ARC LENGTH OF 126.62 FEET TO THE POINT OF BEGINNING.

LOT A-1 ABOVE IS ALSO SHOWN AS LOT A-1 ON RECORD OF SURVEY FILED IN FILE 124, PAGE 55 OF OFFICIAL CLARK COUNTY RECORDS.

LOT A-1 IS AN ABOVE GROUND LOT WITH THE FOLLOWING VERTICAL CONSTRAINTS: A LOWER PLACE ELEVATION OF 2090.29 FEET AND AN UPPER PLAIN ELEVATION OF 2109.79 FEET, BASED ON THE NORTH AMERICAN VERTIFICAL DATUM OF 1988.

NOTE: THE ABOVE METES AND BOUNDS DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN DOCUMENT RECORDED AUGUST 30, 2002 IN BOOK 20020830 AS INSTRUMENT NO. 04166.

TOGETHER WITH THAT PORTION OF SANDS AVENUE AS VACATED BY CLARK COUNTY IN AN ORDER OF VACATION RECORDED SEPTEMBER 23, 2002 IN BOOK 20020923 AS INSTRUMENT NO. 00803 OF OFFICIAL RECORDS.

PARCEL 2:

A NON-EXCLUSIVE EASEMENT FOR PEDESTRIAN AND VEHICULAR INGRESS, EGRESS AND PARKING AS CREATED BY THAT CERTAIN SECOND AMENDED AND

A-4

RESTATED RECIPROCAL EASMENT, USE AND OPERATING AGREEMENT RECORDED JUNE 14, 2004 IN BOOK 20040614 AS INSTRUMENT NO. 02783 AND BY AMENDMENT THERETO RECORDED AUGUST 11, 2004 IN BOOK 20040811 AS INSTRUMENT NO. 03279 OF OFFICIAL RECORDS.

PARCEL 3: (VAGABOND)

THAT PORTION OF THE SOUTHWEST QUARTER (SW 1/4) OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.B. & M., LYING EAST OF U.S. HIGHWAY NO. 91 (LAS VEGAS BLVD.), DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE EAST LINE OF THE SAID U.S. HIGHWAY NO. 91 (LAS VEGAS BLVD.), BEING THE SOUTHWEST CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED BY B.E. FARNSWORTH, ET UX, TO MANLEY E. REITZ, BY DEED SHOWN AS DOCUMENT NO. 162990, CLARK COUNTY, NEVADA RECORDS; THENCE SOUTH 88°58’39” EAST ALONG THE SOUTH LINE OF THE SAID CONVEYED PARCEL, A DISTANCE OF 115.42 FEET; THENCE SOUTH 28°04’50” WEST A DISTANCE OF 46.60 FEET; THENCE SOUTH 61°56’10” EAST A DISTANCE OF 21.22 FEET; THENCE SOUTH 28°04’50” WEST A DISTANCE OF 27.35 FEET; THENCE SOUTH 61°56’10” EAST A DISTANCE OF 52.00 FEET TO A POINT IN THE EAST LINE OF THE SAID SOUTHWEST QUARTER (SW 1/4) OF THE NORTHWEST QUARTER (NW 1/4); THENCE SOUTH 01°01’21” WEST ALONG THE LAST MENTIONED EAST LINE, A DISTANCE OF 268.16 FEET; THENCE NORTH 88°58’39” WEST A DISTANCE OF 138.25 FEET; THENCE NORTH 61°41’18” WEST A DISTANCE OF 176.18 FEET TO A POINT IN THE EAST LINE OF U.S. HIGHWAY NO. 91; THENCE NORTH 28°18’42” EAST ALONG THE SAID EAST LINE, A DISTANCE OF 322.41 FEET TO THE POINT OF BEGINNING.

NOTE: THE ABOVE METES AND BOUNDS DESCRIPTION WAS PREPARED BY NOAH REYNOLDS AT HORIZON SURVEYS, 9901 Covington Cross Drive #190, Las Vegas, Nevada 89144

A-5

PARCEL 4: (CONGRESS FACILITY)

A PORTION OF LOT 2 AS SHOWN IN FILE 96, PAGE 37 OF SURVEYS AND BEING A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85, PAGE 20 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND ALSO BEING A PORTION OF LOT “A” AS PER RECORD OF SURVEY FILE 122, PAGE 62 OF OFFICIAL CLARK COUNTY RECORDS, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER (NW1/4) OF SAID SECTION 16, BEING A POINT ON THE CENTERLINE OF KOVAL LANE; THENCE ALONG THE EAST LINE OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 16 AND THE CENTERLINE OF SAID KOVAL LANE, NORTH 00°24’18” WEST, 10.00 FEET TO THE CENTERLINE OF SANDS AVENUE (WEST); THENCE ALONG THE CENTERLINE OF SAID SANDS AVENUE, NORTH 88°41’36” WEST, 114.70 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 600.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE AND CENTERLINE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 59°35’58”, AN ARC LENGTH OF 624.13 FEET; THENCE DEPARTING SAID CENTERLINE, ALONG A RADIAL BEARING OF SOUTH 60°54’23” WEST, 50.00 FEET TO THE MOST EASTERLY CORNER OF SAID LOT 2; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2, SOUTH 51°34’35” WEST, 47.14 FEET TO THE POINT OF BEGINNING; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2 THE FOLLOWING SEVEN (7) COURSES: (1) SOUTH 51°34’35” WEST, 125.41 FEET; (2) NORTH 88°58’54” WEST, 380.30 FEET; (3) NORTH 01°00’00” EAST, 39.17 FEET; (4) NORTH 89°00’00” WEST, 10.67 FEET; (5) NORTH 01°00’00” EAST, 38.67 FEET; (6) SOUTH 89°00’00” EAST, 10.67 FEET; (7) NORTH 01°00’00” EAST, 38.17 FEET; THENCE CONTINUING NORTH 01°00’00” EAST, 100.31 FEET; THENCE SOUTH 89°04’06” EAST, 340.30 FEET; THENCE NORTH 00°55’54” EAST, 48.75 FEET; THENCE SOUTH 89°04’06” EAST, 39.64 FEET; THENCE SOUTH 00°57’00” WEST, 29.17 FEET; THENCE SOUTH 89°04’04” EAST, 48.70 FEET; THENCE SOUTH 00°55’54” WEST, 35.08 FEET; THENCE SOUTH 89°04’00” EAST, 17.62 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 299.52 FEET, FROM WHICH BEGINNING THE RADIUS BEARS NORTH 88°52’29” EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 24°13’18”, AN ARC LENGTH OF 126.62 FEET TO THE POINT OF BEGINNING.

EXCLUDING THEREFROM ALL THAT REAL PROPERTY CONSISTING OF AN AIRSPACE PARCEL MORE PARTICULARLY DESCRIBED AS FOLLOWS:

LEGAL DESCRIPTION - LOT A-1

A PORTION OF LOT 2 AS SHOWN IN FILE 96, PAGE 37 OF SURVEYS AND BEING A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85, PAGE 20 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND ALSO BEING A PORTION OF LOT “A” AS PER RECORD OF SURVEY FILE 122, PAGE 62 OF OFFICIAL CLARK COUNTY RECORDS, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER (NW1/4) OF SAID SECTION 16, BEING A POINT ON THE CENTERLINE OF KOVAL LANE; THENCE ALONG THE EAST LINE OF THE NORTHWEST QUARTER (NW 1/4)

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OF SAID SECTION 16 AND THE CENTERLINE OF SAID KOVAL LANE, NORTH 00°24’18” WEST, 10.00 FEET TO THE CENTERLINE OF SANDS AVENUE (WEST); THENCE ALONG THE CENTERLINE OF SAID SANDS AVENUE, NORTH 88°41’36” WEST, 114.70 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 600.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE AND CENTERLINE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 59°35’58”, AN ARC LENGTH OF 624.13 FEET; THENCE DEPARTING SAID CENTERLINE, ALONG A RADIAL BEARING OF SOUTH 60°54’23” WEST, 50.00 FEET TO THE MOST EASTERLY CORNER OF SAID LOT 2; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2, SOUTH 51°34’35” WEST, 47.14 FEET TO THE POINT OF BEGINNING; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2 THE FOLLOWING SEVEN (7) COURSES: (1) SOUTH 51°34’35” WEST, 125.41 FEET; (2) NORTH 88°58’54” WEST, 380.30 FEET; (3) NORTH 01°00’00” EAST, 39.17 FEET; (4) NORTH 89°00’00” WEST, 10.67 FEET; (5) NORTH 01°00’00” EAST, 38.67 FEET; (6) SOUTH 89°00’00” EAST, 10.67 FEET; (7) NORTH 01°00’00” EAST, 38.17 FEET; THENCE CONTINUING NORTH 01°00’00” EAST, 100.30 FEET; THENCE SOUTH 89°04’06” EAST, 340.30 FEET; THENCE NORTH 00°55’54” EAST, 48.75 FEET; THENCE SOUTH 89°04’06” EAST, 39.64 FEET; THENCE SOUTH 00°57’00” WEST, 29.17 FEET; THENCE SOUTH 89°04’04” EAST, 48.70 FEET; THENCE SOUTH 00°55’54” WEST, 35.08 FEET; THENCE SOUTH 89°04’00” EAST, 17.62 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 299.52 FEET, FROM WHICH BEGINNING THE RADIUS BEARS NORTH 88°52’29” EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 24°13’18”, AN ARC LENGTH OF 126.62 FEET TO THE POINT OF BEGINNING.

LOT A-1 ABOVE IS ALSO SHOWN AS LOT A-1 ON RECORD OF SURVEY FILED IN FILE 124, PAGE 55 OF OFFICIAL CLARK COUNTY RECORDS.

LOT A-1 IS AN ABOVE GROUND LOT WITH THE FOLLOWING VERTICAL CONSTRAINTS: A LOWER PLACE ELEVATION OF 2090.29 FEET AND AN UPPER PLAIN ELEVATION OF 2109.79 FEET, BASED ON THE NORTH AMERICAN VERTICAL DATUM OF 1988.

NOTE: THE ABOVE METES AND BOUNDS DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN DOCUMENT RECORDED JULY 14, 2004 IN BOOK 20040714 AS INSTRUMENT NO. 04837.

PARCEL 5:

A NON-EXCLUSIVE EASEMENT FOR PEDESTRIAN AND VEHICULAR INGRESS, EGRESS AND PARKING AS CREATED BY THAT CERTAIN PARKING AND EASEMENT AGREEMENT RECORDED MARCH 26, 2004 IN BOOK 20040326 AS INSTRUMENT NO. 01305 OF OFFICIAL RECORDS.

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PARCEL 6: (Parcels 6 thru 14)

A PARCEL OF LAND SITUATE IN THE WEST HALF (W 1/2) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE CENTER QUARTER CORNER OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., AS SHOWN ON PARCEL MAP IN FILE 33, PAGE 98 OF CLARK COUNTY RECORDS, CLARK COUNTY, NEVADA, FROM WHENCE THE CENTER SOUTH 1/16TH CORNER OF SAID SECTION 16 BEARS SOUTH 00°24’18” EAST A DISTANCE OF 1331.31 FEET; THENCE TO THE CENTERLINE INTERSECTION OF KOVAL LANE AND SANDS AVENUE, NORTH 00°24’18” WEST A DISTANCE OF 10.00 FEET; THENCE ALONG THE CENTERLINE OF SANDS AVENUE, NORTH 88°41’36” WEST A DISTANCE OF 114.70 FEET; THENCE CONTINUING ALONG SAID CENTERLINE OF SANDS AVENUE THROUGH A TANGENT CURVE TO THE RIGHT, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 600.00 FEET, A CENTRAL ANGLE OF 50°30’45”, AND AN ARC LENGTH OF 528.96 FEET; THENCE DEPARTING SAID CENTERLINE OF SANDS AVENUE, SOUTH 51°49’09” WEST A DISTANCE OF 50.00 FEET TO A POINT ON THE WEST RIGHT-OF-WAY OF SAID SANDS AVENUE AND THE POINT OF BEGINNING;

THENCE ALONG THE BOUNDARY OF LOT 2 AS SHOWN ON AMENDED PARCEL MAP FILED IN FILE 91, PAGE 89 OF PARCEL MAPS, THE FOLLOWING SIX (6) COURSES: SOUTH 51°33’08” WEST A DISTANCE OF 213.88 FEET; THENCE SOUTH 01°00’22” WEST A DISTANCE OF 203.20 FEET; THENCE NORTH 89°00’34” WEST A DISTANCE OF 110.80 FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE TO THE WEST, HAVING A RADIUS OF 410.82 FEET AND THROUGH WHICH A LINE TO THE RADIUS POINT BEARS SOUTH 62°11’16” WEST; THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28°49’30”, AND AN ARC LENGTH OF 206.68 FEET; THENCE SOUTH 01°00’46” WEST A DISTANCE OF 495.04 FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE TO THE NORTH, HAVING A RADIUS OF 117.00 FEET AND THROUGH WHICH A LINE TO THE RADIUS POINT BEARS NORTH 15°08’27” WEST; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 16°08’10”, AND AN ARC LENGTH OF 32.95 FEET TO A POINT ON THE NORTH LINE OF PARCEL 2 AS SHOWN ON PARCEL MAP FILED IN FILE 56, PAGE 72 OF PARCEL MAPS; THENCE ALONG SAID LINE NORTH 89°00’17” WEST A DISTANCE OF 455.28 FEET; THENCE SOUTH 00°28’09” EAST A DISTANCE OF 7.81 FEET; THENCE NORTH 88°51’25” WEST A DISTANCE OF 562.02 FEET; THENCE NORTH 00°55’34” WEST A DISTANCE OF 200.11 FEET; THENCE NORTH 89°01’44” WEST A DISTANCE OF 132.47 FEET; THENCE NORTH 00°56’23” WEST A DISTANCE OF 175.78 FEET; THENCE NORTH 01°00’40” EAST A DISTANCE OF 74.35 FEET; THENCE NORTH 88°59’20” WEST A DISTANCE OF 173.15 FEET; THENCE SOUTH 41°06’38” WEST A DISTANCE OF 97.20 FEET; THENCE NORTH 88°59’20” WEST A DISTANCE OF 3.47 FEET TO A POINT ON THE EAST RIGHT-OF-WAY OF U.S. HIGHWAY NO. 91 (LAS VEGAS BLVD.), SAID POINT BEING THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 3960.00 FEET AND THROUGH WHICH A LINE TO THE RADIUS POINT BEARS SOUTH

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69°04’19” EAST; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 07°04’39”, AND AN ARC LENGTH OF 489.16 FEET; THENCE CONTINUING ALONG SAID EAST RIGHT-OF-WAY, NORTH 28°00’20” EAST A DISTANCE OF 247.72 FEET; THENCE DEPARTING SAID RIGHT-OF-WAY, SOUTH 89°05’40” EAST A DISTANCE OF 336.41 FEET; THENCE NORTH 00°59’07” EAST A DISTANCE OF 89.23 FEET; THENCE SOUTH 88°59’59” EAST A DISTANCE OF 443.60 FEET; THENCE SOUTH 01°00’00” WEST A DISTANCE OF 38.17 FEET; THENCE NORTH 89°00’00” WEST A DISTANCE OF 10.67 FEET; THENCE SOUTH 01°00’00” WEST A DISTANCE OF 38.67 FEET; THENCE SOUTH 89°00’00” EAST A DISTANCE OF 10.67 FEET; THENCE SOUTH 01°00’00” WEST A DISTANCE OF 39.17 FEET; THENCE SOUTH 88°58’54” EAST A DISTANCE OF 380.30 FEET; THENCE NORTH 51°34’35” WEST A DISTANCE OF 172.55 FEET TO A POINT ON THE AFOREMENTIONED RIGHT-OF-WAY OF SANDS AVENUE, SAID POINT BEING THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 650.00 FEET AND THROUGH WHICH A LINE TO THE RADIUS POINT BEARS NORTH 60°54’23” EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 09°05’14”, AND AN ARC LENGTH OF 103.09 FEET TO THE POINT OF BEGINNING.

NOTE: THE ABOVE METES AND BOUNDS DESCRIPTION WAS PREPARED BY JOHN E. FORSMAN, P.L.S. 9911 COVINGTON CROSS DRIVE, SUITE 104, LAS VEGAS, NEVADA, 89144

THE ABOVE DESCRIPTION INCLUDES THE FOLLOWING DESCRIBED PARCELS OF LAND DEPICTED ON THAT CERTAIN RECORD OF SURVEY RECORDED JUNE 14, 2004 IN BOOK 20040614 AS DOCUMENT NO. 01698, IN FILE 138, PAGE 77 AND BY SURVEY RECORDED IN FILE 140, PAGE 11 OF SURVEYS:

SURVEY AREA III:

A PORTION OF LOT 1 FROM ELEVATION 2092 FEET TO 2117 FEET OF THAT CERTAIN FINAL MAP ENTITLED “FINAL MAP OF THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85 OF PLATS, AT PAGE 20, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID SECTION 16; THENCE NORTH 84°35’37” WEST, 1816.02 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00°58’05” WEST, 64.86 FEET; THENCE NORTH 89°45’02” WEST, 21.55 FEET; THENCE SOUTH 01°01’42” WEST, 28.77 FEET; THENCE SOUTH 88°58’43” EAST, 10.16 FEET; THENCE SOUTH 01°01’17” WEST, 3.11 FEET; THENCE NORTH 88°43’34” WEST, 42.16 FEET; THENCE SOUTH 01°16’26” WEST, 0.92 FEET; THENCE NORTH 88°41’52” WEST, 18.54 FEET; THENCE NORTH 11°25’00” WEST, 63.44 FEET; THENCE NORTH 25°31’16” EAST, 7.68 FEET; THENCE NORTH 28°23’13” EAST, 12.38 FEET; THENCE NORTH 80°01’14” EAST, 5.72 FEET; THENCE SOUTH 09°58’46” EAST, 0.98 FEET; THENCE NORTH 79°01’11” EAST, 39.29 FEET;

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THENCE NORTH 00°19’42” EAST, 23.66 FEET; THENCE SOUTH 89°40’18” EAST, 18.60 FEET; THENCE SOUTH 44°07’42” EAST, 10.18 FEET; THENCE SOUTH 01°20’26” WEST, 7.31 FEET; THENCE SOUTH 89°15’28” EAST, 7.11 FEET TO THE POINT OF BEGINNING.

SURVEY AREA IV:

A PORTION OF LOT 1 FROM ELEVATION 2092± FEET TO 2117± FEET OF THAT CERTAIN FINAL MAP ENTITLED “FINAL MAP OF THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85 OF PLATS, AT PAGE 20, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID SECTION 16; THENCE NORTH 85°24’25” WEST, 1655.78 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 01°03’39” WEST, 27.98 FEET; THENCE NORTH 88°27’11” WEST, 15.87 FEET; THENCE SOUTH 01°00’49” WEST, 19.24 FEET; THENCE NORTH 88°59’11” WEST, 3.50 FEET; THENCE SOUTH 01°00’49” WEST, 6.90 FEET; THENCE SOUTH 47°14’39” WEST, 19.65 FEET; THENCE NORTH 43°50’28” WEST, 14.72 FEET; THENCE SOUTH 49°21’55” WEST, 3.73 FEET; THENCE NORTH 44°02’10” WEST, 28.71 FEET; THENCE NORTH 41°44’12” EAST, 3.74 FEET; THENCE NORTH 44°01’35” WEST, 14.81 FEET; THENCE NORTH 45°56’19” EAST, 27.76 FEET; THENCE SOUTH 43°49’53” EAST, 19.83 FEET; THENCE SOUTH 89°03’15” EAST, 5.27 FEET; THENCE NORTH 00°11’58” WEST, 0.60 FEET; THENCE NORTH 89°48’02” EAST, 15.28 FEET; THENCE NORTH 00°11’58” WEST, 3.59 FEET; THENCE NORTH 45°53’39” EAST, 6.66 FEET; THENCE NORTH 00°42’06” WEST, 2.37 FEET; THENCE NORTH 47°13’35” WEST, 8.14 FEET; THENCE NORTH 45°55’49” EAST, 9.58 FEET; THENCE SOUTH 88°48’47” EAST, 8.79 FEET; THENCE SOUTH 01°00’22” WEST, 3.36 FEET; THENCE SOUTH 88°58’09” EAST, 6.95 FEET TO THE POINT OF BEGINNING.

SURVEY AREA V:

A PORTION OF LOT 1 FROM ELEVATION 2092± FEET TO 2117± FEET OF THAT CERTAIN FINAL MAP ENTITLED “FINAL MAP OF THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85 OF PLATS, AT PAGE 20, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID SECTION 16; THENCE NORTH 78°10’24” WEST, 1435.98 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 01°04’16” WEST, 31.65 FEET; THENCE SOUTH 44°00’05” EAST, 13.76 FEET; THENCE SOUTH 01°05’53” WEST, 20.66 FEET; THENCE SOUTH 46°04’22” WEST, 13.66 FEET; THENCE SOUTH 17°54’51” EAST, 6.50 FEET;

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THENCE SOUTH 08°16’39” EAST, 15.59 FEET; THENCE SOUTH 04°10’41” WEST, 52.31 FEET; TO A POINT OF A NON-TANGENT CURVE, CONCAVE TO THE NORTHWEST, FROM WHICH BEGINNING THE RADIAL POINT BEARS SOUTH 82°38’18” EAST, A RADIUS OF 4.48 FEET, AN ARC LENGTH OF 8.42 FEET, AND THROUGH A CENTRAL ANGLE OF 107°46’49”; THENCE NORTH 65°22’25” WEST, 6.86 FEET; THENCE NORTH 40°15’30” WEST, 1.46 FEET; THENCE SOUTH 89°22’35” WEST, 10.29 FEET; THENCE SOUTH 66°57’30” WEST, 10.28 FEET; THENCE SOUTH 45°27’57” WEST, 10.30 FEET; THENCE SOUTH 22°55’00” WEST, 10.29 FEET; THENCE SOUTH 01°01’37” WEST, 10.32 FEET; THENCE SOUTH 22°03’44” EAST, 11.15 FEET; THENCE SOUTH 45°42’40” EAST, 11.06 FEET; THENCE SOUTH 00°58’41” WEST, 53.01 FEET; THENCE SOUTH 46°05’31” WEST, 42.51 FEET; THENCE NORTH 89°04’00” WEST, 24.16 FEET TO A POINT OF A NON-TANGENT CURVE, CONCAVE TO THE SOUTH, FROM WHICH BEGINNING THE RADIAL POINT BEARS SOUTH 58°02’28” WEST, A RADIUS OF 25.95 FEET, AN ARC LENGTH OF 47.39 FEET, THROUGH A CENTRAL ANGLE OF 104°39’04”; THENCE NORTH 43°58’22” WEST, 77.44 FEET; THENCE NORTH 00°49’55” EAST, 20.30 FEET; THENCE NORTH 88°33’31” WEST, 14.85 FEET; THENCE NORTH 00°37’42” EAST 55.27 FEET; THENCE SOUTH 88°59’40” EAST, 1.35 FEET; THENCE NORTH 01°00’20” EAST, 71.62 FEET; THENCE NORTH 88°58’52” WEST, 15.07 FEET; THENCE NORTH 01°00’59” EAST, 57.10 FEET; THENCE SOUTH 89°52’53” WEST, 0.97 FEET; THENCE NORTH 00°55’25” EAST, 39.52 FEET; THENCE SOUTH 89°00’47” EAST, 198.27 FEET TO POINT OF A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST, FROM WHICH BEGINNING THE RADIAL POINT BEARS SOUTH 83°49’52” EAST, A RADIUS OF 26.29 FEET, AN ARC LENGTH OF 28.41 FEET, THROUGH A CENTRAL ANGLE OF 61°54’45” TO THE POINT OF BEGINNING.

SURVEY AREA VI:

A PORTION OF LOT 1 FROM ELEVATION 2092± FEET TO 2117± FEET OF THAT CERTAIN FINAL MAP ENTITLED “FINAL MAP OF THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85 OF PLATS, AT PAGE 20, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF THE SOUTHWEST QUARTER (SW 1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID SECTION 16; THENCE NORTH 85°33’18” WEST, 1352.88 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00°59’17” WEST, 29.45 FEET; THENCE NORTH 89°00’43” WEST, 28.80 FEET; THENCE SOUTH 00%%D59’17” WEST, 12.00 FEET; THENCE SOUTH 89°00’43” EAST, 2.50 FEET; THENCE SOUTH 00°59’17” WEST, 8.83 FEET; THENCE NORTH 89°00’43” WEST, 2.50 FEET; THENCE SOUTH 00°59’17” WEST, 39.05 FEET; THENCE NORTH 89°52’01” WEST, 1.25 FEET; THENCE SOUTH 00°59’17” WEST, 11.19 FEET; THENCE SOUTH 43°48’15” EAST, 5.73 FEET; THENCE SOUTH 00°43’00” WEST, 20.49 FEET; THENCE SOUTH 89°17’00” WEST, 64.88 FEET; THENCE NORTH 00°29’26” EAST, 11.98 FEET; THENCE NORTH 42°57’37” WEST, 7.57 FEET; THENCE NORTH 46°01’06” EAST, 49.08 FEET; THENCE NORTH 01°30’30” EAST, 13.75

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FEET; THENCE NORTH 89°47’58” WEST, 0.83 FEET; THENCE NORTH 00°54’44” EAST, 53.91 FEET TO THE BEGINNING OF NON-TANGENT CURVE, CONCAVE TO THE SOUTHEAST, FROM WHICH BEGINNING THE RADIAL POINT BEARS SOUTH 32°38’18” EAST, A RADIUS OF 50.14 FEET, AND ARC LENGTH OF 31.59 FEET AND THROUGH A CENTRAL ANGLE OF 36°05’25”; THENCE SOUTH 84°13’45” EAST, 32.42 FEET TO THE POINT OF BEGINNING.

SURVEY AREA VII:

A PORTION OF LOT 1 FROM ELEVATION 2092± FEET TO 2117± FEET OF THAT CERTAIN FINAL MAP ENTITLED “FINAL MAP OF THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85 OF PLATS, AT PAGE 20, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF THE SOUTHWEST QUARTER (SW 1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

;COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID SECTION 16; THENCE SOUTH 83°35’46” WEST, 1344.11 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 01°01’04” WEST, 106.39 FEET; THENCE SOUTH 45°49’38” WEST, 3.02 FEET; THENCE SOUTH 45°17’39” EAST, 3.87 FEET; THENCE SOUTH 45°55’10” WEST, 16.74 FEET; THENCE NORTH 43°56’40” WEST, 8.44 FEET; THENCE SOUTH 46°07’30” WEST, 18.47 FEET; THENCE NORTH 44°02’50” WEST, 36.27 FEET; THENCE SOUTH 46°18’42” WEST, 45.70 FEET; THENCE NORTH 43°41’18” WEST, 17.74 FEET; THENCE NORTH 21°29’24” WEST, 48.85 FEET; THENCE SOUTH 68°34’01” WEST, 8.31 FEET; THENCE NORTH 21°27’40” WEST, 11.40 FEET; THENCE SOUTH 68°35’22” WEST, 21.21 FEET; THENCE NORTH 21°48’05” WEST, 5.36 FEET; THENCE NORTH 89°32’55” WEST, 1.27 FEET; THENCE NORTH 01°00’49” EAST, 1.98 FEET; THENCE NORTH 18°57’05” WEST, 10.49 FEET TO THE BEGINNING OF NON-TANGENT CURVE, CONCAVE TO THE SOUTHWEST, FROM WHICH BEGINNING THE RADIAL POINT BEARS NORTH 80°11’41” WEST, A RADIUS OF 26.17 FEET, AND ARC LENGTH OF 29.91 FEET AND THROUGH A CENTRAL ANGLE OF 65°30’15”; THENCE NORTH 01°06’30” EAST, 32.29 FEET; THENCE NORTH 46°05’10” EAST, 14.18 FEET; THENCE SOUTH 89°00’18” EAST, 31.89 FEET; THENCE NORTH 00°36’53” EAST, 11.81 FEET; THENCE SOUTH 89°01’53” EAST, 110.47 FEET; THENCE SOUTH 43°59’38” EAST, 24.34 FEET TO THE POINT OF BEGINNING.

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SURVEY AREA VIII:

A PORTION OF LOT 1 FROM ELEVATION 2092± FEET TO 2117± FEET OF THAT CERTAIN FINAL MAP ENTITLED “FINAL MAP OF THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85 OF PLATS, AT PAGE 20, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF THE SOUTHWEST QUARTER (SW 1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY NEVADA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID SECTION 16; THENCE SOUTH 78°17’25” WEST, 1492.03 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 01°04’44” WEST, 3.25 FEET; THENCE NORTH 88°57’17” WEST, 6.84 FEET; THENCE SOUTH 23°14’08” WEST, 37.57 FEET; THENCE NORTH 89°03’09” WEST, 6.60 FEET; THENCE NORTH 00°56’51” EAST, 31.87 FEET; THENCE SOUTH 89°00’17” EAST, 15.03 FEET; THENCE NORTH 00°41’11” EAST, 6.18 FEET; THENCE SOUTH 88°55’16” EAST, 12.69 FEET TO THE POINT OF BEGINNING.

SURVEY AREA IX:

A PORTION OF LOT 1 FROM ELEVATION 2092± FEET TO 2117± FEET OF THAT CERTAIN FINAL MAP ENTITLED “FINAL MAP OF THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85 OF PLATS, AT PAGE 20, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID SECTION 16; THENCE SOUTH 82°45’43” WEST, 1608.31 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 01°17’31” WEST, 16.38 FEET; THENCE NORTH 89°14’31” WEST, 0.32 FEET; THENCE SOUTH 00°45’29” WEST, 14.46 FEET; THENCE SOUTH 88°53’39” EAST, 10.63 FEET; THENCE SOUTH 01°06’21” WEST, 0.28 FEET; THENCE SOUTH 88°41’45” EAST, 3.48 FEET; THENCE SOUTH 01°03’49” WEST, 3.50 FEET; THENCE SOUTH 88°34’59” EAST, 2.75 FEET; THENCE SOUTH 00°59’45” WEST, 25.16 FEET; THENCE NORTH 88°55’00” WEST, 0.15 FEET; THENCE SOUTH 01°05’00” WEST, 12.22 FEET; THENCE NORTH 88°44’37” WEST, 1.37 FEET; THENCE SOUTH 01°15’23” WEST, 1.35 FEET; THENCE SOUTH 88°39’50” EAST, 3.17 FEET; THENCE SOUTH 00°46’02” EAST, 3.38 FEET; THENCE NORTH 89°13’58” EAST, 3.45 FEET; THENCE SOUTH 01°00’09” WEST, 16.37 FEET; THENCE SOUTH 01°13’40” WEST, 11.39 FEET; THENCE NORTH 88°14’40” WEST, 2.02 FEET; THENCE SOUTH 02°04’46” WEST, 5.18 FEET; THENCE SOUTH 87°55’14” EAST, 3.49 FEET; THENCE SOUTH 01°03’13” WEST, 26.53 FEET; THENCE NORTH 89°52’17” WEST, 2.81 FEET; THENCE NORTH 01°09’36” EAST, 1.46 FEET; THENCE NORTH 88°50’24” WEST, 9.43 FEET; THENCE NORTH 88°58’24” WEST, 49.66 FEET; THENCE NORTH 02°17’12” EAST, 3.51 FEET; THENCE SOUTH 89°53’42” WEST, 1.09 FEET; THENCE NORTH 00°35’56” EAST, 12.24 FEET; THENCE SOUTH 89°53’17” WEST, 1.54 FEET; THENCE SOUTH 01°20’33” WEST, 1.41 FEET; THENCE NORTH 88°52’59” WEST, 48.27 FEET; THENCE SOUTH 00°38’40” WEST, 14.58 FEET; THENCE NORTH 89°21’20” WEST, 12.40 FEET; THENCE SOUTH 00°58’18” WEST, 5.00 FEET; THENCE NORTH 89°21’20” EAST, 2.51 FEET; THENCE SOUTH 00°38’40” WEST, 18.87 FEET; THENCE NORTH 89°01’42” WEST, 5.00 FEET; THENCE SOUTH 00°58’18” WEST, 7.36 FEET; THENCE NORTH 89°01’42” WEST, 17.37 FEET; THENCE NORTH 00°58’12” EAST, 25.60 FEET; THENCE NORTH 89°33’01” WEST, 1.70 FEET; THENCE NORTH 00°26’59” EAST, 4.71 FEET; THENCE SOUTH 89°33’01” EAST, 1.70 FEET; THENCE NORTH 00°58’09” EAST, 27.20 FEET; THENCE

A-13

NORTH 89°22’24” WEST, 1.70 FEET; THENCE NORTH 00°37’36” EAST, 4.76 FEET; THENCE SOUTH 89°22’24” EAST, 1.70 FEET; THENCE NORTH 00°55’52” EAST, 27.13 FEET; THENCE NORTH 89°08’33” WEST, 1.70 FEET; THENCE NORTH 00°51’27” EAST, 4.74 FEET; THENCE SOUTH 89°08’33” EAST, 1.70 FEET; THENCE NORTH 00°54’55” EAST, 27.16 FEET; THENCE NORTH 88°52’32” WEST, 1.70 FEET; THENCE NORTH 01°07’28” EAST, 4.74 FEET; THENCE SOUTH 88°14’38” EAST, 1.70 FEET; THENCE NORTH 01°07’10” EAST, 7.22 FEET; THENCE NORTH 46°05’43” EAST, 9.32 FEET; THENCE NORTH 44°31’53” EAST, 2.07 FEET; THENCE NORTH 45°47’10” WEST, 0.88 FEET; THENCE NORTH 45°54’01” EAST, 34.34 FEET; THENCE SOUTH 88°56’11” EAST, 31.57 FEET; THENCE NORTH 01°11’19” EAST, 2.52 FEET; THENCE SOUTH 88°48’41” EAST, 17.98 FEET; THENCE SOUTH 01°11’19” WEST, 2.46 FEET; THENCE SOUTH 89°01’42” EAST, 40.85 FEET TO THE POINT OF BEGINNING.

The above descriptions were prepared by Robert B. Barnes, P.L.S.

Professional Land Surveyor Nevada License No. 14186

EXCEPTING THEREFROM ANY PORTION LYING WITHIN UNIT 1 OF THE FINAL MAP OF THE VENETIAN COMMERCIAL SUBDIVISION MAP FILED IN BOOK 85 OF PLATS, PAGE 20 IN THE OFFICE OF THE COUNTY RECORDER OF CLARK COUNTY, NEVADA.

FURTHER EXCEPTING THEREFROM THAT PORTION AS CONVEYED TO GRAND CANAL SHOPS II, LLC, A DELAWARE LIMITED LIABILITY COMPANY (FOR COFFEE BEAN & TEA LEAF) BY THAT CERTAIN QUITCLAIM DEED RECORDED JUNE 10, 2004 IN BOOK 20040610 AS INSTRUMENT NO. 05116 AND CORRECTION DEED RECORDED AUGUST 12, 2004 IN BOOK 20040812 AS INSTRUMENT NO. 04342 OF OFFICIAL RECORDS.

PARCEL 7:

A NON-EXCLUSIVE EASEMENT FOR PEDESTRIAN AND VEHICULAR INGRESS, EGRESS AND PARKING AS CREATED BY THAT CERTAIN SECOND AMENDED AND RESTATED RECIPROCAL EASEMENT, USE AND OPERATING AGREEMENT RECORDED JUNE 14, 2004 IN BOOK 20040614 AS INSTRUMENT NO. 02783 AND BY AMENDMENT THERETO RECORDED AUGUST 11, 2004 IN BOOK 20040811 AS INSTRUMENT NO. 03279 OF OFFICIAL RECORDS.

PARCEL 8:

A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS CREATED BY THAT CERTAIN MEMORANDUM OF AGREEMENT RECORDED APRIL 16, 1998 IN BOOK 980416 AS INSTRUMENT NO. 00618 OF OFFICIAL RECORDS.

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PARCEL 9: (CANYON RANCH SPA CLUB)

SURVEY AREA II

A PORTION OF UNIT 1 FROM ELEVATION OF 2132± FEET TO 2148± FEET OF THAT CERTAIN FINAL MAP ENTITLED “FINAL MAP OF THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85 OF PLATS, AT PAGE 20, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF THE SOUTHWEST QUARTER (SW 1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID SECTION 16; THENCE NORTH 81°54’54” WEST, 1260.40 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 01°04’06” WEST, 12.08 FEET; THENCE SOUTH 88°55’54” EAST, 3.00 FEET; THENCE SOUTH 01°06’48” WEST, 236.12 FEET; THENCE SOUTH 47°19’35” WEST, 23.78 FEET; THENCE NORTH 43°58’35” WEST, 19.78 FEET; THENCE SOUTH 46°01’25” WEST, 14.35 FEET; THENCE NORTH 44°54’27” WEST, 27.72 FEET; THENCE NORTH 89°00’13” WEST, 42.54 FEET; THENCE NORTH 00°56’55” EAST, 80.30 FEET; THENCE NORTH 89°30’38” WEST, 2.11 FEET; THENCE SOUTH 00°29’22” WEST, 1.90 FEET; THENCE NORTH 88°54’53” WEST, 26.11 FEET; THENCE NORTH 02°19’39” EAST, 1.64 FEET; THENCE NORTH 89°31’18” WEST, 1.71 FEET; THENCE NORTH 01°05’54” EAST, 27.40 FEET; THENCE SOUTH 88°09’48” EAST, 2.11 FEET; THENCE NORTH 00°12’37” EAST, 0.65 FEET; THENCE SOUTH 87°20’14” EAST, 13.02 FEET; THENCE NORTH 02°39’46” EAST, 30.98 FEET; THENCE SOUTH 87°20’14” EAST, 46.05 FEET; THENCE NORTH 02°39’46” EAST, 5.13 FEET; THENCE SOUTH 89°05’30” EAST, 11.75 FEET; THENCE NORTH 00°54’30” EAST, 2.40 FEET; THENCE SOUTH 88°59’44” EAST, 6.06 FEET; THENCE NORTH 01°00’16” EAST, 0.90 FEET; THENCE SOUTH 88°59’44” EAST, 10.00 FEET; THENCE NORTH 01°00’16” EAST, 95.76 FEET; THENCE SOUTH 88°55’54” EAST, 41.15 FEET TO THE POINT OF BEGINNING.

NOTE: THE ABOVE METES AND BOUNDS DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN DOCUMENT RECORDED AUGUST 12, 2004 IN BOOK 20040812 AS INSTRUMENT NO. 04341.

A-15

PARCEL 10:

LOT A-1 IS AN ABOVE GROUND LOT WITH THE FOLLOWING VERTICAL CONSTRAINTS: A LOWER PLACE ELEVATION OF 2090.29 FEET AND AN UPPER PLAIN ELEVATION OF 2109.79 FEET, BASED ON THE NORTH AMERICAN VERTICAL DATUM OF 1988, BEING A PORTION OF LOT 2 AS SHOWN IN FILE 96, PAGE 37 OF SURVEYS AND BEING A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85, PAGE 20 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND ALSO BEING A PORTION OF LOT “A” AS PER RECORD OF SURVEY FILE 122, PAGE 62 OF OFFICIAL CLARK COUNTY RECORDS, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER (NW1/4) OF SAID SECTION 16, BEING A POINT ON THE CENTERLINE OF KOVAL LANE; THENCE ALONG THE EAST LINE OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 16 AND THE CENTERLINE OF SAID KOVAL LANE, NORTH 00°24’18” WEST, 10.00 FEET TO THE CENTERLINE OF SANDS AVENUE (WEST); THENCE ALONG THE CENTERLINE OF SAID SANDS AVENUE, NORTH 88°41’36” WEST, 114.70 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 600.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE AND CENTERLINE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 59°35’58”, AN ARC LENGTH OF 624.13 FEET; THENCE DEPARTING SAID CENTERLINE, ALONG A RADIAL BEARING OF SOUTH 60°54’23” WEST, 50.00 FEET TO THE MOST EASTERLY CORNER OF SAID LOT 2; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2, SOUTH 51°34’35” WEST, 47.14 FEET TO THE POINT OF BEGINNING; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2 THE FOLLOWING SEVEN (7) COURSES: (1) SOUTH 51°34’35” WEST, 125.41 FEET; (2) NORTH 88°58’54” WEST, 380.30 FEET; (3) NORTH 01°00’00” EAST, 39.17 FEET; (4) NORTH 89°00’00” WEST, 10.67 FEET; (5) NORTH 01°00’00” EAST, 38.67 FEET; (6) SOUTH 89°00’00” EAST, 10.67 FEET; (7) NORTH 01°00’00” EAST, 38.17 FEET; THENCE CONTINUING NORTH 01°00’00” EAST, 100.30 FEET; THENCE SOUTH 89°04’06” EAST, 340.30 FEET; THENCE NORTH 00°55’54” EAST, 48.75 FEET; THENCE SOUTH 89°04’06” EAST, 39.64 FEET; THENCE SOUTH 00°57’00” WEST, 29.17 FEET; THENCE SOUTH 89°04’04” EAST, 48.70 FEET; THENCE SOUTH 00°55’54” WEST, 35.08 FEET; THENCE SOUTH 89°04’00” EAST, 17.62 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 299.52 FEET, FROM WHICH BEGINNING THE RADIUS BEARS NORTH 88°52’29” EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 24°13’18”, AN ARC LENGTH OF 126.62 FEET TO THE POINT OF BEGINNING.

LOT A-1 ABOVE IS ALSO SHOWN AS LOT A-1 ON RECORD OF SURVEY FILED IN FILE 124, PAGE 55 OF OFFICIAL CLARK COUNTY RECORDS.

NOTE: THE ABOVE METES AND BOUNDS DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN DOCUMENT RECORDED JUNE 7, 2002 IN BOOK 20020607 AS INSTRUMENT NO. 00725.

PARCEL 11: (CENTRAL PARK)

PARCEL 11A:

Lot One (1) in Block Two (2) of Amended Plat of Central Park West as shown by map thereof on file in Book 10 of Plats, Page 13, in the Office of the County Recorder of Clark County, Nevada.

A-16

PARCEL 11B:

Lots Eight (8) and Fourteen (14) in Block One (1) and Lots Three (3), Four (4), Seven (7), Eight (8) and Nine (9) in Block Three (3) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

PARCEL 11C:

Lot Seven (7) in Block One (1) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northeast Corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence North 88°45’10” West(Basis of Bearing) along the East-West center of said Section 16, 297.53 feet; thence South 01°14’50” West, 40.00 feet; thence continuing South 01°14’50 West along the West line of Lot Sixteen (16), Block One (1) of Central Park West recorded as Book 8 of Plats, Page 23 Clark County Official Records, 126.00 feet; thence along the Westerly property line of the Easterly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96 Clark County Official Records as shown on sheet 4 of 4 of said Plat the following described courses: South 38°23’58” West, 124.87 feet; South 03°25’20” West, 143.05 feet; South 05°05’20” East, 146.54 feet; South 75°54’00” East, 186.65 feet; South 00°58’10” West, 297.06 feet to the True Point of Beginning; thence continuing along said Westerly property line, South 00°58’10” West, 223.70 feet; thence departing said Westerly property line South 88°27’52” East along the North Right of Way line of Westchester Drive, 11.78 feet; thence North 01°53’42” East, 218.71 feet; thence North 70°29’00” West, 16.15 feet to the True Point of Beginning.

PARCEL 11D:

Lot Nine (9) in Block One (1) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northeast Corner of Said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence North 88°45’10” West (Basis of Bearing) along the East-West center of said Section 16, 297.53 feet; thence South 01°14’50” West, 40.00 feet; thence continuing South

A-17

01°14’50” West along the West line of Lot Sixteen (16), Block One (1) of Central Park West recorded as Book 8 of Plats, Page 23, Clark County Official Records, 126.00 feet; thence along the Westerly property line of the Easterly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records as shown on sheet 4 of 4 of said Plat the following described courses, South 38°23’58” West, 124.87 feet; South 03°25’20” West, 143.05 feet; South 05°05’20” East, 146.54 feet; South 75°54’00” East, 50.00 feet to the True Point of Beginning; thence continuing along said Westerly property line, 136.65 feet; thence along said Westerly property line South 00°58’10” West, 297.06 feet; thence South 70°29’00” East, 16.15 feet; thence the following described courses, North 01°53’42” East, 86.79 feet; North 56°31’26” West, 10.35 feet; North 03°53’12” West, 84.32 feet; North 00°35’09” East, 125.84 feet; North 75°45’45” West, 133.04 feet; North 64°22’43” West, 3.63 feet; South 17°40’50” West, 1.05 feet to the True Point of Beginning.

PARCEL 11E:

Lot Ten (10) in Block One (1) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northeast Corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence North 88°45’10” West (Basis of Bearing) along the East-West center of said Section 16, 297.53 feet; thence South 01°14’50” West, 40.00 feet; thence continuing South 01°14’50” West along the West line of Lot Sixteen (16), Block One (1) of Central Park West recorded as Book 8 of Plats, Page 23 Clark County Official Records, 126.00 feet; thence along the Westerly property line of the Easterly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records as shown on sheet 4 of 4 of said plat the following described courses, South 38°23’58” West, 124.87 feet; South 03°25’20” West, 143.05 feet; South 05°05’20” East, 146.54 feet to the True Point of Beginning; thence continuing along said Westerly property line, South 75°54’00” East, 50.00 feet; thence North 17°40’50” East, 1.05 feet; thence North 64°22’43” West, 40.72 feet; thence South 62°01’10” West, 13.70 feet to the True Point of Beginning.

PARCEL 11F:

Lot Eleven (11) in Block One (1) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

A-18

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northeast Corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence North 88°45’10” West (Basis of Bearing) along the East-West center of said Section 16, 297.53 feet; thence South 01°14’50” West, 40.00 feet; thence continuing South 01°14’50” West along the West line of Lot Sixteen (16), Block One (1) of Central Park West recorded as Book 8 of Plats, Page 23, Clark County Official Records, 126.00 feet; thence along the Westerly property line of the Easterly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records as shown on sheet 4 of 4 of said plat the following described courses, South 38°23’58” West, 124.87 feet; South 03°25’20” West, 143.05 feet; South 05°05’20” East, 96.54 feet to the True Point of Beginning; thence continuing along said Westerly property line, South 05°05’20” East, 50.00 feet; thence North 62°01’10” East, 13.70 feet; thence North 64°22’43” West, 14.71 feet; thence North 05°23’09” West, 37.28 feet; thence North 59°27’21” West, 0.15 feet to the True Point of Beginning.

PARCEL 11G:

Lot Twelve (12) in Block One (1) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northeast Corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence North 88°45’10” West (Basis of Bearing) along the East-West center of said Section 16, 297.53 feet; thence South 01°14’50” West, 40.00 feet; thence continuing South 01°14’50” West along the West line of Lot Sixteen (16), Block One (1) of Central Park West recorded as Book 8 of Plats, Page 23 Clark County Official Records, 126.00 feet; thence along the Westerly property line of the Easterly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records as shown on sheet 4 of 4 of said plat the following described courses, South 38°23’58” West, 124.87 feet; South 03°25’20” West, 91.05 feet to the True Point of Beginning; thence continuing along said Westerly property line, South 03°25’20” West, 52.00 feet; South 05°05’20” East, 96.54 feet; thence South 59°27’21” East, 0.15 feet; thence North 05°23’09” West, 73.55 feet; thence North 03°21’12” West, 21.99 feet; thence North 03°39’07” East, 53.50 feet; thence South 61°57’48” West, 0.91 feet to the True Point of Beginning.

A-19

PARCEL 11H:

Lot Thirteen (13) in Block One (1) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northeast Corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence North 88°45’10” West (Basis of Bearing) along the East-West center of said Section 16, 297.53 feet; thence South 01°14’50” West, 40.00 feet; thence continuing South 01°14’50” West along the West line of Lot Sixteen (16), Block One (1) of Central Park West recorded as Book 8 of Plats, Page 23, Clark County Official Records, 126.00 feet; thence along the Westerly property line of the Easterly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records, as shown on sheet 4 of 4 of said plat, South 38°23’58” West, 124. 87 feet to the True Point of Beginning; thence continuing along said Westerly property line, South 03°25’20” West, 91.05 feet; thence North 61°57’48” East, 0.91 feet; thence North 03°39’07” East, 43.69 feet; thence North 27°10’16” East 44.40 feet; thence North 29°21’00” East, 4.44 feet; thence North 80°23’00” West, 20.89 feet to the True Point of Beginning.

PARCEL 11I:

Lot Fifteen (15) in Block One (1) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northeast Corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence North 88°45’10” West (Basis of Bearing) along the East-West center of said Section 16, 297.53 feet; thence South 01°14’50” West, 40.00 feet; thence continuing South 01°14’50” West along the West line of Lot Sixteen (16), Block One (1) of Central Park West recorded as Book 8 of Plats, Page 23, Clark County Official Records, 126.00 feet; thence along the Westerly property line of the Easterly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96 Clark County Official Records as shown on sheet 4 of 4 of said plat, South 38°23’58” West, 124.87 feet; thence South 80°23’00” East, 20.89 feet; thence North 29°21’00” East, 117.27 feet; thence North 01°29’24” East, 125.12 feet to a point on the Southerly Right of Way line of Sands Avenue (80.00 feet wide); thence North 88°45’10 West along said Right of Way line, 1.03 feet to the True Point of Beginning.

A-20

PARCEL 11J:

Lot One (1) in Block Three (3) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

EXCEPTING THEREFROM

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northwest corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence South 88°45’10” East (Basis of Bearing) along the East-West center of said Section 16, 185.54 feet; thence South 01°14’50” West, 40.00 feet to a point, said point being North 88°45’10’ West, 0.71 feet from the most Northeasterly corner of the Westerly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records, as shown on sheet 2 of 4 of said Plat; thence along the centerline of an existing block wall the following described courses, South 00°06’03” East, 314.65 feet, South 28°29’57” West 2.76 feet; South 12°25’06” East, 18.93 feet to a point on the Easterly property line of the above mentioned Reversionary Map also being the True Point of Beginning; thence continuing South 12°25’06” East over a portion of Lot One (1), Block Three (3) of Central Park West recorded as Book 8 of Plats, Page 23, Clark County Officials Records, 29.71 feet to a point on the Easterly property line of said Reversionary Map; thence North 56°13’40” West along said Easterly property line, 7.45 feet; thence North 00°26’37” West along said Easterly property line, 24.87 feet to the True Point of Beginning.

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northwest corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence South 88°45’10” East (Basis of Bearing) along the East-West center of said Section 16, 185.54 feet; thence South 01°14’50” West, 40.00 feet to a point, said point being North 88°45’10’ West, 0.71 feet from the most Northeasterly corner of the Westerly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records as shown on sheet 2 of 4 of said Plat; thence along the centerline of an existing block wall the following described courses, South 00°06’03” East, 314.65 feet, South 28°29’57” West 2.76 feet; South 12°25’06” East, 18.93 feet to a point on the Easterly property line of the above mentioned Reversionary Map; thence continuing South 12°25’06” East over a portion of Lot One (1), Block Three (3) of Central Park West, recorded as Book 8 of Plats, Page 23, Clark County Officials Records, 29.71 feet to a point on said Easterly property line of said Reversionary Map also being the True Point of Beginning; thence continuing South 12°25’06” East, 13.30 feet; South 51°03’15” East, 30.37 feet; thence North 55°10’20” East, 12.83 feet to a point on said Easterly property line; thence North 56°13’40” West along said Easterly property line, 44.52 feet to the True Point of Beginning.

A-21

AND

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County, Nevada, more particularly described as follows:

Commencing at the Northwest corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence South 88°45’10” East (Basis of Bearing) along the East-West center of said Section 16, 185.54 feet; thence South 01°14’ 50” West, 40.00 feet to the True Point of Beginning, said point being North 88°45’10” West, 0.71 feet from the most Northeasterly corner of the Westerly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Officials Records, as shown on sheet 2 of 4 of said Plat; thence along the centerline of an existing block wall the following described courses, South 00°06’03” East, 314.65 feet, South 28°29’57” West, 2.76 feet; South 12°25’06” East, 18.93 feet to a point on the Easterly property line of the above mentioned Reversionary Map; thence departing said block wall North 00°26’37” West along the said Easterly property line of said Reversionary Map, 335.56 feet; thence North 88°45’10” West, 0.71 feet to the True Point of Beginning.

PARCEL 11K:

Lot Two (2) in Block Three (3) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northwest corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence South 88°45’10” East (Basis of Bearing) along the East-West center of said Section 16, 185.54 feet; thence South 01°14’50” West, 40.00 feet to a point, said point being North 88°45’10” West, 0.71 feet from the most Northeasterly corner of the Westerly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Officials Records, as shown on sheet 2 of 4 of said Plat; thence along the centerline of an existing block wall the following described courses, South 00°06’03” East, 314.65 feet, South 28°29’57” West, 2.76 feet; South 12°25’06” East, 18.93 feet to a point on the Easterly property line of the above mentioned Reversionary Map; thence continuing South 12°25’06” East over a portion of Lot One (1), Block Three (3) of Central Park West recorded as Book 8 of Plats, Page 23 Clark County Officials Records, 29.71 feet to a point on said Easterly property line of said Reversionary Map; thence continuing South 12°25’06” East, 13.30 feet; South 51°03’16” East, 30.37 feet to the True Point of Beginning; thence continuing South 51°03’16” East, 22.07 feet; South 70°06’21” East, 51.56 feet; South 31°36’13” East, 216.28 feet; thence North 88°21’00” East, 4.87 feet to a point on said Easterly property line; thence North 32°02’00” West along said Easterly property line, 216.83 feet; thence North 56°13’40” West

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along said Easterly property line, 70.16 feet; thence South 55°10’20” West, 12.83 feet to the True Point of Beginning.

PARCEL 11L:

Lot Five (5) in Block Three (3) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

EXCEPTING THEREFROM

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northwest corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence South 88°45’10” East (Basis of Bearing) along the East-West center of said Section 16, 185.54 feet; thence South 01°14’50” West, 40.00 feet to a point, said point being North 88°45’10” West, 0.71 feet from the most Northeasterly corner of the Westerly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records, as shown on sheet 2 of 4 of said Plat; thence along the centerline of an existing block wall the following described courses, South 0°06’03” East, 314.65 feet, South 28°29’57” West 2.76 feet; South 12°25’06” East 18.93 feet to a point on the Easterly property line of the above mentioned Reversionary Map; thence continuing South 12°25’06” East over a portion of Lot One (1), Block Three (3) of Central Park West, recorded as Book 8 of Plats, Page 23, Clark County Officials Records, 29.71 feet to a point on said Easterly property line of said Reversionary Map; thence continuing South 12°25’06” East, 13.30 feet; South 51°03’16” East, 52.44 feet; South 70°06’21” East, 51.56 feet; South 31°36’13” East, 273.13 feet; South 02°21’14” East, 61.55 feet; North 88°43’09” East, 3.81 feet to a point on said Easterly property line of said Reversionary Map also being the True Point of Beginning; thence continuing North 88°32’09” East over a portion of Lot Five (5), Block Three (3) of said plat of Central Park West, 3.95 feet; thence South 02°30’28” East, 2.99 feet to a point on said Easterly property line of said Reversionary Map; thence North 69°51’50” West along said Easterly property line, 4.74 feet; thence North 16°16’50” East along said Easterly property line, 1.32 feet to the True Point of Beginning.

AND

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northwest corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence South 88°45’10” East (Basis of Bearing) along the East-West center of said Section 16, 185.54 feet; thence South 01°14’50” West, 40.00 feet to a point, said point being North 88°45’10” West, 0.71 feet from the most Northeasterly corner of the Westerly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96,

A-23

Clark County Official Records, as shown on sheet 2 of 4 of said Plat; thence along the centerline of an existing block wall the following described courses, South 00°06’03” East, 314.65 feet, South 28°29’57” West 2.76 feet; South 12°25’06” East 18.93 feet to a point on the Easterly property line of the above mentioned Reversionary Map; thence continuing South 12°25’06” East over a portion of Lot One (1), Block Three (3) of Central Park West, recorded as Book 8 of Plats, Page 23, Clark County Officials Records, 29.71 feet to a point on said Easterly property line of said Reversionary Map; thence continuing South 12°25’06” East, 13.30 feet; South 51°03’16” East, 52.44 feet; South 70°06’21” East, 51.56 feet; South 31°36’13” East, 273.13 feet; South 02°21’14” East, 61.55 feet; North 88°43’09” East, 3.81 feet to a point on said Easterly property line of said Reversionary Map; thence continuing North 88°43’09” East over a portion of Lot Five (5), Block Three (3) of said plat of Central Park West, 3.95 feet; thence South 02°30’28” East, 2.99 feet to a point on said Easterly property line of said Reversionary Map; thence continuing South 02°30’28” East, 8.72 feet; thence North 88°32’20” East, 21.86 feet to a point on said Easterly property line of said Reversionary Map also being the True Point of Beginning; thence continuing North 88°32’20” East over a portion of Lot Five (5), Block Three (3) of said plat of Central Park West, 29.59 feet; thence South 29°11’43” East, 14.24 feet; thence South 80°55’10” West, 3.30 feet to a point on said Easterly property line of said Reversionary Map; thence North 69°51’50” West along said easterly property line, 35.43 feet to the True Point of Beginning.

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County, Nevada, more particularly described as follows:

Commencing at the Northwest corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence South 88°45’10” East (Basis of Bearing) along the East-West center of said Section 16, 185.54 feet; thence South 01°14’50” West, 40.00 feet to a point, said point being North 88°45’10” West, 0.71 feet from the most Northeasterly corner of the Westerly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records, as shown on sheet 2 of 4 of said Plat; thence along the centerline of an existing block wall the following described courses, South 00°06’03” East, 314.65 feet, South 28°29’57” West 2.76 feet; South 12°25’06” East, 18.93 feet to a point on the Easterly property line of the above mentioned Reversionary Map; thence continuing South 12°25’06” East over a portion of Lot One (1), Block Three (3) of Central Park West recorded as Book 8 of Plats, Page 23, Clark County Officials Records, 29.71 feet to a point on said Easterly property line of said Reversionary Map; thence continuing South 12°25’06” East, 13.30 feet; South 51°03’16” East, 52.44 feet; South 70°06’21” East, 51.56 feet; South 31°36’13” East, 216.28 feet to the True Point of Beginning; thence continuing South 31°36’13” East, 56.85 feet; South 02°21’14” East, 61.55 feet, North 88°43’09” East, 3.81 feet to a point on said Easterly property line of said Reversionary Map; thence North 16°16’50” East along said Easterly property line, 116.48 feet; thence South 88°21’60” West along said Easterly property line and its prolongation, 68.81 feet to the True Point of Beginning.

A-24

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County, Nevada, more particularly described as follows:

Commencing at the Northwest corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence South 88°45’10” East (Basis of Bearing) along the East-West center of said Section 16, 185.54 feet; thence South 01°14’50” West, 40.00 feet to a point, said point being North 88°45’10” West, 0.71 feet from the most Northeasterly corner of the Westerly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records, as shown on sheet 2 of 4 of said Plat; thence along the centerline of an existing block wall the following described courses, South 0°06’03” East, 314.65 feet, South 28°29’57” West, 2.76 feet; South 12°25’06” East, 18.93 feet to a point on the Easterly property line of the above mentioned Reversionary Map; thence continuing South 12°25’06” East over a portion of Lot One (1), Block Three (3) of Central Park West, recorded as Book 8 of Plats, Page 23, Clark County Official Records, 29.71 feet to a point on said Easterly property line of said Reversionary Map; thence continuing South 12°25’06” East, 13.30 feet; South 51°03’16” East, 52.44 feet; South 70°06’21” East, 51.56 feet; South 31°36’13” East, 273.13 feet; South 02°21’14” East, 61.55 feet; North 88°43’09” East, 3.81 feet to a point on said Easterly property line of said Reversionary Map; thence continuing North 88°43’09” East over a portion of Lot Five (5), Block Three (3) of said Plat of Central Park West, 3.95 feet; thence South 02°30’28” East, 2.99 feet to a point on said Easterly property line of said Reversionary Map also being the True Point of Beginning; thence continuing South 02°30’28” East, 8.72 feet; thence North 88°32’20” East, 21.86 feet; thence departing said block wall North 69°51’50” West along said Easterly property line of said Reversionary Map, 23.69 feet to the True Point of Beginning.

PARCEL 11M:

Lot Six (6) in Block Three (3) of Central Park West, as shown by map thereof on file in Book 8 of Plats, Page 23, in the Office of the County Recorder of Clark County, Nevada.

EXCEPTING THEREFROM

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northwest corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence South 88°45’10” East (Basis of Bearing) along the East-West center of said Section 16, 185.54 feet; thence South 01°14’50” West, 40.00 feet to a point, said point being North 88°45’10” West, 0.71 feet from the most Northeasterly corner of the Westerly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Official Records, as shown on sheet 2 of 4 of said Plat; thence along the centerline of an existing block wall the following described courses, South 0°06’03” East, 314.65 feet, South 28°29’57” West, 2.76 feet; South 12°25’06” East, 18.93 feet to a point on the Easterly property line of the above mentioned Reversionary Map; thence continuing South 12°25’06” East over a portion of Lot One (1), Block Three (3) of Central Park West, recorded as Book 8 of Plats,

A-25

Page 23, Clark County Official Records, 29.71 feet to a point on said Easterly property line of said Reversionary Map; thence continuing South 12°25’06” East, 13.30 feet; South 51°03’16” East, 52.44 feet; South 70°06’21” East, 51.56 feet; South 31°36’13” East, 273.13 feet; South 02°21’14” East, 61.55 feet; North 88°43’09” East, 3.81 feet to a point on said Easterly property line of said Reversionary Map; thence continuing North 88°32’09” East over a portion of Lot Five (5), Block Three (3) of said Plat of Central Park West, 3.95 feet; thence South 02°30’28” East, 2.99 feet to a point on said Easterly property line of said Reversionary Map; thence continuing South 02°30’28” East, 8.72 feet; thence North 88°32’20” East, 21.86 feet to a point on said Easterly property line of said Reversionary Map; thence continuing North 88°32’20” East over a portion of Lot Five (5), Block Three (3) of said Plat of Central Park West, 29.59 feet; thence South 29°11’43” East, 14.24 feet to the True Point of Beginning; thence continuing South 29°11’43” East, over a portion of Lot Six (6), Block Three (3) of said plat of Central Park West 45.50 feet to a point on said Easterly property line of said Reversionary Map; thence North 32°59’40” West along said Easterly property line, 46.74 feet; thence North 80°55’10” East, 3.30 feet to the True Point of Beginning.

TOGETHER WITH

A portion of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section 16, Township 21 South, Range 61 East, M.D.M., Clark County Nevada, more particularly described as follows:

Commencing at the Northwest corner of said Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4); thence South 88°45’10” East (Basis of Bearing) along the East-West center of said Section 16, 185.54 feet; thence South 01°14’50” West, 40.00 feet to a point, said point being North 88°45’10” West, 0.71 feet from the most Northeasterly corner of the Westerly portion of a Reversionary Map of a portion of Central Park West recorded as Book 29 of Plats, Page 96, Clark County Officials Records, as shown on sheet 2 of 4 of said Plat; thence along the centerline of an existing block wall the following described courses, South 0°06’03” East, 314.65 feet, South 28°29’57” West, 2.76 feet; South 12°25’06” East, 18.93 feet to a point on the Easterly property line of the above mentioned Reversionary Map; thence continuing South 12°25’06” East over a portion of Lot One (1), Block Three (3) of Central Park West recorded as Book 8 of Plats, Page 23 Clark County Officials Records, 29.71 feet to a point on said Easterly property line of said Reversionary Map; thence continuing South 12°25’06” East, 13.30 feet; South 51°03’16” East, 52.44 feet; South 70°06’21” East, 51.56 feet; South 31°36’13” East, 273.13 feet; South 02°21’14” East, 61.55 feet; North 88°43’09” East, 3.81 feet to a point on said Easterly property line of said Reversionary Map; thence continuing North 88°43’09” East over a portion of Lot Five (5), Block Three (3) of said Plat of Central Park West, 3.95 feet; thence South 02°30’28” East, 2.99 feet to a point on said Easterly property line of said Reversionary Map; thence continuing South 02°30’28” East, 8.72 feet; thence North 88°32’20” East, 21.86 feet to a point on said Easterly property line of said Reversionary Map; thence continuing North 88°32’20” East over a portion of Lots Five (5) and Six (6), Block Three (3) of said Plat of Central Park West, 29.59 feet; thence South 29°11’43” East, 59.74 feet to a point on said Easterly property line of said Reversionary Map also being the True Point of Beginning; thence continuing South 29°11’43” East, 83.49 feet; thence South 13°37’04” East, 13.70 feet; thence continuing along said centerline of said block wall and its projection South 55°54’29” East, 20.47 feet to a point on said

A-26

Easterly property line of said Reversionary Map; thence departing said block wall and its projection North 12°13’30” East along said Easterly property line, 2.96 feet; thence North 32°59’40” West along said property line, 113.00 feet to the True Point of Beginning.

The above metes and bounds descriptions last appeared in that certain Grant, Bargain, Sale Deed recorded May 6, 2004 in Book 20040506 as Document No. 03640, Official Records.

PARCEL 11N:

Together with that portion of Central Park Circle as vacated by order of vacation recorded October 5, 2004 in Book 20041005 as Document No. 02227.

PARCEL 12: (SPACE NO. 2460 AND ADDITIONAL SPACE)

That certain portion of the Grand Canal Shops as depicted on Exhibit “B” of that certain unrecorded Lease dated May 17, 2004 by and between Grand Canal Shops II, LLC, a Delaware limited liability company, as Lessor and Venetian Casino Resort, LLC, a Nevada limited liability company, as Lessee, as disclosed to the company.

PARCEL 13: (OFFICE SPACE LEASE)

That certain portion of the Grand Canal Shops as depicted on Exhibit “B” of that certain unrecorded Lease dated May 17, 2004 by and between Grand Canal Shops II, LLC, a Delaware limited liability company, as Lessor and Venetian Casino Resort, LLC, a Nevada limited liability company, as Lessee, as disclosed to the company.

PARCEL 14: (“SHOWROOM SPACE” - SPACE NO. 1158)

That certain portion of the Grand Canal Shops as depicted on Exhibit “B” of that certain unrecorded Lease dated May 17, 2004 by and between Grand Canal Shops II, LLC, a Delaware limited liability company, as Lessor and Venetian Casino Resort, LLC, a Nevada limited liability company, as Lessee, as disclosed to the company.

A-27

EX-10.41

Exhibit 10.41

Las Vegas Sands Corp.

2004 EQUITY AWARD PLAN

(Effective as of December 15, 2004)

1. Purpose

The purpose of the Plan is to provide a means through which the Company and its Affiliates may attract able persons to enter and remain in the employ of the Company and its Affiliates and to provide a means whereby employees, directors and consultants of the Company and its Affiliates can acquire and maintain Common Stock ownership, or be paid incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company and its Affiliates and promoting an identity of interest between stockholders and these persons.

So that the appropriate incentive can be provided, the Plan provides for granting Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonuses and Performance Compensation Awards, or any combination of the foregoing.

2. Definitions

The following definitions shall be applicable throughout the Plan.

(a) “Affiliate” means (i) any entity that directly or indirectly is controlled by, controls or is under common control with the Company and (ii) to the extent provided by the Committee, any entity in which the Company has a significant equity interest.

(b) “Award” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Bonus or Performance Compensation Award granted under the Plan.

(c) “Board” means the Board of Directors of the Company.

(d) “Cause” means the Company or an Affiliate having “cause” to terminate a Participant’s employment or service, as defined in any existing employment, consulting or any other agreement between the Participant and the Company or an Affiliate or, in the absence of such an employment, consulting or other agreement, upon (i) the determination by the Committee that the Participant has ceased to perform his duties to the Company, or an Affiliate (other than as a result of his incapacity due to physical or mental illness or injury), which failure amounts to an intentional and extended neglect of his duties to such party, (ii) the Committee’s determination that the Participant has engaged or is about to engage in conduct materially injurious to the

Company or an Affiliate, (iii) the Participant having been convicted of, or plead guilty or no contest to, a felony or any crime involving as a material element fraud or dishonesty, (iv) the failure of the Participant to follow the lawful instructions of the Board or his direct superiors or (v) in the case of a Participant who is a non-employee director, the Participant ceasing to be a member of the Board in connection with the Participant engaging in any of the activities described in clauses (i) through (iv) above.

(e) “Change in Control” shall, unless in the case of a particular Award the applicable Award agreement states otherwise or contains a different definition of “Change in Control,” be deemed to occur upon:

(i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more (on a fully diluted basis) of either (A) the then outstanding shares of Common Stock of the Company, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this Plan, the following acquisitions shall not constitute a Change in Control: (I) any acquisition by the Company or any Affiliate, (II) any acquisition by any employee benefit plan sponsored or maintained by the Company or any Affiliate, (III) any acquisition by Sheldon G. Adelson (“Adelson”) or any Related Party or any group of which Adelson or a Related Party is a member (a “Designated Holder”), (IV) any acquisition which complies with clauses (A) and (B) of subsection (v) of this Section 2(e), or (V) in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of persons including the Participant (or any entity controlled by the Participant or any group of persons including the Participant);

(ii) individuals who, on the date hereof, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of a registration statement of the Company describing such person’s inclusion on the Board, or a proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by

2

or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

(iii) the dissolution or liquidation of the Company;

(iv) the sale, transfer or other disposition of all or substantially all of the business or assets of the Company, other than any such sale, transfer or other disposition to one or more Designated Holders; or

(v) the consummation of a reorganization, recapitalization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination: (A) more than 50% of the total voting power of (x) the entity resulting from such Business Combination (the “Surviving Company”), or (y) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities eligible to elect a majority of the members of the board of directors (or the analogous governing body) of the Surviving Company (the “Parent Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination, and (B) at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business Combination were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination.

(f) “Code” means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.

(g) “Committee” means (i) a committee of at least two people as the Board may appoint to administer the Plan or (ii) (x) if no such committee has been appointed by the Board or (y) even if such a committee has been appointed, with respect to the grant of an Award to a Non-Employee Director and the administration of such Award, the Board. Unless the Board is acting as the Committee or the Board specifically determines otherwise, each member of the Committee shall, at the time he takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not

3

invalidate any Award granted by the Committee which Award is otherwise validly granted under the Plan.

(h) “Common Stock” means the common stock, par value $0.001 per share, of the Company and any stock into which such common stock may be converted or into which it may be exchanged.

(i) “Company” means Las Vegas Sands Corp., a Nevada corporation, and any successor thereto.

(j) “Date of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization or, if there is no such date, the date indicated on the applicable Award agreement.

(k) “Director Stock Option” means a grant of a Nonqualified Stock Option to a Non-Employee Director under Section 7 of the Plan.

(l) “Director Restricted Stock” means a grant of Restricted Stock to a Non-Employee Director under Section 10 of the Plan.

(m) “Disability” means, unless in the case of a particular Award the applicable Award agreement states otherwise, the Company or an Affiliate having cause to terminate a Participant’s employment or service on account of “disability,” as defined in any existing employment, consulting or other similar agreement between the Participant and the Company or an Affiliate or, in the absence of such an employment, consulting or other agreement, a condition entitling the Participant to receive benefits under a long-term disability plan of the Company or an Affiliate or, in the absence of such a plan, the complete and permanent inability by reason of illness or accident to perform the duties of the occupation at which a Participant was employed or served when such disability commenced, as determined by the Committee based upon medical evidence acceptable to it.

(n) “Effective Date” means December 15, 2004.

(o) “Eligible Director” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, or a person meeting any similar requirement under any successor rule or regulation and (ii) an “outside director” within the meaning of Section 162(m) of the Code, and the Treasury Regulations promulgated thereunder; provided, however, that clause (ii) shall apply only with respect to grants of Awards with respect to which the Company’s tax deduction could be limited by Section 162(m) of the Code if such clause did not apply.

(p) “Eligible Person” means any (i) individual regularly employed by the Company or Affiliate who satisfies all of the requirements of Section 6; provided, however, that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director of the Company or an Affiliate or (iii) consultant or advisor to the Company or

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an Affiliate who may be offered securities pursuant to a Registration Statement on Form S-8 under the Securities Act or any successor form that may be adopted by the Securities and Exchange Commission.

(q) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(r) “Fair Market Value”, on a given date means (i) if the Stock is listed on a national securities exchange, the average of the highest and lowest sale prices reported as having occurred on the primary exchange with which the Stock is listed and traded on the date prior to such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the Stock is not listed on any national securities exchange but is quoted in the Nasdaq National Market (the “Nasdaq”) on a last sale basis, the average between the high bid price and low ask price reported on the date prior to such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the Stock is not listed on a national securities exchange nor quoted in the Nasdaq on a last sale basis, the amount determined by the Committee to be the fair market value based upon a good faith attempt to value the Stock accurately and computed in accordance with applicable regulations of the Internal Revenue Service.

(s) “Incentive Stock Option” means an Option granted by the Committee to a Participant under the Plan which is designated by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth herein.

(t) “Mature Shares” means shares of Stock owned by a Participant which are not subject to any pledge or other security interest and have either been held by the Participant for six months, previously acquired by the Participant on the open market or meet such other requirements as the Committee may determine are necessary in order to avoid an accounting earnings charge on account of the use of such shares to pay the Option Price or satisfy a withholding obligation in respect of an Option.

(u) “Negative Discretion” shall mean the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the size of a Performance Compensation Award in accordance with Section 11(d)(iv) of the Plan; provided, that the exercise of such discretion would not cause the Performance Compensation Award to fail to qualify as “performance-based compensation” under Section 162(m) of the Code.

(v) “Nevada Gaming Laws” means the statutes of the State of Nevada, the regulations of the Nevada Gaming Commission, the rules, directives and decisions of the Nevada Gaming Commission and State Gaming Control Board, the ordinances of Clark County, Nevada, and the regulations of the Clark County Liquor and Gaming Licensing Board.

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(w) “Non-Employee Director” shall mean a director of the Company who is not also an employee of the Company.

(x) “Nonqualified Stock Option” means an Option granted by the Committee to a Participant under the Plan which is not designated by the Committee as an Incentive Stock Option.

(y) “Option” means an Award granted under Section 7.

(z) “Option Period” means the period described in Section 7(c).

(aa) “Option Price” means the exercise price for an Option as described in Section 7(a).

(bb) “Participant” means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to Section 6.

(cc) “Parent” means any parent of the Company as defined in Section 424(e) of the Code.

(dd) “Performance Compensation Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan.

(ee) “Performance Criteria” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan. The Performance Criteria that will be used to establish the Performance Goal(s) shall be based on the attainment of specific levels of performance of the Company (or Affiliate, division or operational unit of the Company) and shall be limited to the following:

(i) net earnings or net income (before or after taxes);

(ii) basic or diluted earnings per share (before or after taxes);

(iii) net revenue or net revenue growth;

(iv) gross profit or gross profit growth;

(v) net operating profit (before or after taxes);

(vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales);

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(vii) cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);

(viii) earnings before or after taxes, interest, depreciation, amortization and/or rents;

(ix) gross or operating margins;

(x) productivity ratios;

(xi) share price (including, but not limited to, growth measures and total stockholder return);

(xii) expense targets;

(xiii) margins;

(xiv) operating efficiency;

(xv) objective measures of customer satisfaction;

(xvi) working capital targets;

(xvii) measures of economic value added; and

(xviii) inventory control.

Any one or more of the Performance Criterion may be used to measure the performance of the Company and/or an Affiliate as a whole or any business unit of the Company and/or an Affiliate or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria as compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Criterion (xi) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. To the extent required under Section 162(m) of the Code, the Committee shall, within the first 90 days of a Performance Period (or, if longer, within the maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period. In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Criteria without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval.

(ff) “Performance Formula” shall mean, for a Performance Period, the one or more objective formulas applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award of a particular

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Participant, whether all, some portion but less than all, or none of the Performance Compensation Award has been earned for the Performance Period.

(gg) “Performance Goals” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria. The Committee is authorized at any time during the first 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), or at any time thereafter (but only to the extent the exercise of such authority after such period would not cause the Performance Compensation Awards granted to any Participant for the Performance Period to fail to qualify as “performance-based compensation” under Section 162(m) of the Code), in its sole and absolute discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period to the extent permitted under Section 162(m) of the Code in order to prevent the dilution or enlargement of the rights of Participants based on the following events:

(i) asset write-downs,

(ii) litigation or claim judgments or settlements,

(iii) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results,

(iv) any reorganization and restructuring programs,

(v) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year,

(vi) acquisitions or divestitures,

(vii) any other unusual or nonrecurring events,

(viii) foreign exchange gains and losses, and

(ix) a change in the Company’s fiscal year.

(hh) “Performance Period” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Performance Compensation Award.

(ii) “Plan” means this Las Vegas Sands Corp. 2004 Equity Award Plan.

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(jj) Related Party means (i) any spouse, child, stepchild, sibling or descendant of Adelson, (ii) any estate of Adelson or any person described in clause (i), (iii) any person who receives a beneficial interest in the Company or any Subsidiary from any estate described in clause (ii) to the extent of such interest, (iv) any executor, personal administrator or trustee who hold such beneficial interest in the Company or any Subsidiary for the benefit of, or as fiduciary for, any person under clauses (i), (ii) or (iii) to the extent of such interest, (v) any corporation, trust or similar entity owned or controlled by Adelson or any person referred to in clause (i), (ii), (iii) or (iv) or for the benefit of any person referred to in clause (i), or (vi) the spouse or issue of one or more of the persons described in clause (i).

(kk) “Restricted Period” means, with respect to any Award of Restricted Stock or any Restricted Stock Unit, the period of time determined by the Committee during which such Award is subject to the restrictions set forth in Section 9 or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.

(ll) “Restricted Stock Unit” means a hypothetical investment equivalent to one share of Stock granted in connection with an Award made under Section 9.

(mm) “Restricted Stock” means shares of Stock issued or transferred to a Participant subject to forfeiture and the other restrictions set forth in Section 9.

(nn) “Securities Act” means the Securities Act of 1933, as amended.

(oo) “Stock” means the Common Stock or such other authorized shares of stock of the Company as the Committee may from time to time authorize for use under the Plan.

(pp) “Stock Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.

(qq) “Stock Bonus” means an Award granted under Section 10 of the Plan.

(rr) “Stock Option Agreement” means any agreement between the Company and a Participant who has been granted an Option pursuant to Section 7 which defines the rights and obligations of the parties thereto.

(ss) “Strike Price” means, (i) in the case of a SAR granted in tandem with an Option, the Option Price of the related Option, or (ii) in the case of a SAR granted independent of an Option, the Fair Market Value on the Date of Grant.

(tt) “Subsidiary” means any subsidiary of the Company as defined in Section 424(f) of the Code.

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(uu) “Vested Unit” shall have the meaning ascribed thereto in Section 9(d).

3. Effective Date, Duration and Shareholder Approval

The Plan is effective as of the Effective Date. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of Section 422(b)(i) of the Code; provided, that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained.

The expiration date of the Plan, on and after which no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however, that the administration of the Plan shall continue in effect until all matters relating to Awards previously granted have been settled.

4. Administration

(a) The Committee shall administer the Plan. The majority of the members of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee.

(b) Subject to the provisions of the Plan and applicable law, the Committee shall have the power, and in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of shares of Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, shares of Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Stock, other securities, other Options, other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret, administer, reconcile any inconsistency, correct any defect and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive such rules and regulations; (ix) appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

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(c) Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all parties, including, without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any shareholder.

(d) No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award hereunder.

5. Grant of Awards; Shares Subject to the Plan

The Committee may, from time to time, grant Awards of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonuses and/or Performance Compensation Awards to one or more Eligible Persons; provided, however, that:

(a) Subject to Section 13, the aggregate number of shares of Stock in respect of which Awards may be granted under the Plan is 26,344,000 shares;

(b) Shares of Stock shall be deemed to have been used in settlement of Awards whether they are actually delivered or the Fair Market Value equivalent of such shares is paid in cash; provided, however, that shares of Stock delivered (either directly or by means of attestation) in full or partial payment of the Option Price in accordance with Section 7(b) shall be deducted from the number of shares of Stock delivered to the Participant pursuant to such Option for purposes of determining the number of shares of Stock acquired pursuant to the Plan. In accordance with (and without limitation upon) the preceding sentence, if and to the extent an Award under the Plan expires, terminates or is canceled for any reason whatsoever without the Participant having received any benefit therefrom, the shares covered by such Award shall again become available for future Awards under the Plan. For purposes of the foregoing sentence, a Participant shall not be deemed to have received any “benefit” (i) in the case of forfeited Restricted Stock Awards by reason of having enjoyed voting rights and dividend rights prior to the date of forfeiture or (ii) in the case of an Award canceled pursuant to Section 5(e) by reason of a new Award being granted in substitution therefor.

(c) Stock delivered by the Company in settlement of Awards may be authorized and unissued Stock, Stock held in the treasury of the Company, Stock purchased on the open market or by private purchase, or a combination of the foregoing;

(d) Subject to Section 13, no person may be granted Options or SARs under the Plan during any calendar year with respect to more than 3,000,000 shares of Stock; and

(e) Without limiting the generality of the preceding provisions of this Section 5, the Committee may, but solely with the Participant’s consent, agree to

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cancel any Award under the Plan and issue a new Award in substitution therefor upon such terms as the Committee may in its sole discretion determine, provided that the substituted Award satisfies all applicable Plan requirements and the requirements of any stock exchange and stock quotation system on or over which the Stock is listed or traded, as applicable, as of the date such new Award is granted.

6. Eligibility

Participation shall be limited to Eligible Persons who have entered into an Award agreement or who have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.

7. Options

The Committee is authorized to grant one or more Incentive Stock Options or Nonqualified Stock Options to any Eligible Person; provided, however, that no Incentive Stock Option shall be granted to any Eligible Person who is not an employee of the Company or a Parent or Subsidiary. Each Option so granted shall be subject to the conditions set forth in this Section 7, or to such other conditions as may be reflected in the applicable Stock Option Agreement.

(a) Option Price. The exercise price (“Option Price”) per share of Stock for each Option shall be set by the Committee at the time of grant but shall not be less than (i) in the case of an Incentive Stock Option, and subject to Section 7(e), the Fair Market Value of a share of Stock on the Date of Grant, and (ii) in the case of a Nonqualified Stock Option, the par value of a share of Stock; provided, however, that (A) all Options intended to qualify as “performance-based compensation” under Section 162(m) of the Code (other than those intended to be Performance Compensation Awards) and (B) Director Stock Options shall have an Option Price per share of Stock no less than the Fair Market Value of a share of Stock on the Date of Grant.

(b) Manner of Exercise and Form of Payment. No shares of Stock shall be delivered pursuant to any exercise of an Option until payment in full of the Option Price therefor is received by the Company. Options which have become exercisable may be exercised by delivery of written notice of exercise to the Committee accompanied by payment of the Option Price. The Option Price shall be payable (i) in cash and/or shares of Stock valued at the Fair Market Value at the time the Option is exercised (including by means of attestation of ownership of a sufficient number of shares of Stock in lieu of actual delivery of such shares to the Company); provided, that such shares of Stock are Mature Shares, (ii) in the discretion of the Committee, either (A) in other property having a fair market value on the date of exercise equal to the Option Price or (B) by delivering to the Committee a copy of irrevocable instructions to a stockbroker to deliver promptly to the Company an amount of loan proceeds, or proceeds from the sale of the Stock subject to the Option, sufficient to pay the Option Price or (iii) by such other method as the Committee may allow. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in the manner described in

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clause (ii) or (iii) of the preceding sentence if the Committee determines that exercising an Option in such manner would violate the Sarbanes-Oxley Act of 2002, or any other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or inter dealer quotation system on which the securities of the Company or any Affiliates are listed or traded.

(c) Vesting, Option Period and Expiration. Options, other than Director Stock Options, shall vest and become exercisable in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option Period”); provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability. If an Option is exercisable in installments, such installments or portions thereof which become exercisable shall remain exercisable until the Option expires.

(d) Stock Option Agreement - Other Terms and Conditions. Each Option granted under the Plan shall be evidenced by a Stock Option Agreement. Except as specifically provided otherwise in such Stock Option Agreement, each Option granted under the Plan shall be subject to the following terms and conditions:

(i) Each Option or portion thereof that is exercisable shall be exercisable for the full amount or for any part thereof.

(ii) No shares of Stock shall be delivered pursuant to any exercise of an Option until the Company has received full payment of the Option Price therefor. Each Option shall cease to be exercisable, as to any share of Stock, when the Participant purchases the share or exercises a related SAR or when the Option expires.

(iii) Subject to Section 12(k), Options shall not be transferable by the Participant except by will or the laws of descent and distribution and shall be exercisable during the Participant’s lifetime only by him.

(iv) Each Option (other than Director Stock Options) shall vest and become exercisable by the Participant in accordance with the vesting schedule established by the Committee and set forth in the Stock Option Agreement.

(v) At the time of any exercise of an Option, the Committee may, in its sole discretion, require a Participant to deliver to the Committee a written representation that the shares of Stock to be acquired upon such exercise are to be acquired for investment and not for resale or with a view to the distribution thereof and any other representation deemed necessary by the Committee to ensure compliance with all applicable federal and state securities laws. Upon

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such a request by the Committee, delivery of such representation prior to the delivery of any shares issued upon exercise of an Option shall be a condition precedent to the right of the Participant or such other person to purchase any shares. In the event certificates for Stock are delivered under the Plan with respect to which such investment representation has been obtained, the Committee may cause a legend or legends to be placed on such certificates to make appropriate reference to such representation and to restrict transfer in the absence of compliance with applicable federal or state securities laws.

(vi) Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he or she makes a disqualifying disposition of any Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including any sale) of such Stock before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B) one year after the date the Participant acquired the Stock by exercising the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by it, retain possession of any Stock acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such Stock.

(vii) An Option Agreement may, but need not, include a provision whereby a Participant may elect, at any time before the termination of the Participant’s employment with the Company, to exercise the Option as to any part or all of the shares of Stock subject to the Option prior to the full vesting of the Option. Any unvested shares of Stock so purchased may be subject to a share repurchase option in favor of the Company or to any other restriction the Committee determines to be appropriate. The Company shall not exercise its repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) have elapsed following the exercise of the Option unless the Committee otherwise specifically provides in an Stock Option Agreement.

(e) Incentive Stock Option Grants to 10% Stockholders. Notwithstanding anything to the contrary in this Section 7, if an Incentive Stock Option is granted to a Participant who owns stock representing more than ten percent of the voting power of all classes of stock of the Company or of a Subsidiary or Parent, the Option Period shall not exceed five years from the Date of Grant of such Option and the Option Price shall be at least 110 percent of the Fair Market Value (on the Date of Grant) of the Stock subject to the Option.

(f) $100,000 Per Year Limitation for Incentive Stock Options. To the extent the aggregate Fair Market Value (determined as of the Date of Grant) of Stock for which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company) exceeds

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$100,000, such excess Incentive Stock Options shall be treated as Nonqualified Stock Options.

(g) Director Stock Options.

(i) Notwithstanding any of this Section 7 to the contrary:

(A) On the effective date of the initial public offering of the Common Stock, each Non-Employee Director shall be automatically granted without further action by the Committee a Nonqualified Stock Option to purchase such number of shares of Stock as shall be determined by the Board to be necessary for such Nonqualified Stock Option to have an aggregate grant date value (based on the Black-Scholes option valuation model) of $100,000; and

(B) On the date any person first becomes a Non-Employee Director following the effective date of the initial public offering of the Common Stock, such person shall be automatically granted without further action by the Committee a Nonqualified Stock Option to purchase such number of shares of Stock as shall be determined by the Board to be necessary for such Nonqualified Stock Option to have an aggregate grant date value (based on the Black-Scholes option valuation model) of $100,000.

(ii) All Options granted to Non-Employee Directors pursuant to Section 7(h)(i) shall hereinafter be referred to as “Director Stock Options” and shall be subject to the following conditions:

(A) Option Price. All Directors Stock Options shall have an Option Price per share equal to the Fair Market Value of a share of Stock on the Date of Grant.

(B) Vesting. All Director Stock Options shall vest and become exercisable over a period of five years at the rate of 20% on each of the five consecutive anniversaries of the applicable Date of Grant, provided the Non-Employee Director’s services as a director continues through each such anniversary.

(C) Term. The term of each Director Stock Option (the “Director Option Term”), after which each such Director Stock Option shall expire, shall be ten years from the Date of Grant.

(D) Expiration. If prior to the expiration of the Director Option Term of a Director Stock Option a Non-Employee

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Director shall cease to be a member of the Board, the Director Stock Option shall expire on the earlier of the expiration of the Director Option Term or (i) one year after such cessation on account of the death of the Non-Employee Director or (ii) three months after the date of such cessation for any other reason. In the event a Non-Employee Director ceases to be a member of the Board for any reason, any unexpired Director Stock Option shall thereafter be exercisable until its expiration only to the extent that such Option was exercisable at the time of such cessation, except in the case of a cessation on account of the death of the Non-Employee Director, in which case such Option shall be fully exercisable.

(E) Director Stock Option Agreement. Each Director Stock Option shall be evidenced by a Director Stock Option Agreement, which shall contain such additional provisions as may be determined by the Board.

8. Stock Appreciation Rights

Any Option granted under the Plan may include SARs, either at the Date of Grant or, except in the case of an Incentive Stock Option, by subsequent amendment. The Committee also may award SARs to Eligible Persons independent of any Option. A SAR shall be subject to such terms and conditions not inconsistent with the Plan as the Committee shall impose, including, but not limited to, the following:

(a) Vesting, Transferability and Expiration. A SAR granted in connection with an Option shall become exercisable, be transferable and shall expire according to the same vesting schedule, transferability rules and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall become exercisable, be transferable and shall expire in accordance with a vesting schedule, transferability rules and expiration provisions as established by the Committee and reflected in an Award agreement.

(b) Automatic exercise. If on the last day of the Option Period (or in the case of a SAR independent of an option, the period established by the Committee after which the SAR shall expire), the Fair Market Value exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option, and neither the SAR nor the corresponding Option has expired, such SAR shall be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment therefor.

(c) Payment. Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR multiplied by the excess, if any, of the Fair Market Value of one share of Stock on the exercise date over the Strike Price. The Company shall pay such excess in cash, in shares

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of Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Fractional shares shall be settled in cash.

(d) Method of Exercise. A Participant may exercise a SAR at such time or times as may be determined by the Committee at the time of grant by filing an irrevocable written notice with the Committee or its designee, specifying the number of SARs to be exercised, and the date on which such SARs were awarded.

(e) Expiration. Except as otherwise provided in the case of SARs granted in connection with Options, a SAR shall expire on a date designated by the Committee which is not later than ten years after the Date of Grant of the SAR.

9. Restricted Stock and Restricted Stock Units

(a) Award of Restricted Stock and Restricted Stock Units.

(i) The Committee shall have the authority (A) to grant Restricted Stock and Restricted Stock Units to Eligible Persons, (B) to issue or transfer Restricted Stock to Participants, and (C) to establish terms, conditions and restrictions applicable to such Restricted Stock and Restricted Stock Units, including the Restricted Period, as applicable, which may differ with respect to each grantee, the time or times at which Restricted Stock or Restricted Stock Units shall be granted or become vested and the number of shares or units to be covered by each grant.

(ii) Each Participant granted Restricted Stock shall execute and deliver to the Company an Award agreement with respect to the Restricted Stock setting forth the restrictions and other terms and conditions applicable to such Restricted Stock. If the Committee determines that the Restricted Stock shall be held in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the Committee and (B) the appropriate blank stock powers with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and stock powers, the Award shall be null and void. Subject to the restrictions set forth in Section 9(b), the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including the right to vote such Restricted Stock. At the discretion of the Committee, cash dividends and stock dividends with respect to the Restricted Stock may be either currently paid to the Participant or withheld by the Company for the Participant’s account, and interest may be credited on the amount of cash dividends withheld at a rate and subject to such terms as determined by the Committee. The cash dividends or stock dividends so withheld by the Committee and attributable to any particular share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to the Participant upon the release of restrictions on such share and, if

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such share is forfeited, the Participant shall have no right to such cash dividends, stock dividends or earnings.

(iii) Upon the grant of Restricted Stock, the Committee shall cause a stock certificate registered in the name of the Participant to be issued and, if it so determines, deposited together with the stock powers with an escrow agent designated by the Committee. If an escrow arrangement is used, the Committee may cause the escrow agent to issue to the Participant a receipt evidencing any stock certificate held by it, registered in the name of the Participant.

(iv) The terms and conditions of a grant of Restricted Stock Units shall be reflected in a written Award agreement. No shares of Stock shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside a fund for the payment of any such Award. At the discretion of the Committee, each Restricted Stock Unit (representing one share of Stock) may be credited with cash and stock dividends paid by the Company in respect of one share of Stock (“Dividend Equivalents”). At the discretion of the Committee, Dividend Equivalents may be either currently paid to the Participant or withheld by the Company for the Participant’s account, and interest may be credited on the amount of cash Dividend Equivalents withheld at a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited to a Participant’s account and attributable to any particular Restricted Stock Unit (and earnings thereon, if applicable) shall be distributed to the Participant upon settlement of such Restricted Stock Unit and, if such Restricted Stock Unit is forfeited, the Participant shall have no right to such Dividends Equivalents.

(b) Restrictions.

(i) Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period, and to such other terms and conditions as may be set forth in the applicable Award agreement: (A) if an escrow arrangement is used, the Participant shall not be entitled to delivery of the stock certificate; (B) the shares shall be subject to the restrictions on transferability set forth in the Award agreement; (C) the shares shall be subject to forfeiture to the extent provided in Section 9(d) and the applicable Award agreement; and (D) to the extent such shares are forfeited, the stock certificates shall be returned to the Company, and all rights of the Participant to such shares and as a shareholder shall terminate without further obligation on the part of the Company.

(ii) Restricted Stock Units awarded to any Participant shall be subject to (A) forfeiture until the expiration of the Restricted Period, and satisfaction of any applicable Performance Goals during such period, to the extent provided in the applicable Award agreement, and to the extent such Restricted Stock Units are forfeited, all rights of the Participant to such Restricted Stock Units shall terminate without further obligation on the part of the Company and (B) such other terms and conditions as may be set forth in the applicable Award agreement.

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(iii) The Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock and Restricted Stock Units whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after the date of the Restricted Stock or Restricted Stock Units are granted, such action is appropriate.

(c) Restricted Period. The Restricted Period of Restricted Stock and Restricted Stock Units shall commence on the Date of Grant and shall expire from time to time as to that part of the Restricted Stock and Restricted Stock Units indicated in a schedule established by the Committee in the applicable Award agreement.

(d) Delivery of Restricted Stock and Settlement of Restricted Stock Units. Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in Section 9(b) and the applicable Award agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge, the stock certificate evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted Period has expired (to the nearest full share) and any cash dividends or stock dividends credited to the Participant’s account with respect to such Restricted Stock and the interest thereon, if any.

Upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one share of Stock for each such outstanding Restricted Stock Unit (“Vested Unit”) and cash equal to any Dividend Equivalents credited with respect to each such Vested Unit in accordance with Section 9(a)(iv) hereof and the interest thereon, if any; provided, however, that, if explicitly provided in the applicable Award agreement, the Committee may, in its sole discretion, elect to (i) pay cash or part cash and part Stock in lieu of delivering only shares of Stock for Vested Units or (ii) delay the delivery of Stock (or cash or part Stock and part cash, as the case may be) beyond the expiration of the Restricted Period. If a cash payment is made in lieu of delivering shares of Stock, the amount of such payment shall be equal to the Fair Market Value of the Stock as of the date on which the Restricted Period lapsed with respect to such Vested Unit.

(e) Stock Restrictions. Each certificate representing Restricted Stock awarded under the Plan shall bear a legend substantially in the form of the following until the lapse of all restrictions with respect to such Stock as well as any other information the Company deems appropriate:

Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of the Las Vegas Sands Corp. 2004 Equity Award Plan and a Restricted Stock Purchase and Award Agreement, dated as of                     , between Las Vegas Sands Corp. and                     . A copy of such Plan and Agreement is on file at the offices of Las Vegas Sands Corp.

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Stop transfer orders shall be entered with the Company’s transfer agent and registrar against the transfer of legended securities.

(f) Director Restricted Stock. Notwithstanding any of this Section 9 to the contrary, on the date of each of the Company’s annual meetings of stockholders following the initial public offering of the Common Stock, each Non-Employee Director shall be automatically granted, without further action by the Committee, shares of Restricted Stock having an aggregate Fair Market Value on the Date of Grant equal to the annual cash retainer payable to the Non-Employee Director in respect of the year commencing on the date of such annual meeting. All such shares of Restricted Stock granted to Non-Employee Directors shall hereinafter be referred to as “Director Restricted Stock” and shall contain the following provisions:

(i) Restricted Period. The Restricted Period in respect of Director Restricted Stock shall expire on the one year anniversary of the applicable Date of Grant; provided, that the Non-Employee Director continues to serve as a member of the Board through such anniversary or, if earlier, the date of the Non-Employee Director’s death; provided, further, that Director Restricted Stock as to which the Restricted Period has expired may not be sold or, other than as allowed under Section 12(k), transferred by a Non-Employee Director while a member of the Board ); provided, however, that a Non-Employee Director shall be permitted to sell that number of vested shares of Restricted Stock having an aggregate Fair Market Value equal to the amount of federal, state and local taxes incurred by the Participant as a result of the vesting of such shares of Restricted Stock.

(ii) Forfeiture. If a Non-Employee Director shall cease to be a member of the Board for any reason prior to the expiration of the Restricted Period as to any Director Restricted Stock, such Director Restricted Stock shall be forfeited in its entirety.

(iii) Director Restricted Stock Agreement. Each Award of Director Restricted Stock shall be evidenced by a Director Restricted Stock Agreement, which shall contain such additional provisions as may be determined by the Board.

10. Stock Bonus Awards

The Committee may issue unrestricted Stock, or other Awards denominated in Stock, under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts and subject to such terms and conditions as the Committee shall from time to time in its sole discretion determine. A Stock Bonus Award under the Plan shall be granted as, or in payment of, a bonus, or to provide incentives or recognize special achievements or contributions.

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11. Performance Compensation Awards

(a) General. The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10 (other than Options and Stock Appreciation Rights granted with an exercise price or grant price, as the case may be, equal to or greater than the Fair Market Value per share of Stock on the date of grant), to designate such Award as a Performance Compensation Award in order to qualify such Award as “performance-based compensation” under Section 162(m) of the Code.

(b) Eligibility. The Committee will, in its sole discretion, designate within the first 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code) which Participants will be eligible to receive Performance Compensation Awards in respect of such Performance Period. However, designation of a Participant eligible to receive an Award hereunder for a Performance Period shall not in any manner entitle the Participant to receive payment in respect of any Performance Compensation Award for such Performance Period. The determination as to whether or not such Participant becomes entitled to payment in respect of any Performance Compensation Award shall be decided solely in accordance with the provisions of this Section 11. Moreover, designation of a Participant eligible to receive an Award hereunder for a particular Performance Period shall not require designation of such Participant eligible to receive an Award hereunder in any subsequent Performance Period and designation of one person as a Participant eligible to receive an Award hereunder shall not require designation of any other person as a Participant eligible to receive an Award hereunder in such period or in any other period.

(c) Discretion of Committee with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee shall have full discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) that is(are) to apply to the Company and the Performance Formula. Within the first 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), the Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence of this Section 11(c) and record the same in writing.

(d) Payment of Performance Compensation Awards.

(i) Condition to Receipt of Payment. Unless otherwise provided in the applicable Award agreement, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period.

(ii) Limitation. A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the Performance Goals for such period are achieved; and (B) the Performance Formula as applied against such Performance Goals determines that all or some

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portion of such Participant’s Performance Award has been earned for the Performance Period.

(iii) Certification. Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the actual size of each Participant’s Performance Compensation Award for the Performance Period and, in so doing, may apply Negative Discretion in accordance with Section 11(d)(iv) hereof, if and when it deems appropriate.

(iv) Use of Discretion. In determining the actual size of an individual Performance Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate. The Committee shall not have the discretion to (a) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained; or (b) increase a Performance Compensation Award above the maximum amount payable under Sections 4(a) or 11(d)(vi) of the Plan.

(v) Timing of Award Payments. Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the certifications required by this Section 11.

(vi) Maximum Award Payable. Notwithstanding any provision contained in this Plan to the contrary, the maximum Performance Compensation Award payable to any one Participant under the Plan for a Performance Period is 3,000,000 shares of Stock or, in the event the Performance Compensation Award is paid in cash, the equivalent cash value thereof on the first or last day of the Performance Period to which such Award relates, as determined by the Committee. Furthermore, any Performance Compensation Award that has been deferred shall not (between the date as of which the Award is deferred and the payment date) increase (A) with respect to Performance Compensation Award that is payable in cash, by a measuring factor for each fiscal year greater than a reasonable rate of interest set by the Committee or (B) with respect to a Performance Compensation Award that is payable in shares of Stock, by an amount greater than the appreciation of a share of Stock from the date such Award is deferred to the payment date.

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12. General

(a) Additional Provisions of an Award. Awards to a Participant under the Plan also may be subject to such other provisions (whether or not applicable to Awards granted to any other Participant) as the Committee determines appropriate, including, without limitation, provisions to assist the Participant in financing the purchase of Stock upon the exercise of Options (provided, that the Committee determines that providing such financing does not violate the Sarbanes-Oxley Act of 2002), provisions for the forfeiture of or restrictions on resale or other disposition of shares of Stock acquired under any Award, provisions giving the Company the right to repurchase shares of Stock acquired under any Award in the event the Participant elects to dispose of such shares, provisions allowing the Participant to elect to defer the receipt of payment in respect of Awards for a specified period or until a specified event, and provisions to comply with Federal and state securities laws and Federal and state tax withholding requirements. Any such provisions shall be reflected in the applicable Award agreement.

(b) Privileges of Stock Ownership. Except as otherwise specifically provided in the Plan, no person shall be entitled to the privileges of ownership in respect of shares of Stock which are subject to Awards hereunder until such shares have been issued to that person.

(c) Government and Other Regulations. The obligation of the Company to grant or settle Awards in Stock shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Stock pursuant to an Award made or granted hereunder unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Stock to be offered or sold under the Plan. If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.

(d) Tax Withholding.

(i) A Participant may be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any shares of Stock or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, Stock or other property) of any required income tax withholding and payroll taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other

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action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding and taxes.

(ii) Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability (but no more than the minimum required withholding liability) by (A) the delivery of Mature Shares owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Stock otherwise issuable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability.

(e) Claim to Awards and Employment Rights. No employee of the Company or an Affiliate, or other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or an Affiliate.

(f) Designation and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate.

(g) Payments to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.

(h) No Liability of Committee Members. No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on his behalf in his capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer or

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director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-Laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

(i) Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Nevada applicable to contracts made and performed wholly within the State of Nevada and, to the extent applicable, the Nevada Gaming Laws.

(j) Funding. No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees under general law.

(k) Nontransferability.

(i) Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(ii) Notwithstanding the foregoing, subject to compliance with applicable law, the Committee may, in its sole discretion, permit Awards other than Incentive Stock Options to be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award agreement to preserve the purposes of the Plan, to:

(A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 (collectively, the “Immediate Family Members”);

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(B) a trust solely for the benefit of the Participant and his or her Immediate Family Members;

(C) a partnership or limited liability company whose only partners or shareholders are the Participant and his or her Immediate Family Members; or

(D) any other transferee as may be approved either (a) by the Board or the Committee in its sole discretion, or (b) as provided in the applicable Award agreement;

(each transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred to as a “Permitted Transferee”); provided that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.

(iii) The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in the Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the shares of Stock to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award agreement, that such a registration statement is necessary or appropriate, (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise, and (D) the consequences of the termination of the Participant’s employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable Award agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award agreement.

(l) Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by any person or persons other than himself.

(m) Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension,

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retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.

(n) Expenses. The expenses of administering the Plan shall be borne by the Company and Affiliates.

(o) Pronouns. Masculine pronouns and other words of masculine gender shall refer to both men and women.

(p) Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.

(q) Termination of Employment. Unless an applicable Award agreement provides otherwise, for purposes of the Plan a person who transfers from employment or service with the Company to employment or service with an Affiliate or vice versa shall not be deemed to have terminated employment or service with the Company or an Affiliate.

(r) Severability. If any provision of the Plan or any Award agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

13. Changes in Capital Structure

Awards granted under the Plan and any agreements evidencing such Awards, the maximum number of shares of Stock subject to all Awards stated in Section 5(a) and the maximum number of shares of Stock with respect to which any one person may be granted Awards during any period stated in Sections 5(d) or 11(d)(vi) shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Awards or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such Award or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustment in Incentive Stock Options under this Section 13 shall be made only to the

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extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 13 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing the Company to be denied a tax deduction on account of Section 162(m) of the Code. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.

Notwithstanding the above, in the event of any of the following:

A. The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;

B. All or substantially all of the assets of the Company are acquired by another person;

C. The reorganization or liquidation of the Company; or

D. The Company shall enter into a written agreement to undergo an event described in clauses A, B or C above,

then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Awards and cause the holders thereof to be paid, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share of Stock received or to be received by other shareholders of the Company in the event. The terms of this Section 13 may be varied by the Committee in any particular Award agreement.

14. Effect of Change in Control

(a) Except to the extent provided in a particular Award agreement:

(i) In the event of a Change in Control, notwithstanding any provision of the Plan or any applicable Award agreement to the contrary, the Committee may in its discretion provide that all Options and SARs shall become immediately exercisable with respect to 100 percent of the shares subject to such Option or SAR, and/or that the Restricted Period shall expire immediately with respect to 100 percent of such shares of Restricted Stock or Restricted Stock Units (including a waiver of any applicable Performance Goals). To the extent practicable, such acceleration of exercisability and expiration of the Restricted Period (as applicable) shall occur in a manner and at a time which allows affected

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Participants the ability to participate in the Change in Control transaction with respect to the Stock subject to their Awards.

(ii) In the event of a Change in Control, all incomplete Performance Periods in effect on the date the Change in Control occurs shall end on the date of such change, and the Committee shall (A) determine the extent to which Performance Goals with respect to each such Award Period have been met based upon such audited or unaudited financial information then available as it deems relevant, (B) cause to be paid to each Participant partial or full Awards with respect to Performance Goals for each such Award Period based upon the Committee’s determination of the degree of attainment of Performance Goals, and (C) cause all previously deferred Awards to be settled in full as soon as possible.

(b) In addition, in the event of a Change in Control, the Committee may in its discretion and upon at least 10 days’ advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share of Stock received or to be received by other shareholders of the Company in the event.

(c) The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company. The Company agrees that it will make appropriate provisions for the preservation of Participants’ rights under the Plan in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets.

15. Nonexclusivity of the Plan

Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases.

16. Amendments and Termination

(a) Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including as necessary to comply with any applicable stock exchange listing requirement or to prevent the Company from being denied a tax deduction on account of Section 162(m) of the Code); and provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would impair the rights of any Participant or any

29

holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. The termination date of the Plan, following which no Awards may be granted hereunder, is December 14, 2014; provided, that such termination shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards.

(b) Amendment of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would impair the rights of any Participant or any holder or beneficiary of any Option theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary; and provided, further, that, without stockholder approval, (i) no amendment or modification may reduce the Option Price of any Option and (ii) the Committee may not cancel any outstanding Option and replace it with a new Option (with a lower Option Price) in a manner which would either (A) be reportable on the Company’s proxy statement as Options which have been “repriced” (as such term is used in Item 402 of Regulation S-K promulgated under the Exchange Act), or (B) result in any Option being accounted for under the “variable” method for financial statement reporting purposes.

(c) Section 162(m) Approval. If so determined by the Committee, (i) the Plan shall be approved by the stockholders of the Company no later than the first meeting of stockholders at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the Company’s initial public offering occurs, and (ii) the provisions of the Plan regarding Performance Compensation Awards shall be disclosed to and reapproved by stockholders of the Company no later than the first stockholder meeting that occurs in the fifth year following the year that stockholders previously approved such provisions following the Company’s initial public offering, in each case in order for certain Awards granted after such time to be exempt from the deduction limitations of Section 162(m) of the Code. Nothing in this Section 16(c), however, shall affect the validity of Awards granted after such time if such stockholder approval has not been obtained.

*        *        *

As adopted by the Board of Directors of

Las Vegas Sands Corp. at a meeting

held on November 8, 2004.

/S/    HARRY MILTENBERGER        

Harry Miltenberger

Vice President, Finance

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EX-10.42

Exhibit 10.42

LAS VEGAS SANDS, INC.

EXECUTIVE CASH INCENTIVE PLAN

I. Purpose

The purpose of the Las Vegas Sands, Inc. Executive Cash Incentive Plan (the “Plan”) is to establish a program of incentive compensation for designated officers and/or key executive employees of Las Vegas Sands, Inc., a Nevada corporation (the “Company”) and its subsidiaries and divisions that is directly related to the performance results of such individuals. The Plan provides annual incentives, contingent upon continued employment and meeting certain corporate goals, to certain key executives who make substantial contributions to the Company.

II. Definitions

The following definitions shall be applicable throughout the Plan.

“Board” means the Board of Directors of the Company.

“Bonus Award” means the award or awards, as determined by the Committee, to be granted to a Participant based on that Participant’s level of attainment of his or her goals established in accordance with Articles IV and V of the Plan.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means either (i) the Board or (ii) a committee selected by the Board to administer the Plan and composed of not less than two directors, each of whom is an “outside director” (within the meaning of Section 162(m) of the Code). If at any time such a Committee has not been so designated, the Compensation Committee of the Board shall constitute the Committee or if there shall be no Compensation Committee of the Board, the Board shall constitute the Committee. The fact that a Committee member shall fail to qualify as an “outside director” when administering the Plan with respect to 162(m) Bonus Awards shall not invalidate any 162(m) Bonus Award granted by the Committee if such 162(m) Bonus Award is otherwise validly granted under the Plan.

“Company” means Las Vegas Sands, Inc., a Nevada corporation, and any successor thereto.

“Designated Beneficiary” means the beneficiary or beneficiaries designated by a Participant in accordance with Article XIV hereof to receive the amount, if any, payable under the Plan upon such Participant’s death.

“162(m) Bonus Award” means a Bonus Award which is intended to qualify for the performance-based compensation exception to Section 162(m) of the Code, as further described in Article VIII.

“Participant” means any officer or key executive of the Company and its subsidiaries designated by the Committee to participate in the Plan.

“Performance Criteria” means objective performance criteria established by the Committee with respect to 162(m) Bonus Awards. Performance Criteria shall be measured in terms of one or more of the following objectives, described as such objectives relate to Company-wide objectives or of the subsidiary, division, department or function with the Company or subsidiary in which the Participant is employed:

(i) net earnings or net income (before or after taxes);

(ii) basic or diluted earnings per share (before or after taxes);

(iii) net revenue or net revenue growth;

(iv) gross profit or gross profit growth;

(v) net operating profit (before or after taxes);

(vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales);

(vii) cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);

(viii) earnings before or after taxes, interest, depreciation, amortization and/or rents;

(ix) gross or operating margins;

(x) productivity ratios;

(xi) share price (including, but not limited to, growth measures and total stockholder return);

(xii) expense targets;

(xiii) margins;

(xiv) operating efficiency;

(xv) objective measures of customer satisfaction;

(xvi) working capital targets;

(xvii)  measures of economic value added; and

(xviii)  inventory control.

Each grant of a 162(m) Bonus Award shall specify the Performance Criteria to be achieved, a minimum acceptable level of achievement below which no payment or award will be made, and a formula for determining the amount of any payment or award to be made if performance is at or above the minimum acceptable level but falls short of full achievement of the specified Performance Criteria.

If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Performance Criteria to be unsuitable, the Committee may modify such Performance Criteria or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable; provided, however, that no such modification shall be made if the effect would be to cause a 162(m) Bonus Award to fail to qualify for the performance-based compensation exception to Section 162(m) of the Code. In addition, at the time performance goals are established as to a 162(m) Bonus Award, the Committee is authorized to determine the manner in which the Performance Criteria related

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thereto will be calculated or measured to take into account certain factors over which the Participant has no control or limited control including changes in industry margins, general economic conditions, interest rate movements and changes in accounting principles.

“Performance Period” means the period during which performance is measured to determine the level of attainment of a Bonus Award, which shall be the fiscal year of the Company.

“Plan” means the Las Vegas Sands, Inc. Executive Cash Incentive Plan.

III. Eligibility

Participants in the Plan shall be selected by the Committee for each Performance Period from those officers and key executives of the Company and its subsidiaries whose efforts contribute materially to the success of the Company. No employee shall be a Participant unless he or she is selected by the Committee, in its sole discretion. No employee shall at any time have the right to be selected as a Participant nor, having been selected as a Participant for one Performance Period, to be selected as a Participant in any other Performance Period.

IV. Administration

The Committee, in its sole discretion, will determine eligibility for participation, establish the maximum aggregate award which may be earned by each Participant (which may be expressed in terms of a dollar amount, percentage of salary or any other measurement), establish goals for each Participant (which may be objective or subjective, and based on individual, Company, subsidiary and/or division performance), calculate and determine each Participant’s level of attainment of such goals, and calculate the Bonus Award for each Participant based upon such level of attainment.

Except as otherwise herein expressly provided, full power and authority to construe, interpret, and administer the Plan shall be vested in the Committee, including the power to amend or terminate the Plan as further described in Article XVII. The Committee may at any time adopt such rules, regulations, policies, or practices as, in its sole discretion, it shall determine to be necessary or appropriate for the administration of, or the performance of its respective responsibilities under, the Plan. The Committee may at any time amend, modify, suspend, or terminate such rules, regulations, policies, or practices.

V. Bonus Awards

The Committee, based upon information to be supplied by management of the Company and, where determined as necessary by the Board, the ratification of the Board, will establish for each Performance Period a maximum aggregate award (and, if the Committee deems appropriate, threshold and target awards) and goals relating to Company, subsidiary, divisional, departmental and/or functional performance for each Participant and communicate such award levels and goals to each Participant prior to or during the Performance Period for which such award may be made. Bonus Awards will be earned by each Participant based upon the level of attainment of his or her goals during the applicable Performance Period; provided

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that the Committee may reduce the amount of any Bonus Award in its sole and absolute discretion. As soon as practicable after the end of the applicable Performance Period, the Committee shall determine the level of attainment of the goals for each Participant and the Bonus Award to be made to each Participant.

VI. Payment of Bonus Awards

Except as provided in Articles VII and IX below, Bonus Awards earned during any Performance Period shall be paid as soon as practicable following the end of such Performance Period and the determination of the amount thereof shall be made by the Committee. Payment of Bonus Awards shall be made in the form of cash. Bonus Award amounts earned but not yet paid will not accrue interest.

VII. Deferral of Bonus Awards

If so permitted by the Committee, a Participant may elect to defer receipt of all or a portion of a Bonus Award pursuant to the terms of the Company’s Deferred Compensation Plan.

VIII. 162(m) Bonus Awards

Unless determined otherwise by the Committee, each Bonus Award awarded under the Plan shall be a 162(m) Bonus Award and will be subject to the following requirements, notwithstanding any other provision of the Plan to the contrary:

1. No 162(m) Award may be paid on or after the first regularly scheduled meeting of the Company’s shareholders that occurs following the close of the third calendar year following the calendar year in which the Company became a “publicly held corporation” within the meaning of Section 162(m)(2) of the Code, unless and until the shareholders of the Company have approved the Plan in a manner which complies with the shareholder approval requirements of Section 162(m) of the Code.

2. A 162(m) Bonus Award may be made only by a Committee which is comprised solely of not less than two directors, each of whom is an “outside director” (within the meaning of Section 162(m) of the Code).

3. The performance goals to which a 162(m) Bonus Award is subject must be based solely on Performance Criteria. Such performance goals, and the maximum, target and/or threshold (as applicable) Bonus Amount payable upon attainment thereof, must be established by the Committee within the time limits required in order for the 162(m) Bonus Award to qualify for the performance-based compensation exception to Section 162(m) of the Code.

4. No 162(m) Bonus Award may be paid until the Committee has certified the level of attainment of the applicable Performance Criteria; provided, however, that the Committee, in its sole discretion, may permit the payment of a 162(m) Bonus Award to a Participant (or such Participant’s Designated Beneficiary or estate, as applicable) without first certifying the level of attainment of the applicable

4

Performance Criteria following (i) a termination of employment due to the Participant’s death or disability or (ii) a “Change in Control” (as that term is defined in the Las Vegas Sands Corp. 2004 Equity Award Plan.

5. With respect to any single Participant, the maximum amount of any 162(m) Bonus Award for any fiscal year of the Company shall be $10,000,000.

IX. Termination of Employment

A Participant shall be eligible to receive payment of his or her Bonus Award earned during a Performance Period, so long as the Participant is employed on the last day of such Performance Period, notwithstanding any subsequent termination of employment prior to the actual payment of the Bonus Award. In the event of a Participant’s death prior to the payment of a Bonus Award which has been earned, such payment shall be made to the Participant’s Designated Beneficiary or, if there is none living, to the estate of the Participant. Notwithstanding the foregoing, the Committee, in its sole discretion, may permit a Participant to receive payment of all or a pro rata portion of his or her Bonus Award following a termination of such Participant’s employment prior to the last day of a Performance Period; provided, however, that, in the event the Bonus Award is a 162(m) Bonus Award the Committee shall only be permitted to exercise such discretion upon a termination of employment described in Section 4 of Article VIII.

X. Reorganization or Discontinuance

The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from a merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company. The Company will make appropriate provision for the preservation of Participants’ rights under the Plan in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets.

If the business conducted by the Company shall be discontinued, any previously earned and unpaid Bonus Awards under the Plan shall become immediately payable to the Participants then entitled thereto.

XI. Non-Alienation of Benefits

A Participant may not assign, sell, encumber, transfer or otherwise dispose of any rights or interests under the Plan except by will or the laws of descent and distribution. Any attempted disposition in contravention of the preceding sentence shall be null and void.

XII. No Claim or Right to Plan Participation

No employee or other person shall have any claim or right to be selected as a Participant under the Plan. Neither the Plan nor any action taken pursuant to the Plan shall be construed as giving any employee any right to be retained in the employ of the Company or any of its subsidiaries.

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XIII.  Taxes

The Company shall deduct from all amounts paid under the Plan all federal, state, local and other taxes that the Committee, in its sole discretion, determines are required to be withheld with respect to such payments.

XIV.  Designation and Change of Beneficiary

Each Participant may indicate upon notice to him or her by the Committee of his or her right to receive a Bonus Award a designation of one or more persons as the Designated Beneficiary who shall be entitled to receive the amount, if any, payable under the Plan upon the death of the Participant. Such designation shall be in writing to the Committee. A Participant may, from time to time, revoke or change his or her Designated Beneficiary without the consent of any prior Designated Beneficiary by filing a written designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. In the event that a Participant fails to designate a Designated Beneficiary as provided in this Article XIV, or if the Designated Beneficiary predeceases the Participant, then any Bonus Award payable following the Participant’s death shall be payable to such Participant’s estate.

XV.  No Liability of Committee Members

No member of the Committee shall be personally liable by reason of any contract or other instrument related to the Plan executed by such member or on his or her behalf in his or her capacity as a member of the Committee, nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each employee, officer, or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including legal fees, disbursements and other related charges) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or bad faith.

XVI.  Termination or Amendment of the Bonus Plan

The Committee may amend, suspend or terminate the Plan at any time; provided that no amendment may be made without the approval of the Company’s shareholders if the effect of such amendment would be to cause outstanding or pending 162(m) Bonus Awards to cease to qualify for the performance-based compensation exception to Section 162(m) of the Code.

XVII.  Unfunded Plan

Participants shall have no right, title, or interest whatsoever in or to any investments which the Company may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, Designated Beneficiary, legal representative or any other person. To the extent that

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any person acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan.

The Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended.

XVIII.  Governing Law

The terms of the Plan and all rights thereunder shall be governed by and construed in accordance with the laws of the State of Nevada (and, to the extent applicable, the regulations of the Nevada Gaming Commission, the rules, directives and decisions of the Nevada Gaming Commission and State Gaming Control Board, the ordinances of Clark County, Nevada, and the regulations of the Clark County Liquor and Gaming Licensing Board) without reference to principles of conflict of laws.

XIX.  Effective Date

The effective date of the Plan is January 1, 2005.

XX. Shareholder Reapproval.

The Plan shall be subject to reapproval by the Company’s shareholders no later than the first shareholder meeting that occurs in the fifth year following the year in which the Company’s shareholders first approved the Plan following the date on which the Company became a “publicly held corporation” within the meaning of Section 162(m)(2) of the Code.

As Adopted by the Board of Directors

of Las Vegas Sands, Inc. at a Meeting

Held on November 8, 2004.

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EX-10.53

Exhibit 10.53

APNs 162-16-211-003, 162-16-202-005,

162-16-211-011, 162-16-211-012

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:

Stephen A. Cowan, Esq.

DLA Piper Rudnick Gray Cary US LLP

333 Market Street, Suite 3200

San Francisco, California 94105-2150

AMENDED AND RESTATED

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 $1,620,000,000 WHICH MAY INCREASE OR DECREASE FROM TIME TO TIME BY AMENDMENT OF THIS INSTRUMENT.

	ARTICLE ONE
	COVENANTS OF TRUSTOR
1.1	Performance of Deed of Trust	13
1.2	General Representations, Covenants and Warranties	13
1.3	Compliance with Legal Requirements	13
1.4	Impositions	14
1.5	Insurance	14
1.6	Condemnation	15
1.7	Space Leases	15
1.8	Authorization by Trustor	16
1.9	Security Agreement and Financing Statements	16
1.10	Assignment of Rents and Leases	18
1.11	Beneficiary’s Cure of Trustor’s Default	19
1.12	Use of Land	19
1.13	Affiliates and Restricted Subsidiaries	19
	ARTICLE TWO
	CORPORATE LOAN PROVISIONS
2.1	Interaction with Credit Agreement and Subsidiary Guaranty	20
2.2	Other Collateral	20
	ARTICLE THREE
	DEFAULTS
3.1	Event of Default	20
	ARTICLE FOUR
	REMEDIES
4.1	Acceleration of Maturity	21
4.2	Protective Advances	21
4.3	Institution of Equity Proceedings	21
4.4	Beneficiary’s Power of Enforcement	21
4.5	Beneficiary’s Right to Enter and Take Possession, Operate and Apply Income	23
4.6	Leases	24
4.7	Purchase by Beneficiary	24
4.8	Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws	24

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4.9	Receiver	25
4.10	Suits to Protect the Trust Estate	25
4.11	Proofs of Claim	25
4.12	Trustor to Pay the Notes on Any Default in Payment; Application of Monies by Beneficiary	26
4.13	Delay or Omission; No Waiver	26
4.14	No Waiver of One Default to Affect Another	26
4.15	Discontinuance of Proceedings; Position of Parties Restored	27
4.16	Remedies Cumulative	27
4.17	Interest After Event of Default	27
4.18	Foreclosure; Expenses of Litigation	27
4.19	Deficiency Judgments	28
4.20	Waiver of July Trial	28
4.21	Exculpation of Beneficiary	28
	ARTICLE FIVE
	RIGHTS AND RESPONSIBILITIES OF TRUSTEE; OTHER PROVISIONS RELATING TO TRUSTEE
5.1	Exercise of Remedies by Trustee	29
5.2	Rights and Privileges of Trustee	29
5.3	Resignation or Replacement of Trustee	29
5.4	Authority of Beneficiary	30
5.5	Effect of Appointment of Successor Trustee	30
5.6	Confirmation of Transfer and Succession	30
5.7	Exculpation	30
5.8	Endorsement and Execution of Documents	30
5.9	Multiple Trustees	31
5.10	Terms of Trustee’s Acceptance	31
	ARTICLE SIX
	MISCELLANEOUS PROVISIONS
6.1	Heirs, Successors and Assigns Included in Parties	31
6.2	Addresses for Notices, Etc.	32
6.3	Change of Notice Address	32
6.4	Headings	33

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6.5	Invalid Provisions to Affect No Others	33
6.6	Changes and Priority Over Intervening Liens	33
6.7	Estoppel Certificates	33
6.8	Waiver of Setoff and Counterclaim	33
6.9	Governing Law	33
6.10	Reconveyance	34
6.11	Attorneys’ Fees	34
6.12	Late Charges	34
6.13	Cost of Accounting	35
6.14	Right of Entry	35
6.15	Corrections	35
6.16	Statute of Limitations	35
6.17	Subrogation	35
6.18	Joint and Several Liability	35
6.19	Homestead	35
6.20	Context	35
6.21	Time	36
6.22	Interpretation	36
6.23	Effect of NRS § 107.030	36
6.24	Amendments	36
6.25	No Conflicts	36
	ARTICLE SEVEN
	POWER OF ATTORNEY
7.1	Grant of Power	36
	ARTICLE EIGHT
	GUARANTOR PROVISIONS
8.1	Absolute and Unconditional Obligations	37

EXHIBIT A DESCRIPTION OF LAND (HOTEL/CASINO, CONGRESS AND VAGABOND

iii

AMENDED AND RESTATED

DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES,

SECURITY AGREEMENT AND FIXTURE FILING

THIS AMENDED AND RESTATED DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING (hereinafter called “Deed of Trust”) is made and effective as of February 22, 2005, 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 the Credit Agreement (as defined below).

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.

R E C I T A L S:

WHEREAS, LVSI and Venetian (“Borrowers”), Beneficiary as administrative agent, Goldman as syndication agent, sole lead arranger and sole bookrunner, certain financial institutions as Lenders, and other parties entered into that certain Credit Agreement dated as of August 20, 2004 (the “Existing Agreement”), pursuant to which the Lenders extended certain senior credit facilities to Borrowers;

WHEREAS, 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”);

WHEREAS, in order to secure, among other things, the Obligations under the Existing Agreement and Trustor’s obligations under the Subsidiary Guaranty, Trustor granted that certain Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing dated as of September 30, 2004, recorded in the Official Records of Clark County, Nevada, on October 6, 2004 as Instrument. No. 03441 in Book 20041006 (the “Deed of Trust”);

WHEREAS, Borrowers, Beneficiary as administrative agent, joint lead arranger and joint bookrunner, Goldman as syndication agent, joint lead arranger and joint bookrunner, certain financial institutions as Lenders, and other parties have amended and restated the Existing Agreement in its entirety pursuant to that certain Amended and Restated Credit Agreement dated as of February 22, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, Trustor desires to amend and restate the Deed of Trust in its entirety to provide that the Deed of Trust shall secure payment of all of the indebtedness and performance of all of the obligations of Borrowers pursuant to the Credit Agreement and the obligations of the Subsidiary Guaranty, to make certain other modifications of the Deed of Trust as reflected herein, and to expressly acknowledge and affirm the continuing effectiveness and priority of the lien or charge of the Deed of Trust, as amended and restated hereby, as to the repayment of all of the indebtedness and performance of all of the obligations to be performed by Borrowers under and pursuant to the Credit Agreement and all of the obligations of Trustor under and pursuant to the Subsidiary Guaranty; and

WHEREAS, the Lenders have made it a condition of the Lenders making the Loans that this Deed of Trust be executed and delivered, as herein amended and restated, by Trustor and Beneficiary;

NOW, THEREFORE, with reference to the foregoing Recitals, and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, Trustor and Beneficiary do hereby amend and restate the Deed of Trust to read in its entirety as follows:

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 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

2

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 Amended and Restated 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

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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

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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.

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“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

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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

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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 (including the Recitals hereto) which are not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

W I T N ES 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 ONE BILLION SIX HUNDRED TWENTY 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

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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;

(C) TOGETHER WITH all the estate, right, title and interest of Trustor of, in and to all Appurtenant Rights;

(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), (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 Credit 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), (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;

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(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

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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;

(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 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

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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.

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.

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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.

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1.4 Impositions. 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 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 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.

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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 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, 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;

(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;

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(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.

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(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 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

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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 accordance with the Credit Agreement and/or the Subsidiary Guaranty, as applicable.

(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.

(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.

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

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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 6.4A 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.

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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

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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.

4.3 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

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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.

(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.

(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.

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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, 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 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

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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 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

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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 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.

4.10 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.

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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.

(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 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.

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 Credit Agreement, the Subsidiary Guaranty, 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 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 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

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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 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.

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

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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, 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.

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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.

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

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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

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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 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.

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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:	DLA Piper Rudnick Gray Cary US LLP
	333 Market Street, Suite 3200
	San Francisco, California 94105-2150
	Attention: Stephen A. Cowan, 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

6.3 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.

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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 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.

6.6 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, 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 Governing 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

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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 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 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 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, 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.

6.12 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

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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.

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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 1.5 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 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 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 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 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 Project.

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.

36

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.

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.]

37

[DEED OF TRUST (Phase II Site)

LCR]

IN WITNESS WHEREOF, Trustor has executed this Amended and Restated 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.

TRUSTOR:
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:	Vice President Finance

[LCR Amended and Restated Deed of Trust]

S-1

[DEED OF TRUST (Phase II Site)

Scotia]

BENEFICIARY:
THE BANK OF NOVA SCOTIA,
By:		/s/    CHRIS OSBORN
	Name:	Chris Osborn
	Title:	Managing Director

[LCR Amended and Restated Deed of Trust]

S-2

[DEED OF TRUST (Phase II Site)

LCR]

State of Nevada	)
County of Clark	)	ss.:

This instrument was acknowledged before me on February 18, 2005 by Harry Miltenberger.

	/S/    JENNIFER M. HLAVINKA
Name:	Jennifer M. Hlavinka
Notary Public

Notarial Seal

(Notary Acknowledgment)

[LCR Amended and Restated Deed of Trust]

N-1

[DEED OF TRUST (Phase II Site)

Scotia]

State of California)

County of San Francisco)  ss.:

As to The Bank of Nova Scotia, this instrument was acknowledged before me on February 18, 2005 by (person appearing before notary public) Chris Osborn.

	/S/    STEPHANIE CHASSIN
Name:	Stephanie Chassin
Notary Public

Notarial Seal

(Notary Acknowledgment)

[LCR Amended and Restated Deed of Trust]

N-2

EXHIBIT A

DESCRIPTION OF LAND (HOTEL/CASINO, CONGRESS AND VAGABOND)

PARCEL 1: (Parcels 1 thru 5 = Lido Parcels)

A PARCEL OF LAND SITUATE IN THE WEST HALF (W 1/2) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA,

BEING A PORTION OF VENETIAN COMMERCIAL SUBDIVISION AS SHOWN ON THE FINAL MAP OF THE VENETIAN COMMERCIAL SUBDIVISION IN PLATS BOOK 85, PAGE 20, CLARK COUNTY OFFICIAL RECORDS, DESCRIBED AS FOLLOWS:

COMMENCING AT THE CENTER QUARTER CORNER OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., AS SHOWN ON PARCEL MAP IN FILE 33, PAGE 98 OF CLARK COUNTY RECORDS, CLARK COUNTY, NEVADA; FROM WHENCE THE CENTER SOUTH 1/16TH CORNER OF SAID SECTION 16 BEARS SOUTH 00°24’18” EAST A DISTANCE OF 1331.31 FEET; THENCE TO THE CENTERLINE INTERSECTION OF KOVAL LANE AND SANDS AVENUE, NORTH 00°24’18” WEST A DISTANCE OF 10.00 FEET; THENCE ALONG THE CENTERLINE OF SANDS AVENUE, NORTH 88°41’36” WEST A DISTANCE OF 114.70 FEET; THENCE CONTINUING ALONG SAID CENTERLINE OF SANDS AVENUE THROUGH A TANGENT CURVE TO THE RIGHT, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 600.00 FEET, A CENTRAL ANGLE OF 59°35’58”, AND AN ARC LENGTH OF 624.13 FEET; THENCE DEPARTING SAID CENTERLINE OF SANDS AVENUE, SOUTH 60°54’23” WEST A DISTANCE OF 50.00 FEET TO A POINT ON THE WEST RIGHT-OF-WAY OF SAID SANDS AVENUE AND THE POINT OF BEGINNING; THENCE ALONG THE BOUNDARY OF LOT 2 UNIT 1 PER RECORD OF SURVEY FILED IN FILE 96, PAGE 37 OF SURVEYS, SOUTH 51°34’35” WEST A DISTANCE OF 172.55 FEET; THENCE NORTH 88°58’54” WEST A DISTANCE OF 380.30 FEET; THENCE NORTH 01°00’00” EAST A DISTANCE OF 39.17 FEET; THENCE NORTH 89°00’00” WEST A DISTANCE OF 10.67 FEET; THENCE NORTH 01°00’00” EAST A DISTANCE OF 38.67 FEET; THENCE SOUTH 89°00’00” EAST A DISTANCE OF 10.67 FEET; THENCE NORTH 01°00’00” EAST A DISTANCE OF 38.17 FEET; THENCE NORTH 88°59’59” WEST A DISTANCE OF 443.56 FEET; THENCE NORTH 89°05’40” WEST A DISTANCE OF 290.87 FEET TO A POINT ON THE EAST RIGHT-OF-WAY OF U.S. HIGHWAY NO.91 (LAS VEGAS BLVD.); THENCE ALONG SAID EAST RIGHT-OF-WAY, NORTH 27°59’16” EAST A DISTANCE OF 44.56 FEET; THENCE CONTINUING ALONG SAID EAST RIGHT-OF-WAY, NORTH 28°18’42” EAST A DISTANCE OF 435.15 FEET; THENCE DEPARTING SAID EAST RIGHT-OF-WAY, SOUTH 61°41’18” EAST A DISTANCE OF 176.18 FEET; THENCE SOUTH 88°58’39” EAST A DISTANCE OF 138.25 FEET TO A POINT ON THE EAST LINE OF THE SOUTHWEST QUARTER (SW 1/4) OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 16; THENCE ALONG SAID EAST LINE, NORTH 01°01’21” EAST A DISTANCE OF 367.30 FEET; THENCE DEPARTING SAID EAST LINE NORTH 88°58’39” WEST A

Ex-A

DISTANCE OF 30.00 FEET; THENCE NORTH 01°01’21” EAST A DISTANCE OF 30.67 FEET TO A POINT ON THE SOUTHERLY RIGHT-OF-WAY OF SANDS AVENUE; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY THE FOLLOWING NINE (9) COURSES: SOUTH 80°04’05” EAST A DISTANCE OF 188.69 FEET; THENCE ALONG A CURVE TO THE RIGHT, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 295.00 FEET, A CENTRAL ANGLE OF 17°19’28”, AND AN ARC LENGTH OF 89.20 FEET; THENCE THROUGH A POINT OF REVERSE CURVATURE ALONG A CURVE TO THE LEFT, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 305.00 FEET, A CENTRAL ANGLE 05°51’27”, AND AN ARC LENGTH OF 31.18 FEET; THENCE THROUGH A POINT OF REVERSE CURVATURE ALONG A CURVE TO THE RIGHT, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 457.50 FEET, A CENTRAL ANGLE OF 18°51’52”, AND AN ARC LENGTH OF 150.63 FEET; THENCE THROUGH A POINT OF COMPOUND CURVATURE ALONG A CURVE TO THE RIGHT, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 537.86 FEET, A CENTRAL ANGLE OF 29°12’50”, AN ARC LENGTH OF 274.24 FEET; THENCE SOUTH 20°31’22” EAST A DISTANCE OF 304.01 FEET TO A NON-TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 15.00 FEET AND A RADIAL BEARING OF SOUTH 08°59’10” EAST; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 78°27’48”, AND AN ARC LENGTH OF 20.54 FEET; THENCE SOUTH 20°31’22” EAST A DISTANCE OF 8.35 FEET; THENCE ALONG A CURVE TO THE LEFT, CONCAVE NORTHEASTERLY, WITH A RADIUS OF 650.00 FEET, A CENTRAL ANGLE OF 08°34’16”, AND AN ARC LENGTH OF 97.23 FEET TO THE POINT OF BEGINNING.

SAID LAND IS ALSO DESCRIBED AS LOT TWO (2) AS SHOWN ON A RECORD OF SURVEY FILE 96 PAGE 37 OF SURVEYS, CLARK COUNTY OFFICIAL RECORDS.

NOTE: THE ABOVE LEGAL DESCRIPTION WAS PREPARED BY NOAH REYNOLDS AT HORIZON SURVEYS, 9901 Covington Cross Drive # 190, Las Vegas, Nevada 89144

EXCEPTING THEREFROM: (CONGRESS FACILITY)

A PORTION OF LOT 2 AS SHOWN IN FILE 96, PAGE 37 OF SURVEYS AND BEING A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85, PAGE 20 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND ALSO BEING A PORTION OF LOT “A” AS PER RECORD OF SURVEY FILE 122, PAGE 62 OF OFFICIAL CLARK COUNTY RECORDS, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER (NW1/4) OF SAID SECTION 16, BEING A POINT ON THE CENTERLINE OF KOVAL LANE; THENCE ALONG THE EAST LINE OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 16 AND THE CENTERLINE OF SAID KOVAL LANE, NORTH 00°24’18” WEST, 10.00 FEET

Ex-A

TO THE CENTERLINE OF SANDS AVENUE (WEST); THENCE ALONG THE CENTERLINE OF SAID SANDS AVENUE, NORTH 88°41’36” WEST, 114.70 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 600.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE AND CENTERLINE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 59°35’58”, AN ARC LENGTH OF 624.13 FEET; THENCE DEPARTING SAID CENTERLINE, ALONG A RADIAL BEARING OF SOUTH 60°54’23” WEST, 50.00 FEET TO THE MOST EASTERLY CORNER OF SAID LOT 2; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2, SOUTH 51°34’35” WEST, 47.14 FEET TO THE POINT OF BEGINNING; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2 THE FOLLOWING SEVEN (7) COURSES: (1) SOUTH 51°34’35” WEST, 125.41 FEET; (2) NORTH 88°58’54” WEST, 380.30 FEET; (3) NORTH 01°00’00” EAST, 39.17 FEET; (4) NORTH 89°00’00” WEST, 10.67 FEET; (5) NORTH 01°00’00” EAST, 38.67 FEET; (6) SOUTH 89°00’00” EAST, 10.67 FEET; (7) NORTH 01°00’00” EAST, 38.17 FEET; THENCE CONTINUING NORTH 01°00’00” EAST, 100.31 FEET; THENCE SOUTH 89°04’06” EAST, 340.30 FEET; THENCE NORTH 00°55’54” EAST, 48.75 FEET; THENCE SOUTH 89°04’06” EAST, 39.64 FEET; THENCE SOUTH 00°57’00” WEST, 29.17 FEET; THENCE SOUTH 89°04’04” EAST, 48.70 FEET; THENCE SOUTH 00°55’54” WEST, 35.08 FEET; THENCE SOUTH 89°04’00” EAST, 17.62 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 299.52 FEET, FROM WHICH BEGINNING THE RADIUS BEARS NORTH 88°52’29” EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 24°13’18”, AN ARC LENGTH OF 126.62 FEET TO THE POINT OF BEGINNING.

NOTE: THE ABOVE METES AND BOUNDS DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN DOCUMENT RECORDED JULY 14, 2004 IN BOOK 20040714 AS INSTRUMENT NO. 04837.

FURTHER EXCEPTING THEREFROM AN AIRSPACE PARCEL MORE PARTICULARLY DESCRIBED AS FOLLOWS:

LEGAL DESCRIPTION - LOT A-1

A PORTION OF LOT 2 AS SHOWN IN FILE 96, PAGE 37 OF SURVEYS AND BEING A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85, PAGE 20 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND ALSO BEING A PORTION OF LOT “A” AS PER RECORD OF SURVEY FILE 122, PAGE 62 OF OFFICIAL CLARK COUNTY RECORDS, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER (NW1/4) OF SAID SECTION 16, BEING A POINT ON THE CENTERLINE OF KOVAL LANE; THENCE ALONG THE EAST LINE OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 16 AND THE CENTERLINE OF SAID KOVAL LANE, NORTH

Ex-A

00°24’18” WEST, 10.00 FEET TO THE CENTERLINE OF SANDS AVENUE (WEST); THENCE ALONG THE CENTERLINE OF SAID SANDS AVENUE, NORTH 88°41’36” WEST, 114.70 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 600.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE AND CENTERLINE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 59°35’58”, AN ARC LENGTH OF 624.13 FEET; THENCE DEPARTING SAID CENTERLINE, ALONG A RADIAL BEARING OF SOUTH 60°54’23” WEST, 50.00 FEET TO THE MOST EASTERLY CORNER OF SAID LOT 2; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2, SOUTH 51°34’35” WEST, 47.14 FEET TO THE POINT OF BEGINNING; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2 THE FOLLOWING SEVEN (7) COURSES: (1) SOUTH 51°34’35” WEST, 125.41 FEET; (2) NORTH 88°58’54” WEST, 380.30 FEET; (3) NORTH 01°00’00” EAST, 39.17 FEET; (4) NORTH 89°00’00” WEST, 10.67 FEET; (5) NORTH 01°00’00” EAST, 38.67 FEET; (6) SOUTH 89°00’00” EAST, 10.67 FEET; (7) NORTH 01°00’00” EAST, 38.17 FEET; THENCE CONTINUING NORTH 01°00’00” EAST, 100.30 FEET; THENCE SOUTH 89°04’06” EAST, 340.30 FEET; THENCE NORTH 00°55’54” EAST, 48.75 FEET; THENCE SOUTH 89°04’06” EAST, 39.64 FEET; THENCE SOUTH 00°57’00” WEST, 29.17 FEET; THENCE SOUTH 89°04’04” EAST, 48.70 FEET; THENCE SOUTH 00°55’54” WEST, 35.08 FEET; THENCE SOUTH 89°04’00” EAST, 17.62 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 299.52 FEET, FROM WHICH BEGINNING THE RADIUS BEARS NORTH 88°52’29” EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 24°13’18”, AN ARC LENGTH OF 126.62 FEET TO THE POINT OF BEGINNING.

LOT A-1 ABOVE IS ALSO SHOWN AS LOT A-1 ON RECORD OF SURVEY FILED IN FILE 124, PAGE 55 OF OFFICIAL CLARK COUNTY RECORDS.

LOT A-1 IS AN ABOVE GROUND LOT WITH THE FOLLOWING VERTICAL CONSTRAINTS: A LOWER PLACE ELEVATION OF 2090.29 FEET AND AN UPPER PLAIN ELEVATION OF 2109.79 FEET, BASED ON THE NORTH AMERICAN VERTIFICAL DATUM OF 1988.

NOTE: THE ABOVE METES AND BOUNDS DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN DOCUMENT RECORDED AUGUST 30, 2002 IN BOOK 20020830 AS INSTRUMENT NO. 04166.

TOGETHER WITH THAT PORTION OF SANDS AVENUE AS VACATED BY CLARK COUNTY IN AN ORDER OF VACATION RECORDED SEPTEMBER 23, 2002 IN BOOK 20020923 AS INSTRUMENT NO. 00803 OF OFFICIAL RECORDS.

PARCEL 2:

A NON-EXCLUSIVE EASEMENT FOR PEDESTRIAN AND VEHICULAR INGRESS, EGRESS AND PARKING AS CREATED BY THAT CERTAIN SECOND AMENDED AND RESTATED RECIPROCAL EASMENT, USE AND OPERATING AGREEMENT

Ex-A

RECORDED JUNE 14, 2004 IN BOOK 20040614 AS INSTRUMENT NO. 02783 AND BY AMENDMENT THERETO RECORDED AUGUST 11, 2004 IN BOOK 20040811 AS INSTRUMENT NO. 03279 OF OFFICIAL RECORDS.

PARCEL 3: (VAGABOND)

THAT PORTION OF THE SOUTHWEST QUARTER (SW 1/4) OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.B. & M., LYING EAST OF U.S. HIGHWAY NO. 91 (LAS VEGAS BLVD.), DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE EAST LINE OF THE SAID U.S. HIGHWAY NO. 91 (LAS VEGAS BLVD.), BEING THE SOUTHWEST CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED BY B.E. FARNSWORTH, ET UX, TO MANLEY E. REITZ, BY DEED SHOWN AS DOCUMENT NO. 162990, CLARK COUNTY, NEVADA RECORDS; THENCE SOUTH 88°58’39” EAST ALONG THE SOUTH LINE OF THE SAID CONVEYED PARCEL, A DISTANCE OF 115.42 FEET; THENCE SOUTH 28°04’50” WEST A DISTANCE OF 46.60 FEET; THENCE SOUTH 61°56’10” EAST A DISTANCE OF 21.22 FEET; THENCE SOUTH 28°04’50” WEST A DISTANCE OF 27.35 FEET; THENCE SOUTH 61°56’10” EAST A DISTANCE OF 52.00 FEET TO A POINT IN THE EAST LINE OF THE SAID SOUTHWEST QUARTER (SW 1/4) OF THE NORTHWEST QUARTER (NW 1/4); THENCE SOUTH 01°01’21” WEST ALONG THE LAST MENTIONED EAST LINE, A DISTANCE OF 268.16 FEET; THENCE NORTH 88°58’39” WEST A DISTANCE OF 138.25 FEET; THENCE NORTH 61°41’18” WEST A DISTANCE OF 176.18 FEET TO A POINT IN THE EAST LINE OF U.S. HIGHWAY NO. 91; THENCE NORTH 28°18’42” EAST ALONG THE SAID EAST LINE, A DISTANCE OF 322.41 FEET TO THE POINT OF BEGINNING.

NOTE: THE ABOVE METES AND BOUNDS DESCRIPTION WAS PREPARED BY NOAH REYNOLDS AT HORIZON SURVEYS, 9901 Covington Cross Drive #190, Las Vegas, Nevada 89144

PARCEL 4: (CONGRESS FACILITY)

A PORTION OF LOT 2 AS SHOWN IN FILE 96, PAGE 37 OF SURVEYS AND BEING A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85, PAGE 20 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND ALSO BEING A PORTION OF LOT “A” AS PER RECORD OF SURVEY FILE 122, PAGE 62 OF OFFICIAL CLARK COUNTY RECORDS, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER (NW1/4) OF SAID SECTION 16, BEING A POINT ON THE CENTERLINE OF KOVAL LANE; THENCE ALONG THE EAST LINE OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 16 AND THE CENTERLINE OF SAID KOVAL LANE, NORTH

Ex-A

00°24’18” WEST, 10.00 FEET TO THE CENTERLINE OF SANDS AVENUE (WEST); THENCE ALONG THE CENTERLINE OF SAID SANDS AVENUE, NORTH 88°41’36” WEST, 114.70 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 600.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE AND CENTERLINE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 59°35’58”, AN ARC LENGTH OF 624.13 FEET; THENCE DEPARTING SAID CENTERLINE, ALONG A RADIAL BEARING OF SOUTH 60°54’23” WEST, 50.00 FEET TO THE MOST EASTERLY CORNER OF SAID LOT 2; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2, SOUTH 51°34’35” WEST, 47.14 FEET TO THE POINT OF BEGINNING; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2 THE FOLLOWING SEVEN (7) COURSES: (1) SOUTH 51°34’35” WEST, 125.41 FEET; (2) NORTH 88°58’54” WEST, 380.30 FEET; (3) NORTH 01°00’00” EAST, 39.17 FEET; (4) NORTH 89°00’00” WEST, 10.67 FEET; (5) NORTH 01°00’00” EAST, 38.67 FEET; (6) SOUTH 89°00’00” EAST, 10.67 FEET; (7) NORTH 01°00’00” EAST, 38.17 FEET; THENCE CONTINUING NORTH 01°00’00” EAST, 100.31 FEET; THENCE SOUTH 89°04’06” EAST, 340.30 FEET; THENCE NORTH 00°55’54” EAST, 48.75 FEET; THENCE SOUTH 89°04’06” EAST, 39.64 FEET; THENCE SOUTH 00°57’00” WEST, 29.17 FEET; THENCE SOUTH 89°04’04” EAST, 48.70 FEET; THENCE SOUTH 00°55’54” WEST, 35.08 FEET; THENCE SOUTH 89°04’00” EAST, 17.62 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 299.52 FEET, FROM WHICH BEGINNING THE RADIUS BEARS NORTH 88°52’29” EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 24°13’18”, AN ARC LENGTH OF 126.62 FEET TO THE POINT OF BEGINNING.

EXCLUDING THEREFROM ALL THAT REAL PROPERTY CONSISTING OF AN AIRSPACE PARCEL MORE PARTICULARLY DESCRIBED AS FOLLOWS:

LEGAL DESCRIPTION - LOT A-1

A PORTION OF LOT 2 AS SHOWN IN FILE 96, PAGE 37 OF SURVEYS AND BEING A PORTION OF LOT 1 AS SHOWN IN THAT CERTAIN FINAL MAP ENTITLED “THE VENETIAN COMMERCIAL SUBDIVISION”, RECORDED IN BOOK 85, PAGE 20 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER’S OFFICE AND ALSO BEING A PORTION OF LOT “A” AS PER RECORD OF SURVEY FILE 122, PAGE 62 OF OFFICIAL CLARK COUNTY RECORDS, LYING WITHIN THE NORTHWEST QUARTER (NW 1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER (NW1/4) OF SAID SECTION 16, BEING A POINT ON THE CENTERLINE OF KOVAL LANE; THENCE ALONG THE EAST LINE OF THE NORTHWEST QUARTER (NW 1/4) OF SAID SECTION 16 AND THE CENTERLINE OF SAID KOVAL LANE, NORTH 00°24’18” WEST, 10.00 FEET TO THE CENTERLINE OF SANDS AVENUE (WEST); THENCE ALONG THE CENTERLINE OF SAID SANDS AVENUE, NORTH 88°41’36” WEST, 114.70 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE

Ex-A

NORTHEAST AND HAVING A RADIUS OF 600.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE AND CENTERLINE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 59°35’58”, AN ARC LENGTH OF 624.13 FEET; THENCE DEPARTING SAID CENTERLINE, ALONG A RADIAL BEARING OF SOUTH 60°54’23” WEST, 50.00 FEET TO THE MOST EASTERLY CORNER OF SAID LOT 2; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2, SOUTH 51°34’35” WEST, 47.14 FEET TO THE POINT OF BEGINNING; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2 THE FOLLOWING SEVEN (7) COURSES: (1) SOUTH 51°34’35” WEST, 125.41 FEET; (2) NORTH 88°58’54” WEST, 380.30 FEET; (3) NORTH 01°00’00” EAST, 39.17 FEET; (4) NORTH 89°00’00” WEST, 10.67 FEET; (5) NORTH 01°00’00” EAST, 38.67 FEET; (6) SOUTH 89°00’00” EAST, 10.67 FEET; (7) NORTH 01°00’00” EAST, 38.17 FEET; THENCE CONTINUING NORTH 01°00’00” EAST, 100.30 FEET; THENCE SOUTH 89°04’06” EAST, 340.30 FEET; THENCE NORTH 00°55’54” EAST, 48.75 FEET; THENCE SOUTH 89°04’06” EAST, 39.64 FEET; THENCE SOUTH 00°57’00” WEST, 29.17 FEET; THENCE SOUTH 89°04’04” EAST, 48.70 FEET; THENCE SOUTH 00°55’54” WEST, 35.08 FEET; THENCE SOUTH 89°04’00” EAST, 17.62 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 299.52 FEET, FROM WHICH BEGINNING THE RADIUS BEARS NORTH 88°52’29” EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 24°13’18”, AN ARC LENGTH OF 126.62 FEET TO THE POINT OF BEGINNING.

LOT A-1 ABOVE IS ALSO SHOWN AS LOT A-1 ON RECORD OF SURVEY FILED IN FILE 124, PAGE 55 OF OFFICIAL CLARK COUNTY RECORDS.

LOT A-1 IS AN ABOVE GROUND LOT WITH THE FOLLOWING VERTICAL CONSTRAINTS: A LOWER PLACE ELEVATION OF 2090.29 FEET AND AN UPPER PLAIN ELEVATION OF 2109.79 FEET, BASED ON THE NORTH AMERICAN VERTICAL DATUM OF 1988.

NOTE: THE ABOVE METES AND BOUNDS DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN DOCUMENT RECORDED JULY 14, 2004 IN BOOK 20040714 AS INSTRUMENT NO. 04837.

PARCEL 5:

A NON-EXCLUSIVE EASEMENT FOR PEDESTRIAN AND VEHICULAR INGRESS, EGRESS AND PARKING AS CREATED BY THAT CERTAIN PARKING AND EASEMENT AGREEMENT RECORDED MARCH 26, 2004 IN BOOK 20040326 AS INSTRUMENT NO. 01305 OF OFFICIAL RECORDS.

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EX-10.67

Exhibit 10.67

FIRST AMENDMENT TO

MASTER DISBURSEMENT AGREEMENT

THIS FIRST AMENDMENT TO MASTER DISBURSEMENT AGREEMENT (this “First Amendment”), dated as of February 22, 2005, 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. and THE BANK OF NOVA SCOTIA, as the Joint Bank Arrangers 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) intends to design, develop, construct, own and operate an approximately 3,000 suite hotel, a gaming facility of approximately 100,000 square feet, a multi-story parking structure and meeting complex (the “Phase II Hotel/Casino”) on certain land and airspace adjacent to the Existing Casino/Resort (the “Phase II Site”), to be integrated with the Existing Casino Resort.

C. Phase II Mall. LCR has leased certain air space within the Phase II Site to Phase II Mall Subsidiary (a direct, wholly-owned subsidiary of Phase II Mall Holding and an indirect, wholly-owned subsidiary of VCR) (the “Phase II Mall Airspace”), has assigned its leasehold interest in certain air space adjacent to the Phase II Site to Phase II Mall Subsidiary (the “Walgreen’s Air Space”) and intends to create certain retail store space within the Phase II Hotel/Casino (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”. Under the terms of that certain Phase II Mall Purchase Agreement between LCR and GGP Limited Partnership, a Delaware limited partnership, which LCR assigned in part to Phase II Mall Holding, LCR and the Phase II Mall Holding are obligated to construct an enclosed mall with retail shops and restaurants of approximately 375,000 net leasable square feet (the “Phase II Mall”) in the Phase II Mall Space.

D. Existing Bank Credit Facility. LVSI, VCR, The Bank of Nova Scotia, as administrative agent, Goldman Sachs Credit Partners L.P., as sole lead arranger and sole bookrunner, each of the other agents and arrangers from time to time party thereto and the financial institutions from time to time party thereto (the “Existing Bank Lenders”) entered into that certain Credit Agreement, dated as of August 20, 2004 (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Existing Bank Credit Agreement”), pursuant to which the Existing Bank Lenders agreed, subject to the terms thereof and hereof, to make extensions of credit to LVSI and VCR, to 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 that certain Bank Subsidiary Guaranty, dated as of August 20, 2004, guaranteed LVSI’s and VCR’s obligations under the Bank Credit Agreement.

E. Phase II Mall Construction Loan Agreement. The Phase II Mall Borrowers, the Phase II Mall Agent, the Phase II Mall Lenders (as defined in the Disbursement Agreement), and the other agents and arrangers party thereto have entered into the Phase II Mall Construction Loan Agreement dated as of September 30, 2004, pursuant to which the Phase II Mall Lenders agreed, subject to the terms thereof and of the Master Disbursement Agreement, 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.

F. Amended and Restated Bank Credit Facility. Concurrently herewith, LVSI, VCR, The Bank of Nova Scotia, as administrative agent (in such capacity, the “Bank Agent”), joint lead arranger and joint bookrunner, Goldman Sachs Credit Partners L.P., as joint lead arranger and joint bookrunner, each of the other agents and arrangers from time to time party thereto, Existing Bank Lenders and other the financial institutions from time to time party thereto (the “Bank Lenders”) have entered into the Amended and Restated Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Amended and Restated Credit Agreement”), pursuant to which the Bank Lenders have agreed, to amend and restate the Existing Bank Credit Agreement in its entirety, providing certain credit facilities to LVSI and VCR, pursuant to which the Bank Lenders agreed, subject to the terms thereof and hereof, to make extensions of credit to LVSI and VCR, to 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.

H. Master Disbursement Agreement. Phase II Mall Borrowers, Bank Agent, Phase II Mall Agent and Disbursement Agent entered into that certain Master Disbursement Agreement dated as of September 30, 2004 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Master Disbursement Agreement”), the purpose of which is to agree upon the procedures for, conditions of and allocation of the disbursement of funds

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related to the development and construction of the Phase II Hotel/Casino and Phase II Mall and certain other purposes.

I. First Amendment. Phase II Mall Borrowers, Bank Agent, Phase II Mall Agent and Disbursement Agent desire to amend the Master Disbursement Agreement as more fully set forth below.

AGREEMENT

NOW, THEREFORE, In consideration of the promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree to amend the Master Disbursement Agreement as follows:

1. Definitions.

1.1 Unless otherwise defined herein, all capitalized terms used herein which are defined in the Disbursement Agreement shall have their respective meanings as used in the Disbursement Agreement or if not defined therein, in the Financing Agreements as in effect on the date hereof, 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 Except as otherwise provided herein or in the Disbursement Agreement, the rules of interpretation set forth in Exhibit A of the Disbursement Agreement shall apply to this First Amendment.

2. Amendments.

2.1 The second sentence of Section 2.3.3 of the Disbursement Agreement is hereby amended and restated in its entirety as follows:

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.B and 2.1.C 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 B Delayed Draw Loan Commitment Termination Date” (as such term is defined in the Bank Credit Agreement) pursuant to the last paragraph of Section 2.1.C 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

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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).

2.2 Clause (i)(A) of Section 2.4.3(a) of the Disbursement Agreement is hereby amended and restated in its entirety as follows:

(A) in the Bank Proceeds Account, in immediately available funds, their Term Loan Facility’s portion of the requested Advance made on the “Term B Delayed Draw Loan Commitment Termination Date” (as such term is defined in the Bank Credit Agreement) pursuant to the last paragraph of Section 2.1.C of the Bank Credit Agreement

2.3 The notice addresses for Bank Arranger and Bank Arranger’s Counsel set forth in Section 10.1 of the Disbursement Agreement are hereby amended and restated in their entirety as follows:

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
and
	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
with a copy to	DLA Piper Rudnick Gray Cary US LLP
Bank Arranger’s Counsel:	333 Market Street, 32nd Floor
	San Francisco, CA 94105
	Attn: Stephen A. Cowan
	Telephone No.: (415) 659-7200
	Facsimile No.: (415) 659-7500

2.4 The following definitions set forth in Exhibit A of the Disbursement Agreement are hereby amended and restated in their entirety:

“Bank Arranger” means Goldman Sachs Credit Partners L.P. and The Bank of Nova Scotia, collectively, in their capacity as joint lead arrangers with respect to the Bank Facilities.

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“Bank Arranger’s Counsel” means DLA Piper Rudnick Gray Cary LLP, acting in its capacity as counsel to Bank Arranger.

“Bank Collateral Account Agreement” means that certain Disbursement Collateral Account Agreement, dated as of August 20, 2004, among LVSI, VCR, LCR, the Disbursement Agent and The Bank of Nova Scotia, as Financial Institution, as amended by that certain First Amendment to Disbursement Collateral Account Agreement, dated as of February 22, 2005, among LVSI, VCR, LCR, the Disbursement Agent and The Bank of Nova Scotia, as Financial Institution, and as the same may be further amended, amended and restated, supplemented, or otherwise modified from time to time.

“Bank Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of February 22, 2005, among LVSI, VCR, the Bank Agent, the Bank Arranger, and the Bank Lenders, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time.

“Bank Deed of Trust (Phase I/I-A)” means that certain Amended and Restated Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of February 22, 2005, made by LVSI and VCR as trustors, to First American Title Insurance Company, as trustee, for the benefit of the Bank Agent, as beneficiary, and as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time.

“Bank Deed of Trust (Phase II)” means that certain Amended and Restated Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of February 22, 2005, made by LCR as trustor, to First American Title Insurance Company, as trustee, for the benefit of the Bank Agent, as beneficiary, and as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time.

“Bank Environmental Indemnity” means that certain Amended and Restated Environmental Indemnity Agreement, dated as of February 22, 2005, among LVSI, VCR, LCR and the Bank Agent for the benefit of the Bank Secured Parties, and as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time.

“Bank Security Agreement” means that certain Amended and Restated Security Agreement, dated as of August 20, 2004, executed by LVSI, VCR and the Guarantors in favor of the Intercreditor Agent on behalf of itself, the Mortgage Notes Indenture Trustee and the Bank Agent, as amended by that certain First Amendment to Amended and Restated Security Agreement, dated as of September 30, 2004, executed by LVSI, VCR and the Guarantors (including LCR) in favor of the Intercreditor Agent on behalf of itself, the Mortgage Notes Indenture Trustee and the Bank Agent and Second Amendment to Amended and

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Restated Security Agreement, dated as of February 22, 2005, executed by LVSI, VCR and the Guarantors (including LCR) in favor of the Intercreditor Agent on behalf of itself, the Mortgage Notes Indenture Trustee and the Bank Agent, and as the same may be further amended, amended and restated, supplemented, or otherwise modified from time to time.

“Bank Subsidiary Guaranty” means that certain Amended and Restated Subsidiary Guaranty, dated as of February 22, 2005, executed by LCR and each other Guarantor in favor of the Bank Agent, and as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time.

“Guarantors” has the meaning given in the Bank Subsidiary Guaranty.

“Revolving Credit Facility” means a revolving loan facility in the amount of $400,000,000 provided under the Bank Credit Agreement.

“Term B Funded Facility” means a term loan facility in the amount of $1,065,000,000 provided under the Bank Credit Agreement.

“Term Loan Facilities” means the Revolving Credit Facility, together with the Term B Delayed Draw Facility, together with the Term B Funded Facility.

“Title Policies” means, collectively, the policies of title insurance issued by the Title Insurer as of the Effective Date, as provided in Section 3.1.14 of the Disbursement Agreement, any additional title insurance policies issued by Title Insurer as provided in Section 3.5.7, 5.11(c) or 5.16 if the Disbursement Agreement, a lender’s A.L.T.A. policy of title insurance, or a commitment to issue such policy, delivered to Bank Agent in the amount of $1,570,000,000, which shall include such endorsements as are required by the Bank Agent and Bank Arranger, be reinsured by such reinsurance as is satisfactory to the Bank Agent and Bank Arranger, be issued by the Title Insurer in form and substance satisfactory to the Bank Agent and Bank Arranger.

2.5 The term “Phase II Mall Reserve Account” in the definition of “Phase II Mall Reimbursement Agreement” in Exhibit A of the Disbursement Agreement is hereby replaced in its entirety by the term “Phase II Mall Sale Reserve Account”.

2.6 The definition “Term A Facility” set forth in Exhibit A of the Disbursement Agreement is hereby removed in its entirety.

2.7 Exhibit S attached to the Disbursement Agreement is hereby deleted and replaced by Exhibit S attached to and incorporated in this Disbursement Amendment.

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3. Miscellaneous. Except as expressly amended hereby, the provisions of the Disbursement Agreement shall remain in full force and effect. This First Amendment 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). The Disbursement Agreement as amended by this First Amendment is ratified, confirmed and approved in all respects. This First Amendment sets forth the entire understanding of the parties in connection with the subject matter hereof. There are no agreements among relating to the Disbursement Agreement other than those set forth in writing and signed by the parties.

[SIGNATURE PAGES FOLLOW]

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EXHIBIT S

MASTER DISBURSEMENT AGREEMENT

[FIRST AMENDMENT TO DISBURSEMENT

AGREEMENT –LCR]

IN WITNESS WHEREOF, the parties have caused this First Amendment 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/    BRADLEY K. SERWIN
				Name:	Bradley K. Serwin
				Title:	General Counsel and Secretary

EXHIBIT S

DISBURSEMENT AGREEMENT

[FIRST AMENDMENT TO DISBURSEMENT

AGREEMENT – Phase II Mall Holding]

PHASE II MALL HOLDINGS, 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/    BRADLEY K. SERWIN
				Name:	Bradley K. Serwin
				Title:	General Counsel and Secretary

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EXHIBIT S

DISBURSEMENT AGREEMENT

[FIRST AMENDMENT TO DISBURSEMENT

AGREEMENT –Phase II Mall Sub]

PHASE II MALL SUBSIDIARY, LLC, a Delaware limited liability company
By:	Phase II Mall Holdings, 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., as Managing Member
				By:	/s/    BRADLEY K. SERWIN
					Name:	Bradley K. Serwin
					Title:	General Counsel and Secretary

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EXHIBIT S

DISBURSEMENT AGREEMENT

[FIRST AMENDMENT TO DISBURSEMENT

AGREEMENT –Scotia]

BANK AGENT:
THE BANK OF NOVA SCOTIA, a Canadian chartered bank
By:	/s/    CHRIS OSBORN
	Name:	Chris Osborn
	Title:	Managing Director

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EXHIBIT S

DISBURSEMENT AGREEMENT

[FIRST AMENDMENT TO DISBURSEMENT

AGREEMENT – Scotia]

PHASE II MALL AGENT:
THE BANK OF NOVA SCOTIA, a Canadian chartered bank
By:	/s/    CHRIS OSBORN
	Name:	Chris Osborn
	Title:	Managing Director

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EXHIBIT S

DISBURSEMENT AGREEMENT

[FIRST AMENDMENT TO DISBURSEMENT

AGREEMENT – Goldman]

BANK ARRANGER:
GOLDMAN SACHS CREDIT PARTNERS L.P., a Bermuda limited partnership
By:	/s/    PAUL EFRON
	Name:	Paul Efron
	Title:	Authorized Signatory

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EXHIBIT S

DISBURSEMENT AGREEMENT

[FIRST AMENDMENT TO DISBURSEMENT

AGREEMENT – Scotia]

BANK ARRANGER:
THE BANK OF NOVA SCOTIA, a Canadian chartered bank
By:	/s/    CHRIS OSBORN
	Name:	Chris Osborn
	Title:	Managing Director

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EXHIBIT S

DISBURSEMENT AGREEMENT

[FIRST AMENDMENT TO DISBURSEMENT

AGREEMENT –Scotia]

DISBURSEMENT AGENT:
THE BANK OF NOVA SCOTIA, a Canadian chartered bank
By:	/s/    CHRIS OSBORN
	Name:	Chris Osborn
	Title:	Managing Director

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EXHIBIT S

DISBURSEMENT AGREEMENT

CONSENT AND AGREEMENT

(                     AGREEMENT)

Dated as of [                    ]

by

[                                                     ]

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CONSENT AND AGREEMENT

This CONSENT AND AGREEMENT ( AGREEMENT) (the “Consent”), dated as of , is executed by                                         , a                                  (the “Undersigned”), [LIDO CASINO RESORT, LLC, a Nevada limited liability company] [OTHER AFFILIATE] (the “Company”), for the benefit of THE BANK OF NOVA SCOTIA (“Scotiabank”) in its capacity as Intercreditor Agent (as defined below).

RECITALS

A. [The Company is a party] [LAS VEGAS SANDS, INC. a Nevada corporation (“LVSI”) and VENETIAN CASINO RESORT, LLC, a Nevada limited liability company (“VCR”) are parties] to (i) that certain Amended and Restated Credit Agreement, dated as of February 22, 2005 (the “Credit Agreement”) by and among [LAS VEGAS SANDS, INC. a Nevada corporation (“LVSI”) and VENETIAN CASINO RESORT, LLC, a Nevada limited liability company (“VCR”),] [LVSI, VCR,] Scotiabank, in its capacity as administrative agent thereunder (the “Administrative Agent”), Goldman Sachs Credit Partners L.P. and the financial institutions from time to time parties thereto as lenders, (ii) that certain Indenture, dated as of June 4, 2002 (the “Indenture”), by and among LVSI, VCR, certain subsidiaries of the Company and U.S. Bank National Association, as the mortgage notes indenture trustee (the “Mortgage Notes Indenture Trustee”) and (iii) that certain Amended and Restated Security Agreement, dated as of August 20, 2004 (as amended, restated and supplemented from time to time, the “Security Agreement”), by and among LVSI, VCR, the subsidiaries of the Company named therein as “Debtors” including [the Company] [Lido Casino Resort, LLC (“LCR”)], and the Intercreditor Agent.

B. Scotiabank has entered into that certain Amended and Restated Intercreditor Agreement dated August 20, 2004, by and among Scotiabank, in its capacity as administrative agent, under that certain Credit Agreement dated as of August 20, 2004 by and among LVSI, VCR, Scotiabank, Goldman Sachs Credit Partners L.P. and the financial institutions from time to time parties thereto as lenders, U.S. Bank National Association, in its capacity as the Mortgage Notes Indenture Trustee under the Indenture, and Scotiabank, in its capacity as the Intercreditor Agent (including any successor to the rights and obligations thereof, the “Intercreditor Agent”), acting on behalf of itself and the secured lenders thereunder (the “Secured Lenders”).

C. The Undersigned and the Company have entered into that certain [                                                     ] Agreement, dated as of [                                ] (as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, the “Contract”[, pursuant to which the Undersigned has agreed, [insert work to be performed under contract] (the “Work”) in connection with the construction of the Phase II “Palazzo” project] [construction contracts only].

D. Pursuant to the Security Agreement, the Company has assigned its interest under the Contract to the Intercreditor Agent on behalf of the Secured Lenders.

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AGREEMENT

NOW THEREFORE, the Undersigned hereby agrees as follows:

1. The Undersigned acknowledges the Company’s transfer, assignment and grant of a security interest under the Security Agreement, and agrees with the Intercreditor Agent for the benefit of the Secured Lenders as follows:

(a) The Intercreditor Agent shall be entitled (but not obligated) to cure any defaults of the Company under the Contract and upon receipt of written notice from the Intercreditor Agent that an Event of Default by the Company or any of its affiliates is outstanding under the Credit Agreement or the Indenture the Undersigned acknowledges that the Intercreditor Agent shall be entitled (but not obligated) to exercise all rights of the Company thereunder (it being understood that following receipt of such notice until further notice from the Intercreditor Agent, the Company will not be entitled to direct the Undersigned under the Contract). The Undersigned agrees to accept such exercise and cure by the Intercreditor Agent and to render all performance due by it under the Contract and this Consent to the Intercreditor Agent or the Secured Lenders. Unless and until it has received notice from the Intercreditor Agent to the contrary, the Undersigned agrees to make all payments to be made by it under the Contract, if any, directly to the Intercreditor Agent for the benefit of the Secured Lenders.

(b) The Undersigned will not, without the prior written consent of the Intercreditor Agent, (i) cancel or terminate the Contract or suspend performance of its services thereunder except as provided in the Contract and in accordance with paragraph 1(c) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Contract, or (iii) amend or modify the Contract in any respect, unless any required approval under the Credit Agreement [and the Disbursement Agreement entered into in connection therewith] [construction contracts only] have been obtained or unless the Company confirms to the Undersigned that such approval is not required [The Undersigned will not approve or enter into any changes in the “Scope of Work” (as such term is defined in the Contract) unless any approvals required under the Disbursement Agreement have been obtained or unless the Company confirms to the Undersigned that such approval is not required.][construction contracts only.] The Undersigned agrees to deliver duplicates or copies of all notices of default received or delivered under or pursuant to the Contract to the Intercreditor Agent promptly upon receipt or delivery, as the case may be, thereof.

(c) The Undersigned will not terminate the Contract on account of any default or breach of the Company thereunder without written notice to the Intercreditor Agent and first providing to the Intercreditor Agent (i) seventy-five (75) days from the date notice of default or breach is delivered to the Intercreditor Agent to cure such default if such default is the failure to pay amounts to the Undersigned which are due and payable under the Contract or (ii) a reasonable opportunity, but not fewer than ninety (90) days, to cure such breach or default if the breach or default cannot be cured by the payment of money to the Undersigned so long as the Intercreditor Agent or its designee shall have commenced to cure the breach or default within such ninety-day period and thereafter diligently pursues such cure to completion and continues to perform any monetary obligations under the Contract and all other obligations under the Contract are performed by the Company or the

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Intercreditor Agent. If possession of the Phase II “Palazzo^” project is necessary to cure such breach or default, and the Intercreditor Agent or its designee(s) or assignee(s) declares the Company in default and commences foreclosure proceedings, the Intercreditor Agent or its designee(s) or assignee(s) will be allowed a reasonable period to complete such proceedings. If the Intercreditor Agent or its designee(s) or assignee(s) are prohibited by any court order or bankruptcy or insolvency proceedings from curing the default or from commencing or prosecuting foreclosure proceedings, the foregoing time periods shall be extended by the period of such prohibition. The Undersigned consents to the transfer of the Company’s interest under the Contract to the Secured Lenders or any of them or another party that is reputable, experienced and/or qualified to own and operate the Phase II “Palazzo” project and with the financial wherewithal (including available financing) to complete the Phase II “Palazzo” project (such other party, an “Acceptable Purchaser”) at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by the Company in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, the Undersigned shall recognize the Secured Lenders or any of them or an Acceptable Purchaser as the applicable party under the Contract (provided that such Secured Lenders or an Acceptable Purchaser assumes the obligations of the Contract under the Contract).

(d) In the event that the Contract is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default which could have been but was not cured by the Intercreditor Agent as provided in paragraph 1(c) above, and if, within forty-five (45) days after such rejection or termination, the Secured Lenders or their successors or assigns shall so request, the Undersigned will execute and deliver to the Secured Lenders a new Contract, which Contract shall be on the same terms and conditions as the original Contract; provided, however, that the Secured Lenders shall be obligated to reimburse the Undersigned for its costs of demobilization and remobilization and reasonable legal fees and expenses and from documented increases in costs resulting from any delay resulting from the procedure set forth in this subparagraph 1(d).

(e) In the event the Secured Lenders or their designee(s) or assignee(s) elect to perform the Company’s obligations under the Contract or to enter into a new Contract as provided in subparagraph (c) or (d) respectively above, the Secured Lenders, their designee(s) and assignee(s), shall have no personal liability to the Undersigned for the performance of such obligations, and the sole recourse of the Undersigned in seeking the enforcement of such obligations shall be to such parties’ interest in the Phase II “Palazzo” project. The foregoing limitation on personal liability is not intended to restrict the Undersigned’s ability to initiate a lawsuit against any Secured Lender (or their designee or assignee) or any Acceptable Purchaser (any such party, a “New Contract Counterparty”) seeking to enforce obligations of the Company under the Contract arising after the date such New Contract Counterparty has assumed the Company’s obligations under the Contract pursuant to a foreclosure, sale or conveyance described in the last sentence of subparagraph (c) above or has entered into a new Contract as provided in subparagraph (d) above and during the time period upon which such New Contract Counterparty is party to the Contract (or such new Contract), but rather to limit the Undersigned’s damages and equitable remedies to such New Contract Counterparty’s interest in the Phase II “Palazzo” project as provided in the foregoing sentence.

(f) In the event the Secured Lenders or their designee(s) or assignee(s)

3

succeed to the Company’s interest under the Contract, the Secured Lenders or their designee(s) or assignee(s) shall cure any defaults for failure to pay amounts owed under the Contract (it being understood that from and after the time that the Secured Lenders or any of them or their designee(s) or assignee(s) succeed to the Company’s interest under the Contract such party shall assume the rights and obligations of the Company thereunder). The Secured Lenders shall have the right to assign all or a pro rata interest in the Contract or a new Contract entered into pursuant to subparagraph (d) to a person or entity to whom the Phase II “Palazzo” project is transferred, so long as such transferee is a Secured Lender or an Acceptable Purchaser provided such transferee assumes the obligations of the Company (or the Secured Lenders) under the Contract. Upon such assignment, the Intercreditor Agent and, if applicable, the Secured Lenders (including their agents and employees) shall be released from any further liability thereunder to the extent of the interest assigned.

(g) The warranties provided by the Undersigned under the Contract shall continue in full force and effect (until the expiration of the warranty periods set forth in the Contract) in the event that the Secured Lenders or their designee(s) or assignee(s) succeed to the Company’s interest in the Contract (whether by foreclosure, sale or other assignment) and upon the further assignment or sale of the Contract by the Secured Lenders or their designee(s) or assignee(s).

(h) The Undersigned hereby assigns to the Company (and [the Company/the Company]’s assigns) all its interest in any subcontracts and purchase orders in excess of $100,000 now existing or hereinafter entered into by the Undersigned for performance of any part of the Undersigned’s obligations under the Contract (the “Subcontracts”). Such assignment shall be effective only upon the occurrence of a breach or default (after the expiration of any applicable cure period) by the Undersigned under the Contract or upon the termination of the Contract, and then only as to those Subcontracts which [the Company/the Company] (or its assigns) at such time accepts in writing. The Undersigned hereby further assigns to [the Company/the Company] (and [the Company/the Company]’s assigns) all of its rights with respect to any warranties under all Subcontracts. Each Subcontract hereinafter entered into by the Undersigned shall contain consent by the subcontractor thereunder to the foregoing assignments set forth in this Section 1(h). [construction contracts only and only to the extent similar language is not already in the Contract itself].

(i) [The Undersigned will cooperate with the Construction Consultant to facilitate performance by the Construction Consultant of its duties under the Disbursement Agreement and the Construction Consultant Engagement Agreement. Without limiting the generality of the foregoing, the Undersigned agrees to (i) after an Event of Default by the Company or its affiliates or at any other time requested by the Construction Consultant, deliver to the Construction Consultant copies of all notices and progress reports delivered to the Company pursuant to the Contract and (ii) meet with the Construction Consultant to discuss the status and progress of construction of the Phase II Project whenever reasonably requested by the Construction Consultant.][construction contracts only].

2. The Undersigned hereby represents, warrants and certifies that:

(a) The execution, delivery and performance by the Undersigned of the

4

Contract and this Consent has been duly authorized by all necessary corporate action, and does not and will not require any further consents or approvals which have not been obtained, or violate any provision of any law, regulation, order, judgment, injunction or similar matters or breach any agreement presently in effect with respect to or binding on the Undersigned.

(b) This Consent and the Contract are legal, valid and binding obligations of the Undersigned, enforceable against the Undersigned in accordance with their respective terms, except (i) as enforceability may be limited by bankruptcy, insolvency, reorganization, moratoriums or similar laws affecting the enforcement of creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court which any proceeding thereof may be brought.

(c) All government approvals necessary for the execution, delivery and performance by the Undersigned of its obligations under the Contract have been obtained and are in full force and effect (it being understood that “government approvals” does not include any approvals that have been, or are to be, pursuant to the Contract, obtained by parties other than the Undersigned, if any).

(d) The Undersigned has delivered to the Intercreditor Agent a true and correct copy of the Contract including all amendments and modifications thereto, up to the date hereof. As of the date hereof, the Contract is in full force and effect and constitutes the only agreement between the Undersigned and the Company with respect to the matters and interest described therein.

(e) The Undersigned has fulfilled all of its obligations under the Contract to the date hereof. To the Undersigned’s knowledge, the Company has fulfilled all of its obligations under the Contract to the date hereof and there are no breaches or unsatisfied conditions presently existing (or which would exist after the passage of time and/or giving of notice) that would allow the Undersigned to terminate the Contract.

(f) As of the date hereof, all of the representations and warranties set forth in the Contract are true and correct in all material respects and the Undersigned hereby confirms each such representation and warranty with the same effect as if set forth in full herein. Since the date that the Contract was entered into, there has been no material adverse change in the condition of the Undersigned and no other facts or circumstances have come to the Undersigned’s attention that could materially and adversely affect the Undersigned’s ability to perform under the Contract.

5

3. All Notices required or permitted hereunder shall be in writing and shall be effective (a) upon receipt if hand delivered, (b) upon receipt if sent by facsimile and (c) if otherwise delivered, upon the earlier of receipt or two (2) Business Days after being sent registered or certified mail, return receipt requested, with proper postage affixed thereto, or by private courier or delivery service with charges prepaid, and addressed as specified below:

If to the Undersigned:

____________________

____________________

____________________

Telecopy No.: __________

Telephone No.: __________

with a copy to:

If to the Intercreditor Agent:

The Bank of Nova Scotia

580 California Street, 21st Floor

San Francisco, CA 94104

Attn: Alan Pendergast

Telecopy No.: (415) 616-4155

Telephone No.: (415) 397-0791

with a copy to:

The Bank of Nova Scotia

Loan Administration

600 Peachtree Street, NE

Atlanta, GA 30308

Attn: Robert Ivy

Telecopy No.: (404) 888-8998

Telephone No.: (404) 877-1595

If to the Company:

[Lido Casino Resort, LLC]

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attn: General Counsel

Telecopy No.: (702) 414-4421

Telephone No.: (702) 414-4409

4. (a) Subject to the terms of Section 4(b) below, this Consent shall be binding upon and inure to the benefit of the Undersigned, the Intercreditor Agent, the Company, the Secured Lenders, and their respective successors, transferees and assigns (including without limitation, any entity that refinances all or any portion of the obligations of LVSI and the Company under the Credit Agreement or the Indenture). The Undersigned agrees to confirm such continuing obligation in writing upon the reasonable request of the Company, the Intercreditor Agent, the Secured Lenders or any of their respective successors, transferees or assigns. No termination, amendment, variation or waiver of any provisions of this Consent shall be effective unless in writing and signed by the Undersigned, the Intercreditor Agent and the Company. This Consent shall be governed by the internal laws of the State of New York, without reference to principles of conflict of laws (other than Section 5-1401 of the New York General Obligation’s Law). Any dispute arising under the Consent shall be

6

litigated in the state or federal courts of the State of New York, and the Undersigned consents to personal jurisdiction in New York with respect to any claims or disputes in connection with the foregoing. Nothing contained herein is intended to alter the selection of Nevada as the forum for disputes arising under the Contract.

(b) Until such time as (i) the obligations of the LVSI and VCR and their restricted subsidiaries under the Credit Agreement and the other loan documents entered into in connection therewith have been indefeasibly paid in full and (ii) the appointment of the Intercreditor Agent terminates and all duties, rights and remedies vested in the Intercreditor Agent vest in the Mortgage Notes Indenture Trustee pursuant to Section [14.4] of the Security Agreement, the Intercreditor Agent shall exercise any rights or remedies of the Secured Lenders under this Consent. From and after such time as items (i) and (ii) above have occurred, the Mortgage Notes Indenture Trustee shall be entitled to exercise any rights or remedies of the Secured Lenders under this Consent.

5. This Consent may be executed in one or more duplicate counterparts, and when executed and delivered by all the parties listed below, shall constitute a single binding agreement.

6. All references in this Consent to any document, instrument or agreement (a) shall include all exhibits, schedules and other attachments thereto, (b) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (c) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time.

7

IN WITNESS WHEREOF, the Undersigned, by its officer thereunto duly authorized, has duly executed this Consent as of the date first set forth above.

By:
	Name:
	Title:

Accepted and agreed to:
THE BANK OF NOVA SCOTIA, as Intercreditor Agent for the Secured Lenders
By:
	Name:
	Title:

[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:
			Name:
			Title:

8

EXHIBIT A

TRADE CONTRACTS

EX-10.68

Exhibit 10.68

SECOND AMENDMENT TO

AMENDED AND RESTATED SECURITY AGREEMENT

This SECOND AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT (this “Second Amendment”), dated as of February 22, 2005, is entered into by and between LAS VEGAS SANDS, INC., a Nevada corporation (“LVSI”), VENETIAN CASINO RESORT, LLC, a Nevada limited liability company (“Venetian”), and each Subsidiary Guarantor (as defined below) from time to time a party to this Agreement (individually each a “Debtor” and collectively, “Debtors”), and THE BANK OF NOVA SCOTIA, a Canadian chartered bank (“Scotiabank”), in its capacity as the Intercreditor Agent under the Intercreditor Agreement (as defined below) (in such capacity, “Intercreditor Agent”) for and on behalf of (i) each Bank Secured Party (as defined below), (ii) U.S. Bank National Association, a national banking association, as the trustee (the “Mortgage Notes Indenture Trustee”) for and on behalf of the Mortgage Note Holders (individually, each a “Mortgage Note Secured Party” and together, the “Mortgage Note Secured Parties”) under the Mortgage Notes Indenture (as defined below) and (iii) the Intercreditor Agent.

RECITALS

A. Existing Casino Resort. LVSI and Venetian own and operate a Venetian-themed hotel, casino, retail, meeting and entertainment complex (the “Existing Casino Resort”) 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.

B. Existing Credit Facility. LVSI, Venetian, Scotiabank, as administrative agent, joint lead arranger and joint bookrunner, Goldman Sachs Credit Partners L.P., as syndication agent, joint lead arranger and joint bookrunner, and the lenders from time to time party thereto entered into that certain Credit Agreement, dated as of June 4, 2002, pursuant to which such lenders agreed, subject to the terms thereof, to provide certain credit facilities to LVSI and Venetian.

C. Phase II Hotel/Casino. Lido Casino Resort, LLC, a Nevada limited liability company (“LCR”), an indirect, wholly-owned subsidiary of LVSI and VCR, intends to design, develop, construct, own and operate an approximately 3,000 suite hotel, a gaming facility of approximately 100,000 square feet, a multi-story parking structure and meeting complex (the “Phase II Hotel/Casino”) on certain land and airspace adjacent to the Existing Casino/Resort, to be integrated with the Existing Casino Resort. The Phase II Hotel/Casino will also be integrated with an enclosed mall with retail shops and restaurants of approximately 375,000 net leasable square feet (the “Phase II Mall”).

D. Existing Bank Credit Facility. LVSI, Venetian, Scotiabank, as administrative agent, Goldman Sachs Credit Partners L.P., as sole lead arranger and sole bookrunner, each of the other agents and arrangers from time to time party thereto and the financial institutions from

time to time party thereto (the “Existing Bank Lenders”) have entered into the Credit Agreement, dated as of August 20, 2004 (the “Existing Bank Credit Agreement”), pursuant to which the Bank Lenders agreed, subject to the terms thereof and hereof, to make extensions of credit to LVSI and Venetian. The Subsidiary Guarantors have guaranteed LVSI and Venetian’s obligations under the Existing Bank Credit Agreement.

E. Mortgage Notes Indenture. LVSI, Venetian, certain guarantors named therein and the Mortgage Notes Indenture Trustee entered into the Mortgage Notes Indenture, dated as of June 4, 2002 (the “Mortgage Notes Indenture”), pursuant to which LVSI and Venetian issued the Mortgage Notes.

F. Intercreditor Agreement. The Intercreditor Agent, the Bank Agent and the Mortgage Notes Indenture Trustee have entered into the Amended and Restated Intercreditor Agreement, dated as of August 20, 2004 (as amended, amended and restated, supplemented or otherwise modified, from time to time, the “Intercreditor Agreement”), which sets forth certain agreements among such lenders with respect to the priority of the liens created hereunder, the enforcement of remedies and the allocation of the proceeds of any realization upon the Collateral (as defined below).

G. Amended and Restated Bank Credit Facility. Concurrently herewith, LVSI, Venetian, Scotiabank, as administrative agent (in such capacity, the “Bank Agent”), joint lead arranger and joint bookrunner, Goldman Sachs Credit Partners L.P., as joint lead arranger and joint bookrunner, each of the other agents and arrangers from time to time party thereto, certain Existing Bank Lenders and other the financial institutions from time to time party thereto (the “Bank Lenders”) have entered into the Amended and Restated Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Amended and Restated Credit Agreement”), pursuant to which the Bank Lenders have agreed, to amend and restate the Existing Bank Credit Agreement in its entirety. The Subsidiary Guarantors have guaranteed LVSI and Venetian’s obligations under the Amended and Restated Credit Agreement.

H. Security Agreement. Debtors and the Intercreditor Agent have entered into the Amended and restated Security Agreement, dated as of August 20, 2004 (as amended by that certain First Amendment to Amended and Restated Security Agreement entered into by Debtors and Intercreditor Agent and dated as of September 30, 2004 (the “Security Agreement”).

I. Second Amendment. Debtors and Intercreditor Agent desire to amend the Security Agreement as more fully set forth below.

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 to amend the Security Agreement as follows:

1. Definitions.

1.1 Unless otherwise defined herein, all capitalized terms used herein which are defined in the Security Agreement shall have their respective meanings as used in the

2

Security Agreement or if not defined therein, in the Amended and Restated Credit Agreement as in effect on the date hereof. The rules of interpretation contained in the Amended and Restated Credit Agreement as in effect on the date hereof shall apply to the Second Amendment.

1.2 Unless otherwise defined herein, in the Security Agreement or in the Amended and Restated Credit Agreement or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Second Amendment (whether or not capitalized herein), including its preamble and recitals, with such meanings.

2. Amendments.

2.1 Section 1.9 of the Security Agreement is hereby amended and restated in its entirety as follows:

“‘Credit Agreement’ means that certain Amended and Restated Credit Agreement (as modified, amended or supplemented from time to time, the “Credit Agreement”) dated as of February 22, 2005 entered into by LVSI, VCR, The Bank of Nova Scotia, in its capacity as Administrative Agent and as joint lead arranger and joint bookrunner, Goldman Sachs Credit Partners L.P., as syndication agent, joint lead arranger and joint bookrunner, and Commerzbank AG, The CIT Group\Equipment Financing, Inc. and Wells Fargo Foothill, Inc., as documentation agents, and the financial institutions from time to time party thereto.”

2.2 Section 1.35 of the Security Agreement is hereby amended and restated in its entirety as follows:

“Unless otherwise defined herein, all capitalized terms used herein which are defined in the Credit Agreement shall have their respective meanings as used in the Credit Agreement as in effect on the Closing Date. The rules of interpretation contained in the Credit Agreement as in effect on the Closing Date shall apply to this Agreement.”

2.3 The last paragraph of Section 2.1 of the Security Agreement is hereby amended and restated in its entirety as follows:

“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 LVSI, Venetian, any of their Subsidiaries or any other Person held by LVSI, Venetian or any of their Subsidiaries, (ii) the Phase II Mall Purchase Agreement or the Phase II Mall PA Assignment; (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 Intercreditor Agent or any Secured Party to be licensed, qualified or found suitable by an applicable Nevada Gaming Authority, (iv) any contracts, contract rights, permits or general intangibles, which by their terms or the operation of law prohibit or do not

3

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, (v) any property or assets for so long as such property or assets are subject to a Lien or Liens on Specified FF&E securing obligations in respect of an FF&E Facility, (vi) the Secured Mortgage Note dated October 19, 2004, made by Wonderland Greyhound Park Realty LLC to VCR, as amended by the First Amendment to Secured Mortgage Note dated January 16, 2005 and the related mortgage and security agreement, and (vii) any property or assets for so long as such assets are subject to a Lien permitted under clauses (ii), (xxi), (xxiii)(b), (xxiv), (xxv) or (xxviii) of the definition of Permitted Liens contained in the Credit Agreement (collectively, the “Excluded Collateral”).”

2.4 Section 5.4 of the Security Agreement is hereby amended and restated in its entirely as follows:

“Unless waived in writing by the Intercreditor Agent, such Debtor shall give the Intercreditor Agent at least forty-five days’ notice (or thirty days’ notice in the case of a conversion of LVSI into a limited liability company or partnership) 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 Intercreditor Agent to maintain a prior perfected security interest in the Collateral.”

2.5 Exhibit A attached to the Security Agreement is hereby deleted and replaced by Exhibit A attached to and incorporated in this Second Amendment.

2.6 The Annexes attached to the Security Agreement are hereby supplemented by the Annex Supplements attached to this Second Amendment.

3. Representations and Warranties. Each Debtor represents and warrants that that representations and warranties made by it as a Debtor under the Security Agreement as a Debtor thereunder are true and correct as of the date hereof.

4. Miscellaneous. Except as expressly amended hereby, the provisions of the Security Agreement shall remain in full force and effect. Subject to the application of Nevada Gaming Laws, this Second Amendment, including all matters of construction, validity, performance 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).

[SIGNATURE PAGES FOLLOW]

4

[SECOND AMENDMENT TO AMENDED AND

RESTATED SECURITY AGREEMENT - LVSI]

IN WITNESS WHEREOF, each of the undersigned has caused this Second Amendment to Amended and restated Security Agreement to be duly executed and delivered as of the day and year first written above.

DEBTORS:
LAS VEGAS SANDS, INC.,
a Nevada corporation
By:	/s/    BRADLEY K. SERWIN
Name:	Bradley K. Serwin
Title:	General Counsel

S - 1

[SECOND AMENDMENT TO AMENDED AND

RESTATED SECURITY AGREEMENT - VCR]

VENETIAN CASINO RESORT, LLC,
a Nevada limited liability company
By:	Las Vegas Sands, Inc., as Managing Member
	By:	/s/    BRADLEY K. SERWIN
	Name:	Bradley K. Serwin
	Title:	General Counsel

S - 2

[SECOND AMENDMENT TO AMENDED AND

RESTATED SECURITY AGREEMENT –

Mall Intermediate Holding]

MALL INTERMEDIATE HOLDING COMPANY, LLC,
a Delaware limited liability company
By:	Venetian Casino Resort, LLC, as Managing Member
	By:	Las Vegas Sands, Inc., as Managing Member
	By:	/s/    BRADLEY K. SERWIN
	Name:	Bradley K. Serwin
	Title:	General Counsel

S - 3

[SECOND AMENDMENT TO AMENDED AND

RESTATED SECURITY AGREEMENT -

Lido Intermediate Holding]

LIDO INTERMEDIATE HOLDING COMPANY, LLC,
a Delaware limited liability company
By:	Venetian Casino Resort, LLC, as Managing Member
	By:	Las Vegas Sands, Inc., as Managing Member
	By:	/s/    BRADLEY K. SERWIN
	Name:	Bradley K. Serwin
	Title:	General Counsel

S - 4

[SECOND AMENDMENT TO AMENDED AND

RESTATED SECURITY AGREEMENT -

Venetian Venture Development]

VENETIAN VENTURE DEVELOPMENT, LLC,
a Nevada limited liability company
By:	Venetian Casino Resort, LLC, as Managing Member
	By:	Las Vegas Sands, Inc., as Managing Member
	By:	/s/    BRADLEY K. SERWIN
	Name:	Bradley K. Serwin
	Title:	General Counsel

S - 5

[SECOND AMENDMENT TO AMENDED AND

RESTATED SECURITY AGREEMENT -

Venetian Operating]

VENETIAN OPERATING COMPANY LLC,
a Nevada limited liability company
By:	Venetian Casino Resort, LLC, as Managing Member
	By:	Las Vegas Sands, Inc., as Managing Member
	By:	/s/    BRADLEY K. SERWIN
	Name:	Bradley K. Serwin
	Title:	General Counsel

S - 6

[SECOND AMENDMENT TO AMENDED AND

RESTATED SECURITY AGREEMENT -

Venetian Marketing]

VENETIAN MARKETING, INC.,
a Nevada corporation
By:	/s/    BRADLEY K. SERWIN
Name:	Bradley K. Serwin
Title:	Secretary

S - 7

[SECOND AMENDMENT TO AMENDED AND

RESTATED SECURITY AGREEMENT -

Venetian Transport]

VENETIAN TRANSPORT LLC,
a Delaware limited liability company
By:	Las Vegas Sands, Inc., as Managing Member
By:	/s/    BRADLEY K. SERWIN
Name:	Bradley K. Serwin
Title:	General Counsel

S - 8

[SECOND AMENDMENT TO AMENDED AND

RESTATED SECURITY AGREEMENT - LCR]

LIDO CASINO RESORT, LLC,
a Nevada limited liability company
By:	Lido Intermediate Holding Company, LLC, as Managing Member
	By:	Venetian Casino Resort, LLC, as Managing Member
		By:	Las Vegas Sands, Inc., as Managing Member
		By:	/s/    BRADLEY K. SERWIN
		Name:	Bradley K. Serwin
		Title:	General Counsel

S - 9

[SECOND AMENDMENT TO AMENDED AND

RESTATED SECURITY AGREEMENT - Scotia]

THE INTERCREDITOR AGENT:
THE BANK OF NOVA SCOTIA,
a Canadian chartered bank,
as the Intercreditor Agent
By:	/s/    CHRIS OSBORN
	Name:	Chris Osborn
	Title:	Managing Director

Notice Address:	The Bank of Nova Scotia
	580 California Street Suite 2100 San Francisco, CA 94104
Attention:	Alan Pendergast
Facsimile Number:	(415) 397-0791
with a copy to:	The Bank of Nova Scotia 600 Peachtree Street, N.E. Atlanta, GA 30308
Attention:	Hilma Gabbidon and Vicki Gibson
Facsimile Number:	(404) 888-8998

S - 10

EXHIBIT A

to Security Agreement

SUPPLEMENT TO

SECURITY AGREEMENT

This SUPPLEMENT, dated as of                              ,              (this “Supplement”), is to the Amended and Restated Security Agreement, dated as of August 20, 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 (“Scotiabank”), as intercreditor agent (together with its successor(s) thereto in such capacity, the “Intercreditor Agent”) for each of the Secured Parties.

W I T N E S S E T H :

WHEREAS, pursuant to a Amended and Restated Credit Agreement, dated as of February 22, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Las Vegas Sands, Inc., a Nevada corporation (“LVSI”), Venetian Casino Resort, LLC, a Nevada limited liability company (“Venetian”), Scotiabank, as administrative agent (in such capacity, the “Bank Agent”), joint lead arranger and joint bookrunner, Goldman Sachs Credit Partners L.P., as joint lead arranger and joint bookrunner, each of the other agents and arrangers from time to time party thereto and the financial institutions from time to time party thereto (the “Bank Lenders”), the Lenders and the Issuing Lenders have extended Commitments to make Credit Extensions to the Borrower;

WHEREAS, LVSI, Venetian, certain guarantors named therein and the Mortgage Notes Indenture Trustee have entered into the Mortgage Notes Indenture pursuant to which LVSI and Venetian issued the Mortgage Notes;

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 Credit 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 Intercreditor 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.

* * * * *

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered by its Authorized Officer as of the date first above written.

[NAME OF ADDITIONAL SUBSIDIARY]
By:
	Name:
	Title:
[NAME OF ADDITIONAL SUBSIDIARY]
By:
	Name:
	Title:

ACCEPTED AND AGREED FOR ITSELF AND ON BEHALF OF THE SECURED PARTIES:
THE BANK OF NOVA SCOTIA, as Intercreditor Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

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ANNEXES

[DEBTOR TO USE ANNEXES FROM SECURITY AGREEMENT]

EX-10.69

Exhibit 10.69

FIRST AMENDMENT TO

DISBURSEMENT COLLATERAL ACCOUNT AGREEMENT

This FIRST AMENDMENT TO DISBURSEMENT COLLATERAL ACCOUNT AGREEMENT (this “First Amendment”) is dated as of February 22, 2005, and entered into by and among LAS VEGAS SANDS, INC., a Nevada corporation (“LVSI”), VENETIAN CASINO RESORT, LLC, a Nevada limited liability company (“VCR”), LIDO CASINO RESORT, LLC, a Nevada limited liability company (“LCR”, and jointly and severally with LVSI and VCR, “Pledgor”), THE BANK OF NOVA SCOTIA, as custodian and in its capacity as a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC (in such capacities, the “Financial Institution”), and THE BANK OF NOVA SCOTIA, a Canadian chartered bank, in its capacity as the Intercreditor Agent under the Intercreditor Agreement (as defined below) (in such capacity, “Intercreditor Agent”) for and on behalf of (i) each Mortgage Note Secured Party (as defined below), (ii) U.S. Bank National Association, a national banking association, as the trustee (the “Mortgage Notes Indenture Trustee”) for and on behalf of the Mortgage Note Holders (individually, each a “Mortgage Note Secured Party” and together, the “Mortgage Note Secured Parties”) under the Mortgage Notes Indenture (as defined below) and (iii) the Intercreditor Agent.

PRELIMINARY STATEMENTS

A. The Phase II Project. LCR proposes to develop, construct and operate the Phase II Project at the Site adjoining the Existing Facility.

B. Existing Credit Agreement. LVSI, VCR, The Bank of Nova Scotia, as administrative agent, Goldman Sachs Credit Partners L.P., as sole lead arranger and sole bookrunner, each of the other agents and arrangers from time to time party thereto and the financial institutions from time to time party thereto (the “Existing Bank Lenders”) entered into that certain Credit Agreement, dated as of August 20, 2004 (the “Existing Credit Agreement”), pursuant to which the Existing Bank Lenders agreed, subject to the terms thereof, to provide agreed, subject to the terms thereof and hereof, to make extensions of credit to LVSI and VCR, jointly and severally, in an aggregate amount and for purposes specified therein.

C. Mortgage Notes Indenture. LVSI, Venetian, certain guarantors named therein and the Mortgage Notes Indenture Trustee entered into the Mortgage Notes Indenture, dated as of June 4, 2002 (the “Mortgage Notes Indenture”), pursuant to which LVSI and Venetian issued the Notes (referred to therein).

D. Capacity and Obligations of Intercreditor Agent. The Intercreditor Agent, the Bank Agent (as defined in the Existing Credit Agreement) and the Mortgage Notes Indenture Trustee

have entered into the Amended and Restated Intercreditor Agreement, dated as of August 20, 2004 (as amended, amended and restated, supplemented or otherwise modified, from time to time, the “Intercreditor Agreement”), which sets forth certain agreements among such lenders with respect to the priority of the liens created hereunder, the enforcement of remedies and the allocation of the proceeds of any realization upon collateral.

E. Amended and Restated Bank Credit Facility. Concurrently herewith, LVSI, Venetian, The Bank of Nova Scotia, as administrative agent (in such capacity, the “Bank Agent”), joint lead arranger and joint bookrunner, Goldman Sachs Credit Partners L.P., as joint lead arranger and joint bookrunner, each of the other agents and arrangers from time to time party thereto and the financial institutions from time to time party thereto (the “Bank Lenders”) have entered into the Amended and Restated Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Amended and Restated Credit Agreement”), pursuant to which the parties thereto have agreed to amend and restate the Existing Credit Agreement in its entirety. The Subsidiary Guarantors (as defined in the Amended and Restated Credit Agreement) have guaranteed LVSI and Venetian’s obligations under the Amended and Restated Credit Agreement.

F. Collateral Account Agreement. Pledgor, Financial Institution and Intercreditor Agent have entered into that certain Disbursement Collateral Account Agreement dated as of September 30, 2004 (and as further amended, supplemented, amended and restated or otherwise modified from time to time, the “Collateral Account Agreement”).

G. First Amendment. Pledgor, Financial Institution and Intercreditor Agent desire to amend the Collateral Account Agreement as more fully set forth below.

NOW, THEREFORE, in consideration of the promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Pledgor, Financial Institution and Intercreditor Agent hereby agree to amend the Collateral Account Agreement as follows:

1. Definitions.

1.1 Unless otherwise defined herein, all capitalized terms used herein which are defined in the Collateral Account Agreement shall have their respective meanings as used in the Collateral Account Agreement or if not defined therein, in the Amended and Restated Credit Agreement as in effect on the date hereof. The rules of interpretation contained in the Amended and Restated Credit Agreement as in effect on the date hereof shall apply to the First Amendment.

1.2 Unless otherwise defined herein, in the Collateral Account Agreement or in the Amended and Restated Credit Agreement or the context otherwise requires, terms for which meanings are provided in Articles 8 and 9 of the UCC are used in this First Amendment (whether or not capitalized herein), including its preamble and recitals, with such meanings.

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2. Amendments.

2.1 The recital set forth in Preliminary Statement B of the Collateral Account Agreement is hereby amended in its entirety as follows:

“B. Credit Agreement. LVSI, VCR, the Administrative Agent, the Syndication Agent and the Lenders have entered into a Credit Agreement dated as of August 20, 2004 (the “Existing Credit Agreement”) pursuant to which the Lenders have agreed, subject to the terms thereof, to provide Credit Extensions to LVSI and VCR, jointly and severally, in an aggregate amount and for purposes specified therein.”

2.2 The following definition is hereby added to Section 1 of the Collateral Account Agreement:

“‘Credit Agreement’ means that certain Amended and Restated Credit Agreement (as modified, amended or supplemented from time to time, the “Credit Agreement”) dated as of February 22, 2005 entered into by LVSI, VCR, The Bank of Nova Scotia, in its capacity as Administrative Agent and as joint lead arranger and joint bookrunner, Goldman Sachs Credit Partners L.P., as syndication agent, joint lead arranger and joint bookrunner, and Commerzbank AG, The CIT Group\Equipment Financing, Inc. and Wells Fargo Foothill, Inc., as documentation agents, and the financial institutions from time to time party thereto.”

2.3 In Section 2 of the Collateral Account Agreement, the designations of the accounts described therein are hereby deleted and the designations set forth below substituted in place thereof:

2.3.1 In subsection 2(a), “Account number 03036-15, The Bank of Nova Scotia, as Administrative Agent under the Amended and Restated Credit Agreement, Bank Proceeds Account.”

2.3.2 In subsection 2(b), “Account number 03047-17; The Bank of Nova Scotia, as Administrative Agent under the Amended and Restated Credit Agreement, Disbursement Account.”

2.3.3 In subsection 2(c), “Account number 03048-16, The Bank of Nova Scotia, as Administrative Agent under the Amended and Restated Credit Agreement, Phase II Hotel/Casino Cash Management Account.”

2.3.4 In subsection 2(d), “Account number 03044-17, The Bank of Nova Scotia, as Administrative Agent under the Amended and Restated Credit Agreement, Phase II Hotel/Casino Equity Account.”

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2.3.5 In subsection 2(e), “Account number 03050-14, The Bank of Nova Scotia, as Administrative Agent under the Amended and Restated Credit Agreement, Supplemental Hotel/Casino Cash Account.”

2.3.6 In subsection 2(f), “Sub-account number 03051-11, The Bank of Nova Scotia, as Administrative Agent under the Amended and Restated Credit Agreement, Supplemental Hotel/Casino Cash Account - Free Cash Flow Sub Account.”

3. Miscellaneous. Except as expressly amended hereby, the provisions of the Collateral Account Agreement shall remain in full force and effect. This First Amendment shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the state of New York, without regard to conflicts of laws principles. Regardless of any provision in any other agreement, for purposes of the UCC, with respect to each Collateral Account New York shall be deemed to be the bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). The Collateral Account Agreement as amended by this First Amendment is ratified, confirmed and approved in all respects.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly executed by their officers thereunto duly authorized as of the day and year first above written.

[FIRST AMENDMENT TO DISBURSEMENT

COLLATERAL ACCOUNT AGREEMENT – LVSI]

PLEDGOR:
LAS VEGAS SANDS, INC., a Nevada corporation
By:	/s/    BRADLEY K. SERWIN
	Name:	Bradley K. Serwin
	Title:	General Counsel and Secretary

S - 1

[FIRST AMENDMENT TO DISBURSEMENT

COLLATERAL ACCOUNT AGREEMENT – VCR]

VENETIAN CASINO RESORT, LLC, a Nevada limited liability company
By:	LAS VEGAS SANDS INC., its managing member
	By:	/s/    BRADLEY K. SERWIN
	Name:	Bradley K. Serwin
	Title:	General Counsel and Secretary

S - 2

[FIRST AMENDMENT TO DISBURSEMENT

COLLATERAL ACCOUNT AGREEMENT – LCR]

LIDO CASINO RESORT, LLC, a Nevada limited liability company
By:	LIDO INTERMEDIATE HOLDING COMPANY, LLC, its managing member
	By:	VENETIAN CASINO RESORT, LLC, its managing member
		By:	LAS VEGAS SANDS, INC., its managing member
			By:	/s/    BRADLEY K. SERWIN
			Name:	Bradley K. Serwin
			Title:	General Counsel and Secretary

S - 3

[FIRST AMENDMENT TO DISBURSEMENT

COLLATERAL ACCOUNT AGREEMENT – Scotia

FINANCIAL INSTITUTION:
THE BANK OF NOVA SCOTIA, a Canadian chartered bank
By:	/s/    CHRIS OSBORN
	Name:	Chris Osborn
	Title:	Managing Director

S - 4

[FIRST AMENDMENT TO DISBURSEMENT

COLLATERAL ACCOUNT AGREEMENT – Scotia]

INTERCREDITOR AGENT:
THE BANK OF NOVA SCOTIA, a Canadian chartered bank, as Intercreditor Agent
By:	/s/    CHRIS OSBORN
	Name:	Chris Osborn
	Title:	Managing Director

S - 5

EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION

I, Sheldon G. Adelson, certify that:

1. I have reviewed this quarterly report of Las Vegas Sands Corp.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

(c) Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably

[Section 302 Certification]

likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 16, 2005

/s/ Sheldon G. Adelson

Sheldon G. Adelson

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION

I, Scott Henry, certify that:

1. I have reviewed this quarterly report of Las Vegas Sands Corp.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

(c) Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably

[Section 302 Certification]

likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 16, 2005

/s/ Scott Henry

Scott Henry

Chief Financial Officer

EX-32.1

Exhibit 32.1

In connection with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 as filed by Las Vegas Sands Corp. with the Securities and Exchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las Vegas Sands Corp.

Date: May 16, 2005
By:	/s/ Sheldon G. Adelson
	Sheldon G. Adelson
	Chief Executive Officer

EX-32.2

Exhibit 32.2

In connection with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 as filed by Las Vegas Sands Corp. with the Securities and Exchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las Vegas Sands Corp.

Date: May 16, 2005
By:	/s/ Scott D. Henry
	Scott D. Henry
	Chief Financial Officer