Exhibit 10.59


Execution Copy


ENVIRONMENTAL
INDEMNITY


THIS
ENVIRONMENTAL INDEMNITY AGREEMENT (this “Indemnity”) is entered into as of the 30th
day of September, 2004, by PHASE II MALL HOLDING, LLC, a Nevada limited
liability company (“Phase II Mall Subsidiary Holding”), PHASE
II MALL SUBSIDIARY, LLC, a Delaware limited liability company (“Phase II
Mall Subsidiary”), LAS VEGAS SANDS, INC., a Nevada corporation (“LVSI”),
LIDO CASINO RESORT, LLC, a Nevada limited liability company (“LCR”)
and VENETIAN CASINO RESORT, LLC, a Nevada limited liability company (“VCR”,
jointly and severally with Phase II Mall Subsidiary Holding, Phase II Mall
Subsidiary, LVSI and LCR, the “Indemnitors”), to and for the benefit of
THE BANK OF NOVA SCOTIA, as administrative agent (the “Administrative Agent”) for
itself and the other agents and lenders under the Construction Loan Agreement
referred to below.


W I T N E S S E T H:


A.            Pursuant
to the Construction Loan Agreement dated as of even date herewith (as modified,
amended or supplemented from time to time, the “Construction Loan Agreement”)
by and between the Administrative Agent, as administrative agent, sole lead
arranger and sole bookrunner, Sumitomo Mitsui Banking Corporation (“Sumitomo”),
as syndication agent (the Administrative Agent, Sumitomo and any other agent
appointed under the Construction Loan Agreement, each an “Agent” and together the “Agents”)
the financial institutions from time-to-time party thereto (the “Lenders”),
and Phase II Mall Subsidiary Holding and Phase II Mall Subsidiary, as borrowers
(the “Borrowers”), Lenders have agreed to make loans (the “Loans”) to the Borrowers,
which Loans are to be secured by, among other things, (i) that certain Deed of
Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security
Agreement and Fixture Filing, of even date herewith executed by the Borrowers,
as trustors, to First American Title Insurance Company, as trustee, in favor of
the Administrative Agent on behalf of the Lenders, as beneficiary (the “Deed of
Trust”) and (ii) such other deeds of trust that may be entered
into by the Borrowers for the benefit of Administrative Agent on behalf of the
Lenders, (together with the Deed of Trust, 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”).


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


C.            It is in the best interests of the
Indemnitors to execute this Indemnity and such other Loan Documents inasmuch as
each Indemnitor will derive substantial benefits from the Loans being made
available to the Borrowers.


D.            The
obligations of the Indemnitors hereunder are unsecured obligations of each
Indemnitor.


NOW,
THEREFORE, in consideration of the foregoing and other valuable consideration,
the receipt of which is hereby acknowledged, each Indemnitor covenants and
agrees to and for the benefit of the Agents and the Lenders 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 an Indemnitor 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 an
Indemnitor, any employees, agents, contractors or subcontractors of an
Indemnitor 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.


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 


 


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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)           “Loan
Document” is defined in the Construction Loan Agreement.


(f)            “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.


2.                                       Environmental
Indemnification by the Indemnitors.


(a)           Each
Indemnitor 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 Indemnitors 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
Indemnitors, whether on account of any potential defenses that an Indemnitor
may have to its obligations under this Indemnity or otherwise, and in 


 


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such event the reasonable fees and expenses of the Indemnified
Party’s independent counsel shall be paid by the Indemnitors.


(c)           Subject
to the last sentence of Section 1(a) above, each Indemnitor’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 Indemnitors’ obligations hereunder, nor shall
any Indemnified Party be deemed to have permitted or acquiesced in any Release
or any breach of an Indemnitor’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 Indemnitors made herein or in connection with any indebtedness secured by
the Deeds of Trust, irrespective of whether any Indemnitor 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)           Phase
II Mall Subsidiary, Phase II Mall Subsidiary Holding and LCR (each a “Phase II
Entity” and, collectively, the “Phase II Entities”) 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
Phase II Entities shall give prompt written notice to the Administrative Agent
of any pending Claims, or of any Proceedings (as such term is defined in the
Construction Loan Agreement) arising pursuant to Hazardous Substances Laws.


(c)           The
Phase II Entities shall give prompt written notice to the Administrative Agent
of the Phase II Entities’ 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, any Phase II Entity’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 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 Phase II Entities 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


 


4

















 


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
Indemnitors, 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 Phase
II Entities 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, any
liability of any Indemnitor 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 Indemnitors 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 Construction Loan 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 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 any Deed of Trust, any waiver of the lien of any Deed of Trust,
or any release or waiver of any other security for the 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 Indemnitors hereunder shall be unsecured
obligations, and shall be enforceable against the Indemnitors to the fullest
extent permitted by applicable law.


(c)           The
obligations of the Indemnitors hereunder are not intended to be the obligations
of a surety or guarantor.  The liability
of the Indemnitors under this Indemnity shall in no way be limited or impaired
by (i) any extensions of time for performance required by any Loan Document;
(ii) the accuracy or inaccuracy of any representations and warranties made


 


5

















 


by the Indemnitors 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 Construction Loan 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 Indemnitors 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 Indemnitors or any other party
against, or to inform the Indemnitors 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 Indemnitors reasonable notice before entering
the Property, and shall make reasonable efforts to avoid interfering with the
Indemnitors’ use of the Property in exercising any rights provided in this paragraph
5.  The 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 Construction Loan Agreement.


 


6

















 


7.             Subrogation
of Indemnity Rights.  If the
Indemnitors fail to fully perform their obligations hereunder, any Indemnified
Party shall be entitled to pursue any rights or claims that the Indemnitors 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
Indemnitors hereby assign 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.  Each Indemnitor acknowledges that it is
making and giving the indemnities and representations and covenants contained
in this Indemnity with the knowledge that the Agents and Lenders are relying on
such indemnities and representations and covenants in making the Obligations to
the Indemnitors.


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 each
Indemnitor.  The Indemnitors 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 Indemnitors shall not be released from their 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 Loan 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 each Indemnitor 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.


11.           Notices.  All notices expressly provided hereunder to
be given by Administrative Agent to the Indemnitors and all notices and demands
of any kind or nature whatsoever which the Indemnitors 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:


 


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  The Indemnitors:

  	
   

  	
  Phase II Mall Holding, LLC

  
	
   

  	
   

  	
  Phase II Mall Subsidiary,
  LLC

  
	
   

  	
   

  	
  Las Vegas Sands, Inc.

  
	
   

  	
   

  	
  Lido Casino Resort, LLC

  
	
   

  	
   

  	
  Venetian Casino Resort,
  LLC

  
	
   

  	
   

  	
  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 Construction Loan Agreement), with or
without the filing of any legal action or proceeding, the Indemnitors 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 Construction
Loan Agreement


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IN
WITNESS WHEREOF, this Indemnity is executed as of the day and year first above
written.


The Indemnitors:


	
   

  	
  PHASE II
  MALL HOLDING LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  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/ Harry Miltenberger

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Harry Miltenberger

  
	
   

  	
   

  	
   

  	
  Title:

  	
  VP Finance, Secretary and Chief Accounting Officer

  
								



 


 


	
   

  	
  PHASE II
  MALL SUBSIDIARY, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Phase II Mall Holding,
  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., its

  managing member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Harry Miltenberger

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Harry Miltenberger

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  VP Finance, Secretary and Chief Accounting Officer

  
											



 


 


S-1

















 


 


	
   

  	
   

  	
  LAS VEGAS SANDS, INC. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Harry Miltenberger

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Harry
  Miltenberger

  
	
   

  	
   

  	
   

  	
  Title:

  	
  VP Finance, Secretary and Chief Accounting  Officer

  
						



 


 


	
   

  	
   

  	
  LIDO CASINO RESORT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Lido
  Intermediate Holding Company, LLC, itsmanaging 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:

  	
  VP Finance, Secretary and Chief Accounting  Officer

  
								



 


 


	
   

  	
   

  	
  VENETIAN CASINO RESORT, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  Las
  Vegas Sands, Inc., its managing member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Harry Miltenberger

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Harry
  Miltenberger

  
	
   

  	
   

  	
   

  	
  Title:

  	
  VP Finance, Secretary and Chief Accounting
  Officer

  
						



 


 


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