Construction Management Agreement

ASSIGNMENT, ASSUMPTION AND AMENDMENT OF
CONSTRUCTION MANAGEMENT AGREEMENT


THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT OF CONSTRUCTION MANAGEMENT AGREEMENT (this "Amendment") is made and entered into as of November 14, 1997 by and between LAS VEGAS SANDS, INC., a Nevada corporation ("Assignor"), VENETIAN CASINO RESORT, LLC, a Nevada limited liability company ("Assignee") and LEHRER McGOVERN BOVIS, INC., a New York corporation ("Construction Manager").


W I T N E S S E T H:


WHEREAS, Assignor and Construction Manager have entered into that certain Construction Management Agreement dated as of February 15, 1997 (the "Agreement"); and
WHEREAS, Assignor desires to assign the Agreement (and certain guaranties thereof) to Assignee and Assignee desires to accept such assignment and assume all of Assignor's obligations under the Agreement; and
WHEREAS, following such assignment and assumption, Assignee and Construction Manager desire to amend the Agreement on the terms hereinafter set forth and to have Construction Manager acknowledge and consent to the above-described assignment and assumption;


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NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. Defined Terms. All capitalized terms used and not defined herein shall have the respective meanings ascribed thereto in the Agreement.
2. Assignment. As a capital contribution to Assignee, Assignor hereby assigns, conveys, transfers and sets over to Assignee any and all of Assignor's right, title and interest in and to the Agreement and the Guaranties (collectively, the "Contracts").
3. Assumption. Assignee does hereby accept the foregoing assignment and assume, covenant and agree to perform, be bound by, discharge and observe all of the terms, covenants, conditions, duties, obligations, undertakings and liabilities of Assignor under the Contracts accruing prior to, on and after the date hereof.
4. Consent. Assignor and Assignee hereby jointly and severally represent and warrant to Construction Manager, Bovis and P&O that Assignee is a Permitted Assignee. Relying on such representation, (a) Construction Manager acknowledges and consents to the above-described assignment of the Agreement and agrees that the provisions of Section 12.2(b) of the Agreement apply with respect to such assignment and (b) Bovis and P&O acknowledge and consent to the above-described assignment of the Bovis Guaranty and P&O Guaranty, respectively, and are executing this Amendment for the purpose of so acknowledging and consenting.
5. Amendments to the Agreement. Assignee and Construction Manager hereby agree that the Agreement is amended as follows:


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(a) Paragraph 1 of Section 2b (General Assumptions) of Exhibit B is hereby deleted. As a result of such deletion, Construction Manager is entitled to, and is hereby granted, an increase in the Guaranteed Maximum Price of $390,000.


(b) The "List of Documents" set forth as Section 3 of Exhibit B of the Agreement is hereby deleted and replaced in its entirety by Architect's "ASI's" 1-50 and all of Architect's "submittal packages" and revisions thereof to date, other than (i) submittal packages 7, 10A and 10B and (ii) the 7/21/97 revision of submittal package 7; (iii) the 6/16/97 revision of submittal package 10A; and (iv) the 7/28/97 revision of submittal package 10B; provided, however, that each of Construction Manager and Assignee reserves all of its rights under the Agreement to make a claim for, or assert, Scope Changes with respect to the foregoing change in the List of Documents.


(c) Schedule F o ...