Tax Indemnification Agreement

Exhibit 10.56


TAX INDEMNIFICATION AGREEMENT


TAX INDEMNIFICATION AGREEMENT , dated as of December 17, 2004 and effective as of the closing of the Restructuring (as defined herein) (the " Agreement" ), among Las Vegas Sands, Inc., a Nevada corporation (the " Company" ), the persons listed on Schedule A attached hereto (individually, a " Stockholder" and, collectively, the " Stockholders" ), and, solely for purposes of being bound by Section 3.1 hereof, Las Vegas Sands Corp, a Nevada corporation (" Holdco" ), the Venetian Casino Resort, LLC (the " Venetian" ), and Interface Group Holding Company, Inc. (" Interface" ).


WHEREAS , the Company holds 100% of the outstanding common interests in the Venetian, and Interface holds 100% of the outstanding preferred interest in the Venetian;

WHEREAS , the Company is and has been an " S corporation" (as defined herein) since April 29, 1988;

WHEREAS , it is anticipated that the Company' s election to be an S corporation will terminate, in accordance with Section 1362(d) of the Internal Revenue Code of 1986, as amended (the " Code" ) as a result of the merger of a wholly-owned subsidiary of Holdco with and into the Company with the Company becoming a wholly-owned subsidiary of Holdco (the " Restructuring" );


WHEREAS , Interface was an S corporation prior to the contribution of 100% of the total outstanding stock of Interface to the Company pursuant to the Contribution Agreement, dated as of July 29, 2004, among Sheldon G. Adelson and the Company (the " Interface Contribution" );


WHEREAS , from and after the date of the Interface Contribution, Interface has elected to be treated as a Qualified Subchapter S Subsidiary (a " QSub" ) for federal income tax purposes;

WHEREAS , it is anticipated that Interface' s QSub election will terminate, in accordance with Treasury Regulation a71.1361-5(a), as a result of the Restructuring;

WHEREAS , Holdco contemplates a public offering (the " Offering" ) of its stock;

WHEREAS , it is anticipated that the Restructuring will occur prior to and in contemplation of the Offering;


WHEREAS , the closing of the Restructuring is a condition to the effectiveness of this Agreement;


WHEREAS , in connection with the Offering, the Company and Stockholders wish to provide for certain indemnification with respect to the prior status of the Company and Interface as S corporations.

NOW THEREFORE , in consideration of the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intended to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I


DEFINITIONS


1.1 Definitions . The following terms as used herein have the following meanings:

" Applicable Tax Percentage" means the highest aggregate effective marginal rate of federal, state and local income tax or, when applicable, alternative minimum tax, to which any Stockholder subject to the highest marginal rate of tax would be subject in the relevant taxable period of determination, taking into account only that Stockholder' s share of income and deductions attributable to their interest in the Company and/or Interface, as applicable, during such relevant taxable period. For the avoidance of doubt, the determination of the Applicable Tax Percentage shall take into account any difference in the applicable rate of federal, state and local income tax attributable to the character each relevant income item (such as capital gain as opposed to ordinary income).


" Final Determination" means a settlement, compromise or other agreement with the Internal Revenue Service or the relevant state or local Governmental Authorities, whether contained in an Internal Revenue Service Form 870 or other comparable form, or otherwise, or such procedurally later event, such as a closing agreement with the Internal Revenue Service or the relevant state and local Governmental Authorities, an agreement contained in Internal Revenue Service Form 870AD or other comparable form, an agreement that constitutes a determination under Section 1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax Court or the relevant state or local tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired.


" Interface Adjustment" shall mean (i) any adjustment, pursuant to a Final Determination, to any tax return of Interface for any particular S Taxable Year, or (ii) the filing of an amended return for any particular S Taxable Year, in each case that results in an increase in the net income of Interface attributable to its interest in the Venetian (or results in a change in the character of such income for tax purposes) and that is allocable to a Stockholder for such S Taxable Year as determined by reference to the tax return originally filed (or the most recent amended return filed) by the Company and/or Interface, as applicable, for such S Taxable Year.


2

" LVSI Adjustment" shall mean (i) any adjustment, pursuant to a Final Determination, to any tax return of the Company for any particular S Taxable Year, or (ii) the filing of an amended return for any particular S Taxable Year, in each case that results in an increase in the net income of the Company (or results in a change in the character of such income for tax purposes) that is allocable to a Stockholder for such S Taxable Year as determined by reference to the tax return originally filed (or the most recent amended return filed) by the Company for such S Taxable Year.


" S Corporation" shall have the meaning set forth in Section 1361(a)(1) of the Code.


" S Taxable Year" shall mean, with respect to each of the Company and Interface, any taxable period (or portion thereof) of such entity during which it was an S corporation. For the avoidance of doubt, S Taxable Year shall not include any taxable period (or portion thereof) of Interface during which it was a QSub.


" S Termination Year" means the taxable year of the Company that includes the Termination Date.

" Short S Taxable Year" shall mean that portion of the S Termination Year beginning on the first day of such taxable year and ending on the day immediately preceding the Termination Date.


" Tax Loss" shall mean, with respect to any Stockholder for any particular taxable period (or portion thereof), the excess, if any, of (x) the product of (i) the net income of such Stockholder determined after taking into account any applicable Interface Adjustment or LVSI Adjustment, as the case may be (but determined without taking into account any other items of income, gain, loss, deductions or other tax attributes of such Stockholder during such period or available for use during such period), and (ii) the Applicable Tax Percentage for such taxable period (or portion thereof) determined after taking into account any changes in the character of the net income of Interface ...