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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
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STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED,
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305 (b) (2) _____
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FIRST UNION NATIONAL BANK
(Exact name of Trustee as specified in its charter)
U.S. National Bank 58-1079889
(Jurisdiction of Incorporation or (I.R.S. Employer Identification No.)
Organization if not a
U.S. National Bank)
999 Peachtree St., NE, Atlanta, GA 30309
(Address of Principal Executive Offices) (Zip Code)
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LAS VEGAS SANDS, INC.
(Exact name of obligor as specified in its charter)
NEVADA 04-3010100
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3355 Vegas Blvd., S., Room 1A, Las Vegas, NV 89109
(Address of Principal Executive Offices) (Zip Code)
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VENETIAN CASINO RESORT, LLC
(Exact name of obligor as specified in its charter)
NEVADA 86-086339
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3355 Vegas Blvd., S., Room 1C, Las Vegas, NV 89109
(Address of Principal Executive Offices) (Zip Code)
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LIDO INTERMEDIATE HOLDING COMPANY, LLC
(Exact name of obligor as specified in its charter)
DELAWARE 88-0377966
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3355 Vegas Blvd., S., Room 1F, Las Vegas, NV 89109
(Address of Principal Executive Offices) (Zip Code)
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MALL INTERMEDIATE HOLDING COMPANY, LLC
(Exact name of obligor as specified in its charter)
DELAWARE 88-0377968
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3355 Vegas Blvd., S., Room 1H, Las Vegas, NV 89109
(Address of Principal Executive Offices) (Zip Code)
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GRAND CANAL SHOPS MALL CONSTRUCTION, LLC
(Exact name of obligor as specified in its charter)
DELAWARE 88-0377973
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3355 Vegas Blvd., S., Room 1G, Las Vegas, NV 89109
(Address of Principal Executive Offices) (Zip Code)
14-1/4% SENIOR SUBORDINATED NOTES DUE 2005
GUARANTEES OF 14-1/4% SENIOR SUBORDINATED NOTES DUE 2005
(Title of the indenture securities)
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1. General information.
(a) The following are the names and addresses of each examining or
supervising authority to which the Trustee is subject:
The Comptroller of the Currency, Washington, D.C. Federal Reserve
Bank of Atlanta, Georgia. Federal Deposit Insurance Corporation,
Washington, D.C. Securities and Exchange Commission, Division of
Market Regulation, Washington, D.C.
(b) The Trustee is authorized to exercise corporate trust powers.
2. Affiliations with obligor.
None.
3. Voting Securities of the Trustee.
The following information is furnished as to each class of voting
securities of the Trustee:
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Column A Column B
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Title of Class Amount Outstanding
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4. Trusteeships under other indentures.
Not applicable.
5. Interlocking directorates and similar relationships with the obligor or
underwriters.
Not applicable.
6. Voting securities of the Trustee owned by the obligor or its officials.
Not applicable.
7. Voting securities of the Trustee owned by underwriters or their officials.
Not applicable.
8. Securities of the obligor owned or held by the Trustee.
Not applicable.
9. Securities of underwriters owned or held by the Trustee.
Not applicable.
10. Ownership or holdings by the Trustee of voting securities of certain
affiliates or security holders of the obligor.
Not applicable.
11. Ownership or holdings by the Trustee of any securities of a person owning
50 percent or more of the voting securities of the obligor.
Not applicable.
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12. Indebtedness of the obligor to the Trustee.
Not applicable.
13. Defaults by the obligor.
None.
14. Affiliations with the underwriters.
Not applicable
15. Foreign trustee.
Not applicable.
16. List of Exhibits.
(1) Articles of Association of the Trustee as now in effect. (See
Exhibit 1 of the Form T-1 filed in connection with
Registration Statement No. 333-31863, which is incorporated
herein by reference)
(2) Certificate of Authority of the Trustee to commence business.
(See Exhibit 2 of the Form T-1 filed in connection with
Registration Statement No. 333-31863, which is incorporated
herein by reference)
(3) Authorization of the Trustee to exercise corporate trust
powers. Incorporated in Exhibit (4).
(4) By-Laws of the Trustee, as amended, to date. (See Exhibit 4 of
the Form T-1 filed in connection with Registration Statement
No.333-31863, which is incorporated herein by reference)
(5) Not applicable.
(6) Consent by the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939. Included on Page 6 of this Form T-1
Statement.
(7) Most recent report of condition of the Trustee. (See Exhibit 7
of the Form T-1 filed in connection with Registration
Statement No. 333-31863, which is incorporated herein by
reference)
(8) Not applicable.
(9) Not applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, FIRST UNION NATIONAL BANK, a national association
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility and qualification to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Atlanta, and State of Georgia on the 8th day of December 1997.
FIRST UNION NATIONAL BANK
(Trustee)
BY: /s/ Emily E. Katt
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Emily E. Katt, Vice President
EXHIBIT T-1 (6)
CONSENT OF TRUSTEE
Under section 321(b) of the Trust Indenture Act of 1939 and in connection
with the proposed issuance of Las Vegas Sands, Inc and Venetian Casino Resort,
LLC Senior Subordinated Notes, First Union National Bank, as the Trustee herein
named, hereby consents that reports of examinations of said Trustee by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon requests therefor.
FIRST UNION NATIONAL BANK
BY: /s/ R. Douglas Milner
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R. Douglas Milner, Vice President
Atlanta, Georgia
Dated: December 8, 1997