NOTICE OF GUARANTEED DELIVERY
for
Tender of all Outstanding
12 1/4% Mortgage Notes due 2004 and
14 1/4% Senior Subordinated Notes due 2005
in Exchange for New
12 1/4% Mortgage Notes due 2004 and
14 1/4% Senior Subordinated Notes due 2005
Registered Under the Securities Act of 1993, as amended
of
LAS VEGAS SANDS, INC. and
VENETIAN CASINO RESORT, LLC
Registered holders of outstanding 12 1/4% Mortgage Notes due 2004 (the
"Existing Mortgage Notes") and 14 1/4% Senior Subordinated Notes due 2005 (the
"Existing Senior Subordinated Notes" and, together with the Existing Mortgage
Notes, the "Existing Notes") who wish to tender their Existing Notes in exchange
for a like principal amount of new 12 1/4% Mortgage Notes due 2004 (the "New
Mortgage Notes") and 14 1/4% Senior Subordinated Notes due 2005 (the "New Senior
Subordinated Notes" and, together with the New Mortgage Notes, the "New Notes")
and whose Existing Notes are not immediately available or who cannot deliver
their Existing Notes and Letter of Transmittal (and any other documents required
by the Letter of Transmittal) to First Trust National Association (the "Exchange
Agent") prior to the Expiration Date, may use this Notice of Guaranteed
Delivery. This Notice of Guaranteed Delivery may be delivered by hand or sent by
facsimile transmission (receipt confirmed by telephone and an original delivered
by guaranteed overnight courier) or letter to the Exchange Agent. See "The
Exchange Offer--Procedures for Tendering Existing Notes" in this Prospectus.
The Exchange Agent for the Exchange Offer is:
First Trust National Association
180 East 5th Street
St. Paul, MN 55101
Attn: Corporate Finance
Rick Prokosch
For Information, call:
(612) 244-0721
Fax: (612) 244-0711
Delivery of this Note of Guaranteed Delivery to an address other than
as set forth above or transmission of instructions via a facsimile transmission
to a number other than as set forth above will not constitute a valid delivery.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution (as defined in the Prospectus), such
signature guarantee must appear in the applicable space provided on the Letter
of Transmittal for Guarantee of Signatures.
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Ladies and Gentleman:
The undersigned hereby tenders the principal amount of Existing
Mortgage Notes and/or Existing Senior Subordinated Notes indicated below, upon
the terms and subject to the conditions contained in the Prospectus dated
________, 1998 of Las Vegas Sands, Inc. and Venetian Casino Resort, LLC (the
"Prospectus"), receipt of which is hereby acknowledged.
DESCRIPTION OF SECURITIES TENDERED
Name and address of registered holder as it Certificate Aggregate Principal Principal Amount
appears on the 12 1/4% Mortgage Notes due Number(s) of Amount Represented of Existing
2004 ("Existing Mortgage Notes") Existing Mortgage by Existing Mortgage Notes
(Please Print) Notes Tendered Mortgage Notes*/ Tendered
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If Existing Mortgage Notes will be delivered by book-entry transfer to The
Depositary Trust Company, provide account number.
Account Number _______________
Name and address of registered holder as it Certificate
appears on the 14 1/4% Senior Subordinated Number(s) of Aggregate Principal Principal Amount
Notes due 2005 ("Existing Senior Existing Senior Amount Represented of Existing Senior
Subordinated Notes") Subordinated Notes by Existing Senior Subordinated
(Please Print) Tendered Subordinated Notes*/ Notes Tendered
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If Existing Senior Subordinated Notes will be delivered by book-entry transfer
to The Depositary Trust Company, provide account number.
Account Number _______________
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*/ Must be in denominations of $1,000 and any integral multiple thereof.
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THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
The undersigned, a firm that is a member of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office, branch,
agency or correspondent in the United States, hereby guarantees to deliver to
the Exchange Agent at one of its addresses set forth above, the certificates
representing the Existing Notes, together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, and any other documents required by the Letter of
Transmittal within three New York Stock Exchange, Inc. trading days after the
date of execution of this Notice of Guaranteed Delivery.
Name of Firm:____________________________ __________________________________
(Authorized Signature)
Address:_________________________________ Title:_____________________________
_________________________________________ Name:______________________________
(Zip Code) (Please type or print)
Area Code and Telephone Number: Date:______________________________
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NOTE: DO NOT SEND EXISTING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY.
EXISTING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
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PLEASE SIGN HERE
X _____________________________
X _____________________________ ___________
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number: ______________________________________
Must be signed by the holder(s) of Existing Notes as their name(s) appear(s)
on certificates for Existing Notes or on a security position listing, or by
person(s) authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below:
Please print name(s) and address(es)
Name(s): ___________________________________________________
___________________________________________________
Capacity: ___________________________________________________
___________________________________________________
Address(es): ___________________________________________________
___________________________________________________