FIRST AMENDMENT TO CREDIT AGREEMENT

     This FIRST AMENDMENT TO CREDIT AGREEMENT (this  "Amendment") is dated as of
March 15, 2001 and entered into by and among LAS VEGAS SANDS, INC. ("LVSI"),  a
Nevada  corporation,  and VENETIAN  CASINO RESORT,  LLC  ("Venetian"),  a Nevada
limited  liability  company,  as joint and  several  obligors  (each of LVSI and
Venetian,  a "Borrower"  and,  collectively,  the  "Borrowers"),  the  financial
institutions listed on the signature pages hereof ("Lenders"),  THE BANK OF NOVA
SCOTIA  ("Scotiabank"),  as administrative  agent for Lenders (in such capacity,
the "Administrative  Agent"),  Scotiabank and GOLDMAN SACHS CREDIT PARTNERS L.P.
("GSCP"),  as Joint-Lead Arrangers (each of GSCP and Scotiabank in such capacity
an "Arranger" and together,  the "Arrangers") and GSCP as syndication  agent (in
such capacity,  "Syndication Agent"), and is made with reference to that certain
Amended and Restated  Credit  Agreement  dated as of June 14, 2000, by and among
Borrowers,  Lenders,  Administrative Agent,  Arrangers and Syndication Agent (as
amended,  restated,  supplemented  or otherwise  modified from time to time, the
"Credit Agreement"). Capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Credit Agreement.

                                    RECITALS

     WHEREAS, at the request of the Borrowers,  Lenders have agreed to amend the
Credit Agreement to extend the Revolving Loan Commitment  Termination Date until
September 15, 2001;

     NOW,  THEREFORE,  in  consideration  of the  premises  and the  agreements,
provisions and covenants herein contained, the parties hereto agree as follows:



SECTION 1.        AMENDMENT TO SECTION 1: DEFINITION OF REVOLVING LOAN
                  COMMITMENT TERMINATION DATE

     Section 1.1 of the Credit  Agreement is hereby amended by deleting the date
"March 15,  2001"  contained in the  definition  of  Revolving  Loan  Commitment
Termination Date and substituting therefore the date "September 15, 2001".

SECTION 2.        THE BORROWERS' REPRESENTATIONS AND WARRANTIES

     In order to induce  Lenders to enter into this  Amendment  and to amend the
Credit  Agreement in the manner provided  herein,  each Borrower  represents and
warrants to each  Lender that the  following  statements  are true,  correct and
complete:

          (i) each  Borrower has all  requisite  corporate or limited  liability
     company power and  authority to enter into this  Amendment and to carry out
     the transactions  contemplated  by, and perform its obligations  under, the
     Credit Agreement as amended by this Amendment (the "Amended Agreement");

          (ii) the execution and delivery of this Amendment and the  performance
     of the  Amended  Agreement  have  been  duly  authorized  by all  necessary
     corporate or limited liability company action on the part of the Borrowers;

          (iii) the execution  and delivery by the  Borrowers of this  Amendment
     and the  performance  by the Borrowers of the Amended  Agreement do not and
     will not (i) violate any provision of any law or any  governmental  rule or
     regulation   applicable  to  the  Borrowers  or  any  of  their  respective
     Subsidiaries, the Certificate or Articles of Incorporation, Bylaws, limited
     liability  company  agreement  or  other  organizational  documents  of the
     Borrowers or any of their respective Subsidiaries or any order, judgment or
     decree of any court or other agency of government  binding on the Borrowers
     or any of their respective  Subsidiaries,  (ii) conflict with,  result in a
     breach  of or  constitute  (with  due  notice  or  lapse of time or both) a
     default under any indenture,  mortgage,  deed of trust, credit agreement or
     loan agreement, or any other material agreement,  contract or instrument to
     which any Borrower or any of its  Subsidiaries is a party or by which it or
     any of it property  or assets is bound or to which it may be subject  (each
     such indenture,  mortgage, deed of trust, credit agreement, loan agreement,
     material agreement,  contract or instrument,  a "Contractual  Obligation"),
     (iii) result in or require the creation or  imposition of any Lien upon any
     of the  properties  or assets of any  Borrower  or any of its  Subsidiaries
     (other  than  Liens  created  under any of the Loan  Documents  in favor of
     Administrative Agent on behalf of Lenders), or (iv) require any approval of
     stockholders or any approval or consent of any Person under any Contractual
     Obligation of any Borrower or any of its Subsidiaries;

          (iv) the execution and delivery by the Borrowers of this Amendment and
     the  performance by the Borrowers of the Amended  Agreement do not and will
     not require any registration with, consent or approval of, or notice to, or
     other  action to,  with or by,  any  federal,  state or other  governmental
     authority or regulatory body;

<PAGE>

          (v) this  Amendment and the Amended  Agreement have been duly executed
     and  delivered  by the  Borrowers  and are the  legally  valid and  binding
     obligations  of  the  Borrowers,   enforceable  against  the  Borrowers  in
     accordance  with  their  respective  terms,  except  as may be  limited  by
     bankruptcy, insolvency, reorganization, moratorium or similar laws relating
     to or limiting  creditors'  rights  generally  or by  equitable  principles
     relating to enforceability;

          (vi) the representations and warranties  contained in Section 5 of the
     Credit Agreement are and will be true, correct and complete in all material
     respects  on and as of the date  hereof and the First  Amendment  Effective
     Date (as defined below) to the same extent as though made on and as of such
     dates,   except  to  the  extent  such   representations   and   warranties
     specifically  relate to an  earlier  date,  in which  case they were  true,
     correct and  complete in all  material  respects on and as of such  earlier
     date; and

          (vii) no  event has occurred and is continuing or will result from the
     consummation of the transactions  contemplated by this Amendment that would
     constitute an Event of Default or a Potential Event of Default.

SECTION 3.        CONDITIONS TO EFFECTIVENESS

     Section  1  of  this  Amendment  shall  become   effective  only  upon  the
satisfaction  of  all  of  the  following  conditions  precedent  (the  date  of
satisfaction of such conditions being referred to herein as the "First Amendment
Effective Date"):

A.   On or before the First  Amendment  Effective Date, each Borrower shall have
     delivered  to  Lenders  (or  to  Administrative   Agent  for  Lenders  with
     sufficient  originally executed copies, where appropriate,  for each Lender
     and its counsel) the following,  each,  unless otherwise  noted,  dated the
     First Amendment Effective Date:

     (i)  An Officer's  Certificate  of such  Borrower  certifying  that (i) the
          Certificate  or Articles of  Incorporation  or  Certificate of Limited
          Liability Company or other organizational document, as applicable,  of
          such  Borrower,  and (ii) the Bylaws or  Operating  Agreement or other
          organizational  document,  as applicable,  of such  Borrower,  in each
          case, as delivered to Administrative  Agent on the Restatement Closing
          Date,  are in full  force  and  effect  and have not been  amended  or
          modified in any respect since the Restatement Closing Date;

     (ii) Resolutions  of its Board of  Directors or other  authorizing  body or
          Person   approving  and  authorizing   the  execution,   delivery  and
          performance  of this  Amendment,  certified as of the First  Amendment
          Effective Date by its secretary or an assistant  secretary as being in
          full force and effect without modification or amendment;

     (iii) Signature  and  incumbency  certificates  of  the  officers  of  such
          Borrower executing this Amendment; and

     (iv) Executed  originals of this Amendment  from the Borrowers,  Sheldon G.
          Adelson and the other Loan Parties.

B.   Opinion  of  Counsel.  Lenders  and their  respective  counsel  shall  have
     received  originally  executed  copies  of one or  more  favorable  written
     opinions  of Paul,  Weiss,  Rifkind,  Wharton &  Garrison  counsel  for the
     Borrowers,  in form and substance reasonably satisfactory to Administrative
     Agent and its counsel, dated as of the First Amendment Effective Date, with
     respect to the enforceability of the Amended Agreement and as to such other
     matters as Administrative  Agent acting on behalf of Lenders may reasonably
     request.

SECTION 4.        ACKNOWLEDGEMENTS AND CONSENTS

     Each  of the  undersigned  Loan  Parties  and  Sheldon  G.  Adelson  hereby
acknowledges  that they have  reviewed  the terms and  provisions  of the Credit
Agreement  and this  Amendment  and  consents  to the  amendment  of the  Credit
Agreement  effected pursuant to this Amendment.  Each Loan Party hereby confirms
that  each  Loan  Document  to which it is a party or  otherwise  bound  and all
Collateral  encumbered  thereby will continue to guaranty or secure, as the case
may be, to the  fullest  extent  possible  the payment  and  performance  of all
Obligations  and that such Loan  Documents  are in full force and effect and are
hereby  confirmed  and  ratified  in all  respects.  Sheldon G.  Adelson  hereby
confirms  that  the  Adelson  Completion  Guaranty,  the  Adelson  Intercreditor
Agreement and the Adelson  Subordination  Agreement (each an "Adelson Agreement"
and  collectively,  the "Adelson  Agreements")  are in full force and effective,
that the Obligations  continue to constitute  "Obligations" under and as defined
in each Adelson  Agreement,  that the  Obligations  continue to benefit from the
subordination   and  intercreditor   arrangements   created  under  the  Adelson
Intercreditor Agreement and the Adelson Subordination Agreement and ratifies and
confirms each Adelson Agreement.

<PAGE>

SECTION 5.        MISCELLANEOUS

A.   Reference  to and  Effect  on the  Credit  Agreement  and  the  Other  Loan
     Documents.

     (i)  On and after the effective date of this  Amendment,  each reference in
          the  Credit  Agreement  to "this  Agreement",  "hereunder",  "hereof",
          "herein" or words of like import referring to the Credit Agreement and
          each reference in the other Loan Documents to the "Credit  Agreement",
          "thereunder",  "thereof"  or words  of like  import  referring  to the
          Credit Agreement shall mean and be a reference to the Credit Agreement
          as amended hereby.

     (ii) Except as specifically amended by this Amendment, the Credit Agreement
          and the other Loan Documents shall remain in full force and effect and
          are hereby ratified and confirmed.

     (iii) The execution,  delivery and performance of this Amendment shall not,
          except  as  expressly  provided  herein,  constitute  a waiver  of any
          provision of, or operate as a waiver of any right,  power or remedy of
          Administrative  Agent or any Lender under the Credit  Agreement or any
          of the other Loan Documents.

B.   Fees and Expenses.  The Borrowers  acknowledge  that all reasonable  costs,
     fees and expenses as described in subsection  10.2 of the Credit  Agreement
     incurred  by  Administrative  Agent and its  counsel  with  respect to this
     Amendment and the documents and transactions  contemplated  hereby shall be
     for the account of the Borrowers.

C.   Headings.  Section and  subsection  headings in this Amendment are included
     herein for convenience of reference only and shall not constitute a part of
     this Amendment for any other purpose or be given any substantive effect.

D.   Applicable  Law.  THIS  AMENDMENT  AND THE  RIGHTS AND  OBLIGATIONS  OF THE
     PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
     IN ACCORDANCE  WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK  (INCLUDING
     WITHOUT  LIMITATION  SECTION 5-1401 OF THE GENERAL  OBLIGATIONS  LAW OF THE
     STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

E.   Counterparts;  Effectiveness.  This Amendment may be executed in any number
     of counterparts and by different  parties hereto in separate  counterparts,
     each of which when so executed and  delivered  shall be deemed an original,
     but all such  counterparts  together shall  constitute but one and the same
     instrument;   signature  pages  may  be  detached  from  multiple  separate
     counterparts  and attached to a single  counterpart  so that all  signature
     pages are physically  attached to the same document.  This Amendment (other
     than the  provisions  of Section 1 hereof,  the  effectiveness  of which is
     governed by Section 3 hereof) shall become effective upon (i) the execution
     of a counterpart hereof by the Borrowers,  the Lenders whose signature page
     is set forth  below,  Sheldon G. Adelson and each of the other Loan Parties
     and receipt by Administrative  Agent of written or telephonic  notification
     of such execution and authorization of delivery thereof and (ii) receipt by
     Administrative  Agent from the  Borrowers,  for the ratable  benefit of the
     Lenders  executing a  counterpart  hereof on or before  5:00 p.m.  (EDT) on
     March 12, 2001 (the "Consenting Lenders"),  an amendment fee equal to 0.05%
     of the sum as of such date of: (x) the aggregate Revolving Loan Commitments
     of the Consenting Lenders; (y) the aggregate  outstanding  principal amount
     of the Tranche A Term Loans of the Consenting Lenders and (z) the aggregate
     outstanding  principal amount of the Tranche B Term Loans of the Consenting
     Lenders.  Section 1 of this  Amendment  shall become  effective only in the
     manner set forth in Section 3 of this Amendment.

<PAGE>

                  [Remainder of page intentionally left blank]


<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly  executed  and  delivered  by  their  respective  officers  thereunto  duly
authorized as of the date first written above.


                  BORROWERS:
                                            LAS VEGAS SANDS, INC.

                                            By:      /s/ David Friedman
                                                     ---------------------------
                                                     Name:  David Friedman
                                                     Title: Secretary



                                            VENETIAN CASINO RESORT, LLC

                                            By:      Las Vegas Sands, Inc.
                                                     its managing member

                                            By:      /s/ David Friedman
                                                     ---------------------------
                                                     Name:  David Friedman
                                                     Title: Secretary




                  LOAN PARTIES:
                  (for purposes of Section 4 only)

                                         MALL INTERMEDIATE HOLDING COMPANY, LLC

                                            By:      Venetian Casino Resort,
                                                     LLC, its sole member

                                            By:      Las Vegas Sands, Inc., its
                                                     managing member

                                            By:      /s/ David Friedman
                                                     ---------------------------
                                                     Name:  David Friedman
                                                     Title: Secretary



<PAGE>


                                        LIDO INTERMEDIATE HOLDING COMPANY, LLC


                                            By:      Venetian Casino Resort,
                                                     LLC, its sole member

                                            By:      Las Vegas Sands, Inc., its
                                                     managing member

                                            By:      /s/ David Friedman
                                                     ---------------------------
                                                     Name:  David Friedman
                                                     Title: Secretary



                                       GRAND CANAL SHOPS MALL CONSTRUCTION, LLC


                                            By:      Venetian Casino Resort,
                                                     LLC, its sole member

                                            By:      Las Vegas Sands, Inc., its
                                                     managing member


                                            By:      /s/ David Friedman
                                                     ---------------------------
                                                     Name:  David Friedman
                                                     Title: Secretary


                                            SHELDON G. ADELSON



                                            By:      /s/ Sheldon G. Adelson
                                                     ---------------------------
                                                     Name:  Sheldon G. Adelson
                                                     Title: Director


                                            LENDERS:

                                            THE BANK OF NOVA SCOTIA,
                                            individually and as a Lender,
                                            Joint-Lead Arranger and
                                            Administrative Agent



                                            By:      /s/ Alan W. Pendergast
                                                     ---------------------------
                                                     Name:  Alan W. Pendergast
                                                     Title: Managing Director


                                            GROUP LENDERS:

                                            GOLDMAN SACHS CREDIT PARTNERS L.P.
                                            individually and as a Lender,
                                            Joint-Lead Arranger and
                                            Syndication Agent



                                            By:      /s/ Elizabeth Fischer
                                                     ---------------------------
                                                     Authorized signatory




<PAGE>


                                            THE INTERNATIONAL COMMERCIAL
                                            BANK OF CHINA, NEW YORK AGENCY



                                            By:      W. H. Wang
                                                     ---------------------------
                                                     Name:  W. H. Wang
                                                     Title: Asst. Vice President
                                                            & Deputy General
                                                            Manager

<PAGE>


                                            TORONTO DOMINION (TEXAS), INC.



                                            By:      Alva J. Jones
                                                     ---------------------------
                                                     Name:  Alva J. Jones
                                                     Title: Vice President




<PAGE>



                                            VAN KAMPEN
                                            PRIME RATE INCOME TRUST

                                            By:      Van Kampen Investment
                                                     Advisory Corp.



                                            By:      Darvin D. Pierce
                                                     ---------------------------
                                                     Name:  Darvin D. Pierce
                                                     Title: Principal




<PAGE>


                                            ARCHIMEDES FUNDING, L.L.C.

                                            By:      ING Capital Advisors, LLC.,
                                                     as Collateral Manager



                                            By:      Wade T. Winter
                                                     ---------------------------
                                                     Name:   Wade T. Winter
                                                     Title:  CFA/Vice President



<PAGE>


                                            ARCHIMEDES FUNDING III, LTD.

                                            By:      ING Capital Advisors, LLC,
                                                     as Collateral Manager




                                            By:      Wade T. Winter
                                                     ---------------------------
                                                     Name:   Wade T. Winter
                                                     Title:  CFA/Vice President





<PAGE>


                                            THE ING CAPITAL SENIOR SECURED HIGH
                                            INCOME FUND HOLDINGS, LTD.

                                            By:      ING Capital Advisors, LLC,
                                                     as Investment Manager


                                            By:      Wade T. Winter
                                                     ---------------------------
                                                     Name:   Wade T. Winter
                                                     Title:  CFA/Vice President







<PAGE>


                          NATIONAL WESTMINSTER BANK PLC

                                            By:      NatWest Capital Markets
                                                     Limited, its agent

                                            By:      Greenwich Capital Markets,
                                                     Inc., its agent



                                            By:      Harry Paschalidis
                                                     ---------------------------
                                                     Name:   Harry Paschalidis
                                                     Title:  Asst. Vice
                                                             President




<PAGE>


                                            PINEHURST TRADING, INC.


                                            By:      Ann E. Morris
                                                     ---------------------------
                                                     Name:  Ann E. Morris
                                                     Title: Asst. Vice President




<PAGE>


                                            FOOTHILL INCOME TRUST, L.P.



                                            By:      R. Michael Bohannon
                                                     ---------------------------
                                                     Name:  Michael Bohannon
                                                     Title: Managing Member




<PAGE>


                                            FOOTHILL INCOME TRUST II, L.P.



                                            By:      R. Michael Bohannon
                                                     ---------------------------
                                                     Name:  Michael Bohannon
                                                     Title: Managing Member




<PAGE>


                                            BLACK DIAMOND CLO 2000-1 LTD.


                                            By:      John H. Cullinane
                                                     ---------------------------
                                                     Name:   John H. Cullinane
                                                     Title:  Director




<PAGE>


                                            AIMCO CDO SERIES 2000-A



                                            By:     Jerry D. Zinkula
                                                    ---------------------------
                                                    Name:   Jerry D. Zinkula
                                                    Title:  Authorized Signatory






<PAGE>


                                            ALLSTATE LIFE INSURANCE COMPANY



                                            By:     Jerry D. Zinkula
                                                    ---------------------------
                                                    Name:   Jerry D. Zinkula
                                                    Title:  Authorized Signatory




<PAGE>


                                            BLUE SQUARE FUNDING LIMITED SERIES 3


                                            By:      Stephen T. Hessler
                                                     ---------------------------
                                                     Name:   Stephen T. Hessler
                                                     Title:  Vice President




<PAGE>


                                            GLENEAGLES TRADING LLC



                                            By:    Ann E. Morris
                                                   ---------------------------
                                                   Name:   Ann E. Morris
                                                   Title:  Asst. Vice President




<PAGE>


                                            Intentionally Omitted.



<PAGE>


                                            HIGHLAND LEGACY LIMITED

                                            BY:      HIGHLAND CAPITAL MANAGEMENT
                                                     L.P., as Collateral Manager



                                            By:      Todd Travers
                                                     ---------------------------
                                                     Name:   Todd Travers
                                                     Title:  Senior Portifolio
                                                             Manager









<PAGE>


                                            PAM CAPITAL FUNDING LP

                                            BY:     HIGHLAND CAPITAL FUNDING
                                                    MANAGEMENT L.P.,
                                                    as Collateral Manager




                                            By:      Todd Travers
                                                     ---------------------------
                                                     Name:   Todd Travers
                                                     Title:  Senior Portifolio
                                                             Manager




<PAGE>


                                            SRV-HIGHLAND  INC.


                                            By:    Ann E. Morris
                                                   ---------------------------
                                                   Name:   Ann E. Morris
                                                   Title:  Asst. Vice President




<PAGE>


                                            TRANSAMERICA LIFE INSURANCE AND
                                            ANNUITY CO.



                                            By:      John Bailey
                                                     ---------------------------
                                                     Name:   John Bailey
                                                     Title:  Vice President




<PAGE>


                                            FIRST UNION NATIONAL BANK



                                            By:    Charles B. Edmondson
                                                   ---------------------------
                                                   Name:   Charles B. Edmondson
                                                   Title:  Asst. Vice President




<PAGE>


                                            LONG LANE MASTER TRUST IV



                                            By:      Renee Nadler
                                                     ---------------------------
                                                     Name:   Renee Nadler
                                                     Title:  Managing Director




<PAGE>


                                            CANADIAN IMPERIAL BANK OF COMMERCE



                                            By:    Karen Volk
                                                   ---------------------------
                                                   Name:   Karen Volk
                                                   Title:  Authorized Signatory




<PAGE>


                              Intentionally Omitted




<PAGE>


                                            CREDIT SUISSE FIRST BOSTON



                                            By:      Donald E. Pollard
                                                     ---------------------------
                                                     Name:   Donald E. Pollard
                                                     Title:  Managing Director




<PAGE>


                                            OPPENHEIMER SENIOR FLOATING
                                            RATE FUND



                                            By:      Scott Farrar
                                                     ---------------------------
                                                     Name:   Scott Farrar
                                                     Title:  Vice President



<PAGE>


                                            AMMC CDO II, LIMITED

                                            By:      American Money Management
                                                     Corp.,
                                                     as collateral manager



                                            By:      David P. Meyer
                                                     ---------------------------
                                                     Name:   David P. Meyer
                                                     Title:  Vice President