<PAGE>

                                  EXHIBIT 10.6

                                  ------------


                     LIMITED WAIVER AND SECOND AMENDMENT TO

                                CREDIT AGREEMENT

                                     (MALL)

     This LIMITED WAIVER AND SECOND  AMENDMENT TO CREDIT  AGREEMENT (MALL) (this
"Agreement")  is dated as of November 12, 1999 and entered into by and among LAS
VEGAS SANDS, INC. ("LVSI"),  a Nevada  corporation,  VENETIAN CASINO RESORT, LLC
("Venetian"),  a Nevada  limited  liability  company,  GRAND  CANAL  MALL  SHOPS
CONSTRUCTION, LLC ("Mall Construction Subsidiary"), a Delaware limited liability
company,  all as joint and several  obligors  (each of LVSI,  Venetian  and Mall
Construction Subsidiary, a "Borrower" and, collectively, the "Borrowers"), GRAND
CANAL MALL SHOPS, LLC ("Mall I"), a Delaware limited liability company,  SHELDON
G.  ADELSON   ("Adelson")  and  SALOMON   BROTHERS   REALTY  CORP.   ("Lender"),
successor-in-interest  to GMAC  COMMERCIAL  MORTGAGE  CORPORATION,  a California
corporation,  and is made with respect to that  certain Las Vegas  Sands,  Inc.,
Venetian  Casino  Resort,  LLC and Grand  Canal Shops Mall  Construction  Credit
Agreement, between Borrowers and Lender dated November 14, 1997, amended by that
First Amendment to Credit  Agreement dated September 30, 1999 (the  Construction
Credit Agreement,  as amended, the "Credit  Agreement").  Capitalized terms used
herein without  definition  shall have the same meanings  herein as set forth in
the Credit Agreement or if not defined therein then the meaning ascribed thereto
in the Disbursement Agreement (as defined in the Credit Agreement).

                                    RECITALS

     WHEREAS,  Lender  believes  that  certain  Events of Default and  Potential
Events of Default, as set forth on Schedule 1 hereto, exist on the date hereof;

     WHEREAS,  Borrowers,  Mall I and Lender desire to enter into this Agreement
to (i) waive,  those certain  Events of Default and Potential  Events of Default
set forth on  Schedule 1 hereto if and to the extent  such Events of Default and
Potential  Events of Default exist on the date hereof,  so that Mall Release and
Completion  may occur on or before  November 14, 1999 and so that an Advance can
be made on the Mall  Release  Date  and/or the  Completion  Date,  and (ii) make
certain other  amendments and agreements as set forth below,  all upon the terms
and conditions set forth below.

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

Section 1.        WAIVER

     Subject to the terms and conditions and in reliance on the representations,
warranties and covenants of the Borrowers,  Adelson and Mall I set forth herein,
Lender hereby (a) waives each of the Events of Default and  Potential  Events of
Default set forth on Schedule 1 attached  hereto (to the  extent,  if any,  they
exist),  to the extent and for the period  expressly  set forth  therein and (b)
consents  to the Master  Leases,  as  defined in Section 8 of the FADAA  Limited
Waiver attached hereto as Exhibit G-1 ("FADAA Waiver") on the terms described in
the FADAA Waiver.

Section 2.        LIMITATION ON WAIVER

     This Agreement shall constitute a limited waiver, which shall be limited in
all  aspects  precisely  as set  forth  herein  and in  Schedule  1 and  nothing
contained herein shall be deemed to:

          (a)  constitute  a waiver  of (i)  compliance  by the  Borrowers  with
          respect to any term, provision or condition of the Credit Agreement or
          any other  instrument  or  agreement  referred to  therein,  except as
          expressly  set forth on  Schedule  1 or (ii) any Event of  Default  or
          Potential Event of Default,  except as expressly set forth on Schedule
          1;

          (b)  constitute a waiver of any of the Mall Release  Conditions or any
          of the conditions  for Completion or extend the time for  satisfaction
          of such conditions;

          (c)  prejudice  any right or remedy that the Lender has (except to the
          extent  such right or remedy  was based  upon a default  that will not
          exist  after  giving  effect  to  this  limited  waiver)  under  or in
          connection  with the  Credit  Agreement  or any  other  instrument  or
          agreement referred to therein or delivered thereunder.

     Except as expressly set forth herein, the terms,  provisions and conditions
of the Credit  Agreement and the other Loan Documents shall remain in full force
and effect and in all other respects are hereby ratified and confirmed.

<PAGE>

Section 3.        REPRESENTATIONS AND WARRANTIES

     In order to induce  Lender to enter into this  Agreement and to provide the
limited  waiver and amend the Credit  Agreement in the manner  provided  herein,
each of LVSI, Venetian,  Mall Construction  Subsidiary and Mall I represents and
warrants to Lender that the following statements are true, correct and complete:

               each of Venetian,  LVSI, Mall Construction  Subsidiary and Mall I
          has all requisite corporate or limited liability company power, as the
          case may be, and  authority to enter into this  Agreement and to carry
          out the transactions  contemplated hereby, and perform its obligations
          hereunder;

               the execution and delivery of this  Agreement by Venetian,  LVSI,
          Mall  Construction  Subsidiary and Mall I and the performance of their
          obligations  hereunder  have been  duly  authorized  by all  necessary
          corporate  action on the part of  Venetian,  LVSI,  Mall  Construction
          Subsidiary and Mall I;

               The execution and delivery by Venetian,  LVSI , Mall Construction
          Subsidiary  and  Mall I of  this  Agreement  and  the  performance  by
          Venetian,  LVSI,  Mall  Construction  Subsidiary  and  Mall I of  this
          Agreement do not and will not (i) violate any  provision of any law or
          any  governmental  rule or  regulation  applicable  to the Mall or the
          Project or to Venetian,  LVSI, Mall Construction  Subsidiary or Mall I
          or any of their respective Affiliates, the organizational documents of
          Venetian, LVSI, Mall Construction Subsidiary or Mall I or any of their
          respective  Affiliates or any order,  judgment or decrees of any court
          or other  agency  of  government  binding  on the Mall,  the  Project,
          Venetian, LVSI, Mall Construction Subsidiary or Mall I or any of their
          respective  Affiliates,  (ii) conflict with,  result in a breach of or
          constitute  (with due notice or lapse of time or both) a default under
          any  Contractual  Obligation  of  Venetian,  LVSI,  Mall  Construction
          Subsidiary  or Mall I or any of their  respective  Affiliates or which
          binds the Mall or the Project, (iii) result in or require the creation
          or  imposition  of any Lien  upon any of the  properties  or assets of
          Venetian, LVSI, Mall Construction Subsidiary or Mall I or any of their
          respective Affiliates, or (iv) require any approval of stockholders or
          any approval or consent of any Person under any Contractual Obligation
          of  Venetian,  LVSI , Mall  Construction  Company  or Mall I or any of
          their respective Affiliates;

               the execution and delivery by Venetian,  LVSI, Mall  Construction
          Subsidiary  and  Mall I of  this  Agreement  and  the  performance  by
          Venetian,  LVSI,  Mall  Construction  Subsidiary  and  Mall I of  this
          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;

               this  Agreement has been duly executed and delivered by Venetian,
          LVSI,  Mall  Construction  Subsidiary  and Mall I and  constitute  the
          legally  valid  and  binding  obligations  of  Venetian,   LVSI,  Mall
          Construction  Subsidiary  and Mall I,  enforceable  against  Venetian,
          LVSI, Mall Construction Subsidiary and Mall I in accordance with their
          respective terms;

               the representations and warranties  contained in Section 4 of the
          Credit  Agreement  are and will be true,  correct and  complete in all
          material  respects  on and as of the date  hereof  and on the date the
          conditions  in Section 4 hereof are  satisfied  to the same  extent as
          though  made on and as of that date,  except  (i) 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 (ii) with respect to the
          matters described in Schedule 1;

               the  Remaining  Costs are  accurately  reflected  on that certain
          chart  previously  delivered  to the  Disbursement  Agent and attached
          hereto as Exhibit A;

               the schedule to achieve  Completion  previously  delivered to the
          Disbursement  Agent and  attached  hereto as Exhibit B is accurate and
                                                       ---------
          true;

<PAGE>

               the  litigation  arising  out of the lawsuit  filed by  Borrowers
          against the  Construction  Manager in United States District Court for
          the District of Nevada and the countersuit  filed by the  Construction
          Manager  against  the  Borrowers  and any other  outstanding  lawsuit,
          action,  claim or lien arising out of or relating to the  construction
          of the Mall or the Project (the "Construction Litigation"),  including
          any  claim  made  or  lien  filed  by  Construction   Manager  or  any
          contractor,  subcontractor,  materialman  or  supplier  relating to or
          constituting a lien upon the Mall or the Project or to Venetian, LVSI,
          Mall Construction Subsidiary or Mall I or any of their Affiliates, and
          any judgment or  settlement  amount owed by the Borrowers or Mall I to
          the Construction  Manager,  the bonding company insuring over any such
          Lien or any contractor, subcontractor, materialman or supplier as a
          result of the Construction Litigation (such amounts, collectively, the
          "Additional Contingent Claims") cannot reasonably be expected to have,
          when taken in the aggregate, a Material Adverse Effect;

               the status summary of the Construction Litigation attached hereto
          as Exhibit C is true and  correct in all  material  respects as of the
          date hereof;

               the Borrowers have sufficient Available Funds such that Available
          Funds will equal or exceed  Remaining Costs after giving effect to the
          Additional Contingent Claims as a Remaining Cost;

               no Events of Default  or  Potential  Events of Default  under the
          Credit  Agreement  or any of the  other  Loan  Documents  exist or are
          continuing (other than those Events of Default and Potential Events of
          Default set forth on Schedule 1);

               there are no defaults beyond any applicable  grace or cure period
          with respect to any financing secured by the Sands Expo and Convention
          Center;

               Adelson  has  complied  with the  terms  and  conditions  of that
          certain   Subordination   Agreement   (Trade  Claims)  ("Trade  Claims
          Subordination  Agreement")  and that certain  Subordination  Agreement
          (the "Adelson Subordination Agreement"), the respective forms of which
          are attached hereto as Exhibit D, with respect to Adelson Trade Claims
          (as defined in the Adelson Subordination Agreement);

               the Borrowers have satisfied the Opening Conditions;

               the Master  Leases  referred to in Section 8 of the FADAA  Waiver
          entered into or to be entered into by  Borrowers  contain  terms which
          are not less favorable to Borrowers and their  Subsidiaries than would
          be obtainable in an arm's length transaction, including economic terms
          consistent with the current rental market for comparable  space in Las
          Vegas, Nevada;

               the  Project  is free of all Liens and  encumbrances  other  than
          Permitted Liens;

               none of the  Borrowers  has taken  title to any  personal or real
          property  other than in its own names or commingled  its property with
          the property of any of its Affiliates (including the other Borrowers),
          except as permitted by the Credit Agreement;

               except to the extent permitted by the Credit  Agreement,  each of
          the  Borrowers,  on the one hand,  and Mall I on the other hand,  have
          paid solely from their own assets all  obligations  and have conducted
          business  solely in each of their  own names and each hold  themselves
          out as separate entities and have not entered into and are not parties
          to any transactions with any Affiliates, except on terms which are not
          less  favorable  than would be obtained in a  comparable  arm's length
          transaction with an unrelated third party;

               each of the Borrowers,  on the one hand, and Mall I, on the other
          hand,  maintain  their  own bank  accounts,  books  and  records  on a
          separate  basis from those of any other party and maintain a principal
          and administrative office through which their businesses are conducted
          separate from that of any Affiliate;  provided,  however, that each of
          the Borrowers on the one hand, and Mall I and their Affiliates, on the
          other hand, may have offices in the same location, provided there is a
          fair and appropriate  allocation of overhead costs, if any, among such
          Borrower on the one hand, Mall I and any such Affiliates, on the other
          hand, and each of such Affiliates, bears its fair share of such costs;

<PAGE>

               each of the Borrowers,  on the one hand, and Mall I, on the other
          hand,  has disclosed in any  consolidated  financial  statements for a
          group  of  which  any of the  Borrowers  or  Mall I are a  member  the
          Borrower's and/or Mall I's separate legal existence and indicated that
          the assets and liabilities of such Borrowers, on the one hand, or Mall
          I,  on the  other  hand,  are  intended  to be  available  only to the
          creditors of such  Borrower,  on the one hand, or Mall I, on the other
          hand;

               each of the Borrowers,  on the one hand, and Mall I, on the other
          hand,  have  observed  all  limited  liability  company  or  corporate
          formalities,  as the  case  may  be,  regarding  their  existence,  in
          memorializing the determinations on all significant  transactions,  in
          paying  the  salaries  of their  own  employees,  if any (or  paying a
          proportionate share of the salary of any employee of any Affiliate who
          performs work for such Borrower  and/or Mall I and such Affiliate) and
          in preparing, filing and paying all taxes of such Borrower or Mall I;

               each of the Borrowers,  on the one hand, and Mall I, on the other
          hand, use separate stationary, invoices and checks;

               each of the Borrowers,  on the one hand, and Mall I, on the other
          hand,  correct any known  misunderstanding  regarding  their  separate
          identity  and do not  identify  themselves  as a division of any other
          party;

               neither the Borrowers,  on the one hand, nor Mall I, on the other
          hand, are the obligor or guarantor of, or otherwise  responsible  for,
          payment of any  obligations  for borrowed  money,  except as permitted
          under the Credit Agreement;

               Mall  Construction  Subsidiary has not amended Sections 2.8, 2.10
          and 2.11 of its  Limited  Liability  Company  Agreement  in any manner
          except as otherwise permitted under the Credit Agreement;

               neither the  Borrowers nor Mall I have  acquired  obligations  or
          securities of (i) its members or shareholders,  as the case may be, or
          (ii) any other Affiliates of such members or  shareholders,  except to
          the extent otherwise expressly permitted under the Credit Agreement;

               neither  the  Borrowers  nor Mall I have made  loans to any other
          party or bought or hold evidence of  indebtedness  issued by any other
          party, except as may be permitted by the Credit Agreement;

               LVSI has not amended  Articles  Third,  Fifth,  Tenth,  Eleventh,
          Twelfth,  Thirteenth or Fourteenth of its Articles of Incorporation in
          any material manner, except as permitted under the Credit Agreement;

               there have been no Scope  Changes  with  respect  to the  Project
          other than Safe Harbor Scope Changes;

               there are  stored on the site of the  Project  all  materials  in
          sufficient quantities and of sufficient quality to be installed in the
          Mall for which labor for  installation  is included in the cost of the
          Mall  Punchlist  Items and all such  materials  are fully paid for and
          owned by Mall  Construction  Subsidiary  and are to be  transferred to
          Mall I on the date hereof; and

               the Mall contains at least 515,000 gross square feet and not more
          than 580,000 gross square feet.

               In order to induce SBRC to enter unto this  Agreement and provide
          the waivers and agreements  provided  herein,  Adelson  represents and
          warrants to SBRC and GMACCM that the  following  statements  are true,
          correct  and  complete  as of the date  hereof  and as of the date the
          conditions set forth in Section 4 are satisfied:

               all  governmental   authorizations   and  actions   necessary  in
          connection  with  the  execution  and  delivery  by  Adelson  of  this
          Agreement and the performance of his  obligations  hereunder have been
          obtained or performed and remain valid and in full force and effect;

               this  Agreement  has been duly  executed and delivered by Adelson
          and  constitutes the legal,  valid and binding  obligation of Adelson,
          enforceable   against   Adelson  (and  Adelson's   heirs,   executors,
          administrators,  legal  representatives,  successors  and  assigns) in
          accordance  with the terms of this  Agreement,  subject to  applicable
          bankruptcy,  insolvency,  moratorium  and other similar laws affecting
          creditors' rights generally and general principles of equity;

<PAGE>

               the execution,  delivery and performance of this Agreement (i) do
          not and will not contravene any law, rule, regulation, order, judgment
          or decree  applicable  to or  binding  on the Mall or the  Project  or
          Adelson or any of his assets or  properties;  (ii) do not and will not
          contravene,  or result  in any  breach of or  constitute  any  default
          under,  any  agreement or instrument to which Adelson is a party or by
          which  Adelson  or any of his  assets  or  properties  may be bound or
          affected or which binds the Mall or the Project; (iii) do not and will
          not require the consent of any Person under  existing law or agreement
          which  has not  already  been  obtained  and  (iv) do not and will not
          result in or require the  creation of any Lien upon the Project or the
          Mall;

               there  is no  pending  or,  to the best of  Adelson's  knowledge,
          threatened  action or proceeding  affecting  Adelson,  the Mall or the
          Project before any court,  governmental  agency or  arbitrator,  which
          might  reasonably be expected to materially  and adversely  affect the
          financial condition,  results of operations,  business or prospects of
          Adelson or the  ability of Adelson to perform  his  obligations  under
          this  Agreement,   including,  without  limitation,  the  Construction
          Litigation and the Additional Contingent Claims;

               Adelson possesses all franchises, certificates, licenses, permits
          and other governmental  authorizations and approvals necessary for him
          to  own  his  properties,  conduct  his  businesses  and  perform  his
          obligations under this Agreement;

               Adelson has complied with the terms and conditions of the Adelson
          Subordination Agreement with respect to Adelson Trade Claims;

               there have been no Scope  Changes  with  respect  to the  Project
          other than Safe Harbor Scope Changes;

               there are  stored on the site of the  Project  all  materials  in
          sufficient quantities and of sufficient quality to be installed in the
          Mall for which labor for  installation  is included in the cost of the
          Mall  Punchlist  Items and all such  materials  are fully paid for and
          owned by Mall  Construction  Subsidiary  and are to be  transferred to
          Mall I on the date hereof; and

               the Mall contains at least 515,000 gross square feet and not more
          than 580,000 gross square feet.

Section 4.        CONDITIONS TO EFFECTIVENESS

     The  waivers,  consents  and  amendments  set  forth in  Section  1 of this
Agreement shall become effective only upon satisfaction of each of the following
conditions precedent on or before the Outside Completion Deadline:

     Execution  and  delivery  to Lender of  waivers  of all  presently  uncured
defaults and Events of Default and Potential Events of Default under each of (i)
the  Disbursement  Agreement,  in a form  substantially  similar to Exhibit  G-1
attached hereto,  (ii) that certain Term Loan and Security Agreement dated as of
December  22,  1997 by and among LVSI,  Venetian,  the  lenders  named  therein,
BancBoston  Leasing Inc. and General Electric Capital  Corporation and (iii) the
Bank Credit Agreement (collectively, the "Facility Waivers"), each substantially
in the form of Exhibit G-2 and G-3 hereto;

     Venetian and LVSI shall have caused the Project to be free of all Liens and
encumbrances other than Permitted Liens, and the Title Company shall have issued
to  Lender  endorsements  insuring  that the  Project  is free of all  Liens and
encumbrances other than Permitted Liens;

     The  Unallocated  Contingency  Balance  shall equal or exceed the  Required
Minimum  Contingency,  and Available Funds shall equal or exceed Remaining Costs
after giving effect to the Additional  Contingent Claims as a Remaining Cost (it
being understood the Lender may rely on the Construction Consultant set forth in
(e) below or the Disbursement Agent in making such determination);

     Borrowers  shall  have  certified  to the  Lender  in  form  and  substance
acceptable to Lender and the Construction  Consultant,  that (i) the schedule to
achieve Completion attached hereto as Exhibit B is accurate and complete and all
conditions  for  Completion  will be satisfied  by November  12, 1999,  (ii) the
Unallocated   Contingency   Balance  equals  or  exceeds  the  Required  Minimum
Contingency  and  Available  Funds  equals or exceeds  Remaining  Costs and such
certification  shall set forth in detail the  derivation of all such figures and
calculations  and set forth in detail the sources  for payment of all  Remaining
Costs;

<PAGE>

     The Construction  Consultant shall have certified to the Lender in form and
substance  acceptable  to Lender  that (i) the  schedule  to achieve  Completion
attached hereto as Exhibit B is reasonable and all conditions for Completion may
be  satisfied by November 12, 1999,  (ii) the  Unallocated  Contingency  Balance
equals or exceeds the Required Minimum  Contingency,  and Available Funds equals
or exceeds Remaining Costs and such certification  shall set forth in detail the
derivation  of all such figures and  calculations  and (iii) such  certification
further sets forth in detail the sources for payment of all Remaining Costs;

     Adelson and Lender shall have  entered into the Trade Claims  Subordination
Agreement and the Adelson  Subordination  Agreement in the forms attached hereto
as Exhibit D.

     There shall have been a closing under the Sale and  Contribution  Agreement
and Mall I shall have  assumed all  obligations  of  Borrowers  under the Credit
Agreement and the other Loan  Documents,  in a form  reasonably  satisfactory to
Lender;

     Lender shall have received  copies of each of the  certificates  issued for
the  bonding of any Liens  relating  to the  Project or the Mall and the Lender,
after consultation with the Construction Consultant,  shall have determined that
the obligations under such bonds shall have been equitably allocated;

     Borrowers  shall have made the payment of principal and interest in full in
respect of the  Mortgage  Notes and the  Subordinated  Notes due on November 15,
1999;

     Administrative  Agent  shall  have  received  the letter  from the  bonding
company referred to in Section 8(i) of the FADAA Waiver;

     To the extent not otherwise set forth herein, all the conditions  precedent
set forth in Section 4 of the FADAA Waiver shall have been satisfied;

     Lender  shall  have  received  an  opinion  or  opinions  of counsel to the
Company,  Mall I and Adelson, in a form and substance  reasonably  acceptable to
Lender;

     Lender shall have received an estoppel  certificate  from the HVAC Provider
in form and substance  satisfactory  to Lender,  stating that, as of the date of
such certificate,  (i) there are no uncured  defaults,  nor is the HVAC Provider
aware of any  condition  or state of events  that with the  passage  of time may
result in a  default  by the  Company  under the HVAC  Services  Agreement,  the
Construction  Agency  Agreement  or the HVAC  Ground  Lease  and (ii)  that such
agreements remain in full force and effect;

     No Events of Default or Potential  Events of Default  (other than those set
forth on Schedule 1 hereto) under the Credit Agreement or the other Loan

          -----------
Documents shall exist or be continuing;

     Adelson,  as  primary  obligor  and  not  merely  as  surety,   shall  have
unconditionally and irrevocably guaranteed to Lender the Borrowers' and Mall I's
payment of the full amount of certain  construction costs by execution of a Mall
Scope Change Guaranty in the form of Exhibit E, attached hereto; and

     Goldman Sachs Mortgage  Company shall have executed and delivered to Lender
an acknowledgment and agreement in the form attached hereto as Exhibit H.

                                                               ---------

     Notwithstanding  the foregoing,  if an Advance is made on or after the date
hereof,  Section 1, Section 4, Section 7 and Section 11 shall become immediately
effective  (provided that this Agreement has been executed and delivered by each
of the parties hereto), provided,  however, that such effectiveness shall not be
deemed a waiver of the conditions set forth above for any other purpose or under
any other agreement.

Section 5.        CERTAIN ADDITIONAL AGREEMENTS OF BORROWERS AND ADELSON

     Borrowers and Mall I agree that they will comply with the terms, agreements
and conditions of the Facilities  Waivers,  including without limitation Section
6(a) of the Facilities Waiver with respect to the Bank Credit Agreement.

     Borrowers'  failure to comply with any covenant or  agreement  hereunder or
breach of any  representation or warranty made herein shall constitute a default
hereunder and under the Credit Agreement.

     Adelson shall cause Borrowers to comply with the terms of the  Disbursement
Agreement and FADAA Limited Waiver from and after the Mall Release Date.

<PAGE>

     For the  benefit of the parties to the FADAA,  Interim  Mall Lender and any
successors thereto (prior to and after the Mall Release Date) and Mall I, or any
other future owner of the Mall and such owner's secured lenders,  Tranche A Take
Out Lender,  its borrowers and any  successors or assigns  thereof (and all such
parties are expressly  made and intended to be third party  beneficiaries  under
this  Agreement),  Borrowers and Adelson each agree to comply with Sections 6(b)
and 6(i) of the FADAA Waiver.

Section 6.        ACKNOWLEDGMENT REGARDING FEES AND EXPENSES

     Borrowers hereby acknowledge that all costs, fees and expenses as described
in Section 8.3 of the Credit Agreement incurred by Lender and their counsel with
respect  to  this  Agreement,  the  Disbursement  Agreement  or any  other  Loan
Documents,  and the documents and transactions  contemplated hereby and thereby,
shall be for the account of Borrowers,  Borrowers and hereby agree that all such
amounts, and any other amounts due and owing to such parties at that time, shall
be paid out of Advances made in connection  with the  occurrence of Mall Release
and Completion and if not so paid then immediately upon demand.

Section 7.        AMENDMENT TO CREDIT AGREEMENT

     The Credit Agreement is hereby amended (i) by incorporating a Section 9, as
set forth on Exhibit F attached hereto; (ii) by incorporating a Section 5.14, as
set forth on Exhibit F attached  hereto;  and (iii) by  incorporating  a Section
7.20,  as set forth on  Exhibit  F.  LVSI,  Venetian  and  GCCLLC  shall have no
liability with respect thereto.

Section 8.        DEFAULT

     The failure to comply with any covenant hereunder by Adelson or the Company
shall  constitute  an Event of  Default  under  this  Agreement  and an Event of
Default under the Credit Agreement, subject to applicable cure, notice and grace
periods.

Section 9.        GOVERNING LAW

     THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE  WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,  WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.

Section 10.       COUNTERPARTS; EFFECTIVENESS

     This  Agreement  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.

Section 11.       NO RELEASE

     Notwithstanding  anything  to the  contrary  contained  in any  document or
instrument  executed by Lender in connection with the Mall Release Condition but
subject  to that  certain  Release  of even  date  herewith,  a copy of which is
attached  hereto as Exhibit I,  Borrowers  agree that they shall not be released
from any of their  agreements and  obligations  set forth herein or in the FADAA
Limited Waiver  executed  currently  herewith,  such  agreements and obligations
being deemed entered into after any such release.

<PAGE>

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

                                VENETIAN  CASINO  RESORT,  LLC,
                                a  Nevada  limited  liability company

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


                                By: /s/ David Friedman

                                    -------------------------------------
                                        Name: David Friedman
                                        Title: Secretary

                                LAS VEGAS SANDS, INC., a Nevada corporation

                                By: /s/ David Friedman

                                    -------------------------------------
                                        Name: David Friedman
                                        Title: Secretary

                                GRAND CANAL SHOPS MALL  CONSTRUCTION,  LLC,
                                a Delaware limited liability company

                                By: /s/ David Friedman

                                    -------------------------------------
                                        Name: David Friedman
                                        Title: Secretary

                                GRAND  CANAL  SHOPS MALL,  LLC,
                                a Delaware limited liability company

                                By: /s/ David Friedman

                                    -------------------------------------
                                        Name: David Friedman
                                        Title: Secretary

                       (Signatures continued on next page)

<PAGE>

                             /s/ Sheldon G. Adelson

                               -------------------------------------
                               Sheldon G. Adelson

                        SIGNATURES CONTINUED ON NEXT PAGE

<PAGE>

                                SALOMON BROTHERS REALTY CORP.,
                                a New York corporation

            By:                 GMAC Commercial Mortgage Corporation,
                                its agent

                                       By: /s/  Vacys Garbonkus

                                           -------------------------------------
                                        Name:   Vacys Garbonkus
                                        Title:  Senior Vice President

<PAGE>

<TABLE>
<CAPTION>

                         List of Schedules and Exhibits

                              to Limited Waiver and

                      Second Amendment to Credit Agreement

                                     (MALL)

        <S>                  <C>
        Schedule 1           Events of Defaults and Potential Events of Default
        Exhibit A            Chart of Remaining Costs
        Exhibit B            Schedule to Achieve Completion
        Exhibit C            Status Summary of the Construction Litigation
        Exhibit D            Forms of Subordination Agreements by Adelson
        Exhibit E            Mall Scope Change Guaranty
        Exhibit F            Additional Provisions to Credit Agreement
        Exhibit G-1          FADAA Limited Waiver
        Exhibit G-2          Bank Credit Limited Waiver
        Exhibit G-3          GECC Limited Waiver
        Exhibit H            Agreement of Goldman Sachs Mortgage Corporation
        Exhibit I            Release from Lender in favor of LVSI, Venetian and
                             Mall Construction Subsidiary

</TABLE>

<PAGE>

                                   SCHEDULE 1

                EVENTS OF DEFAULT AND POTENTIAL EVENTS OF DEFAULT

          The  failure  to remove  any  Liens  resulting  from the  Construction
     Litigation that are not Permitted  Liens in a timely manner,  provided that
     all  Liens  have been  removed  or bonded  over as of the date  hereof  and
     continue to be bonded over removed  (this  waiver  shall be effective  with
     respect to any Lien that has been and  continues  to be bonded and  insured
     over  by the  Title  Insurer,  notwithstanding  the  Company's  failure  to
     complete the legal procedure for having such Lien removed of record).

          The failure to satisfy each of the Opening Conditions prior to Opening
     Date as required pursuant to Section 7.20 of the Credit Agreement.

          The  failure  to  remedy  or  have   waived  any  default   under  the
     Disbursement  Agreement  existing on or prior to the date hereof  within 30
     days of the occurrence of such default as required  pursuant to Section 8.5
     of the Credit Agreement, but only to the extent such defaults are listed on
     Schedule 1 of the waiver attached as Exhibit G hereto.

          A default by the Borrowers under any of the other Financing Agreements
     existing on or prior to the date hereof, provided that such default has, as
     of the date hereof, been cured or waived pursuant to a Facility Waiver.

          A default under Section 8.13 of the Credit Agreement that has occurred
     because of any default under the Construction Management Agreement relating
     to or arising out of the Construction Litigation, provided that such waiver
     shall not extend beyond the Completion Date.

          Any default  under any of the  Operative  Documents  arising out of or
     relating  to any of the  matters  covered in 1-5 above to the  extent  such
     matters have been waived as of the date hereof.

          Any default under Section 7.4 of the Credit Agreement by reason of any
     of  the  Additional   Contingent  Claims  being  deemed  to  be  Contingent
     Obligations  (as defined in the Credit  Agreement),  but only to the extent
     such Additional  Contingent  Claims are being contested by the Borrowers in
     good  faith.  If such  Additional  Contingent  Obligations  become  due and
     payable,  the  waivers  contained  in  this  Item  7  shall  no  longer  be
     applicable.

<PAGE>

                                    EXHIBIT F

                    ADDITIONAL PROVISIONS TO CREDIT AGREEMENT

                              SECTION 9 - ACCOUNTS

               Section  9.1  Retainage  Escrow  Account;  Tax  Escrow  Accounts;
          Insurance  Escrow Account;  Start-Up Costs Escrow  Account;  Springing
          Cash Management Account.

               () On the Mall  Release  Date,  Borrowers  shall  cause  the Mall
          Retainage/Punchlist  Account  to be  funded  in  accordance  with  the
          requirements  of  the  Disbursement  Agreement  and  the  Mall  Escrow
          Agreement  to be  executed by the  parties.  Borrowers'  and  Lender's
          respective   rights  and   obligations   with   respect  to  the  Mall
          Retainage/Punchlist   Account  and  the   Retainage   Escrow   Account
          Collateral,  as defined at the end of this Section, shall be set forth
          in the Retainage Pledge and Security Agreement.

               () On or before the Mall Release Date, GMAC  Commercial  Mortgage
          Corporation,  as  collateral  agent (the  "Collateral  Agent"),  shall
          establish  and maintain at its office  located at 100 S. Wacker Drive,
          Chicago,  Illinois  (or such other office of  Collateral  Agent as the
          Collateral  Agent  shall  designate  in a notice to  Borrower  and the
          Lender),  an  account  specified  in writing  by  Collateral  Agent to
          Borrower  (such  account,  together  with any other  account  that the
          Collateral  Agent shall  establish  in lieu  thereof,  the "Tax Escrow
          Account").  On the Mall Release Date, Borrower shall deposit available
          funds in the amount of $180,157.29  (x) if the Mall Release Date shall
          occur after the date upon which the Mall shall be  assessed,  for real
          estate purposes, separately from any other portion of the Project (the
          "Assessment  Date"),  into the Tax  Escrow  Account or (y) if the Mall
          Release Date shall occur prior to the  Assessment  Date,  into the REA
          Tax Escrow Account (as defined in the Cooperation  Agreement).  On the
          first day of each month (the "Deposit Date"), if any,  occurring prior
          to the Assessment Date,  Borrower shall make the deposits into the REA
          Tax Escrow Account in the amounts,  and at the times, that Borrower is
          required  so to do under the  Cooperation  Agreement.  On the  Deposit
          Date, if any,  occurring after the Assessment Date, the Borrower shall
          deposit into the Tax Escrow Account immediately  available funds in an
          amount equal to the greater of (x) one-twelfth (1/12) of the Taxes and
          other charges that the Lender,  in good faith,  shall estimate will be
          payable during the next following  twelve (12) months or (y) the Taxes
          and Other Charges that the Lender, in good faith,  shall estimate will
          be payable during the next following three (3) months (but in no event
          less than the amount that the Lender, in good faith,  determines shall
          be  necessary  in  order  to  accumulate  in the  Tax  Escrow  Account
          sufficient  funds to pay all Taxes and other  charges at least fifteen
          (15) business days prior to their respective  delinquency  dates).  In
          determining,  at any given time,  the amounts to be  deposited  by the
          Borrower  into the Tax  Escrow  Account  pursuant  to this  subsection
          9.1(b),   the  Lender   shall  take  into  account  the  Bank  Account
          Collateral,  as  defined  at the end of  Section  9,  if any,  then on
          deposit in the Tax Escrow Account and not necessary, in the good faith
          determination of the Lender, to pay Taxes and Other Charges.

               ()  Borrower  shall  make the  deposits  into  the REA  Insurance
          Premium  Escrow Account (as defined in the  Cooperation  Agreement) in
          the  amounts,  and at the times,  that  Borrower  is required so to do
          under the Cooperation Agreement.

<PAGE>

               () On or before the Mall Release Date, the Collateral Agent shall
          establish  and maintain at its office  located at 100 S. Wacker Drive,
          Chicago,  Illinois  (or such other office of as the  Collateral  Agent
          shall  designate in a notice to Borrower  and the Lender),  an account
          specified in writing by Collateral  Agent to Borrower  (such  account,
          together  with any  other  account  that the  Collateral  Agent  shall
          establish in lieu thereof,  the "Start-Up Costs Escrow  Account").  On
          the Mall Release Date,  Borrower shall deposit into the Start-Up Costs
          Escrow  Account  Funds  the  amount  required  under  the terms of the
          Disbursement   Agreement  to  be  set  forth  on  the  "mall   leasing
          commissions reserve" line item (the "Brokerage  Commissions  Deposit")
          plus the amount required under the terms of the Disbursement Agreement
          to be set forth in the "mall  tenant  improvement  reserve"  line item
          ("TI Costs  Deposit") (such sum, the "Shortfall  Deposit").  As of the
          Mall Release  Date, a portion of the  Shortfall  Deposit  equal to the
          Brokerage   Commissions   Deposit  shall  be  held  in  the  Brokerage
          Commissions Subaccount and a portion of the Shortfall Deposit equal to
          the TI Costs Deposit shall be held in the TI Costs Subaccount.  If, at
          any  time,  there  would  be  Realized  Savings  (as  defined  in  the
          Disbursement  Agreement) if the amount of funds then on deposit in the
          Brokerage  Commissions  Subaccount or the TI Costs  Subaccount  were a
          Line Item (as  defined  in the  Disbursement  Agreement)  in a Project
          Budget (as  defined in the  Disbursement  Agreement),  then,  Borrower
          shall be entitled to direct the Collateral  Agent to disburse funds to
          Borrower in the amount of such Realized  Savings;  provided,  however,
          this provision shall not be operative and no such disbursements may be
          made until the Construction Litigation, as defined in that certain
          Limited Waiver and Second Amendment to Credit Agreement, to which this
          Section 9 is  attached  as  Exhibit  F, has been  finally  adjudicated
          (subject to no further  appeal) or has been settled by all the parties
          thereto and  dismissed  with  prejudice and all sums owed by Borrowers
          under  judgment or  settlement  thereof shall have been fully paid and
          satisfied. If, at any time, the amount of funds then on deposit in the
          TI Costs Subaccount is less than the Required Minimum TI Budget Amount
          (as defined in the Disbursement Agreement), then Borrower, within five
          days thereafter, shall deposit immediately available funds into the TI
          Costs Subaccount to the extent necessary for there to be on deposit in
          the TI Costs Subaccount, the Required Minimum TI Budget Amount.

               () The Borrower shall have no right of withdrawal from any of the
          accounts to be  established  hereunder  (the "Bank  Accounts") and the
          Bank  Accounts  shall be  maintained in the name of and subject to the
          exclusive dominion and control of the Collateral Agent for the benefit
          of the Lender (except as otherwise expressly set forth in this Section
          9.1).

               () Any and  all  money,  cash,  rights  to  deposits  or  savings
          accounts or other items of legal  tender  obtained  from or for use in
          connection with the operation of the Mall ("Money") remitted to a Bank
          Account,  together with any Permitted  Investments in which such Money
          are or  shall  be  invested  or  reinvested  during  the  term of this
          Agreement and all amounts earned, credited or received with respect to
          such  Money  and  Permitted  Investments,  shall be held in such  Bank
          Account and applied in accordance with the terms hereof.

               () From and after the Assessment  Date, the Collateral Agent will
          withdraw from the Tax Escrow  Account  amounts as are  necessary,  and
          shall use such  amounts,  to pay Taxes and other charges that are then
          payable  and with  respect to which the  Collateral  Agent  shall have
          received a bill,  statement or estimate  from a public office or other
          Governmental   Instrumentality;   provided   that  it   shall  be  the
          Borrower's,  and not the Collateral Agent's obligation, to ensure that
          the  Collateral   Agent  receives  all  such  bills,   statements  and
          estimates.  In making  any  payment  from the Tax  Escrow  Account  in
          respect of Taxes and other  charges,  the  Collateral  Agent may do so
          according to any bill,  statement or estimate  received  from a public
          office or other Governmental Instrumentality without inquiry as to the
          accuracy or validity of such bill,  statement  or estimate or into the
          validity of any  imposition,  sale,  forfeiture,  tax lien or title or
          claim  thereof;  provided that the  Collateral  Agent shall not make a
          given payment if (x) the Borrower  shall be contesting  its obligation
          to make such payment in accordance  with the provisions of Section 5.3
          of the  Credit  Agreement  and (y) the  Collateral  Agent  shall  have
          received from the Borrower  notice of the same prior to the Collateral
          Agent's making of such payment. If, at any time, the Collateral Agent,
          in good faith,  shall  determine that the amount that is or will be in
          the Tax Escrow  Account  fifteen (15)  business days prior to the date
          upon  which  any  Taxes  and  other  charges  will  be  delinquent  is
          insufficient  to pay any such Taxes and other charges,  then Borrower,
          promptly  upon receipt  thereof of notice from the  Collateral  Agent,
          shall pay to the  Collateral  Agent,  for deposit  into the Tax Escrow
          Account,  immediately  available funds necessary (as determined by the
          Collateral Agent in good faith) to pay, at least fifteen (15) business
          days prior to delinquency all Taxes and other charges.

<PAGE>

               () () Within  fifteen  (15) days  after  the Mall  Release  Date,
          Borrower  shall  either (A)  deposit  into the  Start-Up  Cost  Escrow
          Account (to be held in the Operating  Expense  Subaccount) funds in an
          amount equal to $5,000,000  (the "Operating  Expense  Deposit") or (B)
          furnish  to  Lender an  unconditional,  irrevocable  and  transferable
          letter of credit in form and substance satisfactory to Lender ("Letter
          of  Credit")  in an  amount  that is  equal to the  Operating  Expense
          Deposit  and with a term of six (6)  months  (which  Letter  of Credit
          must,  at all times be  replaced,  at least  thirty (30) days prior to
          each  expiration  date  thereof,  with  either  (x) a Letter of Credit
          providing for an  expiration  date that occurs six (6) months from the
          expiration  date  of  the  Letter  of  Credit  being  replaced  or (y)
          immediately  available  funds  in an  amount  equal  to the  Operating
          Expense  Deposit,  which Funds shall be held in the Operating  Expense
          Subaccount).

                           () Subject to the other provisions of this Section 9,
         the Collateral  Agent shall disburse funds from time to time on deposit
         in the Brokerage  Commission  Subaccount or the TI Costs  Subaccount to
         the Borrower to pay brokerage  commissions and fees payable by Borrower
         in connection with Leases permitted in accordance with the terms of the
         Credit  Agreement  ("Brokerage  Commissions") or TI Costs for which the
         Borrower shall not have  previously  requested a disbursement  of funds
         from the  applicable  subaccount  and that are then due and  payable or
         that will be due and payable within the thirty (30) days next following
         the requested  disbursement date ("Leasing Costs") upon satisfaction of
         each of the following conditions:

               () no default or Event of  Default  shall  exist on the date upon
          which the Borrower  furnishes a Leasing Cost Disbursement  Request (as
          defined below) to the Collateral  Agent and to Lender or the date upon
          which the requested disbursement is to be made;

               () at least ten (10) (but no more than thirty (30)) days prior to
          the date on which the  Borrower  desires for the  Collateral  Agent to
          disburse such funds,  the Borrower  shall have given to the Collateral
          Agent and to the Lender a written  request  for such  disbursement  (a
          "Leasing Cost Disbursement Request") specifying, in reasonable detail,
          the  Leasing  Costs to which  such  funds are to be  applied  (and the
          amount of each Leasing Cost), the amount of the  disbursement  sought,
          and the date upon which the Borrower  desires for the Collateral Agent
          to disburse such funds; and

               () the Leasing Cost Disbursement Request shall be accompanied (1)
          by a  certificate  in favor of Lender which is signed by an authorized
          officer  of the  Borrower  ("Borrower's  Certificate"),  in  form  and
          substance reasonably  satisfactory to the Lender,  certifying that the
          Leasing  Costs for which the Borrower is seeking the  disbursement  of
          funds have been  incurred by the Borrower and are then due and payable
          (or will be due and  payable  within the next  following  thirty  (30)
          days) and (2) invoices or other evidence  reasonably  satisfactory  to
          the Lender that the Leasing Costs in question are then due and payable
          (or will be due and  payable  within the next  following  thirty  (30)
          days).

               () () Within  fifteen  (15) days after the Mall shall  first have
          been open for business for six (6) consecutive  full calendar  months,
          and,  thereafter,  within fifteen (15) days after request  therefor by
          the Lender (which  request shall be made not more than once during any
          calendar month) (each such fifteenth  (15th) day, a "Delivery  Date"),
          or at any time as Borrower shall desire to do so (but in no event more
          than once per calendar  month)  Borrower  shall  furnish to the Lender
          (for its reasonable approval) a calculation of the DSCR (as defined at
          the end of this  Section  9) with  respect  to the  period of six full
          calendar  months  immediately  preceding such Delivery Date (each such
          six-month  period, a "Preceding  Period"),  together with all relevant
          financial  and  other  information  and  materials  relating  to  such
          calculation (collectively, "DSCR Materials"). If the DSCR for any such
          Preceding  Period  shall be less than 1.25 or  Borrower  shall fail to
          furnish  such DSCR  Materials to the Lender  within  fifteen (15) days
          after Lender's  request  (except in the case of the initial deliver of
          DSCR  Materials  required  hereunder)  as  aforesaid  (either  of  the
          foregoing,  a "DSCR Event"), then, during the period commencing on the
          applicable  Delivery  Date and ending at such  future time as the DSCR
          for the Mall for six  consecutive  full calendar months shall equal or
          exceed  1.25  (each,  a "DSCR  Period"),  and  for  each  DSCR  Period
          thereafter occurring,  the provisions of paragraph (ii) below shall be
          applicable.

<PAGE>

               () If, at any time, a DSCR Event shall occur, then Borrower shall
          promptly thereafter  establish an interest-bearing  depository account
          at a nationally  recognized  commercial bank reasonably  acceptable to
          the Lender (the "CMA Bank"),  for the benefit of the Collateral  Agent
          ("Cash  Management  Account").  Borrower will cause all rents from the
          Mall to be deposited  directly into the Cash  Management  Account on a
          daily basis.  If on the last banking day prior to the date of the Loan
          interest  payment  that  is then  next  due,  the  funds  in the  Cash
          Management  Account  are less  than the  amount  of the Loan  interest
          payment then due,  Borrower  shall deposit the shortfall into the Cash
          Management Account.  The Collateral Agent shall have control over, and
          a first priority security interest in, the Cash Management Account and
          all Bank  Account  Collateral  relating  thereto.  At any time that no
          Event of Default  shall exist,  Borrower  shall have the right to make
          withdrawals from the Cash Management Account solely for the purpose of
          paying amounts payable in respect of the  Indebtedness,  any bona fide
          operating expenses or capital  expenditures  relating to the Mall that
          are certified as such by Borrower  pursuant to Borrower's  Certificate
          and  any  other   expenditures   that  are   approved  by  the  Lender
          (collectively,  "Permitted Payments"). The Collateral Agent shall have
          the right to debit the Cash  Management  Account in  payment  for each
          monthly  interest  payment  and any  other  amounts  owed to Lender or
          others under the Loan  Documents.  All interest  earned under the Cash
          Management  Account  shall be  credited  to  Borrower.  Promptly  upon
          request therefor by the Lender,  Borrower shall execute and deliver to
          the  Collateral   Agent  all  documents,   instruments  and  financing
          statements that the Lender shall  reasonably  require in order for the
          Collateral  Agent  to  obtain  a  perfected  first  priority  security
          interest  in  the  Cash  Management   Account  and  all  Bank  Account
          Collateral relating thereto.  If, at any time after a DSCR Event shall
          occur,  the DSCR for the Property for six  consecutive  full  calendar
          months shall equal or exceed 1.25, then,  provided no Event of Default
          shall then exist,  the  Collateral  Agent shall direct the CMA Bank to
          release  the funds then on deposit in the Cash  Management  Account to
          Borrower.

               () The Collateral  Agent,  at the direction of the Lender,  shall
          cause the Money in the Bank Accounts to be invested and  reinvested in
          one or  more  Permitted  Investments  (as  defined  at the end of this
          Section 9); provided that the Borrower,  upon reasonable  prior notice
          given by the Borrower to the  Collateral  Agent,  shall be entitled to
          select a particular  Permitted  Investment(s) so long as no default or
          Event of Default  shall then  exist.  All such  Permitted  Investments
          shall  be made in the  name of and be  under  the  sole  dominion  and
          control of the  Collateral  Agent for the benefit of the  Lender.  The
          Collateral  Agent  shall  direct  that all  income or other  gain from
          investments  of Money held in any Bank  Account be  deposited  in such
          Bank  Account upon receipt  thereof and any loss  resulting  from such
          investments shall be charged to such Bank Account.  The Borrower shall
          include all such  income or gain on any Bank  Account as income of the
          Borrower   for   federal   and   applicable    state   tax   purposes.
          Notwithstanding the foregoing,  the Lender shall be entitled,  without
          notice or liability to the Borrower, to direct the Collateral Agent to
          (and, promptly upon receiving such direction, the Collateral Agent, in
          accordance   with  such   directions,   shall)   liquidate   Permitted
          Investments  and/or to cause Money on deposit in the Bank Accounts not
          to be invested  or  reinvested  in  Permitted  Investments  if (x) the
          Lender,  in good faith,  determines that it is prudent or necessary to
          do so in order to honor a  disbursement  request  from the Borrower or
          (y) an Event of Default shall exist.

               () The  Collateral  Agent shall not be  required to (i)  disburse
          funds from the Start- Up Costs  Escrow  Account  more than once during
          any calendar  month or (ii)  disburse  funds from any Bank Account (or
          any Start-Up Costs Escrow  Subaccount) in excess of the amount of cash
          then on deposit in such Bank Account (or in such Start-Up Costs Escrow
          Subaccount).

               () Borrower shall use any funds disbursed to Borrower pursuant to
          the provisions of subsection 9.1(h)(2) hereof to pay the Leasing Costs
          with  respect  to which  such funds  were  requested.  Borrower  shall
          immediately  repay to the Collateral Agent, to be redeposited into the
          applicable  Start-Up Cost Escrow  Subaccount  and held as Bank Account
          Collateral,  any funds not used by Borrower, within sixty (60) days of
          the date  disbursed,  to pay the Leasing  Costs with  respect to which
          such funds  were  requested.  Borrower  shall  furnish to the  Lender,
          within  fifteen (15) business days of request  therefor by the Lender,
          evidence,  reasonably  satisfactory to the Lender,  that Borrower used
          funds disbursed under  subsection  9.1(h)(2) hereof to pay the Leasing
          Costs with respect to which such funds were requested.

<PAGE>

               () Borrower shall use any funds disbursed to Borrower pursuant to
          the  provisions  of  subsection  9.1(i)(2)  hereof  to  pay  Permitted
          Payments. Borrower shall immediately repay to the Collateral Agent, to
          be  redeposited  into the  Cash  Management  Account  and held as Bank
          Account Collateral,  any funds not used by Borrower, within sixty (60)
          days of the date disbursed, to pay Permitted Payments.  Borrower shall
          furnish to the Lender,  within  fifteen (15)  business days of request
          therefor  by the  Lender,  evidence,  reasonably  satisfactory  to the
          Lender, that Borrower used funds disbursed under subsection  9.1(i)(2)
          hereof to pay Permitted Payments.

               () Without limiting any other provision of this Agreement, if, at
          any time, an Event of Default shall exist,  then the Collateral  Agent
          may at any time  thereafter,  without  demand of  performance or other
          demand,  advertisements  and/or  notices  of any  kind  (all of  which
          demands, advertisements,  and/or notices are hereby expressly waived),
          withdraw the Bank Account  Collateral from the Bank Accounts and apply
          the Bank Account  Collateral to the payment of the Indebtedness as the
          Lender shall determine in its sole discretion and the Collateral Agent
          may  sell  all  or  any  portion  of the  instruments  and  securities
          constituting  part of the Bank Account  Collateral  and apply the Bank
          Account   Collateral  and/or  the  Proceeds  to  the  payment  of  the
          Indebtedness as aforesaid, subject, with respect to the Mall Retainage
          Escrow  Account  Collateral,  the terms of the Mall Escrow  Agreement.
          Neither  Collateral Agent nor Lender shall have any responsibility for
          any loss of value to the Bank Account  Collateral  resulting  from the
          timing of any such sale.

               () Upon payment and  satisfaction  in full of the Loan and of all
          other  obligations  and  liabilities  of the  Borrower  under the Loan
          Documents (but excluding any  indemnification  obligations  that shall
          not have theretofore  arisen and that shall survive the payment of the
          Principal  Indebtedness),  the Collateral  Agent shall release any and
          all amounts on deposit in the Bank Accounts to the Borrower;  provided
          that, if any Person other than  Borrower  shall make or assert a claim
          to, or with respect to, such amounts,  the  Collateral  Agent shall be
          entitled  to retain  such  amounts  until such claim  shall be finally
          determined  by a court of competent  jurisdiction  or otherwise act as
          required under applicable law.

               () On the tenth (10th) business day of each calendar  month,  the
          Collateral  Agent  shall  furnish  to the  Lender  and the  Borrower a
          reasonably  detailed  statement of all deposits into and disbursements
          from the Accounts  during the  immediately  preceding month and during
          the period from the beginning of the calendar year in which such month
          occurs to the end of such month.

                    () The following definitions apply to this Section 9:

                         ()  "Bank  Account  Collateral"  means  the  collective

                              -------------------------
                    reference to:

                         () all of the Borrower's  right,  title and interest in
                    and to the Bank Accounts and the  instruments and securities
                    (including,  without limitation,  Permitted Investments), if
                    any,  from  time to  time  deposited  or  held  in the  Bank
                    Accounts  or  otherwise  held by or for the  benefit  of the
                    Collateral Agent pursuant to the terms hereof;

                         () all interest,  dividends, Money, and other funds and
                    other  property  from  time to time on  deposit  in the Bank
                    Accounts or received,  receivable  or  otherwise  payable in
                    respect  of,  or in  exchange  for,  the  Bank  Accounts  or
                    Permitted Investments; and

                         () to the  extent  not  covered  by clause  (i) or (ii)
                    above,  all proceeds of any or all of the foregoing  (except
                    to the extent that such proceeds  shall have been  disbursed
                    to Borrower from the Bank  Accounts in  accordance  with the
                    provisions  of the Loan  Documents and applied in accordance
                    with the provisions of the Loan Documents).

<PAGE>

                    ()  "Permitted  Investments"  means  any  one or more of the
                         ---------------------
               following:

                         () obligations with a remaining maturity of one year or
                    less that are (i) direct obligations of the United States of
                    America  for the full and  timely  payment of which its full
                    faith and credit is pledged or (ii)  obligations of a Person
                    controlled  or  supervised  by,  and  acting as an agency or
                    instrumentality  of,  and  guaranteed  as a full  faith  and
                    credit  obligation  which shall be fully and timely paid by,
                    the United States of America (including a depository receipt
                    issued by a Lender (as  defined  in Section  3(a) (2) of the
                    Securities  Act of  1933,  as  amended)  as  custodian  with
                    respect  to  such  obligations  or  a  specific  payment  of
                    principal of or interest on any such obligation held by such
                    custodian  for the account of the holder of such  depository
                    receipt,  provided  that  (except as  required  by law) such
                    custodian is not  authorized to make any deduction  from the
                    amount   received  by  the   custodian  in  respect  of  the
                    securities  or  the  specific  payment  of  principal  of or
                    interest  on the  securities  evidenced  by such  depository
                    receipt);

                         () debt  obligations  with a remaining  maturity of one
                    year or less, other than  obligations  referred to in clause
                    (a) above, of any Person, whether evidenced by bonds, notes,
                    debentures, certificates, book entry, deposits, certificates
                    of   deposit,   commercial   paper,   bankers   acceptances,
                    reinvestment   letters,   investment   contracts,    funding
                    agreements  or other  instruments,  which shall be rated not
                    lower than (i) Aaa by Moody's or if it has a short-term debt
                    rating then a  short-term  debt rating not lower than P-1 by
                    Moody's and (ii) AAA by S&P or if it has a  short-term  debt
                    rating then the highest  short-term  debt rating category by
                    S&P)  and  bonds  or  other  obligations  with  a  remaining
                    maturity  of 91 days or less rated Aaa by Moody's and AAA by
                    S&P,  used by or by  authority  of any  state of the  United
                    States,  any territory or  possession of the United  States,
                    including  the  Commonwealth  of  Puerto  Rico and  agencies
                    thereof,  or  any  political   subdivision  of  any  of  the
                    foregoing; or any combination of the foregoing.

                    ()  "Retainage   Escrow   Account   Collateral"   means  the

                         -----------------------------------------
               collective  reference to:

                         () all of the Borrower's  right,  title and interest in
                    and to the Retainage  Escrow Account and the instruments and
                    securities   (including,   without   limitation,   Permitted
                    Investments (as defined in the Retainage Escrow Agreement)),
                    if any, from time to time deposited or held in the Retainage
                    Escrow  Account or  otherwise  held by or for the benefit of
                    Lender  pursuant  to  the  terms  of  the  Retainage  Escrow
                    Agreement;

                         () all interest,  dividends, Money, and other funds and
                    other property from time to time on deposit in the Retainage
                    Escrow Account or received,  receivable or otherwise payable
                    in respect  of, or in exchange  for,  the  Retainage  Escrow
                    Account  or  Permitted   Investments   (as  defined  in  the
                    Retainage Escrow Agreement);

                         and to the  extent  not  covered  by clause (i) or (ii)
                    above,  all proceeds of any or all of the foregoing  (except
                    to the extent that such Proceeds  shall have been  disbursed
                    to Borrower from the Retainage  Escrow Account in accordance
                    with the  provisions of the Retainage  Escrow  Agreement and
                    the  Retainage   Escrow  Pledge  Agreement  and  applied  in
                    accordance with the provisions thereof).

<PAGE>

                               EXHIBIT F CONTINUED

                    5.14  Borrowers  shall cause  Grand  Canal Mall  Shops,  LLC
               ("Mall I") to promptly pay when due all amounts  allocated to the
               Mall in  accordance  with  Section  6(b) and 6(i) of that certain
               FADAA Waiver.

                    7.20 A default by any of the  Borrowers  or Mall I under the
               FADAA Waiver or that certain Limited Waiver and Second  Amendment
               to Credit  Agreement  dated as of November  12, 1999 by and among
               Borrowers, Mall I, Lender and Adelson.