LAS VEGAS SANDS, INC.
                                       AND
                           VENETIAN CASINO RESORT, LLC
                    LIMITED WAIVER REGARDING CREDIT AGREEMENT

                    This  LIMITED  WAIVER   REGARDING   CREDIT  AGREEMENT  (this
"Waiver")  is dated as of December  31,  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 Lead Arranger (in such
capacity the "Arranger"), and Scotiabank as administrative agent for Lenders (in
such capacity,  the "Administrative  Agent"), and is made with reference to that
certain Amended and Restated Credit Agreement dated as of September 17, 2001, by
and among  Borrowers,  Lenders,  Administrative  Agent,  and the  Arranger  (the
"Credit Agreement"). Capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Credit Agreement.


                                    RECITALS

                    WHEREAS, Borrowers have advised Lenders that they may not be
in compliance with the Minimum  Consolidated  Adjusted EBITDA covenant as of the
Fiscal Quarter ending December 31, 2001;

                    WHEREAS,  Borrowers have further  advised  Lenders that they
expect  to  obtain a waiver  from the FF&E  Lenders  under  the FF&E  Facilities
Agreement of compliance with the Minimum  Consolidated  Adjusted EBITDA covenant
in such agreement for the Fiscal Quarter ending December 31, 2001;

                    WHEREAS,  Borrowers  have  requested  that Lenders  agree to
waive compliance with the Minimum Consolidated  Adjusted EBITDA covenant for the
Quarter ending December 31, 2001;

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

                    Section 1. LIMITED WAIVER

                    1.1  Waiver of Compliance with Minimum Consolidated Adjusted
                         EBITDA Covenant
                         ---------------

                    A. Subject to the terms and  conditions set forth herein and
in reliance on the representations and warranties of Borrowers herein contained,
Lenders  hereby  waive,  for  the  Fiscal  Quarter  ending  December  31,  2001,
compliance with the provisions of subsection 7.6C of the Credit Agreement.

                    B. Without  limiting the  generality  of the  provisions  of
subsection  10.6 of the Credit  Agreement,  the waiver set forth herein shall be
limited precisely as written and such waiver relates solely to the noncompliance
by Borrowers with the provisions of subsection  7.6C of the Credit  Agreement in
the manner and to the extent  described  above, and nothing in this Waiver shall
be deemed to (a)  constitute a waiver of compliance by Borrowers with respect to
(i)  subsection  7.6C of the Credit  Agreement in any other instance or (ii) any
other  term,  provision  or  condition  of the  Credit  Agreement  or any  other
instrument or agreement  referred to therein  (whether in  connection  with this
waiver of subsection 7.6C of the Credit Agreement or otherwise) or (b) prejudice
any right or remedy that Administrative Agent or any Lender may now have (except
to the extent such right or remedy was based upon  existing  defaults  that will
not exist after giving effect to this Waiver) or may have in the future under or
in  connection  with the Credit  Agreement or any other  instrument or agreement
referred to therein. 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.

                    Section 2. CONDITIONS TO EFFECTIVENESS

                    This   Waiver   shall   become   effective   only  upon  the
satisfaction of all of the following  conditions  precedent (or waiver of any or
all  of the  conditions  precedent  by  the  Administrative  Agent  in its  sole
discretion)  (the  date of  satisfaction  or  waiver  of such  conditions  being
referred to herein as the "Waiver Effective Date"):


                    A. On or before the Waiver  Effective Date,  Borrowers shall
deliver 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 Waiver Effective Date:

                    1.  Resolutions  of the Board of Directors of LVSI approving
               and authorizing  the execution,  delivery and performance of this
               Waiver,  certified  as  of  the  Waiver  Effective  Date  by  the
               corporate secretary or an assistant secretary of LVSI as being in
               full force and effect without modification or amendment;

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<PAGE>

                    2. Signature and incumbency  certificates of the officers of
               LVSI executing this Waiver;

                    3. Executed copies of this Waiver by all parties hereto; and

                    4.  Payment of a waiver  fee of  one-eighth  of one  percent
               (0.125%) of the Commitments and all others costs and expenses due
               under the Credit Agreement.

                    B. Administrative Agent shall have received from Borrowers a
duly executed waiver regarding the FF&E Facility Agreement in form and substance
reasonably satisfactory to Administrative Agent.

                    C. No Event of Default or Potential  Event of Default  under
(and as defined in) the Credit  Agreement  shall have occurred and be continuing
or would result from the effectiveness of this Waiver.

                    D. On or before the Waiver Effective Date, all corporate and
other  proceedings  taken  or to be taken in  connection  with the  transactions
contemplated  hereby and all documents  incidental  thereto not previously found
acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel
shall be reasonably  satisfactory in form and substance to Administrative  Agent
and such counsel,  and Administrative Agent and such counsel shall have received
all  such  counterpart  originals  or  certified  copies  of such  documents  as
Administrative Agent may reasonably request.

                    Section 3. BORROWERS' REPRESENTATIONS AND WARRANTIES

                    In order  to  induce  Lenders  to enter  into  this  Waiver,
Borrowers represent and warrant to each Lender that the following statements are
true, correct and complete:

                    A.  Corporate  Power  and  Authority.   Borrowers  have  all
requisite corporate power and authority to enter into this Waiver.

                    B.  Authorization of Agreements.  The execution and delivery
of this Waiver has been duly authorized by all necessary corporate action on the
part of Borrowers.

                    C. No Conflict.  The  execution and delivery by Borrowers of
this Waiver does not and will not (i)  violate any  provision  of any law or any
governmental  rule  or  regulation  applicable  to  Borrowers  or any  of  their
Subsidiaries,  the  Certificate  or  Articles  of  Incorporation  or  Bylaws  of
Borrowers or any of their  Subsidiaries or any order,  judgment or decree of any
court or  other  agency  of  government  binding  on  Borrowers  or any of their
Subsidiaries,  (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
Borrowers or any of their Subsidiaries,  (iii) result in or require the creation
or imposition  of any Lien upon any of the  properties or assets of Borrowers or
any of their  Subsidiaries,  or (iv) require any approval of stockholders or any
approval or consent of any Person under any Contractual  Obligation of Borrowers
or any of their Subsidiaries  except for such violations,  conflicts,  approvals
and consents the failure of which to obtain could not  reasonably be expected to
have a Material Adverse Effect.

                    D.  Governmental  Consents.  The  execution  and delivery by
Borrowers  of this Waiver does 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.

                    E. Binding  Obligation.  This Waiver has been duly  executed
and delivered by Borrowers and when executed and delivered,  will be the legally
valid and binding  obligations of Borrowers,  enforceable  against  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.

                    F.  Incorporation  of  Representations  and Warranties  From
Credit Agreement.  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 Waiver  Effective  Date to the same  extent as though
made on and as of that  date,  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.

                    Section 4. MISCELLANEOUS

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

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

                                       2
<PAGE>

                    (ii) The execution,  delivery and performance of this Waiver
               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.  Borrowers acknowledge that all 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 Waiver and
the documents and transactions  contemplated  hereby shall be for the account of
Borrowers.

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

                    D.   Applicable   Law.   THIS  WAIVER  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 Waiver 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 Waiver shall become effective
upon the execution of a counterpart  hereof by Borrowers,  Requisite Lenders and
each of the Loan Parties and receipt by the Company and Administrative  Agent of
written or  telephonic  notification  of such  execution  and  authorization  of
delivery thereof, and satisfaction of the conditions in Section 2 hereof.




                                       3
<PAGE>



                    IN WITNESS  WHEREOF,  the  parties  hereto  have caused this
Waiver 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:   Assistant to the Chairman of the
                                        Board and Secretary


                      VENETIAN CASINO RESORT, LLC

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


                      By:      /s/David Friedman
                               -----------------------------------------
                               Name:    David Friedman
                               Title:   Assistant to the Chairman of the
                                        Board and Secretary





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<PAGE>



                  LENDERS:

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


                      By:      /s/Jim York
                               -----------------------------------------
                               Name: Jim York
                               Title: Managing Director & Office Head




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<PAGE>





                      AIMCO CDO SERIES 2000-A





                      By:      /s/Roberta S. Asher
                               -----------------------------------------
                               Name: Roberta S. Asher
                               Title: Authorized Signature


                      Notice Address:



                               Attention:
                               Telefax:









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<PAGE>








                      ALLSTATE LIFE INSURANCE COMPANY





                      By:      /s/Roberta S. Asher
                               ----------------------------------------
                               Name: Roberta S. Asher
                               Title: Authorized Signature


                      Notice Address:



                               Attention:
                               Telefax:









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<PAGE>








                      AMMC CDO I, LIMITED





                      By:      -----------------------------------------
                               Name:
                               Title:


                      Notice Address:



                               Attention:
                               Telefax:






                      AMMC CDO II, LIMITED





                      By:      -----------------------------------------
                               Name:
                               Title:


                      Notice Address:



                               Attention:
                               Telefax:







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                      BEAR STEARNS INVESTMENT PRODUCTS INC.





                      By:      /s/Marc Simon
                               -----------------------------------------
                               Name: Marc Simon
                               Title: Managing Director


                      Notice Address:
                               Bear Stearns Investment Products Inc.
                               245 Park Avenue
                               New York, New York 10167
                               Attention: Gloria Dombrowski
                               Telefax: 212-272-4844









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                      BLACK DIAMOND CLO 1998-1 LTD.





                      By:      /s/David Dyer
                               -----------------------------------------
                               Name: David Dyer
                               Title: Director


                      Notice Address:
                               Black Diamond Capital Management, L.L.C.
                               100 Field Drive, Ste. 140
                               Lake Forest, IL 60045
                               Attention:  Loan Administrator
                               Telefax: (847)615-9064






                      BLACK DIAMOND CLO 2000-1 LTD.





                      By:      /s/Susan Anderson
                               -----------------------------------------
                               Name:  Susan Anderson
                               Title: Assistant Vice President


                      Notice Address:
                               c/o Bankers Trust Company
                               1761 East Saint Andrew Place
                               Santa Ana, CA 92705
                               Attention: Stephen Hessler
                               Telefax: 714-247-6475









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<PAGE>






                      BLUE SQUARE FUNDING LIMITED SERIES 3





                      By:      /s/Susan Anderson
                               -----------------------------------------
                               Name:  Susan Anderson
                               Title: Assistant Vice President


                      Notice Address:
                               c/o Bankers Trust Company
                               1761 East Saint Andrew Place
                               Santa Ana, CA 92705
                               Attention: Stephen Hessler
                               Telefax: 714-247-6475











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<PAGE>






                      CANADIAN IMPERIAL BANK OF COMMERCE





                      By:      /s/John Burke
                               -----------------------------------------
                               Name: John Burke
                               Title: Authorized Signatory


                      Notice Address:
                               Canadian Imperial Bank of Commerce
                               425 Lexington Avenue
                               New York, NY 10017
                               Attention: Stephanie Devane
                               Telefax: (212) 856-3799









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<PAGE>






                      CSAM FUNDING I





                      By:      /s/Andrew H. Marshak
                               -----------------------------------------
                               Name: Andrew H. Marshak
                               Title: Authorized Signatory


                      Notice Address:
                               CSAM Funding I
                               466 Lexington Avenue, 14th Floor
                               New York, NY  10017
                               Attention:  Judith Drummond
                               Telefax:  (713) 216-3572









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<PAGE>






                      FOOTHILL INCOME TRUST, L.P.
                      by FIT GP, LLC, HS General Partner





                      By:      /s/Jeff Kikora
                               -----------------------------------------
                               Name: Jeff Kikora
                               Title: Managing Member


                      Notice Address:
                               Foothill Income Trust, L.P.
                               2450 Colorado Avenue, Suite 3000 West
                               Santa Monica, California 90404
                               Attention:  Mike Bohannon
                               Telefax:  310-453-7470








                      FOOTHILL INCOME TRUST II, L.P.
                      by FIT GP, LLC, HS General Partner





                      By:      /s/Jeff Nikora
                               -----------------------------------------
                               Name: Jeff Nikora
                               Title: Managing Member


                      Notice Address:
                               Foothill Income Trust, L.P.
                               2450 Colorado Avenue, Suite 3000 West
                               Santa Monica, California 90404
                               Attention:  Mike Bohannon
                               Telefax:  310-453-7470







                                      S-11
<PAGE>






                      GLENEAGLES TRADING LLC





                      By:      /s/Ann E. Morris
                               -----------------------------------------
                               Name: Ann E. Morris
                               Title: Assit. Vice President


                      Notice Address:



                               Attention:
                               Telefax:









                                      S-12
<PAGE>








                      HIGHLAND LEGACY LIMITED





                      By:      /s/Louis Koven
                               -----------------------------------------
                               Name: Louis Koven
                               Title: Executive Vice President-CFO


                      Notice Address:



                               Attention:
                               Telefax:









                                      S-13
<PAGE>






                      THE INTERNATIONAL COMMERCIAL
                      BANK OF CHINA, NEW YORK AGENCY





                      By:      /s/Wen-Hui Wang
                               -----------------------------------------
                               Name: Wen-Hui Wang
                               Title: Assistant Vice President &
                                      Deputy General Manager



                      Notice Address:
                               International Commercial Bank of China
                               360 Lexington Avenue, 6th Floor
                               New York, New York  10017
                               Attention:  M. S. Wu
                               Telefax:  646-865-1373

                      Address changes to:
                               65 Liberty Street
                               New York, NY 10005
                               Tele 212-608-4222 (ext 113)
                               Fax: 212-766-5006






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<PAGE>





                      KZH HIGHLAND-2 LLC





                      By:      -----------------------------------------
                               Name:
                               Title:



                      Notice Address:



                               Attention:
                               Telefax:









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<PAGE>






                      LONG LANE MASTER TRUST IV





                      By:      -----------------------------------------
                               Name:
                               Title:


                      Notice Address:



                               Attention:
                               Telefax:










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<PAGE>






                      NATIONAL WESTMINSTER BANK PLC





                      By:      -----------------------------------------
                               Name:
                               Title:


                      Notice Address:



                               Attention:
                               Telefax:










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<PAGE>






                      PAM CAPITAL FUNDING LP





                      By:      /s/Louis Koven
                               -----------------------------------------
                               Name: Louis Koven
                               Title: Executive Vice President-CFO



                      Notice Address:



                               Attention:
                               Telefax:










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<PAGE>






                  PINEHURST TRADING, INC.





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


                      Notice Address:



                               Attention:
                               Telefax:










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<PAGE>






                      TRANSAMERICA LIFE INSURANCE COMPANY





                      By:      /s/Mark E. Dunn
                               -----------------------------------------
                               Name: Mark E. Dunn
                               Title: Vice President


                      Notice Address:
                               4333 Edgewood Road NE
                               Cedar Rapids, Iowa 52499-5335



                               Attention: Director of Private Placement
                               Telefax: 319-369-2666










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<PAGE>






                      TRS1 LLC





                      By:      /s/Rosemary F. Dunne
                               -----------------------------------------
                               Name: Rosemary F. Dunne
                               Title: Vice President


                      Notice Address:
                               TRSI LLC
                               c/o Dueteche Bank AG
                               as Trustee for TRSI LLC
                               1761 East St. Andrew Place
                               Santa Ana, CA 92705-4934


                               Copy To:
                               TRSI LLC
                               c/o Black Diamond Capital Management, LLC
                               100 Field Drive, Suite 140
                               Lake Forest, IL 60045
                               Attention: Loan Administrator
                               Telephone: 847 615-9000
                               Telecopier: 847 615-9064








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