<PAGE>

                                  EXHIBIT 10.36

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

                           VENETIAN CASINO RESORT, LLC

                              LAS VEGAS SANDS, INC.
                       LIMITED WAIVER AND FIRST AMENDMENT

                       TO TERM LOAN AND SECURITY AGREEMENT

     This LIMITED WAIVER AND FIRST AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT
(this  "Agreement")  is dated as of November  12,  1999 and entered  into by and
among LAS VEGAS SANDS, INC., a Nevada corporation ("LVSI" ), and VENETIAN CASINO
RESORT,  LLC, a Nevada limited liability  company ("VCR"),  as joint and several
obligors  (each  of  LVSI  and  VCR,  a  "Borrower"   and,   collectively,   the
"Borrowers"),  GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent (in
such capacity,  "Administrative  Agent") for the financial institutions party to
the Equipment  Loan  Agreement  referred to below  ("Lenders"),  and the Lenders
listed on the signature  pages hereto and is made with reference to that certain
Term Loan and Security Agreement,  dated as of December 22, 1997 (the "Equipment
Loan  Agreement"),  by and among Borrowers,  Lenders,  Administrative  Agent and
BancBoston  Leasing Inc.,  as co-agent.  Capitalized  terms used herein  without
definition  shall have the same  meanings  herein as set forth in the  Equipment
Loan Agreement.

                                    RECITALS

     WHEREAS,  the Administrative  Agent believes that certain Events of Default
and  Defaults,  as set  forth on  Schedule  1  hereto,  may exist as of the date
hereof;

     WHEREAS,  Borrowers,  Administrative Agent and Lenders desire to enter into
this  Agreement  to (i) waive those  certain  Events of Default and Defaults set
forth on Schedule 1 hereto (if and to the extent such  defaults  exist as of the
date  hereof)  so that Mall  Release  Date and  Completion  Date may occur on or
before November 14, 1999 and so that a release from the cash collateral  account
referenced in Section  1.2(i) of the Equipment Loan Agreement can be made on the
Completion  Date,  and (ii) make certain other  agreements and amendments 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 set forth herein, Administrative Agent
and Requisite  Lenders on behalf of the Lenders  hereby waive each of the Events
of Default and Defaults set forth on Schedule 1 attached  hereto (to the extent,
if any, they exist) to the extent and for the period expressly set forth in such
Schedule.

Section 2.        LIMITATION ON WAIVER

     This Agreement shall constitute a limited waiver, which shall be limited in
all  respects  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 Equipment  Loan  Agreement or
          any other  instrument  or  agreement  referred to  therein,  except as
          expressly  set forth in  Schedule  1, or (ii) any  Default or 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; or

     (c)  prejudice  any right or remedy  that the  Administrative  Agent or the
          Lenders have (except to the extent such right or remedy was based upon
          a default that will not exist after giving  effect to this  Agreement)
          under or in connection  with the Equipment Loan 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 Equipment  Loan  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 OF BORROWERS

     In order to induce  Lenders to enter into this Agreement and to provide the
limited  waivers and  consents  and amend the  Equipment  Loan  Agreement in the
manner  provided  herein,  each of VCR and LVSI  represents and warrants to each
Lender 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:

     (1)  Each of VCR and LVSI has all  requisite  power and  authority to enter
          into this  Agreement  and to carry out the  transactions  contemplated
          hereby and perform its obligations hereunder;

     (2)  The execution  and delivery of this  Agreement by VCR and LVSI and the
          performance of their  obligations  hereunder have been duly authorized
          by all necessary action on the part of VCR and LVSI;

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

     (4)  The execution  and delivery by VCR and LVSI of this  Agreement and the
          performance  by VCR and  LVSI 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;

     (5)  This  Agreement  has been duly  executed and delivered by VCR and LVSI
          and  constitutes  the legally valid and binding  obligation of VCR and
          LVSI,  enforceable  against VCR and LVSI in accordance with its 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;

     (6)  The  representations  and  warranties  contained  in  Section 3 of the
          Equipment Loan 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 to the  extent  (i) 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) the  existence of the
          matters  described  on  Schedule 1 are  inconsistent  with any of such
          representations and warranties;

     (7)  The  Remaining  Costs are  accurately  reflected on that certain chart
          previously  delivered to the Administrative  Agent and attached hereto
          as Exhibit A;

     (8)  The  schedule  to  achieve  Completion  previously  delivered  to  the
          Administrative  Agent and attached hereto as Exhibit B is accurate and
          true;

     (9)  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
          or  subcontractor or relating to the bonding company insuring over any
          Lien  relating  to or binding  upon the Mall or the Project or to VCR,
          LVSI,  Mall  Construction  Subsidiary  or any of their  Affiliates  in
          connection  therewith,  and any judgment or settlement  amount owed by
          the  Borrowers  to  the  Construction  Manager  or any  contractor  or
          subcontractor or to the bonding company insuring over any such Lien as
          a  result  of  the  Construction  Litigation  (all  of  the  foregoing
          collectively the "Additional  Contingent Claims") cannot reasonably be
          expected  to have,  when taken in the  aggregate,  a Material  Adverse
          Effect;

<PAGE>

     (10) 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;

     (11) 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;

     (12) no Defaults or Events of Default  under the Equipment  Loan  Agreement
          exist or are  continuing  (other  than  those  Defaults  and Events of
          Default set forth on Schedule 1 which are waived hereunder);

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

     (14) Sheldon G. Adelson has complied  with all of the terms and  conditions
          of that  certain  Subordination  and  Intercreditor  Agreement  (Trade
          Claims) (the "Adelson Subordination Agreement"),  the form of which is
          attached hereto as Exhibit E, with respect to Adelson Trade Claims (as
          defined in the Adelson Subordination  Agreement) and each Lender Party
          is an express  third party  beneficiary  of the Adelson  Subordination
          Agreement;

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

     (16) The Project is free of all Liens and encumbrances other than Permitted
          Liens.

Section 4.        CONDITIONS SUBSEQUENT

     Notwithstanding  any of the  provisions of this  Agreement to the contrary,
each of the conditions set forth in this Section 4 shall be satisfied in full on
or before November 29, 1999 and the failure of one or more of the conditions set
forth in this Section 4 to be satisfied on or before  November 29, 1999 shall be
deemed an Event of Default under the terms of the Equipment  Loan  Agreement and
the  Administrative  Agent and the Lenders shall be entitled to exercise any and
all available remedies:

     (a)  execution  and delivery of waivers of all presently  uncured  defaults
          and events of default under each of the Interim Mall Credit Agreement,
          the Bank Credit  Agreement and Disbursement  Agreement  (collectively,
          the  "Other  Facility  Waivers"),  each  substantially  in the form of
          Exhibits D-1, D-2 and D-3 hereto, and delivery to Administrative Agent
          of an executed copy of each of the Other Facility Waivers;

     (b)  the Company  shall have caused the Project to be free of all Liens and
          encumbrances  other than Permitted  Liens, and the Title Insurer shall
          have  issued  endorsements  insuring  that the  Project is free of all
          Liens and encumbrances other than Permitted Liens;

     (c)  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  that the delivery of
          the certificate set forth in (d) below shall be deemed satisfaction of
          this condition);

     (d)  Borrowers  shall have certified to the  Administrative  Agent, in form
          and  substance  reasonably  acceptable  to  Administrative  Agent  and
          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 and
          (ii)  the  Unallocated  Contingency  Balance  equals  or  exceeds  the
          Required  Minimum  Contingency  and Available  Funds equals or exceeds
          Remaining  Costs  after  giving  effect to the  Additional  Contingent
          Claims as a Remaining Cost and such  certification  shall set forth in
          detail the  derivation of all such figures and  calculations  (setting
          forth in detail the sources for payment of all Remaining Costs and the
          sources of Available Funds);

<PAGE>

     (e)  the Construction Consultant shall have certified to the Administrative
          Agent,   in  form  and   substance   reasonably   acceptable   to  the
          Administrative  Agent,  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  and  (ii)  the
          Unallocated Contingency Balance equals or exceeds the Required Minimum
          Contingency  and  Available  Funds equals or exceeds  Remaining  Costs
          after giving effect to the Additional Contingent Claims as a Remaining
          Cost and such  certification  shall set forth in detail the derivation
          of all such  figures  and  calculations  (setting  forth in detail the
          sources  for  payment  of all  Remaining  Costs  and  the  sources  of
          Available Funds);

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

     (g)  Borrowers  shall have paid to the Lenders the fee described in Section
          5 below;

     (h)  delivery to the Administrative  Agent of an estoppel  certificate from
          the HVAC Provider in form and substance reasonably satisfactory to the
          Administrative   Agent,   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) such agreements remain in full force and effect;

     (i)  delivery to Administrative  Agent of an opinion or opinions of counsel
          to the  Company in form and  substance  reasonably  acceptable  to the
          Administrative Agent; and

     (j)  the Company  shall have  delivered to  Administrative  Agent,  for the
          benefit of Lenders, revised financial projections covering the term of
          the Loans.

Section 5.        WAIVER; FEE

     (a)  Prior to the  effectiveness  of this Agreement,  in lieu of paying any
          default  interest  required by Section  1.7(e) of the  Equipment  Loan
          Agreement with respect to any Events of Default waived herein and as a
          condition to granting the waivers set forth herein, Borrowers agree to
          pay to each  Lender a  non-refundable  fee of .25% of the  outstanding
          principal amount of the Loans and unfunded commitment for such Lender.
          The fee obligation set forth herein is in addition to, and not in lieu
          of,  all other fees owed to Agents or  Lenders  pursuant  to any other
          document or agreement,  including without  limitation  Section 11.4 of
          the Equipment Loan Agreement.

     (b)  Upon  effectiveness  of the waivers  provided for in Section 1 hereof,
          Lenders waive any  requirement  for the conversion of LIBOR Rate Loans
          to Base Rate Loans set forth in Section  1.7(d)(ii)  of the  Equipment
          Loan  Agreement  based on any  Defaults  and Events of Default  waived
          hereunder and for the period of such waiver.

Section 6.        CERTAIN ADDITIONAL AGREEMENTS OF BORROWERS

     (a)  the Borrowers  agree that they shall not directly or  indirectly  make
          any  payment to or for the  benefit of  Sheldon G.  Adelson  until the
          Additional  Contingent Claims shall be finally  determined and paid in
          full except for (i) payments  made pursuant to and as permitted by the
          Adelson  Subordination  Agreement,  (ii)  payments  made in respect of
          Sheldon G. Adelson's taxes, salary and as reimbursement for reasonable
          expenses,  in each  case,  if and to the  extent  permitted  under the
          Equipment Loan  Agreement,  and (iii) payments made to Affiliates that
          are required under the Cooperation Agreement or any other arm's length
          agreement  entered  into  with an  Affiliate,  provided  that  nothing
          contained  herein shall be deemed to permit any such payment to or for
          the benefit of Sheldon G. Adelson if such  payment  shall be otherwise
          prohibited or restricted  under the Equipment Loan Agreement any other
          agreement or document;

     (b)  Borrowers'  failure  to  comply  with  any  covenant  hereunder  shall
          constitute  a  default  hereunder  and an Event of  Default  under the
          Equipment Loan Agreement.

<PAGE>

Section 7.        ACKNOWLEDGEMENT AND CONSENT REGARDING MULTI-PARTY AGREEMENT
                  REGARDING GRAND CANAL SHOPS MALL, LAS VEGAS NEVADA

     Lenders hereby  acknowledge that Mall  Construction  Subsidiary and certain
other  parties have entered into that  certain  Multiparty  Agreement  Regarding
Grand Canal Shops Mall,  Las Vegas,  Nevada,  dated as of September  30, 1999, a
true,  correct and complete  copy of which is attached  hereto as Exhibit F (the
"Mall  Agreement").  Lenders  hereby  consent  to (i)  the  consummation  of the
transactions  contemplated by the Mall Agreement on the terms described therein,
(ii) the creation of New Mall Subsidiary (as defined in the Mall Agreement) as a
wholly-owned  Subsidiary  of Mall  Subsidiary,  (iii) the creation of "Mall Inc.
Subsidiary,"  (as defined in the Mall  Agreement)  (the "New Mall Manager") as a
wholly-owned  subsidiary of Mall Manager, and (iv) the transfer of a one percent
interest in Mall Subsidiary  and/or New Mall Subsidiary to New Mall Manager upon
consummation of the  transactions  contemplated by the Mall Agreement and hereby
waive any  applicable  provisions of the Equipment  Loan Agreement to the extent
necessary to permit  consummation  of such  transactions  and the  ownership and
operation of such  companies  after giving  effect to the  consummation  of such
transactions in accordance  with the terms of the Mall Agreement.  Borrowers and
Lenders  agree that the Equipment  Loan  Agreement is hereby  amended  effective
immediately  upon  consummation  of the  transactions  contemplated  by the Mall
Agreement  to  change  the  defined  term  "Mall  Subsidiary"  to mean "New Mall
Subsidiary."  Borrowers hereby covenant and agree that (i) until consummation of
the transactions contemplated by the Mall Agreement, neither New Mall Subsidiary
nor New Mall  Manager  will  engage in any  business or  transactions  except as
expressly  contemplated by the Mall Agreement,  (ii) from and after consummation
of the  transactions  contemplated by the Mall Agreement,  (w) Grand Canal Shops
Mall, LLC shall be bound by all of the covenants of the Equipment Loan Agreement
applicable to Mall Direct  Holdings and references to Mall Direct Holdings shall
be deemed to include a reference  to Grand Canal Shops Mall,  LLC,  (x) New Mall
Manager shall be bound by all of the covenants of the Equipment  Loan  Agreement
applicable  to Mall Manager and  references  to Mall Manager  shall be deemed to
include a reference  to New Mall  Manager,  (y) Grand Canal Shops Mall,  LLC and
Mall Direct Holdings will not engage in any business or transactions  except (1)
in the case of Grand  Canal  Shops Mall,  LLC,  ownership  of equity in New Mall
Subsidiary  and the pledge of such equity to lenders to New Mall  Subsidiary and
(2) in the case of Grand Canal Shops Mall  Holding  Company,  LLC,  ownership of
equity interests in Grand Canal Shops Mall, LLC. Borrowers further represent and
warrant that upon  consummation  of the  transactions  contemplated  by the Mall
Agreement,  ownership of Mall  Intermediate  Holding  Company,  LLC, Grand Canal
Shops  Mall  Holding  Company,  LLC,  Grand  Canal  Shops  Mall,  LLC,  New Mall
Subsidiary, Grand Canal Shops Mall MM, Inc. and New Mall Manager shall be as set
forth on  Schedule 2 hereto and  Borrowers  agree  (without  limiting  any other
applicable restriction set forth herein or in the Equipment Loan Agreement) that
from and after the  consummation  of the  transactions  contemplated by the Mall
Agreement,  no equity  interests  in Grand  Canal  Shops  Mall,  LLC or New Mall
Manager  shall be sold or  transferred.  The  representations  and covenants set
forth herein shall be deemed to be  representations  and  covenants set forth in
the Equipment Loan Agreement and any material breach thereof shall constitute an
Event of  Default.  Nothing set forth  herein  shall be deemed to  constitute  a
waiver or modification of any of the Mall Release Conditions.

Section 8.        AMENDMENT TO SECTION 6.3 OF THE EQUIPMENT LOAN AGREEMENT

     Section 6.3 of the Equipment  Loan  Agreement is hereby amended by deleting
Section 6.3(q) and by adding the following new clauses (q) and (r):

<PAGE>

     "(q) From and after the Completion Date,  Borrowers may incur  Indebtedness
          in an aggregate  principal amount not to exceed  $15,000,000 (plus any
          accrued and unpaid  interest  thereon  added to principal) at any time
          outstanding  ("Additional  Indebtedness"),   provided  that  (a)  such
          Additional   Indebtedness   shall  not  be  secured  by,  directly  or
          indirectly,  any Liens on any  property  or assets  owned  directly or
          indirectly  by VCR or LVSI or any  Subsidiary of VCR or LVSI or by any
          stock, securities,  membership interest, partnership interest or other
          direct or indirect  equity  interests in VCR or LVSI or any Subsidiary
          of VCR or LVSI; (b) such Additional Indebtedness shall be subordinated
          to all Obligations under this Agreement and all Indebtedness under the
          Mortgage Notes  Indenture,  the  Subordinated  Notes Indenture and the
          Bank Credit Agreement (all of the documents and instruments  described
          in this  clause  collectively,  the  "Superior  Facilities")  on terms
          reasonably  acceptable to the Administrative  Agent and no payments in
          respect  thereof may be made or demanded  prior to the payment in full
          of all  Obligations  (and  further  provided  the  principal  of  such
          Additional Indebtedness may not be paid back until all Obligations and
          all Indebtedness with respect to the Superior Facilities has been paid
          in full and this  covenant  of  Borrowers  shall  survive  the earlier
          termination of this Equipment Loan  Agreement),  other than payment of
          interest in kind provided that any instruments or documents evidencing
          such  payments in kind  contain the same terms and  conditions  as the
          Additional  Indebtedness  (provided that such subordination  shall not
          prohibit  the  exchange  of any note  evidencing  any such  Additional
          Indebtedness  or the exchange of the payment of any amounts  under any
          such  note  in  whole  or in part  for  securities  of any  Borrower),
          provided that no Restricted  Junior  Payment may be made in respect of
          such  securities;  (c) prior to incurring any Additional  Indebtedness
          all documents and instruments  evidencing such  Indebtedness  shall be
          delivered to  Administrative  Agent and such documents and instruments
          shall (x) incorporate the terms set forth in the other clauses of this
          proviso and otherwise be in form and substance reasonably satisfactory
          to  Administrative  Agent (y) provide that the Lender Parties shall be
          third party  beneficiaries  of such documents and  instruments and (z)
          contain provisions  prohibiting any amendment,  modification or waiver
          thereof binding on Borrowers or their  Subsidiaries  without the prior
          written  consent of  Administrative  Agent (which consent shall not be
          unreasonably  withheld) and (d) the Additional  Indebtedness  shall be
          permitted under the other Superior Facilities and all other agreements
          to which Sheldon G. Adelson and the  Borrowers are a party,  and prior
          to  the  incurrence  thereof  counsel  to  the  Borrowers  shall  have
          delivered  an  opinion  to the Lender  Parties  to that  effect  (with
          respect  to the  Superior  Facilities  only),  in form  and  substance
          reasonably    satisfactory    (including    reasonably    satisfactory
          assumptions) to the Administrative Agent.

     (r)  Indebtedness,   not  to  exceed  $10,000,000  in  the  aggregate,  not
          permitted  under  any  of  the  foregoing  clauses  (a)  through  (q),
          inclusive."

Section 9.        ACKNOWLEDGEMENT REGARDING FEES AND EXPENSES

     Borrowers hereby  acknowledge that all reasonable  costs, fees and expenses
incurred by Administrative  Agent and its counsel with respect to this Agreement
and the documents and transactions contemplated hereby, shall be for the account
of the Borrowers  and hereby agree that all such amounts,  and any other amounts
due and owing to such parties at that time, shall be promptly paid.


Section 10.       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 11.       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.  This  Agreement  shall  become  effective  upon  the  execution  of a
counterpart hereof by Requisite Lenders and each of the other parties hereto and
receipt by  Administrative  Agent of written or telephonic  notification of such
execution and authorization of delivery thereof.

         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]


<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/ Daivd Friedman

                               ------------------------------
                              Name: Daivd Friedman

                                Title: Secretary

                  LAS VEGAS SANDS, INC., a Nevada corporation


                         By:   /s/
                               ------------------------------
                              Name: Daivd Friedman

                                Title: Secretary

                  GENERAL ELECTRIC CAPITAL CORPORATION,
                  as Administrative Agent

                      By:  /s/ Timothy Shanahan

                           ------------------------------
                             Name: Timothy Shanahan

                              Title: Vice President

                  GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender


                            By: /s/ Timothy Shanahan

                               ------------------------------
                             Name: Timothy Shanahan

                              Title: Vice President

                  GMAC COMMERCIAL MORTGAGE CORPORATION, as a Lender


                           By: /s/ John Hopkins

                               ------------------------------
                               Name: John Hopkins

                              Title: Vice President

                  BANCBOSTON LEASING INC., as a Lender


                              By: /s/ Patrick Kelly

                               ------------------------------
                               Name: Patrick Kelly

                               Title: Executive Vice President

<PAGE>

                                   SCHEDULE 1

                         DEFAULTS AND EVENTS OF DEFAULT

1.       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 until  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.)

2.       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
         been cured or waived as of the date hereof pursuant to a Other Facility
         Waiver.

3.       A default under Section 8.1(l) of the Equipment Loan 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.

4.       Any  default  under any of the  Operative  Documents  arising out of or
         relating to any of the matters  covered in 1-4 above to the extent such
         matters have been waived as of the date hereof.

5.       Any default under Section 6.7 of the Equipment Loan Agreement by reason
         of  any  of the  Additional  Contingent  Claims  being  deemed  to be a
         Contingent  Obligations,  but only to the extent  that 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 5 shall no longer be applicable.

6.       Any default under Section  8.1(w)(vi) of the Equipment  Loan  Agreement
         that has occurred  because the  Construction  Consultant has reasonably
         determined  (based on its  experience,  familiarity  and  review of the
         Project and information and schedule  provided to the Borrowers and the
         Construction  Manager) that the Final  Completion Date is not likely to
         occur within 75 days of the Outside Completion Date.

7.       Any default under Section  8.1(x) of the Equipment  Loan Agreement that
         has  occurred  because  the Final  Completion  Date has failed to occur
         prior to the Outside Completion Date.

8.       Any default under  Section  6.23(e) of the  Equipment  Loan  Agreement,
         provided that Completion is achieved on or before November 12, 1999.

9.       Any default under Section  6.18(b) of the Equipment Loan Agreement with
         respect to all  amendments  to  Financing  Agreements  set forth in the
         Other Facility Waivers.