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                                  EXHIBIT 10.4

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

                           VENETIAN CASINO RESORT, LLC

                              LAS VEGAS SANDS, INC.
                       LIMITED WAIVER AND SECOND AMENDMENT

                               TO CREDIT AGREEMENT

     This  LIMITED  WAIVER  AND  SECOND  AMENDMENT  TO  CREDIT  AGREEMENT  (this
"Agreement")  is dated as of November 12, 1999 and entered into by and among LAS
VEGAS SANDS, INC., ("LVSI") a Nevada corporation and VENETIAN CASINO RESORT, LLC
("VCR") a Nevada limited liability company,  as joint and several obligors (each
of LVSI and VCR, a "Borrower" and, collectively, the "Borrowers"), GOLDMAN SACHS
CREDIT PARTNERS L.P. ("GSCP"), as arranger (in such capacity,  "Arranger"),  THE
BANK OF NOVA  SCOTIA,  as  administrative  agent for Lenders (in such  capacity,
"Administrative  Agent") by and on behalf of the financial institutions party to
the Credit Agreement referred to below ("Lenders") and the Lenders listed on the
signature  pages  hereto  and is made  with  reference  to that  certain  Credit
Agreement  dated as of November 14, 1997 (amended from time to time, the "Credit
Agreement"), by and among Borrowers, Lenders, Arranger and Administrative Agent,
as the  same  has  heretofore  been  amended  or  modified  from  time to  time.
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.

                                    RECITALS

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

     WHEREAS,  Borrowers and Lenders  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  defaults  exist as of 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  agreements and amendments as set
forth below, all upon the terms and conditions set forth below.

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

Section 1.        WAIVER AND CONSENT

     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 (a) waive 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)  consent to the Master  Leases (as
defined in Section 8 of the Limited  Waiver of Defaults  under the  Disbursement
Agreement  attached  hereto  as  Exhibit  G (the  "FAADA  Waiver")  on the terms
described in the FAADA Waiver.

Section 2.        LIMITATION ON WAIVER AND CONSENTS

     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 Credit
                  Agreement or any other  instrument  or  agreement  referred to
                  therein,  except as expressly set forth in 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; 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 Limited Waiver) under or in connection with the
                  Credit Agreement or any other instrument or agreement referred
                  to therein or delivered thereunder.

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                  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 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  Credit  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  corporate  or limited
                  liability  company  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  corporate 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
                  Contractual  Obligation  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 Contractual  Obligation 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 5 of
                  the  Credit  Agreement  are and  will  be  true,  correct  and
                  complete in all material respects on and as of the date hereof
                  and 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 on Schedule 1;

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

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

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(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 to the bonding company insuring over any Lien
                  relating to or binding upon the Mall or the Project or to VCR,
                  LVSI,   GCCLC  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 (such amount,
                  the  "Additional  Contingent  Claims")  cannot  reasonably  be
                  expected  to have,  when  taken in the  aggregate,  a Material
                  Adverse Effect;

(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 Events of Default or Potential  Events of Default under the
                  Credit  Agreement  exist or are  continuing  (other than those
                  Events of Default and Potential Events of Default set forth on
                  Schedule 1);

(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)              Adelson has  complied  with 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);

(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 TO EFFECTIVENESS

     The waivers,  consents and amendments set forth in Sections 1, 5 (b), 7 and
8 of this Agreement shall become effective only upon satisfaction of each of the
following conditions precedent on or before the Outside Completion Deadline:

(a)               execution and delivery to  Administrative  Agent of waivers of
                  all  presently  uncured  defaults and events of default  under
                  each of (i) the Interim  Mall Credit  Agreement  and (ii) that
                  certain Term Loan and Security  Agreement dated as of December
                  22, 1997 by and among LVSI,  VCR, the lenders  named  therein,
                  BancBoston   Leasing   Inc.  and  General   Electric   Capital
                  Corporation  (collectively,   the  "Facility  Waivers"),  each
                  substantially in the form of Exhibit D-1 and D-2 hereto;

(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  to  Administrative  Agent
                  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   Administrative   Agent  may  rely  on  the
                  certificate   set   forth  in  (d)   below  in   making   such
                  determination);

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(d)               Borrowers shall have certified to the Administrative Agent, in
                  form and  substance  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);

(e)               The  Construction  Consultant  shall  have  certified  to  the
                  Administrative  Agent, in form and substance 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 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
                  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) that 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;

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

(k)               Borrowers have delivered all  certificates  and  documentation
                  required  under the  Credit  Agreement  to the  Administrative
                  Agent so that VCR may enter into the Master Leases (as defined
                  in the Limited Waiver attached hereto as Exhibit G);

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

(m)               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.

     Notwithstanding  the foregoing,  if an Advance is made on or after the date
hereof,  Section 1,  Section 5,  Section 6,  Section 7, Section 8 and Section 10
shall become immediately  effective  (provided that this Limited Waiver has been
executed  and  delivered  by each of the  parties  hereto and the Bank Agent has
received  Requisite Lender Consent),  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.

<PAGE>

Section 5.        WAIVER; FEE

(a)               Prior  to the  effectiveness  of  this  Agreement,  in lieu of
                  paying  default  interest as  required by Section  2.2E of the
                  Credit  Agreement  (if any)  with  respect  to the  Events  of
                  Default  waived  herein and as a  condition  to  granting  the
                  waivers  set  forth  herein,  Borrowers  agree  to pay to each
                  Lender  that  approves  this  Amendment  by  12:00  PM  EST on
                  November  10,  1999  a  non-refundable  fee  of  .25%  of  the
                  outstanding   principal   amount  of  the  Loan  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.

(b)               Upon  effectiveness  of the waivers  provided for in Section 1
                  hereof,  Lenders waive any  requirement  for the conversion of
                  Eurodollar  Rate  Loans to Base  Rate  Loans  set forth in the
                  Credit  Agreement  based  on  any  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 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 Adelson's  taxes, salary and as
                  reimbursement for reasonable  expenses,  in each case,  if and
                  to  the  extent  permitted  under  the  Facility Agreements,
                  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 Adelson if such payment
                  shall be otherwise prohibited or restricted under the Credit
                  Agreement any other agreement or document;

(b)               The Borrowers acknowledge  and  agree  that,   notwithstanding
                  the definition of Applicable Margin in the Credit Agreement,
                  the Applicable Margin will not be reduced from 2.00% per annum
                  for Base Rate Loans and 3.00% per annum for Eurodollar Rate
                  Loans to 1.50 % and 2.50% per annum respectively, until the
                  later of (i) the date that is six months from the date that
                  this Agreement becomes effective and (ii) the Substantial
                  Completion Date (and that in order for the Substantial
                  Completion Date to occur all  requirements and conditions
                  therefor under the Credit Agreement and Disbursement Agreement
                  must be satisfied,  including, but not  limited  to,  the
                  settlement or final adjudication of the Construction
                  Litigation and the payment of the  Additional  Contingent
                  Claims in full); and

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


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 waive
any  applicable  restrictions  under Article VII of the Credit  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 Credit 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."

<PAGE>

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 Credit  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 Credit  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  restrictions set forth
herein or in the Credit  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 Credit  Agreement and any breach
thereof  shall  constitute  an Event  of  Default,  provided  that  breaches  of
representations  and warranties shall only constitute an Event of Default to the
extent  such breach is material  in nature.  Nothing set forth  herein  shall be
deemed to constitute a waiver or  modification  of any of the  conditions to the
Mall Release Date.

Section 8.        AMENDMENT TO SECTION 7.1 OF THE CREDIT AGREEMENT

Section 7.1 of the Credit  Agreement is hereby  amended by adding the  following
clause (xv):

     "(xv)  Adelson and the  Borrowers  hereby  agree  that,  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 FF&E Facilities  (collectively,  the "Superior Facilities") on
terms reasonably  acceptable to the Administrative Agent and the Arranger and no
payments in respect thereof may be made or demanded prior to the payment in full
of all Obligations  (and further 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 Credit  Agreement),  other than
payment  of  interest  in  kind  provided  that  any  instruments  or  documents
evidencing such payments 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 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 Arranger 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 and Arranger (y)
provide that the Lenders 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 and Arranger (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 Adelson  and/or the Borrowers are a party,  and prior to the incurrence
thereof  counsel to the Borrowers shall have delivered an opinion to the Lenders
to that  effect  (with  respect  to the  Superior  Facilities  only) in form and
substance   reasonably    satisfactory    (including   reasonably   satisfactory
assumptions) to the Administrative Agent and Arranger on behalf of the Lenders."

<PAGE>

Section 9.        ACKNOWLEDGEMENT AND CONSENT OF LENDERS

     By executing this Agreement below,  each of the Lenders consents to (a) the
Administrative  Agent,  in its  capacity  as Bank Agent  under the  Disbursement
Agreement,  executing on the behalf of the Lenders a limited  waiver of defaults
under the  Disbursement  Agreement  substantially in the form attached hereto as
Exhibit  G and (b) the  Adelson  Subordination  Agreement  in the form  attached
hereto as Exhibit E. The consent set forth in this  paragraph  is solely for the
benefit  of  Administrative  Agent  and  neither  Borrowers  nor  any  of  their
Affiliates shall have any rights hereunder.

Section 10.       ACKNOWLEDGMENTS AND CONSENTS OF LOAN PARTIES

     Each of the undersigned Loan Parties, by executing this Agreement, confirms
that it has reviewed this Agreement and consents to the terms hereof and further
confirms and agrees that,  notwithstanding  the  effectiveness of the Agreement,
the  obligations  of  the  undersigned  under  the  Guaranty  and/or  Collateral
Documents to which it is a party shall not be impaired or affected and each such
Loan Document  shall  continue in full force and effect and is hereby  confirmed
and ratified in all respects.  Each of the undersigned Loan Parties acknowledges
and agrees that it is not required by the terms of any Loan  Document to consent
to the  terms  of this  Agreement  and  nothing  in this  Agreement  or any Loan
Document  shall be deemed to require  its  consent to any future  amendments  or
modifications to the Credit Agreement.

Section 11.       ACKNOWLEDGEMENT REGARDING FEES AND EXPENSES

     Borrowers hereby  acknowledge that all reasonable  costs, fees and expenses
as described in subsections  6.12D and 10.2 of the Credit Agreement  incurred by
Administrative  Agent,  Syndication Agent and their 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 paid out of
advances  made in  connection  with the  occurrence of the Mall Release Date and
Completion.

Section 12.       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 13.       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  (other than the provisions of Sections 1, 5(b), 7 and
8) 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.

                  THE BANK OF NOVA SCOTIA, as Administrative Agent


                  By: /s/ A. Pendergast

                      -------------------------------------
                      Name: A. Pendergast
                      Title: Managing Director

                  GOLDMAN SACHS CREDIT PARTNERS L.P.,
                  as Arranger and Syndication Agent

                  By: /s/ Elizabeth Fischer

                      -------------------------------------
                      Name: Elizabeth Fischer
                      Title: Authorized Signatory

                  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

<PAGE>

     The undersigned Lenders constituting  Requisite Lenders hereby agree to the
terms of the attached  agreement  and hereby  consent to (a) the  Administrative
Agent, in its capacity as Bank Agent under the Disbursement Agreement, executing
a limited waiver of defaults under the Disbursement  Agreement  substantially in
the  form  attached  hereto  as  Exhibit  G and  (b) the  Adelson  Subordination
Agreement in the form attached hereto as Exhibit E.

LENDERS:

                  GOLDMAN SACHS CREDIT PARTNERS L.P., individually


                  By: /s/ Elizabeth Fischer

                      -------------------------------------
                      Name: Elizabeth Fischer
                      Title: Authorized Signatory

                  THE BANK OF NOVA SCOTIA, individually


                  By: /s/ A. Pendergast

                      -------------------------------------
                      Name: A. Pendergast
                      Title: Managing Director

                  VAN KAMPEN PRIME RATE INCOME TRUST

                  By: /s/ In D. Pierce

                      -------------------------------------
                      Name: In D. Pierce
                      Title: Vice President

                  THE INTERNATIONAL COMMERCIAL BANK OF
                  CHINA, NEW YORK AGENCY

                  By: /s/ Wen-Hui Wang

                      -------------------------------------
                      Name: Wen-Hui Wang

                         Title: Assistant Vice-President

<PAGE>

                  ARCHIMEDES FUNDING, L.L.C.

                  By: ING CAPITAL ADVISORS, INC., as Collateral Manager


                  By: /s/ Helen Y. Rhee

                      -------------------------------------
                      Name: Helen Y. Rhee

                      Title: Vice President & Portfolio Manager

                  TORONTO DOMINION (TEXAS), INC.

                  By: /s/ Bolia Jordan

                      -------------------------------------
                      Name: Bolia Jordan
                      Title: Vice President

                  TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY

                  By: /s/ John Casparian

                      -------------------------------------
                      Name: John Casparian
                      Title: Investment Officer

                  SRV-HIGHLAND, INC.

                  By: /s/ Kelly Walker

                      -------------------------------------
                      Name: Kelly Walker
                      Title: Vice President

                  PAM CAPITAL FUNDING

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

                  By: /s/ James Donder

                      -------------------------------------
                      Name: James Donder
                      Title: President

<PAGE>

                  HIGHLAND LEGACY LIMITED

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

                  By: /s/ James Donders

                      -------------------------------------
                      Name: James Donders
                      Title: President

                  PINEHURST TRADING, INC.

                  By: /s/ Kelly Walker

                      -------------------------------------
                      Name: Kelly Walker
                      Title: Vice President

                  CANADIAN IMPERIAL BANK OF COMMERCE

                  By: /s/ Koren Volk

                      -------------------------------------
                      Name: Koren Volk
                      Title: Authorized Signatory

                  NATIONAL WESTMINSTER BANK P.L.S.

                  By: NATWEST CAPITAL MARKETS LIMITED, its agent

                  By: GREENWICH CAPITAL MARKETS INC., its agent


                  By: /s/ Richard Jacoby

                      -------------------------------------
                      Name: Richard Jacoby

                         Title: Assistant Vice President

<PAGE>

     Each of the undersigned is a Loan Party under the Credit Agreement and is a
party to certain Guaranties and/or Collateral Documents. Each of the undersigned
confirms  that it has reviewed  this  Agreement and consents to the terms hereof
and further confirms and agrees that,  notwithstanding  the effectiveness of the
Agreement,  the  obligations  of  the  undersigned  under  the  Guaranty  and/or
Collateral  Documents  to which it is a party  shall not be impaired or affected
and each such Loan  Document  shall  continue  in full  force and  effect and is
hereby  confirmed  and  ratified  in  all  respects.  Each  of  the  undersigned
acknowledges  and  agrees  that it is not  required  by the  terms  of any  Loan
Document to consent to the terms of this Agreement and nothing in this Agreement
or any Loan  Document  shall be deemed to  require  its  consent  to any  future
amendments or modifications to the Credit Agreement.

                  MALL INTERMEDIATE HOLDING COMPANY, LLC

                  By: VENETIAN CASINO RESORT, LLC, its sole member

                  By: LAS VEGAS SANDS, INC., its managing member

                  By: /s/ David Friedman

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

                  LIDO INTERMEDIATE HOLDING COMPANY, LLC

                  By: VENETIAN CASINO RESORT, LLC, its sole member


                  By: LAS VEGAS SANDS, INC., its managing member
                  By: /s/ David Friedman

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

                  GRAND CANAL SHOPS MALL CONSTRUCTION, LLC

                  By: VENETIAN CASINO RESORT, LLC, its sole member

                  By: LAS VEGAS SANDS, INC., its managing member

                  By: /s/ David Friedman

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

<PAGE>

                                   SCHEDULE 1

                              EVENTS OF DEFAULT AND

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

3.       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.

4.       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  Facility
         Waiver.

5.       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.

6.       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.

7.       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 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 7 shall no
         longer be applicable.