HOLDING ACCOUNT AGREEMENT

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Exhibit 4.11

HOLDING ACCOUNT AGREEMENT

        This HOLDING ACCOUNT AGREEMENT (this "Agreement") is dated as of August 20, 2004, and entered into by and among LAS VEGAS SANDS, INC., a Nevada corporation ("LVSI"), VENETIAN CASINO RESORT, LLC, a Nevada limited liability company ("VCR" and jointly and severally with LVSI, "Pledgor"), THE BANK OF NOVA SCOTIA, as custodian and in its capacity as a "securities intermediary" as defined in Section 8-102 of the UCC and a "bank" as defined in Section 9-102 of the UCC (in such capacities, the "Financial Institution"), and THE BANK OF NOVA SCOTIA, a Canadian chartered bank, in its capacity as the Intercreditor Agent under the Intercreditor Agreement (as defined below) (in such capacity, "Intercreditor Agent") for and on behalf of (i) each Bank Secured Party (as defined below), (ii) U.S. Bank National Association, a national banking association, as the trustee (the "Mortgage Notes Indenture Trustee") for and on behalf of the Mortgage Note Holders (individually, each a "Mortgage Note Secured Party" and together, the "Mortgage Note Secured Parties") under the Mortgage Notes Indenture (as defined below) and (iii) the Intercreditor Agent.

PRELIMINARY STATEMENTS

        A. Credit Agreement. Concurrently herewith, LVSI, VCR, the Administrative Agent, the Syndication Agent and the Lenders have entered into a Credit Agreement dated as of the date hereof (the "Credit Agreement") pursuant to which the Lenders have agreed, subject to the terms thereof, to provide Credit Extensions to LVSI and VCR, jointly and severally, in an aggregate amount and for purposes specified therein.

        B. Mortgage Notes Indenture. LVSI, Venetian, certain guarantors named therein and the Mortgage Notes Indenture Trustee entered into the Mortgage Notes Indenture, dated as of June 4, 2002 (the "Mortgage Notes Indenture"), pursuant to which LVSI and Venetian issued the Notes (referred to therein).

        C. Capacity and Obligations of Intercreditor Agent. Concurrently herewith, the Intercreditor Agent, the Bank Agent and the Mortgage Notes Indenture Trustee have entered into the Amended and Restated Intercreditor Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified, from time to time, the "Intercreditor Agreement"), which sets forth certain agreements among such lenders with respect to the priority of the liens created hereunder, the enforcement of remedies and the allocation of the proceeds of any realization upon collateral. The Intercreditor Agent is entering into this Agreement and shall perform its obligations as set forth herein and in the manner provided, pursuant to the provisions of the Intercreditor Agreement and shall take directions from time to time from one or more of the Secured Credit Parties as defined and provided for therein.

        D. Condition. It is a condition precedent to the making of Loans and other extensions of credit under the Credit Agreement by the Lenders that Pledgor shall establish the Holding Account, grant control of the Holding Account to the Intercreditor Agent, and undertake the obligations contemplated by this Agreement.

        NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to enter into the Credit Agreement and make loans and other extensions of credit thereunder and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Pledgor hereby agrees with Intercreditor Agent as follows:

        SECTION 1. Certain Definitions.

         (a)  Specific Definitions. The following terms used in this Agreement shall have the following meanings:

        "Bank Secured Parties" means the Secured Parties, as defined in the Credit Agreement.

 

        "Bank Secured Obligations" means the Bank Secured Obligations and Senior Lender Hedging Obligations, each as defined in the Intercreditor Agreement.

        "Broker-Dealer" means a person registered as a broker or dealer under the Securities Exchange Act of 1934, as amended.

        "Collateral" means (i) the Holding Account, (ii) all amounts held from time to time in the Holding Account, (iii) all Investments, including all financial assets, security entitlements, securities (whether certificated or uncertificated), instruments, accounts, general intangibles and deposits representing or evidencing any Investments, (iv) all interest, dividends, cash, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Collateral, and (v) to the extent not covered by clauses (i) through (iv) above, all proceeds of any or all of the foregoing Collateral.

        "Financial Institution" is defined in the preamble.

        "Holding Account" means the securities account established and maintained with Financial Institution pursuant to Section 2.

        "Investments" means any Financial Assets credited to the Holding Account, and any other property acquired by Financial Institution as securities intermediary hereunder in exchange for, with proceeds from or distributions on, or otherwise in respect of any Investments.

        "Mortgage Notes Secured Obligations" means the Mortgage Notes Secured Obligations, as defined in the Intercreditor Agreement.

        "Overnight Investments" means an interest bearing overnight deposit account with a Canadian branch of The Bank of Nova Scotia.

        "Permitted Investments" means Cash and Cash Equivalents.

        "Secured Obligations" means the Obligations as defined in the Intercreditor Agreement.

        "Secured Parties" means the Bank Secured Parties and the Mortgage Notes Secured Parties.

        "Suspension Period" means each period beginning on the occurrence of a Potential Event of Default or Event of Default and continuing so long as any Potential Event of Default or Event of Default shall continue.

         (b)  General Provisions. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Credit Agreement. Unless otherwise defined herein or in the Credit Agreement, terms used in Articles 8 and 9 of the UCC are used herein as therein defined. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. When a reference is made in this Agreement to an Appendix, Exhibit, Introduction, Recital, Section or Schedule, such reference shall be to an Appendix, an Exhibit, the Introduction, a Recital or a Section of, or a Schedule to, this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include, "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."

        SECTION 2. Establishment and Operation of the Holding Account.

         (a)  Establishment of Bank Proceeds Account. Pledgor and Intercreditor Agent hereby authorize and direct Financial Institution to establish and maintain at its office at One Liberty Plaza, New York, New York 10006, a securities account in the name of Pledgor, and under the control of Intercreditor Agent, designated as "Account number 03035-18, The Bank of Nova Scotia, as Administrative Agent

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under the Credit Agreement, dated as of August 20, 2004, Holding Account". Financial Institution hereby undertakes to treat Intercreditor Agent as the Person entitled to exercise the rights that comprise any Financial Asset credited to the Holding Account. The Intercreditor Agent and the Pledgor agree that this account shall be the "Holding Account."

         (b)  Operations of the Holding Account. The Holding Account shall be operated, and all Investments shall be acquired and registered or held (as applicable), in accordance with the terms of this Agreement and the directions of Intercreditor Agent. Each of the parties hereto acknowledges and agrees that the Holding Account is intended to be a securities account (as defined in Section 8-501 of the UCC).

         (c)  Account Statements. Financial Institution shall send Intercreditor Agent and Pledgor written account statements with respect to the Holding Account not less frequently than monthly. Reports or confirmation of the execution of orders and statements of account shall be conclusive if not objected to in writing within 30 days after delivery pursuant to Section 21.

        SECTION 3. Mechanics of Deposits of Funds in Holding Account.

         (a)  Acknowledgement of Deposit. Financial Institution and Intercreditor Agent acknowledge the deposit of $354,493,707.13 in the Holding Account on the date hereof.

         (b)  Transfers to the Holding Account. All transfers of funds to the Holding Account shall be made by wire transfer (or, if applicable, intra-bank transfer from another account of Pledgor with Financial Institution) of immediately available funds, in each case addressed as follows:

The Bank of Nova Scotia—New York Agency
ABA # 0260-0253-2
for credit to account # 0305-18
Reference: Venetian Phase II Project—Holding Account
Attention: Hilda Gabbidon and Vicki Gibson

         (c)  Notice of Transfers. In the event of any transfer of funds to or from the Holding Account, Pledgor, Intercreditor Agent or Financial Institution, as the case may be, shall promptly after initiating or sending out written instructions with respect to such transfer, give notice to each other such party by facsimile of the date and amount of such transfer.

        SECTION 4. Permitted Investments and Transfers of Amounts in the Holding Account.

         (a)  Strict Compliance. Cash held by Financial Institution in the Holding Account shall not be (i) invested or reinvested, (ii) sold or redeemed, or (iii) transferred from the Holding Account, except as provided in this Section 4.

         (b)  Pledgor's Right to Direct Investment. Except during any Suspension Period, Financial Institution shall, in accordance with Pledgor's written Entitlement Orders given to Financial Institution from time to time, sell or redeem Investments, and apply amounts transferred to, or held for the credit of, the Holding Account to make Investments for credit to the Holding Account, in Financial Institution's name and as custodian under this Agreement, in Permitted Investments. During any Suspension Period, (i) Pledgor's right to direct such Investments under this Section 4(b) shall be suspended, and Financial Institution shall not accept Entitlement Orders with respect to the Securities Accounts from any person other than Intercreditor Agent; and (ii) any credit balances shall be invested and reinvested only as provided in Section 4(c).

         (c)  Overnight Investments. To the extent that there are credit balances expected in the Holding Account as of the end of the day, or as of 12:00 noon, New York time on any Business Day after settlement of all pending transactions, unless otherwise instructed by Intercreditor Agent or Pledgor pursuant to Section 4(b), Financial Institution shall apply the expected credit balances to acquire

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Overnight Investments. Any Overnight Investments shall be held for the credit of the Holding Account. Pledgor shall have no right to invest funds in the Holding Account to the extent that free balances have been invested in Overnight Investments pursuant to this Section. Pledgor hereby acknowledges that, as foreign deposit accounts, "Overnight Investments" may not benefit from any protections afforded to domestic depositors by state or Federal law, may have a lesser preference in a liquidation than a domestic deposit, and are subject to cross-border risks. No U.S. licensed office of The Bank of Nova Scotia separately guarantees or promises the repayment of any Overnight Investment.

         (d)  Actions of Financial Institution on Purchase of Investments. Promptly upon the purchase, acquisition or transfer for credit of the Holding Account of any Investment, Financial Institution shall take all steps that it customarily takes in the ordinary course of its business to ensure that such Investment is credited on its books to the Holding Account. Without limiting the generality of the foregoing, Financial Institution shall promptly (i) send to Pledgor and Intercreditor Agent a written confirmation of the acquisition of such Investment, and (ii) indicate by book entry in its records that such Investment has been credited to, and is held for the credit of, the Holding Account. Financial Institution agrees with Pledgor and Intercreditor Agent that any cash, Investments or property credited to, or held for the credit of, the Holding Account shall be treated as Financial Assets.

         (e)  Interest on Holding Account. Amounts held on deposit or as credit balances in the Holding Account shall not bear interest, although to the extent invested in Investments (including Overnight Investments), deposit or credit balances may realize interest income.

          (f)  Control Agreement. Financial Institution shall, if and as directed in writing by Intercreditor Agent, without the consent of Pledgor, (i) comply with Entitlement Orders originated by Intercreditor Agent with respect to the Holding Account and any Security Entitlements therein, (ii) transfer, sell or redeem any of the Collateral, (iii) transfer any or all of the Collateral to any account or accounts designated by Intercreditor Agent, including an account established in Intercreditor Agent's name (whether at Intercreditor Agent or Financial Institution or otherwise), (iv) register title to any Collateral in any name specified by Intercreditor Agent, including the name of Intercreditor Agent or any of its nominees or agents, without reference to any interest of Pledgor, or (v) otherwise deal with the Collateral as directed by Intercreditor Agent; provided that Intercreditor Agent agrees not to take any such action unless a Potential Event of Default or an Event of Default has occurred and is continuing. Financial Institution shall act on any instruction of Intercreditor Agent notwithstanding assertions or proof that (1) Intercreditor Agent has no right under Sections 14 or 15 to originate the instruction or take the underlying action; (2) such instruction or action constitutes a breach of this Agreement or any other agreement; or (3) this Agreement has terminated, unless notified in writing by Intercreditor Agent that this Agreement has terminated and such notice has not been withdrawn. Nothing contained in this paragraph shall constitute a waiver of by Pledgor of any rights or remedies it may have against Intercreditor Agent under this Agreement or any other agreement. If the Pledgor is otherwise entitled to give any entitlement orders or instructions with respect to the Holding Account in accordance with Sections 4(b) or 8(b) hereof and such entitlement orders or instructions conflict with instructions of the Intercreditor Agent, the Financial Institution shall comply with the entitlement orders and instructions issued by the Intercreditor Agent. The intent of the foregoing is to perfect both of the liens granted under Section 5(a) and Section 5(b).

         (g)  Deposit of Proceeds. Any interest earned on the Holding Account in accordance with Section 4(e), any interest, cash dividends or other cash distributions received in respect of any Investments and the net proceeds of any sale or payment of any Investments shall be promptly credited to, and held for the credit of, the Holding Account. Any distribution of property, other than cash in respect of any Investment shall be credited to and held for the credit of the Holding Account; provided that, unless otherwise instructed in writing by Intercreditor Agent, Financial Institution shall, for credit to the Holding Account, promptly sell, redeem or otherwise liquidate any such property that, as of the date of receipt, is not a Permitted Investment.

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        SECTION 5. Pledge of Security for Secured Obligations.

         (a)  Senior Grant in Favor of Intercreditor Agent on behalf of Bank Secured Parties. Pledgor hereby pledges and assigns to, and hereby grants to, Intercreditor Agent, on behalf of and for the benefit of the Bank Secured Parties and the Intercreditor Agent, a security interest in, all of Pledgor's right, title and interest in and to the Collateral as collateral security for the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. 362(a)), of all Bank Secured Obligations.

         (b)  Junior Grant in Favor of Intercreditor Agent on behalf of Mortgage Notes Secured Parties. Pledgor hereby pledges and assigns to, and hereby grants to, Intercreditor Agent, on behalf of and for the benefit of the Mortgage Notes Secured Parties, a security interest in, all of Pledgor's right, title and interest in and to the Collateral as collateral security for the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. 362(a)), of all Mortgage Notes Secured Obligations.

        SECTION 6. Acknowledgement of Security Interest in Favor of Intercreditor Agent; Covenant Against Creation of other Interests.

         (a)  Acknowledgement of Security Interest. Financial Institution acknowledges the security interest granted by Pledgor in favor of Intercreditor Agent in the Collateral.

         (b)  Acknowledgement of Financial Institution's Role. Financial Institution hereby further acknowledges that it holds the Holding Account, and all Security Entitlements therein, as custodian for, for the benefit of, and subject to the control of, Intercreditor Agent. Financial Institution shall, by book entry or otherwise, indicate that the Holding Account and all Security Entitlements registered to or held therein are subject to the control of Intercreditor Agent as provided in Section 4(f).

         (c)  Financial Institution Has No Notice of Adverse Claims. Financial Institution represents and warrants that (i) it has no notice of any adverse claim against any of the Collateral other than the claim of Intercreditor Agent under this Agreement; and (ii) it is not, in its capacity as securities intermediary, party to any agreement other than this Agreement that governs its rights or duties, or limits or conflicts with the rights of Intercreditor Agent, including the exclusive right of Intercreditor Agent to control as provided in Section 4(f), with respect to the Holding Account.

         (d)  Financial Institution Shall Not Acknowledge Other Claims. Financial Institution agrees that, except as expressly provided in this Agreement or with the written consent of Intercreditor Agent, it shall not agree to or acknowledge (i) any right by any Person other than Intercreditor Agent to originate Entitlement Orders or control with respect to the Holding Account; or (ii) any limitation on the right of Intercreditor Agent to originate Entitlement Orders with respect to or direct the transfer of any Investments or cash credited to the Holding Account.

        SECTION 7. Financial Institution Maintenance of the Holding Account.

         (a)  Transactions Shall Comply With Rules. The parties acknowledge that all transactions in Financial Assets under this Agreement shall be in accordance with the rules and customs of the exchange, market or clearing organization, if any, in which the transactions are executed or settled and in conformity with applicable law and regulations of governmental authorities and future amendments or supplements thereto.

         (b)  Fees and Charges of Financial Institution. Pledgor shall pay to Financial Institution, in accordance with Financial Institution's usual schedule of charges or any written agreement between

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Financial Institution and Pledgor, any fees or charges reasonably imposed by Financial Institution with respect to the establishment, maintenance and transactions in or affecting the Holding Account.

         (c)  Financial Institution Shall Not Permit Leverage of Investments. Financial Institution shall not execute any transaction to acquire a Financial Asset under Section 4(b) unless there are sufficient funds in the Holding Account or reasonably expected with respect to pending transactions in the Holding Account to settle such transaction for the account of the Holding Account. Notwithstanding the foregoing sentence, in the event that Financial Institution executes a transaction without adequate funds to settle the transaction, Pledgor shall be liable to Financial Institution for any deficiency and shall promptly reimburse Financial Institution for any loss or expense incurred thereby, including losses sustained by reason of Financial Institution's inability to borrow any securities or other property sold for the Holding Account. Pledgor agrees to pay interest charges which may be imposed by Financial Institution in accordance with its usual custom, with respect to late payments for Financial Assets purchased for the Holding Account and prepayments to the Holding Account (i.e., the crediting of the proceeds of sale before the settlement date or receipt by Financial Institution of the items sold in good deliverable form). Pledgor agrees to pay promptly any amount which may become due in order to satisfy demands for additional margin or marks to market with respect to any security purchased or sold on instruction from Pledgor.

         (d)  Risk of Investments and Transactions. It is not the intention of the parties that Financial Institution should bear any investment risk associated with Permitted Investments or Overnight Investments acquired for the credit of the Holding Account in accordance with Section 4. Any losses or gains realized on such Investments shall be charged or credited to the Holding Account, as appropriate. On committing to a transaction for the credit of the Holding Account pursuant to an instruction permitted in accordance with Section 4, Financial Institution may, (i) pending settlement, block (A) the Investments to be sold or (B) credit balances sufficient to settle any acquisition and, (ii) at the time of settlement, deliver such Investments or funds in accordance with the rules, custom or practice of the particular market.

         (e)  Use of Intermediaries and Nominees. Financial Institution is authorized, subject to Intercreditor Agent's written instructions, to register any Financial Assets acquired by Financial Institution pursuant to this Agreement in the name of Financial Institution or in the name of its nominee, or to cause such securities to be registered in the name of a Federal reserve bank, a recognized securities intermediary or clearing corporation, or a nominee of any of them. Financial Institution may at any time and from time to time appoint, and may at any time remove, any bank, trust company, clearing corporation, or Broker-Dealer as its agent to carry out such of the provisions of this Agreement. The appointment or use of any intermediary, or the appointment of any such agent, shall not relieve Financial Institution of any responsibility or liability under this Agreement.

          (f)  Corporate Actions. Except as otherwise set forth herein, the parties agree that neither Intercreditor Agent nor Financial Institution shall have any responsibility for ascertaining or acting upon any calls, conversions, exchange offers, tenders, interest rate changes or similar matters relating to any Financial Assets credited to or held for the credit of the Holding Account (except based on written instructions originated by Pledgor or Intercreditor Agent), or for informing Pledgor or Intercreditor Agent with respect thereto, whether or not Financial Institution or Intercreditor Agent has, or is deemed to have, knowledge of any of the aforesaid. Financial Institution is authorized to withdraw securities sold or otherwise disposed of, and to credit the Holding Account with the proceeds thereof or make such other disposition thereof as may be directed in accordance with this Agreement. Financial Institution is further authorized to collect all income and other payments which may become due on Financial Assets credited to the Holding Account, to surrender for payment maturing obligations and those called for redemption and to exchange certificates in temporary form for like certificates in definitive form, or, if the par value of any shares is changed, to effect the exchange for new certificates. It is understood and agreed by Pledgor and Intercreditor Agent that, although

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Financial Institution will use reasonable efforts to effect the transactions set forth in the preceding sentence, Financial Institution shall incur no liability for its failure to effect the same unless its failure is the result of willful misconduct

         (g)  Disclosure of Account Relationships. Pledgor and Intercreditor Agent acknowledge that Financial Institution may be required to disclose to securities issuers the name, address and securities positions with respect to Financial Assets credited to the Holding Account, and hereby consent to such disclosures.

         (h)  Forwarding of Documents. Financial Institution shall forward to Pledgor and Intercreditor Agent, or notify Pledgor and Intercreditor Agent by telephone of, all communications received by Financial Institution as owner of any Financial Assets credited to the Holding Account and which are intended to be transmitted to the beneficial owner thereof.

          (i)  Direction of Intercreditor Agent Controls in Disputes. Pledgor, Financial Institution and Intercreditor Agent hereby agree that in the event any dispute arises with respect to the payment, ownership or right to possession of the Holding Account or any other Collateral credited to or held therein, Financial Institution shall take such actions and shall refrain from taking such actions with respect thereto as may be directed by Intercreditor Agent.

          (j)  No Setoff, etc. Financial Institution shall not exercise on its own behalf any claim, right of set-off, banker's lien, clearing lien, counterclaim or similar right against any of the Collateral; provided that Financial Institution may deduct, from any credit balances, any usual and ordinary transaction and administration fees payable in connection with the administration and operation of the Holding Account. Except for claims for deductions permitted in the preceding sentence, Financial Institution agrees that any security interest it may have in the Holding Account or any security entitlement carried therein shall be subordinate and junior to the interest of Intercreditor Agent.

         (k)  Care of Financial Assets. Financial Institution shall maintain possession or control of all Financial Assets credited to the Holding Account by segregating such Financial Assets from its proprietary assets and keeping them free of any lien, charge or claim of any third party granted or created by Financial Institution. Financial Institution shall take such other steps to ensure that Financial Assets credited to the Holding Account are identified as being held for customers of Financial Institution as may required under applicable law, including 17 CFR Part 450, or in accordance with custom and practice in the industry.

        SECTION 8. Transactions in Holding Account.

         (a)  Power of Intercreditor Agent to Sell or Transfer. Pledgor agrees that Intercreditor Agent may sell or cause the sale or redemption of any Investment and instruct Financial Institution to transfer the proceeds of such sale or any other credit or balance in the Holding Account to any third party or account, in either case (i) if such sale or redemption is necessary to permit Intercreditor Agent to perform its duties under this Agreement or the Credit Agreement, or (ii) as provided in Section 14.