AMENDED AND RESTATED INTERCREDITOR AGREEMENT THE BANK OF NOVA SCOTIA U.S. BANK NATIONAL ASSOCIATION

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Exhibit 4.8

AMENDED AND RESTATED
INTERCREDITOR AGREEMENT

THE BANK OF NOVA SCOTIA
as Bank Agent

U.S. BANK NATIONAL ASSOCIATION
as Mortgage Notes Indenture Trustee

and

THE BANK OF NOVA SCOTIA
as Intercreditor Agent

August 20, 2004

TABLE OF CONTENTS

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AMENDED AND RESTATED INTERCREDITOR AGREEMENT

         THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, supplemented, amended and restated or otherwise modified, the " Agreement "), dated as of August 20, 2004 (the " Effective Date "), is entered into by and among THE BANK OF NOVA SCOTIA , a Canadian chartered bank (" Scotiabank "), as the Administrative Agent acting on behalf of itself and the Bank Lenders pursuant to the Bank Credit Agreement (in such capacity, the " Bank Agent "), U.S. BANK NATIONAL ASSOCIATION , a national banking association in its capacity as Trustee under the Mortgage Notes Indenture (in such capacity, the " Mortgage Notes Indenture Trustee "), and SCOTIABANK , as Intercreditor Agent hereunder and under the Related Collateral Agreements (in such capacity, the " Intercreditor Agent "). This Agreement amends and restates in its entirety that certain Intercreditor Agreement, dated as of June 4, 2002 (the " Existing Intercreditor Agreement "), by and among Scotia Bank, as administrative agent under the existing credit facility, the Mortgage Notes Indenture Trustee and the Intercreditor Agent.

RECITALS

        A.    Existing Casino Resort.     Las Vegas Sands, Inc., a Nevada corporation (" LVSI "), and Venetian Casino Resort, LLC, a Nevada limited liability company (" Venetian ," and together with LVSI, the " Company ") own and operate a Venetian-themed hotel, casino, retail, meeting and entertainment complex (the " Existing Casino Resort ") with an existing total of approximately 4,000 suites, approximately 116,000 square feet of casino space and approximately 650,000 square feet of meeting and conference space located at 3355 Las Vegas Boulevard South, Clark County, Nevada.

        B.    Existing Credit Facility.     LVSI, Venetian, Scotia Bank, as administrative agent, joint lead arranger and joint bookrunner, Goldman Sachs Credit Partners L.P., as syndication agent, joint lead arranger and joint bookrunner, and the lenders from time to time party thereto entered into that certain Credit Agreement, dated as of June 4, 2002, pursuant to which the Bank Lenders agreed, subject to the terms thereof, to provide certain credit facilities to LVSI and Venetian.

        C.    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, pursuant to which LVSI and Venetian issued the Mortgage Notes.

        D.    Phase II Hotel/Casino.     Lido Casino Resort, LLC, a Nevada limited liability company (" LCR "), an indirect, wholly-owned subsidiary of LVSI and VCR, intends to design, develop, construct, own and operate an approximately 3,000 suite hotel, a gaming facility of approximately 100,000 square feet, a multi-story parking structure and meeting complex (the " Phase II Hotel/Casino ") on certain land and airspace adjacent to the Existing Casino Resort, to be integrated with the Existing Casino Resort. The Phase II Hotel/Casino will also be integrated with an enclosed mall with retail shops and restaurants of approximately 375,000 net leasable square feet (the " Phase II Mall ").

        E.    Bank Credit Facility.     Concurrently herewith, LVSI, Venetian, the Bank Agent, Goldman Sachs Credit Partners L.P., as syndication agent, sole lead arranger and sole bookrunner, and the Bank Lenders have entered into the Bank Credit Agreement, pursuant to which the Bank Lenders have agreed, subject to the terms thereof and hereof, to provide certain credit facilities to LVSI and VCR, jointly and severally, in an aggregate amount not to exceed $1,010,000,000. The Bank Credit Facility will be used, among other things, to (i) repay all amounts outstanding under the Company's existing bank credit facility described in Recital B , (ii) finance a portion of the development and construction costs of the Phase II Hotel/Casino and (iii) for certain other purposes, all as more particularly described in the Bank Credit Agreement and the Disbursement Agreement. LCR and certain other subsidiaries of LVSI and Venetian have guaranteed LVSI and Venetian's obligations under the Bank Credit Agreement. As more particularly described in Section 2 , the Bank Credit Facility is secured by a

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first priority Lien on the Collateral and the Mortgage Notes are secured by a second priority Lien on the Collateral.

        F.    Security Agreement.     In connection with the matters provided for herein, LVSI, Venetian and certain of their subsidiaries, as debtors thereunder, and Scotiabank, as the Intercreditor Agent thereunder, have entered into the Security Agreement, to provide for, among other things, the creation of security interests in the Collateral described therein granted to the Intercreditor Agent to secure the Bank Secured Obligations, with first Lien priority, and to secure the Mortgage Notes Secured Obligations, with second Lien priority.

        G.    Intercreditor Agreement.     The Secured Credit Parties desire to amend and restate the Existing Intercreditor Agreement, appoint Scotiabank as the Intercreditor Agent hereunder and under the Related Collateral Agreements, and set forth certain provisions relating to their respective rights in the Collateral, the exercise of remedies in the event of default, the application of proceeds of enforcement and certain other matters.

         NOW, THEREFORE , with reference to the foregoing recitals and in reliance thereon, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Secured Credit Parties agree to amend and restate the Existing Intercreditor Agreement as follows:

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Definitions and General Provisions.

        1.1    Definitions.     Except as otherwise expressed and provided herein, all capitalized terms used in this Agreement and its Exhibits shall have the meanings provided for in this Section 1.1.

        " Acceleration Event " means the acceleration of the maturity of all Obligations under a Facility Agreement in accordance with the terms and conditions of such Facility Agreement.

        " Additional Bank Proceeds " means the proceeds advanced by the Bank Lenders pursuant to any Facility Amendment which increases the maximum amount of the existing commitments under the Bank Credit Facility, subject to the limitations on the amount thereof provided for in Section 3.1.1 hereof; provided, however, that Additional Bank Proceeds shall not include any amounts advanced or re-advanced by the Bank Lenders under the Revolving Bank Loan Commitment under the Bank Credit Facility (but any Facility Amendment of the Bank Credit Facility to increase the $125,000,000 maximum amount of the Revolving Bank Loan Commitment shall be subject to the provisions of Section 3.1.1 below).

        " Adelson " means Sheldon G. Adelson, an individual.

        " Adelson Relative " means (i) any spouse, child, grandchild or sibling of Adelson, (ii) any other natural Person having a relationship by blood, marriage or adoption not more remote than second cousin with Adelson or any Person referenced in clause (i) of this definition or (iii) any other Person directly or indirectly controlled by Adelson or any other Person referenced in clause (i) or clause (ii) of this definition. For purposes of this definition, "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of any other Person, whether through the ownership of voting securities, by agreement or otherwise.

        " Affiliate " of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided , however , that beneficial ownership of 10% or more of the voting securities of a Person shall be deemed to be control.

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        " Bank Agent " means Scotiabank or its successor or assignee in its capacity as Administrative Agent under the Bank Credit Agreement.

        " Bank Credit Agreement " means that certain Credit Agreement dated as of the Effective Date by and among LVSI, Venetian, the Bank Agent, as administrative agent, Goldman Sachs Credit Partners L.P., as syndication agent, sole lead arranger and sole bookrunner, and the Bank Lenders, as such agreement may be amended (including, without limitation, any amendment and restatement thereof), supplemented or otherwise modified from time to time pursuant to a Permitted Facility Amendment, including, without limitation, any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including, without limitation, increasing the aggregate principal amount that may be borrowed thereunder but only to the extent permitted hereunder and by the terms of the Mortgage Notes Indenture) all or any portion of the Indebtedness and other obligations under such agreement or any successor or replacement agreement, and whether by the same or any other agent, lender or group of lenders.

        " Bank Credit Facility " means, collectively, the term loans, revolving facility and letter of credit facility described and made available to LVSI and Venetian by the Bank Lenders pursuant to the Bank Credit Agreement.

        " Bank Deeds of Trust " means, collectively, (1) that certain Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of the Effective Date, made by LVSI and Venetian as trustors, to First American Title Insurance Company, as trustee, for the benefit of the Bank Agent, as beneficiary, and (2) that certain Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing to be executed by LVSI and LCR, as trustors, to First American Title Insurance Company, as trustee, for the benefit of the Bank Agent, as beneficiary, as each may be amended (including, without limitation, any amendment and restatement thereof), supplemented or otherwise modified from time to time.

        " Bank Environmental Indemnity " means that certain Environmental Indemnity Agreement dated as of the Effective Date by and among LVSI, LCR, Venetian and the Bank Agent, as amended (including any amendment and restatement) supplemented or modified from time to time.

        " Bank Lenders " means the lenders party to the Bank Credit Agreement and the counterparties to Rate Protection Agreements (as defined in the Bank Credit Agreement) or their successors or assignees in such capacity as lenders or counterparties, as the case may be, under the Bank Credit Agreement.

        " Bank Secured Obligations " means all Obligations under the Bank Credit Facility, the Bank Security Documents and the other Loan Documents (as defined in the Bank Credit Agreement) including, to the extent permitted under the Mortgage Notes Indenture, Obligations in respect of Rate Protection Agreements (as defined in the Bank Credit Agreement).

        " Bank Security Documents " means the Bank Deeds of Trust, the Bank Environmental Indemnity, the Security Agreement and any other guaranties, deeds of trust, security agreements or collateral account agreements executed from time to time by LVSI, LCR or Venetian or direct or indirect Subsidiaries of LVSI, LCR or Venetian in favor of the Intercreditor Agent, the Bank Agent or the Bank Lenders to secure or guaranty the Obligations under the Bank Credit Facility.

        " Bankruptcy Code " means Title 11 of the United States Code entitled "Bankruptcy," as now and hereafter in effect, or any successor statute.

        " Base Rate Loan " shall have the meaning ascribed thereto in the Bank Credit Agreement.

        " Capital Stock " means with respect to any Person, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock of such Person, including, without limitation, if such Person is a partnership or limited liability company, partnership or membership

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interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership or limited liability company.

        " Collateral " means all real and personal property encumbered to secure both (a) the Senior Lender Hedging Obligations, the Bank Secured Obligations under the Bank Security Documents or obligations under any Future First Lien Credit Facility, and (b) the Mortgage Notes Secured Obligations under the Mortgage Notes Indenture Security Documents.

        " Commitment " means, with respect to the Bank Credit Facility or any Future First Lien Credit Facility, the aggregate principal amount of all loans or credit extensions to the Company which may be made under such Facility.

        " Company Group " means the Company and any Subsidiary of the Company, and references herein to "any of the Company Group" or words to that effect mean any of the entities comprising the Company or any Subsidiary of any of them.

        " Consents " means the consents to the collateral assignment of the Assigned Agreements (as defined in the Security Agreement) executed by the counterparties to such Assigned Agreements.

        " Controlling Party " means one or more Secured Credit Parties with the right to direct the Intercreditor Agent with respect to any decisions or actions made or taken or to be made or taken with respect to Collateral pursuant to any of the Related Collateral Agreements (including, without limitation, the matters provided for in Section 4.4.1 and Section 4.5 ), determined in accordance with the following:

        (1)   except with respect to Specified Actions, the Controlling Party with respect to any Collateral shall be the Secured Credit Party or Parties which, at the time any direction or consent is required or may be given, has the most senior Liens on or security interests in such Collateral as established pursuant to Section 2.1 ; provided that, in the event two or more Secured Credit Parties have pari passu senior Liens on or security interest in Collateral, then, as between such Secured Parties, Controlling Party shall refer to the Secured Party that holds the largest amount of Obligations that are secured by such pari passu Lien.

        (2)   with respect to Specified Actions, the Controlling Party shall mean all of the Secured Credit Parties;

provided, however, that in the event Adelson or any Adelson Relative directly or indirectly owns an interest (other than a participation) in excess of fifteen percent (15%) of the aggregate Indebtedness under any Facility (the percentage of the total Indebtedness attributable to Adelson or any Adelson Relative shall be determined in accordance with the procedure demonstrated by the following example: a direct or indirect 50% interest in a $70 million portion of a $140 million Indebtedness would equal a 25% interest in such Indebtedness), then the Secured Credit Party with respect to such Indebtedness (an " Ineligible Credit Party ") shall not have the right to act as a Controlling Party in accordance with the foregoing, and the Controlling Party shall be the Secured Credit Party or Parties determined in accordance with such provisions among the Secured Credit Parties other than the Ineligible Credit Party (the foregoing provisions shall not, however, limit or restrict the other rights of a Secured Credit Party under this Agreement, including, without limitation, exercise of the rights provided for in Section 4.3 and in Section 4.4.2 , whether or not such Secured Credit Party is an Ineligible Credit Party in accordance with the foregoing).

        " Deeds of Trust " means, collectively, the Bank Deeds of Trust and the Mortgage Notes Indenture Deeds of Trust.

        " Disbursement Agreement " means that certain Master Disbursement Agreement, to be entered into among LCR, Phase II Mall Holding, LLC, a Nevada limited liability company, Phase II Mall

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Subsidiary, LLC, a Delaware limited liability company, the Bank Agent, Scotiabank, as the agent for the lenders to the Phase II Mall, and Scotiabank, as the disbursement agent.

        " Event of Default " means, as the context requires, the occurrence and continuance of an "Event of Default" by or with respect to the Company or any Guarantor under the applicable Financing Agreement; provided, however, that, notwithstanding the provisions of Section 1.3 of this Agreement, any matter which would have constituted an "Event of Default" under a Facility Agreement but for the waiver thereof by the Secured Credit Party to such Facility Agreement, or but for the termination of such Facility Agreement, shall not constitute an Event of Default for purposes of this Agreement.

        " Exercise Remedies " or the " Exercise of Remedies " means the recording of a Notice of Default under any of the Deeds of Trust, the commencement of an action for judicial foreclosure, the appointment of a receiver, the enforcement of personal property foreclosure proceedings (whether judicial or non-judicial), the filing of a complaint or other action to enforce any Obligations, realization on Collateral or the enforcement of other remedies under any Related Collateral Agreement or any Facility Agreement, or the exercise of set off, or any combination of the foregoing, by or for the benefit of any Secured Credit Party hereto; provided, however, that "Exercise Remedies" or the "Exercise of Remedies" shall exclude, without limitation, the following: (i) the giving of notices of default (as distinguished from recording a Notice of Default); (ii) any declaration of an Acceleration Event; and (iii) actions taken by any Secured Credit Party or the Intercreditor Agent to perfect, or to extend or confirm the perfection or effectiveness of, any Lien provided for herein or in the applicable Facility Agreements.

        " Facility " or " Facilities " means, as the context requires, the Bank Credit Facility, the Mortgage Notes Indenture or any Future First Lien Credit Facility or any of them.

        " Facility Agreements " means, collectively, the Bank Credit Agreement, the Mortgage Notes Indenture and the principal agreement governing any Future First Lien Credit Facility.

        " Facility Amendment " means any amendment, modification, extension or renewal of any Facility or Facility Agreement.

        " Financing Agreements " means, collectively, the Bank Credit Agreement, the Mortgage Notes Indenture, the Security Documents, the notes or instruments delivered to the Bank Lenders, the Mortgage Notes, and the principal document governing any other First Lien Credit Facility (as defined in the Mortgage Notes Indenture) entered into on, prior to or after the date hereof and the security documents notes or instruments delivered to the providers of such other First Lien Credit Facility, as the same may be amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms and conditions thereof.

        " Future First Lien Credit Facility " shall mean any First Lien Credit Facility (as defined in the Mortgage Notes Indenture) that is designated by the Borrower as a "First Lien Credit Facility" for purposes of the Mortgage Notes Indenture (other than the Bank Credit Agreement) but only to the extent that the providers of such Future First Lien Credit Facility become a party to this Agreement and agree to be bound by and comply with all of the terms and provisions of this Agreement, provided that, either such First Lien Credit Facility is expressly permitted as such under the Bank Credit Agreement or the required lenders under such Bank Credit Agreement have consented to the designation.

        " Governmental Instrumentality " means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau or entity (including, without limitation, the Nevada Gaming Authorities, any zoning authority, the FDIC, the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority) or any arbitrator with authority to bind a party at law.

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        " Guarantor " shall mean any "Subsidiary Guarantor" under the Bank Credit Agreement and any "Note Guarantor" under the Mortgage Notes Indenture.

        " Hedging Obligations " means with respect to any Person, the obligations of such Person under (a) interest rate or currency swap agreements, interest rate or currency cap agreements, interest rate or currency collar agreements and (b) other agreements or arrangements designed to protect such Person against fluctuations in interest rates and/or currency exchange rates, in each case, to the extent permitted to be entered into and secured with a first priority Lien pursuant to the Mortgage Notes Indenture and the Bank Credit Agreement; provided, however that Hedging Obligations shall not include obligations of the Company or its Subsidiaries in respect of Rate Protection Agreements.

        " HVAC Provider " means Sempra Energy Solutions, a California corporation (as successor to Atlantic-Pacific Las Vegas, LLC, a Delaware limited liability company) or its permitted successors under the HVAC Services Agreements.

        " HVAC Services Agreements " means collectively (a) the Energy Services Agreement, dated as of November 14, 1997, as amended on July 1, 1999, between Venetian and the HVAC Provider, (b) the HVAC Ground Lease, and (c) all other agreements between the HVAC Provider and the Borrowers or their Restricted Subsidiaries (and any amendments of such other agreements or the agreements described in clauses (a) or (b) above), as approved by the Administrative Agent, in its reasonable discretion.

        " Indebtedness ," means, with respect to any Person, (1) any indebtedness of such Person, whether or not contingent (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof), (c) representing the balance deferred and unpaid of the purchase price of any property (including Capital Lease Obligations (as defined in the Mortgage Notes Indenture)), except any such balance that constitutes an accrued expense or trade payable, or (d) representing any Hedging Obligations, if and to the extent any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP (as defined in the Mortgage Notes Indenture), (2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business) and (3) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person). For purposes of this definition, the term "Indebtedness" shall not include (a) any amount of the liability in respect of an operating lease that at such time would not be required to be capitalized and reflected as a liability on the balance sheet in accordance with GAAP (as defined in the Mortgage Notes Indenture), (b) any obligation under the HVAC Services Agreements as in effect on the Closing Date (as defined in the Bank Credit Agreement) or (c) any surety bonds for claims underlying mechanics liens and any reimbursement obligations with respect thereto so long as such reimbursement obligations are not then due, or are promptly paid when due. The amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof, in the case of any Indebtedness with original issue discount, and (b) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness. Notwithstanding anything herein to the contrary, Indebtedness of the Company and its Restricted Subsidiaries (as defined in the Mortgage Notes Indenture) shall not include any Indebtedness that has been either satisfied and discharged or defeased through covenant defeasance or legal defeasance.

        " Intercreditor Agent " means Scotiabank as the Intercreditor Agent pursuant to Section 6 of this Agreement, its permitted successor or assignee in such capacity, and any Additional Intercreditor Agent appointed pursuant to said Section 6 .

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        " Lender " means any of the Bank Lenders, any lender under a Future First Lien Credit Facility, any Permitted Counterparty or any of the Mortgage Note Holders.

        " Lien " means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including, without limitation, any conditional sale or other title retention agreement or any lease in the nature thereof).

        " Mortgage Note(s) " means the 11.00% Mortgage Note(s) due 2010 and any Additional Notes (as defined in the Mortgage Notes Indenture), in each case issued by LVSI and Venetian pursuant to the Mortgage Notes Indenture.

        " Mortgage Note Holder(s) " means the holder(s) of the Mortgage Note(s).

        " Mortgage Notes Indenture " means that certain Mortgage Notes Indenture dated as of June 4, 2002 by and among LVSI, Venetian, the guarantors signatory thereto and the Mortgage Notes Indenture Trustee, as amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time.

        " Mortgage Notes Indenture Deeds of Trust " means, collectively, (1) that certain Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of June 4, 2002, as amended as of the Effective Date, made by LVSI and Venetian as trustors, to First American Title Insurance Company, as trustee, for the benefit of the Mortgage Notes Indenture Trustee, as beneficiary, (2) that certain Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, to be executed by LVSI and LCR as trustors, to First American Title Insurance Company, as trustee, for the benefit of the Mortgage Notes Indenture Trustee, as beneficiary, and (3) that certain Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of May 6, 2004, made by LVSI, as trustor, to First American Title Insurance Company, as trustee, for the benefit of the Mortgage Notes Indenture Trustee, as beneficiary, as each may be amended (including, without limitation, any amendment and restatement thereof), supplemented or otherwise modified from time to time.

        " Mortgage Notes Indenture Environmental Indemnity " means that certain Environmental Indemnity Agreement dated as of June 4, 2002, as amended as of the Effective Date, by and among LVSI, Venetian and the Mortgage Notes Indenture Trustee, as amended (including, without limitation, any amendment and restatement thereof), supplemented or otherwise modified from time to time.

        " Mortgage Notes Indenture Security Documents " means, collectively, the Mortgage Notes Indenture Deeds of Trust, the Mortgage Notes Indenture Environmental Indemnity, the Security Agreement and any guaranties, deeds of trust, security agreements or collateral account agreements executed from time to time by LVSI, LCR or Venetian or direct or indirect Subsidiaries of LVSI, LCR or Venetian in favor of the Intercreditor Agent, the Mortgage Notes Indenture Trustee or the Mortgage Note Holders to secure or guaranty the Obligations under the Mortgage Notes and the Mortgage Notes Indenture.

        " Mortgage Notes Indenture Trustee " means U.S. Bank National Association or its successor or assignee in its capacity as Trustee under the Mortgage Notes Indenture.

        " Mortgage Notes Proceeds " means the proceeds from the issuance of the Mortgage Notes (net of any underwriter's discount and expenses).

        " Mortgage Notes Secured Obligations " means all Obligations under the Mortgage Notes, the Mortgage Notes Indenture Security Documents and the other Collateral Documents (as defined in the Mortgage Notes Indenture).

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        " Nevada Gaming Authorities " means, collectively, the Nevada Gaming Commission, the Nevada State Gaming Control Board and the Clark County Liquor and Gaming Licensing Board.

        " Notice of Default " means a notice of default which must be recorded in the official real property records of Clark County, Nevada, in order to commence non-judicial foreclosure of a Deed of Trust in accordance with applicable Nevada law.

        " Obligations " means (a) all loans, advances, debts, liabilities and obligations (including reimbursement obligations in respect of letters of credit), howsoever arising, owed by the Company and its direct and indirect Subsidiaries under the Bank Credit Agreement, the Mortgage Notes Indenture, Future First Lien Credit Facility or otherwise to any Lender of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, pursuant to the terms of the Financing Agreements, including, without limitation, all interest (including post-petition interest even if the claim for such amounts is not permitted by applicable law), fees, charges, expenses, attorneys' fees and accountants fees chargeable to the Company or any Guarantor in connection with its dealings with the Lenders and payable by the Company or any Guarantor hereunder or thereunder, (b) Hedging Obligations of the Company Group to any Secured Party, (c) any and all sums advanced by the Intercreditor Agent or any other Secured Party in order to preserve the Collateral or preserve any Secured Party's security interest in the Collateral, including, without limitation, all Protective Advances and (d) in the event of any proceeding for the collection or enforcement of the Obligations after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by any Secured Party of its rights under the Security Documents, together with reasonable attorneys' fees and court costs.

        " Permitted Counterparty " means the counterparties to any Hedging Obligations entered into by the Company or its Subsidiaries which are permitted by the Bank Credit Agreement; provided, however , such counterparties become parties to this Agreement and agree to be bound by and comply with all of the terms and provisions of this Agreement.

        " Permitted Facility Amendment " means a Facility Amendment of the Bank Credit Facility or a Future First Lien Credit Facility which is expressly permitted pursuant to Section 3 of this Agreement.

        " Person " means any natural person, corporation, partnership, firm, limited liability company, association, Governmental Instrumentality or any other entity whether acting in an individual, fiduciary or other capacity.

        " Potential Event of Default " means any event, which with the passage of time and/or the giving of notice would become an Event of Default.

        " Protective Advances " means any advances with respect to (i) the payment of any delinquent taxes or insurance premiums owed by any of the Company Group with respect to the Existing Casino Resort or the Phase II Hotel/Casino, (ii) the removal of any Lien or encumbrance on the Existing Casino Resort or the Phase II Hotel/Casino (other than Liens that are junior to the Deeds of Trust) or the defense of the Company's title thereto or of the validity, enforceability, perfection or priority of the Liens and security interests granted pursuant to the Security Documents or (iii) the repair, maintenance, protection or preservation of the value of the Existing Casino Resort or the Phase II Hotel/Casino or (in each case) any portion thereof, including, without limitation, for payment of (A) heating, gas, electric and other utility bills (including, without limitation, any payments due under the HVAC Services Agreements) or (B) amounts reasonably necessary to prevent the provider of any financing provided pursuant to clauses (g), (j) or (p) of the second paragraph of Section 4.09 of the Mortgage Notes Indenture from (x) terminating its agreement to advance funds thereunder or (y) exercising rights under the documentation applicable to its financing commitment so as to deprive

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the Phase II Hotel/Casino of the property or equipment procured with advances made pursuant to such financing commitment.

        " REA " means that certain Second Amended and Restated Reciprocal Easement, Use and Operating Agreement dated as of May 17, 2004, as amended on July 30, 2004, by and among Venetian, LVSI, Grand Canal Shops II, LLC, a Delaware limited liability company, Phase II Mall Subsidiary, LLC, a Delaware limited liability company and Interface Group-Nevada, Inc., a Nevada corporation, and as further amended, amended and restated, supplemented or otherwise modified in accordance with the terms thereof from time to time.

        " Related Collateral Account Agreements " means, collectively, all control agreements and/or collateral account agreements that grant a security interest in, or perfect a security interest in any "securities account", "deposit account", "financial asset" or other "investment property" (each such term as defined in the Uniform Commercial Code as in effect from time to time in New York) for the benefit of the Bank Agent and the Mortgage Notes Indenture Trustee (or the Intercreditor Agent on their behalf).

        " Related Collateral Agreements " means the Security Agreement, the Consents and the Related Collateral Account Agreements.

        " Revolving Bank Loan Commitment " shall have the meaning ascribed to the term "Revolving Loan Commitment" in the Bank Credit Agreement.

        " Secured Credit Parties " means the Bank Agent, the Mortgage Notes Indenture Trustee, each Permitted Counterparty and the agent, trustee or other representative of the Senior Lenders under a Future First Lien Credit Facility.

        " Secured Lenders " means the Bank Agent and the Bank Lenders, each Permitted Counterparty, the Mortgage Notes Indenture Trustee and the Mortgage Note Holders, and the Senior Lenders under a Future First Lien Credit Facility and their agent, trustee or other representative.

        " Secured Obligations " means the Senior Lender Secured Obligations, the Senior Lender Hedging Obligations, or the Mortgage Notes Secured Obligations, as the context requires.

        " Secured Parties " means the Intercreditor Agent, the Bank Agent, the Mortgage Notes Indenture Trustee, the Lenders and the Permitted Counterparties.

        " Security Agreement " means the Amended and Restated Security Agreement, dated as of the Effective Date, among LVSI, Venetian and certain of their Subsidiaries, as debtors thereunder, and Scotiabank, as the Intercreditor Agent thereunder, together with any amendment, amendment and restatement, supplement or other modification thereto hereafter entered into by any Subsidiary of the Company for the benefit of one or more of the Secured Lenders.

        " Security Documents " means, collectively and without duplication, the Bank Security Documents, the Mortgage Notes Indenture Security Documents, the Consents, and any other deeds of trust, security agreemen