EXHIBIT 10.40
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SUBORDINATION
AND
INTERCREDITOR AGREEMENT
(Trade Claims)
THE BANK OF NOVA SCOTIA
as Bank Agent
VENETIAN CASINO RESORT, LLC
LAS VEGAS SANDS, INC.
GRAND CANAL SHOPS MALL CONSTRUCTION, LLC
and
SHELDON G. ADELSON
November 12, 1999
SUBORDINATION
AND
INTERCREDITOR AGREEMENT
(Trade Claims)
THIS AGREEMENT is made as of November 12, 1999, by and among THE BANK OF
NOVA SCOTIA, a Canadian chartered bank, as the Administrative Agent (the "Bank
Agent") acting on behalf of itself and the Bank Lenders pursuant to the Bank
Credit Agreement, LAS VEGAS SANDS, INC., a Nevada corporation ("LVSI"), VENETIAN
CASINO RESORT, LLC, a Nevada limited liability company ("Venetian") and GRAND
CANAL SHOPS MALL CONSTRUCTION, LLC, a Delaware limited liability company ("Mall
Construction Subsidiary") and SHELDON G. ADELSON.
RECITALS
A. The Project. LVSI, Venetian and Mall Construction Subsidiary which is a
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wholly owned subsidiary of Venetian (LVSI, Venetian and Mall Construction
Subsidiary are collectively referred to herein as the "Company;" provided,
however, that after the Mall Release Date, "Company' shall mean and refer to
LVSI and Venetian only), propose to develop, construct and operate the Venetian
Casino Resort, a large-scale, Venetian-themed hotel/casino/retail and
entertainment complex with related heating, ventilation and air-conditioning
central plant, related common parking facilities and related central electrical
sub-station facilities as part of the redevelopment on the site of the former
Las Vegas Sands Hotel and Casino.
B. The Bank Credit Facility. On November 14, 1997 (the "Closing Date")
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LVSI, Venetian, the Bank Agent, Goldman Sachs Credit Partners L.P. and the Bank
Lenders entered into the Bank Credit Agreement pursuant to which the Bank
Lenders agreed, subject to the terms thereof, to provide the Bank Credit
Facility to LVSI and Venetian.
C. The Interim Mall Facility. On the Closing Date, the Company and GMAC
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COMMERCIAL MORTGAGE CORPORATION, a California corporation (the "Interim Mall
Lender") entered into the Interim Mall Credit Agreement pursuant to which the
Interim Mall Lender agreed, subject to terms thereof, to provide the Interim
Mall Facility to the Company.
D. The Mortgage Notes Indenture. On the Closing Date, LVSI, Venetian,
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certain guarantors named therein and U.S. Bank Trust National Association f/k/a
First National Trust Association, as trustee (the "Mortgage Notes Indenture
Trustee"), entered into the Mortgage Notes Indenture pursuant to which LVSI and
Venetian issued the Mortgage Notes.
E. The Subordinated Notes Indenture. On the Closing Date, LVSI, Venetian,
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certain guarantors named therein and First Union National Bank, as trustee
("Subordinated Notes Indenture Trustee") entered into the Subordinated Notes
Indenture pursuant to which LVSI and Venetian issued the Subordinated Notes.
F. Disbursement Agreement. The Company, the Bank Agent, the Mortgage Notes
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Indenture Trustee, the Interim Mall Lender, Atlantic-Pacific, Las Vegas, LLC a
Delaware limited liability company (the "HVAC Provider"), and The Bank of Nova
Scotia, as Disbursement Agent thereunder, entered into that Funding Agents'
Disbursement and Administration Agreement dated as of the Closing Date (such
agreement as amended, modified or supplemented from time to time, the
"Disbursement Agreement"), in order to set forth, among other things, (a) the
mechanics for and allocation of the Company's request for advances under the
various Facilities and from the Company's Funds Account, (b) the conditions
precedent to the initial advance and conditions precedent to subsequent
advances, (c) certain common representations, warranties and covenants of the
Company in favor of the Funding Agents and (d) common Events of Default and
remedies during construction of the Project.
G. Intercreditor Agreement (Credit Parties). On the Closing Date, each of
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the Credit Parties entered into a certain Intercreditor Agreement (the
"Intercreditor Agreement (Credit Parties)") pursuant to which the Credit Parties
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.
H. Adelson Completion Guaranty. In order to induce the Credit Parties to
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enter into their respective Facilities, Adelson executed and delivered on the
Closing Date a Guaranty (the "Adelson Completion Guaranty"), whereby Adelson
guaranteed certain obligations and liabilities of Company under Section 5.9 of
the Disbursement Agreement together with certain costs and expenses incurred in
connection therewith (subject to the limitations contained therein). In the
event that Adelson makes any payments required by the Adelson Completion
Guaranty, such payments shall be deemed to be a loan (the "Completion Guaranty
Loan") by Adelson to Venetian with the terms and conditions set forth in Exhibit
A to the Adelson Completion Guaranty.
I. Substitute Tranche B Guaranty. In order to induce the Interim Mall Lender
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to enter into the Interim Mall Credit Agreement, Adelson executed and delivered
a Guaranty (the "Substitute Tranche B Guaranty") on the Closing Date, whereby
Adelson guaranteed all obligations and liabilities of the Company under the
Interim Mall Credit Agreement together with certain costs and expenses incurred
in connection therewith (subject to the limitations contained therein). In the
event that Adelson makes any payments required by the Substitute Tranche B
Guaranty, such payments shall be deemed to be a loan (the "Substitute Tranche B
Loan") by Adelson to Venetian with the terms and conditions set forth in Exhibit
A to the Substitute Tranche B Guaranty.
J. The Intercreditor Agreement (Adelson). On the Closing Date, the Credit
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Parties, the Company and Adelson entered into a certain Intercreditor Agreement
(the "Intercreditor Agreement (Adelson)") pursuant to which such parties set
forth their agreement with respect to the Company's obligation to repay the
Completion Guaranty Loan and the Substitute Tranche B Loan.
K. The Subordination and Intercreditor Agreement (Trade Claims). In connection
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with the construction of the Project, (i) certain disputes have arisen between
the Company, the Construction Manager and certain contractors, subcontractors,
materialmen and other persons (collectively, the "Claimants") regarding the
amounts due under various contracts and agreements relating thereto
(collectively, the "Claims"), and (ii) the Claimants have filed or may file
liens against the Project. Adelson has informed the parties hereto that he may
elect to purchase such Claims and receive an assignment of any lien or security
interest securing such Claims upon and subject to the terms and condition set
forth herein. The parties hereto have consented to such purchase and assignment
and entered into this Agreement for their own benefit and for the express
benefit of (i) the Mortgage Notes Indenture Trustee for the benefit of the
holders of the Mortgage Notes and (ii) the Subordinated Notes Indenture Trustee
for the benefit of the holders of the Subordinated Notes.
L. Mall Release Date. Upon the occurrence of the Mall Release Date, this
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Agreement will no longer apply to the Interim Mall Lender, provided, however,
this Agreement will remain in full force and effect among Bank Agent, Adelson,
LVSI and Venetian.
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 Credit Parties and Adelson
agree as follows:
1. Except as otherwise expressed and provided herein, all capitalized terms used
in this Agreement and its Exhibits shall have the meanings set forth below:
a. the following terms shall have the meanings set forth in the Disbursement
Agreement:
Affiliate Lender
Bank Agent Mall Release Date
Bank Credit Agreement Mortgage Note(s)
Bank Lenders Mortgage Notes Indenture
Banking Day Person
Company's Funds Account Potential Event of Default
Construction Manager Project Documents
Contracts Project Security
Deeds of Trust Realized Savings
Financing Agreements Security Documents
Funding Agents Subsidiaries
Indirect Construction Guaranty Subordinated Notes Indenture
Interim Mall Facility Subordinated Note(s)
b. The following terms shall have the meanings set forth in the Intercreditor
Agreement (Credit Parties):
Bankruptcy Code
Credit Parties
Disbursement Agent
Event of Default
Facilities
Facility Agreements
Intercreditor Agent
Interim Mall Lender
Notice of Default
Protective Advances
Secured Lenders
c. The following terms shall have the meanings set forth below:
"Adelson" shall mean Sheldon G. Adelson or any person or affiliate acting
for or on behalf of Adelson.
"Adelson Trade Claims" means any and all claims, judgments, demands,
remedies and other rights assigned by any creditor or lien claimant of Venetian,
LVSI, and/or Mall Construction Subsidiary to Adelson; provided, however, the
amount due under each Claim shall not exceed the lesser of (i) the amount due
thereunder or (ii) the amount paid by Adelson to purchase such Claim.
"Collateral" means all real and personal property collateral and all
proceeds thereof described in the Security Documents and the Disbursement
Agreement.
"Disbursement Agreement Default" means the occurrence and continuance of an
Event of Default under the Disbursement Agreement.
"Exercise Remedies" or the "Exercise of Remedies" means the Recording of a
Notice of Default under any deeds of trust or similar security agreement, 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 obligation of the Company, the realization on any Collateral, the exercise
of rights of setoff, or any combination of the foregoing.
d. To the extent that reference is made in this Agreement to any term defined
in, or to any other provision of, the Disbursement Agreement, the
Intercreditor Agreement (Credit Parties) or any other agreement, such term
or provision shall continue to have the original meaning thereof
notwithstanding any termination, expiration or amendment of the
Disbursement Agreement or such other agreement.
e. Adelson is entering into this Agreement solely in his capacity as a holder
of, and only with respect to, the Adelson Trade Claims and nothing herein
shall be construed to waive, limit, impair or enlarge any right, duty or
privilege that Adelson may have in any other capacity or with respect to
any other indebtedness, claim or interest.
2. Adelson agrees that so long as any of the Obligations remain outstanding or
any commitments under the Facility Agreements remain effective:
a. The Adelson Trade Claims shall not be secured by, directly or indirectly,
any liens on or security interests in any property or assets owned directly
or indirectly by the Company or any Subsidiary of the Company or by any
stock, securities, membership interests, partnership interests or other
direct or indirect equity interests in the Company or any Subsidiary of the
Company. Upon the purchase or assignment of each Adelson Trade Claim,
Adelson shall release or cause to be released all liens and security
interests securing such Adelson Trade Claim. Promptly after the purchase of
each Claim, Adelson shall deliver to the Disbursement Agent (i) a
certificate stating the amount of such Claim and the amount paid to the
Claimant by Adelson with respect thereto, (ii) a copy of the assignment of
such Claim from the Claimant to Adelson, and (iii) a copy of the release of
all liens and security interests relating thereto.
b. All Adelson Trade Claims shall be subject and subordinate to all
Obligations of the Company to the Credit Parties to the extent and in the
manner set forth herein (including without limitation Section 7).
c. Adelson shall not (i) contest the validity or priority of or seek to enjoin
or otherwise delay or interfere with the Exercise of Remedies by any Credit
Party, or (ii) institute any suit or assert in any suit, bankruptcy,
insolvency or other proceeding any claim relating to the Adelson Trade
Claims against the Company seeking damages or other relief, by way of
specific performance, injunction or otherwise. Adelson will execute and
deliver to the Credit Parties any other instrument reasonably requested by
the Credit Parties to further assure the subordinated status of the Adelson
Trade Claims.
3. Adelson hereby confirms and agrees that the liens and security interests held
by each Secured Lender in the Collateral shall secure all Obligations of Company
now or hereafter owing to each Secured Lender under each Facility throughout the
term of this Agreement notwithstanding (i) the availability of any other
collateral to any Secured Lender, (ii) the actual date and time of execution,
delivery, recording, filing and perfection of any of the Security Documents and
(iii) the fact that any lien or security interest created by any of the Security
Documents, or any claim with respect thereto, is or may be subordinated, avoided
or disallowed in whole or in part under the Bankruptcy Code or other applicable
federal or state law with respect to Venetian or any Affiliate of Venetian, in
the event of a proceeding, whether voluntary or involuntary, for insolvency,
liquidation, reorganization, dissolution, bankruptcy or other similar
proceedings pursuant to the Bankruptcy Code or other applicable federal or state
law, Adelson further confirms and agrees that the Obligations due and
outstanding under each Facility Agreement shall include all principal and
additional advances permitted by or provided for thereunder, Protective Advances
made pursuant to or as permitted by the Intercreditor Agreement (Credit
Parties), interest, default interest, LIBOR breakage and swap breakage, post
petition interest and all other amounts due thereunder, for periods before and
for periods after the commencement of any such proceedings, even if the claim
for such amounts is disallowed pursuant to applicable law, and all proceeds from
the sale or other disposition of such Collateral shall be paid to the Secured
Lenders notwithstanding the disallowance of any such claim or the invalidity or
subordination of any lien on or security interest in the Collateral under
applicable law.
4. All provisions of this Agreement, including but not limited to, all matters
relating to the creation, validity, perfection, priority and subordination of
the liens on and security interests in the Collateral intended to be created by
the Security Documents and all provisions regarding the allocation and priority
of payments with respect to any Facility shall survive the filing of a
proceeding under the Bankruptcy Code and be fully enforceable by each Credit
Party against Adelson during such proceeding. In addition, Adelson hereby waives
all rights of subrogation (if any) against the Company as contemplated by
Section 509 of the Bankruptcy Code, or otherwise. Adelson further agrees that so
long as any Obligations are outstanding under any of the Financing Agreements,
Adelson shall not be entitled to Exercise Remedies against the Company or any of
its Subsidiaries or file a petition in bankruptcy against the Company or any of
its Subsidiaries.
Adelson shall file in any bankruptcy or other proceeding of or against
Venetian, LVSI and/or Mall Construction Subsidiary in which the filing of proofs
of claims is required or permitted by law, all claims which Adelson may have
against the Company relating to the Adelson Trade Claims, in furtherance of the
subordination contemplated hereunder. If Adelson does not file any such claim,
the Intercreditor Agent as attorney-in-fact for Adelson, is hereby authorized to
do so in the name of Adelson or, in the Intercreditor's Agent discretion, to
assign the claim to a nominee and to cause proofs of claim to be filed in the
name of such nominee. The foregoing power of attorney is coupled with an
interest and cannot be revoked. In all such cases, whether in administration,
bankruptcy or otherwise, the person authorized to pay such a claim shall pay the
amounts to the Intercreditor Agent.
5. The Credit Parties shall have the right at any time and without the consent
of Adelson and without affecting the subordination set forth herein or the
validly and priority of the liens on and security interests in the Collateral
created by the Security Documents to (i) amend, modify or extend the Facilities
or the Obligations evidenced thereby, (ii) to release any portion of the
Collateral from the lien thereon and security interest therein and (iii) to
refinance the Obligations evidenced thereby, and the subordination provisions
hereunder, including without limitation, the provisions of Section 2 hereof with
respect to the validity, priority, perfection, and subordination of all liens on
and security interests in the Collateral held by any Secured Lender to secure
Obligations under its Facility shall continue to apply to such Facility as so
amended, modified, extended or refinanced.
6. Until all Obligations under the Facilities have been paid in full, Adelson
waives any claim, right or remedy which Adelson may now have or hereafter
acquire against the Company that arises hereunder and/or from the performance by
the Credit Parties hereunder including, without limitation, any claim, remedy or
right of subrogation, reimbursement, exoneration, contribution, indemnification,
or participation in any claim, right or remedy of the Credit Parties, the
Disbursement Agent or the Intercreditor Agent against the Company, or any
security which the Credit Parties, the Disbursement Agent or the Intercreditor
Agent now have or hereafter acquire, whether or not such claim, right or remedy
arises in equity, under contract, by statute, under common law or otherwise.
7. Until all Disbursement Agreement Defaults have been cured or waived, the
Company shall not make and Adelson shall not demand or accept any payments in
respect of the Adelson Trade Claims. In the event that all Disbursement
Agreement Defaults, if any, are cured or waived, the Company may pay to Adelson
the amount then due under each Adelson Trade Claim in the ordinary course of
business; provided, however, any such payment shall be subject to the terms and
conditions of the Disbursement Agreement and payment shall be permitted only in
the event and to the extent that payment to the Claimant would have been
permitted under the Disbursement Agreement. To the extent Company makes any
payment in contravention of the foregoing provisions, such payment shall be
received by Adelson in trust for the holders of Senior Debt and other
Obligations under the Facilities and Adelson shall cause the same to be paid
over immediately to the Intercreditor Agent.
8. Notices: Addresses.
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Any communications between the parties hereto or notices herein to be given
may be given to the following addressees:
If to the Bank Agent: The Bank of Nova Scotia
580 California Street, 21st Floor
San Francisco, California 94104
Attn: Alan Pendergast
Phone: (415) 986-1100
Fax: (415) 397-0791
with a copy to: The Bank of Nova Scotia
Loan Administration
600 Peachtree Street, N.E.
Atlanta, Georgia 30308
Attn: Marianne Velker
Phone: (404) 877-1525
Fax:(404) 888-8998
If to the Mortgage Notes U.S. Bank Trust National Association
Indenture Trustee: 180 East Fifth Street
St. Paul, Minnesota 55101
Attn: Corporate Trust Department
If to the Subordinated Notes First Union National Bank
Indenture Trustee: Corporation Trust Division
999 Peachtree Street, N.E. Suite 1100
Atlanta, Georgia 30309
Attn: Corporate Trust Department
If to the Disbursement Agent: The Bank of Nova Scotia
580 California Street, 21st Floor
San Francisco, California 94104
Attn: Alan Pendergast
Phone: (415) 986-1100
Fax: (415) 397-0791
with a copy to: The Bank of Nova Scotia
Loan Administration
600 Peachtree Street, N.E.
Atlanta, Georgia 30308
Attn: Marianne Velker
Phone: (404) 877-1525
Fax:(404) 888-8998
If to the Intercreditor Agent: The Bank of Nova Scotia
580 California Street, 21st Floor
San Francisco, California 94104
Attn: Alan Pendergast
Phone: (415) 986-1100
Fax: (415) 397-0791
with a copy to: The Bank of Nova Scotia
Loan Administration
600 Peachtree Street, N.E.
Atlanta, Georgia 30308
Attn: Marianne Velker
Phone: (404) 877-1525
Fax:(404) 888-8998
If to Venetian Casino Resort, LLC: Venetian Casino Resort, LLC
3355 Las Vegas Boulevard South
Room IC
Las Vegas, Nevada 89109
Attn: General Counsel
Telefax: (702) 733-5499
If to Las Vegas Sands, Inc. Las Vegas Sands, Inc.
3355 Las Vegas Boulevard South
Room IA
Las Vegas, Nevada 89109
Attn: General Counsel
Telefax: (702) 733-5499
If to Grand Canal Shops
Mall Construction, LLC: Grand Canal Shops Mall Construction, LLC
3355 Las Vegas Boulevard South
Room 1G
Las Vegas, Nevada 89109
Attn: General Counsel
Telefax: (702) 733-5499
If to Adelson: Sheldon G. Adelson
c/o Venetian Casino Resort, LLC
3355 Las Vegas Boulevard South
Room IC
Las Vegas, Nevada 89109
Telefax: (702) 733-5499
All notices or other communications required or permitted to be given hereunder
shall be in writing and shall be considered as properly given (a) if delivered
in person, (b) if sent by reputable overnight delivery service, (c) in the event
overnight delivery services are not readily available, if mailed by first class
mail, postage prepaid, registered or certified with return receipt requested or
(d) if sent by prepaid telex, or by telecopy with correct answer back received.
Notice so given shall be effective upon receipt by the addressee, except that
any communication or notice so transmitted by telecopy or other direct written
electronic means shall be deemed to have been validly and effectively given on
the day (if a Banking Day and, if not, on the next following Banking Day) on
which it is validly transmitted if transmitted before 4 p.m., recipient's time,
and if transmitted after that time, on the next following Banking Day; provided,
however, that if any notice is tendered to an addressee and the delivery thereof
is refused by such addressee, such notice shall be effective upon such tender.
Any party shall have the right to change its address for notice hereunder to any
other location by giving of no less than twenty (20) days' notice to the other
parties in the manner set forth hereinabove.
9. Further Assurances. Each party hereto (i) shall deliver to each Credit
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Party, the Disbursement Agent and to the Intercreditor Agent any instruments,
agreements, certificates and documents as any such Credit Party, the
Disbursement Agent or the Intercreditor Agent may reasonably request to perfect
and maintain such Person's Liens granted under the Financing Agreements, (ii)
shall fully cooperate with each Credit Party, the Disbursement Agent and the
Intercreditor Agent and (iii) shall perform all additional acts reasonably
requested by any such Credit Party, the Disbursement Agent or the Intercreditor
Agent to effect the purposes of the Financing Agreements and this Agreement.
10. Third Party Beneficiaries. The Mortgage Notes Indenture Trustee for the
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benefit of the holders of the Mortgage Notes, the Subordinated Notes Indenture
Trustee for the benefit of the holders of the Subordinated Notes and General
Electric Capital Corporation ("GECC"), as administrative agent, for the benefit
of the Lenders party to that certain Term Loan and Security Agreement dated as
of December 22, 1997 by and among VCR, LVSI and Mall Construction Subsidiary, as
borrowers, the Lenders party thereto form time to time, GECC as administrative
agent, and BancBoston Leasing Inc., as coagent, shall be third party
beneficiaries of the representations, warranties, covenants and assurances
herein contained made by the Company or Adelson.
11. No amendment of Other Agreements. Nothing contained in this Agreement
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shall be deemed an amendment of or modification to the Adelson Completion
Guaranty, the Substitute Tranche B Guaranty or the Intercreditor Agreement
(Adelson).
12. Entire Agreement. This Agreement and any agreement, document or instrument
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attached hereto or referred to herein integrate all the terms and conditions
mentioned herein or incidental hereto and supersede all oral negotiations and
prior writings in respect to the subject matter hereof all of which negotiations
and writings are deemed void and of no force and effect.
13. Governing Law. This Agreement shall be governed by the laws of State of New
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York of the United States of America and shall for all purposes be governed by
and construed in accordance with the laws of such state without regard to the
conflict of law rules thereof other than Section 5-1401 of the New York General
Obligations Law.
14. Severability. In case any one or more of the provisions contained in this
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Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby, and the parties hereto shall enter into
good faith negotiations to replace the invalid, illegal or unenforceable
provision.
15. Headings. Paragraph headings have been inserted in this Agreement as
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a matter of convenience for reference only and it is agreed that such paragraph
headings are not a part of this Agreement and shall not be used in the
interpretation of any provision of this Agreement.
16. Limitations on Liability. No claim shall be made by Adelson against any
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Credit Party, the Disbursement Agent or the Intercreditor Agent or any of their
respective Affiliates, directors, employees, attorneys or agents for any
special, indirect, consequential or punitive damages (whether or not the claim
therefor is based on contract, tort or duty imposed by law), in connection with,
arising out of or in any way related to the transactions contemplated by this
Agreement or any act or omission or event occurring in connection therewith; and
Adelson hereby waives, releases and agrees not to sue upon any such special,
indirect, consequential or punitive claim for any such damages, whether or not
accrued and whether or not known or suspected to exist in his favor.
17. Consent of Jurisdiction. Any legal action or proceeding arising out of this
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Agreement may be brought in or removed to the courts of the State of New York,
in and for the County of New York, or of the United States of America for the
Southern District of New York. By execution and delivery of this Agreement, each
party hereto accepts, for its and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts for legal proceedings
arising out of or in connection with this Agreement and irrevocably consents to
the appointment of the Prentice-Hall Corporation System Inc. as agent to receive
service of process in New York, New York. Each party hereto hereby waives any
right to stay or dismiss any action or proceeding under or in connection with
this Agreement brought before the foregoing courts on the basis of forum
non-conveniens.
18. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES ALL RIGHT TO
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TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.
19. Successors and Assigns. The provision of this Agreement shall be binding,
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upon and inure to the benefit of the parties hereto and their respective
successors and assigns provided, however, this Agreement shall terminate upon
the satisfaction of all the Obligations and the termination of each of the
commitments under the Facility Agreements.
20. Counterparts. This Agreement may be executed in one or more duplicate
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counterparts, and when executed and delivered by all of the parties listed below
shall constitute a single binding agreement.
21. Replacement Subordination Agreement. Adelson hereby agrees to enter into
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a replacement subordination agreement in favor of Interim Mall Lender on the
Mall Release Date to the extent the Interim Mall Lender is not repaid in full on
such date.
The remainder of this page has intentionally been left blank.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers or agents thereunto duly authorized or
have personally executed this Agreement, as the case may be, as of the day and
year first above written.
BANK AGENT
The Bank of Nova Scotia, a Canadian chartered bank
By:/s/ A. Pendergast
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Name: A. Pendergast
Title: Manging Director
VENETIAN CASINO RESORT, LLC, a Nevada
limited liability company
By: Las Vegas Sands, Inc.,
its managing member
By: /s/ Harry Miltenberger
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Name: Harry Miltenberger
Title: Vice President--Finance
LAS VEGAS SANDS, INC., a Nevada corporation
By: /s/ Harry Miltenberger
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Name: Harry Miltenberger
Title: Vice President--Finance
GRAND CANAL SHOPS MALL CONSTRUCTION, LLC, a Delaware
limited liability company
By: Venetian Casino Resort, LLC,
its member
By: Las Vegas Sands, Inc.,
its managing member
By: /s/ Harry Miltenberger
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Name: Harry Miltenberger
Title: Vice President--Finance
ADELSON
By: /s/ Sheldon G. Adelson
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Sheldon G. Adelson