LAS VEGAS SANDS, INC.
AND
VENETIAN CASINO RESORT, LLC
LIMITED WAIVER, CONSENT AND SECOND AMENDMENT
TO CREDIT AGREEMENT
This LIMITED WAIVER, CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT (this
"Amendment") is dated as of June 29, 2001 and entered into by and among LAS
VEGAS SANDS, INC. ("LVSI"), a Nevada corporation, and VENETIAN CASINO RESORT,
LLC ("Venetian"), a Nevada limited liability company, as joint and several
obligors (each of LVSI and Venetian, a "Borrower" and, collectively, the
"Borrowers"), the financial institutions listed on the signature pages hereof
("Lenders"), THE BANK OF NOVA SCOTIA ("Scotiabank"), as administrative agent for
Lenders (in such capacity, the "Administrative Agent"), Scotiabank and GOLDMAN
SACHS CREDIT PARTNERS L.P. ("GSCP"), as Joint-Lead Arrangers (each of GSCP and
Scotiabank in such capacity an "Arranger" and together, the "Arrangers") and
GSCP as syndication agent (in such capacity, "Syndication Agent"), and is made
with reference to that certain Amended and Restated Credit Agreement dated as of
June 14, 2000, by and among Borrowers, Lenders, Administrative Agent, Arrangers
and Syndication Agent, as amended by that certain First Amendment to Credit
Agreement dated as of March 15, 2001, by and among the Borrowers, Lenders,
Administrative Agent, Arrangers and Syndication Agent (as amended, the "Credit
Agreement"). Capitalized terms used herein without definition shall have the
same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, Borrowers have advised Lenders that (i) they may not be in
compliance with the Minimum Fixed Charge Ratio covenant, the Maximum Leverage
Ratio covenant and the Minimum Consolidated Adjusted EBITDA covenant, each as of
the Fiscal Quarter ending June 30, 2001 and (ii) they may not be in compliance
with the Consolidated Capital Expenditures covenant for the four Fiscal Quarter
period ending June 30, 2001;
WHEREAS, Borrowers have further advised Lenders that they intend to enter
into a waiver and amendment to the FF&E Facility Agreement;
WHEREAS, the parties to the Credit Agreement desire to provide additional
Term Loans in an aggregate principal amount of $5,750,000;
WHEREAS, Borrowers have requested that Lenders (i) agree to waive
compliance with the Minimum Fixed Charge Ratio covenant, the Maximum Leverage
Ratio covenant and the Minimum Consolidated Adjusted EBITDA covenant for the
Quarter ending June 30, 2001, (ii) consent to the amendment of the FF&E Facility
Agreement, (iii) amend the Maximum Consolidated Capital Expenditures covenant
and make certain other amendments as set forth below;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
Section 1. LIMITED WAIVER
1.1 Waiver of Compliance with Financial Covenants
-------------------------------------------------
A. Subject to the terms and conditions set forth herein and in
reliance on the representations and warranties of Borrowers herein
contained, Lenders hereby waive, for the Fiscal Quarter ending June 30,
2001, compliance with the provisions of subsections 7.6A, 7.6B and 7.6C of
the Credit Agreement.
B. Without limiting the generality of the provisions of subsection
10.6 of the Credit Agreement, the waivers set forth herein shall be limited
precisely as written and such waivers relate solely to the noncompliance by
Borrowers with the provisions of subsections 7.6A, 7.6B and 7.6C of the
Credit Agreement in the manner and to the extent described above, and
nothing in this Amendment shall be deemed to (a) constitute a waiver of
compliance by Borrowers with respect to (i) subsections 7.6A, 7.6B and 7.6C
of the Credit Agreement in any other instance or (ii) any other term,
provision or condition of the Credit Agreement or any other instrument or
agreement referred to therein (whether in connection with this waiver of
subsections 7.6A, 7.6B and 7.6C of the Credit Agreement or otherwise) or
(b) prejudice any right or remedy that Administrative Agent or any Lender
may now have (except to the extent such right or remedy was based upon
existing defaults that will not exist after giving effect to this
Amendment) or may have in the future under or in connection with the Credit
Agreement or any other instrument or agreement referred to therein. Except
as expressly set forth herein, the terms, provisions and conditions of the
Credit Agreement and the other Loan Documents shall remain in full force
and effect and in all other respects are hereby ratified and confirmed.
1
Section 2. CONSENT AND AUTHORIZATION
Subject to the terms and conditions set forth herein and in reliance
on the representations and warranties of Borrowers herein contained,
Lenders hereby consent to the waiver and amendment of the FF&E Facility
Agreement, which waiver and amendment shall be in form and substance
similar to this Amendment (except that such waiver and amendment shall not
provide for additional loans) and reasonably satisfactory to Administrative
Agent. The consent shall in no event constitute a consent to any other
amendment of the FF&E Facility Agreement. The consent set forth above shall
in no event prejudice any right or remedy that Lenders may now have (except
to the extent such right or remedy was based upon existing defaults that
will not exist after giving effect to this Amendment) or may have in the
future under or in connection with the Credit Agreement or any other
instrument or agreement referred to therein.
Section 3. AMENDMENTS TO THE CREDIT AGREEMENT
3.1 Amendments to Section 1: Provisions Relating to Defined Terms
-----------------------------------------------------------------
A. Subsection 1.1 of the Credit Agreement is hereby amended by adding
thereto the following definitions, which shall be inserted in proper
alphabetical order:
"Second Amendment" means that certain Limited Waiver, Consent and
Second Amendment to Credit Agreement, dated as of June 29, 2001, among
Borrowers, Lenders, Administrative Agent, Arrangers and Syndication Agent.
"Second Amendment Effective Date" means that date on which the
conditions set forth in Section 4 of the Second Amendment have been
satisfied.
"Tranche C Term Loan Commitment" means the commitment of a Lender to
make a Tranche C Term Loan to Borrowers pursuant to subsection 2.1AA, and
"Tranche C Term Loan Commitments" means such commitments of all Lenders in
the aggregate.
"Tranche C Term Loan Exposure" means, with respect to any Lender as of
any date of determination (i) prior to the funding of the Tranche C Term
Loans, that Lender's Tranche C Term Loan Commitment and (ii) after the
funding of the Tranche C Term Loans, the outstanding principal amount of
the Tranche C Term Loans made by that Lender.
"Tranche C Term Loan" or "Tranche C Term Loans" means one or more of
the Loans made by Lenders to Borrowers pursuant to subsection 2.1AA.
"Tranche C Term Notes" means (i) the promissory notes of Borrowers
issued pursuant to subsection 2.1E on the Second Amendment Effective Date
and (ii) any promissory notes issued by Borrowers pursuant to the last
sentence of subsection 10.1B(i) in connection with assignments of the
Tranche C Term Loan Commitments or Tranche C Term Loans of any Lenders, in
each case substantially in the form of Exhibit III-D annexed hereto.
B. Subsection 1.1 of the Credit Agreement is hereby further amended by
deleting each of the definitions of "Class", "Commitment", "Loan Exposure",
"Notice of Borrowing", "Pro Rata Share", "Requisite Class Lenders" and
"Term Loans" therefrom in their entirety and substituting therefor the
following:
"Class" means, as applied to Lenders, each of the following four
classes of Lenders: (i) Lenders having Tranche A Term Loan Exposure, (ii)
Lenders having Tranche B Term Loan Exposure, (iii) Lenders having Tranche C
Term Loan Exposure and (iv) Lenders having Revolving Loan Exposure.
"Commitment" means the commitment of a Lender to make Loans as set
forth in subsections 2.1A and 2.1AA, and "Commitments" means such
commitments of all Lenders in the aggregate.
"Loan Exposure" means, with respect to any Lender as of any date of
determination, the sum of (i) such Lender's Tranche A Term Loan Exposure,
(ii) such Lender's Tranche B Term Loan Exposure, (iii) such Lender's
Tranche C Term Loan Exposure and (iv) such Lender's Revolving Loan
Exposure.
"Notice of Borrowing" means a notice substantially in the form of
Exhibit I-A and/or Exhibit I-B and/or Exhibit I-C, annexed hereto delivered
by Borrowers to Administrative Agent pursuant to subsection 2.1B with
respect to a proposed borrowing.
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"Pro Rata Share" means (i) with respect to all payments, computations
and other matters relating to the Tranche A Term Loan Commitment or the
Tranche A Term Loan of any Lender, the percentage obtained by dividing (x)
the Tranche A Term Loan Exposure of that Lender by (y) the aggregate
Tranche A Term Loan Exposure of all Lenders, (ii) with respect to all
payments, computations and other matters relating to the Tranche B Term
Loan Commitment or the Tranche B Term Loan of any Lender, the percentage
obtained by dividing (x) the Tranche B Term Loan Exposure of that Lender by
(y) the aggregate Tranche B Term Loan Exposure of all Lenders, (iii) with
respect to all payments, computations and other matters relating to the
Tranche C Term Loan Commitment or the Tranche C Term Loan of any Lender,
the percentage obtained by dividing (x) the Tranche C Term Loan Exposure of
that Lender by (y) the aggregate Tranche C Term Loan Exposure of all
Lenders, (iv) with respect to all payments, computations and other matters
relating to the Revolving Loan Commitment or the Revolving Loans of any
Lender or any Letters of Credit issued or participations therein purchased
by any Lender, the percentage obtained by dividing (x) the Revolving Loan
Exposure of that Lender by (y) the aggregate Revolving Loan Exposure of all
Lenders, and (v) for all other purposes with respect to each Lender, the
percentage obtained by dividing (x) the sum of the Tranche A Term Loan
Exposure of that Lender plus the Tranche B Term Loan Exposure of that
Lender plus the Tranche C Term Loan Exposure of that Lender plus the
Revolving Loan Exposure of that Lender by (y) the sum of the aggregate
Tranche A Term Loan Exposure of all Lenders plus the aggregate Tranche B
Loan Exposure of all Lenders plus the aggregate Tranche C Term Loan
Exposure of all Lenders plus the aggregate Revolving Loan Exposure of all
Lenders, in any such case as the applicable percentage may be adjusted by
assignments permitted pursuant to subsection 10.1. The Pro Rata Share of
each Lender as of the Second Amendment Effective Date for purposes of each
of clauses (i), (ii), (iii), (iv) and (v) of the preceding sentence is set
forth opposite the name of that Lender in Schedule 2.1 annexed hereto.
"Requisite Class Lenders" means, at any time of determination (i) for
the Class of Lenders having Tranche A Term Loan Exposure, Lenders having or
holding more than 50% of the sum of the aggregate Tranche A Term Loan
Exposure of all Lenders, (ii) for the Class of Lenders having Tranche B
Term Loan Exposure, Lenders having or holding more than 50% of the sum of
aggregate Tranche B Term Loan Exposure of all Lenders, (iii) for the Class
of Lenders having Tranche C Term Loan Exposure, Lenders having or holding
more than 50% of the sum of aggregate Tranche C Term Loan Exposure of all
Lenders and (iv) for the Class of Lenders having Revolving Loan Exposure,
Lenders having or holding more than 50% of the aggregate Revolving Loan
Exposure of all Lenders.
"Term Loans" means the Tranche A Term Loans, the Tranche B Term Loans
and the Tranche C Term Loans; provided that for purposes of subsection
10.6, "Term Loans" shall have the meaning assigned to that term in the
Existing Credit Agreement.
3.2 Amendments to Section 2: Amounts and Terms of Commitments and
----------------------------------------------------------------------
Loans
-----
A. The Credit Agreement is hereby amended by adding a new subsection
2.1AA immediately following subsection 2.1A thereof as follows:
"AA Tranche C Term Loan Commitments. Subject to the terms and
conditions of this Agreement and in reliance upon the representations and
warranties of Borrowers herein set forth and, while in effect, the
representations and warranties set forth in the Disbursement Agreement,
each Lender having a Tranche C Term Loan Commitment severally agrees to
lend to Borrowers in one disbursement on the Second Amendment Effective
Date an amount not exceeding its Pro Rata Share of the aggregate amount of
the Tranche C Term Loan Commitments, to be used for the purposes identified
in subsection 2.5A(iii). The amount of each Lender's Tranche C Term Loan
Commitment is set forth opposite its name on Schedule 2.1 annexed hereto
and the aggregate amount of the Tranche C Term Loan Commitments as of the
Second Amendment Effective Date is $5,750,000; provided that the Tranche C
Term Loan Commitments of Lenders shall be adjusted to give effect to any
assignments of the Tranche C Term Loan Commitments pursuant to subsection
10.1B; provided further that the amount of the Tranche C Term Loan
Commitments shall be reduced from time to time by the amount of any
reductions thereto made pursuant to subsections 2.4B(ii) and 2.4B(iii).
Each Lender's Tranche C Term Loan Commitment shall expire immediately and
without further action when the Tranche C Term Loans are made on the Second
Amendment Effective Date. Amounts borrowed under this subsection 2.1AA and
subsequently repaid or prepaid may not be reborrowed."
B. Subsection 2.1B of the Credit Agreement is hereby amended by adding
the following proviso at the end of the first paragraph thereof:
"; provided further, that the Tranche C Term Loans shall be made at
one time and in full on the Second Amendment Effective Date"
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C. Subsection 2.1B of the Credit Agreement is hereby further amended
by deleting the second paragraph thereof in its entirety and substituting
the following therefor:
"Whenever Borrowers desire that Lenders make Revolving Loans, Tranche
B Term Loans or Tranche C Term Loans they shall deliver to Administrative
Agent a Notice of Borrowing no later than 10:00 A.M. (New York City time)
at least three Business Days in advance of the proposed Funding Date (in
the case of a Eurodollar Rate Loan) or at least one Business Day in advance
of the proposed Funding Date (in the case of a Base Rate Loan). The Notice
of Borrowing shall specify (i) the proposed Funding Date (which shall be a
Business Day), (ii) the amount of Revolving Loans, Tranche B Term Loans or
Tranche C Term Loans requested, (iii) whether such Revolving Loans, Tranche
B Term Loans or Tranche C Term Loans shall be Base Rate Loans or Eurodollar
Rate Loans, and (iv) in the case of any Loans requested to be made as
Eurodollar Rate Loans, the initial Interest Period requested therefor.
Borrowers shall notify Administrative Agent and Disbursement Agent prior to
the funding of any Revolving Loans in the event that any of the matters to
which Borrowers are required to certify in the applicable Notice of
Borrowing is no longer true and correct as of the applicable Funding Date,
and the acceptance by Borrowers of the proceeds of any Revolving Loans
shall constitute a re-certification by Borrowers, as of the applicable
Funding Date, as to the matters to which Borrowers are required to certify
in the applicable Notice of Borrowing."
D. Subsection 2.1E of the Credit Agreement is hereby amended by adding
the following sentence to the end of the first paragraph thereof:
"Borrowers shall execute and deliver on the Second Amendment Effective
Date to each Lender having a Tranche C Term Loan Commitment (or to
Administrative Agent for that Lender) a Tranche C Term Note substantially
in the form of Exhibit III-D annexed hereto to evidence that Lender's
Tranche C Term Loan, in the principal amount of that Lender's Tranche C
Term Loan Commitment and with other appropriate insertions."
E. Subsection 2.2A of the Credit Agreement is hereby amended by adding
a new subsection 2.2A(iv) at the end thereof as follows:
"(iv) Tranche C Term Loans. Subject to the provisions of
subsection 2.2E and 2.7, the Tranche C Term Loans shall bear interest
through maturity as follows:
(a) if a Base Rate Loan, then at the sum of the Base Rate
plus 2.50%; or ----
(b) if a Eurodollar Rate Loan, then at the sum of the
Adjusted Eurodollar Rate plus 3.50%." ----
F. Subsection 2.2B of the Credit Agreement is hereby amended by
deleting clause (v) therefrom in its entirety and substituting therefor the
following:
"(v) no Interest Period with respect to any portion of the Loans
shall extend beyond the sixth anniversary of the Closing Date or, with
respect to the Tranche B Term Loans, June 30, 2004, or, with respect
to the Tranche C Term Loans, June 30, 2004."
G. Subsection 2.4A of the Credit Agreement is hereby amended by adding
a new subsection 2.4A(iii) at the end thereof as follows:
"(iii) Tranche C Term Loans. On or before June 30, 2004,
Borrowers shall pay all principal, interest and other amounts owing by
Borrowers under this Agreement with respect to the Tranche C Term
Loans."
H. Subsection 2.4B(iv) of the Credit Agreement is amended by deleting
paragraph (e) therefrom in its entirety and substituting therefor the
following:
"(e) Any Lender holding Tranche B Term Loans or Tranche C Term
Loans may elect, by notice to Administrative Agent in writing (or by
telephone or telecopy promptly confirmed writing) at least two
Business Days prior to any prepayment of Tranche B Term Loans or
Tranche C Term Loans required to be made by Borrowers for the account
of such Lender pursuant to subsection 2.4B(iii), to have all or a
portion of such prepayment to be allocated instead to the Tranche A
Term Loans to the extent of the outstanding unpaid principal amount
thereof."
I. Subsection 2.5A of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting therefor the following:
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"(i) The proceeds of the Tranche A Term Loans shall be applied by
Borrowers to pay Project Costs in accordance with the Disbursement
Agreement (including costs and expenses incurred by Borrowers in
connection with the transactions contemplated hereby), all in
accordance with the Disbursement Agreement, (ii) the proceeds of the
Tranche B Term Loans shall be used to prepay the principal amount of
the Tranche A Term Loans in forward order of maturity to the extent of
$30,000,000, and to prepay the Revolving Loans to the extent of the
remaining proceeds (net of fees and expenses), it being understood
that such prepayments shall not reduce the Revolving Loan Commitments
and (iii) the proceeds of the Tranche C Term Loans shall be used to
make the scheduled payment of principal on the Tranche A Term Loans
and Tranche B Term Loans due on June 30, 2001 as provided in
subsection 2.4A(i) and 2.4A(ii) respectively."
3.3 Amendments to Section 6: Borrowers' Affirmative Covenants
-------------------------------------------------------------
A. Subsection 6.8 of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting therefor the following:
"At all times with respect to the Tranche A Term Loans, at all times
after the date which is 60 days after the Restatement Closing Date with
respect to the Tranche B Term Loans and at all times after the date which
is 60 days after the Second Amendment Effective Date with respect to the
Tranche C Term Loans, Borrowers shall maintain in effect one or more
Interest Rate Agreements with respect to the Term Loans, each such Interest
Rate Agreement to be for a term and in form and substance reasonably
satisfactory to Administrative Agent, which Interest Rate Agreements shall
effectively limit the Unadjusted Eurodollar Rate Component (as hereinafter
defined) of the interest costs to Borrowers with respect to an aggregate
notional principal amount of not less than 50.0% of the aggregate principal
amount of the Term Loans outstanding from time to time (based on the
assumption that such notional principal amount was a Eurodollar Rate Loan
with an Interest Period of three months) to a rate equal to not more than
9.0% per annum. For purposes of this subsection 6.8, the term "Unadjusted
Eurodollar Rate Component" means that component of the interest costs to
Borrowers in respect of a Eurodollar Rate Loan that is based upon the rate
obtained pursuant to clause (i) of the definition of Adjusted Eurodollar
Rate."
3.4 Amendments to Section 7: Borrowers' Negative Covenants
----------------------------------------------------------
A. Subsection 7.14 of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting therefor the following:
"Borrowers shall not, and shall not permit their Subsidiaries to, make
or incur Consolidated Capital Expenditures, in any combined four Fiscal
Quarter period indicated below, in an aggregate amount in excess of the
corresponding amount (the "Maximum Consolidated Capital Expenditures
Amount") set forth below opposite such combined four Fiscal Quarter period;
provided that the Maximum Consolidated Capital Expenditures Amount for any
combined four Fiscal Quarters shall be increased by an amount equal to the
excess, if any, of the Maximum Consolidated Capital Expenditures Amount for
the previous combined four Fiscal Quarter period over the actual amount of
Consolidated Capital Expenditures for such previous combined four Fiscal
Quarter period:
5
Maximum
Four Fiscal Consolidated Capital
Quarter Period Expenditures Amount
==================================== ====================
Fiscal Quarter ending December 31, $15,000,000
1999, Fiscal Quarter ending March
31, 2000, Fiscal Quarter ending June
30, 2000 and Fiscal Quarter ending
September 30, 2000
Fiscal Quarter ending December 31, $60,000,000
2000, Fiscal Quarter ending March
31, 2001, Fiscal Quarter ending June
30, 2001 and Fiscal Quarter ending
September 30, 2001
Fiscal Quarter ending December 31, $25,000,000
2001, Fiscal Quarter ending March
31, 2002, Fiscal Quarter ending June
30, 2002 and Fiscal Quarter ending
September 30, 2002
Fiscal Quarter ending December 31, $25,000,000
2002, Fiscal Quarter ending March
31, 2003, Fiscal Quarter ending June
30, 2003 and Fiscal Quarter ending
September 30, 2003
Fiscal Quarter ending December 31, $30,000,000
2003, Fiscal Quarter ending March
31, 2004, Fiscal Quarter ending June
30, 2004 and Fiscal Quarter ending
September 30, 2004
3.5 Amendments to Section 10: Miscellaneous
-------------------------------------------
A. Subsection 10.1B(i) of the Credit Agreement is hereby amended by
deleting the phrase "substantially in the form of Exhibits III-A, III-B, or
III-C annexed hereto" contained in the last sentence thereof and
substituting the phrase "substantially in the form of Exhibits III-A,
III-B, III-C, or III-D annexed hereto" therefor.
3.6 Substitution of Schedules
-----------------------------
A. Schedule 2.1 to the Credit Agreement is hereby amended by adding
thereto the information contained in Annex A to this Amendment.
3.7 Substitution and Addition of Exhibits
-----------------------------------------
A. The Credit Agreement is hereby amended by adding thereto a new
Exhibit I-C in the form of Annex B to this Amendment.
B. Exhibit II to the Credit Agreement is hereby amended by deleting
said Exhibit II in its entirety and substituting in place thereof a new
Exhibit II in the form of Annex C to this Amendment.
C. The Credit Agreement is hereby amended by adding thereto a new
Exhibit III-D in the form of Annex D to this Amendment.
Section 4. CONDITIONS TO EFFECTIVENESS
Sections 1, 2 and 3 of this Amendment shall become effective only upon
the satisfaction of all of the following conditions precedent (or waiver of
any or all of the conditions precedent by the Administrative Agent in its
sole discretion) (the date of satisfaction or waiver of such conditions
being referred to herein as the "Second Amendment Effective Date"):
A. On or before the Second Amendment Effective Date, Borrowers shall
deliver to Lenders (or to Administrative Agent for Lenders with sufficient
originally executed copies, where appropriate, for each Lender and its
counsel) the following, each, unless otherwise noted, dated the Second
Amendment Effective Date:
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1. Copies of the Organizational Documents of such Person,
certified by the Secretary of State of its jurisdiction of
organization if such certification is generally available dated a
recent date prior to the Second Amendment Effective Date and in each
other case, by such Person's secretary or assistant secretary;
2. To the extent generally available, a good standing certificate
from the Secretary of State of its jurisdiction of organization and a
certificate or other evidence of good standing as to payment of any
applicable franchise or similar taxes from the appropriate taxing
authority of such jurisdiction, each dated a recent date prior to the
Second Amendment Effective Date;
3. Resolutions of the Board of Directors of such Person approving
and authorizing the execution, delivery and performance of this
Amendment, certified as of the Second Amendment Effective Date by the
corporate secretary or an assistant secretary of such Person as being
in full force and effect without modification or amendment;
4. Signature and incumbency certificates of the officers of such
Person executing this Amendment and the Tranche C Term Notes; and
5. Executed copies of this Amendment, the Tranche C Term Notes
substantially in the form of Exhibit III-D to this Amendment and all
other instruments duly endorsed, where appropriate, in a manner
satisfactory to Administrative Agent, evidencing Borrowers' obligation
to repay the Tranche C Term Loans.
B. Since December 31, 2000, no Material Adverse Effect shall have
occurred.
C. Administrative Agent shall have received from Borrowers (a) a fully
executed and notarized fifth amendment to the Deed of Trust, in form and
substance reasonably satisfactory to Administrative Agent, duly recorded in
the appropriate filing or recording office in the jurisdiction in which the
Mortgaged Property is located, or evidence that such fourth amendment to
the Deed of Trust has been irrevocably delivered to the Title Company for
such recordation, and (b) such title insurance endorsements to the Mortgage
Policy (as such term is defined in the Initial Credit Agreement) insuring
the interest of the Lenders in the real property securing the Facilities
has been obtained, as of the Restatement Closing Date, subject only to
Permitted Liens, in form and substance satisfactory to the Arrangers and
the Administrative Agent.
D. Lenders and their respective counsel shall have received (i)
originally executed copies of one or more favorable written opinions of
Paul, Weiss, Rifkind, Wharton & Garrison, counsel for Borrowers and their
Subsidiaries, and (ii) originally executed copies of one or more favorable
written opinions of Lionel Sawyer & Collins, Nevada counsel for Borrowers
and their Subsidiaries, each in form and substance reasonably satisfactory
to Administrative Agent and its counsel, dated as of the Second Amendment
Effective Date, with respect to the enforceability of the Amended Agreement
(as hereinafter defined) and as to such other matters as Administrative
Agent acting on behalf of Lenders may reasonably request. Borrowers hereby
acknowledge and confirm that they have requested such counsel to deliver
such opinions to Lenders.
E. Administrative Agent shall have received from Borrowers a duly
executed waiver and amendment to the FF&E Facility Agreement which shall
include the consent of General Electric Capital Corporation to this
Amendment and shall otherwise be in form and substance reasonably
satisfactory to Administrative Agent.
F. No Event of Default or Potential Event of Default under (and as
defined in) the Credit Agreement shall have occurred and be continuing or
would result from the effectiveness of this Amendment
G. On or before the Second Amendment Effective Date, all corporate and
other proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously
found acceptable by Administrative Agent, acting on behalf of Lenders, and
its counsel shall be reasonably satisfactory in form and substance to
Administrative Agent and such counsel, and Administrative Agent and such
counsel shall have received all such counterpart originals or certified
copies of such documents as Administrative Agent may reasonably request.
Section 5. BORROWERS' REPRESENTATIONS AND WARRANTIES
----------------------------------------------------
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Borrowers represent and
warrant to each Lender that the following statements are true, correct and
complete:
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A. Corporate Power and Authority. Borrowers have all requisite
corporate power and authority to enter into this Amendment and to issue the
Tranche C Term Notes and to carry out the transactions contemplated by, and
perform its obligations under, the Credit Agreement as amended by this
Amendment (the "Amended Agreement") and the other Loan Documents.
B. Authorization of Agreements. The execution and delivery of this
Amendment and the Tranche C Term Notes, and the performance of the Amended
Agreement and the issuance, delivery and payment of the Tranche C Term
Notes and the payment of the Tranche C Term Notes have been duly authorized
by all necessary corporate action on the part of Borrowers.
C. No Conflict. The execution and delivery by Borrowers of this
Amendment and the Tranche C Term Notes and the performance by Borrowers of
the Amended Agreement and the issuance, delivery and payment of the Tranche
C Term Notes by Borrowers do not and will not (i) violate any provision of
any law or any governmental rule or regulation applicable to Borrowers or
any of their Subsidiaries, the Certificate or Articles of Incorporation or
Bylaws of Borrowers or any of their Subsidiaries or any order, judgment or
decree of any court or other agency of government binding on Borrowers or
any of their Subsidiaries, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of Borrowers or any of their Subsidiaries, (iii)
result in or require the creation or imposition of any Lien upon any of the
properties or assets of Borrowers or any of their Subsidiaries, or (iv)
require any approval of stockholders or any approval or consent of any
Person under any Contractual Obligation of Borrowers or any of their
Subsidiaries except for such violations, conflicts, approvals and consents
the failure of which to obtain could not reasonably be expected to have a
Material Adverse Effect.
D. Governmental Consents. The execution and delivery by Borrowers of
this Amendment and the Tranche C Term Notes and the performance by
Borrowers of the Amended Agreement and the issuance, delivery and payment
of the Tranche C Term Notes by Borrowers and the payment of the Tranche C
Term Notes do not and will not require any registration with, consent or
approval of, or notice to, or other action to, with or by, any federal,
state or other governmental authority or regulatory body.
E. Binding Obligation. This Amendment and the Amended Agreement have
been duly executed and delivered by Borrowers and are, and the Tranche C
Term Notes, when executed and delivered, will be the legally valid and
binding obligations of Borrowers, enforceable against Borrowers in
accordance with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating
to or limiting creditors' rights generally or by equitable principles
relating to enforceability.
F. Incorporation of Representations and Warranties From Credit
Agreement. The representations and warranties contained in Section 5 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Second Amendment Effective Date to the same
extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in
which case they were true, correct and complete in all material respects on
and as of such earlier date.
Section 6. ACKNOWLEDGEMENT AND CONSENT
--------------------------------------
Each of the undersigned Loan Parties and Sheldon G. Adelson hereby
acknowledges that they have reviewed the terms and provisions of the Credit
Agreement and this Amendment and consents to the amendment of the Credit
Agreement effected pursuant to this Amendment. Each Loan Party hereby
confirms that each Loan Document to which it is a party or otherwise bound
and all Collateral encumbered thereby will continue to guaranty or secure,
as the case may be, to the fullest extent possible the payment and
performance of all Obligations and that such Loan Documents are in full
force and effect and are hereby confirmed and ratified in all respects.
Sheldon G. Adelson hereby confirms that the Adelson Completion Guaranty,
the Adelson Intercreditor Agreement and the Adelson Subordination Agreement
(each an "Adelson Agreement" and collectively, the "Adelson Agreements")
are in full force and effective, that the Obligations continue to
constitute "Obligations" under and as defined in each Adelson Agreement,
that the Obligations continue to benefit from the subordination and
intercreditor arrangements created under the Adelson Intercreditor
Agreement and the Adelson Subordination Agreement and ratifies and confirms
each Adelson Agreement.
Section 7. MISCELLANEOUS
------------------------
A. Reference to and Effect on the Credit Agreement and the Other Loan
Documents.
8
(i) On and after the Second Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to the
"Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement shall mean and be a reference to the
Amended Agreement.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver of
any provision of, or operate as a waiver of any right, power or remedy
of Administrative Agent or any Lender under, the Credit Agreement or
any of the other Loan Documents.
B. Fees and Expenses. Borrowers acknowledge that all costs, fees and
expenses as described in subsection 10.2 of the Credit Agreement incurred
by Administrative Agent and its counsel with respect to this Amendment and
the documents and transactions contemplated hereby shall be for the account
of Borrowers.
C. Headings. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute
a part of this Amendment for any other purpose or be given any substantive
effect.
D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. Counterparts; Effectiveness. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed
an original, but all such counterparts together shall constitute but one
and the same instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all
signature pages are physically attached to the same document. This
Amendment (other than the provisions of Sections 1, 2 and 3 hereof, the
effectiveness of which is governed by Section 4 hereof) shall become
effective upon the execution of a counterpart hereof by Borrowers, and
Requisite Lenders and each of the Loan Parties and receipt by Company and
Administrative Agent of written or telephonic notification of such
execution and authorization of delivery thereof.
[Remainder of page intentionally left blank]
9
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
BORROWERS:
LAS VEGAS SANDS, INC.
By: /s/David Friedman
--------------------------
Name: David Friedman
Title: Assistant to Chairman of the Board
and Secretary
VENETIAN CASINO RESORT, LLC
By: Las Vegas Sands, Inc. its managing member
By: /s/David Friedman
--------------------------
Name: David Friedman
Title: Assistant to Chairman of the Board
and Secretary
LOAN PARTIES:
(for purposes of Section 6 only)
MALL INTERMEDIATE HOLDING COMPANY, LLC
By: Venetian Casino Resort, LLC, its sole
member
By: Las Vegas Sands, Inc., its managing member
By: /s/David Friedman
--------------------------
Name: David Friedman
Title: Assistant to Chairman of the Board
and Secretary
S-1
LIDO INTERMEDIATE HOLDING COMPANY, LLC
By: Venetian Casino Resort, LLC, its sole
member
By: Las Vegas Sands, Inc., its managing member
By: /s/David Friedman
--------------------------
Name: David Friedman
Title: Assistant to Chairman of the Board
and Secretary
GRAND CANAL SHOPS MALL CONSTRUCTION, LLC
By: Venetian Casino Resort, LLC, its sole
member
By: Las Vegas Sands, Inc., its managing member
By: /s/David Friedman
--------------------------
Name: David Friedman
Title: Assistant to Chairman of the Board
and Secretary
SHELDON G. ADELSON
By: /s/Sheldon G. Adleson
--------------------------
Name: Sheldon G. Adleson
Title:
S-2
LENDERS:
THE BANK OF NOVA SCOTIA,
individually and as a Lender,
Lead Arranger and
Administrative Agent
By: /s/Alan Pendergast
--------------------------
Name: Alan Pendergast
Title: Managing Director
GROUP LENDERS:
Transamerica Life Insurance and Annity Company
By: /s/ John Bailey
--------------------------
Name: John Bailey
Title: Vice President
S-3
ALLSTATE LIFE INSURANCE COMPANY
By: /s/Jerry D Zinkula
--------------------------
Name: Jerry D Zinkula
Title: Authorized Signatory
By: /s/ Patricia W. Wilson
--------------------------
Name: Patricia W. Wilson
Title: Authorized Signatory
AIMCO CDO Series 2000-A
By: /s/Jerry D Zinkula
--------------------------
Name: Jerry D Zinkula
Title: Authorized Signatory
By: /s/ Patricia W. Wilson
--------------------------
Name: Patricia W. Wilson
Title: Authorized Signatory
S-4
AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ David P. Meyer
--------------------------
Name: David P. Meyer
Title: Vice President
S-5
BEAR STEARNS
By: /s/ Keith C. Barnish
--------------------------
Name: Keith C. Barnish
Title: Authorized Signatory
S-8
BLACK DIAMOND CLO 2000-1 LTD.
By: /s/ David Egglishaw
--------------------------
Name: David Egglishaw
Title: Director
S-9
Canadian Imperial Bank of Commerce
By: /s/Koren Volk
--------------------------
Name: Koren Volk
Title: Authorized Signatory
S-10
CREDIT SUISSE ASSET MANAGEMENT
CSAM FUNDING I
By: /s/Andrew H. Marshak
--------------------------
Name: Andrew H. Marshak
Title: Managing Director
S-11
FIRST UNION NATIONAL BANK
By: /s/Charles B. Edmondson
--------------------------
Name: Charles B. Edmondson
Title: Vice President
S-12
LONG LANE MASTER TRUST IV
By: FLEET NATIONAL BANK as Trust Administrator
By: /s/Renee Nadler
--------------------------
Name: Renee Nadler
Title:
S-13
FOOTHILL INCOME TRUST, L.P.
By: /s/R. Michael Bohannon
--------------------------
Name: R. Michael Bohannon
Title: Managing Member
S-14
FOOTHILL INCOME TRUST II, L.P.
By: /s/R. Michael Bohannon
--------------------------
Name: R. Michael Bohannon
Title: Managing Member
S-15
NATIONAL WESTMINSTER BANK PLC
By: NatWest Capital Markets Limited, its Agent
By: Greenwich Capital Markets, Inc., its Agent
By: /s/Harry Paschalidis
--------------------------
Name: Harry Paschalidis
Title: Assistant Vice President
S-16
GOLDMAN SACHS CREDIT PARTNERS L.P.
By: /s/Elizabeth Fischer
--------------------------
Name Elizabeth Fischer
Title Authorized Signatory
S-17
HIGHLAND LEGACY LIMITED
BY: HIGHLAND CAPITAL MANAGEMENT L.P.,
as Collateral Manager
By: /s/Todd Travers
--------------------------
Name: Todd Travers
Title: Senior Vice President
S-18
PAM CAPITAL FUNDING LP
BY: HIGHLAND CAPITAL FUNDING MANAGEMENT L.P.,
as Collateral Manager
By: /s/Todd Travers
--------------------------
Name: Todd Travers
Title: Senior Vice President
S-19
SRV-HIGHLAND INC.
By: /s/Ann E. Morris
--------------------------
Name: Ann E. Morris
Title: Asst. Vice President
S-20
OPPENHEIMER SENIOR FLOATING RATE FUND
By: /s/David Foxhoven
--------------------------
Name: David Foxhoven
Title: A.V.P.
S-22
Gleneagles Trading LLC
By: /s/ Ann E. Morris
--------------------------
Name: Ann E. Morris
Title: Asst. Vice President
PINEHURST TRADING, INC.
By: /s/Ann E. Morris
--------------------------
Name: Ann E. Morris
Title: Asst. Vice President
S-23
TORONTO DOMINION (TEXAS), INC.
By: /s/Ann S. Slanis
--------------------------
Name: Ann S. Slanis
Title: Vice President
S-23
ANNEX A
Supplement to Schedule 2.1
A-1
ANNEX B
EXHIBIT I-C
[FORM OF NOTICE OF BORROWING]
NOTICE OF BORROWING (FOR TRANCHE C TERM LOANS)
Pursuant to that certain Amended and Restated Credit Agreement dated as of
___________ __, 2000, as amended, supplemented or otherwise modified to the date
hereof (said Amended and Restated Credit Agreement as amended, supplemented or
otherwise modified, being the "Credit Agreement", the terms defined therein and
not otherwise defined herein being used herein as therein defined), by and among
LAS VEGAS SANDS, INC., a Nevada corporation, VENETIAN CASINO RESORT, LLC, a
Nevada limited liability company, as joint and several obligors (collectively,
the "Borrowers"), the financial institutions listed therein as Lenders
("Lenders"), The Bank of Nova Scotia, as Administrative Agent ("Administrative
Agent"), and The Bank of Nova Scotia and Goldman Sachs Credit Partners L.P., as
Joint-Lead Arrangers and Goldman Sachs Credit Partners L.P. as Syndication
Agent, this represents Borrowers' request to borrow Revolving Loans as follows:
1. Date of borrowing: ___________________, 2001
-----------------
2. Amount of borrowing: $5,750,000
-------------------
3. Lenders: Lenders, in accordance with their applicable Pro Rata
------- Shares
4. Interest rate option: ~ a. Base Rate Loan(s)
--------------------
~ b. Eurodollar Rate Loans with
an initial Interest Period
of ____________ month(s)
The proceeds of such Tranche C Term Loans are to be transferred to the
Administrative Agent and applied to make the scheduled principal payment due on
the Tranche A Term Loans and the Tranche B Term Loans pursuant to subsections
2.4A(i) and (ii) of the Credit Agreement.
The undersigned officers, to the best of their knowledge, and Borrowers
certify that:
(i) The representations and warranties contained in the Credit
Agreement and the other Loan Documents are true and correct in all material
respects on and as of the date hereof to the same extent as though made on
and as of the date hereof, except to the extent such representations and
warranties specifically relate to an earlier date, in which case such
representations and warranties were true and correct in all material
respects on and as of such earlier date;
(ii) No event has occurred and is continuing or would result from the
consummation of the borrowing contemplated hereby that would constitute an
Event of Default or a Potential Event of Default; and
(iii) Borrowers has performed in all material respects all agreements
and satisfied all conditions which the Credit Agreement provides shall be
performed or satisfied by it on or before the date hereof.
DATED:
----------------------------
LAS VEGAS SANDS, INC.
By:
--------------------------------
Name:
Title:
VENETIAN CASINO RESORT, LLC
By: Las Vegas Sands, Inc.,
its Managing Member
By:
--------------------------------
Name:
Title:
B-1
ANNEX C
EXHIBIT II
[FORM OF NOTICE OF CONVERSION/CONTINUATION]
NOTICE OF CONVERSION/CONTINUATION
Pursuant to that certain Amended and Restated Credit Agreement dated
as of ___________ __, 2000, as amended, supplemented or otherwise modified
to the date hereof (said Amended and Restated Credit Agreement as amended,
supplemented or otherwise modified, being the "Credit Agreement", the terms
defined therein and not otherwise defined herein being used herein as
therein defined), by and among LAS VEGAS SANDS, INC., a Nevada corporation,
VENETIAN CASINO RESORT, LLC, a Nevada limited liability company, as joint
and several obligors (collectively, the "Borrowers"), the financial
institutions listed therein as Lenders ("Lenders"), The Bank of Nova
Scotia, as Administrative Agent ("Administrative Agent"), and The Bank of
Nova Scotia and Goldman Sachs Credit Partners L.P., as Joint-Lead Arrangers
and Goldman Sachs Credit Partners L.P. as Syndication Agent, this
represents Borrowers' request to borrow Revolving Loans as follows:
1. Date of conversion/continuation: __________________, _______
-------------------------------
2. Amount of Loans being converted/continued: $_________________
-----------------------------------------
3. Type of Loans being converted/continued:
---------------------------------------
~ a. Tranche A Term Loans
~ b. Tranche B Term Loans
~ c. Tranche C Term Loans
~ d. Revolving Loans
4. Nature of conversion/continuation:
---------------------------------
~ a. Conversion of Base Rate Loans to Eurodollar
Rate Loans
~ b. Conversion of Eurodollar Rate Loans to Base
Rate Loans
~ c. Continuation of Eurodollar Rate Loans as such
5. If Loans are being continued as or converted to Eurodollar Rate Loans,
the duration of the new Interest Period that commences on the
conversion/continuation date: _______________ month(s)
C-1
In the case of a conversion to or continuation of Eurodollar Rate Loans,
the undersigned officer, to the best of his or her knowledge, and Borrowers
certify that no Event of Default or Potential Event of Default has occurred and
is continuing under the Credit Agreement.
DATED: LAS VEGAS SANDS, INC.
----------------------
By:
-----------------------------
Name:
Title:
VENETIAN CASINO RESORT, LLC
By: Las Vegas Sands, Inc.,
its Managing Member
By:
-----------------------------
Name:
Title:
C-2
ANNEX D
EXHIBIT III-D
[FORM OF TRANCHE C TERM NOTE]
LAS VEGAS SANDS, INC.
and
VENETIAN CASINO RESORT, LLC
PROMISSORY NOTE DUE ____________, 2004
$1 New York, New York
_____________ __, 2001
FOR VALUE RECEIVED, LAS VEGAS SANDS, INC. a Nevada corporation and VENETIAN
CASINO RESORT, LLC, a Nevada limited liability company, as joint and several
obligors (collectively, the "Borrowers"), promise to pay to 2 ("Payee") the
principal amount of 3 ($[1]) as described below.
Borrowers also promise to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Amended and Restated Credit Agreement dated as of June 14, 2000 among Borrowers
as joint and several obligors, the financial institutions listed therein as
Lenders, The Bank of Nova Scotia, as Administrative Agent, and The Bank of Nova
Scotia and Goldman Sachs Credit Partners L.P., as Joint-Lead Arrangers and
Goldman Sachs Credit Partners L.P., as Syndication Agent (said Amended and
Restated Credit Agreement, as amended, supplemented or otherwise modified from
time to time, being the "Credit Agreement", the terms defined therein and not
otherwise defined herein being used herein as therein defined).
Borrowers shall make a principal payment on this Note on June 30, 2004 to
the extent all principal outstanding hereunder has not theretofore been paid in
full. Such payment shall be due on the date specified in the Credit Agreement
and in an amount determined in accordance with the provisions thereof; provided
that such payment shall be in an amount sufficient to repay the entire unpaid
principal balance of this Note, together with all accrued and unpaid interest
thereon.
This Note is one of Borrowers' "Tranche C Term Notes" in the aggregate
principal amount of $5,750,000 and is issued pursuant to and entitled to the
benefits of the Credit Agreement, to which reference is hereby made for a more
complete statement of the terms and conditions under which the Tranche C Term
Loan evidenced hereby was made and is to be repaid.
All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
Funding and Payment Office or at such other place as shall be designated in
writing for such purpose in accordance with the terms of the Credit Agreement.
Unless and until an Assignment Agreement effecting the assignment or transfer of
this Note shall have been accepted by Administrative Agent and recorded in the
Register as provided in subsection 10.1B(ii) of the Credit Agreement, Borrowers
and Administrative Agent shall be entitled to deem and treat Payee as the owner
and holder of this Note and the Loan evidenced hereby. Payee hereby agrees, by
its acceptance hereof, that before disposing of this Note or any part hereof it
will make a notation hereon of all principal payments previously made hereunder
and of the date to which interest hereon has been paid; provided, however, that
the failure to make a notation of any payment made on this Note shall not limit
or otherwise affect the obligations of Borrowers hereunder with respect to
payments of principal of or interest on this Note.
Whenever any payment on this Note shall be stated to be due on a day which
is not a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
the payment of interest on this Note.
This Note is subject to mandatory prepayment as provided in subsection
2.4B(iii) of the Credit Agreement and to prepayment at the option of Borrowers
as provided in subsection 2.4B(i) of the Credit Agreement.
THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWERS AND PAYEE HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.
The terms of this Note are subject to amendment only in the manner provided
in the Credit Agreement.
D-1
This Note is subject to restrictions on transfer or assignment as provided
in subsections 10.1 and 10.17 of the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this Note
or the Credit Agreement shall alter or impair the obligations of Borrowers,
which are absolute and unconditional, to pay the principal of and interest on
this Note at the place, at the respective times, and in the currency herein
prescribed.
Borrowers promise to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in subsection 10.2 of the Credit Agreement,
incurred in the collection and enforcement of this Note. Borrowers and any
endorsers of this Note hereby consent to renewals and extensions of time at or
after the maturity hereof, without notice, and hereby waive diligence,
presentment, protest, demand and notice of every kind and, to the full extent
permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder.
IN WITNESS WHEREOF, Borrowers have caused this Note to be duly executed and
delivered by its officers thereunto duly authorized as of the date and at the
place first written above.
LAS VEGAS SANDS, INC.
By:
---------------------------
Name:
Title:
VENETIAN CASINO RESORT, LLC
By: Las Vegas Sands, Inc.,
its Managing Member
By:
---------------------------
Name:
Title:
- ----------
1. Insert amount of Lender's Tranche C Term Loan in numbers.
2. Insert Lender's name in capital letters.
3. Insert amount of Lender's Tranche C Term Loan in words.
D-2