LAS VEGAS SANDS, INC.
AND
VENETIAN CASINO RESORT, LLC
LIMITED WAIVER UNDER
TERM LOAN AND SECURITY AGREEMENT
This LIMITED WAIVER UNDER TERM LOAN AND SECURITY AGREEMENT
(this "Waiver") is dated as of on March 31, 2002 and entered into by and among
LAS VEGAS SANDS, INC. ("LVSI"), a Nevada corporation, and on VENETIAN CASINO
RESORT, LLC ("VCR"), a Nevada limited liability company, as joint and several
obligors (each of LVSI and VCR, a "Borrower" and, collectively, the
"Borrowers"), GENERAL ELECTRIC CAPITAL CORPORATION, as on administrative agent
(in such capacity, the "Administrative Agent") for the financial institutions
party to on the Equipment Loan Agreement hereinafter referred to (the
"Lenders"), and the Lenders listed on the signature pages hereto and executing a
counterpart hereof and is made with reference to that certain Term Loan and on
Security Agreement, dated as of December 22, 1997, by and among the Borrowers,
the Lenders, the on Administrative Agent and BancBoston Leasing Inc., as
Co-Agent, as amended by a Limited Waiver and First on Amendment to Term Loan and
Security Agreement, dated as of November 12, 1999, a Limited Waiver and Second
on Amendment to Term Loan and Security Agreement, dated June 13, 2000, a Limited
Waiver, Consent and Third on Amendment to Term Loan and Security Agreement,
dated as of June 29, 2001 and a Fourth Amendment to Term Loan and Security
Agreement (the "Fourth Amendment"), dated as of September 28, 2001 (as so
amended, the on "Equipment Loan Agreement"). Capitalized terms used herein which
are defined in the Equipment Loan Agreement and not otherwise defined herein are
used herein with the meanings ascribed to them in the Equipment Loan on
Agreement.
WHEREAS, the Borrowers have advised the Lenders that they
may not be in compliance with the minimum consolidated adjusted EBITDA covenant
(section 6.9(c)) contained in the Equipment Loan Agreement for the Fiscal
Quarter ending March 31, 2002 and the Borrowers have requested that the Lenders
agree to waive on compliance with such covenant for such Fiscal Quarter only;
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and on covenants herein contained, the parties hereto
agree as follows:
Section 1. LIMITED WAIVER
A. Subject to the terms and conditions set forth herein and
in reliance on the on representations and warranties of the Borrowers herein
contained, the Lenders hereby waive, for the Fiscal on Quarter period ending
March 31, 2002, compliance with the provisions of subsection 6.9(c) of the
Equipment on Loan Agreement.
B. Without limiting the generality of the provisions of
section 11.3 of the Equipment Loan Agreement, the waiver set forth herein shall
be limited precisely as written and such waiver relates on solely to the
noncompliance of the Borrowers with the provisions of subsection 6.9(c) of the
Equipment Loan on Agreement in the manner and to the extent described above, and
nothing in this Waiver shall be deemed to (a) constitute a waiver of compliance
by the Borrowers with respect to (i) subsection 6.9(c) of the Equipment on Loan
Agreement in any other instance or for any other Fiscal Quarter or (ii) any
other term, provision or on condition of the Equipment Loan Agreement or any
other instrument or agreement referred to therein (whether on in connection with
this waiver of subsection 6.9(c) of the Equipment Loan Agreement or otherwise)
or (b) on prejudice any right or remedy that the 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 Waiver) or may
have in the future under or in connection with the Equipment Loan Agreement or
any other instrument or agreement referred to therein. Except as expressly set
forth herein, the terms, provisions and conditions of the Equipment Loan
Agreement and the other Loan Documents shall remain in full force and effect and
in all on other respects are hereby ratified and confirmed.
Section 2. CONDITIONS TO EFFECTIVENESS
Section 1 of this Waiver shall become effective only upon
the satisfaction of all of the on following conditions precedent (or waiver of
any or all of the conditions precedent by the Administrative on Agent in its
sole discretion) (the date of satisfaction or wavier of such conditions being
referred to herein as the "Waiver Effective Date"):
A. On or before the Waiver Effective Date, the Borrowers
shall deliver to the Lenders (or to the Administrative Agent for the Lenders
with sufficient originally executed copies, where on appropriate, for each
Lender and its counsel) the following, each, unless otherwise noted, dated the
Waiver on Effective Date:
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1. Copies of the organizational documents of each Borrower,
certified by the Secretary of State of its jurisdiction of
organization or in lieu thereof a certificate, dated the on
Waiver Effective Date, of the secretary or an assistant secretary
of LVSI, acting in its own right on and as managing member of
VCR, to the effect that such organizational documents have not
been on amended, modified or rescinded since the date of the
Fourth Amendment and remain in full force and on effect;
2. Signature and incumbency certificates of officers of
LVSI, on behalf of on LVSI and as managing member of VCR.
B. The Administrative Agent shall have received for the
account of each of the on Lenders executing a counterpart of this Waiver, a
one-time non-refundable fee in an amount equal to one on twentieth of one
percent (0.05%) of the outstanding principal balance of the Basic Loan of such
Lender as of the Waiver Effective Date.
C. The Administrative Agent shall have received from the
Borrowers a copy of a duly on executed waiver of the covenant contained in the
Section 7.6C of the Bank Credit Agreement for the Fiscal on Quarter period
ending March 31, 2002, duly executed by the Requisite Lenders (as such term is
defined in the Bank Credit Agreement) and otherwise in form and substance
reasonably satisfactory to the Administrative on Agent.
D. No Event of Default or Default under (and as defined in)
the Equipment Loan on Agreement shall have occurred and be continuing.
E. On or before the Waiver Effective Date, all corporate and
other proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto on not previously found
acceptable by the Administrative Agent, acting on behalf of the Lenders, and its
counsel shall be reasonably satisfactory in form and substance to the
Administrative Agent and such counsel, and the Administrative Agent and such
counsel shall have received all such counterpart originals or certified copies
of such documents as the Administrative Agent may reasonably request.
Section 3. BORROWERS' REPRESENTATIONS AND WARRANTIES
In order to induce the Lenders to enter into this Waiver,
the Borrowers represent and on warrant to each Lender that the following
statements are true, correct and complete:
A. Corporate Power and Authority. The Borrowers have all
requisite corporate power on and authority to enter into this Waiver.
B. Authorization of Agreements. The execution and delivery
of this Waiver have been on duly authorized by all necessary corporate action on
the part of the Borrowers.
C. No Conflict. The execution and delivery by the Borrowers
of this Waiver do not on and will not (i) violate any provision of any law or
any governmental rule or regulation applicable to the on Borrowers or any of
their Subsidiaries, the organizational documents of the Borrowers or any of
their on Subsidiaries or any order, judgment or decree of any court or other
agency of government binding on the on Borrowers or any of their Subsidiaries,
(ii) conflict with, result in a breach of or constitute (with due on notice or
lapse of time or both) a default under any Material Contract of the Borrowers or
any of their on Subsidiaries, (iii) result in or require the creation or
imposition of any Lien upon any of the properties or assets of the Borrowers or
any of their Subsidiaries, or (iv) require any approval of stockholders or any
on approval or consent of any Person under any Material Contract of the
Borrowers or any of their Subsidiaries on except for such violations, conflicts,
approvals and consents the failure of which to obtain could not on reasonably be
expected to have a Material Adverse Effect.
D. Governmental Consents. The execution and delivery by the
Borrowers of this Waiver 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 Waiver has been duly executed
and delivered by the on Borrowers and is the legally valid and binding
obligation of the Borrowers, enforceable against the Borrowers in accordance
with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting creditors'
rights generally or by general equitable principles on relating to
enforceability.
F. Incorporation of Representations and Warranties From
Equipment Loan Agreement. on The representations and warranties contained in
Section 3 of the Equipment Loan Agreement are and will be on true, correct and
complete in all material respects on and as of the Waiver 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.
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Section 4. MISCELLANEOUS
A. Fees and Expenses. The Borrowers acknowledge that all
costs, fees and expenses as described in subsection 11.4 of the Equipment Loan
Agreement incurred by the Agents and their respective on counsel with respect to
this Waiver and the documents and transactions contemplated hereby shall be for
the on account of the Borrowers.
B. Headings. Section and subsection headings in this Waiver
are included herein for on convenience of reference only and shall not
constitute a part of this Waiver for any other purpose or be on given any
substantive effect.
C. Applicable Law. THIS WAIVER AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES on 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 on STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
D. Counterparts; Effectiveness. This Waiver may be executed
in any number of on counterparts and by different parties hereto in separate
counterparts, each of which when so executed and on delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the on
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 Waiver (other than the
provisions of Section 1 hereof, the effectiveness of which is governed by
Section 2 hereof) shall become effective upon the execution of a counterpart
hereof by each of the Borrowers, the Administrative Agent and on the Requisite
Lenders and the receipt by the Borrowers and the Administrative Agent of written
or telephonic notification of such execution and authorization of delivery
thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Waiver 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 the 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 the Chairman of the Board and
Secretary
LENDERS:
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender and as Administrative Agent
By: /s/Ann Naegele
--------------------------------------
Name: Ann Naegele
Title: Vice President
FLEET CAPITAL CORPORATION,
as a Lender
By:
--------------------------------------
Name:
Title:
[SIGNATURES CONCLUDED ON THE FOLLOWING PAGE]
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GMAC COMMERCIAL MORTGAGE
CORPORATION, as a Lender
By: /s/John E. Patton
--------------------------------------
Name: John E. Patton
Title: Vice President
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