Sheldon G. Adelson
c/o Las Vegas Sands, Inc.
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
As of November 14, 1997
Grand Canal Shops Mall, LLC
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attention: David Friedman
Re: Loan to Grand Canal Shops Mall, LLC secured by among
other things, a Deed of Trust on the Shopping Mall to be
known as "Grand Canal Shops" and located on the site of
the former Sands Hotel and Casino, Las Vegas, Nevada
Ladies/Gentlemen:
This letter shall constitute the commitment of Sheldon G. Adelson to
cause a Subsidiary (as defined in the Senior Loan Commitment (as hereinafter
defined)) (such Subsidiary, the "Lender") to make a mortgage loan (the "Loan")
to Grand Canal Shops Mall, LLC, a Delaware limited liability company (the
"Borrower") on the terms and conditions set forth in Exhibit A annexed hereto.
The Loan shall be made simultaneously with the making of the loan which is the
subject of the Senior Loan Commitment (the "Senior Loan") or the making of a
replacement take-out loan ("Replacement Senior Take-Out Loan") as contemplated
by paragraph 1 of that certain Tri-Party Agreement of even date herewith among
Goldman Sachs Mortgage Company (the "Senior Lender"), GMAC Commercial Mortgage
Corporation (the "Construction Lender"), the Borrower, Venetian Casino Resort,
LLC, Las Vegas Sands, Inc., Grand Canal Shops Mall Construction, LLC and the
undersigned (the "Tri-Party Agreement"). Capitalized terms used herein and in
Exhibit A and not otherwise defined shall have the respective meanings given
such terms in that certain loan commitment of even date herewith being given by
Senior Lender to Borrower and the undersigned (the "Senior Loan Commitment"),
pursuant to which Senior Lender is agreeing, on the terms and conditions set
forth in the Senior Loan Commitment, to make a loan to the Borrower in the
maximum principal amount of $105,000,000.
This commitment shall inure solely to the benefit of the Borrower
and shall not inure to the benefit of, or be enforceable by, any other person or
entity.
Borrower's Acceptance
The Borrower hereby accepts this commitment as of the date indicated
below.
GRAND CANAL SHOPS MALL, LLC
By: Grand Canal Shops Mall Holding Company, LLC,
its managing member
By: Mall Intermediate Holding Company, LLC,
its managing member
By: Venetian Casino Resort, LLC,
its managing member
By: Las Vegas Sands, Inc.,
its managing member
By: /s/ David Friedman
------------------
Name: David Friedman
Title: Secretary
Date: November 14, 1997
Exhibit A
1 Loan Amount: Lesser of (a) $35,000,000 and (b) the greater of (i) the
outstanding principal balance of the Substitute Tranche B Loan (as defined
in the GMAC Credit Agreement), if any, on the closing date of the Loan,
plus accrued and unpaid interest thereon for the final interest accrued
period that is not yet delinquent, and (ii) the principal amount of the
Tranche B Component (as defined in the GMAC Credit Agreement) of the
Construction Loan that is outstanding on such closing date plus accrued
and unpaid interest thereon for the final interest accrual period that is
not then delinquent.
2 Loan Purpose: The financing of a portion of the Purchase Price.
3 Security: The Collateral. Liens will be subordinate to those securing the
Senior Loan and, if the Mezzanine Loan is outstanding, the liens securing
the Mezzanine Loan.
4 Term: 5 years, with a right on the part of the Borrower to extend for an
additional three years.
5 Interest Rate: The greater of (i) the interest rate on the Senior Loan and
(ii) an arms-length interest rate.
6 Payments on Loan: Prior to maturity: interest only, payable monthly in
arrears, with right to prepay principal in whole or in part at any time
without
penalty or premium, all subject, however, to the requirements of the loan
documents to be entered into pursuant to the Senior Loan Commitment, as
the same may be amended (the "Senior Loan Documents"). Interest not
permitted under the Senior Loan Documents to be paid on a current basis
shall accrue and compound monthly. All outstanding principal, and all
accrued and unpaid interest, to be due and payable at maturity.
7 Subordination and Transfer Provisions. Loan to be subordinate to the
Senior Loan and the Mezzanine Loan, if any.
8 Other Requirements. Loan documents for Loan shall otherwise be on
arms-length terms, but shall in any event comply with the applicable
requirements of the Senior Loan Documents.
If this commitment is acceptable to you, please sign at the space provided below
in the enclosed duplicate hereof, and deliver the same to the undersigned.
/s/ Sheldon G. Adelson
----------------------
SHELDON G. ADELSON