SUBSTITUTE TRANCHE B LOAN
SUBORDINATED NOTE
$35,000,000 Venetian Casino Resort, LLC
3355 Las Vegas Boulevard South
Room 1C
Las Vegas, Nevada 89109
and
Grand Canal Shops Mall
Construction, LLC
3355 Las Vegas Boulevard South
Room 1G
Las Vegas, Nevada 89109
November 14, 1997
FOR VALUE RECEIVED, Venetian Casino Resort, LLC, a Nevada limited
liability company, ("Venetian") and Grand Canal Shops Mall Construction, LLC, a
Delaware limited liability company (the "Mall Construction Subsidiary" and,
together with Venetian, the "Makers"), hereby promise to pay to the order of
Sheldon G. Adelson (the "Holder"), his successors, assigns, heirs or legal
representatives, at the offices of the Holder c/o Las Vegas Sands, Inc. 3355 Las
Vegas Boulevard South, Room 1A, Las Vegas, NV 89109, or at such other place as
the holder of this Note shall specify, on November 16, 2005 (or on such later
date as the parties shall mutually agree), in such coin or currency of the
United States of America as at the time shall be legal tender for the payment of
public and private
debts, the lesser of (1) Thirty-Five Million Dollars ($35,000,000) and (ii) the
aggregate unpaid principal amount of all loans and advances (each an "Advance")
made or deemed made by Holder to or on behalf of the Makers as provided in
Section 2 of this Note and set forth on Schedule I hereto in accordance with
Section 4 hereof, plus in each case, all interest capitalized and added to the
outstanding principal amount of this Note.
The Makers promise to pay interest on the outstanding principal
amount of this Note in accordance with Section 3 of this Note.
1. Definitions. Except as provided herein below, capitalized
terms used herein shall have the meanings ascribed to such terms in the
Indenture, dated as of November 14, 1997 (as amended, supplemented or restated,
the "Subordinated Note Indenture"), by and among Venetian, Las Vegas Sands, Inc.
("LVSI"), certain guarantors named therein and First Union National Bank, as
trustee (including any successor trustees, the "Subordinated Note Trustee")
whether or not such Indenture is still in effect. The terms defined in this
Section 1 shall have the following meanings for all purposes in this Note:
1.1 "Adelson Intercreditor Agreement" means that certain
Intercreditor Agreement, dated as of November 14, 1997, by and among the Bank
Agent, the Mortgage Note Trustee, the Subordinated Note Trustee, the Mall
Construction Lender, Venetian, LVSI, the Mall Construction Subsidiary and
Sheldon G. Adelson, as amended from time to time in accordance with its terms.
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1.2 "Advance" shall have the meaning ascribed to such term
in the first paragraph of this Note.
1.3 "Advance Date" means any date upon which funds are
withdrawn from the Restricted Investment Account or advanced by the Holder in
order to fund the Guaranteed Obligations.
1.4 "Adjustable Rate" means the sum of (i) the Current Index
plus (ii) the Margin.
1.5 "Bank Credit Facility" means that certain Credit
Agreement, dated as of November 14, 1997, among LVSI and Venetian, as borrowers,
the lenders from time to time party thereto (the "Bank Lenders"), Goldman Sachs
Credit Partners L.P., as arranger and syndication agent, and The Bank of Nova
Scotia, as administrative agent, as amended from time to time in accordance with
its terms, and any extension, refinancing, renewal, replacement, substitution or
refunding thereof, together with all related documents.
1.6 "Borrower" means, collectively, LVSI, Venetian and Mall
Construction Subsidiary.
1.7 "Business Day" means any day excluding Saturday, Sunday
and any day which is a legal holiday under the laws of the State of Nevada or is
a day on which banking institutions in the State of Nevada are authorized or
required by law or other governmental action to close.
1.8 "Capitalized Interest Date" shall have the meaning
ascribed to such term in Section 3.2 of this Note.
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1.9 "Current Index" means the Index determined as of the
immediately preceding Rate Adjustment Date.
1.10 "Disbursement Agreement" shall have the meaning ascribed
to such term in the Senior Subordinated Note Indenture.
1.11 "Designated Senior Debt" shall have the meaning ascribed
to such term in the Senior Subordinated Note Indenture.
1.12 "Event of Default" means an Event of Default under
Subordinated Note Indenture.
1.13 "Facilities Agreements" means, collectively, the Bank
Credit Facility, the Mall Construction Loan Facility, the Mortgage Note
Indenture, and the Subordinated Notes Indenture.
1.14 "Guaranteed Obligations" shall have the meaning ascribed
to such term in the Guaranty.
1.15 "Guaranty" means that certain Guaranty, dated as of
November 14, 1997, made by Holder in favor of the Mall Construction Lender, as
amended from time to time in accordance with its terms.
1.16 "Index" means the London interbank offered rates
("LIBOR") for a term of 30 days as published in Wall Street Journal on the
second Business Day immediately preceding the Rate Adjustment Date.
1.17 "Makers" shall have the meaning set forth in the first
paragraph of this Note.
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1.18 "Mall Construction Lender" means GMAC Commercial
Mortgage Corporation.
1.19 "Mall Construction Loan Facility" means that certain
Credit Agreement, dated as of November 14, 1997, between the Company and the
Mall Construction Lender, as amended from time to time in accordance with its
terms, and any extension, refinancing, renewal, replacement, substitution or
refunding thereof, together with all related documents.
1.20 "Margin" means 275 basis points which is the equivalent
of 2.75%.
1.21 "Mortgage Note Indenture" means that certain Indenture,
dated as of November 14, 1997, by and among Venetian, LVSI, the Mortgage Note
Guarantors and the Mortgage Note Trustee, as amended from time to time in
accordance with its terms.
1.22 "Mortgage Note Trustee" means First Trust National
Association, in its capacity as trustee under the Mortgage Note Indenture, and
any successor trustee under such Mortgage Note Indenture.
1.23 "Permitted Assignee" shall have the meaning set forth in
Section 12.2 of this Note.
1.24 "Project" shall have the meaning ascribed to such term
in the Mall Construction Loan Facility.
1.25 "Restricted Investment Account" means the collateral
account established pursuant to that certain Third Party Account Agreement,
dated as
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of November 14, 1997, among the Holder, as Pledgor, The Bank of Nova Scotia, as
Financial Intermediary, and the Mall Construction Lender.
1.26 "Rate Adjustment Date" means the first day of each
calendar month.
1.27 "Sale and Contribution Agreement" means that certain
Sale and Contribution Agreement, dated November 14, 1997, among Venetian, Grand
Canal Shops Mall, LLC (the "Mall Subsidiary") and Mall Construction Subsidiary.
1.28 "Senior Debt" shall have the meaning ascribed to such
term in the Senior Subordinated Note Indenture.
1.29 "Subordinated Note Indenture Covenants" shall have the
meaning set forth in Section 6 of this Note.
1.30 "Tranche B Take-out Loan" shall mean the loan to be made
by the Holder to the Mall Subsidiary in order to fund, in part, the Mall
Subsidiaries obligations under the Sale and Contribution Agreement.
1.31 "Venetian" shall have the meaning set forth in the first
paragraph of this Note.
The provisions of this Section 1 to the contrary notwithstanding, to
the extent any term defined in this Note by cross reference to the Subordinated
Note Indenture or the Guaranty is amended, such term shall be deemed likewise
amended herein. Such terms shall continue to have the meanings set forth in the
Subordinated Note Indenture whether or not the Subordinated Note Indenture
remains in effect.
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2. The Note. The Makers hereby acknowledge that the Holder has
entered into the Guaranty in order to induce the Mall Construction Lender to
enter into the Mall Construction Loan Facility, pursuant to which the Mall
Construction Lender shall make available to the Makers and certain of their
affiliates funds to construct and develop the Project. The Makers and the Holder
hereby agree that any payments made by the Holder in respect of the Guaranteed
Obligations, whether by the Holder directly or from the Restricted Investment
Account, shall be deemed advances by the Holder under this Note for the benefit
of the Makers. The obligations of the Makers arising under this Note may be
assigned to and assumed by Mall Subsidiary in connection with the transactions
contemplated by the Sale and Contribution Agreement.
3. Interest.
3.1 Interest on the outstanding principal amount, if any, of
each Advance shall accrue from and after the Advance Date with respect to such
Advance at a rate equal to the Adjustable Rate until each such Advance is paid
in full; provided, that, upon the occurrence and during the continuation of any
Event of Default, the outstanding principal amount of all Advances and, to the
extent permitted by applicable law, any interest payments thereon not paid when
due, and any other amounts due and owing under this Note, shall thereafter bear
interest (including post-petition interest in any proceeding under the
Bankruptcy Code or other applicable bankruptcy laws) at a rate that is 100 basis
points per annum in excess of the interest rate that otherwise is payable under
this Note with respect to Advances.
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3.2 On each May 15 and November 15 (each such date shall be
referred to herein as a "Capitalized Interest Date") until maturity of this Note
(whether at stated maturity, by acceleration or otherwise), the aggregate amount
of interest accrued on the outstanding principal balance of each Advance through
and including such Capitalized Interest Date shall be added to the outstanding
principal amount of such Advance on such Capitalized Interest Date. Except as
permitted by the Adelson Intercreditor Agreement, no cash interest payments
shall be payable prior to the maturity of this Note. Subject to the restrictions
in Section 8 hereof and in the Adelson Intercreditor Agreements, all accrued and
unpaid interest shall be payable in cash upon maturity of this Note (whether at
stated maturity, by acceleration or otherwise), and from time to time thereafter
upon demand of the Holder until this Note is paid in full.
4. At the time of the making of each Advance, if any, the Holder
shall make a notation on Schedule I of this Note, specifying the date and the
amount of such Advance; provided, however, that a failure to make a notation
with respect to any Advance shall not limit or otherwise affect the obligation
of the Makers hereunder and recognition of payment of principal or interest on
this Note shall not be affected by the failure to make a notation on said
Schedule I. If necessary to evidence an extension of the payment date or any
other change in the provisions of this Note agreed to in writing by the Maker
and the Holder, the Makers shall furnish a new note in substitution for this
Note. The first notation made by the Holder on the advance schedule attached to
the replacement Note shall be the most recent aggregate
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outstanding principal balance appearing on the advance schedule attached to the
replaced note.
5. Prepayments. To the extent expressly permitted under the
Facilities Agreements and the Adelson Intercreditor Agreement, the Makers shall
have the right from time to time to prepay this Note, in whole or in part,
together with accrued interest on the amount prepaid to the date of prepayment
without penalty or premium. To the extent any Advance made under this Note is
prepaid pursuant to this Section 5 or otherwise, the amounts so prepaid may not
be reborrowed hereunder.
6. Incorporation by Reference. The covenants of the Makers set
forth in Articles 4 and 5 of the Subordinated Note Indenture (the "Subordinated
Note Indenture Covenants") are hereby incorporated in this Note by reference for
the benefit of the Holder and deemed covenants of the Makers, and are made a
part hereof as if herein set forth at length, mutatis mutandis, provided that
where applicable (i) Note shall be substituted for "Senior Subordinated Notes,"
(ii) Makers shall be substituted for "Issuers" and (iii) Holder shall be
substituted for "Paying Agent" and "Senior Subordinated Note Trustee." The
foregoing to the contrary notwithstanding, to the extent any Subordinated Note
Indenture Covenant is amended or waived, after the effective date of such
amendment or waiver, such Subordinated Note Indenture Covenant shall be deemed
amended or waived for all purposes of this Note.
9
7. Unconditional Obligations; Fees; Waivers, Etc.
7.1 The obligations to make the payments provided for in
this Note are absolute and unconditional and not subject to any defense,
set-off, counterclaim, rescission, recoupment or adjustment whatsoever.
7.2 The Holder's rights to institute any action or enforce
any rights under this Note shall, in all cases, be subject to the limitations
set forth in the Adelson Intercreditor Agreement.
7.3 Subject to Section 7.2, if the holder of this Note shall
institute any action to enforce the collection of principal of and/or interest
on this Note, there shall be immediately due and payable from the Makers, in
addition to the then unpaid principal amount of and interest on this Note, all
reasonable costs and expenses incurred by the holder of this Note in connection
therewith, including reasonable attorneys' fees and disbursements.
7.4 No forbearance, indulgence, delay or failure to exercise
any right or remedy with respect to this Note shall operate as a waiver, nor as
an acquiescence in any default. No single or partial exercise of any right or
remedy shall preclude any other or further exercise thereof or the exercise of
any other right or remedy.
7.5 This Note may not be modified or discharged orally, but
only in writing duly executed by the holder hereof.
7.6 The Makers hereby waive presentment, demand, notice of
dishonor, protest and notice of protest.
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8. Subordination.
8.1 Subordination Agreement. Notwithstanding any provision
to the contrary set forth herein, the Holder and the Makers agree that the
payment of principal of and interest on this Note, and any other amounts payable
with respect thereto, is subordinated to the prior payment in full (whether at
maturity, by prepayment, by acceleration or otherwise) of any and all Senior
Debt in the same manner as the 14 1/4% Senior Subordinated Notes due 2005 (the
"Subordinated Notes") are subordinated to Senior Debt. The Holder and the Makers
also agree that no payment of, on, or on account of the indebtedness so
subordinated shall be made except if permitted under the Adelson Intercreditor
Agreement and only except to the extent that LVSI and Venetian are or would be
permitted to make a payment upon or in respect of the Senior Subordinated Notes,
provided, that such payment may only be made in the same manner as is permitted,
or would be permitted, to be made in respect of the Senior Subordinated Notes in
an amount pro rata (in accordance with outstanding principal amounts) with the
amount permitted or that would be permitted to be paid on the Senior
Subordinated Notes. Except as permitted by the Adelson Intercreditor Agreement,
the Holder further agrees not to demand, receive or accept any such payment
until all Senior Debt has been paid in full in cash or cash equivalents.
In the event that, notwithstanding the foregoing provisions, any
payment shall be received by the Holder on account of principal of or interest
on or other amounts payable with respect to this Note in contravention of the
foregoing
11
provisions, such payment shall be held in trust for the benefit of the holders
of the Senior Debt and shall, to the extent that at such time all Senior Debt
has not been paid in full in cash or cash equivalents, be paid over to the
holders of the Senior Debt, for application to the payment of the Senior Debt
until all such Senior Debt shall have been paid in full.
For purposes of this Note the provisions of Article 10 of the
Subordinated Notes Indenture shall be deemed to apply whether or not such
indenture remains in effect and following any and termination thereof,
references therein to the Subordinated Notes shall be deemed to be references to
this Note; references to the Paying Agent or Senior Subordinated Note Trustee
shall be deemed to be references to the holder of this Note; and references to
the Issuers shall be deemed to be references to the Makers.
8.2 Dissolution, Etc. In the event of any dissolution,
winding-up, liquidation or reorganization of the Makers (whether voluntary or
involuntary and whether in bankruptcy, insolvency or receivership proceedings or
upon an assignment for the benefit of creditors or any other marshaling of the
assets and liabilities of the Makers or otherwise):
(a) the holders of the Senior Debt shall be entitled
to receive payments in full in cash or cash equivalents of all such Senior Debt
(including interest accruing on such Senior Debt after the commencement of a
bankruptcy case or proceeding at the contract rate whether or not a claim for
such interest is an allowed claim in such case or proceeding) before the Holder
is entitled to receive any
12
payment on account of the principal of or interest on or any other amounts
payable in respect of this Note;
(b) any payment or distribution of assets of the
Makers of any kind or character, whether in cash, property or securities, to
which the Holder would be entitled, except for the subordination provisions set
forth herein, shall be paid by the Maker, or any receiver, trustee in
bankruptcy, liquidating trustee or agent or other person making such payment or
distribution directly to the holders of Senior Debt, to the extent necessary to
make payment in full of all Senior Debt remaining unpaid; and
(c) in the event that, notwithstanding the foregoing
provisions, any payment or distribution of assets of the Makers of any kind or
character shall be received by the Holder on account of principal of or interest
on or other amounts payable in respect of this Note before all Senior Debt
(including, as applicable, interest accruing on, or original issue discount
accreting with respect to, such Senior Debt after the commencement of a
bankruptcy case or proceeding at the contract rate whether or not such interest
is an allowed claim in such proceeding) are paid in full in cash or cash
equivalents, or effective provision is made for their payment, such payment or
distribution shall be received in trust and shall, to the extent that at such
time all Senior Debt has not been paid in full in cash or cash equivalents, be
paid over to holders of Senior Debt, for application to the payment of such
Senior Debt until all such Senior Debt shall have been paid in full.
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The consolidation of the Makers with, or the merger of the Makers
into, another entity in accordance with the provisions of Article 5 of the
Subordinated Note Indenture, shall not be deemed a dissolution, winding-up,
liquidation or reorganization for purpose of these subordination provisions.
(d) Notwithstanding anything to the contrary contained
herein, the rights of the Holder under this Note are hereby made expressly
subject to the terms and provisions of the Adelson Intercreditor Agreement. Any
assignee of, or successor to, the Holder's interest under the Note shall agree
to become bound by the provisions of the Adelson Intercreditor Agreement.
8.3 Subrogation. Subject to the payment in full in cash or
cash equivalents of all Senior Debt, the Holder shall be subrogated to the
rights of the holders of the Senior Debt (except that the Holder shall not be
subrogated to the position of a secured creditor until payment in full of all
Senior Debt), or their respective representatives, to receive payments or
distributions of assets of the Makers applicable to the Senior Debt until all
amounts owing on this Note shall be paid in full, and for the purpose of such
subrogation, no payments or distributions to the holders of the Senior Debt, or
their respective representatives, as the case may be, by or on behalf of the
Makers or by or on behalf of the Holder, which otherwise would have been made to
the Holder shall, as between the Makers and their creditors, be deemed to be
payment by the Makers to or on account of the holders of the Senior Debt, or
their respective representatives, as the case may be, it being understood that
these subordination provisions are intended solely for the purpose of defining
the
14
relative rights of the Holder, on the one hand, and the holders of the
Senior Debt and their respective representatives, on the other hand.
8.4 Obligation to Pay Unconditional. Except as expressly
provided herein, nothing is intended to or shall impair, as between the Makers
and the Holder, the obligation of the Makers, which is absolute and
unconditional, to pay to the Holder the principal of and interest on this Note
as and when the same shall become due and payable in accordance with its terms.
9. Events of Default.
9.1 Subject to the provisions of Sections 7.2 and 9.2
hereof, upon the happening of an Event of Default, and while such Event of
Default is continuing, the Holder may, by written notice to the Makers and
subject to applicable cures and waivers, declare this Note immediately due and
payable, whereupon the principal of, the interest on, and any other amount owing
under, this Note shall immediately become due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Makers; provided, that the Holder may not accelerate the
obligations under this Note unless the obligations under the Subordinated Note
Indenture have been accelerated. Notwithstanding the foregoing, if an Event of
Default specified in Section 6.01(i) or (j) of the Subordinated Note Indenture
occurs, the principal of, the interest on, and any other amount owing under,
this Note shall be due and payable immediately without further action or notice.
15
9.2 The provisions of Section 9.1 to the contrary
notwithstanding, in the event an Event of Default under the Subordinated Note
Indenture shall be waived or cured, then the related Event of Default under this
Note shall be deemed waived or cured, as the case may be, for all purposes of
this Note. To the extent the maturity of and payments due under this Note shall
have been accelerated as a result of any Event of Default that is deemed waived
or cured, such indebtedness shall cease to be accelerated and all terms of this
Note shall continue to be in effect as if no acceleration occurred.
10. Suits for Enforcement and Remedies. Subject to provisions of
Sections 7.2 and 9.2 hereof, if any one or more Events of Default shall occur
and be continuing, the Holder may proceed to protect and enforce the Holder's
rights either by suit in equity or by action at law, or both, or proceed to
enforce the payment of this Note or to enforce any other legal or equitable
right of the Holder. No right or remedy herein or in any other agreement or
instrument conferred upon the Holder is intended to be exclusive of any other
right or remedy, and each and every such right or remedy shall be cumulative and
shall be in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise.
11. Notices. All notices, requests, demands and other
communications required or delivered under this Note shall be in writing (which
shall include notice by facsimile transmission) and shall be deemed to have been
made and received when personally served, or when delivered by overnight courier
service,
16
expenses prepaid, or, if sent by facsimile, deemed delivered on the date sent if
received prior to 5:00 p.m. on such date or deemed to be delivered the day
following the date sent if delivered after 5:00 p.m. on the date sent, addressed
as set forth below:
If to Makers: Venetian Casino Resort, LLC
3355 Las Vegas Boulevard South
Room 1C
Las Vegas, Nevada 89109
Attention: General Counsel
Facsimile: (702) 733-5499
Grand Canal Shops Mall Construction, LLC
3555 Las Vegas Boulevard South
Room 1G
Las Vegas, Nevada 89109
Attention: General Counsel
Facsimile: (702) 733-5499
If to Holder: Sheldon G. Adelson
c/o Las Vegas Sands, Inc.
3355 Las Vegas Boulevard South
Room 1A
Las Vegas, Nevada 89109
Attention:
Facsimile: (702) 733-5499
12. Assignment; Release.
12.1 Except as provided in Section 12.2 hereof, this Note may
not be assigned by the Makers without the prior written consent of the Holder,
which consent the Holder may withhold in its sole discretion.
12.2 If, pursuant to the Sale and Contribution Agreement, the
Mall Collateral is transferred to the Mall Subsidiary (including any successor
to the rights of the Mall Subsidiary under the Sale and Contribution Agreement,
a
17
"Permitted Assignee") and this Note is not repaid in full upon such transfer
because the Permitted Assignee shall have elected to not fund its entire
purchase price in cash, then the Maker shall, without the consent of the Holder,
be deemed to have assigned and delegated their obligations under this Note to
such Permitted Assignee; the Permitted Assignee shall be deemed to have assumed
all liability under this Note; and the Makers shall be automatically and
entirely released and discharged of all liability under this Note. Each Holder
of this Note expressly consents to such release and discharge in such event.
Upon such assignment and assumption, (i) the terms of this Note shall be
automatically amended such that the terms of this Note are equivalent to those
of the Tranche B Take-Out Loan, and (ii) the Permitted Assignee shall agree to
execute and deliver an amendment to this Note to give effect to the provisions
of the foregoing clause (i) and to execute all documents necessary in connection
therewith.
13. Miscellaneous.
13.1 The holder of this Note shall have no recourse against
any member of the Maker.
13.2 If any payment hereunder falls due on a Saturday, Sunday
or any other day on which commercial banks in New York City are authorized or
required by law to close, the maturity thereof shall be extended to the next
succeeding Business Day.
13.3 The headings of the various Sections of this Note are
for convenience of reference only and shall in no way modify any of the terms or
provisions of this Note.
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13.4 The holders of Designated Senior Debt shall be express
third party beneficiaries of the provisions of this Note relating to the
subordination and the deferral or accrual of interest payments and the maturity
date of the Notes. Except for the assumption of this Note and the amendments
provided for under Section 12.2, no such provisions may be amended without the
consent of a majority of the principal amount of each class of Designated Senior
Debt.
[continued on next page]
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13.5 This Note and the obligations of the Maker and the
rights of the holder hereof shall be governed by and construed in accordance
with the laws of the State of New York applicable to instruments made and to be
performed entirely within such State.
VENETIAN CASINO RESORT, LLC
By: Las Vegas Sands, Inc., its managing member
By: /s/ David Friedman
------------------
Name: David Friedman
Title: Secretary
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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: Secretary
The undersigned hereby agrees to the provisions of Section 12.2 hereof on this
14 day of November, 1997.
GRAND CANAL SHOPS MALL, LLC
By: Grand Canal Shops Mall Holding Company,
LLC, its sole member
By: Mall Intermediate Holding Company,
its sole member
By: Venetian Casino Resort, LLC,
its sole member
By: Las Vegas Sands, Inc.,
its managing member
By: /s/ David Friedman
------------------
Name: David Friedman
Title: Secretary
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Schedule I
ADVANCES AND PAYMENTS OF PRINCIPAL
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| | | Amount of | | |
| | Amount of | Principal Paid | Unpaid Principal | Notation |
| Date | Advance | or Prepaid | Balance | Made by |
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