THE BANK OF NOVA SCOTIA
c/o The Bank of Nova Scotia
580 California street
Suite 2100
San Francisco, California 94104
May, 1999
Las Vegas Sands, Inc.
Venetian Casino Resort, LLC
201 East Sands Avenue
Las Vegas, NV 89109
Re: Venetian Credit Agreement
-------------------------
Ladies and Gentlemen:
Reference is made to the Credit Agreement dated as of November 14, 1997
(such agreement as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement") among Las Vegas Sands, Inc. and Venetian Casino
Resort, LLC (each a "Borrower" and jointly and severally, "Borrowers"), the
Lenders listed therein, Goldman Sachs Credit Partners L.P., as Arranger and
Syndication Agent and The Bank of Nova Scotia, as Administrative Agent.
Capitalized terms used herein and not defined herein shall have the meanings set
forth in the Credit Agreement.
Pursuant to Section 2.1 A (ii) of the Credit Agreement, Borrowers have
requested the Scotiabank increase its Revolving Loan Commitment by $20,000,000
and Scotiabank has agreed to do so on the terms and conditions set forth herein.
As a result of such increase, a temporary imbalance may exist among the
outstanding Revolving Loans of Lenders and their respective Pro Rata Shares and,
accordingly, Borrowers and Requisite Lenders wish to agree upon certain
procedures to eliminate such imbalances as promptly as reasonably possible and
to allocate interest on the Revolving Loans and commitment fees for the period
of such imbalance in a manner consistent with the provisions of the Credit
Agreement which would apply if no such imbalance existed.
1. Scotiabank hereby agrees to increase its Revolving Loan Commitment
to an aggregate of $22,352,941.18 effective on the Opening Date. Concurrently
herewith, and as a condition to such increase, Borrowers shall (a) issue to
Scotiabank a replacement Revolving Loan Note against delivery of Scotiabank's
existing Revolving Loan Note for cancellation, which replacement Revolving Loan
Note shall be secured by the Deeds Trust, as amended, (b) execute, acknowledge
and file amendments to the Deeds Trust to reflect the increase in the Revolving
Loan Commitment, and (c) deliver to Agent endorsements to the existing title
policy in favor of Agent and Lenders (i) increasing the insured amount
thereunder to include
1
such increase in the Revolving Loan Commitments and (ii) bringing the effective
date of such title policy down to the date of issuance of the replacement
Revolving Loan Note. It is also a condition to such increase in Scotiabank's
Revolving Loan Commitment that the Mall Release Date shall have occurred.
2. Following such increase in the Revolving Loan Commitment of
Scotiabank, the Revolving Loan Commitments of each Lender, and the adjusted Pro
Rata Shares of the Lenders with respect to Revolving Loans and Revolving Loan
Commitments, will be as set forth on Schedule 1 hereto.
3. Borrowers and Requisite Lenders hereby acknowledge and agree that,
following the increase in Scotiabank's Revolving Loan Commitment, and the
adjustments in the Pro Rata Shares with respect to Revolving Loans and Revolving
Loan Commitments set forth above, the lenders with Revolving Loans outstanding
other that Scotiabank (the "Other Lenders") may temporarily have Revolving Loans
outstanding, which exceed their respective Pro Rata Shares of the aggregate
Revolving Loans the outstanding, and Scotiabank may have Revolving Loans
outstanding which are less than its Pro Rata Share of the aggregate Revolving
Loans then outstanding, and such temporary imbalances in outstanding Revolving
Loans shall be permitted for a period not to exceed 95 days from the date of
effectiveness of the increase in Scotiabank's Revolving Loan Commitment,
provided that during the period of such imbalance fundings and repayments of
Revolving Loans are made in accordance with Section 4 below (and the other terms
and conditions of the Credit Agreement to the extent not overridden by such
provisions) and with respect to the period in which such imbalance exists
interest and commitment fees attributable to Revolving Loans and Revolving Loan
Commitments shall be allocated among and paid to the Lenders with Revolving Loan
Commitment as provided in Section 5 below.
4. Borrowers and Requisite Lenders hereby agree that notwithstanding
any provision of the Credit Agreement to the contrary, until the outstanding
Revolving Loans of each Lender are equal to such Lender's Pro Rata Share of the
aggregate Revolving Loans then outstanding, all repayments of Revolving Loans
shall be applied to the Revolving Loans of the Other Lenders and all advances of
Revolving Loans shall be funded by any Lenders whose Revolving Loans outstanding
are less than their respective Pro Rata Shares of the aggregate Revolving Loans
outstanding, so that any imbalance between the Revolving Loans of any Lender
outstanding and its Pro Rata Share of the total Revolving Loans outstanding is
eliminated as quickly as possible. For purposes hereof, any repayment of funding
of Revolving Loans may be treated as two payments or two funding (as applicable)
with one portion of such repayment or borrowing (necessary to achieve balance
among the Lenders respective outstanding Revolving Loans and Revolving Loan
Commitments) funded or paid as provided in the preceding sentence and a second
portion funded or paid in accordance with the Lender's Pro Rata Shares. The
provisions of this Section 4 are only intended to alter the allocation of
funding obligations and allocation of repayments among Lenders with Revolving
Loan Commitments until Balance is restored among such Lenders with respect to
their Revolving Loans outstanding and their respective revolving Loan
Commitments, and is not intended to modify any other terms and conditions of the
Credit Agreement or the allocation of funding obligations or repayment rights
after such balance has been restored.
2
5. Borrowers and Requisite Lenders hereby further agree that,
notwithstanding any provision of the Credit Agreement to the contrary, with
respect to the period (if any) during which the Revolving Loans of any Lender
outstanding are not equal to such Lender's Pro Rata Share of the total Revolving
Loans then outstanding (a) interest on Revolving Loans shall be paid to each
Lender With Revolving Loans outstanding based upon the percentage the Revolving
Loans of such Lender then outstanding bears to the aggregate Revolving Loans of
all Lenders then outstanding and (b) commitment fees with respect to Revolving
Loan Commitments shall be paid to each Lender based upon the percentage the
unused Revolving Loan Commitment of such Lender for the relevant period bears to
the aggregate unused Revolving Loan Commitments of all Lenders for such period.
The provisions of this Section 5 are only intended to alter the allocations of
the payment of interest and commitment fees with respect to Revolving Loans with
respect to the period (if any) during which there is an imbalance between the
Revolving Loans of and Lender then outstanding and its Pro Rata Share, and is
not intended to modify such allocation with respect to any other period or to
modify any other terms of the Credit Agreement.
6. The terms of this letter agreement and any modifications to the
terms of the Credit Agreement set forth herein shall be limited precisely as
written and nothing in this letter agreement shall be deemed to constitute
waiver or modification of any term on the Credit Agreement in any other instance
of for any other purpose or a waiver of modification of any other terms or
conditions of the Credit Agreement. Except as expressly set forth herein, all of
the terms, provisions and conditions of the Credit Agreement remain in full
force and effect and are hereby ratified and confirmed.
7. This letter agreement may be executed in 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
shall constitute but one and the same instrument; signature pages may be
detached from multiple separate counterparts and attached to single counterpart
so that all signature pages are physically attached to the same document. This
letter agreement shall become effective upon the execution of counterparts
hereof by Borrowers and Lenders constituting Requisite Lenders and execution of
the attached consent by each Guarantor. The effectiveness of the increase in
Scotiabank's Revolving Loan Commitment as provided in Section 1 hereof is also
subject to the satisfaction of the conditions precedent set forth in Section 1.
8. This letter agreement shall be governed by, and shall be construed
in accordance with, the internal laws of the State of New York, without regard
to conflicts of laws principles.
3
To indicate your agreement with the foregoing, please sign in the space
indicated below.
THE BANK OF NOVA SCOTIA, as Administrative Agent and a Lender
By: ______________________________________
Name: /s/ Alan Pendergast
Title: Relationship Manager
BORROWERS:
LAS VEGAS SANDS, INC.
By: ______________________________________
Name: /s/ David Friedman
Title: Secretary
VENETIAN CASINO RESORT, LLC
By: Las Vegas Sands, Inc., its Managing Member
By: ______________________________________
Name: /s/ William P. Weidner
Title: President
4