EX-10 10 exhibit10-8.txt LIMITED WAIVER REGARDING CREDIT AGRMT - LVSI/VCR LAS VEGAS SANDS, INC. AND VENETIAN CASINO RESORT, LLC LIMITED WAIVER REGARDING CREDIT AGREEMENT This LIMITED WAIVER REGARDING CREDIT AGREEMENT (this "Waiver") is dated as of March 31, 2002 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 Lead Arranger (in such capacity the "Arranger"), and Scotiabank as administrative agent for Lenders (in such capacity, the "Administrative Agent"), and is made with reference to that certain Amended and Restated Credit Agreement dated as of September 17, 2001, by and among Borrowers, Lenders, Administrative Agent, and the Arranger (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 they may not be in compliance with the Minimum Consolidated Adjusted EBITDA covenant as of the Fiscal Quarter ending March 31, 2002; WHEREAS, Borrowers have further advised Lenders that they expect to obtain a waiver from the FF&E Lenders under the FF&E Facilities Agreement of compliance with the Minimum Consolidated Adjusted EBITDA covenant in such agreement for the Fiscal Quarter ending March 31, 2002; and WHEREAS, Borrowers have requested that Lenders agree to waive compliance with the Minimum Consolidated Adjusted EBITDA covenant for the Quarter ending March 31, 2002. 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 Minimum Consolidated Adjusted EBITDA Covenant --------------- 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 March 31, 2002, compliance with the provisions of subsection 7.6C of the Credit Agreement. B. Without limiting the generality of the provisions of subsection 10.6 of the Credit Agreement, the waiver set forth herein shall be limited precisely as written and such waiver relates solely to the noncompliance by Borrowers with the provisions of subsection 7.6C of the Credit 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 Borrowers with respect to (i) subsection 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 subsection 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 Waiver) 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. Section 2. INTENTIONALLY OMITTED Section 3. CONDITIONS TO EFFECTIVENESS This Waiver 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 "Waiver Effective Date"): A. On or before the Waiver 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 Waiver Effective Date: 1 1. Resolutions of the Board of Directors of LVSI approving and authorizing the execution, delivery and performance of this Waiver, certified as of the Waiver Effective Date by the corporate secretary or an assistant secretary of LVSI as being in full force and effect without modification or amendment; 2. Signature and incumbency certificates of the officers of LVSI executing this Waiver; 3. Executed copies of this Waiver by all parties hereto; and 4. Payment of all costs and expenses due under the Credit Agreement. B. Administrative Agent shall have received from Borrowers a duly executed waiver regarding the FF&E Facility Agreement in form and substance reasonably satisfactory to Administrative Agent. C. 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 Waiver. D. 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 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 4. BORROWERS' REPRESENTATIONS AND WARRANTIES In order to induce Lenders to enter into this Waiver, Borrowers represent and warrant to each Lender that the following statements are true, correct and complete: A. Corporate Power and Authority. Borrowers have all requisite corporate power and authority to enter into this Waiver. B. Authorization of Agreements. The execution and delivery of this Waiver has been duly authorized by all necessary corporate action on the part of Borrowers. C. No Conflict. The execution and delivery by Borrowers of this Waiver does 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 Waiver does 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 Borrowers and 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 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. 2 Section 5. MISCELLANEOUS A. Effect on the Credit Agreement and the Other Loan Documents. (i) Except as specifically amended by this Waiver, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (ii) The execution, delivery and performance of this Waiver 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 Waiver and the documents and transactions contemplated hereby shall be for the account of Borrowers. C. Headings. Section and subsection headings in this Waiver are included herein for convenience of reference only and shall not constitute a part of this Waiver for any other purpose or be given any substantive effect. D. Applicable Law. THIS WAIVER 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 Waiver 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 Waiver shall become effective upon the execution of a counterpart hereof by Borrowers, Requisite Lenders and each of the Loan Parties and receipt by the Company and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof, and satisfaction of the conditions in Section 2 hereof. 3 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 S-1 LENDERS: THE BANK OF NOVA SCOTIA, individually and as a Lender, Lead Arranger and Administrative Agent By: /s/ Jed Richardson -------------------------- Name: Jed Richardson Title: Director S-2 AIMCO CDO SERIES 2000-A By: -------------------------- Name: Title: Notice Address: Allstate Investments, LLC 3075 Sanders Road, Suite G5D Northbrook, IL 60062-7127 Attention: Telefax: S-3 ALLSTATE LIFE INSURANCE COMPANY By: -------------------------- Name: Title: Notice Address: Allstate Investments, LLC 3075 Sanders Road, Suite G5D Northbrook, IL 60062-7127 Attention: Telefax: S-4 AMMC CDO I, LIMITED By: American Money Management Corp., as Collateral Manager By: /s/ David P. Meyer -------------------------- Name: David P. Meyer Title: Vice President Notice Address: American Money Management Corp. One East Fourth Street, 3rd Floor Cincinnati, OH 45202 Attention: Telefax: AMMC CDO II, LIMITED By: American Money Management Corp., as Collateral Manager By: /s/David P. Meyer -------------------------- Name: David P. Meyer Title: Vice President Notice Address: American Money Management Corp. One East Fourth Street, 3rd Floor Cincinnati, OH 45202 Attention: Telefax: S-5 BEAR STEARNS INVESTMENT PRODUCTS INC. By: /s/Gregory Hanley -------------------------- Name: Gregory Hanley Title: Vice President Notice Address: Bear Stearns Investment Products Inc. 245 Park Avenue New York, New York 10167 Attention: Telefax: S-6 BLACK DIAMOND CLO 1998-1 LTD. By: /s/Alan Corkish -------------------------- Name: Alan Corkish Title: Director Notice Address: Black Diamond Capital Management, L.L.C. 100 Field Drive, Suite 140 Lake Forest, IL 60045 Attention: Telefax: BLACK DIAMOND CLO 2000-1 LTD. By: /s/ Alan Corkish -------------------------- Name: Alan Corkish Title: Director Notice Address: Black Diamond Capital Management, L.L.C. 100 Field Drive, Suite 140 Lake Forest, IL 60045 Attention: Telefax: S-7 BLUE SQUARE FUNDING LIMITED SERIES 3 By: Bankers Trust Company, as Trustee By: -------------------------- Name: Title: Notice Address: Blue Square Funding Limited Series 3 c/o Bankers Trust Company, as Trustee 1761 E. Saint Andrew Place Santa Ana, CA 92705 Attention: Telefax: S-8 BLACK DIAMOND CAPITAL MANAGEMENT, LLC By: CANADIAN IMPERIAL BANK OF COMMERCE By: /s/ Stephanie DeVane -------------------------- Name: Stephanie DeVane Title: Authorized Signatory Notice Address: Canadian Imperial Bank of Commerce 425 Lexington Avenue New York, NY 10017 Attention: Telefax: S-9 CSAM FUNDING I By: -------------------------- Name: Title: Notice Address: CSAM Funding I 466 Lexington Avenue, 14th Floor New York, NY 10017 Attention: Judith Drummond Telefax: (713) 216-3572 S-10 FOOTHILL INCOME TRUST, L.P. By: /s/ R. Michael Bohannon -------------------------- Name: R. Michael Bohannon Title: Managing Member Notice Address: Foothill Income Trust, L.P. 2450 Colorado Avenue, Suite 3000 West Santa Monica, California 90404 Attention: Telefax: FOOTHILL INCOME TRUST II, L.P. By: /s/ R. Michael Bohannon -------------------------- Name: R. Michael Bohannon Title: Managing Member Notice Address: Foothill Income Trust, L.P. 2450 Colorado Avenue, Suite 3000 West Santa Monica, California 90404 Attention: Telefax: S-11 GLENEAGLES TRADING LLC By: /s/ Diana L. Mushill -------------------------- Name: Diana L. Mushill Title: Asst. Vice President Notice Address: Bank of America, N.A. 101 North Tryon Street, NC1-001-15-01 Charlotte, NC 28273 Attention: Telefax: S-12 HIGHLAND LEGACY LIMITED By: Highland Capital Management, L.P., As Collateral Manager By: /s/ Louis Koven -------------------------- Name: Louis Koven Title: Executive Vice President-CFO Notice Address: Highland Capital Management, L.P. 13455 Noel Road, Suite 1300 Dallas, TX 74250 Attention: Telefax: S-13 THE INTERNATIONAL COMMERCIAL BANK OF CHINA, NEW YORK AGENCY By: /s/ Wen-Hui Wang -------------------------- Name: Wen-Hui Wang Title: Assistant Vice President & Deputy General Manager Notice Address: International Commercial Bank of China New York Agency 65 Liberty Street New York, NY 10005 Attention: Telefax: S-14 KZH HIGHLAND-2 LLC By: /s/ Anthony Iarrobino -------------------------- Name: Anthony Iarrobino Title: Authorized Agent Notice Address: KZH Highland-2 LLC 140 E. 45th Street, 11th Floor New York, NY 10017 Attention: Telefax: S-15 LONG LANE MASTER TRUST IV By: /s/ Renee Nader -------------------------- Name: Renee Nader Title: Notice Address: Attention: Telefax: 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: Vice President Notice Address: National Westminster Bank PLC One East Fourth Street, 3rd Floor Cincinnati, OH 45202 Attention: Telefax: S-16 PAM CAPITAL FUNDING LP By: Highland Capital Management, L.P., As Collateral Manager By: /s/ Louis Koven -------------------------- Name: Louis Koven Title: Executive Vice President-CFO Notice Address: Highland Capital Management, L.P. 13455 Noel Road, Suite 1300 Dallas, TX 75240 Attention: Telefax: PINEHURST TRADING, INC. By: /s/ Diana L. Mushill -------------------------- Name: Diana L. Mushill Title: Asst. Vice President Notice Address: Bank of America, N.A. 101 North Tryon Street, NC1-001-15-01 Charlotte, NC 28273 Attention: Telefax: S-17 TRANSAMERICA LIFE INSURANCE COMPANY By: /s/John Bailey -------------------------- Name: John Bailey Title: Vice President Notice Address: Transamerica Life Insurance Company 4333 Edgewood Road NE Cedar Rapids, Iowa 52499 Attention: Telefax: S-18 TRS1 LLC By: /s/ Rosemary F. Dunne -------------------------- Name: Rosemary F. Dunne Title: Attorney-in-Fact Notice Address: Attention: Telefax: S-19