To avoid breaching the maximum leverage ratio in the thirdquarter Las Vegas Sands completed a private placement of$475 million in convertible senior notes with its principalstockholder chairman Sheldon Adelson and his family. Between thenand now, the company revealed that it is working with its financialadviser "to develop and implement a capital raising program thatwould be sufficient to address our current and anticipated fundingneeds."

In order to comply in the fourth quarter and beyond, the companysays it will need to do one or more of the following: decrease therate of spending on its development projects; obtain additionalfinancing at the parent company level, the proceeds from whichcould be used to reduce our Las Vegas operations' net debt; orincrease adjusted EBITDA at its Las Vegas properties, which couldbe achieved by contributing up to $50 million of capital perquarter from cash on hand.

If none of those things occur, and the company cannot obtainwaivers or amendments to its domestic credit facilities the companywould be in default, which would in turn trigger cross-defaultsunder its airplane financings and convertible senior notes. Lenderscould then accelerate the indebtedness outstanding. If the companycould not refinance any of the amounts, it also would be precludedfrom accessing any available borrowings.