The new deal with the Adelson family requires it convert the6.5% convertible senior notes due 2013 into shares of the company'scommon stock at a conversion price equal to the public offeringprice of $5.50 per share. That would normally require approval ofstockholders according to the Shareholder Approval Policy of theNYSE but LV Sands is using an exception in the policy--that anydelay would seriously jeopardize the offering as well as thefinancial viability of the company--to avoid the extra step.

On Monday, one week after revealing that it was in danger ofdefaulting on $5.2 billion in credit facilities secured byits US operations, the company announced the haltof construction at its active development sites worldwidealong with weaker-than-expected third quarter results. In the US,the work stoppage includes the $600-million, 50-story condo towerit has been constructing on the Las Vegas Strip, in front of itsnew Palazzo resort, as well as everything except the casino at its$700-million, 124-acre Sands Bethlehem development inPennsylvania.

Internationally, it includes its $11-billion Cotai Stripdevelopment in Macau, putting at risk its control over the entireproject--including the properties it has already built--if itcannot extend the construction deadlines in its developmentagreement with the Macau government and obtain additionalfinancing. Macau chief executive Edmund Ho Hau-wah said yesterdaythat the Macau government will not be assisting Las Vegas SandsCorp. through its financial situation.