as Borrower
as Administrative Agent and Collateral Agent
as Joint Lead Arrangers
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LAS VEGAS SANDS, LLC | ||||
By: | /s/ Kenneth J. Kay | |||
Name: | Kenneth J. Kay | |||
Title: | Sr. Vice President & CFO | |||
VENETIAN CASINO RESORT, LLC | ||||||||
By: | Las Vegas Sands, LLC, | |||||||
its Managing Member | ||||||||
By: | /s/ Kenneth J. Kay | |||||||
Name: | Kenneth J. Kay | |||||||
Title: | Sr. Vice President & CFO |
VENETIAN TRANSPORT LLC | ||||||||
By: | Las Vegas Sands, LLC, | |||||||
its Member | ||||||||
By: | /s/ Kenneth J. Kay | |||||||
Name: | Kenneth J. Kay | |||||||
Title: | Sr. Vice President & CFO |
PALAZZO CONDO TOWER, LLC | ||||||||
By: | Venetian Casino Resort, LLC, | |||||||
its Manager | ||||||||
By: | Las Vegas Sands, LLC, | |||||||
its Managing Member | ||||||||
By: | /s/ Kenneth J. Kay | |||||||
Name: | Kenneth J. Kay | |||||||
Title: | Sr. Vice President & CFO |
LIDO INTERMEDIATE HOLDING COMPANY, LLC | ||||||||
MALL INTERMEDIATE HOLDING COMPANY, LLC | ||||||||
By: | Venetian Casino Resort, LLC, | |||||||
their Member | ||||||||
By: | Las Vegas Sands, LLC, | |||||||
its Managing Member | ||||||||
By: | /s/ Kenneth J. Kay | |||||||
Name: | Kenneth J. Kay | |||||||
Title: | Sr. Vice President & CFO |
LIDO CASINO RESORT HOLDING COMPANY, LLC | ||||||||
By: | Lido Intermediate Holding Company, LLC, | |||||||
its Member | ||||||||
By: | Venetian Casino Resort, LLC, | |||||||
its Member | ||||||||
By: | Las Vegas Sands, LLC, | |||||||
its Managing Member | ||||||||
By: | /s/ Kenneth J. Kay | |||||||
Name: | Kenneth J. Kay | |||||||
Title: | Sr. Vice President & CFO |
PHASE II MALL HOLDING, LLC | ||||||||
By: | Lido Casino Resort Holding Company, LLC, | |||||||
its Manager | ||||||||
By: | Lido Intermediate Holding Company, LLC, | |||||||
its Member | ||||||||
By: | Venetian Casino Resort, LLC, | |||||||
its Member | ||||||||
By: | Las Vegas Sands, LLC, | |||||||
its Managing Member | ||||||||
By: | /s/ Kenneth J. Kay | |||||||
Name: | Kenneth J. Kay | |||||||
Title: | Sr. Vice President & CFO |
LVS MANAGEMENT SERVICES, LLC | ||||
By: | /s/ Kenneth J. Kay | |||
Name: | Kenneth J. Kay | |||
Title: | Manager | |||
SANDS EXPO & CONVENTION CENTER, INC. | ||||
By: | /s/ Kenneth J. Kay | |||
Name: | Kenneth J. Kay | |||
Title: | Sr. Vice President & CFO | |||
SANDS PENNSYLVANIA, INC. | ||||
By: | /s/ Kenneth J. Kay | |||
Name: | Kenneth J. Kay | |||
Title: | Sr. Vice President & CFO | |||
VENETIAN MARKETING, INC. | ||||
By: | /s/ Kenneth J. Kay | |||
Name: | Kenneth J. Kay | |||
Title: | Sr. Vice President & CFO | |||
LVS (NEVADA) INTERNATIONAL HOLDINGS, INC. | ||||
By: | /s/ Kenneth J. Kay | |||
Name: | Kenneth J. Kay | |||
Title: | Treasurer | |||
THE BANK OF NOVA SCOTIA, as Administrative Agent, Collateral Agent, Swing Line Lender, Issuing Bank and a Lender | ||||
By: | /s/ Annabella Guo | |||
Name: | Annabella Guo | |||
Title: | Director | |||
o | A. | CONSENT WITHOUT EXTENDING: | ||||
B. | CONSENT AND EXTEND: | |||||
o | (i) | REVOLVING EXPOSURE | ||||
o | (ii) | TERM LOAN EXPOSURE |
Name of Institution: | ||
by | ||||
Name: | ||||
Title: | ||||
For any Lender requiring a second signature line: | ||||
by | ||||
Name: | ||||
Title: |
CREDIT AND GUARANTY AGREEMENT
as Borrower
as Guarantors,
as Joint Lead Arranger and Syndication Agent,
as Joint Lead Arranger and Syndication Agent,
as Administrative Agent and Collateral Agent
as Documentation Agents
Page | ||||
SECTION 1. DEFINITIONS AND INTERPRETATION | 2 | |||
1.1. Definitions | 2 | |||
1.2. Accounting Terms | 48 | |||
1.3. Interpretation, etc. | 49 | |||
1.4. Pro Forma Calculations | 49 | |||
SECTION 2. LOANS AND LETTERS OF CREDIT | 50 | |||
2.1. Term Loans | 50 | |||
2.2. Revolving Loans | 51 | |||
2.3. Swing Line Loans | 52 | |||
2.4. Issuance of Letters of Credit and Purchase of Participations Therein | 54 | |||
2.5. Pro Rata Shares; Availability of Funds | 58 | |||
2.6. Use of Proceeds | 59 | |||
2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes | 59 | |||
2.8. Interest on Loans | 60 | |||
2.9. Conversion/Continuation | 62 | |||
2.10. Default Interest | 63 | |||
2.11. Fees | 63 | |||
2.12. Scheduled Payments/Commitment Reductions | 65 | |||
2.13. Voluntary Prepayments/Commitment Reductions | 68 | |||
2.14. Mandatory Prepayments/Commitment Reductions | 69 | |||
2.15. Application of Prepayments/Reductions | 71 | |||
2.16. General Provisions Regarding Payments | 72 | |||
2.17. Ratable Sharing | 73 | |||
2.18. Making or Maintaining Eurodollar Rate Loans | 74 | |||
2.19. Increased Costs; Capital Adequacy | 76 | |||
2.20. Taxes; Withholding, etc. | 77 | |||
2.21. Obligation to Mitigate | 80 | |||
2.22. Defaulting Lenders | 81 | |||
2.23. Removal or Replacement of a Lender | 81 | |||
2.24. Incremental Facilities | 82 | |||
SECTION 3. CONDITIONS PRECEDENT | 85 | |||
3.1. Conditions to Effectiveness | 85 | |||
3.2. Conditions to the Making of Loans | 85 | |||
3.3. Conditions to Letters of Credit | 86 | |||
SECTION 4. REPRESENTATIONS AND WARRANTIES | 87 | |||
4.1. Organization; Requisite Power and Authority; Qualification | 87 | |||
4.2. Equity Interests and Ownership | 87 | |||
4.3. Due Authorization | 87 | |||
4.4. No Conflict | 88 | |||
4.5. Governmental Consents | 88 | |||
4.6. Binding Obligation | 88 |
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4.7. Historical Financial Statements | 88 | |||
4.8. Projections | 89 | |||
4.9. No Material Adverse Change | 89 | |||
4.10. Adverse Proceedings, etc. | 89 | |||
4.11. Payment of Taxes | 89 | |||
4.12. Properties | 89 | |||
4.13. Environmental Matters | 90 | |||
4.14. No Defaults | 90 | |||
4.15. Material Contracts | 91 | |||
4.16. Governmental Regulation | 91 | |||
4.17. Margin Stock | 91 | |||
4.18. Employee Matters | 91 | |||
4.19. Employee Benefit Plans | 92 | |||
4.20. Certain Fees | 92 | |||
4.21. Solvency | 92 | |||
4.22. Matters Relating to Collateral | 92 | |||
4.23. Compliance with Statutes, etc. | 93 | |||
4.24. Disclosure | 93 | |||
4.25. Patriot Act | 93 | |||
SECTION 5. AFFIRMATIVE COVENANTS | 94 | |||
5.1. Financial Statements and Other Reports | 94 | |||
5.2. Existence | 99 | |||
5.3. Payment of Taxes and Claims | 99 | |||
5.4. Maintenance of Properties | 99 | |||
5.5. Insurance | 100 | |||
5.6. Books and Records; Inspections | 100 | |||
5.7. Lenders Meetings | 100 | |||
5.8. Compliance with Laws | 100 | |||
5.9. Environmental | 101 | |||
5.10. Compliance with Material Contracts | 102 | |||
5.11. Subsidiaries | 102 | |||
5.12. Additional Material Real Estate Assets | 102 | |||
5.13. FF&E | 102 | |||
5.14. [Intentionally Omitted] | 102 | |||
5.15. Further Assurances | 103 | |||
5.16. Maintenance of Ratings | 103 | |||
5.17. PA Sale Proceeds | 103 | |||
5.18. Real Estate Matters | 103 | |||
SECTION 6. NEGATIVE COVENANTS | 104 | |||
6.1. Indebtedness | 104 | |||
6.2. Liens and Other Matters | 107 | |||
6.3. Investments; Joint Ventures; Formation of Subsidiaries | 110 | |||
6.4. Restrictions on Subsidiary Distributions | 113 | |||
6.5. Restricted Payments | 113 | |||
6.6. Financial Covenants | 116 |
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6.7. Fundamental Changes; Disposition of Assets | 116 | |||
6.8. Sale and Leasebacks | 119 | |||
6.9. Transactions with Shareholders and Affiliates | 120 | |||
6.10. Disposal of Subsidiary Stock | 121 | |||
6.11. Conduct of Business | 121 | |||
6.12. Certain Restrictions on Changes to Certain Documents | 122 | |||
6.13. Fiscal Year | 122 | |||
6.14. No Joint Assessment | 122 | |||
6.15. No Further Negative Pledge | 123 | |||
6.16. Restrictions Regarding PA Subsidiaries | 123 | |||
SECTION 7. GUARANTY | 124 | |||
7.1. Guaranty of the Secured Obligations | 124 | |||
7.2. Contribution by Guarantors | 124 | |||
7.3. Payment by Guarantors | 125 | |||
7.4. Liability of Guarantors Absolute | 125 | |||
7.5. Waivers by Guarantors | 127 | |||
7.6. Guarantors’ Rights of Subrogation, Contribution, etc. | 128 | |||
7.7. Subordination of Other Obligations | 128 | |||
7.8. Continuing Guaranty | 128 | |||
7.9. Authority of Guarantors or Borrower | 129 | |||
7.10. Financial Condition of Borrower | 129 | |||
7.11. Bankruptcy, etc. | 129 | |||
7.12. Discharge of Guaranty Upon Sale of Guarantor | 130 | |||
SECTION 8. EVENTS OF DEFAULT | 130 | |||
8.1. Events of Default | 130 | |||
SECTION 9. AGENTS | 135 | |||
9.1. Appointment of Agents | 135 | |||
9.2. Powers and Duties | 135 | |||
9.3. General Immunity | 135 | |||
9.4. Agents Entitled to Act as Lender | 137 | |||
9.5. Lenders’ Representations, Warranties and Acknowledgment | 137 | |||
9.6. Right to Indemnity | 138 | |||
9.7. Successor Administrative Agent, Collateral Agent and Swing Line Lender | 138 | |||
9.8. Collateral Documents and Guaranty | 139 | |||
9.9. Withholding Taxes | 141 | |||
9.10. Intercreditor Agreements | 141 | |||
SECTION 10. MISCELLANEOUS | 141 | |||
10.1. Notices | 141 | |||
10.2. Expenses | 142 | |||
10.3. Indemnity | 143 | |||
10.4. Set-Off | 144 | |||
10.5. Amendments and Waivers | 144 | |||
10.6. Successors and Assigns; Participations | 147 |
iii
10.7. Independence of Covenants | 155 | |||
10.8. Survival of Representations, Warranties and Agreements | 155 | |||
10.9. No Waiver; Remedies Cumulative | 155 | |||
10.10. Marshalling; Payments Set Aside | 155 | |||
10.11. Severability | 156 | |||
10.12. Obligations Several; Independent Nature of Lenders’ Rights | 156 | |||
10.13. Headings | 156 | |||
10.14. APPLICABLE LAW | 156 | |||
10.15. CONSENT TO JURISDICTION | 156 | |||
10.16. WAIVER OF JURY TRIAL | 157 | |||
10.17. Confidentiality | 157 | |||
10.18. Usury Savings Clause | 158 | |||
10.19. Counterparts | 158 | |||
10.20. Effectiveness | 159 | |||
10.21. Patriot Act | 159 | |||
10.22. Electronic Execution of Assignments | 159 | |||
10.23. Gaming Authorities | 159 | |||
10.24. Harrah’s Shared Garage Lease | 159 | |||
10.25. Certain Matters Affecting Lenders | 160 | |||
10.26. Effect of Restatement | 160 | |||
10.27. No Fiduciary Duties | 161 |
iv
APPENDICES: | A-1 | Intentionally Omitted | ||
A-2 | Intentionally Omitted | |||
A-3 | Intentionally Omitted | |||
A-4 | Revolving Commitments | |||
B | Notice Addresses | |||
C | Outline of Auction Mechanics | |||
D | Form of Auction Certificate | |||
SCHEDULES: | 4.2 | Equity Interests and Ownership | ||
4.5 | Governmental Consents | |||
4.12 | Material Real Estate Assets and Leases | |||
4.15 | Material Contracts | |||
4.22(b) | Permits | |||
6.1 | Certain Indebtedness | |||
6.2 | Certain Liens | |||
6.3 | Certain Investments | |||
6.9 | Certain Affiliate Transactions | |||
6.9(q) | Rates of Exchange | |||
EXHIBITS: | A | Assignment Agreement | ||
B | Certificate Re Non-bank Status | |||
C | Intentionally Omitted | |||
D | Compliance Certificate | |||
E | Conversion/Continuation Notice | |||
F | Counterpart Agreement | |||
G-1 | Form Deed of Trust (Venetian Site) | |||
G-2 | Form Deed of Trust (Palazzo Site) | |||
G-3 | Form Deed of Trust (Central Park West Site) | |||
G-4 | Form Deed of Trust (SECC Site) | |||
G-5 | Form Deed of Trust (Palazzo Mall Site) | |||
H-1 | Delayed Draw I Term Loan Note | |||
H-2 | Revolving Loan Note | |||
H-3 | Swingline Note | |||
H-4 | Tranche B Term Loan Note | |||
H-5 | Delayed Draw II Term Loan Note | |||
H-6 | Form of First Lien Intercreditor Agreement | |||
I | Funding Notice | |||
J | Intercompany Note | |||
K | Issuance Notice | |||
L | Joinder Agreement | |||
M | Security Agreement | |||
N | Intentionally Omitted | |||
O | Subordination, Non-Disturbance and Attornment | |||
P-1 | Form of Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP | |||
P-2 | Form of Opinion of Lionel Sawyer & Collins | |||
P-3 | Form of Opinion of Duane Morris | |||
Q | Perfection Certificate | |||
R | Solvency Certificate |
v
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3
Applicable | ||||||||||||
Applicable Margin | Revolving | |||||||||||
Corporate | for Original | Commitment Fee | ||||||||||
Levels | Ratings | Revolving Loans | Percentage | |||||||||
I | At least Ba1 and BB+ | 1.00 | % | 0.25 | % | |||||||
II | Less than Ba1 and BB+, but at least Ba2 and BB | 1.25 | % | 0.375 | % | |||||||
III | Less than Ba2 and BB or no Corporate Rating | 1.50 | % | 0.375 | % |
Applicable | ||||||||||||
Applicable Margin | Revolving | |||||||||||
Corporate | for Extended | Commitment Fee | ||||||||||
Levels | Ratings | Revolving Loans | Percentage | |||||||||
I | At least Ba1 and BB+ | 1.75 | % | 0.375 | % | |||||||
II | Less than Ba1 and BB+, but at least Ba2 and BB | 2.00 | % | 0.50 | % | |||||||
III | Less than Ba2 and BB or no Corporate Rating | 2.25 | % | 0.50 | % |
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(1) | if a Base Rate Loan, at the Base Rateplus the Applicable Margin; or | ||
(2) | if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rateplus the Applicable Margin; |
(1) | if a Base Rate Loan, at the Base Rateplus the Applicable Margin; or | ||
(2) | if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rateplus the Applicable Margin per annum. |
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Original Tranche B | ||||
Amortization | Term Loan | |||
Date | Installments | |||
September 30, 2010 | $ | 1,881,943.93 | ||
December 31, 2010 | $ | 1,881,943.93 | ||
March 31, 2011 | $ | 1,881,943.93 | ||
June 30, 2011 | $ | 1,881,943.93 | ||
September 30, 2011 | $ | 1,881,943.93 | ||
December 31, 2011 | $ | 1,881,943.93 | ||
March 31, 2012 | $ | 1,881,943.93 | ||
June 30, 2012 | $ | 1,881,943.93 | ||
September 30, 2012 | $ | 1,881,943.93 | ||
December 31, 2012 | $ | 1,881,943.93 | ||
March 31, 2013 | $ | 1,881,943.93 | ||
June 30, 2013 | $ | 1,881,943.93 | ||
September 30, 2013 | $ | 1,881,943.93 | ||
December 31, 2013 | $ | 1,881,943.93 | ||
March 31, 2014 | $ | 1,881,943.93 | ||
Original Tranche B Term Loan Maturity Date | $ | 724,548,414.69 |
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Amortization | Delayed Draw I Term | |||
Date | Loan Installments | |||
September 30, 2010 | $ | 386,077.77 | ||
December 31, 2010 | $ | 386,077.77 | ||
March 31, 2011 | $ | 386,077.77 | ||
June 30, 2011 | $ | 386,077.77 | ||
September 30, 2011 | $ | 386,077.77 | ||
December 31, 2011 | $ | 386,077.77 | ||
March 31, 2012 | $ | 386,077.77 | ||
June 30, 2012 | $ | 386,077.77 | ||
September 30, 2012 | $ | 386,077.77 | ||
December 31, 2012 | $ | 386,077.77 | ||
March 31, 2013 | $ | 386,077.77 | ||
June 30, 2013 | $ | 386,077.77 | ||
September 30, 2013 | $ | 386,077.77 | ||
December 31, 2013 | $ | 386,077.77 | ||
March 31, 2014 | $ | 386,077.77 | ||
Original Delayed Draw I Term Loan Maturity Date | $ | 148,639,942.03 |
Delayed Draw II | ||||
Amortization | Term Loan | |||
Date | Installments | |||
September 30, 2010 | $ | 192,727.62 | ||
December 31, 2010 | $ | 192,727.62 | ||
March 31, 2011 | $ | 192,727.62 | ||
June 30, 2011 | $ | 192,727.62 | ||
September 30, 2011 | $ | 192,727.62 | ||
December 31, 2011 | $ | 192,727.62 | ||
March 31, 2012 | $ | 192,727.62 | ||
June 30, 2012 | $ | 192,727.62 | ||
September 30, 2012 | $ | 192,727.62 | ||
December 31, 2012 | $ | 192,727.62 | ||
March 31, 2013 | $ | 192,727.62 | ||
Original Delayed Draw II Term Loan Maturity Date | $ | 74,971,043.69 |
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(1) | with respect to Base Rate Loans, Borrower may prepay any such Loans on any Business Day in whole or in part, in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount; | ||
(2) | with respect to Eurodollar Rate Loans, Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount; and | ||
(3) | with respect to Swing Line Loans, Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $500,000, and in integral multiples of $100,000 in excess of that amount. |
(1) | upon not less than one Business Day’s prior written or telephonic notice in the case of Base Rate Loans; | ||
(2) | upon not less than three Business Days’ prior written or telephonic notice in the case of Eurodollar Rate Loans; and | ||
(3) | upon written or telephonic notice on the date of prepayment, in the case of Swing Line Loans; |
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(1) | the representations and warranties contained herein and in the other Credit Documents shall be true, correct and complete in all material respects on and as of that Credit 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 such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; | ||
(2) | no event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Funding Notice that would constitute an Event of Default or a Potential Event of Default; and | ||
(3) | no order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Credit Date. |
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Fiscal Quarter | Leverage Ratio | |||
July 1, 2010 – June 30, 2011 | 6.50:1.00 | |||
July 1, 2011 – December 31, 2011 | 6.00:1.00 | |||
January 1, 2012 – June 30, 2012 | 5.50:1.00 | |||
July 1, 2012 and thereafter | 5.00:1.00 |
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TO CREDIT AND GUARANTY AGREEMENT
TO CREDIT AND GUARANTY AGREEMENT
TO CREDIT AND GUARANTY AGREEMENT
TO CREDIT AND GUARANTY AGREEMENT
Original Revolving | Extended Revolving | |||||||||||
Lender | Commitment | Commitment | Pro Rata Share | |||||||||
TO CREDIT AND GUARANTY AGREEMENT
TO CREDIT AND GUARANTY AGREEMENT
Purchaser | LVSC (the “Purchaser”). | |
Term Loans | All Term Loans stipulated by the Purchaser in the Offer Document. | |
The Purchase Offer | The Purchaser may offer to purchase from Lenders, at any time prior to September 30, 2010, any and all of the Term Loans that are specified by the Purchaser in the Offer Document (each such offer, a “Purchase Offer”); provided, however, that all Purchase Offers shall commence and be completed on or prior to September 30, 2010. | |
The Purchaser may make a Purchase Offer to purchase (a) an aggregate principal amount of Term Loans or (b) one or more specified tranche(s) of Term Loans without making a Purchase Offer to purchase any other tranche(s) of Term Loans. No Purchase Offer is conditioned on a minimum amount of Term Loans being offered by Lenders for sale (except to the extent that each Lender’s tender is subject to the requirements set forth below under the caption “Minimum Assignment Amount”). In the event that the aggregate principal amount of all Term Loans or one or more specified tranche(s) of Term Loans, as the case may be, for which validly tendered Sale Offers (defined below) have been received is equal to or less than the relevant Maximum Offer Amount (defined below), the Purchaser will, subject to the conditions in the relevant Offer, purchase, by transmitting the agreed form of Purchase Consideration specified in the applicable Offer Document directly to each successful Participating Lender (defined below), all of such Term Loans validly tendered within the Discount Range (defined below) (without proration) at the respective applicable Bid Price (defined below) for each tendering Lender (each, a “Participating Lender” and, collectively, the “Participating Lenders”). |
In the event that the aggregate principal amount of all Term Loans or one or more specified tranche(s) of Term Loans, as the case may be, for which validly tendered Sale Offers have been received exceeds the relevant Maximum Offer Amount, the Purchaser will purchase, by transmitting the agreed form of Purchase Consideration specified in the applicable Offer Document directly to each successful Participating Lender, all of such Term Loans validly tendered (A) below the Applicable Threshold Price (defined below), without proration at the applicable Bid Price, and (B) at the Applicable Threshold Price, on a pro rata basis based upon the respective principal amounts of Term Loans or one or more specified tranche(s) of Term Loans, as applicable, validly tendered at the Applicable Threshold Price up to the relevant Maximum Offer Amount at the Applicable Threshold Price. | ||
Maximum Offer Amount | The maximum offer amount (the “Maximum Offer Amount”) with respect to any Purchase Offer shall be the aggregate stated principal amount of Term Loans that the Purchaser is willing to purchase, as specified in such Offer Document. In no event may the Maximum Offer Amount exceed the Buyback Cap (defined below) less any Term Loans purchased by the Purchaser pursuant to a previous Purchase Offer. | |
Minimum Assignment Amount | The aggregate stated principal amount of all Term Loans assigned to the Purchaser by a Participating Lender in response to the Purchase Offers contained in a single Offer Document shall not be less than $1,000,000 in the aggregate for all tranches of Term Loans Offered by such Lender in such Offer Document, which amount shall be reduced to the extent necessary to reflect (a) the fact that such assignment includes all Term Loans of such tranche held by the assigning Participating Lender and (b) the proration of such tranche of Term Loans offered by the assigning Participating Lender in the event a pro rata allocation is made (the “Minimum Assignment Amount”). | |
Buy Back Cap | No more than $800,000,000 in aggregate stated principal amount of Term Loans may be purchased by the Purchaser in total pursuant to all Purchase Offers (the “Buyback Cap”). | |
Applicable Threshold Price | The Purchaser shall conduct its Purchase Offers for Term Loans through a modified Dutch auction pursuant to which each Participating Lender shall select the price, within a price range specified by the Purchaser in the Offer Document (the “Discount Range”), at which such Participating Lender is willing to sell its applicable tranche(s) of Term Loans. The Purchaser will not have any obligation to purchase any Term Loans outside of the applicable Discount Range nor will any such Sale Offers tendered outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price or satisfaction of the Maximum Offer Amount. | |
The Auction Manager, in consultation with the Purchaser, will calculate the lowest purchase price for the Term Loans or for the specified tranche(s) of Term Loans, as the case may be, for each Purchase Offer (the “Applicable Threshold Price”) that will allow the Purchaser to purchase the relevant Maximum Offer Amount at prices not greater than the applicable Maximum Purchase Price nor less than the applicable Minimum Purchase Price (as such terms are defined in the applicable Offer Document) per $1,000 stated principal amount for such Term Loans. |
Sale Offers, Auction Assignment Agreements, Setting the Bid Price | Each Participating Lender must indicate in its sale offer in the form supplied by the Auction Manager in the Offer Document (the “Sale Offer”) the price (the “Bid Price”), in multiples of $5 per $1,000 stated principal amount, at which such Participating Lender wishes to offer its Term Loans for sale to the Purchaser. The Bid Price shall be reflected in the Auction Assignment Agreement that effects the assignment of any such Sale Offer that is successful. Each of the Purchaser and each Participating Lender acknowledges and agrees that, in addition to the Applicable Threshold Price, the Purchaser shall pay by transmitting the agreed form of Purchase Consideration specified in the applicable Offer Document directly to each successful Participating Lender all unpaid interest, if any, accrued on the purchased Term Loans subject to such Sale Offer to but excluding the Auction Purchase Effective Date applicable thereto. Purchaser will not be required to, and shall not, purchase any Term Loans for which the Bid Price in the applicable Sale Offer exceeds the Applicable Threshold Price. | |
No Participating Lender is required to tender all of its Term Loans, nor is it required to tender all of its Term Loans of a specified tranche, at a single price; provided, however, that each Participating Lender may offer its Term Loans of a specified tranche at no more than three different prices in any Sale Offer. Each Participating Lender may tender different portions of any given tranche of its Term Loans at different prices; provided that to the extent a Participating Lender tenders different portions of any given tranche of its Term Loans at different prices as provided above, each such tender will constitute a separate Sale Offer, each of which will not be contingent on any other Sale Offers by such Participating Lender; provided, further, that no Participating Lender may offer to sell any tranche of Term Loans in an amount that exceeds the aggregate principal amount of such tranche of Term Loans held by such Participating Lender. | ||
Expiration Time | 1:00 p.m. (New York City time) on the date stipulated by the Purchaser in the Offer Document when each applicable Purchase Offer will expire, as such Expiration Time may be extended pursuant to Section 10.6(j)(ix) of the Credit Agreement. | |
Conditions to Acceptance of the Purchase Offer | (i) Delivery to the Auction Manager prior to the Expiration Time of a validly executed (a) Sale Offer, (b) Auction Assignment Agreement and (ii) the satisfaction of any other conditions to LVSC’s obligation to purchase set forth in the relevant Offer. |
No Withdrawal Rights | The Participating Lenders do not have any withdrawal rights pursuant to any Sale Offer. Any Sale Offer delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, a Sale Offer may become void if the conditions to the purchase of Term Loans by the Purchaser required by the terms and conditions of Section 10.6(j) of the Credit Agreement are not met. | |
Unpurchased Term Loans | All Term Loans not purchased pursuant to the Offer Document will remain outstanding in accordance with their terms. | |
Notifications | The Auction Manager (in consultation with the Purchaser) will determine any proration factor and will (or Administrative Agent will) announce via IntraLinks/IntraAgency or another substantially equivalent website by 5:00 p.m. (New York City time) on the same day as the applicable Expiration Time (a) such proration factor and (b) the Applicable Threshold Price. The Auction Manager’s determination of the proration factor and the Applicable Threshold Price will be final and binding on the Participating Lenders. | |
Miscellaneous | All questions as to the form of documents and validity and eligibility (including time of receipt) of Term Loans that are the subject of a Sale Offer will be determined by the Purchaser and the Auction Manager and their determination will be final and binding. The Purchaser’s and the Auction Manager’s interpretation of the terms and conditions of the Offer Document will be final and binding. |
TO CREDIT AND GUARANTY AGREEMENT
New York, New York 10004
LAS VEGAS SANDS CORP. | ||||
By: | ||||
Name: | ||||
Title: | ||||
CREDIT AND GUARANTY AGREEMENT
1. | Assignor: | |||||||
2. | Assignee: | |||||||
[and is an Affiliate/Eligible Assignees1] | ||||||||
3. | Borrower: | Las Vegas Sands, LLC |
1 | Select as applicable. |
EXHIBIT A-1
4. | Administrative Agent: The Bank of Nova Scotia, as the administrative agent under the Credit Agreement | |
5. | Credit Agreement: The $5,000,000,000 Credit and Guaranty Agreement dated as of May 23, 2007 among Las Vegas Sands, LLC, the Lenders parties thereto, The Bank of Nova Scotia, as Administrative Agent, and the other agents parties thereto | |
6. | Assigned Interest: |
Aggregate Amount of | Amount of | Percentage Assigned | ||||||||||
Commitment/Loans | Commitment/Loans | of | ||||||||||
Facility Assigned | for all Lenders | Assigned | Commitment/Loans2 | |||||||||
3 | $ | $ | $ | % | ||||||||
$ | $ | $ | % | |||||||||
$ | $ | $ | % |
7. | Notice and Wire Instructions: |
[NAME OF ASSIGNOR] | [NAME OF ASSIGNEE] | |
Notices: | Notices: | |
Attention: | Attention: | |
Telecopier: | Telecopier: |
2 | Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. | |
3 | Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Original Revolving Loan”, “Original Term Loan”, etc.). |
with a copy to: | with a copy to: | |
Attention: | Attention: | |
Telecopier: | Telecopier: | |
Wire Instructions: | Wire Instructions: |
ASSIGNOR [NAME OF ASSIGNOR] | ||||
By: | ||||
Title: | ||||
ASSIGNEE [NAME OF ASSIGNEE] | ||||
By: | ||||
Title: |
[Consented to and]4 Accepted: | ||||
THE BANK OF NOVA SCOTIA, as Administrative Agent | ||||
By: | ||||
[Consented to:]5 | ||||
LAS VEGAS SANDS, LLC | ||||
By: | ||||
4 | To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. | |
5 | To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. |
AND ASSUMPTION AGREEMENT
1. | Representations and Warranties. |
1.1 | Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment, or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document. | ||
1.2 | Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) it has experience and expertise in the making of or investing in loans such as the Loans, (iv) it has acquired the Assigned Interest for its own account in the ordinary course of its business and without a view to distribution of the Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws, (v) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (vi) it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision, and (vii) if it is a Non-US Lender, attached to the Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at that time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender. |
2. | Payments. All payments with respect to the Assigned Interests shall be made on the Effective Date as follows: |
2.1 | With respect to Assigned Interests for Term Loans, unless notice to the contrary is delivered to the Lender from the Administrative Agent, payment to the Assignor by the Assignee in respect of the Assigned Interest shall include such compensation to the Assignor as may be agreed upon by the Assignor and the Assignee with respect to all unpaid interest which has accrued on the Assigned Interest to but excluding the Effective Date. On and after the applicable Effective Date, the Assignee shall be entitled to receive all interest paid or payable with respect to the Assigned Interest, whether such interest accrued before or after the Effective Date. | ||
2.2 | With respect to Assigned Interests for Revolving Loans, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date. |
3. | General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to conflict of laws principles thereof. |
CREDIT AND GUARANTY AGREEMENT
[NAME OF LENDER] | ||||
By: | ||||
Name: | ||||
Title: |
CREDIT AND GUARANTY AGREEMENT
CREDIT AND GUARANTY AGREEMENT
LAS VEGAS SANDS, LLC | ||||
By: | ||||
Name: | ||||
Title: | Chief Financial Officer |
COMPLIANCE CERTIFICATE
1.Consolidated Adjusted EBITDA:(i) — (ii)= | $ | [____,____,____] | ||
(i) (a) Consolidated Net Income: | $ | [____,____,____] | ||
(b) Consolidated Interest Expense: | $ | [____,____,____] | ||
(c) provisions for taxes based on income to the extent deducted in calculating Consolidated Net Income: | $ | [____,____,____] | ||
(d) total depreciation expense: | $ | [____,____,____] | ||
(e) total amortization expense: | $ | [____,____,____] | ||
(f) total pre-opening and development expenses: | $ | [____,____,____] | ||
(g) total amortization of deferred gain and deferred rent incurred as a result of the sale of the retail mall space within the Venetian Facility: | $ | [____,____,____] | ||
(h) other non-cash items reducing Consolidated Net Income1: | $ | [____,____,____] | ||
(ii) other non-cash items increasing Consolidated Net Income2: | $ | [____,____,____] | ||
2.Consolidated Interest Expense: | $ | [____,____,____] |
1 | Excluding any such non-cash item to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a non-extraordinary cash item prepaid in the ordinary course of business in a prior period. | |
2 | Excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash item in any prior period. |
3.Consolidated Net Income:(i) — (ii)= | $ | [____,____,____] | ||
(i) the net income (or loss) of the Credit Parties on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP and before any reduction in respect of preferred stock dividends: | $ | [____,____,____] | ||
(ii) (a) the income (or loss) of any Person (other than a Credit Party or a Restaurant Joint Venture),except to the extent of the amount of dividends or other distributions actually paid to the Credit Parties by such Person during such period: | $ | [____,____,____] | ||
(b) any amounts accrued that are paid or payable to managers of Restaurant Joint Ventures as management fees, or to equity owners (other than Credit Parties) in Restaurant Joint Ventures in accordance with their percentage of Equity Interests therein: | $ | [____,____,____] | ||
(c) the income (or loss) of any Person accrued prior to the date it is merged into or consolidated with Borrower or any other Credit Party or that Person’s assets are acquired by Borrower or any other Credit Party: | $ | [____,____,____] | ||
(d) any after-tax gains or losses attributable to (i) Asset Sales consummated pursuant to Section 6.7(a), (d), (q) or (r), (ii) returned surplus assets of any Pension Plan or (iii) the disposition of any Securities or the extinguishment of any Indebtedness of any Person or any of its restricted subsidiaries: | $ | [____,____,____] |
(e) dividends or distributions from any Excluded Subsidiary to Borrower or any other Credit Party which are used to fund their share of any applicable tax payments to be made under the Tax Sharing Agreement: | $ | [____,____,____] | ||
(f) the effect of non-cash accounting adjustments resulting from a change in the tax status of a flow-through tax entity to a “C-corporation” or other entity taxed similarly: | $ | [____,____,____] | ||
(g) any net extraordinary gains or net extraordinary losses: | $ | [____,____,____] | ||
(h) any refinancing (or, in the case of the Amendment Agreement, transaction) costs, amortization or charges (including premiums, costs, amortization and charges associated with the Amendment Agreement and the transactions contemplated thereby or any permitted refinancing of the New Senior Secured Notes, the LVSC Notes or any of the Obligations): | $ | [____,____,____] | ||
4.Consolidated Total Debt:(i) + (ii) — (iii)= | $ | [____,____,____] | ||
(i) the aggregate stated balance sheet amount of all Indebtedness of the Credit Parties (other than any Shareholder Subordinated Indebtedness), determined on a consolidated basis in accordance with GAAP: | $ | [____,____,____] | ||
(ii) all Indebtedness of LVSC that is guaranteed by the Credit Parties: | $ | [____,____,____] | ||
(iii) the aggregate stated balance sheet amount of unrestricted Cash and Cash Equivalents (including, in any event, deposits received from Palazzo Condo Tower Sales) of the Credit Parties in excess of $75,000,000 determined on a consolidated basis in accordance with GAAP as of such date: | $ | [____,____,____] |
5.Consolidated Interest Coverage Ratio:(i)/(ii)= | ||||
(i) Consolidated Adjusted EBITDA for the four-Fiscal Quarter Period then ended: | $ | [____,____,____] | ||
(ii) Consolidated Interest Expense for such four-Fiscal Quarter Period: | $ | [____,____,____] | ||
Actual: __.__:1.00 | ||||
Required: __.__:1.00 | ||||
6.Consolidated Leverage Ratio3:(i)/(ii)= | ||||
(i) Consolidated Total Debt | $ | [____,____,____] | ||
(ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ended: | $ | [____,____,____] | ||
Actual: __.__:1.00 | ||||
Required: __.__:1.00 | ||||
7.Consolidated Adjusted EBITDA | ||||
Actual: | $ | [____,____,____] | ||
Required: | $ | [____,____,____] |
3 | In any period of four consecutive Fiscal Quarters in which a Permitted Acquisition or Significant Asset Sale occurs, the Consolidated Leverage Ratio shall be determined on a pro forma basis in accordance with Section 1.4 of the Credit Agreement. |
CREDIT AND GUARANTY AGREEMENT
$ [ , , ] | Eurodollar Rate Loans to be continued with Interest Period of [ ] month(s) | |||
$[ , , ] | Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of [ ] month(s) | |||
$[ , , ] | Eurodollar Rate Loans to be converted to Base Rate Loans |
$[ , , ] | Eurodollar Rate Loans to be continued with Interest Period of [ ] month(s) | |||
$[ , , ] | Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of [ ] month(s) | |||
$[ , , ] | Eurodollar Ratef Loans to be converted to Base Rate Loans |
$[ , , ] | Eurodollar Rate Loans to be continued with Interest Period of [ ] month(s) | |||
$[ , , ] | Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of [ ] month(s) | |||
$[ , , ] | Eurodollar Rate Loans to be converted to Base Rate Loans |
$[ , , ] | Eurodollar Rate Loans to be continued with Interest Period of [ ] month(s) | |||
$[ , , ] | Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of [ ] month(s) | |||
$[ , , ] | Eurodollar Rate Loans to be converted to Base Rate Loans |
Date: [ ] | LAS VEGAS SANDS, LLC | |||
By: | ||||
Name: | ||||
Title: |
CREDIT AND GUARANTY AGREEMENT
[NAME OF SUBSIDIARY] | ||||
By: | ||||
Name: | ||||
Title: |
Address for Notices: | ||||
Attention: | ||||
Telecopier | ||||
with a copy to: | ||||
Attention: | ||||
Telecopier |
ACKNOWLEDGED AND ACCEPTED, as of the date above first written: | ||||
THE BANK OF NOVA SCOTIA, as Administrative Agent and Collateral Agent | ||||
By: | ||||
Title: |
CREDIT AND GUARANTY AGREEMENT
CREDIT AND GUARANTY AGREEMENT
CREDIT AND GUARANTY AGREEMENT
CREDIT AND GUARANTY AGREEMENT
CREDIT AND GUARANTY AGREEMENT
CREDIT AND GUARANTY AGREEMENT
$[____,____,____] May [ ], 2007 | New York, New York |
EXHIBIT H-1-1
EXHIBIT H-1-2
LAS VEGAS SANDS, LLC | ||||||
By: | ||||||
Title: |
EXHIBIT H-1-3
CREDIT AND GUARANTY AGREEMENT
$[ 1 ][_____,_____,_____] May [____], 2007 | New York, New York |
[1] | Lender’s Revolving Credit Commitment |
LAS VEGAS SANDS, LLC | ||||||
By: | ||||||
Title: |
REVOLVING LOAN NOTE
Amount of Loan | Amount of Principal | Outstanding Principal | Notation | |||||
Date | Made This Date | Paid This Date | Balance This Date | Made By | ||||
CREDIT AND GUARANTY AGREEMENT
$[ 1 ][ , , ] | ||
May [ ], 2007 | New York, New York |
[1] | Swing Line Sublimit |
LAS VEGAS SANDS, LLC | ||||
By: | ||||
Name: | ||||
Title: |
SWING LINE NOTE
Amount of Loan | Amount of Principal | Outstanding Principal | Notation | |||||||||||||
Date | Made This Date | Paid This Date | Balance This Date | Made By | ||||||||||||
CREDIT AND GUARANTY AGREEMENT
$[1 ][ , , ] | ||
May [ ], 2007 | New York, New York |
[1] | Lender’s Tranche B Term Loan Commitment |
LAS VEGAS SANDS, LLC | ||||
By: | ||||
Name: | ||||
Title: |
CREDIT AND GUARANTY AGREEMENT
$[ , , ] | ||
May [ ], 2007 | New York, New York |
LAS VEGAS SANDS, LLC | ||||
By: | ||||
Name: | ||||
Title: |
CREDIT AND GUARANTY AGREEMENT
See attached
CREDIT AND GUARANTY AGREEMENT
[ Tranche B Term Loans | ||||||
o | Base Rate Loans: | $[ , , ] | ||||
o | Eurodollar Rate Loans, with an initial | |||||
Interest Period of month(s): | $[ , , ] ] | |||||
[ Delayed Draw I Term Loans | ||||||
o | Base Rate Loans: | $[ , , ] | ||||
o | Eurodollar Rate Loans, with an initial | |||||
Interest Period of month(s): | $[ , , ] ] | |||||
[ Delayed Draw II Term Loans | ||||||
o | Base Rate Loans: | $[ , , ] | ||||
o | Eurodollar Rate Loans, with an initial | |||||
Interest Period of month(s): | $[ , , ] ] | |||||
[ Revolving Loans | ||||||
o | Base Rate Loans: | $[ , , ] | ||||
o | Eurodollar Rate Loans, with an initial | |||||
Interest Period of month(s): | $[ , , ] ] | |||||
[ Swing Line Loans: | $[ , , ] ] |
EXHIBIT I-1
Date: [ ] | LAS VEGAS SANDS, LLC | |||
By: | ||||
Name: | ||||
Title: |
CREDIT AND GUARANTY AGREEMENT
Note Number: [ ] | Dated: May [ ], 2007 |
LAS VEGAS SANDS, LLC | ||||
By: | ||||
Name: | ||||
Title: |
INTERFACE GROUP-NEVADA, INC. | ||||
By: | ||||
Name: | ||||
Title: |
LIDO CASINO RESORT HOLDING COMPANY, LLC | ||||
By: | ||||
Name: | ||||
Title: |
LIDO INTERMEDIATE HOLDING COMPANY, LLC | ||||
By: | ||||
Name: | ||||
Title: |
MALL INTERMEDIATE HOLDING COMPANY, LLC | ||||
By: | ||||
Name: | ||||
Title: |
PALAZZO CONDO TOWER, LLC | ||||
By: | ||||
Name: | ||||
Title: |
PHASE II MALL HOLDING, LLC | ||||
By: | ||||
Name: | ||||
Title: |
PHASE II MALL SUBSIDIARY, LLC | ||||
By: | ||||
Name: | ||||
Title: |
SANDS PENNSYLVANIA, INC. | ||||
By: | ||||
Name: | ||||
Title: |
VENETIAN CASINO RESORT, LLC | ||||
By: | ||||
Name: | ||||
Title: |
VENETIAN MARKETING, INC. | ||||
By: | ||||
Name: | ||||
Title: |
VENETIAN TRANSPORT LLC | ||||
By: | ||||
Name: | ||||
Title: |
VENETIAN VENTURE DEVELOPMENT, LLC | ||||
By: | ||||
Name: | ||||
Title: |
LAS VEGAS SANDS, LLC | ||||
By: | ||||
Name: | ||||
Title: | ||||
INTERFACE GROUP-NEVADA, INC. | ||||
By: | ||||
Name: | ||||
Title: | ||||
LIDO CASINO RESORT HOLDING COMPANY, LLC | ||||
By: | ||||
Name: | ||||
Title: | ||||
LIDO INTERMEDIATE HOLDING COMPANY, LLC | ||||
By: | ||||
Name: | ||||
Title: | ||||
MALL INTERMEDIATE HOLDING COMPANY, LLC | ||||
By: | ||||
Name: | ||||
Title: |
PALAZZO CONDO TOWER, LLC | ||||
By: | ||||
Name: | ||||
Title: |
PHASE II MALL HOLDING, LLC | ||||
By: | ||||
Name: | ||||
Title: |
PHASE II MALL SUBSIDIARY, LLC | ||||
By: | ||||
Name: | ||||
Title: |
SANDS PENNSYLVANIA, INC. | ||||
By: | ||||
Name: | ||||
Title: |
VENETIAN CASINO RESORT, LLC | ||||
By: | ||||
Name: | ||||
Title: |
VENETIAN MARKETING, INC. | ||||
By: | ||||
Name: | ||||
Title: |
VENETIAN TRANSPORT LLC | ||||
By: | ||||
Name: | ||||
Title: |
VENETIAN VENTURE DEVELOPMENT, LLC | ||||
By: | ||||
Name: | ||||
Title: |
CREDIT AND GUARANTY AGREEMENT
Date: [ ] | LAS VEGAS SANDS, LLC | |||
By: | ||||
Name: | ||||
Title: |
CREDIT AND GUARANTY AGREEMENT
1. | Applicable Margin. The Applicable Margin for each Series [ ] New Term Loan shall mean, as of any date of determination, [ ]% per annum2. |
2. | Principal Payments. Borrower shall make principal payments on the Series [ ] New Term Loans in installments on the dates and in the amounts set forth below: |
(B) | |||
(A) | Scheduled | ||
Payment | Repayment of | ||
Date | Series [ ] New Term Loans | ||
$ | |||
$ | |||
$ | |||
$ | |||
$ | |||
$ | |||
$ | |||
$ | |||
$ | |||
$ | |||
$ |
1 | Insert completed items 1-7 as applicable, with respect to New Term Loans with such modifications as may be agreed to by the parties hereto to the extent consistent with Section 2.24 of the Credit Agreement. | |
2 | Insert grid or other step-downs if appropriate. |
(B) | ||||
(A) | Scheduled | |||
Payment | Repayment of | |||
Date | Series [ ] New Term Loans | |||
$ | ||||
$ | ||||
$ | ||||
TOTAL | $ |
3. | Voluntary and Mandatory Prepayments. Scheduled installments of principal of the [Series [ ]] New Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the [Series [ ]] New Term Loans in accordance with Sections 2.13 and 2.14 of the Credit Agreement respectively; andprovidedfurther, that the final installment payable by Borrower in respect of the [Series [ ]] New Term Loans on such date shall be in an amount, if such amount is different from the amount specified above, sufficient to repay all amounts owing by Borrower under the Credit Agreement with respect to the [Series [ ]] New Term Loans. |
4. | Prepayment Fees. Borrower agrees to pay to each [New Term Loan Lender] the following prepayment fees, if any: [ ]. |
[ 5. | Other Fees. Borrower agrees to pay each [New Term Loan Lender] [New Revolving Lender] its Pro Rata Share of an aggregate fee equal to [ , ] on [ , ].]3 |
6. | Proposed Borrowing/Establishment of Commitments. This Agreement represents Borrower’s request to [borrow [Series [ ] New Term Loans] from New Term Loan Lender as follows (the “Proposed Borrowing”)][establish New Revolving Loan Commitments from New Revolving Loan Lender as followings (the “Proposed Commitments”): |
3 | If applicable. |
EXHIBIT L-3
[c. Interest rate option: | o a. Base Rate Loan(s) o b. Eurodollar Rate Loans with an initial Interest Period of ____ month(s)] |
7. | [New Lenders. Each [New Term Loan Lender] [New Revolving Loan Lender] acknowledges and agrees that upon its execution of this Agreement [and the making of [New Term Loans] Series New Term Loans] that such [New Term Loan Lender] [New Revolving Loan Lender] shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.]4 |
8. | Credit Agreement Governs. Except as set forth in this Agreement, [New Revolving Loans] [Series [ ] New Term Loans] shall otherwise be subject to the provisions of the Credit Agreement and the other Credit Documents. |
9. | Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and Borrower hereby certify that: |
i. | The representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; |
ii. | No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing contemplated hereby that would constitute a Potential Event of Default or an Event of Default; and |
iii. | Borrower has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof. |
10. | Borrower Covenants. By its execution of this Agreement, Borrower hereby covenants that: |
i. | [Borrower shall make any payments required pursuant to Section 2.18(c) of the Credit Agreement in connection with the New Revolving Loan Commitments;]5 |
ii. | Borrower shall deliver or cause to be delivered the following legal opinions and documents: [ ], together with all other legal opinions and other documents reasonably requested by Administrative Agent in connection with this Agreement; and |
iii. | Set forth on the attached Officers’ Certificate are the calculations (in reasonable detail) demonstrating compliance with the financial tests described in Section 6.6 of the Credit Agreement. |
4 | Insert bracketed language if the lending institution is not already a Lender. | |
5 | Select this provision in the circumstance where the Lender is a New Revolving Loan Lender. |
11. | Eligible Assignee. By its execution of this Agreement, each [New Term Loan Lender] [New Revolving Loan Lender] represents and warrants that it is an Eligible Assignee. |
12. | Notice. For purposes of the Credit Agreement, the initial notice address of each [New Term Loan Lender] [New Revolving Loan Lender] shall be as set forth below its signature below. |
13. | Non-US Lenders. For each [New Revolving Loan Lender] [New Term Loan Lender] that is a Non-US Lender, delivered herewith to Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such [New Revolving Loan Lender] [New Term Loan Lender] may be required to deliver to Administrative Agent pursuant to subsection 2.20(c) of the Credit Agreement. |
14. | Recordation of the New Loans. Upon execution and delivery hereof, Administrative Agent will record the [Series [_____] New Term Loans] [New Revolving Loans] made by [New Term Loan Lenders] [New Revolving Loan Lenders] in the Register. |
15. | Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto. |
16. | Entire Agreement. This Agreement, the Credit Agreement and the other Credit Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. |
17. | GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. |
18. | Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable. |
19. | Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. |
[NAME OF LENDER] | ||||
By: | ||||
Name: | ||||
Title: |
Telephone:
Facsimile:
LAS VEGAS SANDS, LLC | ||||
By: | ||||
Name: | ||||
Title: |
[NAME OF SUBSIDIARY] |
By: | ||||
Name: | ||||
Title: |
EXHIBIT L-7
as Administrative Agent
By: | ||
Title: |
TO JOINDER AGREEMENT
Name of Lender | Type of Commitment | Amount | |||
[ ] | [New Term Loan Commitment] [New Revolving Loan Commitment] | $ | |||
Total: | $ |
CREDIT AND GUARANTY AGREEMENT
CREDIT AND GUARANTY AGREEMENT
CREDIT AND GUARANTY AGREEMENT
LOAN NO.
EXHIBIT O-2
EXHIBIT O-3
EXHIBIT O-4
EXHIBIT O-5
EXHIBIT O-6
EXHIBIT O-7
EXHIBIT O-8
By: | ||
Date: , _____ |
EXHIBIT O-9
By: | ||
Name: | ||
Title: | ||
Date: | , ___ |
By: | ||
Name: | ||
Title: | ||
Date: | , ___ |
[Tenant] | ||||
By: | ||||
Name: | ||||
Title: |
CREDIT AND GUARANTY AGREEMENT
CREDIT AND GUARANTY AGREEMENT
EXHIBIT P-2-1
CREDIT AND GUARANTY AGREEMENT
UCC | ||||||||||
Deed of | Fixture | |||||||||
Trust | Filings | |||||||||
(Clark | (Clark | U.S. Patent | ||||||||
County | County | & | ||||||||
State of | Financing | Recorder, | Recorder, | Trademark | ||||||
Company | Incorporation | Statement | Nevada) | Nevada) | Office | |||||
Las Vegas Sands, LLC | Nevada | UCC-1 financing statement on all assets. | Trademark Security Agreement | |||||||
Venetian Casino Resort, LLC | Nevada | UCC-1 financing statement on all assets. | Central Park West | Central Park West | Trademark Security Agreement | |||||
Venetian Casino Resort, LLC | Nevada | Venetian Casino/Hotel Complex | Venetian Casino/Hotel Complex | |||||||
Venetian Casino Resort, LLC | Nevada | Palazzo Casino/Hotel Complex | Palazzo Casino/Hotel Complex | |||||||
Sands Expo & Convention Center, Inc. | Nevada | UCC-1 financing statement on all assets. | SECC | SECC | Trademark Security Agreement | |||||
Lido Casino Resort Holding Company, LLC | Delaware | UCC- 1 financing statement on all assets. |
EXHIBIT Q-1
UCC | ||||||||||
Deed of | Fixture | |||||||||
Trust | Filings | |||||||||
(Clark | (Clark | U.S. Patent | ||||||||
County | County | & | ||||||||
State of | Financing | Recorder, | Recorder, | Trademark | ||||||
Company | Incorporation | Statement | Nevada) | Nevada) | Office | |||||
Lido Intermediate Holding Company, LLC | Delaware | UCC-1 financing statement on all assets. | ||||||||
Mall Intermediate Holding Company, LLC | Delaware | UCC-1 financing statement on all assets. | ||||||||
Palazzo Condo Tower, LLC | Nevada | UCC-1 financing statement on all assets. | Palazzo Tower | Condo | Palazzo Condo Tower | |||||
Phase II Mall Holding, LLC | Nevada | UCC-1 financing statement on all assets. | ||||||||
Sands Pennsylvania, Inc. | Delaware | UCC- 1 financing statement on all assets. | ||||||||
Venetian Marketing, Inc. | Nevada | UCC- 1 financing statement on all assets. |
EXHIBIT Q-2
UCC | ||||||||||
Deed of | Fixture | |||||||||
Trust | Filings | |||||||||
(Clark | (Clark | U.S. Patent | ||||||||
County | County | & | ||||||||
State of | Financing | Recorder, | Recorder, | Trademark | ||||||
Company | Incorporation | Statement | Nevada) | Nevada) | Office | |||||
Venetian Transport LLC | Delaware | UCC- 1 financing statement on all assets. | ||||||||
LVS (Nevada) International Holdings, Inc. | Nevada | UCC- 1 financing statement on all assets. | ||||||||
LVS Management Services, LLC | Nevada | UCC- 1 financing statement on all assets. |
EXHIBIT Q-3
CREDIT AND GUARANTY AGREEMENT
EXHIBIT R-1
EXHIBIT R-2
EXHIBIT R-3
LAS VEGAS SANDS, LLC | ||||
By: | ||||
Name: | ||||
Title: |
EXHIBIT R-4