EXHIBIT 10.16
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FIRST AMENDMENT TO
AMENDED AND RESTATED RECIPROCAL
EASEMENT, USE AND OPERATING AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED RECIPROCAL EASEMENT, USE AND
OPERATING AGREEMENT (this "Amendment") is dated as of this 17th day of December,
1999, by and among VENETIAN CASINO RESORT, LLC, a Nevada limited liability
company having an address at 3355 Las Vegas Boulevard South, room 1C, Las Vegas,
Nevada 89109 ("Phase I LLC," in its capacity as "H/C I Owner" (as hereinafter
defined)), as successor-in-interest to Las Vegas Sands, Inc. ("LVSI"); LIDO
CASINO RESORT LLC, a Nevada limited liability company having an address at 3355
Las Vegas Boulevard South, room 1C, Las Vegas, Nevada 89109 ("Phase II LLC"), as
successor-in-interest to Phase I LLC in its capacity as the Owner of the Phase
II Land; GRAND CANAL SHOPS MALL SUBSIDIARY, LLC, a Delaware liability company
having an address at 3355 Las Vegas Boulevard South, room 1G, Las Vegas, Nevada
89109, ("Mall Subsidiary LLC," in its capacity as "Mall I Owner" (as hereinafter
defined)), as successor-in-interest to Grand Canal Shops Mall, LLC, as
successor-in-interest to Grand Canal Shops Mall Construction, LLC; and INTERFACE
GROUP - NEVADA, INC., a Nevada corporation having an address at 3355 Las Vegas
Boulevard South, room 1B, Las Vegas, Nevada 89109 ("Interface," in its capacity
as "SECC Owner" (as hereinafter defined)).
R E C I T A L S
A. WHEREAS, Phase I LLC, Grand Canal Shops Mall Construction, LLC,
predecessor-in-interest to Mall Subsidiary LLC, and Interface previously
entered into that certain Amended and Restated Reciprocal Easement, Use and
Operating Agreement, dated as of November 14, 1997 (the "REA") which was
recorded on November 21, 1997 as Document Number 00731 in Book 971121 in
the official records, Clark County, Nevada (uppercase terms used but not
defined herein shall have their respective meanings assigned thereto in the
REA); and
WHEREAS, in accordance with the FADAA, LVSI, Phase I LLC and Interim
Mall LLC effected the Subdivision; and
WHEREAS, in accordance with the provisions of the Mall I
Airspace/Ground Lease, Phase I LLC granted fee title in and to the Mall I
Airspace and the Retail Annex Land to Grand Canal Shops Mall Construction,
LLC; and
WHEREAS, in accordance with the provisions of the Sale and
Contribution Agreement, Grand Canal Shops Mall Construction, LLC has
conveyed all its right, title and interest in and to (i) the Mall I
Airspace, the Retail Annex Land and any buildings and improvements
constructed therein and thereon (ii) the Billboard Master Lease, (iii) the
Billboard Operating Lease, (iv) the Canyon Ranch Master Lease (as defined
below), (v) the Canyon Ranch Operating Lease (as defined below), (vi) the
Lutece Master Lease (as defined below), (vii) all other Leases affecting
the Mall I Space, and (viii) all other tangible and intangible property and
contract rights owned by Grand Canal Shops Mall Construction, LLC and
related to the Phase I Mall or the Mall I Space (the items described in the
foregoing classes (i), (ii), (iii) (iv), (v), (vi), (vii) and (viii),
collectively, the "Phase I Mall Interests") to Grand Canal Shops Mall, LLC;
and
WHEREAS, Grand Canal Shops Mall, LLC has conveyed all its right, title
and interest in and to the Phase I Mall Interests to Mall Subsidiary, LLC;
WHEREAS, Phase I LLC (in its capacity as Owner of the Phase I Land
(excluding the Retail Annex Land)), Phase II LLC (in its capacity as Owner
of the Phase II Land), Interface (as Owner of the SECC Land) and Mall
Subsidiary LLC (as Mall I Owner) desire to amend the REA to, among other
things, acknowledge and confirm that Phase II LLC and Mall Subsidiary LLC
are bound by the REA, and to set forth certain rights and obligations of
Mall I Owner and H/C I Owner with respect to the Canyon Ranch Premises (as
defined below), upon the terms and conditions hereinafter set forth; and
WHEREAS, as of the date hereof (i) Phase I LLC is the owner in fee
simple of the Phase I Land (excluding the Retail Annex Land) which is
located in the County of Clark, Nevada ("Clark County") and described on
Exhibit A attached hereto; (ii) Phase II LLC is the owner in fee simple of
the Phase II Land, which is located in Clark County and described on
Exhibit B attached hereto; (iii)Interface is the owner in fee simple of the
SECC Land, which is located in Clark County and described on Exhibit C
attached hereto; (iv) Mall Subsidiary LLC is the owner in fee simple of the
Retail Annex Land, which is located in Clark County and described on
Exhibit D attached hereto; (v) Mall Subsidiary LLC is the owner in fee
simple of the Mall I Airspace, which is located in Clark County and
described in Exhibit E attached hereto; and (vi) Mall Subsidiary LLC is the
holder of leasehold estates in the premises leased under the Billboard
Master Lease, the Canyon Ranch Master Lease and the Lutece Master Lease.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and in the REA, and for other good and valuable consideration, the
mutual receipt and legal sufficiency of which are hereby acknowledged, the
parties hereto, for themselves, their legal representatives, successors and
assigns, hereby agree as follows:
Billboard Space.
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Effective as of the date hereof, Article XVI of the REA is hereby modified
as follows: The words "Additional Billboard Premises" in the second line and in
the sixth and seventh lines of the first sentence of Article XVI are hereby
deleted in each instance and replaced by the words "Additional Billboard Space."
The definition of "Mall I Space" in paragraph Q of the Recitals is amended
to include (i) during the term of the Canyon Ranch Master Lease, the Additional
Canyon Ranch Space and (ii) during the term of the Lutece Master Lease, the
Additional Lutece Space (as either of them may be properly adjusted in
accordance with the terms of the REA in connection with the H/C I/Mall Lot Line
Modifications).
The definition of "Mall I Owner" in paragraph Q of the Recitals shall be
amended to add the following at the end thereof: ", and for so long as the
Canyon Ranch Master Lease shall be in effect, the leasehold estate in the
Additional Canyon Ranch Space pursuant to the Canyon Ranch Master Lease, and for
so long as the Lutece Master Lease shall be in effect, the leasehold estate in
the Additional Lutece Space pursuant to the Lutece Master Lease." a) The
definition of "Billboard Master Lease" in paragraph P of the Recitals shall be
amended to add the following after the words "immediately prior to the
recordation of this Agreement" in the third line of said paragraph P: "as the
same may be further amended from time to time".
2. Canyon Ranch Space.
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Effective as of the date hereof, the following new Article XVII shall be
added to the REA to read in full as follows:
"ARTICLE XVII
CANYON RANCH SPACE
In the event the Canyon Ranch Operating Lease shall terminate or
expire, and from time to time thereafter, if the Additional Canyon Ranch
Space shall not be physically separated from the remainder of the Canyon
Ranch Premises, at the request of Mall I Owner or H/C I Owner, Mall I Owner
and H/C I Owner, together with the Mortgagees of such Owners, shall
negotiate, in good faith, in order to attempt to reach agreement as to
whether to physically separate the Additional Canyon Ranch Space from the
remainder of the Canyon Ranch Premises, to erect one or more floors in the
Canyon Ranch Premises and/or to take any other actions in connection with
the Canyon Ranch Premises; provided that the Mortgagees and such Owners
shall not unreasonably withhold their consent to any agreement between Mall
I Owner and H/C I Owner with respect to any of the foregoing. The cost of
any such separation, erection or other action shall be equally divided
between Mall I Owner and H/C I Owner. If such Owners and Mortgagees shall
not agree as to how to proceed with respect to the Canyon Ranch Premises,
then, the Canyon Ranch Master Lease shall be terminated by the parties
thereto and a physical separation shall be constructed by Mall I Owner and
H/C I Owner in the manner noted above."
1. Acknowledgment and Confirmation.
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The parties hereto acknowledge and confirm that the REA, as amended by this
Amendment, shall be binding on, and inure to the benefit of, (i) Mall Subsidiary
LLC, as successor-in-interest to Grand Canal Shops Mall, LLC, as
successor-in-interest to Grand Canal Shops Mall Construction, LLC, as Mall I
Owner, and (ii) Phase II LLC, as successor-in-interest to Phase I LLC as the
Owner of the Phase II Land, respectively, and the successors and assigns of
each.
Schedule I - Definitions.
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Effective as of the date hereof, the following new definitions are added to
Schedule I:
"Additional Canyon Ranch Space" shall mean that portion of the Phase I Land
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and the Phase I Hotel/Casino demised under the Canyon Ranch Master Lease.
"Additional Lutece Space" shall mean that portion of the Phase I Land and
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the Phase I Hotel/Casino demised under the Lutece Master Lease.
"Canyon Ranch Master Lease" shall mean the Master Lease for Additional
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Canyon Ranch Space, dated as of June 1, 1998 between Venetian Casino Resort,
LLC, as landlord and Grand Canal Shops Mall Construction, LLC, as tenant, as
amended by a First Amendment, dated as of November 12, 1999, as the same may be
further amended from time to time.
"Canyon Ranch Operating Lease" shall mean the Lease, dated as of June 1,
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1998 between Grand Canal Shops Mall Construction, LLC, as landlord and CR Las
Vegas, LLC, as tenant, as the same may be amended from time to time.
"Canyon Ranch Premises" shall mean the premises demised under the Canyon
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Ranch Operating Lease.
"Lutece Master Lease" shall mean the Master Lease for Additional Lutece
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Space, dated as of May 20, 1999 between Venetian Casino Resort, LLC, as landlord
and Grand Canal Shops Mall Construction, LLC, as tenant, as the same may be
further amended from time to time.
Ratification.
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Except as modified by this Amendment, the REA and all covenants,
agreements, terms and conditions thereof shall remain in full force and effect
and are hereby in all respects ratified and confirmed.
[signature page follows]
IN WITNESS WHEREOF, the Parties hereto have set their hands the day and
year first above written.
VENETIAN CASINO RESORT, LLC
By: Las Vegas Sands, Inc., as managing member
By: /s/ David Friedman
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Name: David Friedman
Title: Secretary
INTERFACE GROUP-NEVADA, INC.
By: /s/ David Friedman
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Name: David Friedman
Title: Secretary
LIDO CASINO RESORT, LLC
By: Lido Casino Resort Holding Company, LLC
By: Lido Intermediate Holding Company, LLC
By: Venetian Casino Resort, LLC
By: Las Vegas Sands, Inc.
By: /s/ David Friedman
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Name: David Friedman
Title: Secretary
GRAND CANAL SHOPS MALL SUBSIDIARY, LLC
By: Grand Canal Shops Mall, LLC
By: Grand Canal Shops Mall Holding Company, LLC
By: Mall Intermediate Holding Company, LLC
By: Venetian Casino Resort, LLC
By: Las Vegas Sands, Inc.
By: /s/ David Friedman
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Name: David Friedman
Title: Secretary
State of New York )
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: ss.:
County of New York)
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This instrument was acknowledged before me on December 17, 1999
by David Friedman as Secretary of INTERFACE GROUP-NEVADA, INC.
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/s/Todd Matthias
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(Signature of notarial officer)
(Seal, if any)
My commission expires:
State of New York )
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: ss.:
County of New York)
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This instrument was acknowledged before me on December 17, 1999
by David Friedman, Secretary of Las Vegas Sands, Inc., the managing member of
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VENETIAN CASINO RESORT, LLC.
/s/ Todd Matthias
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(Signature of notarial officer)
(Seal, if any)
My commission expires:
State of New York )
--------
: ss.:
County of New York )
--------
This instrument was acknowledged before me on December 17, 1999,
by David Friedman, as Secretary of Las Vegas Sands, Inc., a corporation which
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is the managing member of Venetian Casino Resort, LLC, a limited liability
company which is the managing member of Lido Intermediate Holding Company, LLC,
a limited liability company which is the managing member of Lido Casino Resort
Holding Company, LLC, a limited liability company which is the managing member
of Lido Casino Resort, LLC, a limited liability company which is the party to
this document.
/s/ Todd Matthias
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Notary Public
State of New York )
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: ss.:
County of New York)
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This instrument was acknowledged before me on December 17, 1999,
by David Friedman, as Secretary of Las Vegas Sands, Inc., a corporation which is
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the managing member of Venetian Casino Resort, LLC, a limited liability company
which is the managing member of Mall Intermediate Holding Company, LLC, a
limited liability company which is the managing member of Grand Canal Shops Mall
Holding Company, LLC, a limited liability company which is the managing member
of Grand Canal Shops Mall, LLC, a limited liability company which is the
managing member of Grand Canal Shops Mall Subsidiary, LLC, a limited liability
company which is the party to this document.
/s/ Todd Matthias
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Notary Public
Prepared By and Recorded At The
Request Of: Paul, Weiss, Rifkind,
Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Attention: Harris B. Freidus, Esq.
When Recorded Return To:
Lionel Sawyer & Collins
1700 Bank of Americas Plaza
300 South Fourth Street
Las Vegas, Nevada 89101
Attention: David Whittemore, Esq.
FIRST AMENDMENT TO
AMENDED AND RESTATED RECIPROCAL
EASEMENT, USE AND OPERATING AGREEMENT
among
INTERFACE GROUP - NEVADA, INC.,
GRAND CANAL SHOPS MALL SUBSIDIARY, LLC,
LIDO CASINO RESORT, LLC
and
VENETIAN CASINO RESORT, LLC
Dated as of December 17, 1999