FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of
March 15, 2001 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 administrative agent for Lenders (in such capacity,
the "Administrative Agent"), Scotiabank and GOLDMAN SACHS CREDIT PARTNERS L.P.
("GSCP"), as Joint-Lead Arrangers (each of GSCP and Scotiabank in such capacity
an "Arranger" and together, the "Arrangers") and GSCP as syndication agent (in
such capacity, "Syndication Agent"), and is made with reference to that certain
Amended and Restated Credit Agreement dated as of June 14, 2000, by and among
Borrowers, Lenders, Administrative Agent, Arrangers and Syndication Agent (as
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"). Capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, at the request of the Borrowers, Lenders have agreed to amend the
Credit Agreement to extend the Revolving Loan Commitment Termination Date until
September 15, 2001;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENT TO SECTION 1: DEFINITION OF REVOLVING LOAN
COMMITMENT TERMINATION DATE
Section 1.1 of the Credit Agreement is hereby amended by deleting the date
"March 15, 2001" contained in the definition of Revolving Loan Commitment
Termination Date and substituting therefore the date "September 15, 2001".
SECTION 2. THE BORROWERS' REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend the
Credit Agreement in the manner provided herein, each Borrower represents and
warrants to each Lender that the following statements are true, correct and
complete:
(i) each Borrower has all requisite corporate or limited liability
company power and authority to enter into this Amendment and to carry out
the transactions contemplated by, and perform its obligations under, the
Credit Agreement as amended by this Amendment (the "Amended Agreement");
(ii) the execution and delivery of this Amendment and the performance
of the Amended Agreement have been duly authorized by all necessary
corporate or limited liability company action on the part of the Borrowers;
(iii) the execution and delivery by the Borrowers of this Amendment
and the performance by the Borrowers of the Amended Agreement do not and
will not (i) violate any provision of any law or any governmental rule or
regulation applicable to the Borrowers or any of their respective
Subsidiaries, the Certificate or Articles of Incorporation, Bylaws, limited
liability company agreement or other organizational documents of the
Borrowers or any of their respective Subsidiaries or any order, judgment or
decree of any court or other agency of government binding on the Borrowers
or any of their respective Subsidiaries, (ii) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a
default under any indenture, mortgage, deed of trust, credit agreement or
loan agreement, or any other material agreement, contract or instrument to
which any Borrower or any of its Subsidiaries is a party or by which it or
any of it property or assets is bound or to which it may be subject (each
such indenture, mortgage, deed of trust, credit agreement, loan agreement,
material agreement, contract or instrument, a "Contractual Obligation"),
(iii) result in or require the creation or imposition of any Lien upon any
of the properties or assets of any Borrower or any of its Subsidiaries
(other than Liens created under any of the Loan Documents in favor of
Administrative Agent on behalf of Lenders), or (iv) require any approval of
stockholders or any approval or consent of any Person under any Contractual
Obligation of any Borrower or any of its Subsidiaries;
(iv) the execution and delivery by the Borrowers of this Amendment and
the performance by the Borrowers of the Amended Agreement do 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;
(v) this Amendment and the Amended Agreement have been duly executed
and delivered by the Borrowers and are the legally valid and binding
obligations of the Borrowers, enforceable against the 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;
(vi) 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 date hereof and the First Amendment Effective
Date (as defined below) to the same extent as though made on and as of such
dates, 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; and
(vii) no event has occurred and is continuing or will result from the
consummation of the transactions contemplated by this Amendment that would
constitute an Event of Default or a Potential Event of Default.
SECTION 3. CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "First Amendment
Effective Date"):
A. On or before the First Amendment Effective Date, each Borrower shall have
delivered 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
First Amendment Effective Date:
(i) An Officer's Certificate of such Borrower certifying that (i) the
Certificate or Articles of Incorporation or Certificate of Limited
Liability Company or other organizational document, as applicable, of
such Borrower, and (ii) the Bylaws or Operating Agreement or other
organizational document, as applicable, of such Borrower, in each
case, as delivered to Administrative Agent on the Restatement Closing
Date, are in full force and effect and have not been amended or
modified in any respect since the Restatement Closing Date;
(ii) Resolutions of its Board of Directors or other authorizing body or
Person approving and authorizing the execution, delivery and
performance of this Amendment, certified as of the First Amendment
Effective Date by its secretary or an assistant secretary as being in
full force and effect without modification or amendment;
(iii) Signature and incumbency certificates of the officers of such
Borrower executing this Amendment; and
(iv) Executed originals of this Amendment from the Borrowers, Sheldon G.
Adelson and the other Loan Parties.
B. Opinion of Counsel. Lenders and their respective counsel shall have
received originally executed copies of one or more favorable written
opinions of Paul, Weiss, Rifkind, Wharton & Garrison counsel for the
Borrowers, in form and substance reasonably satisfactory to Administrative
Agent and its counsel, dated as of the First Amendment Effective Date, with
respect to the enforceability of the Amended Agreement and as to such other
matters as Administrative Agent acting on behalf of Lenders may reasonably
request.
SECTION 4. ACKNOWLEDGEMENTS AND CONSENTS
Each of the undersigned Loan Parties and Sheldon G. Adelson hereby
acknowledges that they have reviewed the terms and provisions of the Credit
Agreement and this Amendment and consents to the amendment of the Credit
Agreement effected pursuant to this Amendment. Each Loan Party hereby confirms
that each Loan Document to which it is a party or otherwise bound and all
Collateral encumbered thereby will continue to guaranty or secure, as the case
may be, to the fullest extent possible the payment and performance of all
Obligations and that such Loan Documents are in full force and effect and are
hereby confirmed and ratified in all respects. Sheldon G. Adelson hereby
confirms that the Adelson Completion Guaranty, the Adelson Intercreditor
Agreement and the Adelson Subordination Agreement (each an "Adelson Agreement"
and collectively, the "Adelson Agreements") are in full force and effective,
that the Obligations continue to constitute "Obligations" under and as defined
in each Adelson Agreement, that the Obligations continue to benefit from the
subordination and intercreditor arrangements created under the Adelson
Intercreditor Agreement and the Adelson Subordination Agreement and ratifies and
confirms each Adelson Agreement.
SECTION 5. MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement and the Other Loan
Documents.
(i) On and after the effective date of this Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Credit Agreement and
each reference in the other Loan Documents to the "Credit Agreement",
"thereunder", "thereof" or words of like import referring to the
Credit Agreement shall mean and be a reference to the Credit Agreement
as amended hereby.
(ii) Except as specifically amended by this Amendment, the Credit Agreement
and the other Loan Documents shall remain in full force and effect and
are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment 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. The Borrowers acknowledge that all reasonable 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
Amendment and the documents and transactions contemplated hereby shall be
for the account of the Borrowers.
C. Headings. Section and subsection headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of
this Amendment for any other purpose or be given any substantive effect.
D. Applicable Law. THIS AMENDMENT 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 Amendment 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 Amendment (other
than the provisions of Section 1 hereof, the effectiveness of which is
governed by Section 3 hereof) shall become effective upon (i) the execution
of a counterpart hereof by the Borrowers, the Lenders whose signature page
is set forth below, Sheldon G. Adelson and each of the other Loan Parties
and receipt by Administrative Agent of written or telephonic notification
of such execution and authorization of delivery thereof and (ii) receipt by
Administrative Agent from the Borrowers, for the ratable benefit of the
Lenders executing a counterpart hereof on or before 5:00 p.m. (EDT) on
March 12, 2001 (the "Consenting Lenders"), an amendment fee equal to 0.05%
of the sum as of such date of: (x) the aggregate Revolving Loan Commitments
of the Consenting Lenders; (y) the aggregate outstanding principal amount
of the Tranche A Term Loans of the Consenting Lenders and (z) the aggregate
outstanding principal amount of the Tranche B Term Loans of the Consenting
Lenders. Section 1 of this Amendment shall become effective only in the
manner set forth in Section 3 of this Amendment.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment 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: Secretary
VENETIAN CASINO RESORT, LLC
By: Las Vegas Sands, Inc.
its managing member
By: /s/ David Friedman
---------------------------
Name: David Friedman
Title: Secretary
LOAN PARTIES:
(for purposes of Section 4 only)
MALL INTERMEDIATE HOLDING COMPANY, LLC
By: Venetian Casino Resort,
LLC, its sole member
By: Las Vegas Sands, Inc., its
managing member
By: /s/ David Friedman
---------------------------
Name: David Friedman
Title: Secretary
LIDO INTERMEDIATE HOLDING COMPANY, LLC
By: Venetian Casino Resort,
LLC, its sole member
By: Las Vegas Sands, Inc., its
managing member
By: /s/ David Friedman
---------------------------
Name: David Friedman
Title: Secretary
GRAND CANAL SHOPS MALL CONSTRUCTION, LLC
By: Venetian Casino Resort,
LLC, its sole member
By: Las Vegas Sands, Inc., its
managing member
By: /s/ David Friedman
---------------------------
Name: David Friedman
Title: Secretary
SHELDON G. ADELSON
By: /s/ Sheldon G. Adelson
---------------------------
Name: Sheldon G. Adelson
Title: Director
LENDERS:
THE BANK OF NOVA SCOTIA,
individually and as a Lender,
Joint-Lead Arranger and
Administrative Agent
By: /s/ Alan W. Pendergast
---------------------------
Name: Alan W. Pendergast
Title: Managing Director
GROUP LENDERS:
GOLDMAN SACHS CREDIT PARTNERS L.P.
individually and as a Lender,
Joint-Lead Arranger and
Syndication Agent
By: /s/ Elizabeth Fischer
---------------------------
Authorized signatory
THE INTERNATIONAL COMMERCIAL
BANK OF CHINA, NEW YORK AGENCY
By: W. H. Wang
---------------------------
Name: W. H. Wang
Title: Asst. Vice President
& Deputy General
Manager
TORONTO DOMINION (TEXAS), INC.
By: Alva J. Jones
---------------------------
Name: Alva J. Jones
Title: Vice President
VAN KAMPEN
PRIME RATE INCOME TRUST
By: Van Kampen Investment
Advisory Corp.
By: Darvin D. Pierce
---------------------------
Name: Darvin D. Pierce
Title: Principal
ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors, LLC.,
as Collateral Manager
By: Wade T. Winter
---------------------------
Name: Wade T. Winter
Title: CFA/Vice President
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors, LLC,
as Collateral Manager
By: Wade T. Winter
---------------------------
Name: Wade T. Winter
Title: CFA/Vice President
THE ING CAPITAL SENIOR SECURED HIGH
INCOME FUND HOLDINGS, LTD.
By: ING Capital Advisors, LLC,
as Investment Manager
By: Wade T. Winter
---------------------------
Name: Wade T. Winter
Title: CFA/Vice President
NATIONAL WESTMINSTER BANK PLC
By: NatWest Capital Markets
Limited, its agent
By: Greenwich Capital Markets,
Inc., its agent
By: Harry Paschalidis
---------------------------
Name: Harry Paschalidis
Title: Asst. Vice
President
PINEHURST TRADING, INC.
By: Ann E. Morris
---------------------------
Name: Ann E. Morris
Title: Asst. Vice President
FOOTHILL INCOME TRUST, L.P.
By: R. Michael Bohannon
---------------------------
Name: Michael Bohannon
Title: Managing Member
FOOTHILL INCOME TRUST II, L.P.
By: R. Michael Bohannon
---------------------------
Name: Michael Bohannon
Title: Managing Member
BLACK DIAMOND CLO 2000-1 LTD.
By: John H. Cullinane
---------------------------
Name: John H. Cullinane
Title: Director
AIMCO CDO SERIES 2000-A
By: Jerry D. Zinkula
---------------------------
Name: Jerry D. Zinkula
Title: Authorized Signatory
ALLSTATE LIFE INSURANCE COMPANY
By: Jerry D. Zinkula
---------------------------
Name: Jerry D. Zinkula
Title: Authorized Signatory
BLUE SQUARE FUNDING LIMITED SERIES 3
By: Stephen T. Hessler
---------------------------
Name: Stephen T. Hessler
Title: Vice President
GLENEAGLES TRADING LLC
By: Ann E. Morris
---------------------------
Name: Ann E. Morris
Title: Asst. Vice President
Intentionally Omitted.
HIGHLAND LEGACY LIMITED
BY: HIGHLAND CAPITAL MANAGEMENT
L.P., as Collateral Manager
By: Todd Travers
---------------------------
Name: Todd Travers
Title: Senior Portifolio
Manager
PAM CAPITAL FUNDING LP
BY: HIGHLAND CAPITAL FUNDING
MANAGEMENT L.P.,
as Collateral Manager
By: Todd Travers
---------------------------
Name: Todd Travers
Title: Senior Portifolio
Manager
SRV-HIGHLAND INC.
By: Ann E. Morris
---------------------------
Name: Ann E. Morris
Title: Asst. Vice President
TRANSAMERICA LIFE INSURANCE AND
ANNUITY CO.
By: John Bailey
---------------------------
Name: John Bailey
Title: Vice President
FIRST UNION NATIONAL BANK
By: Charles B. Edmondson
---------------------------
Name: Charles B. Edmondson
Title: Asst. Vice President
LONG LANE MASTER TRUST IV
By: Renee Nadler
---------------------------
Name: Renee Nadler
Title: Managing Director
CANADIAN IMPERIAL BANK OF COMMERCE
By: Karen Volk
---------------------------
Name: Karen Volk
Title: Authorized Signatory
Intentionally Omitted
CREDIT SUISSE FIRST BOSTON
By: Donald E. Pollard
---------------------------
Name: Donald E. Pollard
Title: Managing Director
OPPENHEIMER SENIOR FLOATING
RATE FUND
By: Scott Farrar
---------------------------
Name: Scott Farrar
Title: Vice President
AMMC CDO II, LIMITED
By: American Money Management
Corp.,
as collateral manager
By: David P. Meyer
---------------------------
Name: David P. Meyer
Title: Vice President