AMENDED AND RESTATED SERVICES AGREEMENT
AMENDED AND RESTATED SERVICES AGREEMENT (this "Agreement"), dated
November 14, 1997, among Las Vegas Sands, Inc., a Nevada corporation ("LVSI"),
Interface Holding Company, Inc., a Nevada corporation ("Holding Co."), Interface
Group-Nevada, Inc., a Nevada corporation ("Interface Nevada," and, together with
LVSI and Holding Co., the "Existing Participants") and the parties listed on
Schedule I hereto (the "New Participants" and, together with the Existing
Participants, the "Participants").
W I T N E S S E T H
WHEREAS, LVSI, Holding Co. and Interface Nevada are parties to that
certain Services Agreement, dated June 26, 1997 (the "Original Agreement"),
pursuant to which they have agreed to share the costs and expenses associated
with, among other things, (i) certain corporate general and administrative
services and (ii) shared office space from which each conducts its business; and
WHEREAS, the Existing Participants and the New Participants desire
to amend and restate the Original Agreement in order to permit all of the
Participants to participate in the provision and receipt of Services (as defined
herein).
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, the parties hereby agree as follows:
1. Shared Services. Subject to the terms and conditions of this
Agreement, during the term of this Agreement, the Participants shall provide
each
other, as the case may be and generally in accordance with the past practices of
the Existing Participants, the following services (collectively, "Services"):
(a) legal services, including such support staff as
shall be reasonably considered to be appropriately necessary to handle legal
matters;
(b) accounting services, including financial reporting
and report preparation in compliance with generally accepted accounting
principles;
(c) insurance administration, including administration
of policies covering property and casualty, workers' compensation, comprehensive
general liability and other risks;
(d) benefits administration, including the design and
administration of employee benefit plans, executive compensation arrangements,
retirement plans and health insurance programs; and
(e) such other services as any party may request of
the others in accordance with past or routine practices of the parties.
2. Office Space. If and to the extent the Participants continue
to occupy and share or shall in the future occupy and share office space
("Shared Office Space") in connection with conduct of each such party's
business, or otherwise, the party (the "Principal Occupant") that owns or
otherwise has the principal right to occupy such Shared Office Space shall make
available to the other parties (the "Other Occupants") such Shared Office Space
upon the same terms and conditions as those on which the Principal Occupant is
entitled to use and occupy such Shared Office Space, or upon such other
reasonable terms as the parties shall mutually agree.
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3. Payment for Services or Office Space.
3.1 Calculation of Payments for Services and Shared Office
Space.
(a) For Services described in Section 1, the party
receiving any such Services (the "Recipient") shall, subject to Section 3.2, pay
to the party providing such Services (the "Provider") a reasonably allocable
portion of all direct cash costs which are incurred by the Provider, including,
without limitation, all cash cost of (a) personnel; (b) operating expenses, such
as office costs (excluding office costs paid to the Provider pursuant to Section
3.1(b) hereof), travel and entertainment; (c) overhead costs; (d) fees and other
amounts paid to third parties; and (e) any and all other cash costs incurred
under this Agreement and in connection with the provision of Services by the
Provider. Notwithstanding the foregoing, allocations made under this Section
3.1(a) shall be made on the basis of a Recipient's use of a Service as such use
bears to the total use of such Service by all recipient.
(b) For the use and occupancy of any Shared Office
Space described in Section 2, and in amplification of the provisions of such
Section, the Other Occupants shall pay the Principal Occupant an amount equal to
the Other Occupants' pro-rata share (based on the square footage of the
applicable Shared Office Space occupied by the Other Occupants as a percentage
of the total square footage of such Shared Office Space) of all reasonably
allocable monthly costs and expenses, including, without limitation, rent and
so-called "additional rent" items incurred by the Principal Occupant in
connection with the use, occupancy, operation and maintenance of such Shared
Office Space.
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3.2 Billing and Payment.
(a) Billing. Each party shall invoice the other: (i)
for Services rendered, at a minimum on a quarterly basis in arrears within
twenty (20) days of the end of the prior period for each such period during the
term hereof, or upon such other terms as the parties shall mutually agree; and
(ii) for Shared Office Space, at a minimum on a quarterly basis in arrears
within twenty (20) days of the end of the prior period for each such period
during the term of this Agreement, or upon such other terms as the parties shall
mutually agree.
(b) Payment. Each party agrees to pay in full the
amounts due the other in accordance with the terms and provisions of each
invoice rendered in accordance with clauses (i) and (ii) above, within twenty
(20) days after the delivery of such invoice.
4. Term and Termination.
4.1 Termination of this Agreement. The term of this
Agreement shall commence on the date hereof and shall continue for so long as
there remains at least two participants. Any Participant may terminate its
participation in this Agreement by providing the other Participants not less
than thirty (30) days' prior written notice of such termination.
4.2 Default and Remedies.
(a) Events of Default. Each party shall be in default
hereunder if (i) such party commits a material breach of any term of this
Agreement and such failure continues uncured for thirty (30) days following
receipt of written notice thereof from the other party; (ii) such party makes an
assignment for the
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benefit of any creditor; (iii) there is a filing of an involuntary case for the
entry of relief against such party under any bankruptcy, insolvency or similar
law for the relief of debtors and such case remains undismissed for 60 days or
more; (iv) a trustee or receiver is appointed for such party or its assets or
any substantial part thereof; or (v) such party commences a voluntary case under
any bankruptcy, insolvency or similar law of the relief of debtors.
(b) Remedies.
(i) In the event of any default by any party
hereunder, the non-defaulting party (or
parties) may exercise any or all of the
following remedies: (A) declare immediately
due and payable all sums for which the
defaulting party is liable under this
Agreement; (B) decline to perform any of its
(or their) obligations hereunder; and/or (C)
terminate this Agreement.
(ii) In addition to the remedies set forth in
clause (i) above, the non-defaulting party
or parties shall have all other remedies
available at law or equity.
5. General Provisions.
5.1 Notices. All communications to any party hereunder shall
be in writing and shall be delivered in person or sent by facsimile, telegram,
telex, by registered or certified mail (postage prepaid, return receipt
requested) or by reputable overnight courier to the New Participants at each
such New Participant's address set forth in Schedule I and to the other parties
at the following addresses (or at such other address for a party as shall be
specified in a notice given in accordance with this Sec tion 5.1) (and shall be
deemed to have been given as of the date so delivered or sent):
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if to LVSI, to: Las Vegas Sands, Inc.
3355 Las Vegas Boulevard South
Room 1A
Las Vegas, Nevada 89109
Attention: General Counsel
Telefax: (702) 733-5499
if to Holding Co.: Interface Group
300 First Avenue
Needham, Massachusetts
Attention: Chief Financial Officer
Telefax: (617) 449-6616
if to Interface Interface Group
Nevada, to: 3355 Las Vegas Boulevard South
Room 1B
Las Vegas, NV 89109
Attention: Vice President/General Manager
Telefax: (702) 733-5345
5.2 Independent Contractors. The parties shall operate as,
and have the status of, independent contractors and shall not act as or be an
agent, partner, co-venturer or employee of any other party. No party shall have
any right or authority to assume or create any obligations or to make any
representations or warranties on behalf of any other party, whether express or
implied, or to bind any other party in any respect whatsoever.
5.3 Amendment and Waiver. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by all
of the parties.
5.4 Assignment. No party shall be entitled to assign its
rights or delegate its obligations under this Agreement without the prior
written consent of the other parties. This Agreement shall be binding upon and
shall inure to the benefit of the parties and their respective permitted
successors and assigns.
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5.5 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada, without regard to
principles of conflicts of laws.
5.6 Severability. If any provision of this Agreement (or
portion thereof) is determined by a court of competent jurisdiction to be
invalid, illegal, or otherwise unenforceable, then such provision shall, to the
extent permitted by the court, not be voided but shall instead be construed to
give effect to its intent to the maximum extent permissible under applicable law
and the remainder of this Agreement shall remain in full force and effect
according to its terms.
5.7 Sections and Headings. The headings contained herein are
for the convenience of reference only and are not intended to define, limit,
expand, or describe the scope or intent of any clause or provision of this
Agreement.
5.8 Entire Agreement. This Agreement, together with all
schedules hereto, constitutes the entire agreement and understanding of the
parties relating to the subject matter hereof and supersedes all prior
negotiations and understandings among the parties, both oral and written,
regarding such subject matter.
5.9 Counterparts. This Agreement may be signed in
counterparts and all signed copies of this Agreement shall together constitute
one original of this Agreement.
5.10 No Third Party Beneficiaries. Nothing contained in this
Agreement, express or implied, is intended to or shall confer upon anyone other
than
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the parties hereto (and their permitted successors and assigns) any right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement effective as of the day and year first written above.
LAS VEGAS SANDS, INC.
By: /s/ David Friedman
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Name: David Friedman
Title: Secretary
INTERFACE GROUP HOLDING
COMPANY, INC.
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
VENETIAN CASINO RESORT, LLC
By: Las Vegas Sands, Inc., its managing member
By: /s/ David Friedman
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Name: David Friedman
Title: Secretary
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LIDO CASINO RESORT MM, INC.
By: /s/ David Friedman
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Name: David Friedman
Title: Secretary
GRAND CANAL SHOPS MALL MM, INC.
By: /s/ David Friedman
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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
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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
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Name: David Friedman
Title: Secretary
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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
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Name: David Friedman
Title: Secretary
LIDO CASINO RESORT HOLDING COMPANY, LLC
By: Lido Intermediate Holding Company, LLC,
its managing member
By: Venetian Casino Resort, LLC,
its sole Member
By: Las Vegas Sands, Inc., its managing member
By: /s/ David Friedman
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Name: David Friedman
Title: Secretary
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GRAND CANAL SHOPS MALL HOLDING
COMPANY, LLC
By: Mall Intermediate Holding Company, LLC,
its managing member
By: Venetian Casino Resort, LLC,
its sole Member
By: Las Vegas Sands, Inc., its managing member
By: /s/ David Friedman
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Name: David Friedman
Title: Secretary
LIDO CASINO RESORT, LLC
By: Lido Casino Resort Holding Company, LLC,
its managing member
By: Lido Intermediate Holding Company, LLC,
its managing member
By: Venetian Casino Resort, LLC,
its sole Member
By: Las Vegas Sands, Inc., its managing member
By: /s/ David Friedman
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Name: David Friedman
Title: Secretary
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GRAND CANAL SHOPS MALL, LLC
By: Grand Canal Shops Mall Holding Company, LLC,
its managing member
By: Mall Intermediate Holding Company, LLC,
its managing member
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
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Schedule I
Venetian Casino Resort, LLC
3355 Las Vegas Boulevard South
Room 1C
Las Vegas, Nevada 89109
Attention: General Counsel
Telefax: (702) 733-5499
Lido Casino Resort MM, Inc.
3355 Las Vegas Boulevard South
Room 1D
Las Vegas, Nevada 89109
Attention: General Counsel
Telefax: (702) 733-5499
Grand Canal Shops Mall MM, Inc.
3355 Las Vegas Boulevard South
Room 1E
Las Vegas, Nevada 89109
Attention: General Counsel
Telefax: (702) 733-5499
Lido Intermediate Holding Company, LLC
3355 Las Vegas Boulevard South
Room 1F
Las Vegas, Nevada 89109
Attention: General Counsel
Telefax: (702) 733-5499
Grand Canal Shops Mall Construction, LLC
3355 Las Vegas Boulevard South
Room 1G
Las Vegas, Nevada 89109
Attention: General Counsel
Telefax: (702) 733-5499
Mall Intermediate Holding Company, LLC
3355 Las Vegas Boulevard South
Room 1H
Las Vegas, Nevada 89109
Attention: General Counsel
Telefax: (702) 733-5499
Lido Casino Resort Holding Company, LLC
3355 Las Vegas Boulevard South
Room 1I
Las Vegas, Nevada 89109
Attention: General Counsel
Telefax: (702) 733-5499
Grand Canal Shops Mall Holding Company, LLC
3355 Las Vegas Boulevard South
Room 1J
Las Vegas, Nevada 89109
Attention: General Counsel
Telefax: (702) 733-5499
Lido Casino Resort, LLC
3355 Las Vegas Boulevard South
Room 1K
Las Vegas, Nevada 89109
Attention: General Counsel
Telefax: (702) 733-5499
Grand Canal Shops Mall, LLC
3355 Las Vegas Boulevard South
Room 1L
Las Vegas, Nevada 89109
Attention: General Counsel
Telefax: (702) 733-5499