LVS » Topics » RECITALS

These excerpts taken from the LVS 10-Q filed May 16, 2005.

RECITALS

 

A. LVSI and Venetian Casino Resort, LLC., a Nevada limited liability company (each a “Borrower” and collectively the “Borrowers”), have heretofore entered into that certain Credit Agreement dated as of August 20, 2004, among the Lenders, the Administrative Agent, Goldman Sachs Credit Partners L.P. (“GSCP”), as syndication agent, sole lead arranger and sole bookrunner, and other parties (the “Existing Agreement”).

 

B. The Guarantor previously made that certain Subsidiary Guaranty (the “Subsidiary Guaranty”) dated as of August 20, 2004, in favor of and for the benefit of the Administrative Agent for the benefit of each of the Secured Parties.

 

C. Borrowers, the Lenders, The Bank of Nova Scotia, in its capacity as Administrative Agent and as joint lead arranger and joint bookrunner, GSCP as syndication agent, joint lead arranger and joint bookrunner, and other parties desire to amend and restate the Existing Agreement in its entirety pursuant to that certain Amended and Restated Credit Agreement dated as of February 22, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”).

 

D. As a condition to the effectiveness of the Credit Agreement, the Administrative Agent requires that the Guarantors amend and restate the Subsidiary Guaranty in its entirety to provide that the Subsidiary Guaranty shall secure payment of all of the indebtedness and performance of all of the obligations of Borrowers pursuant to the Credit Agreement and to expressly acknowledge and affirm the continuing effectiveness of the Subsidiary Guaranty, as amended and restated hereby;

 

E. It is a condition precedent to the making of the Credit Extensions under the Credit Agreement that the Borrowers’ Obligations thereunder be guarantied by the Guarantors.

 

F. The Guarantors are willing irrevocably and unconditionally to guaranty such Obligations.

 


NOW, THEREFORE, based upon the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Secured Parties to make Credit Extensions and to enter into Rate Protection Agreements, the Guarantors hereby agree, and hereby amend and restate the Subsidiary Guaranty in its entirety, as follows.

 

RECITALS

 

A. [The Company is a party] [LAS VEGAS SANDS, INC. a Nevada corporation (“LVSI”) and VENETIAN CASINO RESORT, LLC, a Nevada limited liability company (“VCR”) are parties] to (i) that certain Amended and Restated Credit Agreement, dated as of February 22, 2005 (the “Credit Agreement”) by and among [LAS VEGAS SANDS, INC. a Nevada corporation (“LVSI”) and VENETIAN CASINO RESORT, LLC, a Nevada limited liability company (“VCR”),] [LVSI, VCR,] Scotiabank, in its capacity as administrative agent thereunder (the “Administrative Agent”), Goldman Sachs Credit Partners L.P. and the financial institutions from time to time parties thereto as lenders, (ii) that certain Indenture, dated as of June 4, 2002 (the “Indenture”), by and among LVSI, VCR, certain subsidiaries of the Company and U.S. Bank National Association, as the mortgage notes indenture trustee (the “Mortgage Notes Indenture Trustee”) and (iii) that certain Amended and Restated Security Agreement, dated as of August 20, 2004 (as amended, restated and supplemented from time to time, the “Security Agreement”), by and among LVSI, VCR, the subsidiaries of the Company named therein as “Debtors” including [the Company] [Lido Casino Resort, LLC (“LCR”)], and the Intercreditor Agent.

 

B. Scotiabank has entered into that certain Amended and Restated Intercreditor Agreement dated August 20, 2004, by and among Scotiabank, in its capacity as administrative agent, under that certain Credit Agreement dated as of August 20, 2004 by and among LVSI, VCR, Scotiabank, Goldman Sachs Credit Partners L.P. and the financial institutions from time to time parties thereto as lenders, U.S. Bank National Association, in its capacity as the Mortgage Notes Indenture Trustee under the Indenture, and Scotiabank, in its capacity as the Intercreditor Agent (including any successor to the rights and obligations thereof, the “Intercreditor Agent”), acting on behalf of itself and the secured lenders thereunder (the “Secured Lenders”).

 

C. The Undersigned and the Company have entered into that certain [                                                     ] Agreement, dated as of [                                ] (as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, the “Contract”[, pursuant to which the Undersigned has agreed, [insert work to be performed under contract] (the “Work”) in connection with the construction of the Phase II “Palazzo” project] [construction contracts only].

 

D. Pursuant to the Security Agreement, the Company has assigned its interest under the Contract to the Intercreditor Agent on behalf of the Secured Lenders.

 

1


 

EXCERPTS ON THIS PAGE:

10-Q (2 sections)
May 16, 2005
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki