Investments; Joint Ventures; Formation of Subsidiaries. The Borrowers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture or otherwise form or create any Subsidiary, except: (i) the Borrowers and their Subsidiaries may make and own Investments in the Phase II Mall provided that such Investments are otherwise in accordance with this Agreement, the other Loan Documents and the Phase II Mall Sale Agreement (unless the Borrowers have demonstrated to the Administrative Agent in its sole determination that the Borrowers will not own any such Investment which is not in accordance with the Phase II Mall Sale Agreement on the anticipated Phase II Mall Release Date); (ii) Investments existing on the Closing Date and described in Schedule 6.3; (iii) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with this Agreement; (iv) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or would result therefrom, the Borrowers or any of their Subsidiaries may form and make Investments in new or existing Supplier Joint Ventures; provided that (a) each such Investment shall appear in the Project Budget as a separate Line Item, (b) the amount of each such Investment shall not at any time exceed the amount of such Line Item, (c) no Supplier Joint Venture shall own or operate or possess any material license, franchise or right used in connection with the ownership or operation of the Resort Complex or any material Phase II Project assets, (d) the Borrowers shall have delivered an Officers’ Certificate which certifies that in the reasonable judgment of such officer the Investment in such Supplier Joint Venture will result in an economic benefit to the Borrowers (taking into account such Investment) as a result of a reduction in the cost of the goods or services being acquired from the Supplier Joint Venture over the life of the Investment and (e) neither of the Borrowers nor any of their Subsidiaries shall incur any liabilities or Contingent Obligations in respect of the obligations of such Supplier Joint Venture; (v) receivables owing to the Borrowers or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, that such trade terms may include such concessionary trade terms as the Borrowers or any such Subsidiary deems reasonable under the circumstances; (vi) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (vii) the Borrowers and their Subsidiaries may hold investments consisting of securities or other obligations received in settlement of debt created in the ordinary course of business and owing to the Borrowers or any Subsidiary or in satisfaction of judgments; (viii) the Borrowers and their Restricted Subsidiaries may incur any Contingent Obligation permitted under subsection 6.4 to the extent such Contingent Obligation constitutes an Investment permitted thereunder; (ix) the Borrowers and their Subsidiaries may make and own Investments in Cash Equivalents; (x) the Borrowers or any of their Subsidiaries may make loans or advances to their employees or directors or former employees or directors in an amount not to exceed $2,000,000 in the aggregate outstanding at any time; provided that (a) each such loan shall appear in the Project Budget as a separate Line Item and (b) the amount of each such loan shall not at any time exceed the amount of such Line Item; and (xi) the Borrowers and their Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $1,000,000; provided that (a) each such Investment shall appear in the Project Budget as a separate Line Item and (b) the amount of each such Investment shall not at any time exceed the amount of such Line Item.
Appears in 2 contracts
Samples: Construction Loan Agreement (Las Vegas Sands Inc), Construction Loan Agreement (Las Vegas Sands Corp)
Investments; Joint Ventures; Formation of Subsidiaries. The Borrowers shall not, and shall not permit any of their Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture or otherwise form or create any Restricted Subsidiary, except:
(i) the Borrowers and their Restricted Subsidiaries may make and own Investments in the Phase II Mall provided that such Investments are otherwise in accordance with this Agreement, the other Loan Documents and the Phase II Mall Sale Agreement (unless the Borrowers have demonstrated to the Administrative Agent in its sole determination that the Borrowers will not own any such Investment which is not in accordance with the Phase II Mall Sale Agreement on the anticipated Phase II Mall Release Date)Cash Equivalents;
(ii) Investments existing on the Closing Date and described in Schedule 6.37.3;
(iii) Investments (including the formation or creation of a Subsidiary) by any Borrower in another Borrower or in any Restricted Subsidiaries or by any Restricted Subsidiary in the Borrowers or other Restricted Subsidiaries; provided, that the aggregate amount of such Investments made by any Loan Party in or to Non-Guarantor Restricted Subsidiaries shall not exceed $12,000,000 at any time;
(iv) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with this Agreement;
(ivv) receivables owing to the Borrowers or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Borrowers or any such Restricted Subsidiary deems reasonable under the circumstances;
(vi) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
(vii) the Borrowers and their Restricted Subsidiaries may invest in any Non-Guarantor Restricted Subsidiary, in any Excluded Subsidiary or in any Joint Venture any cash or other property contributed to the Borrowers either (x) in exchange for common equity or (y) in the form of Shareholder Subordinated Indebtedness, by Axxxxxx or any of his Affiliates or Related Persons for such purpose;
(viii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or would result therefrom, the Borrowers or any of their Restricted Subsidiaries may form and make Investments in new or existing Supplier Non-Guarantor Restricted Subsidiaries, Excluded Subsidiaries and in Joint Ventures; provided that (a) each such Investment shall appear in the Project Budget as a separate Line Item, (b) the aggregate amount of each all such Investment Investments (exclusive of any such Investments existing on the Closing Date and described in Schedule 7.3) shall not at any time exceed the amount of such Line Item$25,000,000, (cb) no Supplier Joint Venture shall own or operate or possess any material license, franchise or right used in connection with the ownership or operation of the Resort Complex or any material Phase II Project assets, (dc) in the Borrowers case of any Investment in a Supplier Joint Venture, LVSI shall have delivered an Officers’ Certificate which certifies that in the reasonable judgment of such officer the Investment in such Supplier Joint Venture will result in an economic benefit to the Borrowers (taking into account such Investment) as a result of a reduction in the cost of the goods or services being acquired from the Supplier Joint Venture over the life of the Investment and (ed) neither in the case of an Excluded Subsidiary or Joint Venture, unless otherwise permitted by subsection 7.4, none of the Borrowers, nor any other Restricted Subsidiary of the Borrowers nor any of their Subsidiaries shall incur any liabilities or Contingent Obligations in respect of the obligations of such Supplier Excluded Subsidiary or Joint Venture;
(vix) receivables owing to the Borrowers or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, that such trade terms their Restricted Subsidiaries may include such concessionary trade terms as make Consolidated Capital Expenditures permitted by subsection 7.14;
(x) the Borrowers or any such Subsidiary deems reasonable of their Restricted Subsidiaries may make loans or advances to their employees or directors or former employees or directors (a) to fund the exercise price of options granted under the circumstancesBorrowers’ stock option plans or agreements or employment agreements, in each case, as approved by LVSI’s Board of Directors or (b) for other purposes in an amount not to exceed $2,000,000 in the aggregate outstanding at any time;
(vi) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
(viixi) the Borrowers and their Restricted Subsidiaries may hold investments consisting of securities or other obligations received in settlement of debt created in the ordinary course of business and owing to the Borrowers or any Restricted Subsidiary or in satisfaction of judgments;
(viiixii) the Borrowers and their Restricted Subsidiaries may incur (x) create one or more Subsidiaries for the purpose of establishing foreign or domestic offices for marketing or to otherwise further the business of the Borrowers as described in subsection 7.12 hereof (at their election, the Borrowers may designate any Contingent Obligation permitted under subsection 6.4 such Subsidiary to the extent be an Excluded Subsidiary) and (y) make Investments in any or all of such Contingent Obligation constitutes Subsidiaries in an Investment permitted thereunderaggregate amount not to exceed at any time $15,000,000;
(ixxiii) the Borrowers and their the Restricted Subsidiaries may make and own any Investments in any of the Excluded Subsidiaries, Non-Guarantor Restricted Subsidiaries or Joint Ventures, not to exceed at any time (a) $100,000,000 in the aggregate for Cash Equivalents;
and Cash Equivalents and (xb) $200,000,000 in the aggregate for any guarantee of Indebtedness of, or performance by, any Excluded Subsidiaries or Non-Guarantor Restricted Subsidiaries by the Borrowers or any of their Restricted Subsidiaries, which Contingent Obligation is permitted under subsection 7.4; provided that, notwithstanding the foregoing, Borrowers and the Restricted Subsidiaries may not make Investments in Joint Ventures in excess of $50,000,000 in the aggregate.
(xiv) the Borrowers and any of their Restricted Subsidiaries may make loans Investments in any of the Excluded Subsidiaries or advances to their employees or directors or former employees or directors Non-Guarantor Restricted Subsidiaries in an amount not equal to exceed $2,000,000 the sum of (1) 50% of (A) the Consolidated Net Income of the Borrowers and their Restricted Subsidiaries for the period (taken as one accounting period) from July 1, 2004 to the end of the LVSI’s most recently ended Fiscal Quarter for which internal financial statements are available (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit) less (B) the amount paid or to be paid in respect of such period pursuant to subsection 7.5(v) to shareholders or members other than the Borrowers, plus (2) without duplication, 100% of the aggregate outstanding net cash proceeds received by the Borrowers since July 1, 2004 from capital contributions (other than: (i) cash equity contributions made by Axxxxxx or any of his Affiliates to be included in Consolidated Adjusted EBITDA to meet the financial covenants set forth in subsection 7.6 or (ii) cash equity contributions funded from Indebtedness issued by LVSC which Indebtedness has been guaranteed by Borrowers or any of their respective Restricted Subsidiaries) or the issue or sale of equity Securities or debt Securities of the Borrowers that have been converted into or exchanged for such equity Securities of the Borrowers (other than equity Securities or such debt Securities of the Borrowers sold to a Restricted Subsidiary of the Borrowers), plus (3) the Appraised Value of the SECC if contributed, distributed or transferred without consideration (other than the assumption of liability taken into consideration in calculating the amount under this clause) to the Borrowers or any Subsidiary Guarantor, minus the amount of any liability assumed in connection with the contribution, distribution or transfer of such assets (which contribution, distribution or transfer may be in the form of all of the Capital Stock of an entity whose only material assets consist of the SECC) plus (4) to the extent not otherwise included in the Borrowers and their Restricted Subsidiaries’ Consolidated Net Income, 100% of the cash dividends or distributions or the amount of the cash principal and interest payments received since July 1, 2004, by the Borrowers or any Restricted Subsidiary from any Excluded Subsidiary or in respect of any Joint Venture (other than dividends or distributions to pay obligations of or with respect to such Excluded Subsidiary such as income taxes) until the entire amount of the Investment in such Excluded Subsidiary has been received or the entire amount of such Investment in a Joint Venture has been returned, as the case may be, and 50% of such amounts thereafter; provided, however that in the event that the Borrowers convert an Excluded Subsidiary to a Restricted Subsidiary, the Borrowers may add back to this clause the aggregate amount of any Investment in such Subsidiary that was an Investment made pursuant to subsection 7.3(ix) at the time of such Investment;
(xv) the Borrowers and any timeof their Restricted Subsidiaries may make Investments out of the proceeds of the substantially concurrent sale or issuance of equity Securities of the Borrowers (or, to the extent the proceeds of such issuance are contributed to the Borrowers or their Restricted Subsidiaries, LVSC); provided that (a) each such loan shall appear in the Project Budget as a separate Line Item and (b) the amount of each such loan shall not at any time exceed net cash proceeds from the amount sale of such Line Item; andequity Securities shall be excluded from clause (xiv)(2) above;
(xixvi) the Borrowers and their Restricted Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $1,000,00030,000,000; provided that and
(axvii) each the Borrowers and their Restricted Subsidiaries may incur any Contingent Obligation permitted under subsection 7.4 to the extent such Investment shall appear Contingent Obligation constitutes an Investment; and
(xviii) Venetian may own Investments in the Project Budget as a separate Line Item Phase II Mall Subsidiary in the form of the Intercompany Mall Note. Notwithstanding anything to the contrary in this subsection 7.3, any cash Investments made in either Phase II Mall Borrower shall be made in the form of intercompany loans from Venetian to the Phase II Mall Subsidiary and (b) shall increase the principal amount of each such Investment shall not at any time exceed the Intercompany Mall Note by the amount of such Line ItemInvestment.
Appears in 1 contract
Samples: Ff&e Facility Credit Agreement (Las Vegas Sands Corp)
Investments; Joint Ventures; Formation of Subsidiaries. The Borrowers Borrower shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, other Loan Party to make or own any Investment in any Person, including any Joint Venture Venture, or otherwise form or create any Restricted Subsidiary, exceptother than as set forth in this subsection 7.3:
(i) the Borrowers and their Subsidiaries Loan Parties may make and own Investments in the Phase II Mall Cash Equivalents; provided that such Investments are otherwise proceeds of the Loans (other than Term Loans denominated in accordance with this Agreement, the other Loan Documents and the Phase II Mall Sale Agreement (unless the Borrowers have demonstrated to the Administrative Agent in its sole determination that the Borrowers will not own any such Investment which is Patacas) may not in accordance with the Phase II Mall Sale Agreement on the anticipated Phase II Mall Release Date)any case be invested in Cash Equivalents denominated in any currency other than Dollars and/or HK Dollars and, for Term Loans denominated in Patacas, in Patacas;
(ii) Investments existing on the Closing Date and described in Schedule 6.37.3;
(iii) Investments (including the formation or creation of a Subsidiary) by any Loan Party in any other Loan Party;
(iv) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with this Agreement;
(iv) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or would result therefrom, the Borrowers or any of their Subsidiaries may form and make Investments in new or existing Supplier Joint Ventures; provided that (a) each such Investment shall appear in the Project Budget as a separate Line Item, (b) the amount of each such Investment shall not at any time exceed the amount of such Line Item, (c) no Supplier Joint Venture shall own or operate or possess any material license, franchise or right used in connection with the ownership or operation of the Resort Complex or any material Phase II Project assets, (d) the Borrowers shall have delivered an Officers’ Certificate which certifies that in the reasonable judgment of such officer the Investment in such Supplier Joint Venture will result in an economic benefit to the Borrowers (taking into account such Investment) as a result of a reduction in the cost of the goods or services being acquired from the Supplier Joint Venture over the life of the Investment and (e) neither of the Borrowers nor any of their Subsidiaries shall incur any liabilities or Contingent Obligations in respect of the obligations of such Supplier Joint Venture;
(v) receivables owing to the Borrowers Borrower or any Subsidiary other Loan Party if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Borrowers Borrower or any such Subsidiary Loan Party deems reasonable under the circumstances;
(vi) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
(vii) the Borrowers Loan Parties may invest in any Excluded Subsidiary, Joint Venture or Supplier Joint Venture any cash or other property contributed to the Loan Parties either (x) in exchange for common equity of the Borrower or the Borrower’s direct or indirect parent or (y) in the form of Shareholder Subordinated Indebtedness by the Parent or any of its Affiliates, in each case for such purpose;
(viii) the Loan Parties may make Consolidated Capital Expenditures permitted by subsection 7.14 and their Project Costs permitted or required by this Agreement;
(ix) at any time after March 31, 2013, and so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, the Loan Parties may make cash Investments in Excluded Subsidiaries or Joint Ventures consisting of (a) Cash and Cash Equivalents of up to $50,000,000 in the aggregate and (b) guarantees of up to $50,000,000 in the aggregate of Indebtedness of, or performance by, any Excluded Subsidiaries or Joint Ventures, provided that the Consolidated Leverage Ratio is less than 3.0 to 1.0 after giving effect to each such Investment; provided further that notwithstanding the foregoing, the Loan Parties may not make Investments in Joint Ventures pursuant to this clause (ix) in excess of $25,000,000 in the aggregate;
(x) the Loan Parties may make Investments in Excluded Subsidiaries or Joint Ventures, not to exceed (a) $25,000,000 in the aggregate prior to the Substantial Operations Date and (b) $50,000,000 in the aggregate (including Investments made pursuant to clause (a)) at any time on or after the Substantial Operations Date;
(xi) at any time after the Substantial Operations Date occurs, so long as no Potential Event of Default or Event of Default shall have occurred or be continuing, and so long as the Consolidated Leverage Ratio is less than or equal to 3.0 to 1.0 after giving effect to each such Investment, the Loan Parties may make cash Investments in the Excluded Subsidiaries in an aggregate amount at any time outstanding not to exceed the sum of (1) 25% of (A) the Consolidated Net Income of the Loan Parties for the period (taken as one accounting period) from the Opening Date to the end of the Borrower’s most recently ended Fiscal Quarter for which internal financial statements are available (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit) less (B) the amount paid or to be paid in respect of such period pursuant to subsection 7.5(ii) to shareholders or members other than the Borrower, plus (2) without duplication, 100% of the aggregate net cash proceeds received by the Borrower since the Initial Borrowing Date from capital contributions or the issue or sale of equity Securities (excluding any such proceeds used for investments pursuant to clause (vii) above or clause (xix) below) or debt Securities of the Borrower that have been converted into or exchanged for such equity Securities of the Borrower (other than equity Securities or such debt Securities of the Borrower sold to a Loan Party), plus (3) to the extent not otherwise included in the Loan Parties’ Consolidated Net Income, 100% of the cash dividends or distributions or the amount of cash principal and interest payments received since the Initial Borrowing Date by a Loan Party from any Excluded Subsidiary or in respect of any Joint Venture in which an Investment was made pursuant to any clause of this subsection 7.3, until the entire amount of the Investment in such Excluded Subsidiary or Joint Venture has been received, and 50% of such amounts thereafter; provided in each case that such cash proceeds have not been committed or used for any other purpose; provided, further, however, that in the event that the Loan Parties convert an Excluded Subsidiary to a Restricted Subsidiary, the Loan Parties may add back to this clause the aggregate amount of any Investment in such Subsidiary that was an Investment made pursuant to this subsection 7.3 at the time of such Investment;
(xii) any payment made by the Borrower or any other Loan Party (a) pursuant to and in accordance with the Gaming Facilities Agreement (to the extent any such payment constitutes an Investment) or (b) otherwise in connection with the Casino Facilities as long as permitted under this subsection 7.3 (excluding the provisions of this clause (xii));
(xiii) the Loan Parties may hold investments consisting of securities or other obligations received in settlement of debt created in the ordinary course of business and owing to the Borrowers or any Subsidiary Loan Parties or in satisfaction of judgments;
(viiixiv) the Borrowers and their Restricted Subsidiaries Loan Parties may incur any Indebtedness permitted under subsection 7.1 and any Contingent Obligation permitted under subsection 6.4 7.4 to the extent such Indebtedness or Contingent Obligation constitutes an Investment permitted thereunderInvestment;
(ixxv) the Borrowers and their Subsidiaries may make and own Investments in Cash Equivalents;
(x) the Borrowers or any of their Subsidiaries Loan Party may make loans or advances to their employees or directors or former employees or directors of any Loan Party in an amount not to exceed $2,000,000 in the aggregate outstanding at any time; provided that ;
(xvi) the Loan Parties may make other Investments, not to exceed (a) each such loan shall appear $25,000,000 in the Project Budget as a separate Line Item aggregate prior to the Substantial Operations Date and (b) $50,000,000 in the amount of each such loan shall not aggregate (including Investments made pursuant to clause (a)) at any time exceed on or after the amount of such Line Item; andSubstantial Operations Date;
(xixvii) the Borrowers and their Subsidiaries Borrower may make and own other all payments to the Company contemplated by the Gaming Facilities Agreement (to the extent any such payment constitutes an Investment);
(xviii) Investments in restaurant, retail or entertainment venues at the Site in an aggregate amount not to exceed at $50,000,000; and
(xix) the Loan Parties may make Investments with the proceeds of the substantially concurrent sale or issues of equity securities of the Borrower. Notwithstanding anything to the contrary in this subsection 7.3, any time $1,000,000; provided that (a) each such Investment shall appear cash Investments in the Project Budget form of debt made in any Excluded Subsidiary shall be made in the form of intercompany loans from a Loan Party to such Excluded Subsidiary evidenced by a promissory note, which shall be pledged to the Collateral Agent as a separate Line Item and (b) Collateral for the amount of each such Investment shall not at any time exceed the amount of such Line ItemObligations.
Appears in 1 contract
Investments; Joint Ventures; Formation of Subsidiaries. The Borrowers shall not, and shall not permit any of their Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture or otherwise form or create any Restricted Subsidiary, except:
(i) the Borrowers and their Restricted Subsidiaries may make and own Investments in the Phase II Mall provided that such Investments are otherwise in accordance with this Agreement, the other Loan Documents and the Phase II Mall Sale Agreement (unless the Borrowers have demonstrated to the Administrative Agent in its sole determination that the Borrowers will not own any such Investment which is not in accordance with the Phase II Mall Sale Agreement on the anticipated Phase II Mall Release Date)Cash Equivalents;
(ii) Investments existing on the Closing Date and described in Schedule 6.37.3;
(iii) Investments (including the formation or creation of a Subsidiary) by any Borrower in the other Borrower or in any Restricted Subsidiaries or by any Restricted Subsidiary in the Borrowers or other Restricted Subsidiaries; provided, that the aggregate amount of such Investments made by any Loan Party in or to Non-Guarantor Restricted Subsidiaries shall not exceed $10,000,000 at any time;
(iv) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with this Agreement;
(ivv) receivables owing to the Borrowers or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Borrowers or any such Restricted Subsidiary deems reasonable under the circumstances;
(vi) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
(vii) the Borrowers and their Restricted Subsidiaries may invest in any Non-Guarantor Restricted Subsidiary, in any Excluded Subsidiary or in any Joint Venture any cash or other property contributed to the Borrowers either (x) in exchange for common equity or (y) in the form of Shareholder Subordinated Indebtedness by Adelson or any of his Affiliates or Related Persons for such xxxxxxx;
(viii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or would result therefrom, the Borrowers or any of their 120 Restricted Subsidiaries may form and make Investments in new or existing Supplier Non-Guarantor Restricted Subsidiaries, Excluded Subsidiaries and in Joint Ventures; provided that (a) each such Investment shall appear in the Project Budget as a separate Line Item, (b) the aggregate amount of each all such Investment Investments (exclusive of any such Investments existing on the Closing Date and described in Schedule 7.3) shall not at any time exceed the amount of such Line Item$25,000,000, (cb) no Supplier Joint Venture shall own or operate or possess any material license, franchise or right used in connection with the ownership or operation of the Resort Complex or any material Phase II Project assets, (dc) in the Borrowers case of any Investment in a Supplier Joint Venture, LVSI shall have delivered an Officers’ ' Certificate which certifies that in the reasonable judgment of such officer the Investment in such Supplier Joint Venture will result in an economic benefit to the Borrowers (taking into account such Investment) as a result of a reduction in the cost of the goods or services being acquired from the Supplier Joint Venture over the life of the Investment and (ed) neither in the case of an Excluded Subsidiary or Joint Venture, unless otherwise permitted by subsection 7.4, none of the Borrowers, nor any other Restricted Subsidiary of the Borrowers nor any of their Subsidiaries shall incur any liabilities or Contingent Obligations in respect of the obligations of such Supplier Excluded Subsidiary or Joint Venture;
(vix) receivables owing to the Borrowers or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, that such trade terms their Restricted Subsidiaries may include such concessionary trade terms as make Consolidated Capital Expenditures permitted by subsection 7.14;
(x) the Borrowers or any such Subsidiary deems reasonable of their Restricted Subsidiaries may make loans or advances to their employees or directors or former employees or directors (a) to fund the exercise price of options granted under the circumstancesBorrowers' stock option plans or agreements or employment agreements, in each case, as approved by LVSI's Board of Directors or (b) for other purposes in an amount not to exceed $2,000,000 in the aggregate outstanding at any time;
(vi) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
(viixi) the Borrowers and their Restricted Subsidiaries may hold investments consisting of securities or other obligations received in settlement of debt created in the ordinary course of business and owing to the Borrowers or any Restricted Subsidiary or in satisfaction of judgments;
(viiixii) the Borrowers and their Restricted Subsidiaries may incur (x) create one or more Subsidiaries for the purpose of establishing foreign or domestic offices for marketing or to otherwise further the business of the Borrowers as described in subsection 7.12 hereof (at their election, the Borrowers may designate any Contingent Obligation permitted under subsection 6.4 such Subsidiary to the extent be an Excluded Subsidiary) and (y) make Investments in any or all of such Contingent Obligation constitutes Subsidiaries in an Investment permitted thereunderaggregate amount not to exceed $15,000,000;
(ixxiii) the Borrowers and their the Restricted Subsidiaries may make and own any Investments in any of the Excluded Subsidiaries, Non-Guarantor Restricted Subsidiaries or Joint Ventures, not to exceed (a) $100,000,000 in the aggregate for Cash Equivalents;
and Cash Equivalents and (xb) $200,000,000 in the aggregate for any guarantee of Indebtedness of, or performance by, any Excluded Subsidiaries or Non-Guarantor Restricted Subsidiaries by the Borrowers or any of their Restricted Subsidiaries, which Contingent Obligation is permitted under subsection 7.4; PROVIDED that, notwithstanding the foregoing, Borrowers 121 and the Restricted Subsidiaries may not make Investments in Joint Ventures in excess of $50,000,000 in the aggregate.
(xiv) the Borrowers and any of their Restricted Subsidiaries may make loans Investments in any of the Excluded Subsidiaries or advances to their employees or directors or former employees or directors Non-Guarantor Restricted Subsidiaries in an amount not equal to exceed $2,000,000 the sum of (1) 50% of (A) the Consolidated Net Income of the Borrowers and their Restricted Subsidiaries for the period (taken as one accounting period) from July 1, 2004 to the end of the LVSI's most recently ended Fiscal Quarter for which internal financial statements are available (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit) less (B) the amount paid or to be paid in respect of such period pursuant to subsection 7.5(v) to shareholders or members other than the Borrowers, plus (2) without duplication, 100% of the aggregate outstanding net cash proceeds received by the Borrowers since July 1, 2004 from capital contributions (other than: (i) cash equity contributions made by Adelson or any of his Affiliates to be included in Consolidatxx Xxxxsted EBITDA to meet the financial covenants set forth in subsection 7.6 or (ii) cash equity contributions funded from Indebtedness issued by LVSC which Indebtedness has been guaranteed by Borrowers or any of their respective Restricted Subsidiaries) or the issue or sale of equity Securities or debt Securities of the Borrowers that have been converted into or exchanged for such equity Securities of the Borrowers (other than equity Securities or such debt Securities of the Borrowers sold to a Restricted Subsidiary of the Borrowers), plus (3) the Appraised Value of the SECC if contributed, distributed or transferred without consideration (other than the assumption of liability taken into consideration in calculating the amount under this clause) to the Borrowers or any Subsidiary Guarantor, minus the amount of any liability assumed in connection with the contribution, distribution or transfer of such assets (which contribution, distribution or transfer may be in the form of all of the Capital Stock of an entity whose only material assets consist of the SECC) plus (4) to the extent not otherwise included in the Borrowers and their Restricted Subsidiaries' Consolidated Net Income, 100% of the cash dividends or distributions or the amount of the cash principal and interest payments received since July 1, 2004, by the Borrowers or any Restricted Subsidiary from any Excluded Subsidiary or in respect of any Joint Venture (other than dividends or distributions to pay obligations of or with respect to such Excluded Subsidiary such as income taxes) until the entire amount of the Investment in such Excluded Subsidiary has been received or the entire amount of such Investment in a Joint Venture has been returned, as the case may be, and 50% of such amounts thereafter; provided, however that in the event that the Borrowers convert an Excluded Subsidiary to a Restricted Subsidiary, the Borrowers may add back to this clause the aggregate amount of any Investment in such Subsidiary that was an Investment made pursuant to subsection 7.3(ix) at the time of such Investment;
(xv) the Borrowers and any timeof their Restricted Subsidiaries may make Investments out of the proceeds of the substantially concurrent sale or issuance of equity Securities of the Borrowers (or, to the extent the proceeds of such issuance are contributed to the Borrowers or their Restricted Subsidiaries, LVSC); provided that (a) each such loan shall appear in the Project Budget as a separate Line Item and (b) the amount of each such loan shall not at any time exceed net cash proceeds from the amount sale of such Line Item; andequity Securities shall be excluded from clause (xiv)(2) above;
(xixvi) the Borrowers and their Restricted Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $1,000,00025,000,000; provided that and
(axvii) each the Borrowers and their Restricted Subsidiaries may incur any Contingent Obligation permitted under subsection 7.4 to the extent such Investment shall appear Contingent Obligation constitutes an Investment; and
(xviii) Venetian may own Investments in the Project Budget as a separate Line Item Phase II Mall Subsidiary in the form of the Intercompany Mall Note. Notwithstanding anything to the contrary in this subsection 7.3, any cash Investments made in either Phase II Mall Borrower shall be made in the form of intercompany loans from Venetian to the Phase II Mall Subsidiary and (b) shall increase the principal amount of each such Investment shall not at any time exceed the Intercompany Mall Note by the amount of such Line ItemInvestment.
Appears in 1 contract
Investments; Joint Ventures; Formation of Subsidiaries. The Borrowers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture or otherwise form or create any Subsidiary, except:
(i) the Borrowers and their Subsidiaries may make and own Investments in the Phase II Mall provided that such Investments are otherwise in accordance with this Agreement, the other Loan Documents and the Phase II Mall Sale Agreement (unless the Borrowers have demonstrated to the Administrative Agent in its sole determination that the Borrowers will not own any such Investment which is not in accordance with the Phase II Mall Sale Agreement on the anticipated Phase II Mall Release Date)Cash Equivalents;
(ii) Borrowers may continue to own their existing Investments existing on in the Closing Date Intermediate Holding Companies, the Excluded Subsidiaries and Mall Construction Subsidiary described in Schedule 6.37.3 annexed hereto, provided that Borrowers and their Subsidiaries may not make any additional Investments in such Persons except as permitted by clauses (iv) and (v) below;
(iii) Borrowers may (a) form the Phase I-A Subsidiary, (b) enter into the Phase I-A Lease and (c) make Investments in the Phase I-A Subsidiary to service the Phase I-A Subsidiary Non-Recourse Loan and to make any Investment made as a result of lease payments or other payments that may be required under the receipt of nonPhase I-cash consideration from an Asset Sale that was made pursuant to and in compliance with this AgreementA Lease, the Cooperation Agreement or any other agreement entered into by the Phase I-A Subsidiary;
(iv) so Borrowers may transfer a 1% managing membership interest in each of Phase II Subsidiary and Phase II Direct Holdings to Phase II Manager;
(v) Borrower and their Subsidiaries may invest in New Mall Subsidiary or Phase II Subsidiary any cash or other property contributed to Borrowers by Adelson or any of his Affiliaxxx xxx such purpose;
(vi) So long as no Event of Default or Potential Event of Default shall have occurred and be continuing or would result therefrom, the Borrowers or any of their Subsidiaries may form and make Investments in new or existing Subsidiaries and in Supplier Joint Ventures; provided that (a) each such Investment shall appear in the Project Budget as a separate Line Item, (b) the aggregate amount of each all such Investment Investments shall not at any time exceed the amount of such Line Item$10,000,000, (cb) no such Subsidiary or Supplier Joint Venture shall own or operate or possess any material license, franchise or right used in connection with the ownership or operation of the Resort Complex Project or any material Phase II Project assets, (dc) in the Borrowers case of any Investment in a Supplier Joint Venture, LVSI shall have delivered an Officers’ ' Certificate which certifies that in the reasonable judgment of such officer the Investment in such Supplier Joint Venture will result in an economic benefit to the Borrowers (taking into account such Investment) as a result of a reduction in the cost of the goods or services being acquired from the Supplier Joint Venture over the life of the Investment and (ed) neither none of the Borrowers Borrowers, nor any other Subsidiary of their Subsidiaries the Borrower shall incur any liabilities or Contingent Obligations contingent obligations in respect of the obligations of such Supplier Subsidiary or Joint Venture;
(vvii) receivables owing to the Borrowers or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, that such trade terms may include such concessionary trade terms as the Borrowers or any such Subsidiary deems reasonable under the circumstancesmake Consolidated Capital Expenditures permitted by subsection 7.14;
(viviii) payroll, travel and similar Borrowers may make loans or advances to cover matters that are expected at their employees (a) to fund the time exercise price of such advances ultimately options granted under Borrowers' stock option plans or agreements or employment agreements as in effect on the Closing Date and (b) for other purposes in an amount not to be treated as expenses for accounting purposes and that are made exceed $1,000,000 in the ordinary course of businessaggregate outstanding at any time;
(viiix) the Borrowers and their Subsidiaries may hold investments consisting of securities or other obligations received in settlement of debt created in the ordinary course of business and owing to the Borrowers or any Subsidiary or in satisfaction of judgments;
(viiix) the Borrowers and their Restricted Subsidiaries may incur any Contingent Obligation permitted under subsection 6.4 to the extent such Contingent Obligation constitutes an Investment permitted thereunder;
(ix) the Borrowers and their Subsidiaries may make and own Investments in Cash Equivalents;
(x) create one or more Subsidiaries for the purpose of establishing foreign or domestic offices for marketing or to otherwise further the business of the Borrowers as described in Section 7.12 hereof (at their election, Borrowers may designate any such Subsidiary to be an Excluded Subsidiary) and (y) make Investments in any or any all of their such Subsidiaries may make loans or advances to their employees or directors or former employees or directors in an aggregate amount not to exceed $2,000,000 in the aggregate outstanding at any time; provided that (a) each such loan shall appear in the Project Budget as a separate Line Item and (b) the amount of each such loan shall not at any time exceed the amount of such Line Item; and10,000,000;
(xi) the Borrowers and their Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $1,000,000; provided that (a) each such Investment shall appear in the Project Budget as a separate Line Item and (b) the amount of each such Investment shall not at any time exceed the amount of such Line Item5,000,000.
Appears in 1 contract
Investments; Joint Ventures; Formation of Subsidiaries. The Borrowers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture Venture, or otherwise form or create any Subsidiary, except:
(ia) the Borrowers and their Subsidiaries may make and own Investments in Cash Equivalents (as defined in section 1.1 of the Phase II Mall provided that such Investments are otherwise in accordance with this Bank Credit Agreement, the other Loan Documents and the Phase II Mall Sale Agreement (unless the Borrowers have demonstrated to the Administrative Agent in its sole determination that the Borrowers will not own any such Investment which is not in accordance with the Phase II Mall Sale Agreement on the anticipated Phase II Mall Release Date);
(iib) the Borrowers may continue to own their existing Investments existing on in the Closing Date Intermediate Holding Companies, the Excluded Subsidiaries and the Mall Construction Subsidiary described in Schedule 6.36.2, provided that the Borrowers and their Subsidiaries may not make any additional Investments in such Persons except as permitted by clauses (c), (d), (e) and (i) below;
(iiic) any Investment made as the Borrowers may transfer the Mall Collateral to the Mall Subsidiary to the extent permitted by section 6.1(e) and may transfer a result 1% managing membership interest in each of the receipt of non-cash consideration from an Asset Sale that was made pursuant Mall Subsidiary and the Mall Direct Holdings to and in compliance with this Agreementthe Mall Manager;
(ivd) the Borrowers may transfer the Phase II Land to the Phase II Subsidiary to the extent permitted by section 6.1(f) and may transfer a 1% managing membership interest in each of the Phase II Subsidiary and Phase II Direct Holdings to the Phase II Manager;
(e) the Borrowers and their Subsidiaries may invest in the Mall Subsidiary or the Phase II Subsidiary, or both, any cash or other property contributed to the Borrowers by Sxxxxxx X. Xxxxxxx or any of his Affiliates for either of such express purposes;
(f) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or would result therefrom, the Borrowers or any of their Subsidiaries may form and make 98 Investments in new or existing Supplier Subsidiaries and in Joint VenturesVenture Suppliers; provided that (a) each such Investment shall appear in the Project Budget as a separate Line Item, (bi) the aggregate amount of each all such Investment Investments shall not at any time exceed the amount of such Line Item$10,000,000, (cii) no Supplier such Subsidiary or Joint Venture Supplier shall own or operate or possess any material license, franchise or right used in connection with the ownership or operation of the Resort Complex Project or any material Phase II Project assets, (diii) in the Borrowers case of any Investment in a Joint Venture Supplier, LVSI shall have delivered to the Administrative Agent an Officers’ ' Certificate which certifies that in the reasonable judgment of such officer officers the Investment in such Supplier Joint Venture Supplier will result in an economic benefit to the Borrowers (taking into account such Investment) as a result of a reduction in the cost of the goods or services being acquired from the Supplier Joint Venture Supplier over the life of the Investment and (eiv) neither none of the Borrowers Borrowers, nor any other Subsidiary of their Subsidiaries either Borrower, shall incur any liabilities or Contingent Obligations contingent obligations in respect of the obligations of such Supplier Subsidiary or Joint VentureVenture Supplier;
(vg) receivables owing the Borrowers may make Consolidated Capital Expenditures to the Borrowers or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, that such trade terms may include such concessionary trade terms as the Borrowers or any such Subsidiary deems reasonable under the circumstancesextent permitted by section 6.9;
(vi) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
(viih) the Borrowers and their Subsidiaries may hold investments Investments consisting of securities or other obligations received in settlement of debt indebtednesses created in the ordinary course of business and owing to the Borrowers one or any Subsidiary or in satisfaction more of judgments;
(viii) the Borrowers and their Restricted Subsidiaries may incur any Contingent Obligation permitted under subsection 6.4 to the extent such Contingent Obligation constitutes an Investment permitted thereunder;
(ix) the Borrowers and their Subsidiaries may make and own Investments or in Cash Equivalentssatisfaction of judgments with respect to such indebtednesses;
(xi) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrowers may make cash contributions to the Mall Subsidiary in an aggregate amount not to exceed $5,00,000 to pay fees and expenses in connection with the refinancing of the Interim Mall Facility;
(j) the Borrowers or any of their Subsidiaries may make loans or advances to their employees (i) to fund the exercise price of options granted under the Borrowers' stock option plans or directors agreements or former employees or directors employment agreements as in effect on November 14, 1997, and (ii) for other purposes in an amount not to exceed $2,000,000 1,000,000 in the aggregate outstanding at any time; provided that (a) each such loan shall appear in the Project Budget as a separate Line Item and (b) the amount of each such loan shall not at any time exceed the amount of such Line Item; and
(xik) the Borrowers and their Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $1,000,000; provided that (a) each such Investment shall appear in the Project Budget as a separate Line Item and (b) the amount of each such Investment shall not at any time exceed the amount of such Line Item5,000,000.
Appears in 1 contract
Samples: Term Loan and Security Agreement (Grand Canal Shops Mall Construction LLC)
Investments; Joint Ventures; Formation of Subsidiaries. The Borrowers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture or otherwise form or create any Subsidiary, except:
(i) the Borrowers and their Subsidiaries may make and own Investments in the Phase II Mall provided that such Investments are otherwise in accordance with this Agreement, the other Loan Documents and the Phase II Mall Sale Agreement (unless the Borrowers have demonstrated to the Administrative Agent in its sole determination that the Borrowers will not own any such Investment which is not in accordance with the Phase II Mall Sale Agreement on the anticipated Phase II Mall Release Date)Cash Equivalents;
(ii) Borrowers may continue to own their existing Investments existing on in the Closing Date Mall Intermediate Holdings, Mall Subsidiary, Phase II Subsidiary, Phase II Manager, Phase II Direct Holding Company, Mall Manager, Mall Direct Holdings and Mall Construction Subsidiary described in Schedule 6.36.3 hereto, provided that Borrowers and their Subsidiaries may not make any additional Investments in such Persons except as permitted by clauses (iii), (v) and (vi) below;
(iii) any Investment made as a result Borrowers may cause the transfer of the receipt Mall Collateral to Mall Subsidiary to the extent permitted by subsection 6.6(iv) and immediately therewith transfer a 1% managing membership interest in each of non-cash consideration from an Asset Sale that was made pursuant Mall Subsidiary and Mall Direct Holdings to and in compliance with this AgreementMall Manager;
(iv) so Borrowers may transfer the Phase II Land to Phase II Subsidiary to the extent permitted by subsection 6.6(v) and immediately thereafter transfer a 1% managing membership interest in each of Mall Subsidiary and Mall Direct Holdings to Mall Manager;
(v) Borrower and their Subsidiaries may invest in Mall Subsidiary or Phase II Subsidiary any cash or other property contributed to Borrowers by Adelson or any ox xxx Xffiliates after Completion Date for such purpose;
(vi) So long as no Event of Default or Potential Event of Default shall have occurred and be continuing or would result therefrom, the Borrowers or any of their Subsidiaries may form and make Investments in new or existing Subsidiaries and in Supplier Joint Ventures; provided that (a) each such Investment shall appear in the Project Budget as a separate Line Item, (b) the aggregate amount of each all such Investment Investments shall not at any time exceed the amount of such Line Item$10,000,000, (cb) no such Subsidiary or Supplier Joint Venture shall own or operate or possess posses any material license, franchise or right used in connection with the ownership or operation of the Resort Complex Project or any material Phase II Project assets, (dc) in the Borrowers case of any Investment in a Supplier Joint Venture, LVSI shall have delivered an Officers’ ' Certificate which certifies that in the reasonable judgment of such officer the Investment in such Supplier Joint Venture will result in an economic benefit to the Borrowers (taking into account such Investment) as a result of a reduction in the cost of the goods or services being acquired from the Supplier Joint Venture over the life of the Investment and (ed) neither none of Borrowers, nor any other Subsidiary of the Borrowers nor any of their Subsidiaries Borrower shall incur any liabilities or Contingent Obligations contingent obligations in respect of the obligations of such Supplier Subsidiary or Joint Venture;
(vvii) receivables owing Borrowers may make loans or advances to their employees (i) to fund the Borrowers exercise price of options granted under Borrowers' stock option plans or any Subsidiary if created agreements or acquired 91 employment agreements as in effect on the Closing Date and (ii) for other purposes in an amount not to exceed $1,000,000 in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, that such trade terms may include such concessionary trade terms as the Borrowers or aggregate outstanding at any such Subsidiary deems reasonable under the circumstancestime;
(viviii) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
(vii) the Borrowers and their Subsidiaries may hold investments consisting of securities or other obligations received in settlement of debt created in the ordinary course of business and owing to the Borrowers or any Subsidiary or in satisfaction of judgments;
(viii) the Borrowers and their Restricted Subsidiaries may incur any Contingent Obligation permitted under subsection 6.4 to the extent such Contingent Obligation constitutes an Investment permitted thereunder;; and
(ix) the Borrowers and their Subsidiaries may make and own Investments in Cash Equivalents;
(x) the Borrowers or any of their Subsidiaries may make loans or advances to their employees or directors or former employees or directors in an amount not to exceed $2,000,000 in the aggregate outstanding at any time; provided that (a) each such loan shall appear in the Project Budget as a separate Line Item and (b) the amount of each such loan shall not at any time exceed the amount of such Line Item; and
(xi) the Borrowers and their Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $1,000,000; provided that (a) each such Investment shall appear in the Project Budget as a separate Line Item and (b) the amount of each such Investment shall not at any time exceed the amount of such Line Item5,000,000.
Appears in 1 contract
Samples: Credit Agreement (Grand Canal Shops Mall Construction LLC)
Investments; Joint Ventures; Formation of Subsidiaries. The Borrowers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture or otherwise form or create any Subsidiary, except:
(i) the Borrowers and their Subsidiaries may make and own Investments in the Phase II Mall provided that such Investments are otherwise in accordance with this Agreement, the other Loan Documents and the Phase II Mall Sale Agreement (unless the Borrowers have demonstrated to the Administrative Agent in its sole determination that the Borrowers will not own any such Investment which is not in accordance with the Phase II Mall Sale Agreement on the anticipated Phase II Mall Release Date)Cash Equivalents;
(ii) Borrowers may continue to own their existing Investments existing on in the Closing Date Intermediate Holding Companies, the Excluded Subsidiaries and Mall Construction Subsidiary described in Schedule 6.37.3 annexed hereto, provided that Borrowers and their Subsidiaries may not make any additional Investments in such Persons except as permitted by clauses (iii), (iv), (v) and (x) below;
(iii) any Investment made as a result Borrowers may cause the transfer of the receipt Mall Collateral to Mall Subsidiary to the extent permitted by subsection 7.7(v) and immediately thereafter transfer a 1% managing membership interest in each of non-cash consideration from an Asset Sale that was made pursuant Mall Subsidiary and Mall Direct Holdings to and in compliance with this AgreementMall Manager;
(iv) so Borrowers may transfer the Phase II Land to Phase II Subsidiary to the extent permitted by subsection 7.7 (vi) and immediately thereafter transfer a 1% managing membership interest in each of Phase II Subsidiary and Phase II Direct Holdings to Phase II Manager;
(v) Borrower and their Subsidiaries may invest in Mall Subsidiary or Phase II Subsidiary any cash or other property contributed to Borrowers by Xxxxxxx or any of his Affiliates for such purpose;
(vi) So long as no Event of Default or Potential Event of Default shall have occurred and be continuing or would result therefrom, the Borrowers or any of their Subsidiaries may form and make Investments in new or existing Subsidiaries and in Supplier Joint Ventures; provided that (a) each such Investment shall appear in the Project Budget as a separate Line Item, (b) the aggregate amount of each all such Investment Investments shall not at any time exceed the amount of such Line Item$10,000,000, (cb) no such Subsidiary or Supplier Joint Venture shall own or operate or possess any material license, franchise or right used in connection with the ownership or operation of the Resort Complex Project or any material Phase II Project assets, (dc) in the Borrowers case of any Investment in a Supplier Joint Venture, LVSI shall have delivered an Officers’ ' Certificate which certifies that in the reasonable judgment of such officer the Investment in such Supplier Joint Venture will result in an economic benefit to the Borrowers (taking into account such Investment) as a result of a reduction in the cost of the goods or services being acquired from the Supplier Joint 117 Venture over the life of the Investment and (ed) neither none of the Borrowers Borrowers, nor any other Subsidiary of their Subsidiaries the Borrower shall incur any liabilities or Contingent Obligations contingent obligations in respect of the obligations of such Supplier Subsidiary or Joint Venture;
(vvii) receivables owing to the Borrowers or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, that such trade terms may include such concessionary trade terms as the Borrowers or any such Subsidiary deems reasonable under the circumstancesmake Consolidated Capital Expenditures permitted by subsection 7.14;
(viviii) payroll, travel and similar Borrowers may make loans or advances to cover matters that are expected at their employees (a) to fund the time exercise price of such advances ultimately options granted under Borrowers' stock option plans or agreements or employment agreements as in effect on the Closing Date and (b) for other purposes in an amount not to be treated as expenses for accounting purposes and that are made exceed $1,000,000 in the ordinary course of businessaggregate outstanding at any time;
(viiix) the Borrowers and their Subsidiaries may hold investments consisting of securities or other obligations received in settlement of debt created in the ordinary course of business and owing to the Borrowers or any Subsidiary or in satisfaction of judgments;
(viii) the Borrowers and their Restricted Subsidiaries may incur any Contingent Obligation permitted under subsection 6.4 to the extent such Contingent Obligation constitutes an Investment permitted thereunder;
(ix) the Borrowers and their Subsidiaries may make and own Investments in Cash Equivalentsjudgements;
(x) the So long as no Event of Default or Potential Event of Default shall have occurred and be continuing or would result therefrom, Borrowers or any of their Subsidiaries may make loans or advances Cash contributions to their employees or directors or former employees or directors Mall Subsidiary in an aggregate amount not to exceed $2,000,000 5,000,000 to pay fees and expenses in connection with the aggregate outstanding at any time; provided that (a) each such loan shall appear in refinancing of the Project Budget as a separate Line Item and (b) the amount of each such loan shall not at any time exceed the amount of such Line ItemInterim Mall Facility; and
(xi) the Borrowers and their Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $1,000,000; provided that (a) each such Investment shall appear in the Project Budget as a separate Line Item and (b) the amount of each such Investment shall not at any time exceed the amount of such Line Item5,000,000.
Appears in 1 contract
Samples: Credit Agreement (Grand Canal Shops Mall Construction LLC)
Investments; Joint Ventures; Formation of Subsidiaries. The Borrowers shall not, and shall not permit any of their Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture or otherwise form or create any Restricted Subsidiary, except:
(i) the Borrowers and their Restricted Subsidiaries may make and own Investments in the Phase II Mall provided that such Investments are otherwise in accordance with this Agreement, the other Loan Documents and the Phase II Mall Sale Agreement (unless the Borrowers have demonstrated to the Administrative Agent in its sole determination that the Borrowers will not own any such Investment which is not in accordance with the Phase II Mall Sale Agreement on the anticipated Phase II Mall Release Date)Cash Equivalents;
(ii) Investments existing on the Closing Date and described in Schedule 6.37.3;
(iii) Investments (including the formation or creation of a Subsidiary) by any Borrower in the other Borrower or in any Restricted Subsidiaries or by any Restricted Subsidiary in the Borrowers or other Restricted Subsidiaries; provided, that the aggregate amount of such Investments made by any Loan Party in or to Non-Guarantor Restricted Subsidiaries shall not exceed $10,000,000 at any time;
(iv) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with this Agreement;
(ivv) receivables owing to the Borrowers or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Borrowers or any such Restricted Subsidiary deems reasonable under the circumstances;
(vi) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
(vii) the Borrowers and their Restricted Subsidiaries may invest in any Non-Guarantor Restricted Subsidiary or in any Excluded Subsidiary any cash or other property contributed to the Borrowers either (x) in exchange for common equity or (y) in the form of Shareholder Subordinated Indebtedness by Xxxxxxx or any of his Affiliates or Related Persons for such purpose;
(viii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or would result therefrom, the Borrowers or any of their Restricted Subsidiaries may form and make Investments in new or existing Supplier Non-Guarantor Restricted Subsidiaries, Excluded Subsidiaries and in Joint Ventures; provided that (a) each such Investment shall appear in the Project Budget as a separate Line Item, (b) the aggregate amount of each all such Investment Investments (exclusive of any such Investments existing on the Closing Date and described in Schedule 7.3) shall not at any time exceed the amount of such Line Item$25,000,000, (cb) no Supplier Joint Venture shall own or operate or possess any material license, franchise or right used in connection with the ownership or operation of the Resort Complex or any material Phase II Project assets, (dc) in the Borrowers case of any Investment in a Supplier Joint Venture, LVSI shall have delivered an Officers’ ' Certificate which certifies that in the reasonable judgment of such officer the Investment in such Supplier Joint Venture will result in an economic benefit to the Borrowers (taking into account such Investment) as a result of a reduction in the cost of the goods or services being acquired from the Supplier Joint Venture over the life of the Investment and (ed) neither in the case of an Excluded Subsidiary or Joint Venture, unless otherwise permitted by subsection 7.4, none of the Borrowers, nor any other Restricted Subsidiary of the Borrowers nor any of their Subsidiaries shall incur any liabilities or Contingent Obligations in respect of the obligations of such Supplier Excluded Subsidiary or Joint Venture;
(vix) receivables owing to the Borrowers or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, that such trade terms their Restricted Subsidiaries may include such concessionary trade terms as make Consolidated Capital Expenditures permitted by subsection 7.14;
(x) the Borrowers or any such Subsidiary deems reasonable of their Restricted Subsidiaries may make loans or advances to their employees or directors or former employees or directors (a) to fund the exercise price of options granted under the circumstancesBorrowers' stock option plans or agreements or employment agreements, in each case, as approved by LVSI's Board of Directors or (b) for other purposes in an amount not to exceed $2,000,000 in the aggregate outstanding at any time;
(vi) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
(viixi) the Borrowers and their Restricted Subsidiaries may hold investments consisting of securities or other obligations received in settlement of debt created in the ordinary course of business and owing to the Borrowers or any Restricted Subsidiary or in satisfaction of judgments;
(viiixii) the Borrowers and their Restricted Subsidiaries may incur (x) create one or more Subsidiaries for the purpose of establishing foreign or domestic offices for marketing or to otherwise further the business of the Borrowers as described in subsection 7.12 hereof (at their election, the Borrowers may designate any Contingent Obligation permitted under subsection 6.4 such Subsidiary to the extent be an Excluded Subsidiary) and (y) make Investments in any or all of such Contingent Obligation constitutes Subsidiaries in an Investment permitted thereunderaggregate amount not to exceed $15,000,000;
(ixxiii) the Borrowers and their the Restricted Subsidiaries may make and own any Investments in any of the Excluded Subsidiaries or Non-Guarantor Restricted Subsidiaries, not to exceed (a) $75,000,000 in the aggregate for Cash Equivalents;
and Cash Equivalents and (xb) $150,000,000 in the aggregate for any guarantee of Indebtedness of, or performance by, any Excluded Subsidiaries or Non-Guarantor Restricted Subsidiaries by the Borrowers or any of their Restricted Subsidiaries, which Contingent Liability is permitted under subsection 7.4;
(xiv) the Borrowers and any of their Restricted Subsidiaries may make loans Investments in any of the Excluded Subsidiaries or advances to their employees or directors or former employees or directors Non-Guarantor Restricted Subsidiaries in an amount not equal to exceed $2,000,000 the sum of (1) 50% of (A) the Consolidated Net Income of the Borrowers and their Restricted Subsidiaries for the period (taken as one accounting period) from July 1, 2004 to the end of the LVSI's most recently ended Fiscal Quarter for which internal financial statements are available (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit) less (B) the amount paid or to be paid in respect of such period pursuant to subsection 7.5(v) to shareholders or members other than the Borrowers, plus (2) without duplication, 100% of the aggregate outstanding net cash proceeds received by the Borrowers since July 1, 2004 from capital contributions (other than cash equity contributions made by Xxxxxxx or any of his Affiliates to be included in Consolidated Adjusted EBITDA to meet the financial covenants set forth in subsection 7.6) or the issue or sale of equity Securities or debt Securities of the Borrowers that have been converted into or exchanged for such equity Securities of the Borrowers (other than equity Securities or such debt Securities of the Borrowers sold to a Restricted Subsidiary of the Borrowers), plus (3) the Appraised Value of the SECC if contributed, distributed or transferred without consideration (other than the assumption of liability taken into consideration in calculating the amount under this clause) to the Borrowers or any Subsidiary Guarantor, minus the amount of any liability assumed in connection with the contribution, distribution or transfer of such assets (which contribution, distribution or transfer may be in the form of all of the Capital Stock of an entity whose only material assets consist of the SECC) plus (4) to the extent not otherwise included in the Borrowers and their Restricted Subsidiaries' Consolidated Net Income, 100% of the cash dividends or distributions or the amount of the cash principal and interest payments received since July 1, 2004, by the Borrowers or any Restricted Subsidiary from any Excluded Subsidiary or in respect of any Joint Venture (other than dividends or distributions to pay obligations of or with respect to such Excluded Subsidiary such as income taxes) until the entire amount of the Investment in such Excluded Subsidiary has been received or the entire amount of such Investment in a Joint Venture has been returned, as the case may be, and 50% of such amounts thereafter; provided, however that in the event that the Borrowers convert an Excluded Subsidiary to a Restricted Subsidiary, the Borrowers may add back to this clause the aggregate amount of any Investment in such Subsidiary that was an Investment made pursuant to subsection 7.3(ix) at the time of such Investment;
(xv) the Borrowers and any timeof their Restricted Subsidiaries may make Investments out of the proceeds of the substantially concurrent sale or issuance of equity Securities of the Borrowers (or, to the extent the proceeds of such issuance are contributed to the Borrowers or their Restricted Subsidiaries, Holdco); provided that (a) each such loan shall appear in the Project Budget as a separate Line Item and (b) the amount of each such loan shall not at any time exceed net cash proceeds from the amount sale of such Line Item; andequity Securities shall be excluded from clause (xiv)(2) above;
(xixvi) the Borrowers and their Restricted Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $1,000,00025,000,000; provided that and
(axvii) each the Borrowers and their Restricted Subsidiaries may incur any Contingent Obligation permitted under subsection 7.4 to the extent such Investment shall appear Contingent Obligation constitutes an Investment; and
(xviii) Venetian may own Investments in the Project Budget as a separate Line Item and (b) Phase II Mall Subsidiary in the form of the Intercompany Mall Note in the amount required to be so invested by Section 6.15E. Notwithstanding anything to the contrary in this subsection 7.3, any cash Investments made in either Phase II Mall Borrower shall be made in the form of each such Investment intercompany loans from Venetian to the Phase II Mall Subsidiary and shall not at any time exceed increase the principal amount of the Intercompany Mall Note by the amount of such Line ItemInvestment.
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Investments; Joint Ventures; Formation of Subsidiaries. The Borrowers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture or otherwise form or create any Subsidiary, except:
(i) the Borrowers and their Subsidiaries may make and own Investments in the Phase II Mall provided that such Investments are otherwise in accordance with this Agreement, the other Loan Documents and the Phase II Mall Sale Agreement (unless the Borrowers have demonstrated to the Administrative Agent in its sole determination that the Borrowers will not own any such Investment which is not in accordance with the Phase II Mall Sale Agreement on the anticipated Phase II Mall Release Date)Cash Equivalents;
(ii) Borrowers may continue to own their existing Investments existing on in the Closing Date Intermediate Holding Companies, the Excluded Subsidiaries and Mall Construction Subsidiary described in Schedule 6.37.3 annexed hereto, provided that Borrowers and their Subsidiaries may not make any additional Investments in such Persons except as permitted by clauses (iii), (iv), (v) and (x) below;
(iii) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with this Agreement[Intentionally omitted];
(iv) so Borrowers may transfer a 1% managing membership interest in each of Phase II Subsidiary and Phase II Direct Holdings to Phase II Manager;
(v) Borrower and their Subsidiaries may invest in New Mall Subsidiary or Phase II Subsidiary any cash or other property contributed to Borrowers by Xxxxxxx or any of his Affiliates for such purpose;
(vi) So long as no Event of Default or Potential Event of Default shall have occurred and be continuing or would result therefrom, the Borrowers or any of their Subsidiaries may form and make Investments in new or existing Subsidiaries and in Supplier Joint Ventures; provided that (a) each such Investment shall appear in the Project Budget as a separate Line Item, (b) the aggregate amount of each all such Investment Investments shall not at any time exceed the amount of such Line Item$10,000,000, (cb) no such Subsidiary or Supplier Joint Venture shall own or operate or possess any material license, franchise or right used in connection with the ownership or operation of the Resort Complex Project or any material Phase II Project assets, (dc) in the Borrowers case of any Investment in a Supplier Joint Venture, LVSI shall have delivered an Officers’ ' Certificate which certifies that in the reasonable judgment of such officer the Investment in such Supplier Joint Venture will result in an economic benefit to the Borrowers (taking into account such Investment) as a result of a reduction in the cost of the goods or services being acquired from the Supplier Joint Venture over the life of the Investment and (ed) neither none of the Borrowers Borrowers, nor any other Subsidiary of their Subsidiaries the Borrower shall incur any liabilities or Contingent Obligations contingent obligations in respect of the obligations of such Supplier Subsidiary or Joint Venture;
(vvii) receivables owing to the Borrowers or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, that such trade terms may include such concessionary trade terms as the Borrowers or any such Subsidiary deems reasonable under the circumstancesmake Consolidated Capital Expenditures permitted by subsection 7.14;
(viviii) payroll, travel and similar Borrowers may make loans or advances to cover matters that are expected at their employees (a) to fund the time exercise price of such advances ultimately options granted under Borrowers' stock option plans or agreements or employment agreements as in effect on the Closing Date and (b) for other purposes in an amount not to be treated as expenses for accounting purposes and that are made exceed $1,000,000 in the ordinary course of businessaggregate outstanding at any time;
(viiix) the Borrowers and their Subsidiaries may hold investments consisting of securities or other obligations received in settlement of debt created in the ordinary course of business and owing to the Borrowers or any Subsidiary or in satisfaction of judgments;
(viii) the Borrowers and their Restricted Subsidiaries may incur any Contingent Obligation permitted under subsection 6.4 to the extent such Contingent Obligation constitutes an Investment permitted thereunder;
(ix) the Borrowers and their Subsidiaries may make and own Investments in Cash Equivalents;
(x) the Borrowers or any of their Subsidiaries may make loans or advances to their employees or directors or former employees or directors in an amount not to exceed $2,000,000 in the aggregate outstanding at any time; provided that (a) each such loan shall appear in the Project Budget as a separate Line Item and (b) the amount of each such loan shall not at any time exceed the amount of such Line Item[Intentionally omitted]; and
(xi) the Borrowers and their Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $1,000,000; provided that (a) each such Investment shall appear in the Project Budget as a separate Line Item and (b) the amount of each such Investment shall not at any time exceed the amount of such Line Item5,000,000.
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Investments; Joint Ventures; Formation of Subsidiaries. The Borrowers shall not, and shall not permit any of their Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture or otherwise form or create any Restricted Subsidiary, except:
(i) the Borrowers and their Restricted Subsidiaries may make and own Investments in the Phase II Mall provided that such Investments are otherwise in accordance with this Agreement, the other Loan Documents and the Phase II Mall Sale Agreement (unless the Borrowers have demonstrated to the Administrative Agent in its sole determination that the Borrowers will not own any such Investment which is not in accordance with the Phase II Mall Sale Agreement on the anticipated Phase II Mall Release Date)Cash Equivalents;
(ii) Investments existing on the Closing Date and described in Schedule 6.3SCHEDULE 7.3;
(iii) Investments (including the formation or creation of a Subsidiary) (a) by any Borrower in the other Borrower or in any Restricted Subsidiaries or by any Restricted Subsidiary in the Borrowers or other Restricted Subsidiaries; PROVIDED, that the aggregate amount of Investments under this clause (a) made by any Loan Party in or to Non-Guarantor Restricted Subsidiaries shall not exceed $5,000,000 at any time, or (b) by the Borrowers or any Restricted Subsidiary in any Excluded Subsidiary; PROVIDED that the aggregate amount of Investments under this clause (b) shall not exceed $5,000,000 at any time;
(iv) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with this Agreement;
(ivv) receivables owing to the Borrowers or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; PROVIDED, HOWEVER, that such trade terms may include such concessionary trade terms as the Borrowers or any such Restricted Subsidiary deems reasonable under the circumstances;
(vi) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
(vii) any transfer or other issuance of equity interests representing not more than 1% of the total equity interest of Phase II Subsidiary or Phase II Holdings or any Subsidiary thereof to Phase II Manager or any Excluded Subsidiary;
(viii) the Borrowers and their Restricted Subsidiaries may invest in any Non-Guarantor Restricted Subsidiary, any Excluded Subsidiary, any of the Macau Entities or in the Phase II Project any cash or other property contributed to the Borrowers by Adelson or any of his Affiliates or Related Persons for such xxxxxxe;
(ix) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or would result therefrom, the Borrowers or any of their Restricted Subsidiaries may form and make Investments in new or existing Supplier Non-Guarantor Restricted Subsidiaries, Excluded Subsidiaries and in Joint Ventures; provided PROVIDED that (a) each such Investment shall appear in the Project Budget as a separate Line Item, (b) the aggregate amount of each all such Investment Investments shall not at any time exceed the amount of such Line Item$10,000,000, (cb) no Supplier Joint Venture shall own or operate or possess any material license, franchise or right used in connection with the ownership or operation of the Resort Complex Project or any material Phase II Project assets, (dc) in the Borrowers case of any Investment in a Supplier Joint Venture, LVSI shall have delivered an Officers’ ' Certificate which certifies that in the reasonable judgment of such officer the Investment in such Supplier Joint Venture will result in an economic benefit to the Borrowers (taking into account such Investment) as a result of a reduction in the cost of the goods or services being acquired from the Supplier Joint Venture over the life of the Investment and (ed) neither in the case of an Excluded Subsidiary or Joint Venture, unless otherwise permitted by subsection 7.4, none of the Borrowers, nor any other Restricted Subsidiary of the Borrowers nor any of their Subsidiaries shall incur any liabilities or Contingent Obligations in respect of the obligations of such Supplier Excluded Subsidiary or Joint Venture;
(vx) receivables owing to the Borrowers or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, that such trade terms their Restricted Subsidiaries may include such concessionary trade terms as make Consolidated Capital Expenditures permitted by subsection 7.14;
(xi) the Borrowers or any such Subsidiary deems reasonable of their Restricted Subsidiaries may make loans or advances to their employees or directors or former employees or directors (a) to fund the exercise price of options granted under the circumstancesBorrowers' stock option plans or agreements or employment agreements, in each case, as approved by LVSI's Board of Directors or (b) for other purposes in an amount not to exceed $2,000,000 in the aggregate outstanding at any time;
(vi) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
(viixii) the Borrowers and their Restricted Subsidiaries may hold investments consisting of securities or other obligations received in settlement of debt created in the ordinary course of business and owing to the Borrowers or any Restricted Subsidiary or in satisfaction of judgments;
(viiixiii) the Borrowers and their Restricted Subsidiaries may incur (x) create one or more Subsidiaries for the purpose of establishing foreign or domestic offices for marketing or to otherwise further the business of the Borrowers as described in subsection 7.12 hereof (at their election, the Borrowers may designate any Contingent Obligation permitted under subsection 6.4 such Subsidiary to the extent be an Excluded Subsidiary) and (y) make Investments in any or all of such Contingent Obligation constitutes Subsidiaries in an Investment permitted thereunderaggregate amount not to exceed $10,000,000;
(ixxiv) the Borrowers and any of their Restricted Subsidiaries may make and own Investments in Cash Equivalents;
the Phase II Project (xincluding Investments in any Excluded Subsidiary in connection therewith) the Borrowers or any of their Subsidiaries may make loans or advances to their employees or directors or former employees or directors in an amount not to exceed $2,000,000 in the aggregate outstanding at any time20,000,000; provided PROVIDED that (a) each the proceeds of such loan shall appear Investments are used solely for the design, architectural, engineering or permitting or other costs, including operating costs, in connection with the Project Budget as a separate Line Item development of the Phase II Land or Phase II Resort and (b) such costs are not incurred in connection with actual construction (excluding demolition, site preparation, site excavation and foundation work and excluding the Phase I-A Project) on the Phase II Land;
(xv) the Borrowers and the Restricted Subsidiaries may make any Investments in any of the Macau Entities, (including an Investment through an Excluded Subsidiary that has directly or indirectly an Investment in a Macau Entity) not to exceed (a) $40,000,000 in the aggregate for Cash and Cash Equivalents and (b) $90,000,000 in the aggregate for any guarantee of Indebtedness of, or performance by, any Macau Entities by the Borrowers or any of their Restricted Subsidiaries, which Contingent Liability is permitted under subsection 7.4; PROVIDED that such Investments will only by permitted pursuant to this clause for so long as the Borrowers or a Restricted Subsidiary are the only Affiliates of the Borrowers that have the contractual right to receive management, consulting, marketing, licensing or other fees or payments (other than reimbursements or repayments of loans or other Investments) from the Macau Project (the "MACAU FEES"); and PROVIDED FURTHER that such Macau Fees, in the aggregate, shall be reasonably comparable in amount to management fees that an unrelated, third-party manager would receive in similar circumstances, as evidenced by an opinion of an Independent Financial Advisor in the gaming or hospitality field;
(xvi) the Borrowers and any of their Restricted Subsidiaries may make Investments in any of the Macau Entities or in the Phase II Project (including any Investment in any Excluded Subsidiary in connection therewith) in an amount equal to the sum of (1) 50% of (A) the Consolidated Net Income of the Borrowers and their Restricted Subsidiaries for the period (taken as one accounting period) from the Closing Date to the end of the LVSI's most recently ended Fiscal Quarter for which internal financial statements are available (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit) LESS (B) the amount paid or to be paid in respect of such period pursuant to subsection 7.5(v) to shareholders or members other than the Borrowers, PLUS (2) without duplication, 100% of the aggregate net cash proceeds received by the Borrowers since the Closing Date from capital contributions (other than cash equity contributions made by Adelson or any of his Affiliates to be included in Consolidaxxx Xxxusted EBITDA to meet the financial covenants set forth in subsection 7.6) or the issue or sale of equity Securities or debt Securities of the Borrowers that have been converted into or exchanged for such equity Securities of the Borrowers (other than equity Securities or such debt Securities of the Borrowers sold to a Restricted Subsidiary of the Borrowers), PLUS (3) the Appraised Value of the Expo Center or the Phase II Land and any improvements thereon if contributed, distributed or transferred without consideration (other than the assumption of liability taken into consideration in calculating the amount under this clause) to the Borrowers or any Subsidiary Guarantor, minus the amount of each any liability assumed in connection with the contribution, distribution or transfer of such loan shall assets (which contribution, distribution or transfer may be in the form of all of the Capital Stock of an entity whose only material assets consist of the Expo Center or the Phase II Land and any improvements thereon) PLUS (4) to the extent not at any time exceed otherwise included in the Borrowers and their Restricted Subsidiaries' Consolidated Net Income, 100% of the cash dividends or distributions or the amount of the cash principal and interest payments received since the Closing Date by the Borrowers or any Restricted Subsidiary from any Excluded Subsidiary or in respect of any Joint Venture (other than dividends or distributions to pay obligations of or with respect to such Line ItemExcluded Subsidiary such as income taxes) until the entire amount of the Investment in such Excluded Subsidiary has been received or the entire amount of such Investment in a Joint Venture has been returned, as the case may be, and 50% of such amounts thereafter; andPROVIDED, however that in the event that the Borrowers convert an Excluded Subsidiary to a Restricted Subsidiary, the Borrowers may add back to this clause the aggregate amount of any Investment in such Subsidiary that was an Investment made pursuant to subsection 7.3(x) at the time of such Investment other than the conversion of the Phase II Subsidiary to a Restricted Subsidiary in which case the amount added back to this clause shall be the amount calculated under clause (3) above as if such Phase II Subsidiary were contributed to the Borrowers under such clause;
(xixvii) the Borrowers and any of their Restricted Subsidiaries may make Investments out of the proceeds of the substantially concurrent sale or issuance of equity Securities of the Borrowers; PROVIDED, that the amount of any net cash proceeds from the sale of such equity Securities shall be excluded from clause (xvi)(2) above;
(xviii) the Borrowers and their Restricted Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $1,000,00010,000,000; provided that and
(axix) each any Contingent Obligation permitted under subsection 7.4 to the extent such Investment shall appear in the Project Budget as a separate Line Item and (b) the amount of each such Investment shall not at any time exceed the amount of such Line ItemContingent Obligation constitutes an Investment.
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