FIRST AMENDMENT TO DISBURSEMENT COLLATERAL ACCOUNT AGREEMENTDisbursement Collateral Account Agreement • May 16th, 2005 • Las Vegas Sands Corp • Hotels & motels • New York
This FIRST AMENDMENT TO DISBURSEMENT COLLATERAL ACCOUNT AGREEMENT (this “First Amendment”) is dated as of February 22, 2005, and entered into by and among LAS VEGAS SANDS, INC., a Nevada corporation (“LVSI”), VENETIAN CASINO RESORT, LLC, a Nevada limited liability company (“VCR”), LIDO CASINO RESORT, LLC, a Nevada limited liability company (“LCR”, and jointly and severally with LVSI and VCR, “Pledgor”), THE BANK OF NOVA SCOTIA, as custodian and in its capacity as a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC (in such capacities, the “Financial Institution”), and THE BANK OF NOVA SCOTIA, a Canadian chartered bank, in its capacity as the Intercreditor Agent under the Intercreditor Agreement (as defined below) (in such capacity, “Intercreditor Agent”) for and on behalf of (i) each Mortgage Note Secured Party (as defined below), (ii) U.S. Bank National Association, a national banking association, as the trustee (the “
AMENDED AND RESTATED SUBSIDIARY GUARANTYSubsidiary Guaranty • May 16th, 2005 • Las Vegas Sands Corp • Hotels & motels • New York
This AMENDED AND RESTATED SUBSIDIARY GUARANTY (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Guaranty”), dated as of February 22, 2005, is made by each Subsidiary of Las Vegas Sands, Inc., a Nevada corporation (“LVSI”), required from time to time to become party hereto (each individually, a “Guarantor” and, collectively, the “Guarantors”), in favor of and for the benefit of THE BANK OF NOVA SCOTIA, as administrative agent (together with its successor(s) thereto in such capacity, the “Administrative Agent”) for each of the Secured Parties.
SECOND AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • May 16th, 2005 • Las Vegas Sands Corp • Hotels & motels • Nevada
This SECOND AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT (this “Second Amendment”), dated as of February 22, 2005, is entered into by and between LAS VEGAS SANDS, INC., a Nevada corporation (“LVSI”), VENETIAN CASINO RESORT, LLC, a Nevada limited liability company (“Venetian”), and each Subsidiary Guarantor (as defined below) from time to time a party to this Agreement (individually each a “Debtor” and collectively, “Debtors”), and THE BANK OF NOVA SCOTIA, a Canadian chartered bank (“Scotiabank”), in its capacity as the Intercreditor Agent under the Intercreditor Agreement (as defined below) (in such capacity, “Intercreditor Agent”) for and on behalf of (i) each Bank Secured Party (as defined below), (ii) U.S. Bank National Association, a national banking association, as the trustee (the “Mortgage Notes Indenture Trustee”) for and on behalf of the Mortgage Note Holders (individually, each a “Mortgage Note Secured Party” and together, the “Mortgage Note Secured Parties”) under th
AMENDED AND RESTATED ENVIRONMENTAL INDEMNITYEnvironmental Indemnity Agreement • May 16th, 2005 • Las Vegas Sands Corp • Hotels & motels
THIS AMENDED AND RESTATED ENVIRONMENTAL INDEMNITY AGREEMENT (this “Indemnity”) is entered into as of the 22nd day of February, 2005, by LAS VEGAS SANDS, INC., a Nevada corporation (“LVSI”), VENETIAN CASINO RESORT, LLC, a Nevada limited liability company (“VCR”), LIDO CASINO RESORT, LLC, a Nevada limited liability company (“LCR”, jointly and severally with LVSI and VCR, the “Company”), to and for the benefit of THE BANK OF NOVA SCOTIA, as administrative agent (the “Administrative Agent”) for itself and the other agents and lenders under the Credit Agreement referred to below.
FIRST AMENDMENT TO MASTER DISBURSEMENT AGREEMENTMaster Disbursement Agreement • May 16th, 2005 • Las Vegas Sands Corp • Hotels & motels • New York
THIS FIRST AMENDMENT TO MASTER DISBURSEMENT AGREEMENT (this “First Amendment”), dated as of February 22, 2005, is entered into by and among LIDO CASINO RESORT, LLC, a Nevada limited liability company (“LCR”), PHASE II MALL HOLDING, LLC, a Nevada limited liability company (“Phase II Mall Holding”) and PHASE II MALL SUBSIDIARY, LLC, a Delaware limited liability company (“Phase II Mall Subsidiary” and, together with Phase II Mall Holding, the “Phase II Mall Borrowers”), THE BANK OF NOVA SCOTIA, a Canadian chartered bank, as the Bank Agent, THE BANK OF NOVA SCOTIA, a Canadian chartered bank, as the Phase II Mall Agent, GOLDMAN SACHS CREDIT PARTNERS L.P. and THE BANK OF NOVA SCOTIA, as the Joint Bank Arrangers and THE BANK OF NOVA SCOTIA, Canadian chartered bank, as the Disbursement Agent.
