Exhibit 10.9
SECOND AMENDMENT TO
AMENDED AND RESTATED RECIPROCAL
EASEMENT, USE AND OPERATING AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED RECIPROCAL EASEMENT, USE
AND OPERATING AGREEMENT (this "AMENDMENT") is dated as of this 4th day of June,
2002, by and among VENETIAN CASINO RESORT, LLC, a Nevada limited liability
company having an address at 3355 Las Vegas Boulevard South, room 1C, ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇ ("PHASE I LLC," in its capacity as "H/C I Owner" (as hereinafter
defined)), as successor-in-interest to Las Vegas Sands, Inc. ("LVSI"); LIDO
CASINO RESORT, LLC, a Nevada limited liability company having an address at 3355
Las Vegas Boulevard South, room 1C, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ("PHASE II LLC", in
its capacity as "H/C II Owner" (as hereinafter defined)), as
successor-in-interest to Phase I LLC in its capacity as the Owner of the Phase
II Land; GRAND CANAL SHOPS II, LLC, a Delaware liability company having an
address at 3355 Las Vegas Boulevard South, room 1G, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
("MALL SUBSIDIARY LLC," in its capacity as "Mall I Owner" (as hereinafter
defined)), as successor-in-interest to Grand Canal Shops Mall Subsidiary, LLC,
as successor-in-interest to Grand Canal Shops Mall, LLC, as
successor-in-interest to Grand Canal Shops Mall Construction, LLC; and INTERFACE
GROUP - NEVADA, INC., a Nevada corporation having an address at 3355 Las Vegas
Boulevard South, room 1B, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ("INTERFACE," in its capacity
as "SECC Owner" (as hereinafter defined)).
R E C I T A L S
A. WHEREAS, Phase I LLC, Grand Canal Shops Mall Construction, LLC,
and Interface previously entered into that certain Amended and Restated
Reciprocal
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Easement, Use and Operating Agreement, dated as of November 14, 1997 (the
"ORIGINAL REA") which was recorded on November 21, 1997 as Document Number 00731
in Book 971121 in the official records, ▇▇▇▇▇ County, Nevada ("▇▇▇▇▇ COUNTY");
and
B. WHEREAS, Phase I LLC, Phase II LLC, Grand Canal Shops Mall
Subsidiary, LLC, predecessor-in-interest to Mall Subsidiary LLC, and Interface
previously entered into that certain First Amendment to Amended and Restated
Reciprocal Easement, Use and Operating Agreement, dated as of December 20, 1999
(the "FIRST REA AMENDMENT"), which was recorded on December 23, 1999 as Document
Number 01043 in Book 991223 in the official records, ▇▇▇▇▇ County (the Original
REA, as amended by the First REA Amendment, hereinafter, collectively, the
"REA") (capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the REA); and
C. WHEREAS, in accordance with the FADAA, LVSI, Phase I LLC and
Interim Mall LLC effected the Subdivision; and
D. WHEREAS, in accordance with the provisions of the Mall I
Airspace/Ground Lease, Phase I LLC granted fee title in and to the Mall I
Airspace and the Retail Annex Land to Grand Canal Shops Mall Construction, LLC;
and
E. WHEREAS, in accordance with the provisions of the Sale and
Contribution Agreement, Grand Canal Shops Mall Construction, LLC conveyed all
its right, title and interest in and to the Phase I Mall to Grand Canal Shops
Mall, LLC; and
F. WHEREAS, Grand Canal Shops Mall, LLC conveyed all its right, title
and interest in and to the Phase I Mall to Grand Canal Shops Mall Subsidiary,
LLC; and
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G. WHEREAS, in accordance with the terms of that certain Third Sale
and Contribution Agreement, dated as of the date hereof between Grand Canal
Shops Mall Subsidiary, LLC and Mall Subsidiary LLC, Grand Canal Shops Mall
Subsidiary, LLC has conveyed all its right, title and interests in and to the
Phase I Mall to Mall Subsidiary LLC; and
H. WHEREAS, pursuant to a lease (the "PHASE IA LEASE"), dated as of
the date hereof, a memorandum of which will be recorded, Phase II LLC, as
landlord, has leased to Phase I LLC, as tenant, a portion of the airspace above
the Phase II Land, as more particularly described in Exhibit F (the "PHASE IA
AIRSPACE"), for a term of 99 years (or, if sooner, until the date on or about
which the Phase IA Subdivision (as hereinafter defined) has been effected, at
which time the Phase IA Lease provides, among other things, that fee title in
and to the airspace demised thereunder shall be granted by Phase II LLC to Phase
I LLC); and
I. WHEREAS, as of the date hereof (i) Phase I LLC is the owner in fee
simple of the Phase I Land (excluding the Mall I Airspace and the Retail Annex
Land) which is located in ▇▇▇▇▇ County and described on EXHIBIT A annexed hereto
(ii) Phase I LLC is the holder of a leasehold estate in the Phase IA Airspace
described on EXHIBIT B annexed hereto; (iii) Phase II LLC is the owner in fee
simple of the Phase II Land, which is located in ▇▇▇▇▇ County and described on
EXHIBIT C annexed hereto; (iv) Interface is the owner in fee simple of the SECC
Land, which is located in ▇▇▇▇▇ County and described on EXHIBIT D annexed
hereto; (v) Mall Subsidiary LLC is the owner in fee simple of the Retail Annex
Land, which is located in ▇▇▇▇▇ County and described on EXHIBIT E annexed
hereto; (vi) Mall Subsidiary LLC is the owner in fee simple of the
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Mall I Airspace, which is located in ▇▇▇▇▇ County and described in EXHIBIT F
annexed hereto; (vi) Mall Subsidiary LLC is the holder of leasehold estates in
the premises leased under the Billboard Master Lease, the Canyon Ranch Master
Lease and the Lutece Master Lease described in EXHIBIT G annexed hereto;
J. WHEREAS, Phase I LLC (in its capacity as Owner of the Phase I Land
(excluding the Mall I Airspace and the Retail Annex Land) and in its capacity as
lessee of the Phase IA Airspace), Phase II LLC (in its capacity as Owner of the
Phase II Land), Interface (in its capacity as Owner of the SECC Land), and Mall
Subsidiary (in its capacity as Mall I Owner) desire to amend the REA upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and in the REA, and for other good and valuable consideration, the mutual
receipt and legal sufficiency of which are hereby acknowledged, the parties
hereto, for themselves, their legal representatives, successors and assigns,
hereby agree as follows:
1. RECITALS.
(a) WHEREAS clause F of the Original REA is modified and amended
by deleting the parenthetical phrase "(the "BANK CREDIT AGREEMENT")" therefrom.
(b) WHEREAS clause H of the Original REA is modified and amended
by deleting the parenthetical phrase "(the "MORTGAGE NOTES")" therefrom.
(c) WHEREAS clause L of the Original REA is amended and restated
to read in its entirety as follows:
"L. WHEREAS, the Phase I Hotel/Casino will adjoin the SECC (the Phase I
Land and the airspace above it, less and except the Mall I Space,
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but including the Phase IA Airspace, sometimes collectively being
referred to herein as the "H/C I SPACE"; PROVIDED that after the
consummation of the H/C I/ Mall I Lot Line Modifications in accordance
with the terms of this Agreement, the term "H/C I SPACE" shall refer to
the Revised H/C I Space and any area covered by any Permanent Buffer
Zone Encroachment Easements granted to the H/C I Owner; and PROVIDED
further that after the consummation of modifications of the legal
description of the Phase IA Airspace in accordance with Article I,
Section 8 of this Agreement, the term "H/C I/SPACE" shall refer to the
Revised H/C I/Space, if applicable pursuant to the preceding proviso
clause, and the Revised Phase IA Airspace); and".
(d) WHEREAS clause V of the Original REA is amended and restated
to read in its entirety as follows:
V. WHEREAS, subject to any limitation set forth in the FADAA and to any
rights of any Mortgagee under its loan documents, Phase I LLC may
transfer the Phase II Land to an affiliate ("Phase II LLC") for the
construction and operation of a complex (such complex shall include,
without limitation, the hotel, casino and retail facility to be located
on the Phase II Land and the Phase II Automobile Parking Area, but shall
exclude the Phase IA Airspace, the Phase IA Conference Center and any
other buildings and improvements located within the Phase IA Airspace,
collectively, the "Lido"); and".
(e) WHEREAS clause X of the Original REA is amended and restated
to read in its entirety as follows:
"X. WHEREAS, for purposes of this Agreement, the "H/C II SPACE" shall
mean the Phase II Land and any buildings and other improvements located
thereon, less and except the Phase IA Airspace, and the Phase IA
Conference Center and any other improvements located within the Phase IA
Airspace; and".
(f) WHEREAS clause Y of the Original REA is amended and restated
in its entirety as follows:
"Y. WHEREAS, for purposes of this Agreement (a) the term "SECC OWNER"
shall mean, at any given time, the Person who then holds fee title to
the SECC Land, (b) the term "H/C I OWNER" shall mean, at any given time,
the Person who then holds fee title to the H/C I Space, and at any given
time, the person who then holds the right, title and interest in and to
the leasehold interest under the Phase IA Lease, or if the Phase IA
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Subdivision has been effected and fee title transferred, fee title in
and to the Phase IA Airspace, (c) the term "H/C II OWNER" shall mean, at
any given time, the Person who then holds fee title to the H/C II Space,
and (d) the term "MALL II OWNER" shall mean, at any given time, the
Person who then holds fee title to the Mall II Space; and".
2. CONSTRUCTION.
(a) Article I, Sections 2(a), (b) and (c) are hereby amended and
restated in their entirety to read as follows:
"(a) Intentionally Omitted.
(b) Intentionally Omitted.
(c) Intentionally Omitted.".
(b) Article I, Sections 2(d) and 2(f) are hereby modified and
amended by deleting each reference to the words "the Venetian" found therein and
inserting the words "Phase IA" in lieu thereof.
(c) Article I, Section 2(e) is hereby amended and restated in
its entirety as follows:
"(e) The obligations of the Parties set forth in this Section 2 shall
expire upon Final Completion.".
(d) The heading to Article I, Section 5 is hereby modified and
amended by deleting the words "; Recoveries on ▇▇▇▇▇▇▇ Completion Guaranty"
therefrom.
(e) Article I, Section 5(b) is hereby amended and restated in
its entirety as follows:
"(b) Liquidated Damages shall be collected by Trustee, who shall
apply such amounts as follows:
(i) First, to pay the costs of repair, restoration or
upgrade, as the case may be, of the affected portion of
the Phase I Hotel/Casino and/or the Phase I Mall and/or
Phase IA, as
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the case may be, which gave rise to the Liquidated
Damages, to the extent not previously paid. Any payments
pursuant to this clause (i) shall be subject to
satisfaction of conditions substantially equivalent to
those applicable to disbursements of insurance proceeds
collected after Final Completion, as set forth in
Section 12 Article X; and
(ii) Thereafter, such funds shall be apportioned between
the Owners in an equitable manner."
If H/C I Owner and Mall I Owner shall be unable to agree
on the equitable apportionment of such Liquidated
Damages, then the Owners shall engage an Independent
Expert to determine such apportionment pursuant to the
provisions of Section 15 of Article XIV.".
(f) Article I, Sections 5(c), (d) and (e) are hereby deleted in
their entirety.
(g) The following new sections are hereby added to the end of
Article I:
"6. PHASE IA EASEMENTS. H/C I Owner and H/C II Owner
acknowledge that in implementing the construction of the Phase
IA Conference Center as contemplated by the Credit Agreement
and the improvements on the Phase II Land of which the Phase
IA Conference Center constitutes the second floor as
contemplated by the Credit Agreement, such improvements may
encroach to some extent into a portion of the H/C II Space and
the H/C I Space outside of the Phase IA Airspace (the "PHASE
IA ENCROACHMENTS"). H/C I Owner and H/C II Owner agree and
consent to the Phase IA Encroachments and grant to each other
perpetual, irrevocable easements (the "PHASE IA ENCROACHMENT
EASEMENTS") over those portions of the H/C I Space and the H/C
II Space within the Phase IA Encroachment for purposes of the
same. So long as the Phase IA Encroachments exists, the
following provisions shall apply:
(a) H/C I Owner and H/C II Owner hereby grant to each
other perpetual, irrevocable easements to enter on or
into those portions of the H/C I Space and the H/C II
Space burdened by the Phase IA Encroachment Easement in
each instance to the extent reasonably necessary to gain
access to the H/C I Space, the H/C II Space, the
improvements located therein and any and all fixtures,
fittings, equipment and building systems from time to
time located therein for
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the operation, use, enjoyment, maintenance, repair or
restoration of or to the same, but for no other reason
or purpose. H/C I Owner and H/C II Owner, in exercising
their rights under this Section 6(a), shall use
commercially reasonable efforts to minimize interference
with the maintenance, use and operation of the H/C I
Space, the H/C II Space and each Owner's business at the
same. Before either of such Owners undertakes any
maintenance, repairs or restoration in connection with
its property that requires entry upon any material
portion of the property of the other, such Owner shall
give reasonable prior notice to the other, except in any
case where the giving of reasonable prior notice is not
practicable under the circumstances (but notice shall
nevertheless be given as soon as practicable); PROVIDED
that failure to give any such notice shall not
constitute a default hereunder.
(b) H/C I Owner and H/C II Owner may relocate any
easement under subsection 6(a) above on its parcel at
its sole cost and expense provided that such relocation:
(1) does not cause any interruption in the utilization
of the easement by the Owner of the dominant tenement
for the affected easement (except DE MINIMIS
interruptions, as to degree or time, which shall be
scheduled by agreement with the Owner of the dominant
tenement for the affected easement); (2) does not
diminish the capacity or efficiency of such easement
(excepting DE MINIMIS effects); and (3) will not
interfere (except to a DE MINIMIS extent) with the
maintenance, use or operation of the dominant tenement
or the conduct of its Owner's business thereat."
7. SHARED PHASE II FACILITIES.
The Phase IA Conference Center will share with H/C II
Owner certain facilities in the improvements of which
the Phase IA Conference Center constitutes the second
floor (the "SHARED PHASE II FACILITIES"). So long as the
Shared Phase II Facilities exist, the following
provisions shall apply:
(a) H/C II Owner hereby grants to H/C I Owner
perpetual, irrevocable easements to enter on or
into such portion of the H/C II Space to gain
access to the Phase IA Conference Center and the
Shared Phase II Facilities, the improvements
located therein and any and all fixtures,
fittings, equipment and building systems located
therein
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and any and all fixtures, fittings, equipment and
building systems from time to time located therein
for the operation, use, enjoyment, maintenance,
repair or restoration of or to the same (but for
no other reason or purpose). H/C I Owner, in
exercising its rights under this subsection 7(a),
shall use commercially reasonable efforts to
minimize interference with the maintenance, use
and operation of the H/C II Space and H/C II
Owner's business at the same.
(b) H/C II Owner may relocate any easements under
subsection 7(a) on its parcel at its sole cost and
expense provided that such relocation: (1) does
not cause any interruption in the utilization of
the easement by the Owner of the dominant tenement
for the affected easement (except DE MINIMIS
interruptions, as to degree or time, which shall
be scheduled by agreement with the Owner of the
dominant tenement for the affected easement); (2)
does not diminish the capacity or efficiency of
such easement (excepting DE MINIMIS effects); and
(3) will not interfere (except to a DE MINIMIS
extent) with the maintenance, use or operation of
the dominant tenement or the conduct of its
Owner's business thereat."
(c) H/C I Owner and H/C II Owner hereby grant to
each other non-exclusive easements in the Phase IA
Airspace and the H/C II Space substantially
equivalent to the easements granted by H/C I Owner
and Mall I Owner for (i) Utility Activity as set
forth in subsections C2 and C3 of Article II, (ii)
ingress, egress and access through any shared
pass-throughs or common areas as set forth in
subsections D1 and D2 of Article II, (iii)
maintenance and repair as set forth in subsection
D3 of Article II; (iv) emergency access as set
forth in Section D5 of Article V; and (v) vertical
and lateral support as set forth in Section D6 of
Article V.
8. MODIFICATION OF LEGAL DESCRIPTION. The Parties
shall use the means that are reasonably expedient
under the circumstances to modify (to the extent
necessary) the description of the Phase IA
Airspace, so that, after giving effect to such
modifications the boundaries of the Phase IA
Airspace shall include all of the Phase IA
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Conference Center, and the boundaries of the H/C
II Space shall exclude all of the Phase IA
Conference Center (the "REVISED PHASE IA
AIRSPACE"). So long as the Phase IA Airspace is
held in leasehold rather than in fee, H/C I Owner
and H/C II Owner shall enter into lease amendments
as are reasonably necessary to implement the
provisions of this Section 8.".
3. LIMITATION ON SECC SECURED DEBT.
Article III, Section 3(c) is hereby modified and amended by (i) deleting
all references to "and the Senior Subordinated Notes" found therein and (ii)
deleting subclause (ii) therefrom and inserting the words "(ii) $140,000,000
plus any additional amounts permitted to be advanced under the Senior Loan
Agreement and the Junior Loan Agreement for equipment leases or equipment
financing" in lieu thereof.
4. SECC TRANSFERS.
Subclause (i) of Article III, Section 3(d) is hereby amended and
restated in its entirety as follows:
"(i) any Transfer, so long as the SECC Owner is controlled (as defined
in the Bank Credit Agreement) by ▇▇▇▇▇▇▇ (as defined in the Bank Credit
Agreement), Affiliates (as defined in the Bank Credit Agreement) of
▇▇▇▇▇▇▇ and/or Related Parties (as defined in the Bank Credit
Agreement),".
5. TRUSTEE.
The following new sentence is hereby added to the end of Article VI,
Section 1(f):
"Notwithstanding anything to the contrary contained herein, in the event
that The Bank of Nova Scotia shall cease to maintain its (i) commercial
paper, short-term debt obligations or other short-term deposits credit
ratings from each of S&P, ▇▇▇▇▇'▇ and Fitch at the same or higher level
than is in effect on June 4, 2002 and (ii) long-term senior unsecured
debt obligations credit ratings from each of S&P, ▇▇▇▇▇'▇ and Fitch at
the same or higher level than is in effect on June 4, 2002, then a
replacement
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Trustee shall be selected in accordance with the foregoing provisions of
this subsection (f), unless (x) each Mortgagee consents to The Bank of
Nova Scotia's remaining as the Trustee hereunder or (y) The Bank of Nova
Scotia has an investment-grade rating, is subject to regulations
regarding fiduciary funds on deposit under, or similar to, Title 12 of
the Code of Federal Regulations, Section 9.10(b), and maintains the
Insurance Escrow Account as a segregated trust account.".
6. THE VENETIAN AND THE LIDO.
(a) The opening paragraph of Article VIII, Section A is hereby
modified and amended by (i) deleting in its entirety the first sentence thereof
and (ii) deleting the word "further" from the second sentence thereof.
(b) Article VIII, Section A(4) is hereby deleted in its
entirety.
(c) ArticleVIII, Section B2(a) is hereby amended and restated in
its entirety to read as follows:
"2. (1) Prior to commencement of construction of the Lido,
H/C I Owner, Mall I Owner, H/C II Owner and Mall II Owner shall
agree in good faith, and upon commercially reasonable terms, on
the following aspects of the Phase I Hotel/Casino, the Phase I
Mall (to the extent applicable), the Phase II Hotel/Casino and the
Phase II Mall (to the extent applicable) operations: (i)
appropriate mutual operating covenants, (ii) joint marketing and
advertising, (iii) certain shared casino operations, (iv) the
sharing of customer information, (v) the joint purchasing of
insurance, (vi) shared security operations, (vii) easements,
encroachments and other similar rights necessary or desirable for
the operation of the Phase I Hotel/Casino, the Phase I Mall, the
Phase II Hotel/Casino and the Phase II Mall and (viii) any other
matters that would be of mutual benefit in owning and operating
the Phase I Hotel/Casino, the Phase I Mall, the Phase II
Hotel/Casino and the Phase II Mall (collectively, "SHARED
OPERATIONS"). H/CI Owner, Mall I Owner, H/C II Owner, and Mall II
Owner, as applicable, shall enter into documents memorializing the
terms of the Shared Operations to the extent the applicable
parties deem such documents to be necessary or desirable.".
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7. RESTRICTIVE COVENANT.
Article IX, Sections (a), (b), (c) and (d) are hereby modified and
amended by adding the words ", except in accordance with the provisions of
Section 5.2.12 (No Competing Facilities) of the New SECC Loan Agreement" before
the period at the end of the first sentence of each of such Sections (a), (b),
(c) and (d).
8. INSURANCE.
The following new section is hereby added to Article X:
"14. TERRORISM INSURANCE PROCEEDS. (a) Notwithstanding anything to the
contrary contained herein, any insurance proceeds (including proceeds in
connection with "business interruption" or similar coverage) payable in
connection with a Casualty that is the result of a terrorist act
affecting all or any portion of the Phase I Mall, the Phase I
Hotel/Casino or the SECC shall be allocated equitably across each of
such properties in accordance with the damages suffered by each of the
Phase I Mall, the Phase I Hotel/Casino and the SECC; provided, however,
that, Trustee shall distribute such proceeds (a) first, to the Mortgagee
of Mall I Owner, in an amount equal to the lesser of (i) $105,000,000,
(ii) the sum of (x) the cost of restoring the Phase I Mall and (y)
rental income lost by Mall I Owner as a result of such Casualty, to the
extent such lost income is covered by the applicable insurance policy or
policies and (iii) the total amount of such insurance proceeds, and (b)
second, to the Mortgagee of SECC Owner, in an amount at least equal to
the lesser of (i) $141,000,000, (ii) the sum of (x) the cost of
restoring the SECC and (y) income lost by SECC Owner as a result of such
casualty, to the extent such lost income is covered by the applicable
insurance policy or policies and (iii) the total amount of such
proceeds.
(b) The obligation of the Mortgagees of each of Mall I Owner, H/C I
Owner and SECC Owner to restore after a Casualty shall be governed by
Section 13 of this Article X and by Article XI.".
9. SCHEDULE I - DEFINITIONS.
(a) Item 4 of Schedule I is hereby deleted in its entirety.
(b) Item 15 of Schedule I is hereby amended and restated in
its entirety to read as follows:
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"15. "BANK CREDIT AGREEMENT" shall mean that certain Credit Agreement,
dated as of June 4, 2002 by and among Phase I LLC and LVSI, as
borrowers, and the lenders from time to time parties thereto, The Bank
of Nova Scotia, as Administrative Agent and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit
Partners L.P., as Syndication Agent.".
(c) Item 59 of Schedule I is hereby amended and restated in
its entirety to read as follows:
"59. FINAL COMPLETION" shall have the meaning set forth in the Bank
Credit Agreement.".
(d) Item 137 of Schedule I is hereby amended and restated in
its entirety to read as follows:
"MORTGAGE NOTES" shall mean those certain mortgage notes in an aggregate
principal amount equal to $850,000,000 issued pursuant to that certain
Indenture, dated as of June 4, 2002 among LVSI, Phase I LLC, certain
guarantors named therein and U.S. Bank National Association, as
trustee.".
(e) Item 139 of Schedule I is hereby modified and amended by
deleting all references to "First Trust National Association" and inserting the
words "U.S. Bank National Association" in lieu thereof.
(f) Item 149 of Schedule I is hereby amended and restated in
its entirety to read as follows:
"149. "OWNER" means H/C I Owner, Mall I Owner,
SECC Owner, H/C II Owner and Mall II Owner and
their respective successors and assigns.
(g) Item 222 of Schedule I is hereby amended and restated in
its entirety to read as follows:
"THIRD PARTY WARRANTIES" means all warranties, guaranties and other
claims arising out of breaches of contracts pertaining to the
construction of the Venetian and Phase IA; provided, however, that, the
term Third Party Warranties shall not mean claims arising out of claims
under the Direct Construction Guaranty and the Indirect Construction
Guaranty (as such terms are defined in the Bank Credit Agreement, dated
as of
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November 14, 1997, by and among LVSI, Phase I LLC, the Bank Agent (as
defined in the FADAA), ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. and the Bank
Lenders (as defined in the FADAA)).".
(h) Effective as of the date hereof, the following new
definitions are added to Schedule I:
"▇▇▇▇▇ COUNTY" shall mean ▇▇▇▇▇ County, Nevada.
"FIRST REA AMENDMENT" shall have the meaning set forth in WHEREAS clause
B of this Amendment.
"LUTECE OPERATING LEASE" shall mean the Lease, dated as of __________,
____ between Grand Canal Shops Mall Construction, LLC, as landlord and
Las Vegas Lutece Corp., as tenant, as the same may be further amended
from time to time.
"NEW SECC LOAN AGREEMENT" shall mean that certain Loan Agreement, dated
as of June 28, 2001 between Interface, as borrower, and Bear, ▇▇▇▇▇▇▇
Funding, Inc.
"ORIGINAL REA" shall have the meaning set forth in WHEREAS clause A of
this Amendment.
"PHASE IA" means an approximately 1,000 room hotel tower on top of the
roof to the Phase I Automobile Parking Area, an approximately
1,000-parking space expansion of the Phase I Automobile Parking Area and
the Phase 1A Conference Center.
"PHASE IA AIRSPACE" shall have the meaning set forth in WHEREAS clause H
of this Amendment.
"PHASE IA CONFERENCE CENTER" shall mean the approximately 150,000 square
feet of additional meeting and conference space to be located in the
Phase IA Airspace.
"PHASE IA ENCROACHMENTS" shall have the meaning set forth in Article I,
Section 6.
"PHASE IA ENCROACHMENT EASEMENT" shall have the meaning set forth in
Article I, Section 6.
"PHASE IA LEASE" shall have the meaning set forth in WHEREAS clause H of
this Amendment.
"PHASE IA SUBDIVISION" shall mean the creation of a separate legal
parcel by means of a commercial subdivision of the Phase II Land in
order to
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cause a portion of the Phase II Land consisting of the Phase IA Airspace
to become a legal parcel which is separate and distinct from the
remainder of the Phase II Land and capable of being conveyed in fee
simple.
"REA" shall have the meaning set forth in WHEREAS clause B of this
Amendment.
"REVISED PHASE IA AIRSPACE" shall have the meaning set forth in Article
1, Section 8.
10. RATIFICATION.
Except as modified by this Amendment, the REA and all covenants,
agreements, terms and conditions thereof shall remain in full force and effect
and are hereby in all respects ratified and confirmed.
[signature pages follow]
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IN WITNESS WHEREOF, the Parties hereto have set their hands the day and
year first above written.
VENETIAN CASINO RESORT, LLC
By: Las Vegas Sands, Inc., as managing
member
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Secretary
INTERFACE GROUP-NEVADA, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Secretary
LIDO CASINO RESORT, LLC
By: Lido Casino Resort Holding Company,
LLC
By: Lido Intermediate Holding Company,
LLC
By: Venetian Casino Resort, LLC
By: Las Vegas Sands, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Secretary
17
GRAND CANAL SHOPS II, LLC
By: Grand Canal Shops Mall MM
Subsidiary, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Secretary
▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇)
: ss.:
County of New York)
This instrument was acknowledged before me on June 4, 2002 by
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as Secretary of INTERFACE GROUP-NEVADA,
INC.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Notary Public
▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇)
: ss.:
County of New York)
This instrument was acknowledged before me on June 4, 2002 by
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Secretary of Las Vegas Sands, Inc.,
the managing member of VENETIAN CASINO RESORT, LLC.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Notary Public
▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇)
: ss.:
County of New York)
This instrument was acknowledged before me on June 4, 2002, by
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Secretary of Las Vegas Sands, Inc.,
a corporation which is the managing member of Venetian Casino
Resort, LLC, a limited liability company which is the managing
member of Lido Intermediate Holding Company, LLC, a limited
liability company which is the managing member of Lido Casino
Resort Holding Company, LLC, a limited liability company which is
the managing member of Lido Casino Resort, LLC, a limited
liability company which is the party to this document.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Notary Public
▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇)
: ss.:
County of New York)
This instrument was acknowledged before me on June 4, 2002, by
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Secretary of Grand Canal Shops Mall
MM Subsidiary, Inc., a corporation which is the managing member of
Grand Canal Shops II, LLC, a limited liability company which is
the party to this document.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Notary Public
