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Subsidiary Guaranty

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Sectors: Leisure and Entertainment
Governing Law: New York, View New York State Laws
Effective Date: June 04, 2002
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Exhibit 10.3


SUBSIDIARY GUARANTY


This SUBSIDIARY GUARANTY (as amended, supplemented, amended and restated or otherwise modified from time to time, this "GUARANTY"), dated as of June 4, 2002, 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.


RECITALS


A. LVSI and Venetian Casino Resort, LLC., a Nevada limited liability company (each a "BORROWER" and collectively the "BORROWERS"), have entered into the Credit Agreement, dated as of June 4, 2002, among the Lenders, the Administrative Agent, Goldman Sachs Credit Partners L.P., as Syndication Agent and Scotia Capital and Goldman as joint lead arrangers and joint Bookrunners (as amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT").


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


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


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


SECTION 1. DEFINITIONS


1.1 CERTAIN DEFINED TERMS. As used in this Guaranty, the following terms shall have the following meanings unless the context otherwise requires:


"GUARANTIED OBLIGATIONS" is defined in subsection 2.1.


"GUARANTY" is defined in the preamble.


"PAYMENT IN FULL", "PAID IN FULL" or any similar term means payment in
full of the Guarantied Obligations, including all principal, interest,
costs, fees and expenses (including reasonable legal fees and expenses) of
Secured Parties as required under the Loan Documents and the Rate Protection
Agreements.


1.2 INTERPRETATION.


(a) References to "Sections" and "subsections" shall be to Sections
and subsections, respectively, of this Guaranty unless otherwise
specifically provided.


(b) In the event of any conflict or inconsistency between the terms,
conditions and provisions of this Guaranty and the terms, conditions and
provisions of the Credit Agreement, the terms, conditions and provisions of
this Guaranty shall prevail.


(c) Unless otherwise defined herein or the context otherwise requires,
terms used in this Guaranty, including its preamble and recitals, have the
meanings provided in the Credit Agreement.


(d) The rules of construction set forth in subsection 1.3 of the
Credit Agreement shall be applicable to this Guaranty MUTATIS MUTANDIS.


SECTION 2. THE GUARANTY


2.1 GUARANTY OF THE GUARANTIED OBLIGATIONS. Subject to the provisions of subsection 2.2(a), the Guarantors jointly and severally hereby irrevocably and unconditionally guaranty the due and punctual payment in full of all Guarantied Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)). The term "GUARANTIED OBLIGATIONS" is used herein in its most comprehensive sense and includes:


(a) any and all Obligations of the Borrowers, in each case now or
hereafter made, incurred or created, whether absolute or contingent,
liquidated or unliquidated, whether due or not due, and however arising
under or in connection with any Loan Documents, including those arising
under successive borrowing transactions under the Credit Agreement which
shall either continue the Obligations of the Borrowers or from time to time
renew them after they have been satisfied and including interest which, but
for the filing of a petition in bankruptcy with respect to the Borrowers,
would have accrued on any Guarantied Obligations, whether or not a claim is
allowed against the Borrowers for such interest in the related bankruptcy
proceeding; and


(b) those expenses set forth in subsection 2.8 hereof.


2.2 LIMITATION ON AMOUNT GUARANTIED; CONTRIBUTION BY GUARANTORS.


(a) Anything contained in this Guaranty to the contrary notwithstanding, if any Fraudulent Transfer Law (as hereinafter defined) is determined by a court of competent jurisdiction to be applicable to the obligations of any Guarantor under this Guaranty, such


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obligations of such Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any applicable provisions of comparable state law (collectively, the "FRAUDULENT TRANSFER LAWS"), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (x) in respect of intercompany indebtedness to the Borrowers or other affiliates of the Borrowers to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (y) under any guaranty of Other Indebtedness which guaranty contains a limitation as to maximum amount similar to that set forth in this subsection 2.2(a), pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including any such right of contribution under subsection 2.2(b)).


(b) Guarantors under this Guaranty together desire to allocate among themselves, in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any date by any Guarantor under this Guaranty (a "FUNDING GUARANTOR") that exceeds its Fair Share (as defined below) as of such date, that Funding Guarantor shall be entitled to a contribution from each of the other Guarantors in the amount of such other Guarantor's Fair Share Shortfall (as defined below) as of such date, with the result that all such contributions will cause each Guarantor's Aggregate Payments (as defined below) to equal its Fair Share as of such date. "FAIR SHARE" means, with respect to a Guarantor as of any date of determination, an amount equal to (i) the ratio of (x) the Adjusted Maximum Amount (as defined below) with respect to such Guarantor to (y) the aggregate of the Adjusted Maximum Amounts with respect to all Guarantors MULTIPLIED BY (ii) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the obligations guarantied. "FAIR SHARE SHORTFALL" means, with respect to a Guarantor as of any date of determination, the excess, if any, of the Fair Share of such Guarantor over the Aggregate Payments of such Guarantor. "ADJUSTED MAXIMUM AMOUNT" means, with respect to a Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Guarantor under this Guaranty, determined as of such date, in accordance with subsection 2.2(a); PROVIDED that, solely for purposes of calculating the "Adjusted Maximum Amount" with respect to any Guarantor for purposes of this subsection 2.2(b), any assets or liabilities of such Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Guarantor. "AGGREGATE PAYMENTS" means, with respect to a Guarantor as of any date of determination, an amount equal to (i) the aggregate amount of all payments and distributions made on or before such date by such Guarantor in respect of this Guaranty (including in respect of this subsection 2.2(b)) MINUS (ii) the aggregate amount of all payments received on or before such date by such Guarantor from the other Guarantors as contributions under this subsection 2.2(b). The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Guarantors of their obligations as set forth in this subsection 2.2(b) shall not be construed in any way to limit the liability of any Guarantor


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hereunder. Any other Subsidiary Guarantor is a third party beneficiary to the contribution agreement set forth in this subsection 2.2(b) shall not be construed in any way to limit the liability of any Guarantor hereunder.


2.3 PAYMENT BY GUARANTORS; APPLICATION OF PAYMENTS. Subject to the provisions of subsection 2.2(a), Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of Borrowers to pay any of the Guarantied Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), Guarantors will upon demand pay, or cause to be paid, in cash, to the Administrative Agent for the ratable benefit of Secured Parties, an amount equal to the sum of the unpaid principal amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (including interest which, but for the filing of a petition in bankruptcy with respect to Borrowers, would have accrued on such Guarantied Obligations, whether or not a claim is allowed against Borrowers for such interest in the related bankruptcy proceeding) and all other Guarantied Obligations then owed to Secured Parties as aforesaid. All such payments shall be applied promptly from time to time by the Administrative Agent in the following order of priority:


(a) to the payment of the costs and expenses of any collection or
other realization under this Guaranty, including the reasonable costs, fees
and expenses of (i) the Administrative Agent and its agents and counsel, and
all expenses, liabilities and advances made or incurred by the
Administrative Agent in connection therewith, all in accordance with the
terms of this Guaranty and (ii) the Administrative Agent, in accordance with
term of the Credit Agreement


(b) thereafter, to the extent of any excess such payments, to the
payment of all other Guarantied Obligations for the ratable benefit of the
holders thereof; and


(c) thereafter, to the extent of any excess such payments, to the
payment to the applicable Guarantor or to whosoever may be lawfully entitled
to receive the same or as a court of competent jurisdiction may direct.


2.4 LIABILITY OF GUARANTORS ABSOLUTE. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guarantied Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:


(a) This Guaranty is a guaranty of payment when due and not of
collectibility.


(b) The Administrative Agent may enforce this Guaranty upon the
occurrence and continuance of an Event of Default notwithstanding the
existence of any dispute between Borrowers and any Secured Party with
respect to the existence of such Event of Default.


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(c) The obligations of each Guarantor hereunder are independent of the
obligations of Borrowers under the Loan Documents and the obligations of any
other guarantor (including any other Guarantor) of the obligations of
Borrowers under the Loan Documents, and a separate action or actions may be
brought and prosecuted against such Guarantor whether or not any action is
brought against Borrowers or any of such other guarantors and whether or not
Borrowers is joined in any such action or actions.


(d) Payment by any Guarantor of a portion, but not all, of the
Guarantied Obligations shall in no way limit, affect, modify or abridge any
Guarantor's liability for any portion of the Guarantied Obligations which
has not been paid. Without limiting the generality of the foregoing, if the
Administrative Agent is awarded a judgment in any suit brought to enforce
any Guarantor's covenant to pay a portion of the Guarantied Obligations,
such judgment shall not be deemed to release such Guarantor from its
covenant to pay the portion of the Guarantied Obligations that is not the
subject of such suit, and such judgment shall not, except to the extent
satisfied by such Guarantor, limit, affect, modify or abridge any other
Guarantor's liability hereunder in respect of the Guarantied Obligations.


(e) Any Secured Party, upon such terms as it deems appropriate,
without notice or demand and without affecting the validity or
enforceability of this Guaranty or giving rise to any reduction, limitation,
impairment, discharge or termination of any Guarantor's liability hereunder,
from time to time may (i) renew, extend, accelerate, increase the rate of
interest on, or otherwise change the time, place, manner or terms of payment
of the Guarantied Obligations, (ii) settle, compromise, release or
discharge, or accept or refuse any offer of performance with respect to, or
substitutions for, the Guarantied Obligations or any agreement relating
thereto and/or subordinate the payment of the same to the payment of any
other obligations; (iii) request and accept other guaranties of the
Guarantied Obligations and take and hold security for the payment of this
Guaranty or the Guarantied Obligations; (iv) release, surrender, exchange,
substitute, compromise, settle, rescind, waive, alter, subordinate or
modify, with or without consideration, any security for payment of the
Guarantied Obligations, any other guaranties of the Guarantied Obligations,
or any other obligation of any Person (including any other Guarantor) with
respect to the Guarantied Obligations; (v) enforce and apply any security
now or hereafter held by or for the benefit of such Secured Party in respect
of this Guaranty or the Guarantied Obligations and direct the order or
manner of sale thereof, or exercise any other right or remedy that such
Secured Party may have against any such security, in each case as such
Secured Party in its discretion may determine consistent with the Credit
Agreement or the applicable Rate Protection Agreement and any applicable
security agreement, including foreclosure on any such security pursuant to
one or more judicial or nonjudicial sales, whether or not every aspect of
any such sale is commercially reasonable, and even though such action
operates to impair or extinguish any right of reimbursement or subrogation
or other right or remedy of any Guarantor against Borrowers or any security
for the Guarantied Obligations; and (vi) exercise any other rights available
to it under the Loan Documents or the Rate Protection Agreements.


(f) This Guaranty and the obligations of Guarantors hereunder shall be
valid and enforceable and shall not be subject to any reduction, limitation,
impairment, discharge or


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termination for any reason (other than payment in full of the Guarantied
Obligations), including the occurrence of any of the following, whether or
not any Guarantor shall have had notice or knowledge of any of them: (i) any
failure or omission to assert or enforce or agreement or election not to
assert or enforce, or the stay or enjoining, by order of court, by operation
of law or otherwise, of the exercise or enforcement of, any claim or demand
or any right, power or remedy (whether arising under the Loan Documents, at
law, in equity or otherwise) wit
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