þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended March 31, 2007 | ||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the Transition period from to |
Nevada | 27-0099920 | |
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
3355 Las Vegas Boulevard
South
Las Vegas, Nevada (Address of principal executive offices) |
89109
(Zip Code) |
Class
|
Outstanding at May 8, 2007
|
|
Common Stock ($0.001 par
value)
|
354,814,310 shares |
Part I
FINANCIAL INFORMATION |
||||||||
2 | ||||||||
3 | ||||||||
4 | ||||||||
5 | ||||||||
21 | ||||||||
35 | ||||||||
36 | ||||||||
37 | ||||||||
37 | ||||||||
38 | ||||||||
39 | ||||||||
EX-10.1 | ||||||||
EX-10.2 | ||||||||
EX-10.3 | ||||||||
EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32.1 | ||||||||
EX-32.2 |
1
13
26
ITEM 1
FINANCIAL
STATEMENTS
2
Table of Contents
Three Months Ended
March 31,
2007
2006
(In thousands,
except share and per share data)
$
465,734
$
375,382
97,868
91,138
54,359
51,816
43,046
35,005
661,007
553,341
(32,789
)
(22,977
)
628,218
530,364
278,697
205,344
22,524
21,753
23,633
24,057
17,431
16,395
15,516
4,989
57,971
54,812
18,519
12,954
6,708
3,707
22,457
2,219
2,346
9,168
31,232
25,005
178
1,081
497,212
381,484
131,006
148,880
12,664
10,214
(34,612
)
(21,415
)
(7,033
)
164
102,025
137,843
(11,111
)
(16,060
)
$
90,914
$
121,783
$
0.26
$
0.34
$
0.26
$
0.34
354,613,724
354,199,253
356,114,292
354,592,597
3
Table of Contents
Three Months Ended
March 31,
2007
2006
(In thousands)
$
90,914
$
121,783
31,232
25,005
4,213
5,054
2,074
(1,173
)
(1,172
)
178
1,081
4,448
2,862
15,516
4,989
(2,293
)
(632
)
(2,203
)
6,851
37,313
(28,661
)
(761
)
(678
)
(12,768
)
(6,857
)
(105,934
)
5,154
9,456
(4,038
)
(4,641
)
5,962
5,534
(19,463
)
8,832
51,351
145,826
398,571
(47,786
)
(764,964
)
(294,233
)
(366,393
)
(342,019
)
9,983
1,864
2,293
632
85,000
110,777
72,000
62,000
92,129
35,000
14,000
6,082
75
(50,000
)
(99,000
)
(605
)
(1,200
)
(535
)
(951
)
(1,284
)
281,711
56,549
4,790
75
(28,541
)
(139,569
)
468,066
456,846
$
439,525
$
317,277
$
80,416
$
31,905
$
30,000
$
$
367,109
$
182,750
4
Table of Contents
5
Table of Contents
6
Table of Contents
$
2,075,154
90,914
4,885
9,983
4,452
(4,848
)
(4,105
)
$
2,176,435
7
Table of Contents
Three Months Ended
March 31,
2007
2006
354,613,724
354,199,253
1,500,568
393,344
356,114,292
354,592,597
859,973
2,223,714
March 31,
December 31,
2007
2006
$
212,559
$
207,144
1,622,917
1,622,783
563,696
528,882
3,447,053
2,694,180
5,846,225
5,052,989
(501,423
)
(470,664
)
$
5,344,802
$
4,582,325
March 31,
December 31,
2007
2006
$
29,835
$
17,443
1,898,583
1,544,622
188,338
130,355
88,632
30,511
1,130,942
916,302
110,723
54,947
$
3,447,053
$
2,694,180
8
Table of Contents
March 31,
December 31,
2007
2006
$
1,170,000
$
1,170,000
223,128
260,128
248,210
248,153
90,333
90,868
149,500
114,500
72,000
6,790
7,395
37,582
37,582
1,300,000
1,300,000
85,000
6,082
455,412
393,510
579,929
520,502
4,423,966
4,142,638
(165,610
)
(6,486
)
$
4,258,356
$
4,136,152
9
Table of Contents
10
Table of Contents
11
Table of Contents
Three Months Ended March 31,
2007
2006
$
277,844
$
248,727
350,374
281,637
$
628,218
$
530,364
$
112,102
$
101,082
102,296
103,447
214,398
204,529
(18,519
)
(12,954
)
(6,708
)
(3,707
)
(1,952
)
(1,515
)
(31,232
)
(25,005
)
(178
)
(1,081
)
(22,457
)
(2,219
)
(2,346
)
(9,168
)
131,006
148,880
12
Table of Contents
Three Months Ended March 31,
2007
2006
12,664
10,214
(34,612
)
(21,415
)
(7,033
)
164
(11,111
)
(16,060
)
$
90,914
$
121,783
(1)
Adjusted EBITDAR is earnings before interest, income taxes,
depreciation and amortization, pre-opening expense, development
expense, other income (expense), loss on disposal of assets,
rental expense, corporate expense and stock-based compensation
expense included in general and administrative expense. Adjusted
EBITDAR is used by management as the primary measure of
operating performance of the Companys properties and to
compare the operating performance of the Companys
properties with those of its competitors.
Three Months Ended March 31,
2007
2006
$
46,421
$
35
39,508
22,711
177,809
75,453
18,479
16,454
377,287
179,572
62,068
43,392
8
$
764,964
$
294,233
March 31,
December 31,
2007
2006
$
321,858
$
209,701
1,857,139
1,991,566
1,418,405
1,179,157
544,556
537,990
2,143,827
2,138,535
236,610
170,441
1,013,257
899,068
$
7,535,652
$
7,126,458
Table of Contents
14
Table of Contents
March 31, 2007
Non-
Consolidating/
Las Vegas
Guarantor
Guarantor
Eliminating
Sands Corp.
Subsidiaries
Subsidiaries
Entries
Total
$
128,346
$
69,329
$
241,850
$
$
439,525
50,483
91,940
148,260
290,683
120,574
66,282
(186,856
)
128
110,047
10,679
120,854
10,542
2,510
13,052
1,620
15,000
(67
)
16,553
7,232
7,649
13,975
28,856
308,383
370,789
417,274
(186,923
)
909,523
135,121
2,430,237
2,779,444
5,344,802
2,002,204
875,763
(2,877,967
)
72,842
52,732
(125,574
)
1,509
21,710
43,528
66,747
187,988
77,348
265,336
4,642
(3,628
)
1,014
911,621
911,621
620
19,252
16,737
36,609
$
2,520,679
$
3,958,471
$
4,250,594
$
(3,194,092
)
$
7,535,652
$
370
$
35,206
$
20,616
$
$
56,192
3,071
99,573
264,465
367,109
81,402
105,454
(186,856
)
2,623
470
1,365
4,458
4,908
128,385
188,866
322,159
67
(67
)
2,878
1,800
160,932
165,610
13,850
346,836
741,765
(186,923
)
915,528
9,862
173,358
2,113
185,333
125,574
(125,574
)
3,200
428
(3,628
)
317,332
1,435,645
2,505,379
4,258,356
344,244
1,956,267
3,374,831
(316,125
)
5,359,217
2,176,435
2,002,204
875,763
(2,877,967
)
2,176,435
$
2,520,679
$
3,958,471
$
4,250,594
$
(3,194,092
)
$
7,535,652
15
Table of Contents
December 31, 2006
Consolidating/
Las Vegas
Guarantor
Non-Guarantor
Eliminating
Sands Corp.
Subsidiaries
Subsidiaries
Entries
Total
$
69,100
$
84,581
$
314,385
$
$
468,066
50,076
67,742
280,944
398,762
170,844
59,004
(229,848
)
137
120,707
52,839
173,683
10,100
2,191
12,291
1,583
14,171
(66
)
15,688
1,793
7,826
15,448
25,067
293,533
364,131
665,807
(229,914
)
1,093,557
85,758
2,231,110
2,265,457
4,582,325
1,919,079
831,931
(2,751,010
)
73,154
52,736
(125,890
)
1,176
23,113
46,092
70,381
328,556
226,576
555,132
907
4,141
(5,048
)
801,195
801,195
78
12,468
11,322
23,868
$
2,372,778
$
3,844,952
$
4,020,590
$
(3,111,862
)
$
7,126,458
$
884
$
26,749
$
23,405
$
$
51,038
674
67,068
261,633
329,375
43,261
186,587
(229,848
)
5,977
763
1,756
8,496
13,231
138,312
167,358
318,901
20,352
20,352
66
(66
)
1,800
4,686
6,486
41,118
277,953
645,491
(229,914
)
734,648
2,981
174,675
2,524
180,180
125,890
(125,890
)
5,372
(5,048
)
324
248,153
1,473,245
2,414,754
4,136,152
297,624
1,925,873
3,188,659
(360,852
)
5,051,304
2,075,154
1,919,079
831,931
(2,751,010
)
2,075,154
$
2,372,778
$
3,844,952
$
4,020,590
$
(3,111,862
)
$
7,126,458
16
Table of Contents
For the Three Months Ended March 31, 2007
Non-
Consolidating/
Las Vegas
Guarantor
Guarantor
Eliminating
Sands Corp.
Subsidiaries
Subsidiaries
Entries
Total
$
$
119,639
$
346,095
$
$
465,734
96,086
1,782
97,868
37,888
18,024
(1,553
)
54,359
11,175
23,217
20,705
(12,051
)
43,046
11,175
276,830
386,606
(13,604
)
661,007
(212
)
(18,749
)
(13,828
)
(32,789
)
10,963
258,081
372,778
(13,604
)
628,218
52,080
226,704
(87
)
278,697
22,428
96
22,524
17,350
6,651
(368
)
23,633
9,831
9,545
(1,945
)
17,431
15,611
(95
)
15,516
47,154
22,021
(11,204
)
57,971
18,365
68
86
18,519
1,931
4,777
6,708
1,102
21,355
22,457
828
1,518
2,346
727
18,459
12,046
31,232
168
10
178
19,920
186,182
304,714
(13,604
)
497,212
(8,957
)
71,899
68,064
131,006
2,213
6,385
7,055
(2,989
)
12,664
(3,222
)
(16,619
)
(17,760
)
2,989
(34,612
)
(6
)
(7,027
)
(7,033
)
89,836
49,831
(139,667
)
79,864
111,496
50,332
(139,667
)
102,025
11,050
(21,660
)
(501
)
(11,111
)
$
90,914
$
89,836
$
49,831
$
(139,667
)
$
90,914
17
Table of Contents
For the Three Months Ended March 31, 2006
Non-
Consolidating/
Las Vegas
Guarantor
Guarantor
Eliminating
Sands Corp.
Subsidiaries
Subsidiaries
Entries
Total
$
$
97,136
$
278,246
$
$
375,382
89,569
1,569
91,138
41,946
11,088
(1,218
)
51,816
6,597
12,347
23,061
(7,000
)
35,005
6,597
240,998
313,964
(8,218
)
553,341
(190
)
(15,278
)
(7,509
)
(22,977
)
6,407
225,720
306,455
(8,218
)
530,364
46,053
159,291
205,344
21,715
38
21,753
18,176
5,946
(65
)
24,057
7,756
10,195
(1,556
)
16,395
4,739
250
4,989
41,981
19,428
(6,597
)
54,812
12,825
129
12,954
3,316
391
3,707
256
1,963
2,219
340
8,828
9,168
516
15,942
8,547
25,005
12
1,069
1,081
13,681
159,946
216,075
(8,218
)
381,484
(7,274
)
65,774
90,380
148,880
3,696
7,084
985
(1,551
)
10,214
(445
)
(16,695
)
(5,826
)
1,551
(21,415
)
156
8
164
120,852
84,574
(205,426
)
116,829
140,893
85,547
(205,426
)
137,843
4,954
(20,041
)
(973
)
(16,060
)
$
121,783
$
120,852
$
84,574
$
(205,426
)
$
121,783
18
Table of Contents
For the Three Months Ended March 31, 2007
Non-
Consolidating/
Las Vegas
Guarantor
Guarantor
Eliminating
Sands Corp.
Subsidiaries
Subsidiaries
Entries
Total
$
(34,188
)
$
75,463
$
10,076
$
$
51,351
(407
)
116,370
282,608
398,571
(46,455
)
(185,121
)
(533,388
)
(764,964
)
(11,069
)
(21,364
)
32,433
(37,000
)
37,000
104,464
(104,464
)
9,533
(90,115
)
(250,780
)
(35,031
)
(366,393
)
9,983
9,983
2,293
2,293
37,000
11,069
(48,069
)
(104,464
)
104,464
21,364
(21,364
)
85,000
85,000
110,777
110,777
72,000
72,000
62,000
62,000
35,000
35,000
6,082
6,082
(99,000
)
(99,000
)
(535
)
(535
)
(600
)
(5
)
(605
)
(375
)
(909
)
(1,284
)
83,901
(600
)
163,379
35,031
281,711
4,790
4,790
59,246
(15,252
)
(72,535
)
(28,541
)
69,100
84,581
314,385
468,066
$
128,346
$
69,329
$
241,850
$
$
439,525
19
Table of Contents
For the Three Months Ended March 31, 2006
Non-
Consolidating/
Las Vegas
Guarantor
Guarantor
Eliminating
Sands Corp.
Subsidiaries
Subsidiaries
Entries
Total
$
(19,426
)
$
55,386
$
109,866
$
$
145,826
(469
)
(6,279
)
(41,038
)
(47,786
)
(35
)
(84,818
)
(209,380
)
(294,233
)
(66,435
)
66,435
(39,818
)
(56,460
)
96,278
(6,456
)
(8,649
)
15,105
(113,213
)
(156,206
)
(250,418
)
177,818
(342,019
)
1,864
1,864
632
632
6,456
8,649
(15,105
)
66,435
(66,435
)
92,129
92,129
14,000
14,000
75
75
(50,000
)
(50,000
)
(1,200
)
(1,200
)
(951
)
(951
)
2,818
93,460
(96,278
)
2,496
100,203
131,668
(177,818
)
56,549
75
75
(130,143
)
(617
)
(8,809
)
(139,569
)
202,196
87,173
167,477
456,846
$
72,053
$
86,556
$
158,668
$
$
317,277
20
Table of Contents
ITEM 2
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
21
Table of Contents
Parcel 2 is intended to be a Four Seasons hotel and casino,
which will be adjacent to The Venetian Macao and is expected to
be a boutique hotel with approximately 400 luxury hotel rooms,
approximately 800,000 square feet of Four Seasons-serviced
luxury apartments, distinctive dining experiences, a full
service spa and other amenities, an approximately
45,000 square foot casino and approximately
210,000 square feet of upscale retail offerings. The
Company will own the entire development. The Company has entered
into an exclusive non-binding letter of intent and is currently
negotiating definitive agreements under which Four Seasons
Hotels Inc. will manage the hotel and serviced luxury apartments
under its Four Seasons brand.
Parcel 5 is intended to include a three-hotel complex with
approximately 2,450 luxury and mid-scale hotel rooms, serviced
luxury apartments, a casino and a retail shopping mall. The
Company will own the entire development and has entered into a
management agreement with Shangri-La Hotels and Resorts to
manage two hotels under its Shangri-La and Traders brands.
In addition, the Company has entered into a management agreement
with Starwood Hotels & Resorts Worldwide to manage a
hotel and serviced luxury apartments under its St. Regis brand.
Parcel 6 is intended to include a two-hotel complex with
approximately 4,000 luxury and mid-scale hotel rooms, a casino
and a retail shopping mall physically connected to the mall in
the Shangri-La/Traders hotel podium. The Company will own the
entire development and has entered into a management agreement
with Starwood Hotels & Resorts Worldwide to manage the
hotels under its Sheraton brand.
22
Table of Contents
Parcels 7 and 8 are intended to each include a two-hotel complex
with approximately 3,000 luxury and mid-scale hotel rooms on
each parcel, serviced luxury vacation suites, a casino and
retail shopping malls that are physically connected. The Company
will own the entire development and has entered into non-binding
agreements with Hilton Hotels to manage Hilton and Conrad brand
hotels and serviced luxury vacation suites on parcel 7 and
Fairmont Raffles Holdings to manage Fairmont and Raffles brand
hotel complexes and serviced luxury vacation suites on parcel 8.
The Company is currently negotiating definitive agreements with
Hilton Hotels and Fairmont Raffles Holdings.
For parcel 3, the Company has signed a non-binding
memorandum of agreement with an independent developer. The
Company is currently negotiating the definitive agreement
pursuant to which it will partner with this developer to build a
multi-hotel complex, which may include a Cosmopolitan hotel. In
addition, the Company has signed a non-binding letter of intent
with Intercontinental Hotels Group to manage hotels under the
Intercontinental and Holiday Inn International brands, and
serviced luxury vacation suites under the Intercontinental
brand, on the site. The Company is currently negotiating
definitive agreements with Intercontinental Hotels Group. In
total, the multi-hotel complex is intended to include
approximately 3,600 hotel rooms, serviced luxury vacation
suites, a casino and a retail shopping mall.
23
Table of Contents
24
Table of Contents
Three Months Ended March 31,
Percent
2007
2006
Change
(in thousands, except for percentages)
$
628,218
$
530,364
18.5
%
497,212
381,484
30.3
%
131,006
148,880
(12.0
)%
102,025
137,843
(26.0
)%
90,914
121,783
(25.3
)%
25
Table of Contents
Percent of Net Revenues
Three Months Ended March 31,
2007
2006
79.1
%
71.9
%
20.9
%
28.1
%
16.2
%
26.0
%
14.5
%
23.0
%
Table of Contents
Three Months Ended March 31,
Percent
2007
2006
Change
(In thousands, except for percentages)
$
465,734
$
375,382
24.1
%
97,868
91,138
7.4
%
54,359
51,816
4.9
%
43,046
35,005
23.0
%
661,007
553,341
19.5
%
(32,789
)
(22,977
)
(42.7
)%
$
628,218
$
530,364
18.5
%
Three Months Ended March 31,
2007
2006
Change
(In thousands, except for percentages)
$
346,095
$
278,246
24.4
%
$
1,037,012
$
1,058,993
(2.1
)%
18.6
%
18.6
%
$
6,856,990
$
3,696,214
85.5
%
2.8
%
2.5
%
0.3
pts
$
297,095
$
247,048
20.3
%
7.3
%
7.8
%
(0.5
)pts
$
119,639
$
97,136
23.2
%
$
353,128
$
363,458
(2.8
)%
29.1
%
22.1
%
7.0
pts
$
588,444
$
529,458
11.1
%
6.0
%
6.3
%
(0.3
)pts
27
Table of Contents
Three Months Ended March 31,
2007
2006
Change
$
276
$
249
10.8
%
98.8
%
99.9
%
(1.1
)pts
$
273
$
248
10.1
%
Three Months Ended March 31,
Percent
2007
2006
Change
(In thousands, except for percentages)
$
278,697
$
205,344
35.7
%
22,524
21,753
3.5
%
23,633
24,057
(1.8
)%
17,431
16,395
6.3
%
15,516
4,989
211.0
%
57,971
54,812
5.8
%
18,519
12,954
43.0
%
6,708
3,707
81.0
%
22,457
2,219
912.0
%
2,346
9,168
(74.4
)%
31,232
25,005
24.9
%
178
1,081
(83.5
)%
$
497,212
$
381,484
30.3
%
28
Table of Contents
29
Table of Contents
Three Months Ended March 31,
2007
2006
(In thousands, except for percentages)
$
81,432
$
29,728
(46,820
)
(8,313
)
$
34,612
$
21,415
$
80,416
$
31,905
$
4,179,138
$
1,652,519
7.8
%
7.1
%
30
Table of Contents
Three Months Ended March 31,
2007
2006
(In thousands)
$
51,351
$
145,826
(764,964
)
(294,233
)
398,571
(47,786
)
(366,393
)
(342,019
)
(100,140
)
(52,151
)
370,859
106,204
10,992
2,496
281,711
56,549
4,790
75
$
(28,541
)
$
(139,569
)
31
Table of Contents
Payments Due by Period Ending March 31, 2007(9)
Less than
1 Year
1-3 Years
3-5 Years
Thereafter
Total
(In thousands)
$
$
(37,000
)
$
$
$
(37,000
)
1,488
62,900
20,612
85,000
121,329
121,329
2,878
5,755
5,755
57,612
72,000
35,000
35,000
6,082
6,082
116,492
74,388
20,834
57,878
269,592
17,132
20,139
20,634
17,938
75,843
$
177,584
$
186,099
$
110,123
$
154,040
$
627,846
(1)
Amount represents the net repayment of $37.0 million during
2007. The revolving facility matures in February 2010 and has no
interim amortization.
32
Table of Contents
(2)
Amount represents the additional $85.0 million borrowed
during 2007 under the Term B Delayed Draw Facility. The Macao
Term B Delayed Draw Facility matures on May 25, 2012 and is
subject to nominal amortization for the first five years with
the remainder of the loan payable in four equal installments in
the last year immediately preceding its maturity date.
(3)
Amount represents the additional $121.3 million outstanding
at March 31, 2007. The Singapore credit facility matures on
August 22, 2008 and has no interim amortization.
(4)
Amount represents the airplane financings borrowed during 2007,
which mature on March 1, 2017.
(5)
Amount represents the additional $35.0 million borrowed
during 2007. The Phase II mall construction loan is due
March 30, 2008.
(6)
Amount represents the other debt borrowed during 2007, which
matures on March 28, 2008.
(7)
In February 2007, we were awarded a concession by lease for
parcels 1, 2 and 3 on the Cotai Strip, including the
parcels on which we are building The Venetian Macao and the Four
Seasons hotel. Each parcels share of the remaining land
premium balance will either be due upon completion of the
corresponding resort or be payable through seven semi-annual
payments to be made over a four year period and bearing interest
at 5%, whichever comes first. The total remaining payment
obligation under this lease was $269.6 million as of
March 31, 2007.
(8)
Amount represents the incremental increase in estimated variable
interest payments based on the changes in long-term debt
obligations noted above. Based on March 31, 2007 LIBOR
rates of 5.4% plus the applicable interest rate spread in
accordance with the respective debt agreements.
(9)
We adopted the provisions of FIN No. 48 on
January 1, 2007 and as of March 31, had an
$8.5 million liability related to unrecognized tax benefits.
33
Table of Contents
general economic and business conditions which may impact levels
of disposable income, consumer spending and pricing of hotel
rooms;
the uncertainty of tourist behavior related to spending and
vacationing at casino resorts in Las Vegas and Macao;
disruptions or reductions in travel due to conflicts with Iraq
and any future terrorist incidents;
outbreaks of infectious diseases, such as severe acute
respiratory syndrome or avian flu, in our market areas;
our dependence upon three properties in two markets for all of
our cash flow;
new developments, construction and ventures, including The
Palazzo, The Venetian Macao and other Cotai Strip developments,
The Marina Bay Sands in Singapore and Sands Bethworks;
our ability to obtain sufficient funding for our developments,
including our developments on the Cotai Strip and in Singapore;
the passage of new legislation and receipt of governmental
approvals for our proposed developments in Macao, Singapore and
other jurisdictions where we are planning to operate;
our substantial leverage and debt service (including sensitivity
to fluctuations in interest rates and other capital markets
trends);
our insurance coverage, including the risk that we have not
obtained sufficient coverage against acts of terrorism or will
only be able to obtain additional coverage at significantly
increased rates;
government regulation of the casino industry, including gaming
license regulation, the legalization of gaming in certain
domestic jurisdictions, including Native American reservations,
and regulation of gaming on the Internet;
increased competition and additional construction in Las Vegas
and Macao, including recent and upcoming increases in hotel
rooms, meeting and convention space and retail space;
fluctuations in the demand for all-suites rooms, occupancy rates
and average daily room rates in Las Vegas;
the popularity of Las Vegas as a convention and trade show
destination;
new taxes or changes to existing tax rates;
our ability to meet certain development deadlines in Macao and
Singapore;
our ability to maintain our gaming subconcession in Macao;
the completion of infrastructure projects in Macao;
34
Table of Contents
increased competition and other planned construction projects in
Macao; and
any future litigation.
ITEM 3
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Fair
2008
2009
2010
2011
2012
Thereafter
Total
Value(1)
(In millions, except for percentages)
$
165.6
$
$
$
$
$
$
165.6
$
165.6
7.1
%
7.1
%
7.1
%
$
$
$
$
$
$
250.0
$
250.0
$
238.8
6.4
%
6.4
%
7.1
%
$
$
1,175.8
$
283.1
$
933.3
$
384.7
$
1,233.2
$
4,010.1
$
4,010.1
4.9
%
7.1
%
7.1
%
7.3
%
6.7
%
6.3
%
6.3
%
$
0.1
$
0.2
$
$
$
$
$
0.3
$
0.3
(1)
The fair values are based on the borrowing rates currently
available for debt instruments with similar terms and maturities
and market quotes of our publicly traded debt.
35
Table of Contents
(2)
Based upon contractual interest rates for fixed rate
indebtedness or current LIBOR rates for variable rate
indebtedness.
(3)
As of March 31, 2007, we have six interest rate cap
agreements with a fair value of $0.3 million based on a
quoted market value from the institution holding the agreement.
36
Table of Contents
37
Table of Contents
10
.1
First Amendment to Credit
Agreement and Disbursement Agreement, dated as of March 5,
2007, among Venetian Macau Limited, VML US Finance LC, Venetian
Cotai Limited and The Bank of Nova Scotia, as Administrative
Agent and Disbursement Agent.
10
.2
First Amendment to Disbursement
Agreement, dated as of March 5, 2007, among VML US Finance
LLC, Venetian Cotai Limited, Venetian Macau Limited and The Bank
of Nova Scotia, as Disbursement Agent and Bank Agent.
10
.3
Land Concession Agreement, by
Lease and Without Public Tender, between Macau Special
Administrative Region, Venetian Cotai Limited and Venetian Macau
Limited.
31
.1
Certification of the Chief
Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31
.2
Certification of the Chief
Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32
.1
Certification of Chief Executive
Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
32
.2
Certification of Chief Financial
Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
38
Table of Contents
By:
By:
39
Table of Contents
10
.1
First Amendment to Credit
Agreement and Disbursement Agreement, dated as of March 5,
2007, among Venetian Macau Limited, VML US Finance LC, Venetian
Cotai Limited and The Bank of Nova Scotia, as Administrative
Agent and Disbursement Agent.
10
.2
First Amendment to Disbursement
Agreement, dated as of March 5, 2007, among VML US Finance
LLC, Venetian Cotai Limited, Venetian Macau Limited and The Bank
of Nova Scotia, as Disbursement Agent and Bank Agent.
10
.3
Land Concession Agreement, by
Lease and Without Public Tender, between Macau Special
Administrative Region, Venetian Cotai Limited and Venetian Macau
Limited.
31
.1
Certification of the Chief
Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31
.2
Certification of the Chief
Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32
.1
Certification of Chief Executive
Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
32
.2
Certification of Chief Financial
Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
40
Consolidated | Applicable Margin For Base Rate | Applicable Margin For HIBOR | ||
Leverage Ratio | Local Term Loans | Local Term Loans | ||
Greater than 2.0:1.0
|
1.25% | 2.25% | ||
Greater than 1.5:1.0
but less than or
equal to 2.0:1.0
|
1.00% | 2.00% | ||
less than or equal to
1.5:1.0
|
0.75% | 1.75% |
Applicable Margin For Swing | Applicable Margin For | |||
Consolidated | Line Loans and Base | Eurodollar | ||
Leverage Ratio | Rate Revolving Loans | Rate Revolving Loans | ||
Greater than 2.0:1.0
|
1.25% | 2.25% | ||
Greater than 1.5:1.0
but less than or
equal to 2.0:1.0
|
1.00% | 2.00% | ||
less than or equal to
1.5:1.0
|
0.75% | 1.75% |
VENETIAN MACAU LIMITED,
a corporation organized under the laws of the Macau Special Administrative Region of the Peoples Republic of China |
||||
By: | /s/ Bradley H. Stone | |||
Name: | Bradley H. Stone | |||
Title: | Executive Vice President | |||
VML US FINANCE LLC,
a Delaware limited liability company |
||||
By: | /s/ Bradley H. Stone | |||
Name: | Bradley H. Stone | |||
Title: | Authorized Representative | |||
VENETIAN COTAI LIMITED,
a corporation organized under the laws of the Macau Special Administrative Region of the Peoples Republic of China |
||||
By: | /s/ Bradley H. Stone | |||
Name: | Bradley H. Stone | |||
Title: | Authorized Representative |
Acknowledged and Agreed by:
VENETIAN MACAU FINANCE COMPANY, a Cayman Islands corporation |
||||
By: | /s/ Bradley H. Stone | |||
Name: | Bradley H. Stone | |||
Title: | Director | |||
V-HK SERVICES LIMITED,
a corporation organized under the laws of the Hong Kong Special Administrative Region of the Peoples Republic of China |
||||
By: | /s/ Bradley H. Stone | |||
Name: | Bradley H. Stone | |||
Title: | Director |
THE BANK OF NOVA
SCOTIA , as Administrative Agent (and, with respect to the Disbursement Agreement Amendment, as Bank Agent) |
||||
By: | /s/ Ajit Goswami | |||
Name: | Ajit Goswami | |||
Title: | Director | |||
THE BANK OF NOVA SCOTIA
, as Disbursement Agent
|
||||
By: | /s/ Ajit Goswami | |||
Name: | Ajit Goswami | |||
Title: | Director | |||
Delete limitation currently on the schedule
Delete limitation currently on the schedule
Delete limitation currently on the schedule
(keep language in existing Schedule 9.7, but change reference
from ten (10) days to thirty (30) days)
2
3
4
5
Date
|
Parties
|
Name
|
[ insert name of Owner ] | |
(in Portuguese)
|
[ insert details ] | |
(in Chinese)
|
[ insert details ] | |
Short form name
|
Owner | |
Description
|
a [ limited liability ] company incorporated under the laws of the Macau Special Administrative Region, China, with the registered office at [ insert details ], registered with the Macau Companies and Moveable Assets Registry under number [ insert company number ], with the share capital of MOP [ insert details ] | |
Name
|
[ insert name of Trade Contractor ] | |
(in Portuguese)
|
[ insert details ] | |
(in Chinese)
|
[ insert details ] | |
Short form name
|
Trade Contractor | |
Description
|
a [ limited liability ] company incorporated under the laws of the Macau Special Administrative Region, China, with the registered office at [ insert details ], registered with the Macau Companies and Moveable Assets Registry under number [ insert company number ], with the share capital of MOP [ insert details ] | |
Trade Contract Number
|
1
1. | where the claim relies on a provision of the Trade Contract, the claim must detail the clause of the Trade Contract on which the claim is based; |
2. | where the claim does not rely on a provision of the Trade Contract, the claim must detail the basis on which the claim is made; |
3. | where the claim is based on instructions or variations issued for the Works the claim must detail and refer to the Construction Mangers Instruction, | |
4. | provide a detailed description for each specific claim so as to easily be identified; and | |
5. | the amount of the claim. |
2
1. | The detachment of the public domain and the incorporation in the Macau SAR private domain of the parcel of land with an area of 29,724 sq mts, considered as an unoccupied parcel of land, which presently is a part of the Avenida de COTAI (VU3.3) and of the COTAI Roundabout. The abovementioned parcel of land, is identified with the letters C1a and C1b in the cadastre plan no. 6 124/2003, issued by the Macao Cartography and Cadastre Bureau (MCCB), on November 7, 2006, which is part of this order; | ||
2. | The concession by lease, and without a public tender, in favor of the Venetian Cotai Limited, in the terms and conditions of the attached contract which is part of this order, of a parcel of land with an area of 405,658 sq mts, not registered in the Macau Land and Buildings Registry, divided in 3 (three) plots identified as plot I, II and III, respectively with an area of 292,315 sq mts, 52,864 sq mts and 60,479 sq mts, located in the reclaimed area between Taipa Island and Coloane Island (COTAI), West of Estrada do Istmo and South of Estrada da Baía de Nossa Senhora da Esperança , to be used for the construction of a Complex of casinos, hotels, apartments hotels, conventions and exhibitions centres and congresses, in an horizontal property regime. | ||
3. | Within 30 (thirty) days from the registration of the horizontal property, the Venetian Cotai Limited shall transfer, in favor of the Venetian Macau Limited, through a notary deed, the unit corresponding to the Casino, to be built in plot I. | ||
4. | This order becomes immediately effective. |
-1-
1. | As per a letter addressed to the Chief Executive, submitted on November 15, 2002, the company designated Galaxy Casino, S.A., holder of one of the concessions for the operation of games of fortune and chance or other games in casino in the Macau SAR, which concession was managed by the company Venetian Macau Management Limited as per clause 24, paragraph 1 of the first version of the respective concession contract, Galaxy Casino, S.A. requested the concession, by lease, and without public tender, of a land located in the reclaimed area between Taipa Island and Coloane Island (COTAI), West of the Istmo Taipa-Coloane , with an area of 985 080 sq mts. | |
2. | The purpose of the land for which the concession was requested is to built two themed entertainment complexes, with similar surface, comprising casinos, restaurants, commercial areas, entertainment and leisure areas, parking areas and hotels, regarding the accomplishment of the contractual obligations arising from the concession contract for the operation of games of fortune and chance or other games in casino in the Macau SAR, executed by a deed, on June 26, 2002, recorded in folio 12 to 91v of the Book no. 338 of the Finance Services Bureau, published in the Official Gazette no. 27/2002, II Series, supplemental number, on July 3, 2002. |
-2-
3. | According to the applicant, the two themed areas would be developed separately, being the East side of the land reserved for the construction of a Resort-Hotel-Casino with the Venetian theme and a Convention Centre, according to the development plan of the land attached to the request. | |
4. | Considering the characteristics and size of the complex, as well as its conformity to the uses and purposes provided for in the COTAI Plan, the Infrastructures Development Department (GDI), in view of the application, considered the requested land appropriated for the development of the project, pointing out the fact that the COTAI area it is one of the few areas in the Macau SAR with sufficient land for the development of such a complex. | |
5. | Furthermore, such project is considered a strategic project, inspiring the changes aspired and outlined by the Government of the Macau SAR for the development of the gaming and entertainment activities, as for its differentiated capability of developing a new tourism segment business and convention tourism and for the high standards of quality and its capacity to promote the development of additional activities, namely in the transport, trade, food and beverage areas and to increase employment as well as to improve human resources background. | |
6. | Concerning the importance of the project for economic and social development strategy of the Macau SAR, which explains the reason why a public tender is not necessary, as well as the need to ensure its completion until the end of the period set forth in the Investment Plan attached to the Subconcession Contract for the operation of games of chance or other games in casino in the Macau Special Administrative Region, executed between the applicant and the Macau SAR Government, it was exceptionally successively authorized by the former Secretary for Transports and Public Works the execution of canvass, land reclaim, foundation and structure works. | |
7. | Furthermore, the concession process was slower since it was necessary to solve some previous matters related with it, namely those regarding the identification of the future concessionary, the incorporation of public green areas, the urban infrastructure networks, the road network and the accounting of all the costs arising from the land |
-3-
reclaim, as well as the electrical power substation installation and its connection to the high voltage network, within the limits of the land to be conceded. |
8. | As a matter of fact, regarding the holding of the concession, it shall be noted that, on December 17, 2002, Venetian Macau Management Limited decided to change its designation to Venetian Macau Limited, which was duly authorized by the Government, ceasing to be the gaming operators management company for Galaxy Casino S.A., as, pursuant to a subconcession contract, dated December 19, 2002, previously approved and authorized by Macau SAR Government as grantor, Venetian Macau Limited was granted with a subconcession license for the operation of casino games. | |
9. | Pursuant to the above mentioned Subconcession Contract, the concessionaire Galaxy Casino, S.A. and the Subconcessionaire Venetian Macau Limited started developing autonomous investment plans and the Subconcessionaire assumed the obligation to develop the Complex Resort-Hotel-Casino with The Venetian theme and the convention centre. | |
10. | The Land, Public Works and Transport Bureau was informed of these changes by a letter dated August 26, 2003, in which Venetian Macau Limited suggested to carry on the development of a land located near Istmo between Taipa Island and Coloane Island, with an area of approximately 49,25 hectares, to be detached of the total area initially required by the Company Galaxy Casino, S.A. | |
11. | Nevertheless, according to a Chief Executive Order, dated February 25, 2005, it was authorized that the projects referred to in items 1 and 2 of the Investment Plan attached to the Subconcession Contract, which should be developed by Venetian Macau Limited, would be executed by Venetian Cotai Limited, which share capital is held by Venetian Macau Limited (99,99%) and two other subsidiaries of the Las Vegas Sands Corp. Venetian Macau Limited, as Subconcessionaire, assumed the obligation to own the casino unit to be built in Resort-Hotel-Casino (COTAI). |
-4-
It was also authorized that the above mentioned investments, to be executed indirectly by the Subconcessionaire, be accounted for the investment amount to be accomplished under the contractual terms. | ||
12. | Therefore, the company Venetian Macau Limited, with head office in Macau, at 25, Avenida Doutor Mário Soares , Montepio Building, Ap. 25, 2 nd floor, registered at Commercial and Movable Assets Registry under no. 15702 (SO) and the company Venetian Cotai Limited with head office in Macau, at Avenida Xian Xing Hai , Zhu Kuan Building, 11th floor, registered in the above mentioned Companies Registry under number 19845(SO), by a letter dated September 29, 2006, addressed to the Chief of Executive, requested the concession of the land located at West of Estrada do Istmo and South of Estrada da Baía de Nossa Senhora da Esperança , with an area of 431,900 sq mts to be granted in the name of the second applicant. The land would be developed in three stages, in accordance with the development plan, the construction projects for stage 1 and 2 and the preliminary study for stage 3, all submitted in due time to the Land, Public Works and Transport Bureau. | |
13. | Regarding this circumstances and after a long period of negotiations, during which all the above mentioned issues were analyzed and all the concession terms and conditions were agreed, namely the premium to be paid for the concession, the Land, Public Works and Transport Bureau prepared a draft of the concession contract, terms of which were accepted by the applicant, through a statement submitted on January 25, 2007. | |
14. | The Land to be leased, with a total area of 405 658 sq mts, not registered in the Macau Land and Buildings Registry, is divided in three plots which are identified as Plot I, II and III, respectively with an area of 292,315 sq mts, 52,864 sq mts and 60,479 sq mts. | |
15. | Plot I is identified with the letters A1a, A2a and C1a in the cadastre plan no. 6.124/2003, issued by the Macao Cartography and Cadastre Bureau (MCCB), on November 7, 2006. | |
Plot II is identified with the letters A1b, A2c and C1b in the above mentioned plan and Plot III is identified with the letter A2b in the said plan. | ||
16. | The concession of the parcels identified with the letters C1a and C1b, which presently are part of the Avenida de COTAI (VU3.3) and of the COTAI Roundabout, is |
-5-
previously detached of the public domain and incorporated in the Macau SAR private domain, as an unoccupied parcel of land. | ||
17. | The process followed the regular steps in the proceedings and was submitted to the Land Commission which, in a meeting held on February 1, 2007, issued a favorable opinion regarding the approval of the application. | |
18. | The opinion of the Land Commission was approved by an Order of the Chief Executive, dated February 13, 2007. | |
19. | In accordance with article 125 of the Law no. 6/80/M, July 5, 1980, the conditions of the concession contract, which is part of this order, were notified to the applicants and accepted by the same, through statements submitted on February 22, 2007, signed by Joaquim Jorge Perestrelo Neto Valente, also known as Jorge Neto Valente, widower and domiciled in Macau, at 25, Avenida Doutor Mário Soares , Montepio Building, Room 25, 2nd floor, acting as Managing Director, on behalf of Venetian Cotai Limited and Venetian Macau Limited, sufficient capacity and powers to perform the act which were verified by the Private Notary, Rui Sousa, according with the notarization of the said statements. | |
20. | All the premium payment installments provided for in clause ten, paragraph 1), subparagraph (3), paragraph 2), subparagraph (2) and paragraph 3), subparagraph (2) of the land concession contract which is part of this order, were already paid on February 22, 2007, at the treasury office of the Macau Finance Department (income receipt no. 18550), through the income tax payment form no. 11/2007, issued by the Land Commission on February 22, 2007, which duplicate is filed on the correspondent process. |
-6-
1. | The object of this agreement is: |
1) | The detachment of the public domain and the incorporation in the Macau SAR private domain, of the parcel of land with an area of 29,724 sq mts (Twenty Nine Thousand, Seven Hundred and Twenty Four square meters), which presently is a part of the Avenida de COTAI (VU3.3), considered as an unoccupied parcel of land and of the COTAI Roundabout. The abovementioned parcel of land, which is not registered in the Land and Buildings Registry Department, is identified with the letters C1a and C1b in the cadastre plan no. 6.124/2003, issued by the Macao Cartography and Cadastre Bureau (MCCB), on November 7, 2006, which is part of this agreement; | ||
2) | The concession by lease, by the first party in favor of the Second Party, without a public tender, of a parcel of land to be reclaimed, with an area of 405,658 sq mts (Four Hundred and Five Thousand, Six Hundred and Fifty Eight square meters), not registered in the Macau Land and Buildings Registry, located in the reclaimed area between Taipa Island and Coloane Island (COTAI), West of Estrada do Istmo and South of Estrada da Baía de Nossa Senhora da Esperança , valued at $2.592.568.647,00 (Two Thousand Five Hundred and Ninety Two Million, Five Hundred and Sixty Eight Thousand, Six Hundred and Forty Seven Eight Patacas), which is identified with the letters A1a, A1b, A2a, A2b, A2c, C1a and C1b in the aforementioned cadastre plan; and | ||
3) | The division of the Land referred to in paragraph 2 above into 3 (three) separate plots, as follows: |
(1) | Plot I, with an area of 292,315 sq mts (Two Hundred and Ninety Two Thousand, Three Hundred and Fifteen square meters), valued at $1.458.574.919,00 (One Thousand, Four Hundred and Fifty Eight Million, Five Hundred and Seventy Four Thousand and Nine Hundred and Nineteen Patacas), identified with the letters A1a, A2a and C1a of the said plan; | ||
(2) | Plot II, with an area of 52,864 sq mts (Fifty Two Thousand, Eight Hundred and Sixty Four square meters), valued at $539,619,679 (Five Hundred and Thirty Nine Million Six Hundred and Nineteen Thousand, Six Hundred and |
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Seventy Nine Patacas), identified with the letters A1b, A2c and C1b of the said plan; | |||
(3) | Plot III, with an area of 60,479 sq mts (Sixty Thousand Four Hundred and Seventy Nine square meters), valued at $594,374,049 (Five Hundred and Ninety Four Million, Three Hundred and Seventy Four Thousand and Forty Nine Patacas), identified with the letter A2b of the said plan. |
2. | The concession of the land with the global area of 405,658 sq mts (Four Hundred and Five Thousand, Six Hundred and Fifty Eight square meters), divided in 3 (three) plots as identified in the abovementioned plan of MCCB, hereinafter referred as Land, will be ruled by the clauses of this agreement. |
1. | The lease is valid for a period of 25 (twenty five) years, from the publishing date of the dispatch authorizing the present agreement in the Official Gazette. |
2. | The aforementioned lease term may be successively renewed, in accordance with the applicable laws. |
1. | The development of the Land comprises the construction of a complex of casinos, hotels, apartments hotels, exhibitions, conventions and conferences centers, in the horizontal property regime, with the following gross construction areas and for the purposes ascribed to their side: |
1) | Plot I, with an area of 292,315 sq mts (Two Hundred and Ninety Two Thousand Three Hundred and Fifteen square meters): |
(1) | Casino | 2,600 sq mts | ||
(2) | 5 Star Hotel including gaming, entertainment, leisure, commercial, restaurants areas and other support areas | 760,158 sq mts | ||
(3) | Exhibitions, conventions and conferences center | 112,960 sq mts | ||
(4) | Parking (Five Star Hotel) | 100,975 sq mts | ||
(5) | Free area | 131,994 sq mts |
2) | Plot II, with an area of 52,864 sq mts (Fifty Two Thousand, Eight Hundred and Sixty Four square meters): |
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(1)
|
Five Star Hotel including gaming, entertainment, leisure, commercial, | |||||
|
restaurants areas and other support areas | 148,051 sq mts | ||||
(2)
|
Parking (Five Star Hotel) | 10,041 sq mts | ||||
(3)
|
Free area (Five Star Hotel) | 32,195 sq mts | ||||
(4)
|
Five Star Apartment Hotel | 98,644 sq mts | ||||
(5)
|
Parking (Five Star Apartment Hotel) | 20,595 sq mts |
3) | Plot III, with an area of 60,479 sq mts (Sixty Thousand, Four Hundred and Seventy Nine square meters): |
(1)
|
Three Star Hotel including gaming, entertainment, leisure, commercial, | |||||
|
restaurants areas and other support areas | 330.763 sq mts | ||||
(2)
|
Parking (Three Star Hotel) | 22,837 sq mts | ||||
(3)
|
Free area (Three Star Hotel) | 21,206 sq mts | ||||
(4)
|
Three Star Apartment Hotel | 37,899 sq mts | ||||
(5)
|
Parking (Three Star Apartment Hotel) | 7,050 sq mts |
2. | The second party must submit the projects in accordance with clause 35, paragraph 2, item 4) of the sub concession agreement for the operation of games of chance or other games in casino in the Macau Special Administrative Region, executed on December 19, 2002, complying with any other obligation set out in that clause, in respect of any projects or construction works. |
1. | The development of the Land must be completed within 48 (Forty-Eight) months, from the publishing date of the dispatch authorizing the present Agreement in the Official Gazette. |
2. | The term set out above includes the terms required for the presentation of the projects by the second party and their respective approval by the first party. |
1. | As penalty for the non compliance with the development period set out in the previous clause, the second party is subject to a fine up to $5,000 (Five Thousand Patacas) per day of delay, up to 60 (sixty) days; beyond this period, and up to the maximum of 120 (one hundred and twenty) days, the second party is subject to an |
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aggravated fine of up to twice the amount referred above, except in the case of special circumstances duly justified and accepted by the first party. |
2. | The second party shall not be liable under the preceding paragraph in the case of force majeure events or if any other relevant event, which can be evidenced as being beyond the control of the second party, occurs. |
3. | An event shall only be considered a force majeure if it results from unpredictable and overpowering events. |
4. | For the purposes of paragraph two above, the second party shall notify the first party, in writing, as soon as possible, the occurrence of any such events. |
1. | Within 30 (thirty) days from the registration of the horizontal property, the second party shall transfer, in favor of the third party, through a notary deed, the unit corresponding to the Casino, to be built in plot I. |
2. | The second party undertakes to submit documentary evidence of the aforementioned transfer to the first party. |
1. | During the term of the Land development, the second party shall pay an annual rent in the amount of $30 (Thirty Patacas) per square meter of the leased Land, in the total amount of $12,169,740 (Twelve Million, One Hundred and Sixty Nine Thousand, Seven Hundred and Forty Patacas). |
2. | After the completion of the development of the Land, the second party shall pay, for each of the three plots the following annual rents: |
1) | $14,900,660 (Fourteen Million, Nine Hundred Thousand, Six Hundred and Sixty Patacas) for plot I; | ||
2) | $4,328,735 (Four Million, Three Hundred and Twenty Eight Thousand, Seven Hundred and Thirty Five Patacas) for plot II; | ||
3) | $4,069,818 (Four Million, Sixty Nine Thousand, Eight Hundred and Eighteen Patacas) for plot III; |
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(1)
|
Casino: 2,600 sq mts x $15/sq mts | $ | 39,000 | |||
(2)
|
Five Star Hotel: 760,158 sq mts x $15/sq mts | $ | 11,402,370 | |||
(3)
|
Exhibitions, conventions and conferences center: | |||||
|
112,960 sq mts x $10/sq mts | $ | 1,129,600 | |||
(4)
|
Parking (Five Star Hotel): 100.975 sq mts x $10/sq mts | $ | 1,009,750 | |||
(5)
|
Free area (Five Star Hotel)131,994 sq mts x $10/sq mts | $ | 1,319,940 | |||
Plot II
|
||||||
(1)
|
Five Star Hotel: 148,051 sq mts x $15/sq mts | $ | 2.220.765 | |||
(2)
|
Five Star Apartment Hotel: 98,644 sq mts x $15/sq mts | $ | 1.479.660 | |||
(3)
|
Parking (Five Star Hotel): 10,041 sq mts x $10/sq mts | $ | 100.410 | |||
(4)
|
Parking (Five Star Apartment Hotel): 20,595 sq mts x $10/sq mts | $ | 205.950 | |||
(5)
|
Free area (Five Star Hotel): 32,195 sq mts x $10/sq mts | $ | 321.950 | |||
Plot III
|
||||||
(1)
|
Three Star Hotel: 330,763 sq mts x $10/sq mts | $ | 3,307,630 | |||
(2)
|
Three Star Apartment Hotel: 37,899 sq mts x $10/sq mts | $ | 378,990 | |||
(3)
|
Parking (Three Star Hotel): 22,837 sq mts x $7.50/sq mts | $ | 171,278 | |||
(4)
|
Parking (Three Star Apartment Hotel): 7,050 sq mts x $7,50/sq mts | $ | 52,875 | |||
(5)
|
Free area (Three Star Hotel): 21,206 sq mts x $7,50/sq mts | $ | 159,045 |
3. | Without prejudice of the immediate application of the new rent amounts which might be published during the validity of this agreement, the rents will be reviewed every five years, commencing from the publishing date of the dispatch authorizing the present agreement in the Official Gazette. |
1. | In accordance with article 126 of Law no. 6/80/M, of July 5, 1980, the second party shall provide a guarantee securing the amount of $12,169,740 (Twelve Million, One |
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Hundred and Sixty Nine Thousand, Seven Hundred and Forty Patacas) by way of bank guarantee or a bank deposit accepted by the first party. |
2. | The amount of the aforementioned guarantee shall at all times correspond to the price of the annual rent. |
3. | The guarantee referred in paragraph 1 of this clause will be returned by the Finance Department to the second party, at request of the later after the usage permits, issued by the Public Works and Construction Department, are submitted. |
1) | The reclamation works and infrastructures of the leased Land; | ||
2) | The construction and installation of the electrical substation 66/11 Kv owned by the Macau Electricity Company Limited in the leased land; | ||
3) | The rerouting and/or removal of all existing infrastructures in the leased Land and adjacent areas, namely sewage network, water supply, electrical grid and telecommunications networks; | ||
4) | The paving of sidewalks and streets in the leased Lands adjacent areas. | ||
5) | The landscaping of the leased Lands adjacent areas, including those surrounding the portion of the artificial lake which is incorporated in the MSAR public domain, identified with the letters B1, B2 and C2 of the plan no. 6.124/2003, issued by the MCCB, on November 7, 2006; |
2. | The second party undertakes to draft all construction projects in respect of the works referred to in the above paragraph, and to submit the said projects to the first partys approval. |
3. | The second party warrants the due performance and the quality of the materials and equipment to be used in the works referred to under items 3 and 4, in paragraph one of this clause for a period of two years, starting from the provisional receipt of such works, being under the obligation to repair and correct each and any defect thereunder for the duration of the lease. |
4. | The second party will assure the maintenance, preservation and reparation of the materials and equipments used in the construction works referred in item 5 of paragraph 1 of this clause during the term of the land lease. |
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1. | The second party shall pay to the first party, as consideration for the Land concession, a premium in the total amount of $2.592.568.647 (Two Thousand, Five Hundred and Ninety Two Million, Five Hundred and Sixty Eight Thousand, Six Hundred and Forty Seven Patacas), as follows: |
1) | Plot I $1.458.574.919 (One Thousand Four Hundred and Fifty Eight Million, Five Hundred and Seventy Four Thousand and Nine Hundred and Nineteen Patacas), to be paid in the following manner: |
(1) | $70,293,744 (Seventy Million, Two Hundred and Ninety Three Thousand, Seven Hundred and Forty Four Patacas) paid already and corresponding to the commitment undertaken by the second party (cost of the executed reclamation works in Plot I, deducted of the cost of the portion of the route VU3.3 and infrastructures built by the first party and to be deactivated by interest of the second party); | ||
(2) | 95.791.000 (Ninety Five Million Seven Hundred and Ninety One Thousand Patacas) corresponding to the installation cost of the Electrical Substation 66/11 Kv of the Macau Electricity Company Limited and respective connection to the High Voltage Net; | ||
(3) | $487,000,000 (Four Hundred and Eighty Seven Million Patacas) upon the delivery of the declaration accepting the conditions of this agreement, according to article 125 of the Law 6/80/M, dated July 5, 1980; | ||
(4) | The remaining, in the amount of $805.490.175 (Eight Hundred and Five Million, Four Hundred and Ninety Thousand One Hundred and Seventy Five Patacas), to which shall accrue interest at the annual rate of 5%, shall be paid in 7 (seven) half-yearly installments, of equal value in capital and in interest, in the amount of $126.861.021 (One Hundred and Twenty Six Million, Eight Hundred and Sixty One Thousand and Twenty One Patacas), each, the first installment being due 6 (six) months from the publishing date of the dispatch authorizing the present agreement in the Official Gazette. |
2) | Plot II $539,619,679 (Five Hundred and Thirty Nine Million, Six Hundred and Nineteen Thousand, Six Hundred and Seventy Nine Patacas), to be paid in the following manner: |
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(1) | $12,691,926 (Twelve Million, Six Hundred and Ninety One Thousand Nine Hundred and Twenty Six Patacas) paid already, corresponding to the commitment undertaken by the second party (cost of the executed reclamation works in Plot II, deducted of the cost of the portion of the route VU3.3 and infrastructures built by the first party and to be deactivated by interest of the second party); | ||
(2) | $178,000,000 (One Hundred and Seventy Eight Million Patacas) upon the delivery of the declaration accepting the conditions of this agreement, according to article 125 of the Law 6/80/M, dated July 5, 1980; | ||
(3) | The remaining, in the amount of $348,927,753 (Three Hundred and Forty Eight Million Nine Hundred and Twenty Seven Thousand Seven Hundred and Fifty Three Patacas), to which shall accrue interest at the annual rate of 5%, shall be paid in 7 (seven) half-yearly installments, of equal value in capital and in interest, in the amount of $54,954,526 (Fifty Four Million Nine Hundred and Fifty Four Thousand Five Hundred and Twenty Six Patacas) each, the first installment being due 6 (six) months from the publishing date of the dispatch authorizing the present Agreement in the Official Gazette. |
3) | Plot III $594,374,049 (Five Hundred and Ninety Four Million, Three Hundred and Seventy Four Thousand and Forty Nine Patacas) to be paid in the following manner: |
(1) | $14,644,530 (Fourteen Million, Six Hundred and Forty Four Thousand, Five Hundred and Thirty Patacas) paid already, corresponding to the commitment undertaken by the second party (cost of the executed reclamation works in Plot III, deducted of the cost of the portion of the route VU3.3 and infrastructures constructed by the first party and to be deactivated by interest of the second party); | ||
(2) | $188,000,000 (One Hundred and Eighty Eight Million Patacas) upon the delivery of the declaration accepting the conditions of this agreement, according to article 125 of the Law 6/80/M, dated July 5, 1980. | ||
(3) | The remaining, in the amount of $391,729,519 (Three Hundred and Ninety One Million Seven Hundred and Twenty Nine Thousand, Five Hundred and |
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Nineteen Patacas), to which shall accrue interest at the annual rate of 5%, shall be paid in 7 (seven) half-yearly installments, of equal value in capital and in interest, in the amount of $61,695,609 (Sixty One Million Six Hundred and Ninety Five Thousand, Six Hundred and Nine Patacas), each, the first installment being due 6 (six) months from the publishing date of the dispatch authorizing the present Agreement in the Official Gazette. |
1. | The second party is expressly prohibited from withdrawing from the leased Land, without the prior written consent of the first party, any materials, such as soil, rock, gravel and sand resulting from foundation excavation works or ground leveling. |
2. | The first party shall only consent to the removal of any such materials which can neither be used on the leased Land nor are suitable for any other use. |
3. | The materials removed with the first partys consent shall be deposited in a location to be determined by the first party. |
4. | Failure to comply with this clause shall, without prejudice to the payment of an indemnity to be determined by experts from the Land, Public Works and Transport Bureau according to the materials effectively removed, attract the following penalties: |
1) | Upon the first infraction: a fine between $20,000 and $50,000; | ||
2) | Upon the second infraction: a fine between $51,000 and $100,000; | ||
3) | Upon the third infraction: a fine between $101,000 and $200,000 and | ||
4) | Upon the fourth infraction, the first party shall have the right to terminate this agreement. |
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1. | The transfer of any rights or benefits resulting from this concession are, given their nature, conditional upon the prior authorization of the first party having been obtained and shall subject the transferee to a revision of the terms and conditions hereof. |
2. | Considering the particular characteristics of the overall project where the leased Land is incorporated, the first party hereby authorizes, without alteration of the terms and conditions hereof, the transfer of the rights resulting from the concession by lease of plots II and III, prior to their full development, provided that the respective transfer application is a first transfer request, that all premium installments of the respective plot have been fully paid pursuant clause tenth and that all the obligations set forth in clause nine, paragraph 1, items 3), 4) and 5) have been performed. |
3. | As security for financing the necessary construction works, the second party may mortgage the rights resulting from the concession by lease hereunder in favor of credit institutions, in accordance with article 2 of Decree-Law 51/83/M, of December 26, 1983. |
1) | After the term of the aggravated fine as per paragraph 1 of clause five; | ||
2) | Unauthorized change of the purpose of the lease, prior to the completion of the development of the Land; | ||
3) | Interruption of the development of the land for a period exceeding 90 (ninety) days, except if due to special conditions duly justified and accepted by the first party; |
2. | The forfeiture of this agreement shall be declared by decision of the Chief Executive, to be published in the Official Gazette. |
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3. | The forfeiture of this agreement shall determine the reversion, in whole or in part, of the possession of the Land to the first party, with all improvements and betterments thereon, without compensation to the second party. |
1) | Failure to pay the rent in due time; | ||
2) | Unauthorized change in the usage of the Land and/or the purpose of the lease, if the development has been completed; | ||
3) | Non performance of the obligations contained in clauses nine and tenth; | ||
4) | Repeated non performance, after the forth infraction, of the obligations contained in clause eleventh; | ||
5) | Transfer of interests in resulting from the concession in contravention to clause thirteenth. |
2. | The rescission shall be declared by decision of the Chief Executive, to be published in the Official Gazette. |
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CLAUSE FIRST OBJECT
|
3 | |||
CLAUSE SECOND LEASE TERM
|
4 | |||
CLAUSE THIRD LAND DEVELOPMENT AND PURPOSE
|
4 | |||
CLAUSE FOURTH TERM FOR DEVELOPMENT
|
5 | |||
CLAUSE FIFTH FINES
|
6 | |||
CLAUSE SIXTH TRANSFERENCE OF THE UNIT
|
6 | |||
CLAUSE SEVENTH RENT
|
6 | |||
CLAUSE EIGHTH GUARANTEE
|
8 | |||
CLAUSE NINTH SPECIAL OBLIGATIONS
|
8 | |||
CLAUSE TENTH PREMIUM
|
9 | |||
CLAUSE ELEVENTH EXCESS LAND MATERIALS
|
11 | |||
CLAUSE TWELFTH USAGE PERMIT
|
12 | |||
CLAUSE THIRTEENTH TRANSFER
|
12 | |||
CLAUSE FOURTEENTH SUPERVISION
|
12 | |||
CLAUSE FIFTEENTH FORFEITURE
|
12 | |||
CLAUSE SIXTEENTH RESCISSION
|
13 | |||
CLAUSE SEVENTEENTH REVERSION OF THE CASINO
|
13 | |||
CLAUSE EIGHTEENTH COMPETENT JURISDICTION
|
14 | |||
CLAUSE NINETEENTH APPLICABLE LAW
|
14 |
1 | The Index is just for reference and it is not part of the published version. |
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By: |
/s/
Sheldon
G. Adelson
|
By: |
/s/
Robert
P. Rozek
|
By: |
/s/
Sheldon G.
Adelson
|
By: |
/s/
Robert P.
Rozek
|