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Item 1.01
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Entry Into a Material Definitive Agreement.
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On August 12, 2016, Las Vegas Sands, LLC (“LVS” or the “Borrower”), a direct, wholly-owned subsidiary of Las Vegas Sands Corp. (“LVSC”) and certain of the Borrower’s other domestic subsidiaries (the “Guarantors”) entered into a Second Amendment (the “Amendment Agreement”) to the Existing Credit Agreement (as defined below) with the Lenders party thereto and The Bank of Nova Scotia (“Scotiabank”), as Administrative Agent and Collateral Agent. The Amendment Agreement amends the Second Amended and Restated Credit and Guaranty Agreement dated as of December 19, 2013 (the “Existing Credit Agreement” and, as amended by the Amendment Agreement, the “Amended Credit Agreement”), among LVS, as Borrower, the Guarantors, various Lenders, Scotiabank, as Administrative Agent and Collateral Agent, and the other parties thereto. Capitalized terms used herein and not defined herein are defined in the Amended Credit Agreement.
Pursuant to the Amendment Agreement, revolving lenders will provide revolving credit commitments in the aggregate amount of $1.15 billion with a maturity of September 19, 2020, which will be used (i) to replace the commitments under, and refinance all amounts outstanding under, the existing U.S. revolving facility; (ii) to pay fees and expenses incurred in connection with the Amended Credit Agreement and the other Credit Documents; and (iii) for general corporate purposes and working capital needs of the Borrower and its affiliates.
The Revolving Loans bear interest at either, at the Borrower’s option, an adjusted Eurodollar rate plus a credit spread or at an alternative base rate plus a credit spread, which credit spread in each case is determined based on the Borrower’s corporate family rating as set forth in the pricing grid in the Amended Credit Agreement (the “Rating”). The credit spread for Revolving Loans under the Amended Credit Agreement ranges from 0.125% to 0.625% per annum for loans accruing interest at a base rate, and from 1.125% to 1.625% per annum for loans accruing interest at an adjusted Eurodollar rate. The initial credit spread as of August 12, 2016, is 0.45% per annum for loans accruing at a base rate and 1.45% per annum for loans accruing at an adjusted Eurodollar rate. The Borrower is also required to pay commitment fees on the undrawn amount of the revolving credit commitments (the “Commitment Fee”). The Commitment Fee for revolving credit commitments under the Amended Credit Agreement is based on the Rating and ranges from 0.125% to 0.25% per annum. The initial Commitment Fee as of August 12, 2016, is 0.20% per annum.
As of August 12, 2016, under the U.S. revolving facility, there was $1.15 billion of available borrowing capacity, net of outstanding letters of credit. Other than the items indicated above, the terms and conditions of the Existing Credit Agreement are unchanged.
Some of the lenders, agents and arrangers under the Amendment Agreement and Amended Credit Agreement and their respective affiliates have provided, and may provide in the future, investment banking, commercial banking and other financial services for LVSC and its subsidiaries in the ordinary course of business, for which they have received and will receive customary compensation.