ITEM 1.01. The conclusion of an important definitive agreement.
At September 3, 2021 (the “Closing Date”), Las Vegas Sands Corp. (the “Borrower”) has entered into Amendment 2 to the Revolving Credit Agreement (the “Amendment”) with the lenders party thereto and the Bank of Nova Scotia, as Administrative Agent (in this quality, the “Administrative Agent”) in respect of the revolving credit agreement, dated August 9, 2019 (as amended by this rider n ° 1 to the revolving credit agreement, dated
September 23, 2020 and otherwise in effect before the entry into force of the Addendum, the “Existing Revolving Credit Agreement”), by and between the Borrower, the Administrator and the lenders and issuing banks from time to time therein. parts. In accordance with the Amendment, the existing Revolving Credit Agreement has been amended to (a) extend the period during which the Borrower is not required to maintain a maximum consolidated leverage ratio of 4.00: 1.00 on last day of any fiscal quarter of the Borrower at December 31, 2022; (b) extend the period during which the Borrower is required to maintain a specified amount of minimum liquidity from the last day of each month for December 31, 2022; (c) increase the minimum amount of liquidity that the Borrower is required to maintain until
December 31, 2022 To $ 700 million; and (d) extend the period during which the Borrower is unable to declare or pay a dividend or other distribution, unless the liquidity is greater than $ 1.0 billion on a pro forma basis after having given effect to this dividend or distribution, to December 31, 2022. In addition, in accordance with the Amendment and subject to the satisfaction of certain conditions specified therein, the lenders required under the Existing Revolving Credit Agreement have consented and waived any restrictions applicable in the Existing Revolving Credit Agreement. prohibiting the carrying out of the transactions envisaged by the final agreements concluded on March 2, 2021 (the “Signature Date”) by the Borrower to sell its Las Vegas real estate and operations, including the Venetian Resort Las Vegas and the Sands Exhibition and Convention Center, as previously noted in the current borrower report on Form 8-K filed with the Securities and Exchange Commission on the date of signing, which is incorporated in this Section 1.01 by reference. The above summary of the amendment is not complete and is qualified in its entirety by reference to the full and complete text of the amendment, a copy of which is attached as Exhibit 10.1 to this current report on Form 8 -K and incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
10.1† Amendment No. 2 to Revolving Credit Agreement, dated as September 3 , 2021,
by and among Las Vegas Sands Corp., the Lenders from time to time party thereto and
The Bank of Nova Scotia, as Administrative Agent.
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† Certain identified information has been excluded from the exhibition because such information both (i) is not material and (ii) would be harmful to competition if disclosed publicly.
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