LAS VEGAS SANDS, LLC and VENETIAN CASINO RESORT, LLC FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EXHIBIT 10.1

LAS VEGAS SANDS, LLC and VENETIAN CASINO RESORT, LLC FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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Table of Contents

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LAS VEGAS SANDS, LLC

and

VENETIAN CASINO RESORT, LLC

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT (“Amendment”) TO AMENDED AND RESTATED CREDIT AGREEMENT is dated as of September 16, 2005 and entered into by and among LAS VEGAS SANDS, LLC (“LVSI”), a Nevada limited liability company, and VENETIAN CASINO RESORT, LLC (“Venetian”), a Nevada limited liability company, as joint and several obligors (each of LVSI and Venetian, a “Borrower” and, collectively, the “Borrowers”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as the “Lenders”), THE BANK OF NOVA SCOTIA (“Scotia Capital”) as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), COMMERZBANK AG (“Commerzbank”), THE CIT GROUP\EQUIPMENT FINANCING, INC. (“CIT”) and XXXXX FARGO FOOTHILL, INC. (“Foothill”) as documentation agents for the Lenders (in such capacity, the “Documentation Agents”), and XXXXXXX SACHS CREDIT PARTNERS L.P. (“Goldman”) and Scotia Capital as Joint Lead Arranger and Joint Bookrunner (collectively, in such capacity the “Arranger”), and Goldman as syndication agent for the Lenders (in such capacity, the “Syndication Agent”).

R E C I T A L S

WHEREAS, the parties hereto previously entered into that certain Amended and Restated Credit Agreement dated as of February 22, 2005 (the “Agreement”); and

WHEREAS, Borrowers have requested that certain amendments be made to the Agreement to increase the Maximum Consolidated Capital Expenditures Amount and the Requisite Lenders have agreed to amend the Agreement to provide for such increase on the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

A. Capitalized Terms. Capitalized terms used and not otherwise defined in this Amendment (including the recitals hereto) shall have the meanings ascribed to such terms in the Agreement.

B. Amendment to Agreement – Affirmative Covenants. Section 7.14 of the Agreement is hereby amended and restated in its entirety as follows:

“7.14

Consolidated Capital Expenditures.

(a) The Borrowers shall not, and shall not permit their Restricted Subsidiaries to, make or incur Consolidated Capital Expenditures, in any period indicated below, in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such period; provided that any such amount referred to below, if not expended in the period in which it is permitted, may be carried over for expenditure in (but only in) the next succeeding such period; provided further that the Maximum Consolidated Capital Expenditures Amount for any period beginning January 1, 2005 or later and consisting of fewer than a full Fiscal Year shall be pro rated for the number of days in such period:

Four Fiscal Quarter Period	Maximum Consolidated Capital Expenditures Amount
The Fiscal Year beginning January 1, 2005 and ending December 31, 2005	$120,000,000
The Fiscal Year beginning January 1, 2006 and ending December 31, 2006	$90,000,000
Each subsequent Fiscal Year (or portion thereof) through the Final Completion Date	$50,000,000
The period beginning on the day following the Final Completion Date and ending on December 31 of that calendar year, and each subsequent Fiscal Year (or, in the case of the Fiscal Year in which the Maturity Date occurs, portion thereof) through the Maturity Date	$80,000,000

(b) Notwithstanding the foregoing, the Borrowers and their Restricted Subsidiaries may make or incur Consolidated Capital Expenditures (which Consolidated Capital Expenditures will not be included in any determination of Maximum Consolidated Capital Expenditures under the foregoing clause (a)) (i) with the proceeds of equity contributions to the Borrowers or any of their Restricted Subsidiaries by any Person other than a Borrower or any Restricted Subsidiary, provided that (x) no Event of Default or Potential Event of Default shall have occurred and be continuing when such Consolidated Capital Expenditure is made or incurred and (y) the applicable Borrower or Restricted Subsidiary notifies the Administrative Agent in writing that such proceeds (or applicable portion thereof) are to be used for Consolidated Capital Expenditures or (ii) with insurance proceeds received by the Borrowers or any of their Restricted Subsidiaries from any Event of Loss so long as such Consolidated Capital Expenditures are to replace, repair or restore any properties or assets in respect of which such proceeds were paid.

C. No Other Amendments. Except for the amendments expressly set forth in Section B of this Amendment, the Agreement shall remain unchanged and in full force and effect. Nothing in this Amendment is intended, or shall be construed, to constitute a waiver, novation or an accord and satisfaction of any of the Obligations under or in connection with the Agreement

or to modify, affect or impair the perfection or continuity of the Liens granted pursuant to the Collateral Documents.

D. Conditions to Effectiveness. The amendments contained in Section B of this Amendment shall become effective upon the date of this Amendment, subject to the satisfaction of each of the following conditions:

(i) the Administrative Agent shall have received two (2) originals of this Amendment duly executed, completed and delivered by each of the Borrowers and the written concurrence of the Requisite Lenders; and

(ii) there shall have occurred and be continuing no Event of Default and no event which, with the giving of notice or the lapse of time or both, could constitute such an Event of Default and, after giving effect to this Amendment, there shall have occurred no Event of Default and no Event which, with the giving of notice or lapse of time or both, could constitute an Event of Default.

E.	Reference to and Effect on the Agreement and the Other Loan Documents.

(i) On and after the effectiveness of this Amendment, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Agreement or Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Agreement, as amended herein.

(ii) Except as specifically amended by this Amendment, the Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(iii) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under, the Agreement or any of the other Loan Documents.

F. Reimbursement of Expenses and Costs. Borrowers acknowledge that all costs, fees and expenses as described in subsection 10.2 of the Agreement incurred by Administrative Agent and its counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of Borrowers.

G. Headings. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

H. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND

SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

I. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument.

J. Binding Effect. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

BORROWERS:

LAS VEGAS SANDS, LLC

By:	/s/ Xxxxxxx X. Xxxxxx
	Name: Xxxxxxx X. Xxxxxx
	Title: General Counsel & Secretary

VENETIAN CASINO RESORT, LLC

By:	Las Vegas Sands, LLC its managing member

By:	/s/ Xxxxxxx X. Xxxxxx
	Name: Xxxxxxx X. Xxxxxx
	Title: General Counsel & Secretary

LENDERS:

THE BANK OF NOVA SCOTIA,

as a Lender, Administrative Agent and Arranger

By:	/s/ Xxxxx Xxxxxx
	Name: Xxxxx Xxxxxx
	Title:	Managing Director

XXXXXXX XXXXX CREDIT PARTNERS L.P.,

as a Lender, Arranger and Syndication Agent

By:	/s/ Xxxxxxxxx Xxxxxxx
	Name: Xxxxxxxxx Xxxxxxx
	Title: Authorized Signatory

COMMERZBANK AG, New York and Grand Cayman Branches, as a Documentation Agent and as a Lender

By:	/s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title:	AVP

By:	/s/ Yangling Si
	Name: Yangling Si
	Title:	AVP

THE CIT GROUP\EQUIPMENT FINANCING, INC.,

as a Documentation Agent and as a Lender

By:	/s/ Xxxxx X. Xxxxxxxx
	Name: Xxxxx X. Xxxxxxxx
	Title: Vice President

XXXXX FARGO FOOTHILL, INC.,

as a Documentation Agent and as a Lender

By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name: Xxxxxxx X. Xxxxxxxx
	Title: SVP

Jasper CLO, Ltd.

By: Highland Capital Management L.P., As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

as a Lender

By:	/s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title:	Assistant Secretary

Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

Loan Funding VII LLC

By: Highland Capital Management L.P., As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

as a Lender

By:	/s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title:	Assistant Secretary

Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

Veritas CLO I, Ltd.

as a Lender

By:	/s/ Xxxx X. Xxxxxxxx
	Name: Xxxx X. Xxxxxxxx
	Title:	Executive Director

Veritas CLO II, Ltd.

as a Lender

By:	/s/ Xxxx X. Xxxxxxxx
	Name: Xxxx X. Xxxxxxxx
	Title:	Executive Director

Scotiabank (Ireland) Limited

as a Lender

By:	/s/ Xxxx X’Xxxxx
	Name: Xxxx X’Xxxxx
	Title:	Senior Manager

XXX XXXXXX

SENIOR LOAN FUND

By: Xxx Xxxxxx Asset Management

as a Lender

By:	/s/ Xxxxxx X. Xxxxxx
	Name: Xxxxxx X. Xxxxxx
	Title:	Executive Direct

XX Xxxxxx Xxxxx Bank, N.A.

as a Lender

By:	/s/ Xxxxxx Xxxxxxxx
	Name: Xxxxxx Xxxxxxxx
	Title:	Managing Director

LCM I LIMITED PARTNERSHIP

By: Lyon Capital Management LLC,

As Collateral Manager

as a Lender

LCM II LIMITED PARTNERSHIP

By: Lyon Capital Management LLC,

As Collateral Manager

as a Lender

LCM III Ltd.

By: Lyon Capital Management LLC,

As Collateral Manager

as a Lender

LCM IV Ltd.

By: Lyon Capital Management LLC,

As Collateral Manager

as a Lender

Nationwide Mutual Insurance Company

By:	/s/ Xxxxx X. Xxxxxxx
	Name: Xxxxx X. Xxxxxxx
	Title: Vice President-Portfolio Management

Nationwide Life Insurance Company

By:	/s/ Xxxxx X. Xxxxxxx
	Name: Xxxxx X. Xxxxxxx
	Title: Vice President-Portfolio Management

AIB Debt Management Limited

By:	/s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title:	SVP

By:	/s/ Xxxxxx Xxxx
	Name: Xxxxxx Xxxx
	Title:	SVP

Dresdner Bank AG, New York and Grand Cayman Branches

as a Lender

By:	/s/ Xxxxx Xxxxxxxxx
	Name: Xxxxx Xxxxxxxxx
	Title:	Vice President

By:	/s/ Xxxxxx Xxxxxx
	Name: Xxxxxx Xxxxxx
	Title:	Director

SENIOR DEBT PORTFOLIO

By: Boston Management and Research as Investment Advisor

as a Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title:	Vice President

XXXXX SENIOR INCOME TRUST

By: Xxxxx Xxxxx Management as Investment Advisor

as a Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title:	Vice President

XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND

By: Xxxxx Xxxxx Management as Investment Advisor

as a Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx

Title:

Vice President

XXXXX SENIOR CDO III, LTD.

By: Xxxxx Xxxxx Management as Investment Advisor

as a Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title:	Vice President

____________________- XXXXX XXXXX CDO V, LTD.

By: Xxxxx Xxxxx Management as Investment Advisor

as a Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title:	Vice President

XXXXX SENIOR CDO VI, LTD.

By: Xxxxx Xxxxx Management as Investment Advisor

as a Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title:	Vice President

BIG SKY SENIOR LOAN FUND. LTD.

By: Xxxxx Xxxxx Management as Investment Advisor

as a Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title:	Vice President

XXXXXXX & CO.

By: Boston Management and Research

as a Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title:	Vice President

THE NORINCHUKIN BANK, NEW YORK BRANCH,

through State Street Bank and Trust Company, N.A. as Fiduciary Custodian

By: Xxxxx Xxxxx Management, Attorney-in-Fact.

as a Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title:	Vice President

BIG SKY III SENIOR LOAN TRUST

By: Xxxxx Xxxxx Management as Investment Advisor

as a Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title:	Vice President

XXXXX XXXXX

VT FLOATING-RATE INCOME FUND

By: Xxxxx Xxxxx Management as Investment Advisor

as a Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title:	Vice President

XXXXX XXXXX

LIMITED DURATION INCOME FUND

By: Xxxxx Xxxxx Management as Investment Advisor

as a Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title:	Vice President

TOLLI & CO.

By: Xxxxx Xxxxx Management as Investment Advisor

as a Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title:	Vice President

XXXXX XXXXX SENIOR

FLOATING-RATE TRUST

By: Xxxxx Xxxxx Management as Investment Advisor

as a Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title:	Vice President

XXXXX XXXXX FLOATING-RATE INCOME TRUST

By: Xxxxx Xxxxx Management as Investment Advisor

as a Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title:	Vice President

XXXXX XXXXX SHORT DURATION DIVERSIFIED INCOME FUND

By: Xxxxx Xxxxx Management as Investment Advisor

as a Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title:	Vice President

Xxxxxx Commercial Paper Inc.,

As a Lender

By:	/s/ X. Xxxx Arzoulan
	Name: X. Xxxx Arzoulan
	Title:	Authorized Signatory

Tuscany CDO, Limited

as a Lender

By:	/s/ PPM America, as Collateral Manager
	PPM America, Inc.
	Title: Collateral Manager

By:	/s/_____________________
	Name:
	Title:	Managing Director

CANADIAN IMPERIAL BANK OF COMMERCE

as a Lender

By:	/s/ Xxxx X’Xxxx
	Name: Xxxx X’Xxxx
	Title:	Authorized Signatory

By:	/s/ Xxxxxx Xxxxx
	Name: Xxxx X’Xxxx
	Title:	Authorized Signatory

COMERICA WEST INCORORATED.

As a Lender

By:	/s/ Xxxxx X. Xxxxxx
	Name: Xxxxx X. Xxxxxx
	Title:	Corporate Banking Representative

ARES IV CLO LTD.

By: Ares CLO Management IV, L.P.,

Its: Investment Manager

By: Ares CLO XX XX, LLC

Its: Managing Member

By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Vice President

ARES V CLO LTD.

By: Ares CLO Management V, L.P.,

Its: Investment Manager

By: Ares CLO GP V, LLC

Its: Managing Member

By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Vice President

ARES VI CLO LTD.

By: Ares CLO Management VI, L.P.,

Its: Investment Manager

By: Ares CLO GP VI, LLC

Its: Managing Member

By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Vice President

ARES VII CLO LTD.

By: Ares CLO Management VII, L.P.,

Its: Investment Manager

By: Ares CLO GP VII, LLC

Its: General Partner

By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Vice President

ARES VIII CLO LTD.

By: Ares CLO Management VIII, L.P.,

Its: Investment Manager

By: Ares CLO GP VIII, LLC,

Its: General Partner

By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Vice President

ARES IX CLO LTD.

By: Ares CLO Management IX, L.P.,

Its: Investment Manager

By: Ares CLO GP IX, LLC

Its: General Partner

By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Vice President

ARES X CLO LTD.

By: Ares CLO Management X, L.P.,

Its: Investment Manager

By: Ares CLO GP X, LLC,

Its: General Partner

By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Vice President

By:	Ares Enhanced Loan Management, L.P.,
Its:	Investment Manager

By:	Ares Enhanced Loan GP, LLC
Its:	General Partner

By:	/s/ Xxxx X. Burfsky
	Name: Xxxx X. Xxxxxxx
	Title:	Vice President

IKB Capital Corporation

as a Lender

By:	/s/ Xxxxxxxx Xxxxxx
	Name: Xxxxxxxx Xxxxxx
	Title:	Senior Vice President

AVALON CAPITAL LTD. 3

By:	INVESCO Senior Secured Management, Inc.
	as Asset Manager

By:	/s/ Xxxxx Xxxxxxx
	Name: Xxxxx Xxxxxxx
	Title: Authorized Signatory

CHAMPLAIN CLO, LTD.

By:	INVESCO Senior Secured Management, Inc.
	as Collateral Manager

By:	/s/ Xxxxx Xxxxxxx
	Name: Xxxxx Xxxxxxx
	Title: Authorized Signatory

AIM FLOATING RATE FUND

By:	INVESCO Senior Secured Management, Inc.
	as Sub-Adviser

By:	/s/ Xxxxx Xxxxxxx
	Name: Xxxxx Xxxxxxx
	Title: Authorized Signatory

LOAN FUNDING IX LLC, for itself or as agent for Corporate Loan Funding IX LLC

By:	INVESCO Senior Secured Management, Inc.
	as Portfolio Manager

By:	/s/ Xxxxx Xxxxxxx
	Name: Xxxxx Xxxxxxx
	Title: Authorized Signatory

NAUTIQUE FUNDING LTD.

By:	INVESCO Senior Secured Management, Inc.
	as Collateral Manager

By:	/s/ Xxxxx Xxxxxxx
	Name: Xxxxx Xxxxxxx
	Title: Authorized Signatory

SEQUILS-LIBERTY, LTD.

By:	INVESCO Senior Secured Management, Inc.
	as Collateral Manager

By:	/s/ Xxxxx Xxxxxxx
	Name: Xxxxx Xxxxxxx
	Title: Authorized Signatory

SAGAMORE CLO LTD.

By:	INVESCO Senior Secured Management, Inc.
	as Collateral Manager

By:	/s/ Xxxxx Xxxxxxx
	Name: Xxxxx Xxxxxxx
	Title: Authorized Signatory

SARATOGA CLO I, LIMITED

By:	INVESCO Senior Secured Management, Inc.
	as Asset Manager

By:	/s/ Xxxxx Xxxxxxx
	Name: Xxxxx Xxxxxxx
	Title: Authorized Signatory

Atrium CDO Funding

as a Lender

By:	/s/ Xxxxxx X. Xxxxxxx
	Name: Xxxxxx X. Xxxxxxx
	Title: Authorized Signatory

Atrium IV Funding

as a Lender

By:	/s/ Xxxxxx X. Xxxxxxx
	Name: Xxxxxx X. Xxxxxxx
	Title: Authorized Signatory

Madison Park Funding

as a Lender

By:	/s/ Xxxxxx X. Xxxxxxx
	Name: Xxxxxx X. Xxxxxxx
	Title: Authorized Signatory

Castle Garden Funding

as a Lender

By:	/s/ Xxxxxx X. Xxxxxxx
	Name: Xxxxxx X. Xxxxxxx
	Title: Authorized Signatory

CSAM Funding IV

as a Lender

By:	/s/ Xxxxxx X. Xxxxxxx
	Name: Xxxxxx X. Xxxxxxx
	Title: Authorized Signatory

CSAM Syndicated Loan Fund

as a Lender

By:	/s/ Xxxxxx X. Xxxxxxx
	Name: Xxxxxx X. Xxxxxxx
	Title: Authorized Signatory

Xxxxxxxx Floating Rate Fund, LLC,

as a Lender

By:	/s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title: Managing Director

Citadel Hill 2000 Ltd.

as a Lender

By:	/s/ Xxxxx Xxxxxx
	Name: Xxxxx Xxxxxx
	Title: Authorized Signatory

BABSON CLO LTD. 2004-1

BABSON CLO LTD. 2003-1

BABSON CLO LTD. 2005-1

BABSON CLO LTD. 2005-1I

By: Babson Capital Management LLC as Collateral Manager

By:	/s/ Xxxxxxxx Xxxxxxx
	Name: Xxxxxxxx Xxxxxxx
	Title: Managing Director

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: Babson Capital Management LLC as Investment Advisor

By:	/s/ Xxxxxxxx Xxxxxxx
	Name: Xxxxxxxx Xxxxxxx
	Title: Managing Director

XXXX & XXXXXXX XXXXX FOUNDATION

By: Babson Capital Management LLC as Investment Advisor

By:	/s/ Xxxxxxxx Xxxxxxx
	Name: Xxxxxxxx Xxxxxxx
	Title: Managing Director

Arabesque c/o Aladdin Capital

as a Lender

By:	/s/ Xxxxx Xxxxxx
	Name: Xxxxx Xxxxxx
	Title: None Listed

Landmark IV

as a Lender

By:	/s/ Xxxxx Xxxxxx
	Name: Xxxxx Xxxxxx
	Title: None Listed

Landmark V

as a Lender

By:	/s/ Xxxxx Xxxxxx
	Name: Xxxxx Xxxxxx
	Title: None Listed

Catham Light II CLO, Limited

By: Sankaty Advisors, LLC as Collateral Manager

as a Lender

By:	/s/ Xxxxxxx Xxxxx
	Name: Xxxxxxx Xxxxx
	Title:	Senior Vice President

Sankaty Advisors, LLC

as Collateral Manager for Race Point III CLO, Ltd. As Term Lender

as a Lender

By:	/s/ Xxxxxxx Xxxxx
	Name: Xxxxxxx Xxxxx
	Title:	Senior Vice President

Whitehorse II, Ltd.

By: Whitehorse Capital Partners, L.P. as Collateral Manager

as a Lender

By:	/s/ Xxxxx X. Xxxxxxxxx, CPA
	Name: Xxxxx X. Xxxxxxxxx, CPA
	Title:	Portfolio Manager

Whitehorse III, Ltd.

By: Whitehorse Capital Partners, L.P. as Collateral Manager

as a Lender

By:	/s/ Xxxxx X. Xxxxxxxxx, CPA
	Name: Xxxxx X. Xxxxxxxxx, CPA
	Title:	Portfolio Manager

Xxxxxx Xxxxxxx Prime Income Trust

as a Lender

By:	/s/ Xxxxx X. Xxx
	Name: Xxxxx X. Xxx
	Title: Vice President

Addision CDO Limited

By:	Pacific Investment Management Company LLC

as its Investment Advisor

By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx
	Title: Managing Director

Loan Funding III LLC

By:	Pacific Investment Management Company LLC

as its Investment Advisor

By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx
	Title: Managing Director

PIMCO Floating Rate Income Fund

By:	Pacific Investment Management Company, LLC
	as its Investment Advisor, acting through Investors

Fiduciary Trust Company in the Nominee Name of IFTCO

By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx

Title: Managing Director

PIMCO Floating Rate Strategy Fund

By:	Pacific Investment Management Company, LLC
	as its Investment Advisor, acting through Investors

Fiduciary Trust Company in the Nominee Name of IFTCO

By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx
	Title: Managing Director

SEQUILS-MAGNUM, LTD.

By:	Pacific Investment Management Company LLC,

as its Investment Advisor

By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx
	Title: Managing Director

Southport CLO, Limited

By:	Pacific Investment Management Company LLC,

as its Investment Advisor

By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx
	Title: Managing Director

Waveland – INGOTS, LTD.

By:	Pacific Investment Management Company LLC,

as its Investment Advisor

By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx
	Title: Managing Director

Wrigley CDO, Ltd.

By:	Pacific Investment Management Company LLC,

as its Investment Advisor

By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx
	Title: Managing Director

Apidos CDO I

as a Lender

By:	/s/ Xxxx X. Xxxxxxxxx
	Name: Xxxx X. Xxxxxxxxx
	Title: Managing Director

Apidos CDO II Warehouse

as a Lender

By:	/s/ Xxxx X. Xxxxxxxxx
	Name: Xxxx X. Xxxxxxxxx
	Title: Managing Director

Apidos CDO III Warehouse

as a Lender

By:	/s/ Xxxx X. Xxxxxxxxx
	Name: Xxxx X. Xxxxxxxxx
	Title: Managing Director

XXXXXXX XXXXX CREDIT PARTNERS L.P.

as a Lender, Arranger and Syndication Agent

By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx H, Xxxxxxxxxx
	Title: Authorized Signatory

Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate Central Investment Portfolio,

as a Lender

By:	/s/ Xxxx X. Xxxxxxxx
	Name: Xxxx X. Xxxxxxxx
	Title: Assistant Treasurer

Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Funds,

as a Lender

By:	/s/ Xxxx X. Xxxxxxxx
	Name: Xxxx X. Xxxxxxxx
	Title: Assistant Treasurer

Ballyrock CDO I Limited

By:Ballyrock Investment Advisors LLC, as Collateral Manager,

as a Lender

By:	/s/ Xxxx Xxxxx
	Name: Xxxx Xxxxx
	Title: Assistant Treasurer

Ballyrock CDO II Limited

By:Ballyrock Investment Advisors LLC, as Collateral Manager,

as a Lender

By:	/s/ Xxxx Xxxxx
	Name: Xxxx Xxxxx
	Title: Assistant Treasurer

Ballyrock CDO III Limited

By:Ballyrock Investment Advisors LLC, as Collateral Manager,

as a Lender

By:	/s/ Xxxx Xxxxx
	Name: Xxxx Xxxxx
	Title: Assistant Treasurer

BANK OF SCOTLAND

as a Lender

By:	/s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Assistant Vice President

Foothill Income Trust II, L.P.

By FIT II CP, LLC,its Gen Partner

as a Lender

By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title: Managing Member

The Foothill Group, Inc.

as a Lender

By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title: SVP

Galaxy CLO 2003-1, Ltd.

By: AIG Global Investment Corp.

Its Collateral Manager

as a Lender

By:	/s/ Xxxxxx X. Oh

Name: Xxxxxx X. Oh
Title:	Managing Director

Galaxy II1, Ltd.

By: AIG Global Investment Corp.

Its Collateral Manager

as a Lender

By:	/s/ Xxxxxx X. Oh
	Name: Xxxxxx X. Oh
	Title:	Managing Director

Galaxy IV CLO, Ltd.

By: AIG Global Investment Corp.

Its Collateral Manager

as a Lender

By:	/s/ Xxxxxx X. Oh
	Name: Xxxxxx X. Oh
	Title:	Managing Director

Galaxy V CLO, Ltd.

By: AIG Global Investment Corp.

Its Collateral Manager

as a Lender

By:	/s/ Xxxxxx X. Oh
	Name: Xxxxxx X. Oh
	Title:	Managing Director

SunAmerica Life Insurance Company

By: AIG Global Investment Corp.

Its Investment Adviser,

as a Lender

By:	/s/ Xxxxxx X. Oh
	Name: Xxxxxx X. Oh

Title:

Managing Director

SunAmerica Senior Floating Rate Fund, Inc.

By: AIG Global Investment Corp.

Its : Investment Adviser,

as a Lender

By:	/s/ Xxxxxx X. Oh
	Name: Xxxxxx X. Oh
	Title:	Managing Director

SATURN TRUST

By: AIG Global Investment Corp.

Its	Investment Adviser,

as a Lender

By:	/s/ Xxxxxx X. Oh
	Name: Xxxxxx X. Oh
	Title:	Managing Director

Nuveen Tax Advantage Total Return Fund

By:	Symphony Asset Management, LLC

as a Lender

By:	/s/Xxxxxxx X. Xxxxx
	Name: Xxxxxxx X. Xxxxx
	Title: Portfolio Manager

Nuveen Floating Rate Income Fund Canada

By:	Symphony Asset Management, LLC

as a Lender

By:	/s/Xxxxxxx X. Xxxxx
	Name: Xxxxxxx X. Xxxxx
	Title: Portfolio Manager

Nuveen Floating Rate Income Fund

By:	Symphony Asset Management, LLC

as a Lender

By:	/s/Xxxxxxx X. Xxxxx
	Name: Xxxxxxx X. Xxxxx
	Title: Portfolio Manager

Nuveen Diversified Dividend Income Fund

By:	Symphony Asset Management, LLC

as a Lender

By:	/s/Xxxxxxx X. Xxxxx
	Name: Xxxxxxx X. Xxxxx
	Title: Portfolio Manager

Nuveen Floating Rate Income Opportunity Fund

By:	Symphony Asset Management, LLC

as a Lender

By:	/s/Xxxxxxx X. Xxxxx
	Name: Xxxxxxx X. Xxxxx
	Title: Portfolio Manager

Nuveen Senior Income Fund

By:	Symphony Asset Management, LLC

as a Lender

By:	/s/Xxxxxxx X. Xxxxx
	Name: Xxxxxxx X. Xxxxx
	Title: Portfolio Manager

KZH SOLEIL LLC,

as a Lender

By:	/s/ Xxxxx Xxx

Name: Xxxxx Xxx
Title: Authorized Agent

KZH SOLEIL-2 LLC,

as a Lender

By:	/s/ Xxxxx Xxx
	Name: Xxxxx Xxx
	Title: Authorized Agent

Citibank, N.A.

as a Lender

By:	/s/ J. Judge
	Name: J. Judge
	Title: XX

Xxxxxxxx CLO III, Limited

as a Lender

By:	/s/ Xxxxx Xxxxxx
	Name: Xxxxx Xxxxxx
	Title: Vice President

Franklin CLO IV, Limited

as a Lender

By:	/s/ Xxxxx Xxxxxx
	Name: Xxxxx Xxxxxx
	Title: Vice President

Franklin CLO I, Limited

as a Lender

By:	/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Vice President

Franklin CLO II, Limited

as a Lender

By:	/s/ Xxxxx Xxxxxx
	Name: Xxxxx Xxxxxx
	Title: Vice President

FRANKLIN FLOATING RATE DAILY ACCESS FUND

as a Lender

By:	/s/ Xxxxxxx Xxx
	Name: Xxxxxxx Xxx
	Title: Vice President

Franklin Floating Rate Master Series

as a Lender

By:	/s/ Xxxxxxx Xxx
	Name: Xxxxxxx Xxx
	Title: Vice President

SUMITOMO MITSUI BANKING CORPORATION

as a Lender

By:	/s/ Xxxxx X. Xxxx
	Name: Xxxxx X. Xxxx
	Title: Senior Vice President

FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND

as a Lender

By: Four Corners Capital Management LLC, as Sub-Adviser

By:	/s/ Xxxx Xxxxx
	Name: Xxxx Xxxxx
	Title: Senior Vice President

SECURITY INCOME FUND-INCOME OPPORTUNITY SERIES

as a Lender

By: Four Corners Capital Management LLC, as Sub-Adviser

By:	/s/ Xxxx Xxxxx
	Name: Xxxx Xxxxx
	Title: Senior Vice President

FOUR CORNERS CLO 2005-I, LTD

as a Lender

By: Four Corners Capital Management LLC, as Collateral Manager

By:	/s/ Xxxx Xxxxx
	Name: Xxxx Xxxxx
	Title: Senior Vice President

FORTRESS PORTFOLIO TRUST

as a Lender

By: Four Corners Capital Management LLC, as Investment Manager

By:	/s/ Xxxx Xxxxx
	Name: Xxxx Xxxxx
	Title: Senior Vice President

Citigroup Investments Corporate Loan Fund Inc.

By:	Citigroup Alternative Investments LLC

as a Lender

By:	/s/ Xxxxxxx Xxxxxx
	Name: Xxxxxxx Xxxxxx
	Title: Vice President

EAGLE MASTER FUND LTD.

By:Citigroup Alternative Investments LLC, as Investment Manager for an on behalf of

Eagle Master Fund Ltd.

as a Lender

By:	/s/ Xxxxxxx Xxxxxx
	Name: Xxxxxxx Xxxxxx
	Title: Vice President

NEMEAN CLO, LTD.

By:West Gate Horizons Advisors LLC, as Investment Manager

By:	/s/ Xxxxxx Xxxxxxxxxx
	Name: Xxxxxx Xxxxxxxxxx
	Title: Sr. Credit Analyst

ECL Loan Funding LLC for itself or

as agent for BCL2 Loan Funding LLC

By:	/s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: As Attorney-In-Fact

Bushnell CBNA Loan Funding LLC, for itself

Or as agent for Bushnell CPPI Loan Funding LLC

as Lender

By:	/s/ Xxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx
Title: As Attorney-In-Fact

Trumbull THC2 Loan Funding LLC, for itself or as

Agent for Thrumbull THC2 CFP1 Loan Funding LLC.

as Lender

By:	/s/ Xxxxx Xxxxxxx
	Name: Xxxxx Xxxxxxx
	Title: As Attorney-In-Fact

Xxxxxxx CBNA Loan Funding LLC, for itself or as agent

for Xxxxxxx CFPI Loan Funding LLC

as Lender

By:	/s/ Xxxxx Xxxxxxx
	Name: Xxxxx Xxxxxxx
	Title: As Attorney-In-Fact

UBS LOAN FINANCE LLC,

as a Lender

By:	/s/Xxxxxxx X. Xxxxxx
	Name: Xxxxxxx X. Xxxxxx
	Title: Director

By:	/s/ Xxxx Xxxxxxxxxxxx
	Name: Xxxx Xxxxxxxxxxxx
	Title: Associate Director

DUNES FUNDING LLC

As a Lender

By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Assistant Vice President

ELT LTD.

As a Lender

By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Assistant Vice President

FOREST SPC LLC

as a Lender

By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Assistant Vice President

KALDI FUNDING LLC

as a Lender

By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Assistant Vice President

PINEHURST TRADING INC.

as a Lender

By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Assistant Vice President

PPM MONARCH BAY FUNDING LLC

as a Lender

By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Assistant Vice President

PPM SHADOW CREEK FUNDING LLC

as a Lender

By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Assistant Vice President

PPM SPYGLASS FUNDING TRUST

as a Lender

By:	/s/ Xxx X. Xxxxxx
	Name: Xxx X. Xxxxxx
	Title: Authorized Agent

SEMINOLE FUNDING LLC

as a Lender

By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Assistant Vice President

STANWICH LOAN FUNDING LLC

as a Lender

By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Assistant Vice President

XXXXXXX XXXXX CAPITAL CORP.

as a Lender

By:	/s/ Xxxxxxx X. X'Xxxxx
	Name: Xxxxxxx X. X’Xxxxx
	Title: Vice President

LightPoint CLO 2004-1, Ltd.

LightPoint CLO III, Ltd,

LightPoint CLO IV, Ltd.

as an Investor

By:	/s/ Xxxxxx X. Xxxxxx
	Name: Xxxxxx X. Xxxxxx

Title: Senior Managing Director & Chief Executive Officer

AVENUE CLO FUND, LIMITED,

as a Lender

By:	/s/ Xxxxxxx X’Xxxxxxx
	Name: Xxxxxxx X’Xxxxxxx
	Title: Senior Portfolio Manager

AVENUE CLO II, LIMITED,

as a Lender

By:	/s/ Xxxxxxx X’Xxxxxxx
	Name: Xxxxxxx X’Xxxxxxx
	Title: Senior Portfolio Manager

Acknowledged by:

MALL INTERMEDIATE HOLDING COMPANY, LLC,

a Delaware limited liability company

By:	Venetian Casino Resort, LLC, as Managing Member
	By:	Las Vegas Sands, LLC, as Managing Member
			By: /s/ Xxxxxxx X. Xxxxxx
				Name: Xxxxxxx X. Xxxxxx
				Title: General Counsel & Secretary

LIDO INTERMEDIATE HOLDING COMPANY, LLC,

a Delaware limited liability company

By:	Venetian Casino Resort, LLC, as Managing Member
	By:	Las Vegas Sands, LLC, as Managing Member
			By:		/s/ Xxxxxxx X. Xxxxxx
				Name: Xxxxxxx X. Xxxxxx
				Title: General Counsel & Secretary

VENETIAN VENTURE DEVELOPMENT, LLC,

a Nevada limited liability company

By:	Venetian Casino Resort, LLC, as Managing Member
	By:	Las Vegas Sands, LLC, as Managing Member
			By:		/s/ Xxxxxxx X. Xxxxxx
				Name: Xxxxxxx X. Xxxxxx
				Title:		General Counsel & Secretary

VENETIAN OPERATING COMPANY LLC,

a Nevada limited liability company

By:	Venetian Casino Resort, LLC, as Managing Member
	By:	Las Vegas Sands, LLC, as Managing Member
			By:	/s/ Xxxxxxx X. Xxxxxx
				Name: Xxxxxxx X. Xxxxxx
				Title:	General Counsel & Secretary

VENETIAN MARKETING, INC.,

a Nevada corporation

By:		/s/ Xxxxxxx X. Xxxxxx
	Name: Xxxxxxx X. Xxxxxx
	Title:		Secretary

VENETIAN TRANSPORT LLC,

a Delaware limited liability company

LIDO CASINO RESORT, LLC,

a Nevada limited liability company

By:Lido Intermediate Holding Company, LLC, as Managing Member

		By:	Venetian Casino Resort, LLC, as Managing Member
			By: Las Vegas Sands, LLC, as Managing Member	Member
By:	/s/ Xxxxxxx X. Xxxxxx
	Name: Xxxxxxx X. Xxxxxx
	Title: General Counsel & Secretary

/s/ Xxxxxxxxx X. Xxxxx

Name: Xxxxxxxxx X. Xxxxx

LYON CAPITAL MANAGEMENT LLC

Portfolio Manager