EXHIBIT 10.1
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 WELLS FARGO FOOTHILL, INC. (“Foothill”) as documentation agents for the Lenders (in such capacity, the “Documentation Agents”), and GOLDMAN 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
2
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
3
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.
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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/ Bradley K. Serwin |
| |
| Name: Bradley K. Serwin |
| |
| Title: General Counsel & Secretary | ||
VENETIAN CASINO RESORT, LLC
By: | Las Vegas Sands, LLC its managing member |
By: | /s/ Bradley K. Serwin |
| |
| Name: Bradley K. Serwin |
| |
| Title: General Counsel & Secretary | ||
LENDERS: |
THE BANK OF NOVA SCOTIA,
as a Lender, Administrative Agent and Arranger
By: | /s/ Chris Osborn |
| ||
| Name: Chris Osborn |
| ||
| Title: | Managing Director | ||
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as a Lender, Arranger and Syndication Agent
By: | /s/ Elizabeth Fischer |
| |
| Name: Elizabeth Fischer |
| |
| Title: Authorized Signatory | ||
COMMERZBANK AG, New York and Grand Cayman Branches, as a Documentation Agent and as a Lender
By: | /s/ Karla Wirth |
| ||
| Name: Karla Wirth | |||
| 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/ Katie J. Saunders |
| |
| Name: Katie J. Saunders | ||
| Title: Vice President |
| |
WELLS FARGO FOOTHILL, INC.,
as a Documentation Agent and as a Lender
By: | /s/ Michael R. Bohannon |
| |
| Name: Michael R. Bohannon | ||
| 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/ Todd Travers |
| ||
| Name: Todd Travers |
| ||
| 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/ Todd Travers |
| ||
| Name: Todd Travers |
| ||
| Title: | Assistant Secretary | ||
Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
Veritas CLO I, Ltd.
as a Lender
By: | /s/ John T. Spellman |
| ||
| Name: John T. Spellman |
| ||
| Title: | Executive Director | ||
Veritas CLO II, Ltd.
as a Lender
By: | /s/ John T. Spellman |
| ||
| Name: John T. Spellman |
| ||
| Title: | Executive Director | ||
Scotiabank (Ireland) Limited
as a Lender
By: | /s/ Tony O’Brien |
| ||
| Name: Tony O’Brien |
| ||
| Title: | Senior Manager | ||
VAN KAMPEN
SENIOR LOAN FUND
By: Van Kampen Asset Management
as a Lender
By: | /s/ Darvin D. Pierce |
| ||
| Name: Darvin D. Pierce | |||
| Title: | Executive Direct |
| |
JP Morgan Chase Bank, N.A.
as a Lender
By: | /s/ Donald Shokrian |
| ||
| Name: Donald Shokrian |
| ||
| Title: | Managing Director | ||
LCM I LIMITED PARTNERSHIP
By: Lyon Capital Management LLC,
As Collateral Manager
as a Lender
By: | /s/ Alexander B. Kenna |
| ||||
| Name: Alexander B. Kenna |
| ||||
| Title: | LYON CAPITAL MANAGEMENT LLC | ||||
| Portfolio Manager |
| ||||
LCM II LIMITED PARTNERSHIP
By: Lyon Capital Management LLC,
As Collateral Manager
as a Lender
By: | /s/ Alexander B. Kenna |
| ||||
| Name: Alexander B. Kenna |
| ||||
| Title: | LYON CAPITAL MANAGEMENT LLC | ||||
| Portfolio Manager |
| ||||
LCM III Ltd.
By: Lyon Capital Management LLC,
As Collateral Manager
as a Lender
By: | /s/ Alexander B. Kenna |
| ||||
| Name: Alexander B. Kenna |
| ||||
| Title: | LYON CAPITAL MANAGEMENT LLC | ||||
| Portfolio Manager |
| ||||
LCM IV Ltd.
By: Lyon Capital Management LLC,
As Collateral Manager
as a Lender
By: | /s/ Alexander B. Kenna |
| ||||
| Name: Alexander B. Kenna |
| ||||
| Title: | LYON CAPITAL MANAGEMENT LLC | ||||
| Portfolio Manager |
| ||||
Nationwide Mutual Insurance Company
By: | /s/ Wayne T. Frisbee |
| |
| Name: Wayne T. Frisbee |
| |
| Title: Vice President-Portfolio Management | ||
Nationwide Life Insurance Company
By: | /s/ Wayne T. Frisbee |
| |
| Name: Wayne T. Frisbee |
| |
| Title: Vice President-Portfolio Management | ||
AIB Debt Management Limited
By: | /s/ John Farrace |
| ||
| Name: John Farrace | |||
| Title: | SVP |
| |
By: | /s/ Martin Chin |
| ||
| Name: Martin Chin | |||
| Title: | SVP |
| |
Dresdner Bank AG, New York and Grand Cayman Branches
as a Lender
By: | /s/ Brian Schneider |
| ||
| Name: Brian Schneider | |||
| Title: | Vice President |
| |
By: | /s/ Daniel Conlon |
| ||
| Name: Daniel Conlon | |||
| Title: | Director |
| |
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as Investment Advisor
as a Lender
By: | /s/ Michael B. Botthof |
| ||
| Name: Michael B. Botthof | |||
| Title: | Vice President |
| |
EATON SENIOR INCOME TRUST
By: Eaton Vance Management as Investment Advisor
as a Lender
By: | /s/ Michael B. Botthof |
| ||
| Name: Michael B. Botthof | |||
| Title: | Vice President |
| |
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
By: Eaton Vance Management as Investment Advisor
as a Lender
By: | /s/ Michael B. Botthof |
|
| Name: Michael B. Botthof | |
Title: | Vice President |
EATON SENIOR CDO III, LTD.
By: Eaton Vance Management as Investment Advisor
as a Lender
By: | /s/ Michael B. Botthof |
| ||
| Name: Michael B. Botthof | |||
| Title: | Vice President |
| |
____________________- EATON VANCE CDO V, LTD.
By: Eaton Vance Management as Investment Advisor
as a Lender
By: | /s/ Michael B. Botthof |
| ||
| Name: Michael B. Botthof | |||
| Title: | Vice President |
| |
EATON SENIOR CDO VI, LTD.
By: Eaton Vance Management as Investment Advisor
as a Lender
By: | /s/ Michael B. Botthof |
| ||
| Name: Michael B. Botthof | |||
| Title: | Vice President |
| |
BIG SKY SENIOR LOAN FUND. LTD.
By: Eaton Vance Management as Investment Advisor
as a Lender
By: | /s/ Michael B. Botthof |
| ||
| Name: Michael B. Botthof | |||
| Title: | Vice President |
| |
GRAYSON & CO.
By: Boston Management and Research
as a Lender
By: | /s/ Michael B. Botthof |
| ||
| Name: Michael B. Botthof | |||
| Title: | Vice President |
| |
THE NORINCHUKIN BANK, NEW YORK BRANCH,
through State Street Bank and Trust Company, N.A. as Fiduciary Custodian
By: Eaton Vance Management, Attorney-in-Fact.
as a Lender
By: | /s/ Michael B. Botthof |
| ||
| Name: Michael B. Botthof | |||
| Title: | Vice President |
| |
BIG SKY III SENIOR LOAN TRUST
By: Eaton Vance Management as Investment Advisor
as a Lender
By: | /s/ Michael B. Botthof |
| ||
| Name: Michael B. Botthof | |||
| Title: | Vice President |
| |
EATON VANCE
VT FLOATING-RATE INCOME FUND
By: Eaton Vance Management as Investment Advisor
as a Lender
By: | /s/ Michael B. Botthof |
| ||
| Name: Michael B. Botthof | |||
| Title: | Vice President |
| |
EATON VANCE
LIMITED DURATION INCOME FUND
By: Eaton Vance Management as Investment Advisor
as a Lender
By: | /s/ Michael B. Botthof |
| ||
| Name: Michael B. Botthof | |||
| Title: | Vice President |
| |
TOLLI & CO.
By: Eaton Vance Management as Investment Advisor
as a Lender
By: | /s/ Michael B. Botthof |
| ||
| Name: Michael B. Botthof | |||
| Title: | Vice President |
| |
EATON VANCE SENIOR
FLOATING-RATE TRUST
By: Eaton Vance Management as Investment Advisor
as a Lender
By: | /s/ Michael B. Botthof |
| ||
| Name: Michael B. Botthof | |||
| Title: | Vice President |
| |
EATON VANCE FLOATING-RATE INCOME TRUST
By: Eaton Vance Management as Investment Advisor
as a Lender
By: | /s/ Michael B. Botthof |
| ||
| Name: Michael B. Botthof | |||
| Title: | Vice President |
| |
EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND
By: Eaton Vance Management as Investment Advisor
as a Lender
By: | /s/ Michael B. Botthof |
| ||
| Name: Michael B. Botthof | |||
| Title: | Vice President |
| |
Lehman Commercial Paper Inc.,
As a Lender
By: | /s/ V. Paul Arzoulan |
| ||
| Name: V. Paul 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/ John O’Dowd |
| ||
| Name: John O’Dowd |
| ||
| Title: | Authorized Signatory | ||
By: | /s/ Milena Grgic |
| ||
| Name: John O’Dowd |
| ||
| Title: | Authorized Signatory | ||
COMERICA WEST INCORORATED.
As a Lender
By: | /s/ Brian C. Camden |
| ||
| Name: Brian C. Camden |
| ||
| Title: | Corporate Banking Representative | ||
ARES IV CLO LTD.
By: Ares CLO Management IV, L.P.,
Its: Investment Manager
By: Ares CLO GP IV, LLC
Its: Managing Member
By: | /s/ Seth J. Brufsky |
| |
| Name: Seth J. Brufsky | ||
| 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/ Seth J. Brufsky |
| |
| Name: Seth J. Brufsky | ||
| 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/ Seth J. Brufsky |
| |
| Name: Seth J. Brufsky | ||
| 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/ Seth J. Brufsky |
| |
| Name: Seth J. Brufsky | ||
| 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/ Seth J. Brufsky |
| |
| Name: Seth J. Brufsky | ||
| 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/ Seth J. Brufsky |
| |
| Name: Seth J. Brufsky | ||
| 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/ Seth J. Brufsky |
| |
| Name: Seth J. Brufsky | ||
| Title: Vice President |
| |
By: | Ares Enhanced Loan Management, L.P., | |
Its: | Investment Manager |
|
By: | Ares Enhanced Loan GP, LLC | |
Its: | General Partner |
|
By: | /s/ Seth J. Burfsky |
| ||
| Name: Seth J. Brufsky | |||
| Title: | Vice President |
| |
IKB Capital Corporation
as a Lender
By: | /s/ Wolfgang Boeker |
| ||
| Name: Wolfgang Boeker |
| ||
| Title: | Senior Vice President | ||
AVALON CAPITAL LTD. 3
By: | INVESCO Senior Secured Management, Inc. | |
| as Asset Manager |
|
By: | /s/ Scott Baskind |
| |
| Name: Scott Baskind |
| |
| Title: Authorized Signatory | ||
CHAMPLAIN CLO, LTD.
By: | INVESCO Senior Secured Management, Inc. | |
| as Collateral Manager |
|
By: | /s/ Scott Baskind |
| |
| Name: Scott Baskind |
| |
| Title: Authorized Signatory | ||
AIM FLOATING RATE FUND
By: | INVESCO Senior Secured Management, Inc. | |
| as Sub-Adviser |
|
By: | /s/ Scott Baskind |
| |
| Name: Scott Baskind |
| |
| 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/ Scott Baskind |
| |
| Name: Scott Baskind |
| |
| Title: Authorized Signatory | ||
NAUTIQUE FUNDING LTD.
By: | INVESCO Senior Secured Management, Inc. | |
| as Collateral Manager |
|
By: | /s/ Scott Baskind |
| |
| Name: Scott Baskind |
| |
| Title: Authorized Signatory | ||
SEQUILS-LIBERTY, LTD.
By: | INVESCO Senior Secured Management, Inc. | |
| as Collateral Manager |
|
By: | /s/ Scott Baskind |
| |
| Name: Scott Baskind |
| |
| Title: Authorized Signatory | ||
SAGAMORE CLO LTD.
By: | INVESCO Senior Secured Management, Inc. | |
| as Collateral Manager |
|
By: | /s/ Scott Baskind |
| |
| Name: Scott Baskind |
| |
| Title: Authorized Signatory | ||
SARATOGA CLO I, LIMITED
By: | INVESCO Senior Secured Management, Inc. | |
| as Asset Manager |
|
By: | /s/ Scott Baskind |
| |
| Name: Scott Baskind |
| |
| Title: Authorized Signatory | ||
Atrium CDO Funding
as a Lender
By: | /s/ Andrew H. Marshak |
| |
| Name: Andrew H. Marshak | ||
| Title: Authorized Signatory |
| |
Atrium IV Funding
as a Lender
By: | /s/ Andrew H. Marshak |
| |
| Name: Andrew H. Marshak | ||
| Title: Authorized Signatory |
| |
Madison Park Funding
as a Lender
By: | /s/ Andrew H. Marshak |
| |
| Name: Andrew H. Marshak | ||
| Title: Authorized Signatory |
| |
Castle Garden Funding
as a Lender
By: | /s/ Andrew H. Marshak |
| |
| Name: Andrew H. Marshak | ||
| Title: Authorized Signatory |
| |
CSAM Funding IV
as a Lender
By: | /s/ Andrew H. Marshak |
| |
| Name: Andrew H. Marshak | ||
| Title: Authorized Signatory |
| |
CSAM Syndicated Loan Fund
as a Lender
By: | /s/ Andrew H. Marshak |
| |
| Name: Andrew H. Marshak | ||
| Title: Authorized Signatory |
| |
Hamilton Floating Rate Fund, LLC,
as a Lender
By: | /s/ Dean Stephan |
| |
| Name: Dean Stephan |
| |
| Title: Managing Director | ||
Citadel Hill 2000 Ltd.
as a Lender
By: | /s/ Harry Amyote |
| |
| Name: Harry Amyote |
| |
| 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/ Adrienne Musgnug |
| |
| Name: Adrienne Musgnug | ||
| Title: Managing Director |
| |
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: Babson Capital Management LLC as Investment Advisor
By: | /s/ Adrienne Musgnug |
| |
| Name: Adrienne Musgnug | ||
| Title: Managing Director |
| |
BILL & MELINDA GATES FOUNDATION
By: Babson Capital Management LLC as Investment Advisor
By: | /s/ Adrienne Musgnug |
| |
| Name: Adrienne Musgnug | ||
| Title: Managing Director |
| |
Arabesque c/o Aladdin Capital
as a Lender
By: | /s/ Arika Lakhmi |
| |
| Name: Arika Lakhmi | ||
| Title: None Listed |
| |
Landmark IV
as a Lender
By: | /s/ Arika Lakhmi |
| |
| Name: Arika Lakhmi | ||
| Title: None Listed |
| |
Landmark V
as a Lender
By: | /s/ Arika Lakhmi |
| |
| Name: Arika Lakhmi | ||
| Title: None Listed |
| |
Catham Light II CLO, Limited
By: Sankaty Advisors, LLC as Collateral Manager
as a Lender
By: | /s/ Timothy Barns |
| ||
| Name: Timothy Barns |
| ||
| Title: | Senior Vice President | ||
Sankaty Advisors, LLC
as Collateral Manager for Race Point III CLO, Ltd. As Term Lender
as a Lender
By: | /s/ Timothy Barns |
| ||
| Name: Timothy Barns |
| ||
| Title: | Senior Vice President | ||
Whitehorse II, Ltd.
By: Whitehorse Capital Partners, L.P. as Collateral Manager
as a Lender
By: | /s/ Ethan M. Underwood, CPA |
| ||
| Name: Ethan M. Underwood, CPA | |||
| Title: | Portfolio Manager |
| |
Whitehorse III, Ltd.
By: Whitehorse Capital Partners, L.P. as Collateral Manager
as a Lender
By: | /s/ Ethan M. Underwood, CPA |
| ||
| Name: Ethan M. Underwood, CPA | |||
| Title: | Portfolio Manager |
| |
Morgan Stanley Prime Income Trust
as a Lender
By: | /s/ Jinny K. Kim |
| |
| Name: Jinny K. Kim | ||
| Title: Vice President |
| |
Addision CDO Limited
By: | Pacific Investment Management Company LLC |
as its Investment Advisor
By: | /s/ Mohan V. Phansalkar |
| |
| Name: Mohan V. Phansalkar | ||
| Title: Managing Director |
| |
Loan Funding III LLC
By: | Pacific Investment Management Company LLC |
as its Investment Advisor
By: | /s/ Mohan V. Phansalkar |
| |
| Name: Mohan V. Phansalkar | ||
| 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/ Mohan V. Phansalkar |
|
| Name: Mohan V. Phansalkar | |
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/ Mohan V. Phansalkar |
| |
| Name: Mohan V. Phansalkar | ||
| Title: Managing Director |
| |
SEQUILS-MAGNUM, LTD.
By: | Pacific Investment Management Company LLC, |
as its Investment Advisor
By: | /s/ Mohan V. Phansalkar |
| |
| Name: Mohan V. Phansalkar | ||
| Title: Managing Director |
| |
Southport CLO, Limited
By: | Pacific Investment Management Company LLC, |
as its Investment Advisor
By: | /s/ Mohan V. Phansalkar |
| |
| Name: Mohan V. Phansalkar | ||
| Title: Managing Director |
| |
Waveland – INGOTS, LTD.
By: | Pacific Investment Management Company LLC, |
as its Investment Advisor
By: | /s/ Mohan V. Phansalkar |
| |
| Name: Mohan V. Phansalkar | ||
| Title: Managing Director |
| |
Wrigley CDO, Ltd.
By: | Pacific Investment Management Company LLC, |
as its Investment Advisor
By: | /s/ Mohan V. Phansalkar |
| |
| Name: Mohan V. Phansalkar | ||
| Title: Managing Director |
| |
Apidos CDO I
as a Lender
By: | /s/ John W. Stelwagon |
| |
| Name: John W. Stelwagon | ||
| Title: Managing Director |
| |
Apidos CDO II Warehouse
as a Lender
By: | /s/ John W. Stelwagon |
| |
| Name: John W. Stelwagon | ||
| Title: Managing Director |
| |
Apidos CDO III Warehouse
as a Lender
By: | /s/ John W. Stelwagon |
| |
| Name: John W. Stelwagon | ||
| Title: Managing Director |
| |
GOLDMAN SACHS CREDIT PARTNERS L.P.
as a Lender, Arranger and Syndication Agent
By: | /s/ Bruce H. Mendelsohn |
| |
| Name: Bruce H, Mendelsohn | ||
| Title: Authorized Signatory |
| |
Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate Central Investment Portfolio,
as a Lender
By: | /s/ John H. Costello |
| |
| Name: John H. Costello |
| |
| Title: Assistant Treasurer | ||
Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Funds,
as a Lender
By: | /s/ John H. Costello |
| |
| Name: John H. Costello |
| |
| Title: Assistant Treasurer | ||
Ballyrock CDO I Limited
By:Ballyrock Investment Advisors LLC, as Collateral Manager,
as a Lender
By: | /s/ Lisa Rymut |
| |
| Name: Lisa Rymut |
| |
| Title: Assistant Treasurer | ||
Ballyrock CDO II Limited
By:Ballyrock Investment Advisors LLC, as Collateral Manager,
as a Lender
By: | /s/ Lisa Rymut |
| |
| Name: Lisa Rymut |
| |
| Title: Assistant Treasurer | ||
Ballyrock CDO III Limited
By:Ballyrock Investment Advisors LLC, as Collateral Manager,
as a Lender
By: | /s/ Lisa Rymut |
| |
| Name: Lisa Rymut |
| |
| Title: Assistant Treasurer | ||
BANK OF SCOTLAND
as a Lender
By: | /s/ Karen Weich |
| |
| Name: Karen Weich |
| |
| Title: Assistant Vice President | ||
Foothill Income Trust II, L.P.
By FIT II CP, LLC,its Gen Partner
as a Lender
By: | /s/ Michael R. Bohannon |
| |
| Name: Michael R. Bohanon | ||
| Title: Managing Member |
| |
The Foothill Group, Inc.
as a Lender
By: | /s/ Michael R. Bohannon |
| |
| Name: Michael R. Bohanon | ||
| Title: SVP |
| |
Galaxy CLO 2003-1, Ltd.
By: AIG Global Investment Corp.
Its Collateral Manager
as a Lender
By: | /s/ Steven S. Oh |
Name: Steven S. Oh |
| |
Title: | Managing Director | |
Galaxy II1, Ltd.
By: AIG Global Investment Corp.
Its Collateral Manager
as a Lender
By: | /s/ Steven S. Oh |
| ||
| Name: Steven S. Oh |
| ||
| Title: | Managing Director | ||
Galaxy IV CLO, Ltd.
By: AIG Global Investment Corp.
Its Collateral Manager
as a Lender
By: | /s/ Steven S. Oh |
| ||
| Name: Steven S. Oh |
| ||
| Title: | Managing Director | ||
Galaxy V CLO, Ltd.
By: AIG Global Investment Corp.
Its Collateral Manager
as a Lender
By: | /s/ Steven S. Oh |
| ||
| Name: Steven S. Oh |
| ||
| Title: | Managing Director | ||
SunAmerica Life Insurance Company
By: AIG Global Investment Corp.
Its Investment Adviser,
as a Lender
By: | /s/ Steven S. Oh |
|
| Name: Steven S. Oh | |
Title: | Managing Director |
SunAmerica Senior Floating Rate Fund, Inc.
By: AIG Global Investment Corp.
Its : Investment Adviser,
as a Lender
By: | /s/ Steven S. Oh |
| ||
| Name: Steven S. Oh |
| ||
| Title: | Managing Director | ||
SATURN TRUST
By: AIG Global Investment Corp.
Its | Investment Adviser, |
as a Lender
By: | /s/ Steven S. Oh |
| ||
| Name: Steven S. Oh |
| ||
| Title: | Managing Director | ||
Nuveen Tax Advantage Total Return Fund
By: | Symphony Asset Management, LLC |
as a Lender
By: | /s/Gunther M. Stein |
| |
| Name: Gunther M. Stein | ||
| Title: Portfolio Manager |
| |
Nuveen Floating Rate Income Fund Canada
By: | Symphony Asset Management, LLC |
as a Lender
By: | /s/Gunther M. Stein |
| |
| Name: Gunther M. Stein | ||
| Title: Portfolio Manager |
| |
Nuveen Floating Rate Income Fund
By: | Symphony Asset Management, LLC |
as a Lender
By: | /s/Gunther M. Stein |
| |
| Name: Gunther M. Stein | ||
| Title: Portfolio Manager |
| |
Nuveen Diversified Dividend Income Fund
By: | Symphony Asset Management, LLC |
as a Lender
By: | /s/Gunther M. Stein |
| |
| Name: Gunther M. Stein | ||
| Title: Portfolio Manager |
| |
Nuveen Floating Rate Income Opportunity Fund
By: | Symphony Asset Management, LLC |
as a Lender
By: | /s/Gunther M. Stein |
| |
| Name: Gunther M. Stein | ||
| Title: Portfolio Manager |
| |
Nuveen Senior Income Fund
By: | Symphony Asset Management, LLC |
as a Lender
By: | /s/Gunther M. Stein |
| |
| Name: Gunther M. Stein | ||
| Title: Portfolio Manager |
| |
KZH SOLEIL LLC,
as a Lender
By: | /s/ Susan Lee |
Name: Susan Lee |
|
Title: Authorized Agent | |
KZH SOLEIL-2 LLC,
as a Lender
By: | /s/ Susan Lee |
| |
| Name: Susan Lee |
| |
| Title: Authorized Agent | ||
Citibank, N.A.
as a Lender
By: | /s/ J. Judge |
| |
| Name: J. Judge | ||
| Title: VP |
| |
Franklin CLO III, Limited
as a Lender
By: | /s/ David Ardini |
|
| Name: David Ardini | |
| Title: Vice President | |
Franklin CLO IV, Limited
as a Lender
By: | /s/ David Ardini |
|
| Name: David Ardini | |
| Title: Vice President | |
Franklin CLO I, Limited
as a Lender
By: | /s/ David Ardini |
Name: David Ardini |
Title: Vice President |
Franklin CLO II, Limited
as a Lender
By: | /s/ David Ardini |
|
| Name: David Ardini | |
| Title: Vice President | |
FRANKLIN FLOATING RATE DAILY ACCESS FUND
as a Lender
By: | /s/ Richard Hsu |
| |
| Name: Richard Hsu |
| |
| Title: Vice President | ||
Franklin Floating Rate Master Series
as a Lender
By: | /s/ Richard Hsu |
| |
| Name: Richard Hsu |
| |
| Title: Vice President | ||
SUMITOMO MITSUI BANKING CORPORATION
as a Lender
By: | /s/ David A. Buck |
| |
| Name: David A. Buck |
| |
| 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/ Adam Brown |
| |
| Name: Adam Brown |
| |
| Title: Senior Vice President | ||
SECURITY INCOME FUND-INCOME OPPORTUNITY SERIES
as a Lender
By: Four Corners Capital Management LLC, as Sub-Adviser
By: | /s/ Adam Brown |
| |
| Name: Adam Brown |
| |
| Title: Senior Vice President | ||
FOUR CORNERS CLO 2005-I, LTD
as a Lender
By: Four Corners Capital Management LLC, as Collateral Manager
By: | /s/ Adam Brown |
| |
| Name: Adam Brown |
| |
| Title: Senior Vice President | ||
FORTRESS PORTFOLIO TRUST
as a Lender
By: Four Corners Capital Management LLC, as Investment Manager
By: | /s/ Adam Brown |
| |
| Name: Adam Brown |
| |
| Title: Senior Vice President | ||
Citigroup Investments Corporate Loan Fund Inc.
By: | Citigroup Alternative Investments LLC |
as a Lender
By: | /s/ Melanie Hanlon |
| |
| Name: Melanie Hanlon | ||
| 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/ Melanie Hanlon |
| |
| Name: Melanie Hanlon | ||
| Title: Vice President |
| |
NEMEAN CLO, LTD.
By:West Gate Horizons Advisors LLC, as Investment Manager
By: | /s/ Cheryl Wasilewski |
| |
| Name: Cheryl Wasilewski | ||
| Title: Sr. Credit Analyst |
| |
ECL Loan Funding LLC for itself or
as agent for BCL2 Loan Funding LLC
By: | /s/ Janet Haack |
| |
| Name: Janet Haack |
| |
| 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/ Beata Konopko |
Name: Beata Konopko |
|
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/ Beata Konopko |
| |
| Name: Beata Konopko |
| |
| Title: As Attorney-In-Fact | ||
Stedman CBNA Loan Funding LLC, for itself or as agent
for Stedman CFPI Loan Funding LLC
as Lender
By: | /s/ Beata Konopko |
| |
| Name: Beata Konopko |
| |
| Title: As Attorney-In-Fact | ||
UBS LOAN FINANCE LLC,
as a Lender
By: | /s/Richard L. Tavrow |
| |
| Name: Richard L. Tavrow | ||
| Title: Director |
| |
By: | /s/ Toba Lumbantobing |
| |
| Name: Toba Lumbantobing | ||
| Title: Associate Director |
| |
DUNES FUNDING LLC
As a Lender
By: | /s/ Anna M. Tallent |
| |
| Name: Anna M. Tallent |
| |
| Title: Assistant Vice President | ||
ELT LTD.
As a Lender
By: | /s/ Anna M. Tallent |
| |
| Name: Anna M. Tallent |
| |
| Title: Assistant Vice President | ||
FOREST SPC LLC
as a Lender
By: | /s/ Anna M. Tallent |
| |
| Name: Anna M. Tallent |
| |
| Title: Assistant Vice President | ||
KALDI FUNDING LLC
as a Lender
By: | /s/ Anna M. Tallent |
| |
| Name: Anna M. Tallent |
| |
| Title: Assistant Vice President | ||
PINEHURST TRADING INC.
as a Lender
By: | /s/ Anna M. Tallent |
| |
| Name: Anna M. Tallent |
| |
| Title: Assistant Vice President | ||
PPM MONARCH BAY FUNDING LLC
as a Lender
By: | /s/ Anna M. Tallent |
| |
| Name: Anna M. Tallent |
| |
| Title: Assistant Vice President | ||
PPM SHADOW CREEK FUNDING LLC
as a Lender
By: | /s/ Anna M. Tallent |
| |
| Name: Anna M. Tallent |
| |
| Title: Assistant Vice President | ||
PPM SPYGLASS FUNDING TRUST
as a Lender
By: | /s/ Ann E. Morris |
| |
| Name: Ann E. Morris |
| |
| Title: Authorized Agent | ||
SEMINOLE FUNDING LLC
as a Lender
By: | /s/ Anna M. Tallent |
| |
| Name: Anna M. Tallent |
| |
| Title: Assistant Vice President | ||
STANWICH LOAN FUNDING LLC
as a Lender
By: | /s/ Anna M. Tallent |
| |
| Name: Anna M. Tallent |
| |
| Title: Assistant Vice President | ||
MERRILL LYNCH CAPITAL CORP.
as a Lender
By: | /s/ Michael E. O'Brien |
| |
| Name: Michael E. O’Brien | ||
| Title: Vice President |
| |
LightPoint CLO 2004-1, Ltd.
LightPoint CLO III, Ltd,
LightPoint CLO IV, Ltd.
as an Investor
By: | /s/ Thomas A. Kramer |
|
| Name: Thomas A. Kramer | |
Title: Senior Managing Director & Chief Executive Officer
AVENUE CLO FUND, LIMITED,
as a Lender
By: | /s/ Richard D’Addario |
| |
| Name: Richard D’Addario |
| |
| Title: Senior Portfolio Manager | ||
AVENUE CLO II, LIMITED,
as a Lender
By: | /s/ Richard D’Addario |
| |
| Name: Richard D’Addario |
| |
| 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/ Bradley K. Serwin |
| |||||||
| Name: Bradley K. Serwin |
| |||||||
| 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/ Bradley K. Serwin |
| ||||||||
| Name: Bradley K. Serwin |
| |||||||||
| 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/ Bradley K. Serwin |
| ||||||||
| Name: Bradley K. Serwin |
| |||||||||
| 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/ Bradley K. Serwin |
| ||||||
| Name: Bradley K. Serwin |
| |||||||
| Title: | General Counsel & Secretary |
| ||||||
VENETIAN MARKETING, INC.,
a Nevada corporation
By: | /s/ Bradley K. Serwin |
| |||
| Name: Bradley K. Serwin | ||||
| Title: | Secretary |
| ||
VENETIAN TRANSPORT LLC,
a Delaware limited liability company
By: | Las Vegas Sands, LLC, as Managing Member |
| ||||
| By: | /s/ Bradley K. Serwin |
| |||
| Name: Bradley K. Serwin |
| ||||
| Title: General Counsel & Secretary | |||||
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/ Bradley K. Serwin |
| |||||||
| Name: Bradley K. Serwin |
| |||||||
| Title: General Counsel & Secretary |
| |||||||