Exhibit 10.1





Exhibit 10.1




EXECUTION COPY




AMENDMENT AND RESTATEMENT AGREEMENT




dated as of August 17, 2010




among




LAS VEGAS SANDS, LLC,

as Borrower




GUARANTORS PARTY HERETO,




LENDERS PARTY HERETO,




and




THE BANK OF NOVA SCOTIA,

as Administrative Agent and Collateral Agent




CREDIT SUISSE SECURITIES (USA) LLC




and




BARCLAYS CAPITAL INC.,

as Joint Lead Arrangers




 


 









 






AMENDMENT AND RESTATEMENT AGREEMENT dated as of August 17, 2010 (this
“Amendment”), to the Credit and Guaranty Agreement dated as of May
23, 2007, as amended prior to the date hereof (the “Existing Credit
Agreement”), among LAS VEGAS SANDS, LLC, a Nevada limited liability
company (the “Borrower”), the Guarantors party thereto, the
Lenders party thereto and The Bank of Nova Scotia, as administrative agent
for the Lenders (in such capacity, the “Administrative Agent”) and
as collateral agent (in such capacity, the “Collateral Agent”).



A. Pursuant to the Existing Credit Agreement, the Lenders have extended credit to the
Borrower.



B. The Borrower has requested that the Existing Credit Agreement be amended and restated in
the form of the Amended and Restated Credit and Guaranty Agreement attached hereto as Exhibit
A to, among other things, modify the terms and conditions of the Existing Credit Agreement to
allow the Borrower to (a) extend the final maturity of some or all of the Revolving Commitments and
Term Loans and (b) to make certain other changes to the Existing Credit Agreement.



C. Upon the Restatement Date (as defined below), certain of the terms of the outstanding
Tranche B Term Loans of each Lender that approves this Amendment and elects to convert its Tranche
B Term Loans into Extended Tranche B Term Loans by executing and delivering to the Administrative
Agent (or its counsel), on or prior to
2:00 p.m., New York City time, on August 12, 2010 (the “Delivery Time”), a signature
page to this Amendment designating itself as an “Extending Tranche B Term Lender” (each
Lender with an outstanding Tranche B Term Loan that does not so designate itself being referred to
herein as a “Declining Tranche B Term Lender”) will be modified as set forth herein.



D. Upon the Restatement Date, certain of the terms of the outstanding Delayed Draw I Term
Loans of each Lender that approves this Amendment and elects to convert its Delayed Draw I Term
Loans into Extended Delayed Draw I Term Loans by executing and delivering to the Administrative
Agent (or its counsel), on or prior to the Delivery Time, a signature page to this Amendment
designating itself as an “Extending Delayed Draw I Term Lender” (each Lender with an
outstanding Delayed Draw I Term Loan that does not so designate itself being referred to herein as
a “Declining Delayed Draw I Term Lender”) will be modified as set forth herein.



E. Upon the Restatement Date, certain of the terms of the outstanding Delayed Draw II Term
Loans of each Lender that approves this Amendment and elects to convert its Delayed Draw II Term
Loans into Extended Delayed Draw II Term Loans by executing and delivering to the Administrative
Agent (or its counsel), on or prior to the Delivery Time, a signature page to this Amendment
designating itself as an “Extending Delayed Draw II Term Lender” (each Lender with an
outstanding Delayed Draw II Term Loan that does not so designate itself being referred to herein as
a “Declining Delayed Draw II Term Lender”) will be modified as set forth herein.


 


2









 





F. Upon the Restatement Date, certain of the terms of the outstanding Revolving Commitments of
each Lender that approves this Amendment and elects to convert its Revolving Commitments and
Revolving Loan (if any) into Extended Revolving Commitments and Extended Revolving Loans by
executing and delivering to the Administrative Agent (or its counsel), on or prior to the Delivery
Time, a signature page to this Amendment designating itself as an “Extending Revolving
Lender” (each Lender with a Revolving Commitment that does not so designate itself being
referred to herein as a “Declining Revolving Lender”) will be modified as set forth herein.



G. All capitalized terms used but not defined herein shall have the meanings given them in the
Amended Credit Agreement (as defined below).



Accordingly, the parties hereto hereby agree as follows:



SECTION 1. Amendment and Restatement of the Existing Credit Agreement. Effective as of the
Restatement Date, the Existing Credit Agreement is hereby amended and restated in the form of
Exhibit A hereto (the Existing Credit Agreement, as so amended and restated, being referred
to as the “Amended Credit Agreement”).



SECTION 2. Tranche B Term Loan. Subject to the terms and conditions set forth herein and in
the Amended Credit Agreement, as of the Restatement Date, each Extending Tranche B Term Lender
agrees that its Tranche B Term Loan will be modified to become an Extended Tranche B Term Loan of
like outstanding principal amount. The Tranche B Term Loans of each Declining Tranche B Term
Lender shall remain outstanding as Original Tranche B Term Loans.



SECTION 3. Delayed Draw I Term Loan. Subject to the terms and conditions set forth herein and
in the Amended Credit Agreement, as of the Restatement Date, each Extending Delayed Draw I Term
Lender agrees that its Delayed Draw I Term Loans will be modified to become Extended Delayed Draw I
Term Loans of like outstanding principal amount. The Delayed Draw I Term Loans of each Declining
Delayed Draw I Term Lender shall remain outstanding as Original Delayed Draw I Term Loans.



SECTION 4. Delayed Draw II Term Loan. Subject to the terms and conditions set forth herein
and in the Amended Credit Agreement, as of the Restatement Date, each Extending Delayed Draw II
Term Lender agrees that its Delayed Draw II Term Loans will be modified to become Extended Delayed
Draw II Term Loans of like outstanding principal amount. The Delayed Draw II Term Loans of each
Declining Delayed Draw II Term Lender shall remain outstanding as Original Delayed Draw II Term
Loans.


 


3









 





SECTION 5. Concerning the Term Loans. Notwithstanding the foregoing, in the event that the
aggregate principal amount of (i) Tranche B Term Loan of Extending Tranche B Term Lenders, (ii)
Delayed Draw I Term Loans of Extending Delayed Draw I Term Lenders and (iii) Delayed Draw II Term
Loans of Extending
Delayed Draw II Term Lenders is greater than $3,000,000,000, the Borrower may (but shall not
be obligated to) elect by written notice to the Administrative Agent to cause less than all (but
not less than $3,000,000,000 aggregate principal amount) of the Term Loans of the Extending Tranche
B Term Lenders, Extending Delayed Draw I Term Lenders and Extending Delayed Draw II Term Lenders to
become Extended Tranche B Term Loans, Extended Delayed Draw I Term Loans and Extended Delayed Draw
II Term Loans, respectively, such allocation to be made on a pro rata basis (considering each Class
of Loans separately). The Interest Periods and Adjusted Eurodollar Rates in effect for the Term
Loans immediately prior to the Restatement Date shall remain in effect for the Original Term Loans
and the Extended Term Loans resulting from the effectiveness of this Amendment on the Restatement
Date, notwithstanding any contrary provision of Sections 2.08 or 2.09 of the Existing Credit
Agreement or the Amended Credit Agreement, with only the Applicable Margin for the Extended Term
Loans changing as of, and with effect from and after, the Restatement Date.



SECTION 6. Revolving Commitments. Subject to the terms and conditions set forth herein and in
the Amended Credit Agreement, as of the Restatement Date, each Extending Revolving Lender agrees
that its Revolving Commitments and outstanding Revolving Loans (if any) will be modified to become
Extended Revolving Commitments and Extended Revolving Loans of like outstanding principal amount.
The Revolving Commitments and Revolving Loans (if any) of each Declining Revolving Lender shall
remain outstanding as Original Revolving Commitments and Original Revolving Loans. Notwithstanding
the foregoing, in the event that the aggregate principal amount of the Revolving Commitments of
Extending Revolving Lenders is greater than $666,666,667, the Borrower may (but shall not be
obligated to) elect by written notice to the Administrative Agent to cause less than all (but not
less than $666,666,667 aggregate principal amount) of the Revolving Commitments and Revolving Loans
of the Extending Revolving Lenders to become Extended Revolving Commitments and Extended Revolving
Loans, as applicable, such allocation to be made on a pro rata basis. The Interest Periods and
Adjusted Eurodollar Rates in effect for the Revolving Loans (if any) immediately prior to the
Restatement Date shall remain in effect for the Original Revolving Loans and the Extended Revolving
Loans resulting from the effectiveness of this Amendment on the Restatement Date, notwithstanding
any contrary provision of Section 2.08 or 2.09 of the Existing Credit Agreement or the Amended
Credit Agreement, with only (i) the Applicable Margin for the Extended Revolving Loans and Swing
Line Loans and Letters of Credit allocable to the Extended Revolving Commitments and (ii) the
Applicable Revolving Commitment Fee Percentage applicable to the Extended Revolving Commitments
changing as of, and with effect from and after, the Restatement Date.


 


4









 





SECTION 7. Commitment Reductions and Prepayments. (a) The Borrower hereby permanently
reduces the Revolving Commitments pursuant to Section 2.13 of the Existing Credit Agreement by an
aggregate principal amount equal to $250,000,000 (the “Commitment Reduction”), such
reduction to be effected immediately prior to the Restatement Date, but only if the Restatement
Date occurs. The Commitment Reduction shall be allocated to each Lender with Revolving Commitments
in accordance with such Lender’s Pro Rata Share; provided that, with the consent of the
Borrower, any
Lender may elect by separate written notice to the Borrower and the Administrative Agent
delivered prior to the effectiveness of this Amendment, not to be allocated its Pro Rata Share of
the Commitment Reduction, in which case such Lender’s Pro Rata Share of the Commitment Reduction
will be allocated ratably to the non-electing Lenders.




(b) On the Restatement Date, the Borrower shall make a voluntary prepayment of Extended Term
Loans pursuant to Section 2.13 of the Amended Credit Agreement in an aggregate principal amount
equal to the lesser of (i) $1,000,000,000 and (ii) 40% of the aggregate principal amount of the
Extended Term Loans (the “Voluntary Prepayment”). The Voluntary Prepayment shall be
allocated ratably to the Extended Term Loans, and shall be accompanied by accrued and unpaid
interest on the amount so prepaid.




(c) Execution and delivery of this Amendment by the Borrower and the Requisite Lenders on or
prior to the Restatement Date shall be deemed to satisfy the notice requirements of the Existing
Credit Agreement and the Amended Credit Agreement in connection with the Commitment Reduction and
the Voluntary Prepayment.



SECTION 8. Fees. The Borrower agrees to pay to the Administrative Agent, on the Restatement
Date, (i) for the account of each Extending Revolving Lender that transmits its executed
counterpart of this Amendment, indicating its consent hereto, to the Administrative Agent on or
prior to the Delivery Time, an extension fee in an amount equal to 0.50% of the aggregate principal
amount of the Revolving Commitments which will constitute Extended Revolving Commitments held by
such Extending Revolving Lender as of the Restatement Date and (ii) for the account of each Lender
that unconditionally transmits its executed counterpart of this Amendment, indicating its consent
hereto, to the Administrative Agent on or prior to the Delivery Time, an amendment fee in an amount
equal to 0.10% of the aggregate principal amount of the Revolving Commitments and Term Loans of
such Lender as of the Restatement Date (in the case of clauses (i) and (ii), after giving effect to
the Commitment Reduction and the Voluntary Prepayment).



SECTION 9. Representations and Warranties. To induce the other parties hereto to enter into
this Amendment, the Borrower represents and warrants to each of the other parties hereto, that: (a)
the representations and warranties set forth in Article IV of the Amended Credit Agreement and the
other Credit Documents are true, correct and complete in all material respects on and as of the
date hereof, except to the extent such representations and warranties expressly relate to an
earlier date, in which case they were true, correct and complete in all material respects as of
such earlier date and (b) after giving effect to this Amendment, no Default or Potential Event of
Default has occurred and is continuing.


 


5









 





SECTION 10. Effectiveness. This Amendment and the Amended Credit Agreement shall become
effective as of the first date (the “Restatement Date”) that each of the following
conditions have been satisfied:




(a) The Administrative Agent (or its counsel) shall have received counterparts of this
Amendment that, when taken together, bear the signatures of (i) the Borrower, (ii) the
Guarantors, (iii) the Requisite Lenders, (iv) the Administrative Agent, (v) the Collateral Agent,
(vi) the Issuing Lender and (vii) each Extending Tranche B Term Lender, Extending Delayed Draw I
Term Lender, Extending Delayed Draw II Term Lender and Extending Revolving Lender.




(b) The Amended and Restated Security Agreement shall substantially contemporaneously with
the effectiveness of this Amendment be entered into by the Collateral Agent and the Grantors
party thereto.




(c) The Administrative Agent shall have received (i) copies of each Organizational Document
of each Credit Party, certified by the applicable Credit Party (or certifying that there has been
no change to such documents since they were last delivered to the Administrative Agent); (ii)
signature and incumbency certificates of the officers of such Person executing the Credit
Documents to which it is a party; (iii) resolutions of the Board of Directors or similar
governing body of each Credit Party approving and authorizing the execution, delivery and
performance of this Amendment and the other Credit Documents to which it is a party or by which
it or its assets may be bound as of the Restatement Date, certified as of the Restatement Date by
its secretary or an assistant secretary as being in full force and effect without modification or
amendment; and (iv) a good standing certificate from the applicable Governmental Authority of
each Credit Party’s jurisdiction of incorporation, organization or formation and in each
jurisdiction in which it is qualified as a foreign corporation or other entity to do business,
each dated a recent date prior to the Restatement Date.




(d) The Lenders shall have received copies of the favorable written opinions of (i) Paul,
Weiss, Rifkind, Wharton & Garrison LLP, counsel for Credit Parties, substantially in the form of
Exhibit P-1 to the Amended Credit Agreement and (ii) Lionel Sawyer & Collins LLP, Nevada
counsel for the Credit Parties, substantially in the form of Exhibit P-2 to the Amended
Credit Agreement, in each case dated the Restatement Date (and each Credit Party hereby instructs
such counsel to deliver such opinions to the Agents and Lenders).




(e) The Borrower shall have paid (i) to the Administrative Agent, the fees payable on the
Restatement Date referred to in Section 8 and (ii) to the Administrative Agent and to Credit
Suisse Securities (USA) LLC and Barclays Capital Inc., as joint lead arrangers of this Amendment
(the “Joint Lead Arrangers”), all fees and other amounts due and payable to them on or
prior to the Restatement Date, including, to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses required to be reimbursed or paid by the Borrower in connection with this
Amendment.


 


6









 






(f) The Borrower shall have made the Voluntary Prepayment and the Commitment Reduction, and
shall have paid all amounts required to be paid by it in connection therewith.




(g) On the Restatement Date, the Administrative Agent and the Joint Lead Arrangers shall
have received a Solvency Certificate from the Borrower, substantially in the form of Exhibit
R to the Amended Credit Agreement, demonstrating that after giving effect to the consummation
of the transactions contemplated hereunder, the Borrower and its Subsidiaries, taken as a whole,
are and will be Solvent.




(h) The Borrower shall have paid all amounts due or outstanding under, and shall have
terminated, the Existing GE FF&E Credit Agreement (as defined in the Existing Credit Agreement).



SECTION 11. Reaffirmation. Each of the Borrower and the Guarantors, by its signature below,
hereby (a) confirms its respective guarantees, pledges and grants of security interests, as
applicable, under each of the Credit Documents to which it is a party, and agrees that,
notwithstanding the effectiveness of this Amendment or the Amended Credit Agreement, such
guarantees, pledges and grants of security interests shall continue to be in full force and effect
and shall continue to accrue to the benefit of the Lenders and the Secured Parties and (b) confirms
that all of the representations and warranties made by it contained in the Amended Credit Agreement
and each of the other Credit Documents are true, correct and complete in all material respects on
and as of the Restatement Date, except to the extent such representations and warranties expressly
relate to an earlier date, in which case they were true, correct and complete in all material
respects as of such earlier date.



SECTION 12. No Novation. Except as expressly provided with respect to the Voluntary
Prepayment and the Commitment Reduction, neither this Amendment nor the effectiveness of the
Amended Credit Agreement shall extinguish the Obligations for the payment of money outstanding
under the Existing Credit Agreement or discharge or release the Lien or priority of any Credit
Document or any other security therefor or any guarantee thereof, and the liens and security
interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment
of the Obligations are in all respects continuing and in full force and effect with respect to all
Obligations. Nothing herein contained shall be construed as a substitution or novation, or a
payment and reborrowing, or a termination, of the Obligations outstanding under the Existing Credit
Agreement or instruments guaranteeing or securing the same, which shall remain in full force and
effect, except as modified hereby or by instruments executed concurrently herewith. Nothing
expressed or implied in this Amendment, the Amended Credit Agreement or any other document
contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower
under the Existing Credit Agreement or the Borrower or any other Credit Party under any Credit
Document from any of its obligations and liabilities thereunder, and such obligations are in all
respects continuing with only the terms being modified as provided in this Amendment and in the
Amended Credit Agreement. The Existing Credit Agreement and each of the other Credit Documents
shall remain in full force and effect, until and except as modified hereby. This Amendment shall
constitute a Credit Document for all purposes of the Existing Credit Agreement and the Amended
Credit Agreement.


 


7









 





SECTION 13. Notices. All notices hereunder shall be given in accordance with the provisions
of Section 10.1 of the Amended Credit Agreement.



SECTION 14. 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 LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.



SECTION 15. Jurisdiction. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING
OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT
IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.
BY EXECUTING AND DELIVERING THIS AMENDMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH
ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION
AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE
OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN
ACCORDANCE WITH SECTION 10.1 OF THE AMENDED CREDIT AGREEMENT; (D) AGREES THAT SERVICE AS PROVIDED
IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY
IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE
IN EVERY RESPECT; AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY
OTHER JURISDICTION.



SECTION 16. Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent and
the Joint Lead Arrangers for their reasonable and documented out-of-pocket expenses incurred in
connection with this Amendment, including the reasonable and documented fees, charges and
disbursements of counsel to the Administrative Agent and the Joint Lead Arrangers (in the case of
the Joint Lead Arrangers, as provided for in the Engagement Letter dated July 28, 2010, between the
Borrower and the Joint Lead Arrangers).


 


8









 





SECTION 17. Counterparts. This Amendment may be executed in counterparts and by different
parties hereto on different counterparts, each of which shall constitute an original but all of
which when taken together shall constitute a single contract, and shall become effective as
provided in Section 10 hereof. Delivery of an executed signature page to this Amendment by
facsimile or other electronic method of
transmission shall be effective as delivery of a manually signed counterpart of this
Amendment.



SECTION 18. Headings. Section headings used herein are for convenience of reference only, are
not part of this Amendment and are not to affect the construction of, or to be taken into
consideration in interpreting, this Amendment.



[Remainder of Page Intentionally Left Blank]



 


9









 







IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.



	 	 	 	 	 
	 	LAS VEGAS SANDS, LLC

 	 
	 	By:  	/s/ Kenneth J. Kay
 	 
	 	 	Name:  	Kenneth J. Kay 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 



 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	VENETIAN CASINO RESORT, LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Las Vegas Sands, LLC,	 	 
	 	 	 	 	its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Kenneth J. Kay	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Kenneth J. Kay	 	 
	 

	 	 	 	Title:
	 	Sr. Vice President & CFO	 	 





 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	VENETIAN TRANSPORT LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Las Vegas Sands, LLC,	 	 
	 	 	 	 	its Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Kenneth J. Kay	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Kenneth J. Kay	 	 
	 

	 	 	 	Title:
	 	Sr. Vice President & CFO	 	 





 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	PALAZZO CONDO TOWER, LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Venetian Casino Resort, LLC,	 	 
	 	 	 	 	its Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Las Vegas Sands, LLC,	 	 
	 	 	 	 	its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Kenneth J. Kay	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Kenneth J. Kay	 	 
	 

	 	 	 	Title:
	 	Sr. Vice President & CFO	 	 





 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LIDO INTERMEDIATE HOLDING COMPANY, LLC
	 	 	MALL INTERMEDIATE HOLDING COMPANY, LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Venetian Casino Resort, LLC,	 	 
	 	 	 	 	their Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Las Vegas Sands, LLC,	 	 
	 	 	 	 	its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Kenneth J. Kay	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Kenneth J. Kay	 	 
	 

	 	 	 	Title:
	 	Sr. Vice President & CFO	 	 





 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LIDO CASINO RESORT HOLDING COMPANY, LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Lido Intermediate Holding Company, LLC,	 	 
	 	 	 	 	its Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Venetian Casino Resort, LLC,	 	 
	 	 	 	 	its Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Las Vegas Sands, LLC,	 	 
	 	 	 	 	its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Kenneth J. Kay	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Kenneth J. Kay	 	 
	 

	 	 	 	Title:
	 	Sr. Vice President & CFO	 	 





 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	PHASE II MALL HOLDING, LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Lido Casino Resort Holding Company, LLC,	 	 
	 	 	 	 	its Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Lido Intermediate Holding Company, LLC,	 	 
	 	 	 	 	its Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Venetian Casino Resort, LLC,	 	 
	 	 	 	 	its Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Las Vegas Sands, LLC,	 	 
	 

	 	 	 	its Managing Member
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Kenneth J. Kay	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Kenneth J. Kay	 	 
	 

	 	 	 	Title:
	 	Sr. Vice President & CFO	 	 





 


 









 





	 	 	 	 	 
	 	LVS MANAGEMENT SERVICES, LLC

 	 
	 	By:  	/s/ Kenneth J. Kay
 	 
	 	 	Name:  	Kenneth J. Kay 	 
	 	 	Title:  	Manager 	 
	 



 


 









 





	 	 	 	 	 
	 	SANDS EXPO & CONVENTION CENTER, INC.

 	 
	 	By:  	/s/ Kenneth J. Kay
 	 
	 	 	Name:  	Kenneth J. Kay 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 
	 	SANDS PENNSYLVANIA, INC.

 	 
	 	By:  	/s/ Kenneth J. Kay
 	 
	 	 	Name:  	Kenneth J. Kay 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 
	 	VENETIAN MARKETING, INC.

 	 
	 	By:  	/s/ Kenneth J. Kay
 	 
	 	 	Name:  	Kenneth J. Kay 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 
	 	LVS (NEVADA) INTERNATIONAL HOLDINGS, INC.

 	 
	 	By:  	/s/ Kenneth J. Kay
 	 
	 	 	Name:  	Kenneth J. Kay 	 
	 	 	Title:  	Treasurer 	 
	 



 


 









 





	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA,

as Administrative Agent, Collateral Agent, Swing Line Lender,
Issuing Bank and a Lender

 	 
	 	By:  	/s/ Annabella Guo
 	 
	 	 	Name:  	Annabella Guo 	 
	 	 	Title:  	Director 	 
	 



 


 









 






SIGNATURE PAGE TO
AMENDMENT AND RESTATEMENT AGREEMENT DATED
AS OF AUGUST           , 2010, TO THE LAS
VEGAS SANDS CREDIT AND GUARANTY AGREEMENT
DATED AS OF MAY 23, 2007, AS AMENDED



Lenders may (A) consent to the Amendment without extending
any Revolving Commitments or Term Loans or (B) consent to
the Amendment and agree to become
(i) an Extending Revolving Lender and/or (ii) an Extending
Term Loan Lender. Please indicate your choice by checking
the appropriate box(es) below.



	 	 	 	 	 	 	 
	o	 	A.	 	CONSENT WITHOUT EXTENDING:
	 
	 	 	 	 	 	 
	 	 	B.	 	CONSENT AND EXTEND:
	 
	 	 	 	 	 	 
	o

	 	 	 	(i)
	 	REVOLVING EXPOSURE
	 
	 	 	 	 	 	 
	o

	 	 	 	(ii)
	 	TERM LOAN EXPOSURE






	 	 	 
	Name of Institution:

	 	 
	 

	 	 






	 	 	 	 	 
	by
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	For any Lender requiring a second signature line:
	 
	 	 	 	 
	by
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 







 


 











 




EXHIBIT A




EXECUTION COPY




AMENDED AND RESTATED

CREDIT AND GUARANTY AGREEMENT




dated as of August 18, 2010




among




LAS VEGAS SANDS, LLC,

as Borrower




CERTAIN AFFILIATES OF BORROWER,

as Guarantors,




VARIOUS LENDERS,




GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Joint Lead Arranger and Syndication Agent,




CITIGROUP GLOBAL MARKETS INC.,

as Joint Lead Arranger and Syndication Agent,




THE BANK OF NOVA SCOTIA,

as Administrative Agent and Collateral Agent




and




CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,




BARCLAYS CAPITAL INC.,




and




JPMORGAN CHASE BANK, N.A.,

as Documentation Agents






$3,642,000,000 Senior Secured Credit Facilities





 


 









 





TABLE OF CONTENTS






	 	 	 	 	 
	 
	 	 	Page	 
	 
	 	 	 	 
	SECTION 1. DEFINITIONS AND INTERPRETATION
	 	 	2	 
	1.1. Definitions
	 	 	2	 
	1.2. Accounting Terms
	 	 	48	 
	1.3. Interpretation, etc.
	 	 	49	 
	1.4. Pro Forma Calculations
	 	 	49	 
	 
	 	 	 	 
	SECTION 2. LOANS AND LETTERS OF CREDIT
	 	 	50	 
	2.1. Term Loans
	 	 	50	 
	2.2. Revolving Loans
	 	 	51	 
	2.3. Swing Line Loans
	 	 	52	 
	2.4. Issuance of Letters of Credit and Purchase of Participations Therein
	 	 	54	 
	2.5. Pro Rata Shares; Availability of Funds
	 	 	58	 
	2.6. Use of Proceeds
	 	 	59	 
	2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes
	 	 	59	 
	2.8. Interest on Loans
	 	 	60	 
	2.9. Conversion/Continuation
	 	 	62	 
	2.10. Default Interest
	 	 	63	 
	2.11. Fees
	 	 	63	 
	2.12. Scheduled Payments/Commitment Reductions
	 	 	65	 
	2.13. Voluntary Prepayments/Commitment Reductions
	 	 	68	 
	2.14. Mandatory Prepayments/Commitment Reductions
	 	 	69	 
	2.15. Application of Prepayments/Reductions
	 	 	71	 
	2.16. General Provisions Regarding Payments
	 	 	72	 
	2.17. Ratable Sharing
	 	 	73	 
	2.18. Making or Maintaining Eurodollar Rate Loans
	 	 	74	 
	2.19. Increased Costs; Capital Adequacy
	 	 	76	 
	2.20. Taxes; Withholding, etc.
	 	 	77	 
	2.21. Obligation to Mitigate
	 	 	80	 
	2.22. Defaulting Lenders
	 	 	81	 
	2.23. Removal or Replacement of a Lender
	 	 	81	 
	2.24. Incremental Facilities
	 	 	82	 
	 
	 	 	 	 
	SECTION 3. CONDITIONS PRECEDENT
	 	 	85	 
	3.1. Conditions to Effectiveness
	 	 	85	 
	3.2. Conditions to the Making of Loans
	 	 	85	 
	3.3. Conditions to Letters of Credit
	 	 	86	 
	 
	 	 	 	 
	SECTION 4. REPRESENTATIONS AND WARRANTIES
	 	 	87	 
	4.1. Organization; Requisite Power and Authority; Qualification
	 	 	87	 
	4.2. Equity Interests and Ownership
	 	 	87	 
	4.3. Due Authorization
	 	 	87	 
	4.4. No Conflict
	 	 	88	 
	4.5. Governmental Consents
	 	 	88	 
	4.6. Binding Obligation
	 	 	88	 





 


i









 





	 	 	 	 	 
	4.7. Historical Financial Statements
	 	 	88	 
	4.8. Projections
	 	 	89	 
	4.9. No Material Adverse Change
	 	 	89	 
	4.10. Adverse Proceedings, etc.
	 	 	89	 
	4.11. Payment of Taxes
	 	 	89	 
	4.12. Properties
	 	 	89	 
	4.13. Environmental Matters
	 	 	90	 
	4.14. No Defaults
	 	 	90	 
	4.15. Material Contracts
	 	 	91	 
	4.16. Governmental Regulation
	 	 	91	 
	4.17. Margin Stock
	 	 	91	 
	4.18. Employee Matters
	 	 	91	 
	4.19. Employee Benefit Plans
	 	 	92	 
	4.20. Certain Fees
	 	 	92	 
	4.21. Solvency
	 	 	92	 
	4.22. Matters Relating to Collateral
	 	 	92	 
	4.23. Compliance with Statutes, etc.
	 	 	93	 
	4.24. Disclosure
	 	 	93	 
	4.25. Patriot Act
	 	 	93	 
	 
	 	 	 	 
	SECTION 5. AFFIRMATIVE COVENANTS
	 	 	94	 
	5.1. Financial Statements and Other Reports
	 	 	94	 
	5.2. Existence
	 	 	99	 
	5.3. Payment of Taxes and Claims
	 	 	99	 
	5.4. Maintenance of Properties
	 	 	99	 
	5.5. Insurance
	 	 	100	 
	5.6. Books and Records; Inspections
	 	 	100	 
	5.7. Lenders Meetings
	 	 	100	 
	5.8. Compliance with Laws
	 	 	100	 
	5.9. Environmental
	 	 	101	 
	5.10. Compliance with Material Contracts
	 	 	102	 
	5.11. Subsidiaries
	 	 	102	 
	5.12. Additional Material Real Estate Assets
	 	 	102	 
	5.13. FF&E
	 	 	102	 
	5.14. [Intentionally Omitted]
	 	 	102	 
	5.15. Further Assurances
	 	 	103	 
	5.16. Maintenance of Ratings
	 	 	103	 
	5.17. PA Sale Proceeds
	 	 	103	 
	5.18. Real Estate Matters
	 	 	103	 
	 
	 	 	 	 
	SECTION 6. NEGATIVE COVENANTS
	 	 	104	 
	6.1. Indebtedness
	 	 	104	 
	6.2. Liens and Other Matters
	 	 	107	 
	6.3. Investments; Joint Ventures; Formation of Subsidiaries
	 	 	110	 
	6.4. Restrictions on Subsidiary Distributions
	 	 	113	 
	6.5. Restricted Payments
	 	 	113	 
	6.6. Financial Covenants
	 	 	116	 





 


ii









 





	 	 	 	 	 
	6.7. Fundamental Changes; Disposition of Assets
	 	 	116	 
	6.8. Sale and Leasebacks
	 	 	119	 
	6.9. Transactions with Shareholders and Affiliates
	 	 	120	 
	6.10. Disposal of Subsidiary Stock
	 	 	121	 
	6.11. Conduct of Business
	 	 	121	 
	6.12. Certain Restrictions on Changes to Certain Documents
	 	 	122	 
	6.13. Fiscal Year
	 	 	122	 
	6.14. No Joint Assessment
	 	 	122	 
	6.15. No Further Negative Pledge
	 	 	123	 
	6.16. Restrictions Regarding PA Subsidiaries
	 	 	123	 
	 
	 	 	 	 
	SECTION 7. GUARANTY
	 	 	124	 
	7.1. Guaranty of the Secured Obligations
	 	 	124	 
	7.2. Contribution by Guarantors
	 	 	124	 
	7.3. Payment by Guarantors
	 	 	125	 
	7.4. Liability of Guarantors Absolute
	 	 	125	 
	7.5. Waivers by Guarantors
	 	 	127	 
	7.6. Guarantors’ Rights of Subrogation, Contribution, etc.
	 	 	128	 
	7.7. Subordination of Other Obligations
	 	 	128	 
	7.8. Continuing Guaranty
	 	 	128	 
	7.9. Authority of Guarantors or Borrower
	 	 	129	 
	7.10. Financial Condition of Borrower
	 	 	129	 
	7.11. Bankruptcy, etc.
	 	 	129	 
	7.12. Discharge of Guaranty Upon Sale of Guarantor
	 	 	130	 
	 
	 	 	 	 
	SECTION 8. EVENTS OF DEFAULT
	 	 	130	 
	8.1. Events of Default
	 	 	130	 
	 
	 	 	 	 
	SECTION 9. AGENTS
	 	 	135	 
	9.1. Appointment of Agents
	 	 	135	 
	9.2. Powers and Duties
	 	 	135	 
	9.3. General Immunity
	 	 	135	 
	9.4. Agents Entitled to Act as Lender
	 	 	137	 
	9.5. Lenders’ Representations, Warranties and Acknowledgment
	 	 	137	 
	9.6. Right to Indemnity
	 	 	138	 
	9.7. Successor Administrative Agent, Collateral Agent and Swing Line Lender
	 	 	138	 
	9.8. Collateral Documents and Guaranty
	 	 	139	 
	9.9. Withholding Taxes
	 	 	141	 
	9.10. Intercreditor Agreements
	 	 	141	 
	 
	 	 	 	 
	SECTION 10. MISCELLANEOUS
	 	 	141	 
	10.1. Notices
	 	 	141	 
	10.2. Expenses
	 	 	142	 
	10.3. Indemnity
	 	 	143	 
	10.4. Set-Off
	 	 	144	 
	10.5. Amendments and Waivers
	 	 	144	 
	10.6. Successors and Assigns; Participations
	 	 	147	 





 


iii









 





	 	 	 	 	 
	10.7. Independence of Covenants
	 	 	155	 
	10.8. Survival of Representations, Warranties and Agreements
	 	 	155	 
	10.9. No Waiver; Remedies Cumulative
	 	 	155	 
	10.10. Marshalling; Payments Set Aside
	 	 	155	 
	10.11. Severability
	 	 	156	 
	10.12. Obligations Several; Independent Nature of Lenders’ Rights
	 	 	156	 
	10.13. Headings
	 	 	156	 
	10.14. APPLICABLE LAW
	 	 	156	 
	10.15. CONSENT TO JURISDICTION
	 	 	156	 
	10.16. WAIVER OF JURY TRIAL
	 	 	157	 
	10.17. Confidentiality
	 	 	157	 
	10.18. Usury Savings Clause
	 	 	158	 
	10.19. Counterparts
	 	 	158	 
	10.20. Effectiveness
	 	 	159	 
	10.21. Patriot Act
	 	 	159	 
	10.22. Electronic Execution of Assignments
	 	 	159	 
	10.23. Gaming Authorities
	 	 	159	 
	10.24. Harrah’s Shared Garage Lease
	 	 	159	 
	10.25. Certain Matters Affecting Lenders
	 	 	160	 
	10.26. Effect of Restatement
	 	 	160	 
	10.27. No Fiduciary Duties
	 	 	161	 





  


iv









 





	 	 	 	 	 
	APPENDICES:
	 	A-1	 	Intentionally Omitted
	 
	 	A-2	 	Intentionally Omitted
	 
	 	A-3	 	Intentionally Omitted
	 
	 	A-4	 	Revolving Commitments
	 
	 	B	 	Notice Addresses
	 
	 	C	 	Outline of Auction Mechanics
	 
	 	D	 	Form of Auction Certificate
	 
	 	 	 	 
	SCHEDULES:
	 	4.2	 	Equity Interests and Ownership
	 
	 	4.5	 	Governmental Consents
	 
	 	4.12	 	Material Real Estate Assets and Leases
	 
	 	4.15	 	Material Contracts
	 
	 	4.22(b)	 	Permits
	 
	 	6.1	 	Certain Indebtedness
	 
	 	6.2	 	Certain Liens
	 
	 	6.3	 	Certain Investments
	 
	 	6.9	 	Certain Affiliate Transactions
	 
	 	6.9(q)	 	Rates of Exchange
	 
	 	 	 	 
	EXHIBITS:
	 	A	 	Assignment Agreement
	 
	 	B	 	Certificate Re Non-bank Status
	 
	 	C	 	Intentionally Omitted
	 
	 	D	 	Compliance Certificate
	 
	 	E	 	Conversion/Continuation Notice
	 
	 	F	 	Counterpart Agreement
	 
	 	G-1	 	Form Deed of Trust (Venetian Site)
	 
	 	G-2	 	Form Deed of Trust (Palazzo Site)
	 
	 	G-3	 	Form Deed of Trust (Central Park West Site)
	 
	 	G-4	 	Form Deed of Trust (SECC Site)
	 
	 	G-5	 	Form Deed of Trust (Palazzo Mall Site)
	 
	 	H-1	 	Delayed Draw I Term Loan Note
	 
	 	H-2	 	Revolving Loan Note
	 
	 	H-3	 	Swingline Note
	 
	 	H-4	 	Tranche B Term Loan Note
	 
	 	H-5	 	Delayed Draw II Term Loan Note
	 
	 	H-6	 	Form of First Lien Intercreditor Agreement
	 
	 	I	 	Funding Notice
	 
	 	J	 	Intercompany Note
	 
	 	K	 	Issuance Notice
	 
	 	L	 	Joinder Agreement
	 
	 	M	 	Security Agreement
	 
	 	N	 	Intentionally Omitted
	 
	 	O	 	Subordination, Non-Disturbance and Attornment
	 
	 	P-1	 	Form of Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP
	 
	 	P-2	 	Form of Opinion of Lionel Sawyer & Collins
	 
	 	P-3	 	Form of Opinion of Duane Morris
	 
	 	Q	 	Perfection Certificate
	 
	 	R	 	Solvency Certificate







 


v












 




[Type text]




AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of August 18, 2010, is
entered into by and among LAS VEGAS SANDS, LLC, a Nevada limited liability company (“Borrower”),
CERTAIN AFFILIATES of Borrower, as Guarantors, the Lenders party hereto from time to time, THE BANK
OF NOVA SCOTIA (“Scotia Capital”), as administrative agent for the Lenders (together with its
permitted successors in such capacity, “Administrative Agent”) and as collateral agent (together
with its permitted successor in such capacity, “Collateral Agent”), GOLDMAN SACHS CREDIT PARTNERS
L.P. (“GSCP”), LEHMAN BROTHERS INC. (“Lehman Brothers”) and CITIGROUP GLOBAL MARKETS INC. (“Citi”),
as joint lead arrangers (GSCP, Lehman Brothers and Citi in such capacities, “Arrangers”), and as
syndication agents (GSCP, Lehman Brothers and Citi in such capacities, “Syndication Agents”), and
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse”), BARCLAYS CAPITAL INC. (“Barclays”) and
JPMORGAN CHASE BANK, N.A. (“JPM”), as documentation agents (Credit Suisse, Barclays and JPM in such
capacities, “Documentation Agents”).



RECITALS:




WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth
for such terms in Section 1.1 hereof;



WHEREAS, Borrower, certain affiliates of Borrower as guarantors, the lenders party thereto,
Administrative Agent, Collateral Agent and certain other parties thereto are party to that certain
Credit and Guaranty Agreement, dated as of May 23, 2007 (together with all Exhibits and Schedules
thereto and as amended through the date hereof, the “Existing Credit Agreement”), under which the
Lenders (as defined therein) agreed to extend certain credit facilities to Borrower, in an
aggregate amount not to exceed $5,000,000,000, consisting of (i) $3,000,000,000 aggregate principal
amount of Tranche B Term Loans, (ii) $600,000,000 aggregate principal amount of Delayed Draw I Term
Loans, (iii) $400,000,000 aggregate principal amount of Delayed Draw II Term Loans and (iv)
$1,000,000,000 aggregate principal amount of Revolving Commitments; and



WHEREAS, pursuant to the Amendment Agreement, Borrower, the Guarantors, the Requisite Lenders,
Administrative Agent and Collateral Agent have agreed to amend and restate the Existing Credit
Agreement in the form hereof to, among other things, set forth the terms and conditions of the
Extended Revolving Loans and Extended Term Loans and permit Borrower to issue additional
Indebtedness that would be secured on a pari passu basis with the Secured Obligations.


 


 









 





NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:



SECTION 1. DEFINITIONS AND INTERPRETATION




1.1. Definitions. The following terms used herein, including in the preamble, recitals,
exhibits and schedules hereto, shall have the following meanings:



“Adelson” means Sheldon G. Adelson, an individual.



“Adjusted Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an
Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (A) (i) the
rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative
Agent to be the offered rate which appears on the page of the Telerate Screen which displays an
average British Bankers Association Interest Settlement Rate (such page currently being page number
3740 or 3750, as applicable) for deposits (for delivery on the first day of such period) with a
term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London,
England time) on such Interest Rate Determination Date, or (ii) in the event the rate referenced in
the preceding clause (i) does not appear on such page or service or if such page or service shall
cease to be available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate
determined by Administrative Agent to be the offered rate on such other page or other service which
displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery
on the first day of such period) with a term equivalent to such period in Dollars, determined as of
approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or
(iii) in the event the rates referenced in the preceding clauses (i) and (ii) are not available,
the arithmetic average (rounded upward to the nearest 1/100 of one percent) of the offered
quotations, if any, to first class banks in the interbank Eurodollar market for Dollar deposits of
amounts in same day funds comparable to the respective principal amounts of the Eurodollar Rate
Loans of Administrative Agent for which the Adjusted Eurodollar Rate is then being determined with
maturities comparable to such Interest Period as of approximately 11:00 a.m. (London, England time)
on such Interest Rate Determination Date by (B) a percentage equal to 100% minus the stated
maximum rate of all reserve requirements (including any marginal, emergency, supplemental, special
or other reserves) applicable on such Interest Rate Determination Date to any member bank of the
Federal Reserve System in respect of “Eurocurrency liabilities” as defined in Regulation D (or any
successor category of liabilities under Regulation D).



“Administrative Agent” as defined in the preamble hereto.



“Adverse Proceeding” means any action, suit, proceeding, hearing (whether administrative,
judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on
behalf of Borrower or any of Material Subsidiaries) at law or in equity, or before or by any
Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending
or, to the knowledge of Borrower or any Material Subsidiary, threatened against or affecting
Borrower or any Material Subsidiary or any property of Borrower or any Material Subsidiary.



“Affected Lender” as defined in Section 2.18(b).



“Affected Loans” as defined in Section 2.18(b).



Credit and Guaranty Agreement



 


2









 





“Affiliate” means, as applied to any Person, any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with, that Person
(excluding, however, any trustee under, or any committee with responsibility for administering any
Pension Plan). With respect to any Lender, a Person shall be deemed to be “controlled by” another
Person if such other Person possesses, directly or indirectly, power to vote 51% or more of the
securities (on a fully diluted basis) having ordinary voting power for the election of directors,
managing general partners or managers, as the case may be. With respect to all other Persons,
“control” (including, with correlative meanings, the terms “controlling”, “controlled by” and
“under common control with”), as applied to any such other Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management and policies of that
Person, whether through the ownership of voting securities or by contract or otherwise;
provided, however, the beneficial owner of 20% or more of the voting Securities of
a Person shall be deemed to have control.



“Agent” means, individually, each of Administrative Agent, Syndication Agents, Collateral
Agent, Documentation Agents and each Arranger, and “Agents” means Administrative Agent, Syndication
Agents, Collateral Agent, Documentation Agents and Arrangers, collectively.



“Agent Affiliates” as defined in Section 10.1(b).



“Aggregate Amounts Due” as defined in Section 2.17.



“Aggregate Payments” as defined in Section 7.2.



“Agreement” means this Amended and Restated Credit and Guaranty Agreement, dated as of
August 18, 2010, as it may be amended, supplemented or otherwise modified from time to time.



“Aircraft Agreements” means each of the interchange and time sharing agreements among certain
Affiliates of Adelson, on the one hand, and LVSC and certain of its Affiliates, on the other hand,
providing for the shared use of aircraft owned by such Affiliates of Adelson and Affiliates of
LVSC, the allocation of costs relating thereto and time sharing arrangements with respect thereto,
including any such agreements in effect on the Closing Date, and any such agreements entered into
thereafter on terms not materially worse, taken as a whole, to the Credit Parties or the Lenders.



“Amendment Agreement” means the Amendment and Restatement Agreement dated August 17, 2010
among Borrower, the Guarantors, Administrative Agent, Collateral Agent and the Lenders party
thereto.




Credit and Guaranty Agreement




 


3









 





“Applicable Margin” and “Applicable Revolving Commitment Fee Percentage” mean (a) with respect
to Original Revolving Loans that are Eurodollar Rate Loans and the commitment fee payable on unused
Original Revolving Commitments, a percentage, per annum, determined by reference to the Corporate
Ratings as set forth below:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Applicable	 
	 	 	 	 	 	 	Applicable Margin	 	 	Revolving	 
	 	 	Corporate	 	 	for Original	 	 	Commitment Fee	 
	Levels	 	Ratings	 	 	Revolving Loans	 	 	Percentage	 
	I
	 	At least Ba1 and BB+	 	 	1.00	%	 	 	0.25	%
	II
	 	Less than Ba1 and BB+, but at least Ba2 and BB	 	 	1.25	%	 	 	0.375	%
	III
	 	Less than Ba2 and BB or no Corporate Rating	 	 	1.50	%	 	 	0.375	%






(b) with respect to Original Revolving Loans that are Base Rate Loans, a rate per annum equal to
(i) the Applicable Margin for Eurodollar Rate Loans as set forth in clause (a) above minus
(ii) 1.00% per annum, (c) with respect to Original Term Loans that are Eurodollar Rate Loans, (i) a
rate per annum equal to 1.50% in the event that the Corporate Ratings are Ba2 or BB or better and
(ii) a rate per annum equal to 1.75% if otherwise, (d) with respect to Original Term Loans that are
Base Rate Loans, a rate per annum equal to (i) the Applicable Margin for Eurodollar Rate Loans as
set forth in clause (c)(i) or (c)(ii), as applicable, minus (ii) 1.00% per annum, (e) with respect
to Extended Revolving Loans that are Eurodollar Rate Loans and the commitment fee payable on unused
Extended Revolving Commitments, a percentage, per annum, determined by reference to the Corporate
Ratings as set forth below:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Applicable	 
	 	 	 	 	 	 	Applicable Margin	 	 	Revolving	 
	 	 	Corporate	 	 	for Extended	 	 	Commitment Fee	 
	Levels	 	Ratings	 	 	Revolving Loans	 	 	Percentage	 
	I
	 	At least Ba1 and BB+	 	 	1.75	%	 	 	0.375	%
	II
	 	Less than Ba1 and BB+, but at least Ba2 and BB	 	 	2.00	%	 	 	0.50	%
	III
	 	Less than Ba2 and BB or no Corporate Rating	 	 	2.25	%	 	 	0.50	%





Credit and Guaranty Agreement



 


4









 





(f) with respect to Swing Line Loans and Extended Revolving Loans that are Base Rate Loans, a rate
per annum equal to (i) the Applicable Margin for Eurodollar Rate Loans as set forth in clause (e)
above minus (ii) 1.00% per annum, (g) with respect to Extended Term Loans that are Eurodollar Rate
Loans, (i) a rate per annum equal to 2.50% in the event that the Corporate Ratings are Ba2 or BB or
better and (ii) a rate per annum equal to 2.75% if otherwise, (h) with respect to Extended Term
Loans that are Base Rate Loans, a rate per annum equal to (i) the Applicable Margin for Eurodollar
Rate Loans as set forth in clause (g)(i) or (g)(ii), as applicable, minus (ii) 1.00% per annum.



Each change in the Applicable Margin resulting from a publicly announced change in the Corporate
Ratings shall be effective commencing on the date of the public announcement thereof and ending on
the date immediately preceding the effective date of the next such change.



For purposes of the foregoing, (i) if the Corporate Ratings established or deemed to have been
established by Moody’s and S&P shall fall within different “Levels” and the ratings differential is
one level, the higher rating will apply; (ii) if the Corporate Ratings established or deemed to
have been established by Moody’s and S&P shall fall within different “Levels” and the ratings
differential is two levels or more, the level one below the higher of the two ratings will apply;
(iii) if only one of Moody’s or S&P maintains Corporate Ratings, then, notwithstanding anything
herein to the contrary, the rating of such single rating agency will apply until such time as the
other rating agency maintains Corporate Ratings; and (iv) subject to clause (iii), if the rating
system of Moody’s or S&P shall change, or if Moody’s or S&P shall cease to be in the business of
issuing corporate ratings, Borrower, Administrative Agent and the Lenders shall negotiate in good
faith to amend this definition to reflect such changed rating system or the unavailability of
ratings from Moody’s or S&P, and, pending the effectiveness of any such amendment, the Corporate
Ratings shall be determined by reference to the Corporate Ratings most recently in effect prior to
such change or cessation.



“Applicable Threshold Price” as defined in Appendix C.



“Approved Electronic Communications” means any notice, demand, communication, information,
document or other material that any Credit Party provides to Administrative Agent pursuant to any
Credit Document or the transactions contemplated therein which is distributed to the Agents or to
the Lenders by means of electronic communications pursuant to Section 10.1(b).



“Asset Sale” means the sale or other transfer by a Credit Party to any Person of (a) any of
the stock of any of such Credit Party’s direct Subsidiaries, (b) substantially all of the assets of
any division or line of business of a Credit Party, or (c) any other assets (whether tangible or
intangible) of a Credit Party (other than (i) inventory or goods sold in the ordinary course of
business, or (ii) any other assets to the extent that the aggregate fair market value of such
assets sold during any Fiscal Year is less than or equal to $15,000,000).



“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form
of Exhibit A, with such amendments or modifications as may be approved by Administrative
Agent, and solely for purposes of assignments to LVSC pursuant to
and in accordance with the terms and conditions of Section 10.6(j), an Auction Assignment
Agreement.



Credit and Guaranty Agreement





 


5









 






“Assignment Effective Date” as defined in Section 10.6(b).



“Auction Assignment Agreement” means, with respect to any assignment by a Lender to LVSC
pursuant to Section 10.6(j), an Auction Assignment Agreement in the form reasonably acceptable to
Borrower supplied by the Auction Manager to the Lenders at the time the applicable Offer Document
is posted to the Lenders on IntraLinks/IntraAgency or another substantially equivalent website.



“Auction Certificate” as defined in Section 10.6(j)(i).



“Auction Loan Purchase” means any purchase of any tranche of Term Loans by LVSC, together with
the simultaneous cancellation of such Term Loans, in each case pursuant to and in accordance with
the terms and conditions of Section 10.6(j).



“Auction Manager” means, with respect to any Auction Loan Purchase pursuant to and in
accordance with the terms and conditions of Section 10.6(j), Goldman Sachs Lending Partners LLC in
its capacity as sub-agent and auction manager for Administrative Agent pursuant to Section 9.3(c).



“Auction Purchase Effective Date” as defined in Section 10.6(j)(vi).



“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and
hereafter in effect, or any successor statute.



“Barclays” as defined in the preamble hereto.



“Base Rate” means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in
effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%.
Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective on the effective day of such change in the Prime Rate or the Federal Funds
Effective Rate, respectively.



“Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base
Rate.



“Beneficiary” means each Agent, Issuing Bank, Swing Line Lender, Lender and Lender
Counterparty.



“Board of Governors” means the Board of Governors of the United States Federal Reserve System,
or any successor thereto.



“Borrower” as defined in the preamble hereto.




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“Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal
holiday under the laws of the State of New York or is a day on which banking
institutions located in such state are authorized or required by law or other governmental
action to close and (ii) with respect to all notices, determinations, fundings and payments in
connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day”
shall mean any day which is a Business Day described in clause (i) and which is also a day for
trading by and between banks in Dollar deposits in the London interbank market. If an action is
required to be taken in this Agreement on or no later than a day that is not a Business Day, such
action shall be required to be taken on or no later than the next succeeding Business Day.



“Capital Lease” as applied to any Person, means any lease of any property (whether real,
personal or mixed) by that Person as lessee that, in conformity with GAAP, is accounted for as a
capital lease on the balance sheet of that Person. For purposes of this Agreement and each other
Credit Document, the amount of a Person’s obligation under a Capital Lease shall be the capitalized
amount thereof, determined in accordance with GAAP, and the stated maturity thereof shall be the
date of the last payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be terminated by the lessee without payment of a premium or a penalty.



“Cash” means money, currency or a credit balance in any demand or Deposit Account.



“Cash Equivalents” means, as at any date of determination, (i) marketable securities
(a) issued or directly and unconditionally guaranteed as to interest and principal by the United
States Government or (b) issued by any agency of the United States the obligations of which are
backed by the implied faith and credit of the United States, in each case maturing within one year
after such date; (ii) marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state, municipality or any public instrumentality
thereof, in each case, maturing within one year after such date and having, at the time of the
acquisition thereof, a rating of AAA/AAA from S&P or A1/VMIG-1 from Moody’s; (iii) commercial paper
maturing no more than one year from the date of creation thereof and having, at the time of the
acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iv) corporate
notes issued with maturities of one year or less from the date of acquisition that are rated at
least A by S&P and A by Moody’s; (v) auction rate securities and variable rate demand notes
provided that the credit quality and the availability of principal or effective maturity,
specifically the “reset period” or “put”, are consistent with clause (ii) above; (vi) time deposit
accounts, money market deposits, certificates of deposit or bankers’ acceptances maturing within
one year after such date and issued or accepted by any Lender or by any commercial bank organized
under the laws of the United States of America or any state thereof or the District of Columbia or
Canada that (a) is at least “adequately capitalized” (as defined in the regulations of its primary
Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less
than $100,000,000; (vii) repurchase obligations with a term of not more than 180 days for
underlying securities of these types described in clauses (i), (ii) and (vi) above; (viii) shares
of any money market mutual fund that (a) has substantially all of its assets invested continuously
in the types of investments referred to in clauses (i), (ii), (iii), (iv) and (v) above, (b) has
net assets of not less than $500,000,000, (c) complies with the criteria set forth in rule 2a-7
under the Investment Company Act of 1940 and (d) has the highest rating obtainable from either S&P
or Moody’s; and (ix) Tri-Party and Deliverable Repurchase
agreements that are fully collateralized to at least 102% of market value by U.S. Treasury and
Government Agency securities.


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“Cash Management Services” means treasury and cash management services (including controlled
disbursements, zero balance arrangements, cash sweeps, automated clearinghouse transactions, credit
or debit card transactions, return items, overdrafts, temporary advances, interest and fees and
interstate depository network services or similar transactions) provided to any Credit Party.



“Casino Level Mall Lease” means collectively, (a) the Casino Level Restaurant/Retail Master
Lease between VCR and Grand Canal, dated as of May 14, 2004, with respect to the lease of certain
restaurant and retail space on the ground floor of the Venetian Facility to Grand Canal and (b) the
Palazzo Casino Level Restaurant/Retail Master Lease by and between VCR, as lessor, and Phase II
Mall Subsidiary, as lessee, dated February 29, 2008, with respect to the lease of certain
restaurant and retail space on the ground floor of the Palazzo Facility to Phase II Mall
Subsidiary.



“Central Park West Site” means the approximately 18.7 acres of real property owned by Borrower
located near the intersection of Sands Avenue and Koval Lane.



“Central Plant” means the “Electric Substation” and the “HVAC Space”, as each such term is
defined in the Cooperation Agreement.



“Certificate re Non-Bank Status” means a certificate substantially in the form of
Exhibit B.



“Change of Control” means any sale, pledge or other transfer (excluding any transfer of
Securities by Adelson for the purposes of providing estate planning and gifts reasonably acceptable
to the Administrative Agent) of Securities whereby (a) (i) Adelson and/or his Affiliates or Related
Parties cease to own, directly or indirectly, at least 35% of the voting Securities of LVSC, or
(ii) any Person or group of Persons (other than Adelson and/or his Affiliates or Related Parties),
owns directly or indirectly, a greater percentage of the voting Securities of LVSC than Adelson
and/or his Affiliates or Related Parties, (b) LVSC ceases to own (either directly, or indirectly)
100% of the Equity Interests of Borrower, (c) except as otherwise permitted by Section 6.7(a) ,
(c), (d), (h) or (s), Borrower ceases to own directly or indirectly 100% of the Equity Interests
(other than preferred Equity Interests held by third parties on the Closing Date, Equity Interests
in Guarantors acquired or formed after the Closing Date, and any Equity Interests required to be
held by a non-Affiliate in order to comply with applicable gaming laws and regulations or other
Governmental Acts or laws) of each of the Guarantors; or (d) a “Change of Control” (or similar
term) as defined in (i) the LVSC Notes Indenture, (ii) any other instrument evidencing Indebtedness
of LVSC in excess of $250,000,000, or (iii) any other instrument evidencing Indebtedness of any
Credit Party permitted hereunder and issued after the Closing Date in excess of $250,000,000, shall
occur.



“Citi” as defined in the preamble hereto.




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“Class” means (i) with respect to Lenders, each of the following classes of Lenders:
(a) Lenders having Original Tranche B Term Loans, (b) Lenders having Extended
Tranche B Term Loans, (c) Lenders having Original Delayed Draw I Term Loans, (d) Lenders
having Extended Delayed Draw I Term Loans, (e) Lenders having Original Delayed Draw II Term Loans,
(f) Lenders having Extended Delayed Draw II Term Loans, (g) Declining Revolving Lenders having
Revolving Exposure (including Swing Line Loans), (h) Extending Revolving Lenders having Revolving
Exposure (including Swing Line Loans) and (i) Lenders having New Term Loan Exposure of each
applicable Series, and (ii) with respect to Loans, each of the following classes of Loans:
(a) Original Tranche B Term Loans, (b) Extended Tranche B Term Loans, (c) Original Delayed Draw I
Term Loans, (d) Extended Delayed Draw I Term Loans, (e) Original Delayed Draw II Term Loans, (f)
Extended Delayed Draw II Term Loans, (g) Original Revolving Loans (including Swing Line Loans) (h)
Extended Revolving Loans (including Swing Line Loans) and (i) each Series of New Term Loans.



“Closing Date” means May 23, 2007, the date on which the Tranche B Term Loans were made.



“Collateral” means, collectively, all of the real, personal and mixed property (excluding
Equity Interests) in which Liens are purported to be granted pursuant to the Collateral Documents
as security for the Secured Obligations.



“Collateral Agent” as defined in the preamble hereto.



“Collateral Documents” means the Security Agreement, the Intellectual Property Security
Agreements, the Deeds of Trust, the Subordination, Non-Disturbance and Attornment Agreements, and
all other instruments, documents and agreements delivered by any Credit Party pursuant to this
Agreement or any of the other Credit Documents in order to grant to Collateral Agent, for the
benefit of Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as
security for the Secured Obligations.



“Commercial Letter of Credit” means any letter of credit or similar instrument issued for the
purpose of providing the financing payment mechanism in connection with the purchase of any
materials, goods or services by a Credit Party.



“Commitment” means any Revolving Commitment or Term Loan Commitment.



“Commitment Reduction” has the meaning assigned to such term in the Amendment Agreement.



“Compliance Certificate” means a Compliance Certificate substantially in the form of
Exhibit D.




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“Conforming L/C” means an unconditional, direct pay letter of credit which (a) is obtained by
LVSC or Adelson or one of his Affiliates or Related Parties (but not the Credit Parties),
(b) either (i) has an expiration date of not less than 24 months or (ii) has an expiration date of
not less than 12 months with an automatic extension of one 12-month period unless the issuer of
such letter of credit gives Administrative Agent not less than 60 days prior written notice that it
will not renew the letter of credit for such successive term, (c) either (i) is irrevocable or
(ii) provides that the issuer will deliver not less than 60 days prior written notice to
Administrative Agent of its intention to revoke such letter of credit, (d) is issued by a financial
institution acceptable to Administrative Agent in its reasonable judgment and (e) is
otherwise in form and substance acceptable to Administrative Agent in its reasonable judgment;
provided that any such letter of credit shall only qualify as a Conforming L/C if it states
that it may be drawn upon by Administrative Agent and applied in accordance with the terms of this
Agreement upon the occurrence of any Conforming L/C Draw Event; provided, further,
that no Credit Party shall have any obligations (contingent or otherwise) in respect of any such
letter of credit or any reimbursement agreement applicable thereto.



“Conforming L/C Draw Event” means, during the time that the Conforming L/C remains in full
force and effect, the occurrence of any of the following (a) an Event of Default (which is
continuing and has not been waived) set forth in Sections 8.1(a) , (b), (f), (g), (m) or resulting
from a breach of any of the covenants set forth in Section 6.6 (other than any such breach cured by
the posting of such Conforming L/C pursuant to the last sentence of the definition of Consolidated
Adjusted EBITDA); (b) if such Conforming L/C has a maturity of less than 24 months, either
(x) Administrative Agent’s receipt of notice from the issuer of the Conforming L/C that such issuer
will not renew the Conforming L/C or (y) the date that is five days prior to the expiration of the
Conforming L/C if the Administrative Agent has not received evidence of the renewal thereof;
provided that the Administrative Agent may not draw down on the Conforming L/C under such
circumstances if, and only if, Adelson or his Affiliates or Related Parties substitute cash equity
in Borrower in an amount equal to the face amount of the Conforming L/C in lieu of the Conforming
L/C on or before the date that is five days prior to the expiration thereof (such equity to be
substituted for the withdrawn Conforming L/C in the calculation of Consolidated Adjusted EBITDA);
or (c) Administrative Agent’s receipt of notice from the issuer of the Conforming L/C that such
issuer intends to revoke, terminate or cancel the Conforming L/C; provided that
Administrative Agent may not draw down on the Conforming L/C under such circumstances if, and only
if, Adelson or his Affiliates or Related Parties substitute cash equity in Borrower in an amount
equal to the face amount of the Conforming L/C in lieu of the Conforming L/C on or before the date
that is five days prior to the revocation, termination or cancellation thereof (such equity to be
substituted for the withdrawn Conforming L/C in the calculation of Consolidated Adjusted EBITDA).



“Consolidated Adjusted EBITDA” means, for any period, the sum of the amounts (without
duplication) for such period of (a) Consolidated Net Income, (b) Consolidated Interest Expense,
(c) provision for taxes based on income to the extent deducted in calculating Consolidated Net
Income, (d) total depreciation expense, (e) total amortization expense, and (f) total pre-opening
and development expenses, (g) total amortization of deferred gain and deferred rent incurred as a
result of the sale of the retail mall space within the Venetian Facility, and (h) other non-cash
items reducing Consolidated Net Income (excluding any such non-cash item to the extent that it
represents an accrual or reserve for potential cash items in any future period or amortization of a
non-extraordinary cash item prepaid in the ordinary course of business in a prior period),
less other non-cash items increasing Consolidated Net Income (excluding any such non-cash
item to the extent it represents the reversal of an accrual or reserve for potential cash item in
any prior period), all of the foregoing as determined on a consolidated basis for the Credit
Parties in conformity with GAAP. Any cash equity contributions or Permitted Shareholder
Subordinated Indebtedness made by LVSC, Adelson or any of his Affiliates or Related Parties (other
than one of the Credit Parties) to Borrower (to the extent such proceeds remain with a Credit
Party) and/or the face



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amount
of any Conforming L/C delivered to Administrative Agent for the benefit of the Lenders during any quarter and during a period of 20 days following
such quarter, in an aggregate amount for such cash equity contributions and face amounts of
Conforming L/Cs not to exceed $50,000,000 per quarter, may at the written election of Borrower be
included in Consolidated Adjusted EBITDA for such quarter for purposes of Section 6.6,
provided that Borrower may not include such cash equity contributions or the face amount of
the Conforming L/C, or any combination thereof, in Consolidated Adjusted EBITDA (a) if any
Conforming L/C Draw Event or any Event of Default or Potential Event of Default (other than the
Event of Default or Potential Event of Default being cured thereby) has occurred and is continuing
at the time such cash contribution is made or such Conforming L/C is provided to Administrative
Agent, (b) if such cash equity contributions and/or Conforming L/Cs are utilized under Section 6.3
or (c) in any event, after two consecutive Fiscal Quarters unless, following any exercise of such
election to include any such cash equity contributions and/or face amount of any Conforming L/C in
Consolidated Adjusted EBITDA, Borrower have thereafter been in compliance with Section 6.6 on a
rolling four quarter basis occurring after such election (without giving affect to any previous
cash contributions or Conforming L/C) for at least one Fiscal Quarter.



“Consolidated Interest Coverage Ratio” means, as of any Quarterly Date, the ratio computed for
the period consisting of the Fiscal Quarter as to which such Quarterly Date relates and each of the
three immediately preceding Fiscal Quarters of (a) Consolidated Adjusted EBITDA (for all such
Fiscal Quarters) to (b) the sum (for all such Fiscal Quarters) of Consolidated Interest Expense.



“Consolidated Interest Expense” means, for any period, total interest expense (including that
portion attributable to Capital Leases in accordance with GAAP and capitalized interest), net of
interest income, of the Credit Parties on a consolidated basis with respect to all outstanding
Indebtedness of the Credit Parties (other than non-cash interest on Permitted Subordinated
Indebtedness), including all commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers’ acceptance financing and net costs under Hedging Agreements,
plus (except for purposes of calculating the Consolidated Interest Coverage Ratio in
connection with payments pursuant to Section 6.5(a)) all Restricted Payments made by Borrower to
LVSC in accordance with Section 6.5(h) of this Agreement, but excluding, however, amortization of
debt issuance costs and deferred financing fees including any amounts referred to in Section 2.11
payable to Agents or Lenders, and any fees and expenses payable to Agents or Lenders in connection
with this Agreement on or prior to the Closing Date.



“Consolidated Leverage Ratio” means, as of any date, the ratio of (a) Consolidated Total Debt
outstanding on such date to (b) Consolidated Adjusted EBITDA computed for the period consisting of,
if such date is a Quarterly Date, the Fiscal Quarter ending on such date and each of the three
immediately preceding Fiscal Quarters, or if such date is not a Quarterly Date, the four full
Fiscal Quarters most recently ended. In any period of four consecutive Fiscal Quarters in which a
Permitted Acquisition or Significant Asset Sale occurs, the Consolidated Leverage Ratio shall be
determined on a pro forma basis in accordance with Section 1.4.




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“Consolidated Net Income” means, for any period, the net income (or loss) of the Credit
Parties on a consolidated basis for such period taken as a single accounting period
determined in conformity with GAAP and before any reduction in respect of preferred stock
dividends; provided that there shall be excluded, without duplication, (a) the income (or
loss) of any Person (other than a Credit Party or a Restaurant Joint Venture), except to the extent
of the amount of dividends or other distributions actually paid to the Credit Parties by such
Person during such period, (b) any amounts accrued that are paid or payable to managers of
Restaurant Joint Ventures as management fees, or to equity owners (other than Credit Parties) in
Restaurant Joint Ventures in accordance with their percentage of Equity Interests therein, (c) the
income (or loss) of any Person accrued prior to the date it is merged into or consolidated with
Borrower or any other Credit Party or that Person’s assets are acquired by Borrower or any other
Credit Party, (d) any after-tax gains or losses attributable to (i) Asset Sales consummated
pursuant to Section 6.7(a) , (d), (q) or (r), (ii) returned surplus assets of any Pension Plan or
(iii) the disposition of any Securities or the extinguishment of any Indebtedness of any Person or
any of its restricted subsidiaries, (e) dividends or distributions from any Excluded Subsidiary to
Borrower or any other Credit Party which are used to fund their share of any applicable tax
payments to be made under the Tax Sharing Agreement, (f) the effect of non-cash accounting
adjustments resulting from a change in the tax status of a flow-through tax entity to a
“C-corporation” or other entity taxed similarly, (g) any net extraordinary gains or net
extraordinary losses and (h) any refinancing (or, in the case of the Amendment Agreement,
transaction) costs, amortization or charges (including premiums, costs, amortization and charges
associated with the Amendment Agreement and the transactions contemplated thereby or any permitted
refinancing of the New Senior Secured Notes, the LVSC Notes or any of the Obligations).



“Consolidated Senior Leverage Ratio” means, at any time of determination, the ratio of
(a) Consolidated Total Senior Debt outstanding on such date to (b) Consolidated Adjusted EBITDA
computed for the period consisting of the most recently ended Fiscal Quarter and each of the three
immediately preceding Fiscal Quarters. In any period of four consecutive Fiscal Quarters in which
a Permitted Acquisition or Significant Asset Sale occurs, the Consolidated Senior Leverage Ratio
shall be determined on a pro forma basis in accordance with Section 1.4.



“Consolidated Total Debt” means, as at any date of determination: (i) the aggregate stated
balance sheet amount of all Indebtedness of the Credit Parties (other than any Shareholder
Subordinated Indebtedness), determined on a consolidated basis in accordance with GAAP;
plus (ii) all Indebtedness of LVSC that is guaranteed by the Credit Parties; minus
(iii) the aggregate stated balance sheet amount of unrestricted Cash and Cash Equivalents
(including, in any event, deposits received from Palazzo Condo Tower Sales) of the Credit Parties
in excess of $75,000,000 determined on a consolidated basis in accordance with GAAP as of such
date.



“Consolidated Total Senior Debt” means as at any date of determination, Consolidated Total
Debt, less the sum of (x) Permitted Subordinated Indebtedness and (y) the aggregate amount
of the LVSC Notes, the aggregate amount of the New Senior Secured Notes (to the extent the proceeds
thereof are used to refinance LVSC Notes), and Indebtedness under the LVSC Aircraft Financing
guaranteed by the Credit Parties.



“Contractual Obligation” means, as applied to any Person, any provision of any Security issued
by that Person or of any indenture, mortgage, deed of trust, contract, undertaking,
agreement or other instrument to which that Person is a party or by which it or any of its
properties is bound or to which it or any of its properties is subject.


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“Contributing Guarantors” as defined in Section 7.2.



“Conversion/Continuation Date” means the effective date of a continuation or conversion, as
the case may be, as set forth in the applicable Conversion/Continuation Notice.



“Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the
form of Exhibit E.



“Cooperation Agreement” means that certain Fourth Amended and Restated Reciprocal Easement,
Use and Operating Agreement, dated as of February 29, 2008, as amended as of October 7, 2008,
entered into by and among VCR, PCT, Grand Canal, Phase II Mall Subsidiary and Interface.



“Core Assets” means the Venetian Facility (other than the convention, exhibition,
entertainment, ballroom, restaurant, retail and meeting space therein) and the Palazzo Project
(other than the Palazzo Condo Tower, the Palazzo Mall, any other restaurant and retail space
therein and any convention, exhibition, entertainment, ballroom or meeting space therein).



“Corporate Ratings” means LVSC’s corporate family rating by Moody’s or LVSC’s corporate or
issuer credit rating by S&P, as applicable.



“Counterpart Agreement” means a Counterpart Agreement substantially in the form of
Exhibit F delivered by a Credit Party pursuant to Section 5.11.



“Credit Date” means the date of a Credit Extension.



“Credit Document” means this Agreement, the Amendment Agreement, the Notes, any applications
for, or reimbursement agreements or other documents or certificates executed by Borrower in favor
of an Issuing Bank relating to the Letters of Credit, the Collateral Documents, any First Lien
Intercreditor Agreement, any intercreditor or similar agreements entered into in connection with a
FF&E Facility and each other agreement that expressly states by its terms that it is a Credit
Document.



“Credit Extension” means the making of a Loan or the issuing of a Letter of Credit.



“Credit Party” means Borrower and each Restricted Subsidiary.



“Credit Suisse” as defined in the preamble hereto.



“Declining Revolving Lender” has the meaning assigned to such term in the Amendment Agreement.



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“Deeds of Trust” means (a) the Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and
Leases, Security Agreement and Fixture Filing, dated as of the Closing
Date, granted by VCR and Borrower to the Title Company, for the benefit of Collateral Agent,
as agent for the Secured Parties, substantially in the form of Exhibit G-1, (b) the Deed of
Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture
Filing, dated as of the Closing Date, granted by VCR to the Title Company, for the benefit of
Collateral Agent, as agent for the Secured Parties, substantially in the form of
Exhibit G-2, (c) the Deed of Trust, Assignment of Rents and Leases, Security Agreement and
Fixture Filing, dated as of the Closing Date, granted by Borrower to the Title Company, for the
benefit of the Collateral Agent, as agent for the Secured Parties, substantially in the form of
Exhibit G-3 annexed hereto, (d) the Deed of Trust, Leasehold Deed of Trust, Assignment of
Rents and Leases, Security Agreement and Fixture Filing, dated as of the Closing Date, granted by
Interface to the Title Company, for the benefit of Collateral Agent, as agent for the Secured
Parties, substantially in the form of Exhibit G-4, (e) the Deed of Trust, Leasehold Deed of
Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of the
Closing Date, granted by Phase II Mall Subsidiary to the Title Company, for the benefit of
Collateral Agent, as agent for the Secured Parties, substantially in the form of
Exhibit G-5, (f) the Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and
Leases, Security Agreement and Fixture Filing granted by the applicable Credit Party to the Title
Company, for the benefit of Collateral Agent, as agent for the Secured Parties, substantially in
the form of Exhibit G-1 together with confirming changes as necessary to cover the Palazzo
Condo Tower Site, and (g) any additional mortgages required to be granted in favor of the Lenders
pursuant to Section 5.12.



“Default Excess” means, with respect to any Defaulting Lender, the excess, if any, of such
Defaulting Lender’s Pro Rata Share of the aggregate outstanding principal amount of Loans of all
Lenders (calculated as if all Defaulting Lenders (including such Defaulting Lender) had funded all
of their respective Defaulted Loans) over the aggregate outstanding principal amount of all Loans
of such Defaulting Lender.



“Default Period” means, with respect to any Defaulting Lender, the period commencing on the
date of the applicable Funding Default and ending on the earliest of the following dates: (i) the
date on which all Commitments are cancelled or terminated and/or the Obligations are declared or
become immediately due and payable, (ii) the date on which (a) the Default Excess with respect to
such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting
Lender of any Defaulted Loans of such Defaulting Lender or by the non-pro rata application of any
voluntary or mandatory prepayments of the Loans in accordance with the terms of Section 2.13 or
Section 2.14 or by a combination thereof) and (b) such Defaulting Lender shall have delivered to
Borrower and Administrative Agent a written reaffirmation of its intention to honor its obligations
hereunder with respect to its Commitments, and (iii) the date on which Borrower, Administrative
Agent and Requisite Lenders waive all Funding Defaults of such Defaulting Lender in writing.



“Defaulted Loan” as defined in Section 2.22.



“Defaulting Lender” as defined in Section 2.22.



“Delayed Draw Term Loan” means a Delayed Draw I Term Loan and/or a Delayed Draw II Term Loan.




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“Delayed Draw I Term Loan” means a Loan made by a Lender to Borrower pursuant to
Section 2.1(c) of the Existing Credit Agreement.



“Delayed Draw II Term Loan” means a Loan made by a Lender to Borrower pursuant to
Section 2.1(d) of the Existing Credit Agreement.



“Delayed Draw I Term Loan Maturity Date” means the Original Delayed Draw I Term Loan Maturity
Date or the Extended Delayed Draw I Term Loan Maturity Date, as applicable.



“Delayed Draw II Term Loan Maturity Date” means the Original Delayed Draw II Term Loan
Maturity Date or the Extended Delayed Draw II Term Loan Maturity Date, as applicable.



“Delayed Draw I Term Loan Note” means a promissory note in the form of Exhibit H-1, as
it may be amended, supplemented or otherwise modified from time to time.



“Delayed Draw II Term Loan Note” means a promissory note in the form of Exhibit H-5,
as it may be amended, supplemented, or otherwise modified from time to time.



“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings
and loan association, credit union or like organization, other than an account evidenced by a
negotiable certificate of deposit.



“Documentation Agents” as defined in the preamble hereto..



“Dollars” and the sign “$” mean the lawful money of the United States of America.



“Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of
America, any State thereof or the District of Columbia.



“Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund
(any two or more Related Funds being treated as a single Eligible Assignee for all purposes
hereof), (ii) any commercial bank, insurance company, investment or mutual fund or other entity
that is an “accredited investor” (as defined in Regulation D under the Securities Act) and
(iii) solely for purposes of assignments of Term Loans pursuant to and in accordance with the terms
and conditions of Section 10.6(j), LVSC; in each case, which Person shall not have been denied an
approval or a license, or found unsuitable under the Nevada Gaming Laws or Pennsylvania Gaming Laws
applicable to Lenders and which, with respect to clauses (i) and (ii), extends credit or buys
loans; provided that other than as expressly set forth in clause (iii) of this definition,
no Credit Party, nor LVSC or any Subsidiary of LVSC shall be an Eligible Assignee; provided
further that with respect to clauses (i) and (ii), so long as no Event of Default shall have
occurred and be continuing, no (x) Person that owns or operates a casino located in Singapore,
Macau, the United Kingdom, the States of Nevada, New Jersey, Massachusetts or Pennsylvania, or any
other jurisdiction in which Borrower or any of its Subsidiaries has obtained or applied for a
Gaming License (or is an Affiliate of such a Person) shall be an Eligible Assignee;
provided that a passive



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investment constituting less than 10% of the common stock of any
such casino shall not constitute ownership thereof for the purposes of this definition, (y) Person that
owns or operates a convention, trade show, conference center or exhibition facility in Singapore,
Macau, the United Kingdom, Las Vegas, Nevada or Clark County, Nevada or the States of New Jersey,
Massachusetts or Pennsylvania, or any other jurisdiction in which Borrower or any of its
Subsidiaries owns, operates or is developing a convention, trade show, conference center or
exhibition facility (or an Affiliate of such a Person) shall be an Eligible Assignee;
provided that a passive investment constituting less than 10% of the common stock of any
such convention or trade show facility shall not constitute ownership for the purpose of this
definition, or (z) union pension fund shall be an Eligible Assignee; provided that any
intermingled fund or managed account which has as part of its assets under management the assets of
a union pension fund shall not be disqualified from being an Eligible Assignee hereunder so long as
the manager of such fund is not controlled by a union; provided further that after giving
effect to the assignments referred to in clause (iii) above and the related cancellations of the
Loans and/or Commitments cancelled in connection with the applicable Auction Loan Purchase, no more
than 20% of the aggregate Loans and/or Commitments at any time outstanding may be held by Adelson
or any of his Related Parties or Affiliates in the aggregate, and such Persons shall not be
eligible to cast votes on any matters subject to Lender approval hereunder and shall be disregarded
in calculating “Requisite Lenders” or any other required voting percentage hereunder.



“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA
which is or was sponsored, maintained or contributed to by, or required to be contributed by,
Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates.



“Engagement Letters” means (i) that certain Engagement Letter, dated as of April 20, 2007, by
and among Borrower and the Arrangers and Agents (as defined in the Existing Credit Agreement) and
(ii) that certain Engagement Letter dated July 28, 2010, by and among Borrower, Credit Suisse and
Barclays, relating to the Amendment Agreement.



“Environmental Claim” means any investigation, notice, notice of violation, claim, action,
suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise),
by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with
any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous
Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any
actual or alleged damage, injury, threat or harm to health, natural resources or the environment.



“Environmental Laws” means any and all Legal Requirements relating to (a) environmental
matters, including those relating to any Hazardous Materials Activity, (b) the generation, use,
storage, transportation or disposal of Hazardous Materials, or (c) the protection of human, plant
or animal health or welfare, in any manner applicable to Borrower or any of its Subsidiaries or any
of their Facilities, including the Comprehensive Environmental Response, Compensation, and
Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation
Act (49 U.S.C. § 1801 et seq.), the Resource Conservation and Recovery Act
(42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C.
§ 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the
Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Federal Insecticide,
Fungicide and Rodenticide Act (7 U.S.C. §136 et



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seq.), the Oil Pollution Act (33
U.S.C. § 2701 et seq.), the Emergency
Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), the Nevada Hazardous Materials law
(NRS Chapter 459), the Nevada Solid Waste/Disposal of Garbage or Sewage law (NRS 444.440 to
444.650, inclusive), the Nevada Water Controls/Pollution law (NRS Chapter 445A), the Nevada Air
Pollution law (NRS Chapter 445B), the Nevada Cleanup of Discharged Petroleum law (NRS 590.700 to
590.920, inclusive), the Nevada Control of Asbestos law (NRS 618.750 to 618.850), the Nevada
Appropriation of Public Waters law (NRS 533.324 to 533.4385, inclusive), the Nevada Artificial
Water Body Development Permit law (NRS 502.390), the Nevada Protection of Endangered Species,
Endangered Wildlife Permit (NRS 503.585), Endangered Flora Permit law (NRS 527.270), the Atomic
Energy Act of 1954 (42 U.S.C. Section 2011 et seq.), the Safe Drinking Water Act
(42 U.S.C. Sections 300f et seq.), the Surface Mining Control and Reclamation Act
of 1974 (30 U.S.C. Sections 1201 et seq.), and the Uranium Mill Tailings Radiation
Control Act of 1978 (42 U.S.C. Section 7901 et seq.), each as amended or
supplemented, any analogous present or future state or local statutes or laws, and any regulations
promulgated pursuant to any of the foregoing.



“Equity Interests” means any and all shares, interests, participations or other equivalents
(however designated) of capital stock of a corporation, any and all equivalent ownership interests
in a Person (other than a corporation), including partnership interests and membership interests,
and any and all warrants, rights or options to purchase or other arrangements or rights to acquire
any of the foregoing.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and any successor thereto.



“ERISA Affiliate” means, as applied to any Person, (a) any corporation which is a member of a
controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code
of which that Person is a member; (b) any trade or business (whether or not incorporated) which is
a member of a group of trades or businesses under common control within the meaning of
Section 414(c) of the Internal Revenue Code of which that Person is a member; and (c) any member of
an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue
Code of which that Person, any corporation described in clause (a) above or any trade or business
described in clause (b) above is a member. Any former ERISA Affiliate of Borrower or any of its
Subsidiaries shall continue to be considered an ERISA Affiliate of Borrower or such Subsidiary
within the meaning of this definition with respect to the period such entity was an ERISA Affiliate
of Borrower or such Subsidiary and with respect to liabilities arising after such period for which
Borrower or such Subsidiary could be liable under the Internal Revenue Code or ERISA.



“ERISA Event” means (a) a “reportable event” within the meaning of Section 4043 of ERISA and
the regulations issued thereunder with respect to any Pension Plan (excluding those for which the
provision for 30-day notice to the PBGC has been waived by regulation); (b) the failure to meet the
minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension
Plan (whether or not waived in accordance with Section 412(c) of the Internal Revenue Code) or the
failure to make any required contribution to a Multiemployer Plan; (c) the provision by the
administrator of any Pension Plan pursuant to Section 4041(a) (2) of ERISA of a notice of intent to
terminate such plan in a distress termination described in Section 4041(c) of



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ERISA; (d) the
withdrawal by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or
more contributing sponsors or the termination of any such Pension Plan resulting in liability to
Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to
Section 4063 or 4064 of ERISA; (e) the institution by the PBGC of proceedings to terminate any
Pension Plan, or the occurrence of any event or condition which would reasonably be likely to
constitute grounds under ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan; (f) the imposition of liability on Borrower, any of its Subsidiaries
or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by
reason of the application of Section 4212(c) of ERISA; (g) the withdrawal of Borrower, any of its
Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal
(within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan that would
reasonably be likely to result in liability to Borrower, any of its Subsidiaries or any of their
respective ERISA Affiliates therefor, or the receipt by Borrower, any of its Subsidiaries or any of
their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in
reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to
terminate or has terminated under Section 4041A or 4042 of ERISA; (h) the occurrence of an act or
omission which would reasonably be expected to give rise to the imposition on Borrower, any of its
Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related
charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or
(l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (i) the assertion of a
material claim (other than routine claims for benefits) against any Employee Benefit Plan other
than a Multiemployer Plan or the assets thereof, or against Borrower, any of its Subsidiaries or
any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (j) receipt
from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other
Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code)
to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming
part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the
Internal Revenue Code; (k) the imposition of a Lien pursuant to Section 430(k) of the Internal
Revenue Code or pursuant to ERISA with respect to any Pension Plan; (l) a determination that any
Pension Plan is, or is expected to be, in “at risk” status (as defined in Section 430(i)(4) of the
Internal Revenue Code or Section 303(i)(4) of ERISA; or (m) receipt of notice by Borrower, any of
its Subsidiaries or any of their ERISA Affiliates of a determination that a Multiemployer Plan is,
or is expected to be, in “endangered” or “critical” status (as defined in Section 432 of the
Internal Revenue Code or Section 305 of ERISA).



“Eurodollar Rate Loan” means a Loan bearing interest at a rate determined by reference to the
Adjusted Eurodollar Rate.



“Event of Default” means each of the conditions or events set forth in Section 8.1.



“Event of Loss” means, with respect to any property or asset (tangible or intangible, real or
personal), any of the following: (a) any loss, destruction or damage of such property or asset;
(b) any actual condemnation, seizure or taking by exercise of the power of eminent domain or
otherwise of such property or asset, or confiscation of such property or asset or the requisition
of the use of such property or asset; or (c) any settlement in lieu of clause (b) above.




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“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and
any successor statute



“Excluded Information” as defined in Section 10.6(j)(iii).



“Excluded Subsidiary” means (i) any foreign Subsidiaries of Borrower or Interface, (ii) VML US
Finance LLC and its Subsidiaries, (iii) Sands China Ltd. and its Subsidiaries, (iv) WDR, LLC, (v)
Paiza Air, LLC, (vi) GBF, LLC, (vii) LV Noodle Concept, LLC, (viii) all of the PA Subsidiaries,
(ix) each Restaurant Joint Venture, (x) Grand Canal Shops Mall MM Subsidiary, Inc., and (xi) any
subsidiary designated as an Excluded Subsidiary pursuant to the following two paragraphs.



Borrower may designate any newly acquired or newly formed Subsidiary of Borrower or Interface
to be an Excluded Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital
Stock or Indebtedness of, or owns or holds (or will own or will hold) any Lien on, any property of,
Borrower or any Restricted Subsidiary; provided that (i) such acquisition or formation
complies with Section 6.3 and (ii) each of (a) the Subsidiary to be so designated and (b) its
Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable with respect to any
Indebtedness pursuant to which any lender has recourse to any of the assets of any Credit Party.



Borrower may designate any existing Restricted Subsidiary to be an Excluded Subsidiary unless
such Restricted Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or
owns or holds (or will own or will hold) any Lien on, any property of, Borrower or any Restricted
Subsidiary; provided that each Subsidiary to be so designated (i) does not (upon and after
such designation) create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable with respect to any Indebtedness pursuant to which any lender has recourse to any
of the assets of any Credit Party, (ii) is, at the time of designation, an Immaterial Subsidiary,
(iii) at the time of designation, together with its Subsidiaries, holds no more, taken together
with all other Subsidiaries so designated since the Closing Date, than 5% in the aggregate of the
net tangible assets of the Credit Parties, and (iv) at the time of designation, together with its
Subsidiaries, generated no more than 5% of the aggregate revenues of the Credit Parties, taken
together with all other Subsidiaries so designated since the Closing Date, measured for the four
most recently-ended Fiscal Quarters prior to the date of such designation.



Borrower may designate any Excluded Subsidiary to be a Restricted Subsidiary; provided
that, immediately after giving effect to such designation (a) such Excluded Subsidiary shall become
a Credit Party and shall comply with the provisions of Section 5.11; (b) no Event of Default or
Potential Event of Default shall have occurred and be continuing; and (c) Borrower is in compliance
with the covenants set forth in Section 6.6 immediately following such designation, on a pro forma
basis taking into account such designation.



Any such designation pursuant to the preceding three paragraphs by Borrower shall be notified
by Borrower to Administrative Agent by promptly delivering to Administrative Agent a copy of any
applicable resolution of the board of directors (or similar governing body)
of Borrower giving effect to such designation and an officers’ certificate certifying that
such designation complied with the foregoing provisions.




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“Existing Credit Agreement” as defined in the recitals hereto.



“Existing Letters of Credit” means each letter of credit previously issued for the account of
Borrower under the Existing Credit Agreement that is outstanding on the Restatement Date.



“Expiration Time” with respect to any Offer, as defined in the applicable Offer Document.



“Extended Delayed Draw I Term Loans” means the term loans made to Borrower pursuant to the
Existing Credit Agreement and designated as “Extended Delayed Draw I Term Loans” pursuant to the
Amendment Agreement.



“Extended Delayed Draw I Term Loan Maturity Date” means the earlier of (i) November 23, 2016
(or, if such day is not a Business Day, the next succeeding Business Day), and (ii) the date that
all Extended Delayed Draw I Term Loans shall become due and payable in full hereunder, whether by
acceleration or otherwise.



“Extended Delayed Draw II Term Loans” means the term loans made to Borrower pursuant to the
Existing Credit Agreement and designated as “Extended Delayed Draw II Term Loan” pursuant to the
Amendment Agreement.



“Extended Delayed Draw II Term Loan Maturity Date” means the earlier of (i) November 23, 2015
(or, if such day is not a Business Day, the next succeeding Business Day), and (ii) the date that
all Extended Delayed Draw II Term Loans shall become due and payable in full hereunder, whether by
acceleration or otherwise.



“Extended Revolving Commitments” means the commitment of a Lender to make or otherwise fund
any Extended Revolving Loan and to acquire participations in Letters of Credit and Swing Line Loans
hereunder during the Extended Revolving Commitment Period and “Extended Revolving Commitments”
means such commitments of all Lenders in the aggregate. The amount of each Lender’s Extended
Revolving Commitment, if any, is set forth on Appendix A-4 or in the applicable Assignment
Agreement or Joinder Agreement, as applicable, subject to any adjustment or reduction pursuant to
the terms and conditions hereof. The aggregate amount of the Extended Revolving Commitments on the
Restatement Date (after giving effect to the Commitment Reduction) is $532,500,000.



“Extended Revolving Commitment Period” means the period from the Restatement Date to but
excluding the Extended Revolving Commitment Termination Date.



“Extended Revolving Commitment Termination Date” means the earliest to occur of (i) May 23,
2014, or if such day is not a Business Day, the next succeeding Business Day, (ii) the date the
Extended Revolving Commitments are permanently reduced to zero pursuant to Section 2.13(b) or 2.14,
and (iii) the date of the termination of the Extended Revolving Commitments pursuant to
Section 8.1.




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“Extended Revolving Loan” means a Loan made by an Extending Revolving Lender to Borrower
pursuant to Section 2.2(a) and/or Section 2.24.



“Extended Term Loans” means the Extended Tranche B Term Loans, the Extended Delayed Draw I
Term Loans and the Extended Delayed Draw II Term Loans.



“Extended Tranche B Term Loans” means the term loans made to Borrower pursuant to the Existing
Credit Agreement and designated as “Extended Tranche B Term Loans” pursuant to the Amendment
Agreement.



“Extended Tranche B Term Loan Maturity Date” means the earlier of (i) November 23, 2016 (or,
if such day is not a Business Day, the next succeeding Business Day), and (ii) the date that all
Extended Tranche B Term Loans shall become due and payable in full hereunder, whether by
acceleration or otherwise.



“Extending Revolving Lender” has the meaning assigned to such term in the Amendment Agreement.



“Facility” means any and all real property (including all buildings, fixtures or other
improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by the
Credit Parties.



“Fair Share” as defined in Section 7.2.



“Fair Share Contribution Amount” as defined in Section 7.2.



“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code as of the Restatement
Date.



“FDIC” means the Federal Deposit Insurance Corporation.



“Federal Funds Effective Rate” means for any day, the rate per annum (expressed, as a decimal,
rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the
Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate charged to Administrative Agent, in its capacity as a Lender, on such day on such
transactions as determined by Administrative Agent.



“FF&E Facility” means any credit or loan facility, vendor financing, mortgage financing,
purchase money obligation, capital lease or similar arrangement incurred pursuant to
Section 6.1(d) or, at the option of Borrower, Section 6.1(j), with respect to real or personal
property.




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“FF&E Facility Agreements” means the credit, vendor financing, mortgage financing or capital
lease agreement associated with or entered into with respect to any FF&E Facility or any similar
agreement, together with all applicable guarantees, collateral documents and other loan-type
documents and any associated intercreditor or standstill agreements.



“Financial Officer Certification” means, with respect to the financial statements for which
such certification is required, the certification of the chief financial officer of Borrower (in
such capacity and not individually) that such financial statements fairly present, in all material
respects, the financial condition of the Credit Parties as at the dates indicated and the results
of their operations and their cash flows for the periods indicated, subject to changes resulting
from audit and/or normal period-end adjustments.



“Financial Plan” as defined in Section 5.1(j).



“First Lien Intercreditor Agreement” means a First Lien Intercreditor Agreement between
Collateral Agent and a trustee or collateral agent representing holders of each series of New
Senior Secured Notes, substantially in the form of Exhibit H-6, with such changes thereto
as may be reasonably agreed to by the Collateral Agent.



“First Priority” means, with respect to any Lien purported to be created in any Collateral
pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is
subject, other than any Lien permitted under Section 6.2.



“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.



“Fiscal Year” means the fiscal year of Borrower ending on December 31 of each calendar year.



“Former Lender” is defined in Section 10.25(a) .



“Funding Default” as defined in the definition of “Defaulting Lender”.



“Funding Guarantors” as defined in Section 7.2.



“Funding Notice” means a notice substantially in the form of Exhibit I.



“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2,
United States generally accepted accounting principles in effect as of the date of determination
thereof.



“Gaming License” means every license, franchise or other authorization to own, lease, operate
or otherwise conduct gaming activities of the Credit Parties, including all such licenses granted
under the Nevada Gaming Laws, and other applicable federal, state, foreign or local laws.



“GGP” means GGP Limited Partnership, a Delaware limited partnership, and any successor thereto
by merger or by operation of law.




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“Gondola Lease” means the Lease between VCR and Grand Canal, dated as of May 17, 2004, with
respect to the lease of the gondola amusement ride concession and related retail space.



“Governmental Acts” means any act or omission, whether rightful or wrongful, of any present or
future de jure or de facto government or Governmental Authority.



“Governmental Authority” means any federal, state, municipal, national or other government,
governmental department, commission, board, bureau, court, agency, regulatory body, central bank or
instrumentality or political subdivision thereof or any entity, officer or examiner exercising
executive, legislative, judicial, regulatory or administrative functions of or pertaining to any
government or any court, in each case whether associated with a state of the United States, the
United States, or a foreign entity or government.



“Grand Canal” means Grand Canal Shops II, LLC.



“Grantor” as defined in the Security Agreement.



“GSCP” as defined in the preamble hereto.



“Guaranteed Obligations” as defined in Section 7.1.



“Guarantor” means Interface (whether or not a Subsidiary of Borrower), and each Domestic
Subsidiary of Borrower or Interface, other than any Excluded Subsidiary; provided that upon
the designation of an Excluded Subsidiary as a Restricted Subsidiary, such Subsidiary shall be
included in the definition of “Guarantor”.



“Guaranty” means the guaranty of each Guarantor set forth in Section 7.



“Harrah’s Shared Garage Lease” means that certain Agreement of Lease dated January 24, 2005
between Harrah’s Las Vegas, Inc. as landlord and LCR, as tenant.



“Harrah’s Shared Roadway Agreement” means the Agreement, dated as of January 16, 1998, between
VCR, Interface and Harrah’s Casino Resort.



“Hazardous Materials” means (a) any chemical, material or substance at any time defined as or
included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”,
“extremely hazardous waste”, acutely hazardous waste”, “radioactive waste”, “biohazardous waste”,
“pollutant”, “toxic pollutant”, “contaminant”, “restricted hazardous waste”, “infectious waste”,
“toxic substances”, or any other term or expression intended to define, list or classify substances
by reason of properties harmful to health, safety or the indoor or outdoor environment (including
harmful properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity,
reproductive toxicity, “TCLP toxicity” or “EP toxicity” or words of similar import under any
applicable Environmental Laws); (b) any oil, petroleum, petroleum fraction or petroleum derived
substance; (c) any drilling fluids, produced waters and other wastes associated with the
exploration, development or production of crude oil, natural gas or geothermal resources; (d) any
flammable substances or explosives; (e) any radioactive materials; (f) any asbestos-containing





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materials;
(g) urea formaldehyde foam insulation; (h) electrical equipment which contains any oil or dielectric fluid containing polychlorinated
biphenyls; (i) pesticides; and (j) any other chemical, material or substance, exposure to which is
prohibited, limited or regulated by any governmental authority or which may or could pose a hazard
to the health of the owners, occupants or any Persons in the vicinity of any Facility or to the
indoor or outdoor environment.



“Hazardous Materials Activity” means any activity, event or occurrence involving any Hazardous
Materials, including the use, manufacture, possession, storage, holding, presence, existence,
location, Release, threatened Release, discharge, placement, generation, transportation,
processing, construction, treatment, abatement, removal, remediation, disposal, disposition or
handling of any Hazardous Materials, and any corrective action or response action with respect to
any of the foregoing.



“Hedging Agreement” means any (a) currency exchange or interest rate swap agreements, currency
exchange or interest rate cap agreements and currency exchange or interest rate collar agreements
and (b) other agreements or arrangements designed to protect against fluctuations in currency
exchange, interest rates or commodities pricing.



“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from
time to time may be contracted for, charged, or received under the laws applicable to any Lender
which are presently in effect or, to the extent allowed by law, under such applicable laws which
may hereafter be in effect and which allow a higher maximum nonusurious interest rate than
applicable laws now allow.



“Historical Financial Statements” means as of the Restatement Date, (i) the annual report on
Form 10-K for each of the Fiscal Years ended December 31, 2009, and December 31, 2008, of LVSC
filed with the Securities and Exchange Commission, and (ii) the quarterly report on Form 10-Q for
the Fiscal Quarter ended June 30, 2010, of LVSC filed with the Securities and Exchange Commission,
and, in the case of clauses (i) and (ii), certified by the chief financial officer of LVSC that
they fairly present, in all material respects, the financial condition of LVSC and its Subsidiaries
as at the dates indicated and the results of their operations and their cash flows for the periods
indicated, subject to changes resulting from audit and/or normal period-end adjustments.



“HVAC Component” means, collectively (a) the Central Plant and (b) the “Other Facilities”, as
defined in each HVAC Services Agreement.



“HVAC Ground Lease” means the Ground Lease made effective as of November 14, 1997, between VCR
and the HVAC Provider.



“HVAC Provider” means Trigen-Las Vegas Energy Company, LLC, a Delaware limited liability
company formerly known as Atlantic Pacific, Las Vegas LLC, or its permitted successors under the
HVAC Services Agreements.



“HVAC Services Agreements” means collectively (a) the Energy Services Agreement, dated as of
November 14, 1997, as amended on July 1, 1999, between VCR and the HVAC Provider, as modified by
that certain settlement agreement dated as of April 25, 2005 and as further amended by an amendment
dated as of July 1, 2006, a letter agreement dated June 11,
2008 and an amendment dated as of February 10, 2009, (b) the Energy Services Agreement, dated
as of November 14, 1997, as amended on July 1, 1999, between Interface and the HVAC Provider and as
further amended by an amendment dated as of February 10, 2009, (c) the HVAC Ground Lease,
(d) (Interface Group-Nevada, Inc.) Easement Agreement, made November 14, 1997, by and between
Interface and the HVAC Provider, and (e) all other agreements between the HVAC Provider (or its
predecessor in interest) and the Credit Parties.




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“Immaterial Subsidiary” means any Restricted Subsidiary that (i) holds no more than 2% of the
tangible assets of the Credit Parties, (ii) generated no more than 2% of the aggregate revenues of
the Credit Parties, measured for the four most recently-ended Fiscal Quarters prior to the date of
such designation, (iii) holds no Gaming License, and (iv) holds no assets (including other
licenses) material to the operations of the Resort Complex.



“Increased Amount Date” as defined in Section 2.24.



“Increased-Cost Lenders” as defined in Section 2.23.



“Indebtedness” as applied to any Person, means (a) all indebtedness for borrowed money,
(b) that portion of obligations with respect to Capital Leases that is properly classified as a
liability on a balance sheet in conformity with GAAP, (c) notes payable and drafts accepted
representing extensions of credit whether or not representing obligations for borrowed money,
(d) any obligation owed for all or any part of the deferred purchase price of property or services
(excluding any such obligations incurred under ERISA and trade payables and accruals incurred in
the ordinary course of business), (e) all indebtedness secured by any Lien on any property or asset
owned or held and under contracts by that Person regardless of whether the indebtedness secured
thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person, (f)
the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary
course of business), co-making, discounting with recourse or sale with recourse by such Person of
the indebtedness of another; (g) any obligation of such Person the primary purpose or intent of
which is to provide assurance to an obligee that the indebtedness of another will be paid or
discharged, or the holders thereof will be protected (in whole or in part) against loss in respect
thereof; (h) any liability of such Person for indebtedness of another through any agreement
(contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such obligation or any
security therefor, or to provide funds for the payment or discharge of such obligation (whether in
the form of loans, advances, stock purchases, capital contributions or otherwise) or (ii) to
maintain the solvency or any balance sheet item, level of income or financial condition of another
if, in the case of any agreement described under subclauses (i) or (ii) of this clause (h), the
primary purpose or intent thereof is as described in clause (g) above; and (i) all obligations of
such Person in respect of any Hedging Agreement. Obligations under the HVAC Services Agreements
shall be treated as service contracts or operating leases and not as Indebtedness. Additionally,
Indebtedness shall not include (i) any amount of the liability in respect of an operating lease
that at such time would not be required to be capitalized and reflected as a liability on the
balance sheet in accordance with GAAP, (ii) any surety bonds for claims underlying mechanics liens
and any reimbursement obligations with respect thereto so long as such reimbursement obligations
are not then due, or are promptly paid when due, (iii) any indebtedness that has been either
satisfied or discharged or defeased through covenant


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defeasance or legal defeasance, or (iv) for
purposes of calculations under Section 6.6, obligations under Hedging Agreements. For purposes of determining the “aggregate principal amount” of
Indebtedness under any Hedging Agreement under Section 8.1(b), such amount shall be equal to:
(a) in the case of a Hedge Agreement documented pursuant to a Master Agreement published by the
International Swap and Derivatives Associations, Inc, the amount, if any, that would be or is
payable thereunder by the applicable Credit Party to its counterparty, as if (i) such Hedging
Agreement were being terminated early on such date of determination due to a “Termination Event”,
“Event of Default” or similar event thereunder, and (ii) the Credit Party party thereto were the
sole “Affected Party,” and (b) in all other cases, the mark-to-market value of such Hedging
Agreement, which will be the unrealized loss on such Hedging Agreement to the Credit Party to such
Hedging Agreement reasonably determined by the Administrative Agent as the amount, if any, by which
(i) the present value of the future cash flows to be paid by the applicable Credit Party exceeds
(ii) the present value of the future cash flows to be received by such Credit Party pursuant to
such Hedging Agreement.



“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses,
damages (including natural resource damages), penalties, actions, judgments, suits, claims
(including Environmental Claims), costs (including the costs of any investigation, study, sampling,
testing, abatement, cleanup, removal, remediation or other response action required by
Environmental Laws to remove, remediate, clean up or abate any Hazardous Materials Activity),
expenses and disbursements of any kind or nature whatsoever (including the reasonable and
documented fees and disbursements of counsel for Indemnitees in connection with any investigative,
administrative or judicial proceeding commenced or threatened by any Person, whether or not any
such Indemnitee shall be designated as a party or a potential party thereto, and any fees or
expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or
consequential and whether based on any Federal, state or foreign laws, statutes, rules or
regulations (including securities and commercial laws, statutes, rules or regulations and
Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be
imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or
arising out of (i) any Credit Documents or the transactions contemplated hereby or thereby
(including Lenders’ agreement to make the Loans hereunder) or the use or intended use of the
proceeds thereof or any enforcement of any of the Credit Documents (including any sale of,
collection from, or other realization upon any of the Collateral or the enforcement of the
Guaranty), (ii) the representations of the Credit Parties contained in either Engagement Letter, or
(iii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from,
directly or indirectly, any past or present activity, operation, land ownership, or practice of
Borrower or any of its Subsidiaries.



“Indemnitee” as defined in Section 10.3.



“Initial Yield” means, with respect to any Refinancing New Term Loans, an amount equal to the
sum of (a) the margin above the Adjusted Eurodollar Rate on such Refinancing New Term Loans (which
shall be increased by the amount that any “LIBOR floor” applicable to such Refinancing New Term
Loans on the Increased Amount Date would exceed the Adjusted Eurodollar Rate that would be in
effect for a three-month Interest Period commencing on such date), and (b) the quotient obtained by
dividing (i) the amount of any original issue discount or other up-front fees payable by Borrower
or any Subsidiary to the Lenders making such Refinancing New Term Loans (excluding any
underwriting, arrangement
or similar fee payable to the arrangers thereof in their capacity as arrangers) by (ii) the
lesser of (x) the average life to maturity of such Refinancing New Term Loans and (y) four. The
Initial Yield shall be determined by Administrative Agent and notified to Borrower and the Lenders
and shall be conclusive absent manifest error.




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“Installment” as defined in Section 2.12.



“Intellectual Property” as defined in the Security Agreement.



“Intellectual Property Asset” means, at the time of determination, any interest (fee, license
or otherwise) then owned by any Credit Party in any Intellectual Property.



“Intellectual Property Security Agreements” has the meaning assigned to that term in the
Security Agreement.



“Intercompany Note” means a global promissory note substantially in the form of Exhibit
J evidencing Indebtedness owed among the Credit Parties.



“Interest Payment Date” means (a) with respect to any Loan that is a Base Rate Loan, each
Quarterly Payment Date, and (b) with respect to any Loan that is a Eurodollar Rate Loan, the last
day of each Interest Period applicable to such Loan; provided, however, that in the
case of each Interest Period of longer than three months, “Interest Payment Date” shall also
include each Quarterly Payment Date.



“Interest Period” means, in connection with a Eurodollar Rate Loan, an interest period of
one-, two-, three- or six-months (and nine- or twelve-months, if agreed to by applicable Lenders),
as selected by Borrower in the applicable Funding Notice or Conversion/Continuation Notice,
(i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case
may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest
Period expires; provided, (a) if an Interest Period would otherwise expire on a day that is
not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no
further Business Day occurs in such month, in which case such Interest Period shall expire on the
immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of
a calendar month (or on a day for which there is no numerically corresponding day in the calendar
month at the end of such Interest Period) shall, subject to clauses (c) and (d), of this
definition, end on the last Business Day of a calendar month; (c) no Interest Period with respect
to any portion of any Class of Loans shall extend beyond such Class’s applicable Maturity Date; and
(d) no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the
Revolving Commitment Termination Date.



“Interest Rate Determination Date” means, with respect to any Interest Period, the date that
is two Business Days prior to the first day of such Interest Period.



“Interface” means Sands Expo & Convention Center, Inc. (formerly known as Interface
Group-Nevada, Inc.), a Nevada corporation.



“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the Closing
Date and from time to time thereafter, and any successor statute.




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“Investment” means, relative to any Person, (a) any direct or indirect purchase or other
acquisition by such Person of, or of a beneficial interest in, any Securities of any other Person
(including any Subsidiary), (b) any direct or indirect purchase or other acquisition for value, by
such Person from any Person, of any Equity Interests of any Person, or (c) any direct or indirect
loan, advance (other than advances to employees for moving, entertainment and travel expenses,
drawing accounts and similar expenditures in the ordinary course of business) or capital
contribution by such Person to any other Person, including all Indebtedness and accounts receivable
from that other Person that are not current assets or did not arise from sales to that other Person
in the ordinary course of business other than Hedging Agreements required or permitted hereunder to
hedge against fluctuations of interest rates or currency exchange risk. The amount of any
Investment shall be the original cost of such Investment plus the cost of all additions
thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or
write-offs with respect to such Investment less all returns of principal or equity thereon
or repayments thereof. For purposes of the definition of “Excluded Subsidiary” and Section 6.3,
(a) ”Investments” shall include the portion (proportionate to Borrower’s Equity Interest in such
Subsidiary) of the fair market value (as determined in good faith by Borrower) of the net assets of
a Subsidiary of Borrower at the time that such Subsidiary is designated an Excluded Subsidiary;
provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, Borrower
shall be deemed to continue to have an “Investment” in an Excluded Subsidiary in an amount (if
positive) equal to (i) Borrower’s “Investment” in such Subsidiary at the time of such
redesignation, less (ii) the portion (proportionate to Borrower’s Equity Interest in such
Subsidiary) of the fair market value (as determined in good faith by Borrower) of the net assets of
such Subsidiary at the time of such redesignation, and (b) any property transferred to or from an
Excluded Subsidiary shall be valued at its fair market value at the time of such transfer, in each
case as determined in good faith by Borrower.



“Issuance Notice” means an Issuance Notice substantially in the form of Exhibit K.



“Issuing Bank” means Scotia Capital, as Issuing Bank hereunder, together with its permitted
successors and assigns in such capacity, and such additional issuing banks as are approved by the
Administrative Agent and Borrower.



“JDA” means the Joint Development Agreement, dated as of February 25, 2004 (as amended on
January 12, 2007), between VCR (as successor to LCR) and Cap II-Buccaneer, LLC.



“Joinder Agreement” means an agreement substantially in the form of Exhibit L.



“Joint Venture” means a Supplier Joint Venture or any other joint venture, partnership or
other similar arrangement, whether in corporate, partnership, limited liability company or other
legal form; provided that in no event shall any Subsidiary of any Person be considered to
be a Joint Venture of such Person.



“JPM” as defined in the preamble hereto.



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“LCR” means Lido Casino Resort, LLC, a Nevada limited liability company that was merged with
and into VCR on March 19, 2007.



“LCR Holdings” means Lido Intermediate Holding Company, LLC, a Delaware limited liability
company, and a wholly-owned Subsidiary of VCR.



“Leasehold Property” means any leasehold interest of any Credit Party as lessee under any
lease of real property, other than any such leasehold interest designated from time to time by
Collateral Agent in its sole discretion as not being required to be included in the Collateral.



“Legal Requirements” means all applicable and binding laws, statutes, orders, decrees,
injunctions, licenses, permits, approvals, agreements and regulations of any Governmental Authority
having jurisdiction over the matter in question.



“Lehman Brothers” as defined in the preamble hereto.



“Lender” means each financial institution that is a “Lender” under and as defined in the
Existing Credit Agreement as of the date hereof, and any other Person that becomes a party hereto
pursuant to an Assignment Agreement or a Joinder Agreement.



“Lender Counterparty” as defined in the definition of Rate Protection Agreement.



“Letter of Credit” or “Letters of Credit” means Commercial Letters of Credit and Standby
Letters of Credit issued or to be issued by the Issuing Banks for the account of the Credit Parties
pursuant to Section 2.4.



“Letter of Credit Sublimit” means the lesser of (i) $150,000,000, and (ii) the aggregate
unused amount of Revolving Commitments then in effect.



“Letter of Credit Usage” means, as at any date of determination, the sum of (a) the maximum
aggregate amount which is or at any time thereafter may become available for drawing under all
Letters of Credit then outstanding plus (b) the aggregate amount of all drawings under
Letters of Credit honored by Issuing Banks and not yet reimbursed by Borrower (including any such
reimbursement out of the proceeds of Revolving Loans pursuant to Section 2.4(d)).



“Lien” means (i) any lien, mortgage, pledge, assignment, security interest, charge or
encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale
or other title retention agreement, and any lease or license in the nature thereof) and any option,
trust or other preferential arrangement having the practical effect of any of the foregoing and
(ii) in the case of Securities, any purchase option, call or similar right of a third party with
respect to such Securities.



“Loan” means an Original Tranche B Term Loan, an Extended Tranche B Term Loan, an Original
Delayed Draw I Term Loan, an Extended Delayed Draw I Term Loan, an
Original Delayed Draw II Term Loan, an Extended Delayed Draw II Term Loan, an Original
Revolving Loan, an Extended Revolving Loan, a Swing Line Loan and a New Term Loan.


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“LVSC” means Las Vegas Sands Corp., a Nevada corporation and its successors.



“LVSC Aircraft Financing” means up to $200,000,000 in aggregate principal amount Indebtedness
of LVSC at any one time outstanding for the purpose of financing the purchase and/or ownership of
aircraft and related parts and equipment; provided that (a) either (i) such LVSC Aircraft
Financing is outstanding as of the Closing Date, or (ii) the covenants, defaults (and events of
default), redemption, amortization and other prepayment events, remedies, acceleration rights,
subordination provisions and other material terms applicable to such LVSC Aircraft Financing shall
not be materially more restrictive to the guarantors thereof than such provisions contained in the
agreements governing LVSC Aircraft Financing outstanding on the Closing Date, taken as a whole, as
reasonably determined by LVSC; and (b) such Indebtedness or any related guarantees shall not be
secured by any assets or property of the Credit Parties.



“LVSC Corporate Services Agreement” means the Services Agreement, dated as of February 17,
2005, between LVSC and Borrower.



“LVSC Notes” means (x) $250,000,000 in principal amount of 6.375% Senior Notes issued by LVSC
due 2015 and (y) Indebtedness (other than New Senior Secured Notes) issued in exchange for, or the
proceeds of which are used to repay, refinance, renew, substitute, refund or defease the
Indebtedness evidenced by the LVSC Notes; provided that with respect to the Indebtedness
referred to in clause (y), (a) no Potential Event of Default or Event of Default shall be caused by
the incurrence thereof (including the use of the proceeds thereof to refinance, replace,
substitute, refund or defease the LVSC Notes), (b) the principal amount of such Indebtedness shall
not exceed the principal amount of LVSC Notes so refinanced, renewed, replaced, substituted or
refunded (plus Refinancing Fees), (c) there shall be no scheduled amortization of principal on any
portion of such Indebtedness until a date six months following the latest Term Loan Maturity Date,
and (d)  the applicable final maturity date of any tranche of such Indebtedness shall not be
earlier than the date six months following the latest Term Loan Maturity Date.



“LVSC Notes Documents” means the LVSC Notes, the LVSC Notes Indenture (or any indenture with
respect to notes issued pursuant to clause (y) of the definition of the term “LVSC Notes”) and the
guarantees thereof and any collateral documents relating thereto.



“LVSC Notes Indenture” means the Indenture dated as of February 10, 2005 between LVSC and the
LVSC Notes Indenture Trustee, as supplemented by Supplemental Indentures, dated as of February 22,
2005 and the Closing Date, among LVSC, the subsidiary guarantors party thereto and the LVSC Notes
Indenture Trustee, as amended, modified, supplemented, refunded, replaced or refinanced.



“LVSC Notes Indenture Trustee” means U.S. Bank National Association in its capacity as the
trustee under the LVSC Notes Indenture and its successors in such capacity.



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“Macau” means the Macau Special Administrative Region of the People’s Republic of China.



“MAI Appraisal” means an appraisal conducted by a member of the Appraisal Institute in
accordance with the standards of the Appraisal Institute.



“Margin Stock” as defined in Regulation U of the Board of Governors as in effect from time to
time.



“Material Adverse Effect” means (a) a material adverse effect upon the business, operations,
properties, assets or condition (financial or otherwise) of the Credit Parties, taken as a whole
(but excluding a material adverse effect upon the business, operations, properties, assets or
condition (financial or otherwise) of the Excluded Subsidiaries that only has an effect on the
Credit Parties and their business and condition by decreasing the value of their direct and
indirect Equity Interests in the Excluded Subsidiaries), or (b) the material impairment of the
ability of the Credit Parties to observe or perform, or of the Administrative Agent or Lenders to
enforce, the Obligations.



“Material Contract” means the Cooperation Agreement, the PA Investment Notes, the Walgreens’
Documents, the Harrah’s Shared Garage Lease, the Casino Level Mall Lease, and any contract or other
arrangement entered into after the Closing Date to which Borrower or any of the other Credit
Parties is a party (other than the Credit Documents) for which breach, nonperformance, or
cancellation by an applicable Credit Party, or failure of an applicable Credit Party to renew,
could reasonably be expected to have a Material Adverse Effect.



“Material Real Estate Asset” means (i) (a) any fee-owned Real Estate Asset having a fair
market value (as determined in good faith by Borrower) in excess of $25,000,000 as of the date of
the acquisition thereof and (b) all Leasehold Properties other than those with respect to which the
aggregate payments under the term of the lease (excluding option and renewal terms) are less than
$2,500,000 per annum or (ii) any Real Estate Asset that the Requisite Lenders have reasonably
determined is material to the business, operations, properties, assets, condition (financial or
otherwise) or prospects of any Credit Party.



“Material Subsidiary” means Interface, and any subsidiary of Borrower or Interface that is
either (a) a Credit Party, or (b) either (i) holds at least 2% of the tangible assets of the Credit
Parties and their subsidiaries, taken as a whole, or (ii) generated at least 2% of the aggregate
revenues of the Credit Parties and their subsidiaries, taken as a whole, measured for the four most
recently-ended Fiscal Quarters prior to the applicable date of determination.



“Maturity Date” means any Term Loan Maturity Date or the Revolving Commitment Termination
Date, as applicable.



“Maximum Offer Amount” as defined in Appendix C.



“Moody’s” means Moody’s Investor Services, Inc., or any successor thereto, and if such Person
shall for any reason no longer perform the function of a securities rating agency,
Moody’s shall be deemed to refer to any other rating agency designated by Borrower with the
written consent of the Administrative Agent (such consent not to be unreasonably withheld).



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“Mortgage Policy” means an ALTA mortgagee title insurance policy or unconditional commitment
therefor issued by the Title Company to Collateral Agent with respect to each Mortgaged Property in
such form and including such endorsements and subject to such co-insurance and/or reinsurance
arrangements as are reasonably satisfactory to the Collateral Agent.



“Mortgaged Property” means each Material Real Estate Asset listed on Schedule 4.12,
and any Real Estate Asset in which a security interest is required to be granted hereunder after
the Closing Date.



“Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as
defined in Section 3(37) or 4001(a) (3) of ERISA.



“Narrative Report” means, with respect to the financial statements for which such narrative
report is required, a narrative report describing the operations of the Credit Parties in the form
substantially similar to Management’s Discussion & Analysis included in LVSC’s Form 10-Q or 10-K,
as applicable, for the applicable Fiscal Quarter or Fiscal Year and for the period from the
beginning of the then current Fiscal Year to the end of such period to which such financial
statements relate.



“Net Asset Sale Proceeds” means the aggregate cash proceeds (i) received by any Credit Party
from a PA Subsidiary pursuant to Section 5.17 hereof, and (ii) received by any Credit Party in
respect of any Asset Sale, net of (a) the direct costs relating to such Asset Sale (including
legal, accounting and investment banking fees and expenses, sales and marketing expenses, employee
severance and termination costs, any trade payables or similar liabilities related to the assets
sold and required to be paid by the seller as a result thereof and sales, finders’ or broker’s
commission), and any relocation expenses incurred as a result thereof and taxes paid or payable as
result thereof (including any such taxes paid or payable by an owner of any Credit Party),
(b) amounts required to be applied to the repayment of Indebtedness secured by a Lien (or amounts
permitted by the terms of such Indebtedness to be otherwise reinvested in other assets of such
Credit Party to the extent so reinvested) which is prior to the Lien under the Collateral Documents
on the asset or assets that are the subject of such Asset Sale, (c) all distributions and other
payments required to be made to minority interest holders in a Subsidiary or Joint Venture as a
result of such Asset Sale and (d) any reserve for adjustment in respect of the sale price of such
asset or assets or any liabilities associated with the asset disposed of in such Asset Sale and the
deduction of appropriate amounts provided by the seller as a reserve in accordance with GAAP
against any liabilities associated with the assets disposed of in the Asset Sale and retained by a
Credit Party.



“Net Debt Proceeds” as defined in Section 2.14(c).



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“Net Loss Proceeds” means the aggregate cash proceeds received by any Credit Party in respect
of any Event of Loss with respect to Collateral, including insurance proceeds from condemnation
awards or damages awarded by any judgment, net of (a) the direct costs in
recovery of such Net Loss Proceeds (including legal, accounting, appraisal and insurance
adjuster fees and expenses) and any taxes paid or payable as a result thereof (including any such
taxes paid or payable by an owner of any Credit Party), (b) amounts required to be applied to the
repayment of any Indebtedness secured by a Lien (or amounts permitted by the terms of such
Indebtedness to be otherwise reinvested in other assets of such Credit Party to the extent so
reinvested) which is prior to the Liens of Lenders under the Collateral Documents on the asset or
assets that are the subject of the Event of Loss, and (c) all distributions and other payments
required to be made to any minority interest holders in a Subsidiary or Joint Venture as a result
of such Event of Loss. Notwithstanding the foregoing, all proceeds of so-called “liquidated
damages”, “subguard” and “business interruption” insurance policies shall not be Net Loss Proceeds.



“Nevada Gaming Authorities” means, collectively, the Nevada Gaming Commission, the Nevada
State Gaming Control Board, and the Clark County Liquor and Gaming Licensing Board.



“Nevada Gaming Laws” means the Nevada Gaming Control Act, as codified in Chapter 463 of the
Nevada Revised Statutes, as amended from time to time, and the regulations of the Nevada Gaming
Commission promulgated thereunder, as amended from time to time.



“New Revolving Loan Lender” as defined in Section 2.24.



“New Revolving Loan Commitments” as defined in Section 2.24.



“New Revolving Loans” as defined in Section 2.24.



“New Senior Secured Notes” means senior secured or unsecured notes of Borrower issued after
the Restatement Date, and the Indebtedness represented thereby; provided that (a) the terms
thereof do not provide for any scheduled amortization, repayment of principal, mandatory redemption
or sinking fund obligations prior to the date that is six months after the latest Term Loan
Maturity Date (other than customary offers to repurchase upon a change of control, asset sale or
event of loss and customary acceleration rights after an event of default), (b) the stated maturity
date is no earlier than the date that is six months after the latest Term Loan Maturity Date,
(c) such Indebtedness is not guaranteed by any Person other than a Guarantor, (d) Borrower prepays
Term Loans with the Net Debt Proceeds therefrom in compliance with Section 2.14(c) or repays,
refinances, redeems, purchases or defeases LVSC Notes with the Net Debt Proceeds thereof, (e) the
covenants and events of default and other terms thereof (other than interest rate and redemption
premiums) are not, taken as a whole, more restrictive to the Credit Parties than those in this
Agreement, as determined by the Board of Directors of Borrower and evidenced by an Officer’s
Certificate delivered to the Administrative Agent, (f) except as contemplated by Section 6.2(bb),
the obligations in respect thereof shall not be secured by any Lien on any asset of Borrower, any
Subsidiary or any other Affiliate of Borrower, other than any asset constituting Collateral, and
(g) all security therefor (if any) shall be granted pursuant to the Collateral Documents and, if
such notes are to be secured, the secured parties thereunder, or a trustee or collateral agent on
their behalf, shall have become a party to the First Lien Intercreditor Agreement.



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“New Term Loan Commitments” as defined in Section 2.24.



“New Term Loan Exposure” means, with respect to any Lender, as of any date of determination,
the outstanding principal amount of the New Term Loans of such Lender.



“New Term Loan Lender” as defined in Section 2.24.



“New Term Loan Maturity Date” means the date that New Term Loans of a Series shall become due
and payable in full hereunder, as specified in the applicable Joinder Agreement, including by
acceleration or otherwise.



“New Term Loans” as defined in Section 2.24.



“Nonpublic Information” means information which has not been disseminated in a manner making
it available to investors generally, within the meaning of Regulation FD promulgated under the
Securities Exchange Act of 1934, as amended.



“Non-Recourse Financing” means Indebtedness incurred in connection with the construction,
installation, purchase or lease of personal or real property or equipment (a) as to which the
lender upon default may seek recourse or payment against a Credit Party only through the return or
foreclosure or sale of the property or equipment so constructed, installed, purchased or leased and
to any proceeds of such property and Indebtedness and the related collateral account in which such
proceeds are held and (b) may not otherwise assert a valid claim for payment on such Indebtedness
against a Credit Party or any other property of a Credit Party, except, in each of the foregoing
clauses (a) and (b), in the case of customary or “market standard” non-recourse exceptions,
including fraud and environmental indemnities.



“Non-US Lender” as defined in Section 2.20(c).



“Note” means a Tranche B Term Loan Note, a Delayed Draw I Term Loan Note, a Delayed Draw II
Term Loan Note, a Revolving Loan Note or a Swing Line Note.



“Notice” means a Funding Notice, an Issuance Notice, or a Conversion/ Continuation Notice.



“Obligations” means all obligations of every nature of each Credit Party from time to time
owed to the Agents and/or the Lenders under the Credit Documents, whether for principal, interest,
premium, if any, reimbursement of amounts drawn under Letters of Credit, fees, expenses,
indemnification or otherwise including interest accruing on the Loans during the pendency of any
proceeding of the type described in Section 8.1(f) and (g), whether or not allowed in such
proceeding.



“Obligee Guarantor” as defined in Section 7.7.



“Offer” as defined in Section 10.6(j)(ii).



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“Offer Document” means the offer document setting forth one or more Offers, with accompanying
annexes setting forth the outline of auction mechanics (on terms
substantially the same as those set forth in Appendix C, with such changes as may be approved
by the Auction Manager), and the form of sale offer for Lenders to submit their bids, posted on
IntraLinks/IntraAgency or another substantially equivalent website by Administrative Agent to the
Lenders, as such Offer Document may be amended or modified from time to time pursuant to and in
accordance with the terms and conditions of Section 10.6(j).



“Office Space Lease” means the Lease between VCR and Grand Canal, dated as of May 17, 2004,
with respect to the lease of certain office space to VCR.



“Officers’ Certificate” means, as applied to any corporation or other entity, a certificate
executed on behalf of such corporation or other entity by its chairman of the board (if an officer)
or its president or one of its vice presidents and by its chief financial officer, vice president –
finance or its treasurer (in each case, in their capacity as such officer) or, if such entity does
not have any such officer, any such officer of its managing member or managing partner, as
applicable.



“Operating Lease” means, as applied to any Person, any lease (including leases that may be
terminated by the lessee at any time) of any property (whether real, personal or mixed) that is not
a Capital Lease other than any such lease under which that Person is the lessor.



“Operative Documents” means the Credit Documents, the LVSC Notes Documents as to which the
Credit Parties are a party, documents related to LVSC Aircraft Financing guaranteed by the Credit
Parties as to which the Credit Parties are a party, the FF&E Facility Agreements, the Resort
Complex Operative Documents and the Project Documents.



“Organizational Documents” means (i) with respect to any corporation, its certificate or
articles of incorporation or organization, as amended, and its by-laws, as amended, (ii) with
respect to any limited partnership, its certificate of limited partnership, as amended, and its
partnership agreement, as amended, (iii) with respect to any general partnership, its partnership
agreement, as amended, and (iv) with respect to any limited liability company, its certificate or
articles of organization, as amended, and its operating agreement, as amended. In the event any
term or condition of this Agreement or any other Credit Document requires any Organizational
Document to be certified by a secretary of state or similar governmental official, the reference to
any such “Organizational Document” shall only be to a document of a type customarily certified by
such governmental official.



“Original Delayed Draw I Term Loans” means the term loans made to Borrower pursuant to the
Existing Credit Agreement and designated as “Original Delayed Draw I Term Loans” pursuant to the
Amendment Agreement.



“Original Delayed Draw I Term Loan Maturity Date” means the earlier of (i) the seventh
anniversary of the Closing Date, and (ii) the date that all Original Delayed Draw I Term Loans
shall become due and payable in full hereunder, whether by acceleration or otherwise.



“Original Delayed Draw II Term Loans” means the term loans made to Borrower pursuant to the
Existing Credit Agreement and designated as “Original Delayed Draw II Term Loans” pursuant to the
Amendment Agreement.



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“Original Delayed Draw II Term Loan Maturity Date” means the earlier of (i) the sixth
anniversary of the Closing Date, and (ii) the date that all Original Delayed Draw II Term Loans
shall become due and payable in full hereunder, whether by acceleration or otherwise.



“Original Revolving Commitment” means the commitment of a Lender to make or otherwise fund any
Original Revolving Loan and to acquire participations in Letters of Credit and Swing Line Loans
hereunder during the Original Revolving Commitment Period and “Original Revolving Commitments”
means such commitments of all Lenders in the aggregate. The amount of each Lender’s Original
Revolving Commitment, if any, is set forth on Appendix A-4 or in the applicable Assignment
Agreement or Joinder Agreement, as applicable, subject to any adjustment or reduction pursuant to
the terms and conditions hereof. The aggregate amount of the Original Revolving Commitments on the
Restatement Date (after giving effect to the Commitment Reduction) is $217,500,000.



“Original Revolving Commitment Period” means the period from the Closing Date to but excluding
the Original Revolving Commitment Termination Date.



“Original Revolving Commitment Termination Date” means the earliest to occur of (i) the fifth
anniversary of the Closing Date, or if such day is not a Business Day, the next succeeding Business
Day, (ii) the date the Original Revolving Commitments are permanently reduced to zero pursuant to
Section 2.13(b) or 2.14, and (iii) the date of the termination of the Original Revolving
Commitments pursuant to Section 8.1.



“Original Revolving Loan” means a Loan made by a Declining Revolving Lender to Borrower
pursuant to Section 2.2(a) and/or Section 2.24.



“Original Term Loan” means an Original Tranche B Term Loan, an Original Delayed Draw I Term
Loan and an Original Delayed Draw II Term Loan.



“Original Tranche B Term Loans” means the term loans made to Borrower pursuant to the Existing
Credit Agreement and designated as “Original Tranche B Term Loans” pursuant to the Amendment
Agreement.



“Original Tranche B Term Loan Maturity Date” means the earlier of (i) the seventh anniversary
of the Closing Date (or, if such day is not a Business Day, the next succeeding Business Day), and
(ii) the date that all Original Tranche B Term Loans shall become due and payable in full
hereunder, whether by acceleration or otherwise.



“PA Gaming” means Sands Bethworks Gaming LLC, a Pennsylvania limited liability company.



“PA Gaming Project” means the Property, as such term is defined in the operating agreement of
PA Gaming.



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“PA Investment Note” means any promissory note (which in the case of all PA Investment Notes
representing Indebtedness of PA Subsidiaries that hold gaming assets regulated by the Pennsylvania
Gaming Authority, may be in an aggregate principal amount no
greater than $700,000,000 plus the amount of any accrued and unpaid interest that is
capitalized and added to such principal, or such greater amount as is approved by the
Administrative Agent in its reasonable discretion, in accordance with applicable law and if
requested, following receipt of satisfactory opinions of counsel) issued by (a) in the case of the
PA Gaming Project, PA Gaming (and guaranteed by each of its Subsidiaries, if any) and (b) in the
case of the PA Retail Project, PA Retail (and guaranteed by each of its Subsidiaries, if any), in
favor of VCR in respect of Investments in such PA Subsidiary made in the form of senior loans;
provided that each PA Investment Note shall (i) either (A) be secured, on a first priority
basis (subject to customary and legally required exceptions), by all material assets of the
applicable PA Projects (other than assets securing Indebtedness permitted by Section 6.16(a) , if
any), or (B) consist of senior Indebtedness, subject to a negative pledge clause governing all
assets of the applicable PA Projects (but permitting the Liens permitted by Section 6.16(b)),
including Equity Interests in all applicable PA Subsidiaries (other than Equity Interests in PA
Gaming or PA Retail held by a non-Credit Party); (ii) contain terms (including the negative pledge
and a limitation on indebtedness of the applicable PA Subsidiary or PA Subsidiaries, but not a
cross-default to the Obligations) reasonably satisfactory to Administrative Agent (including in
respect of the related guarantees and collateral documents, if applicable); (iii) be collaterally
assignable to Collateral Agent without any further consent by the issuer and guarantor of such
notes; and (iv) be so collaterally assigned to Collateral Agent.



“PA Project” means the PA Retail Project and/or the PA Gaming Project, as the case may be.



“PA Retail” means Sands Bethworks Retail LLC, a Pennsylvania limited liability company.



“PA Retail Project” means “Property”, as such term is defined in the operating agreement of PA
Retail.



“PA Subsidiary” means PA Gaming and/or PA Retail and any of their respective Subsidiaries.



“PCT” means Palazzo Condo Tower, LLC.



“Palazzo Condo Tower” means the space within the Palazzo Condo Tower Parcel and all
improvements and personal property located therein.



“Palazzo Condo Tower Parcel” means the airspace parcel purchased pursuant to the Walgreens’
Sale and Purchase Agreement.



“Palazzo Condo Tower Sales” means sales of fee interests in any individual condominium units
developed in the Palazzo Condo Tower.



“Palazzo Facility” means the approximately 3,000 room hotel, casino, retail and meeting
complex (commonly known as The Palazzo Resort Hotel Casino) integrated with the Venetian Facility
and located on the Palazzo Site (including the Palazzo Condo Tower and the Palazzo Mall, but
excluding the SECC and the SECC Phase II Project).



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“Palazzo Mall” means the commercial retail mall facility built in connection with the Palazzo
Project and located within certain airspace within the Palazzo Project, which as of the date hereof
is owned by Phase II Mall Subsidiary.



“Palazzo Mall Parcel” means the airspace parcel that is covered by the Walgreens’ Lease and is
part of the Palazzo Mall.



“Palazzo Mall Sale” means the February 29, 2008 sale of the equity interests in the Phase II
Mall Subsidiary pursuant to the terms of the Palazzo Mall Sale Agreement.



“Palazzo Mall Sale Agreement” means that certain Agreement, dated as of April 12, 2004, as
amended, between VCR (as successor in interest) and GGP, as amended and assigned by VCR’s
predecessor to Phase II Mall Holdings pursuant to the terms of that certain Assignment and
Assumption Agreement and First Amendment to Agreement, dated as of September 30, 2004, among LCR,
as the assignor, Phase II Mall Holdings, as the assignee, and GGP.



“Palazzo Site” means the real property consisting of approximately 14 acres adjoining the
Venetian Site and owned by VCR.



“Patriot Act” as defined in Section 3.1(p).



“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.



“Pennsylvania Gaming Authorities” means the Pennsylvania Gaming Control Board, Department of
Revenue, State Police and Office of Attorney General.



“Pennsylvania Gaming Laws” means the Pennsylvania Race Horse Development And Gaming Act, 4 Pa.
C.S.A. Section 1101 et seq., the regulations promulgated by the Pennsylvania Gaming Control Board,
58 Pa Code Section 401.1 et seq., and the regulations promulgated by the Pennsylvania Department of
Revenue, 61 Pa Code 1001.1 et seq.



“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is
subject to Section 412 of the Internal Revenue Code or Section 302 or Title IV of ERISA.



“Permits” means all authorizations, consents, decrees, permits, waivers, privileges, approvals
from and filings with all Governmental Authorities necessary for the operation of the Palazzo
Project in accordance in all material respects with the Project Documents and the Resort Complex
Operative Documents and any other material building, construction, land use, environmental or other
material permit, license, franchise, approval, consent and authorization (including planning board
approvals from applicable Governmental Authorities and approvals required under the Nevada Gaming
Laws) required for or in connection with the construction, ownership, use, occupation and operation
of the Palazzo Project, the Resort Complex and the transactions provided for in this Agreement and
the Resort Complex Operative Documents.



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“Permitted Acquisition” means the acquisition by Borrower or a Credit Party of all the Equity
Interests of, or all or substantially all the assets of, or a line of business of, or an operating
business or business unit of, another Person in a transaction permitted by this Agreement for
aggregate consideration in excess of $100,000,000.



“Permitted Subordinated Indebtedness” means any unsecured Indebtedness of the Credit Parties
(a) for which no installment of principal matures earlier than 12 months after the latest Term Loan
Maturity Date and (b) for which the payment of principal and interest is subordinated in right of
payment to the Obligations (and with respect to such Indebtedness incurred after the date hereof,
Secured Obligations) pursuant to documentation containing redemption and other prepayment events,
maturities, amortization schedules, covenants, events of default, remedies, acceleration rights,
subordination provisions and other material terms reasonably satisfactory to Administrative Agent
and Syndication Agents.



“Person” means and includes natural persons, corporations, limited partnerships, general
partnerships, limited liability companies, limited liability partnerships, joint stock companies,
Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business
trusts or other organizations, whether or not legal entities, and Governmental Authorities.



“Phase II Mall Subsidiary” means Phase II Mall Subsidiary, LLC, a Delaware limited liability
company.



“Phase II Mall Holdings” means Phase II Mall Holding, LLC, a Nevada limited liability company.



“Platform” as defined in Section 5.1(p).



“Potential Event of Default” means a condition or event that, after notice or lapse of time or
both, would constitute an Event of Default.



“Prime Rate” means the rate of interest quoted in The Wall Street Journal, Money Rates
Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least
75% of the nation’s thirty (30) largest banks), as in effect from time to time. The Prime Rate is
a reference rate and does not necessarily represent the lowest or best rate actually charged to any
customer. Agent or any other Lender may make commercial loans or other loans at rates of interest
at, above or below the Prime Rate.



“Principal Office” means, for each of Administrative Agent, Swing Line Lender and Issuing
Bank, such Person’s “Principal Office” as set forth on Appendix B, or such other office or
office of a third party or sub-agent, as appropriate, as such Person may from time to time
designate in writing to Borrower, Administrative Agent and each Lender.



“Proceedings” as defined in Section 5.1(h).



“Procurement Services Agreement” means the Corporate Services Agreement effective as of March
1, 2005 among Borrower, Venetian Macau Limited and World Sourcing Services Limited and any other
similar agreement between or among any Credit Parties and any
Affiliates for the sourcing and/or purchase of goods on terms that are substantially
equivalent to the terms that could be obtained from an unaffiliated third party.



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“Projections” as defined in Section 4.8.



“Project Documents” means the Palazzo Mall Sale Agreement, the JDA, the Walgreens’ Documents
and any document or agreement related to the design, development, construction or pre-opening of
the Palazzo Facility and entered into on, prior to or after the Closing Date, in accordance with
Section 6.12.



“Pro Rata Share” means (i) with respect to all payments, computations and other matters
relating to the Original Tranche B Term Loans of any Lender, the percentage obtained by dividing
(a) the Original Tranche B Term Loans of that Lender by (b) the aggregate Original Tranche B Term
Loans of all Lenders; (ii) with respect to all payments, computations and other matters relating to
the Original Delayed Draw I Term Loans of any Lender, the percentage obtained by dividing (a) the
Original Delayed Draw I Term Loans of that Lender by (b) the aggregate Original Delayed Draw I Term
Loans of all Lenders; (iii) with respect to all payments, computations and other matters relating
to the Original Delayed Draw II Term Loans of any Lender, the percentage obtained by dividing
(a) the Original Delayed Draw II Term Loans of that Lender by (b) the aggregate Original Delayed
Draw II Term Loans of all Lenders; (iv) with respect to all payments, computations and other
matters relating to the Revolving Commitment or Revolving Loans of any Lender or any Letters of
Credit issued or participations purchased therein by any Lender or any participations in any Swing
Line Loans purchased by any Lender, the percentage obtained by dividing (a) the Revolving Exposure
of that Lender by (b) the aggregate Revolving Exposure of all Lenders; (v) with respect to all
payments, computations and other matters relating to the Extended Tranche B Term Loans of any
Lender, the percentage obtained by dividing (a) the Extended Tranche B Term Loans of that Lender by
(b) the aggregate Extended Tranche B Term Loans of all Lenders; (vi) with respect to all payments,
computations and other matters relating to the Extended Delayed Draw I Term Loans of any Lender,
the percentage obtained by dividing (a) the Extended Delayed Draw I Term Loans of that Lender by
(b) the aggregate Extended Delayed Draw I Term Loans of all Lenders; (vii) with respect to all
payments, computations and other matters relating to the Extended Delayed Draw II Term Loans of any
Lender, the percentage obtained by dividing (a) the Extended Delayed Draw II Term Loans of that
Lender by (b) the aggregate Extended Delayed Draw II Term Loans of all Lenders; and (viii) with
respect to all payments, computations, and other matters relating to New Term Loan Commitments or
New Term Loans of a particular Series, the percentage obtained by dividing (a) the New Term Loan
Exposure of that Lender with respect to that Series by (b) the aggregate New Term Loan Exposure of
all Lenders with respect to that Series. For all other purposes with respect to each Lender, “Pro
Rata Share” means the percentage obtained by dividing (a) an amount equal to the sum of the Terms
Loans (other than New Term Loans), the Revolving Exposure and the New Term Loan Exposure of that
Lender, by (b) an amount equal to the sum of the aggregate Term Loans (other than New Term Loans),
the aggregate Revolving Exposure and the aggregate New Term Loan Exposure of all Lenders.



“Purchase Consideration” as defined in Section 10.6(j)(i).



“Quarterly Date” means March 31, June 30, September 30 and December 31.



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“Quarterly Payment Date” means each April 1, July 1, October 1, and January 1.



“Rate Protection Agreement” means, collectively, any Hedging Agreement entered into by the
Credit Parties under which the counterparty of such Hedging Agreement is (or at the time such
Hedging Agreement was entered into, was) an Agent, a Lender or an Affiliate of an Agent or a Lender
(each, a “Lender Counterparty”); provided that such Hedging Agreement relates to
(a) interest rate risk with respect to Indebtedness secured by a First Priority Lien, (b) any
currency exchange risk or (c) commodities pricing risk.



“Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or
otherwise) then owned by any Credit Party in any real property.



“Refinancing Fees” means with respect to any extension, refinancing, defeasance, renewal,
replacement, substitution, refunding, repurchase, repayment or redemption of Indebtedness, or any
tender for or call of Indebtedness, any reasonable fees, original issue discount, expenses,
premiums, make-whole payments, and accrued and unpaid interest refinanced or paid or incurred in
connection therewith.



“Refinancing New Revolving Loan Commitments” as defined in Section 2.24.



“Refinancing New Term Loans” as defined in Section 2.24.



“Refunded Swing Line Loans” as defined in Section 2.3(b)(iv).



“Register” as defined in Section 2.7(b).



“Regulation D” means Regulation D of the Board of Governors, as in effect from time to time.



“Regulation FD” means Regulation FD as promulgated by the US Securities and Exchange
Commission under the Securities Act and Exchange Act as in effect from time to time.



“Reimbursement Date” as defined in Section 2.4(d).



“Related Fund” means, with respect to any Lender that is an investment fund, any other
investment fund that invests in commercial loans and that is managed or advised by the same
investment advisor as such Lender or by an Affiliate of such investment advisor.



“Related Parties” means: (a) Family Members (defined below); (b) directors of LVSC or
Borrower and employees of LVSC or Borrower who are senior managers or officers of LVSC, Borrower,
Interface or any of their Affiliates; (c) any Person who receives an interest in LVSC or Borrower
from any individual referenced in clauses (a)-(b) in a gratuitous transfer, whether by gift,
bequest or otherwise, to the extent of such interest; (d) the estate of any individual referenced
in clauses (a)-(c); (e) a trust for the benefit of one or more of the individuals referenced in
clauses (a)-(c); and/or (f) an entity owned or controlled, directly or indirectly, by one or more
of the individuals, estates or trusts referenced in clauses (a)-(e). For the purpose of this
paragraph, a “Family Member” shall include: (a) Sheldon G. Adelson;
(b) Dr. Miriam Adelson; (c) any sibling of either of the foregoing; (d) any issue of any one
or more of the individuals referenced in the preceding clauses (a)-(c); and (e) the spouse or issue
of the spouse of one or more of the individuals referenced in the preceding clauses (a)-(d).



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“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping,
deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material
into the indoor or outdoor environment (including the abandonment or disposal of any barrels,
containers or other closed receptacles containing any Hazardous Material), including the movement
of any Hazardous Material through the air, soil, surface water or groundwater.



“Replacement Lender” as defined in Section 2.23.



“Requisite Lenders” means one or more Lenders having or holding Term Loans (other than New
Term Loans), New Term Loan Exposure and/or Revolving Exposure and representing more than 50% of the
sum of (i) the aggregate Term Loans (other than New Term Loans) of all Lenders, (ii) the aggregate
Revolving Exposure of all Lenders and (iii) the aggregate New Term Loan Exposure of all Lenders.



“Resort Complex” means the Venetian Facility, the SECC and the Palazzo Facility.



“Resort Complex Operative Documents” means the Cooperation Agreement, the Harrah’s Shared
Roadway Agreement, the Harrah’s Shared Garage Lease, the HVAC Services Agreements, the Office Space
Lease, the Gondola Lease, the Theater Lease, the Casino Level Mall Lease, Walgreens’ Sale and
Purchase Agreement, the LVSC Corporate Services Agreement, the Site Easements, and the Walgreens’
Documents.



“Restatement Date” means August 18, 2010.



“Restaurant Joint Venture” means TK Las Vegas LLC, CTVR Associates, LLC, Two Roads Las Vegas,
LLC, Primewine, LLC, LVCUT Associates, LLC and any other Joint Venture formed or entered into by a
Credit Party for the purpose of development, construction and operation of one or more restaurants
within the Resort Complex.



“Restricted Payment” means (a) any dividend or other distribution, direct or indirect, on
account of any shares of any class of Equity Interests of Borrower now or hereafter outstanding,
except a dividend or distribution payable solely in shares of that class of Equity Interests to the
holders of that class (or the accretion of such dividends or distribution), (b) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or
indirect, of any shares of any class of Equity Interests of Borrower now or hereafter outstanding,
(c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire shares of any class of Equity Interests of Borrower now or hereafter
outstanding, and (d) any payment or prepayment of principal of, premium, if any, or interest on, or
redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking
fund or similar payment with respect to Permitted Subordinated Indebtedness.



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“Restricted Subsidiary” means Interface (whether or not a Subsidiary of Borrower), and any
Subsidiary of Borrower or Interface other than an Excluded Subsidiary.



“Revolving Commitment” means, with respect to each Lender, the Original Revolving Commitment
or Extended Revolving Commitment of such Lender, as applicable.



“Revolving Commitment Termination Date” means the Original Revolving Commitment Termination
Date or the Extended Revolving Commitment Termination Date, as applicable.



“Revolving Exposure” means, with respect to any Lender as of any date of determination,
(i) prior to the termination of the Revolving Commitments, that Lender’s Revolving Commitment; and
(ii) after the termination of the Revolving Commitments, the sum of (a) the aggregate outstanding
principal amount of the Revolving Loans of that Lender, (b) in the case of Issuing Bank, the
aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (net of
any participations by Lenders in such Letters of Credit), (c) the aggregate amount of all
participations by that Lender in any outstanding Letters of Credit or any unreimbursed drawing
under any Letter of Credit, (d) in the case of Swing Line Lender, the aggregate outstanding
principal amount of all Swing Line Loans (net of any participations therein by other Lenders), and
(e) the aggregate amount of all participations therein by that Lender in any outstanding Swing Line
Loans.



“Revolving Lender” means a Declining Revolving Lender or an Extending Revolving Lender.



“Revolving Loan” means an Original Revolving Loan and/or an Extended Revolving Loan, as
applicable.



“Revolving Loan Note” means a promissory note in the form of Exhibit H-2, as it may be
amended, supplemented or otherwise modified from time to time.



“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation, or any
successor thereto, and if such Person shall for any reason no longer perform the function of a
securities rating agency, S&P shall be deemed to refer to any other rating agency designated by
Borrower with the written consent of Administrative Agent (such consent not to be unreasonably
withheld).



“Scotia Capital” as defined in the preamble hereto.



“SECC” means the exposition, convention and meeting facilities commonly known as the Sands
Expo and Convention Center.



“SECC Phase II Project” means the exposition, convention and meeting facilities currently
contemplated to be developed and constructed on the Central Park West Site or any other development
or use of the Central Park West Site for Borrower’s benefit.



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“Secured Cash Management Services Obligations” means the due and punctual payment of any and
all obligations of the Credit Parties in connection with Cash
Management Services that are (a) owed on the Restatement Date to a person that is the
Administrative Agent or a Lender or an Affiliate of the Administrative Agent or a Lender as of the
Restatement Date or (b) owed to a person that is the Administrative Agent or a Lender or an
Affiliate of the Administrative Agent or a Lender at the time such obligations are incurred.



“Secured Obligations” means (i) the Obligations, (ii) the due and punctual payment and
performance of all obligations of each Credit Party under each Rate Protection Agreement and (iii)
the Secured Cash Management Services Obligations.



“Secured Parties” has the meaning assigned to that term in the Security Agreement.



“Securities” means any stock, shares, partnership interests, voting trust certificates,
certificates of interest or participation in any profit-sharing agreement or arrangement, options,
warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly known as
“securities” or any certificates of interest, shares or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire,
any of the foregoing.



“Securities Act” means the Securities Act of 1933, as amended from time to time, and any
successor statute.



“Security Agreement” means the Amended and Restated Security Agreement to be executed by
Borrower and each Grantor substantially in the form of Exhibit M, as it may be amended,
supplemented or otherwise modified from time to time.



“Series” as defined in Section 2.24.



“Settlement Confirmation” as defined in Section 10.6(c).



“Settlement Service” as defined in Section 10.6(d).



“Shareholder Subordinated Indebtedness” means Permitted Subordinated Indebtedness held by
Adelson, his Affiliates and/or his Related Parties that has a maturity date after the latest Term
Loan Maturity Date, that does not pay any cash interest, that does not bind the obligor(s) thereon
by the provisions of any covenants other than customary affirmative covenants, and that does not
contain any cross-default provisions to any other Indebtedness of such obligor(s).



“Significant Asset Sale” means any Asset Sale described in clause (a) or (b) of the definition
of the term “Asset Sale” for aggregate consideration in excess of $100,000,000.



“Site Easement” means any easement appurtenant, easement in gross, license agreement and other
right running for the benefit of Borrower, the Venetian Facility, the Palazzo Project, the HVAC
Component or appurtenant to the Palazzo Site and/or the Venetian Site which benefits or burdens the
Resort Complex, including those certain easements and licenses described in the Mortgage Policies.



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“Solvent” means, with respect to any Credit Party, that as of the date of determination, both
(i) (a) the sum of such Credit Party’s debt (including contingent liabilities) does not exceed the
present fair saleable value of such Credit Party’s present assets; (b) such Credit Party’s capital
is not unreasonably small in relation to its business as contemplated on the Closing Date or with
respect to any transaction contemplated or undertaken after the Closing Date; and (c) such Person
has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that
it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity
or otherwise); and (ii) such Person is “solvent” within the meaning given that term and similar
terms under the Bankruptcy Code and applicable laws relating to fraudulent transfers and
conveyances. For purposes of this definition, the amount of any contingent liability at any time
shall be computed as the amount that, in light of all of the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an actual or matured
liability (irrespective of whether such contingent liabilities meet the criteria for accrual under
Statement of Financial Accounting Standard No. 5).



“Specified FF&E” means any furniture, fixtures, equipment and other personal property that is
financed or refinanced in full with the proceeds from an FF&E Facility (other than temporary
funding with the proceeds of Loans hereunder or Cash on hand, and in the case of Loans, only once
such Loans have been reimbursed with proceeds of loans under the relevant FF&E Facility, and other
than costs related to transportation, installation and sales taxes), including each and every item
or unit of equipment acquired with the proceeds thereof, each and every item or unit of equipment
acquired by substitution or replacement thereof; all parts, components and other items pertaining
to such property; all documents (including all warehouse receipts, dock receipts, bills of lading
and the like); all licenses (other than Gaming Licenses), warranties, guarantees, service contracts
and related rights and interests covering all or any portion of such property; and to the extent
not otherwise included, all proceeds (including insurance proceeds) of any of the foregoing and all
accessions to, substitutions and replacements for, and the rents, profits and products of, each of
the foregoing (including collateral accounts) and such other collateral reasonably determined by
the Administrative Agent in its reasonable discretion.



“Standby Letter of Credit” means any standby letter of credit or similar instrument issued for
the purpose of supporting (a) Indebtedness of Borrower or a Restricted Subsidiary in respect of
industrial revenue or development bonds or financings, (b) workers’ compensation liabilities of
Borrower or a Restricted Subsidiary, (c) the obligations of third party insurers of Borrower or a
Restricted Subsidiary arising by virtue of the laws of any jurisdiction requiring the third party
insurers, (d) obligations with respect to Capital Leases or Operating Leases of Borrower or with
respect to the Harrah’s Shared Roadway Agreement, (e) performance, payment, deposit or surety
obligations of Borrower or a Restricted Subsidiary, in any case, if required by Legal Requirements
(including if required by any Governmental Authority or otherwise necessary in order to obtain any
Permit related to the Palazzo Project) or in accordance with custom and practice in the industry,
(f) Legal Requirements in connection with the development of the Palazzo Project and (g) for
general corporate purposes of the Credit Parties; provided that Standby Letters of Credit
may not be issued for the purpose of supporting any Indebtedness constituting “antecedent debt” (as
that term is used in Section 547 of Bankruptcy Code).



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“Subordination, Non-Disturbance and Attornment Agreement” means any subordination,
non-disturbance and attornment agreement substantially in the form of Exhibit O, or such
other form as is reasonably agreed by the Administrative Agent, delivered pursuant hereto.



“Subsidiary” means, with respect to any Person, (a) any corporation, partnership, limited
liability company, association, joint venture or other business entity of which more than 50% of
the total voting power of shares of stock or other ownership interests entitled (without regard to
the occurrence of any contingency) to vote in the election of the Person or Persons (whether
directors, managers, trustees or other Persons performing similar functions) having the power to
direct or cause the direction of the management and policies thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof and (b) any partnership or limited liability company of which more
than 50% of such entities’ capital accounts, distribution rights, partnership interests or
membership interests are owned or controlled directly or indirectly by such Person or one of more
other Subsidiaries of that Person or a combination thereof.



“Substitute Lender” is defined in Section 10.25(a) .



“Supplier Joint Venture” means any Person that supplies or provides materials or services to a
Credit Party or any contractor in the Resort Complex and in which a Credit Party has Investments.



“Swing Line Lender” means Scotia Capital, in its capacity as Swing Line Lender hereunder,
together with its permitted successors and assigns in such capacity.



“Swing Line Loan” means a Loan made by Swing Line Lender to Borrower pursuant to Section 2.3.



“Swing Line Note” means a promissory note in the form of Exhibit H-3, as it may be
amended, supplemented or otherwise modified from time to time.



“Swing Line Sublimit” means the lesser of (i) $100,000,000, and (ii) the aggregate unused
amount of Revolving Commitments then in effect.



“Syndication Agents” as defined in the preamble hereto.



“Tax” or “Taxes” means any present or future tax, levy, impost, duty, charge, fee, deduction
or withholding of any nature imposed, levied, collected, withheld or assessed by any Governmental
Authority.



“Tax Sharing Agreement” means the Tax Sharing Agreement, dated as of January 1, 2010, by and
among LVSC, Borrower, and certain other subsidiaries of Borrower solely as in effect on the
Restatement Date, and as thereafter amended (i) with the consent of the Administrative Agent (such
consent not to be unreasonably withheld) or (ii) to make any change so long as the amount of money
to be distributed by any Credit Party thereunder to LVSC or any other party thereto that is not a
Credit Party is not increased as a result of such amendment.



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“Term Loan” means an Original Term Loan, an Extended Term Loan and a New Term Loan, as
applicable.



“Term Loan Commitment” means the New Term Loan Commitment of a Lender, and “Term Loan
Commitments” means such commitments of all Lenders.



“Term Loan Maturity Date” means the Tranche B Term Loan Maturity Date, the Delayed Draw I Term
Loan Maturity Date, the Delayed Draw II Term Loan Maturity Date and the New Term Loan Maturity Date
of any Series of New Term Loans.



“Terminated Lender” as defined in Section 2.23.



“Theater Lease” means the Lease between VCR and Grand Canal, dated as of May 17, 2004, with
respect to the lease of certain showroom space to VCR.



“Title Company” means First American Title Insurance Company or an Affiliate thereof and/or
one or more other title insurance companies reasonably satisfactory to the Administrative Agent.



“Total Utilization of Revolving Commitments” means, as at any date of determination, the sum
of (i) the aggregate principal amount of all outstanding Revolving Loans (other than Revolving
Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing the Issuing
Bank for any amount drawn under any Letter of Credit, but not yet so applied), (ii) the aggregate
principal amount of all outstanding Swing Line Loans, and (iii) the Letter of Credit Usage.



“Tranche B Term Loan” means a Tranche B Term Loan made by a Lender to Borrower pursuant to
Section 2.1(a) of the Existing Credit Agreement.



“Tranche B Term Loan Maturity Date” means the Original Tranche B Term Loan Maturity Date or
Extended Tranche B Term Loan Maturity Date, as applicable.



“Tranche B Term Loan Note” means a promissory note in the form of Exhibit H-4, as it
may be amended, supplemented or otherwise modified from time to time.



“Type of Loan” means (i) with respect to either Term Loans or Revolving Loans, a Base Rate
Loan or a Eurodollar Rate Loan, and (ii) with respect to Swing Line Loans, a Base Rate Loan.



“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New
York; provided, that if, with respect to any UCC financing statement or by reason of any
provisions of law, the perfection or the effect of perfection or non-perfection of the security
interests granted to the Collateral Agent pursuant to the applicable Credit Document is governed by
the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New
York, then “UCC” means the Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions of each Credit Document and any UCC financing statement
relating to such perfection or effect of perfection or non-perfection.



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“United States” or “U.S.” means the United States, its fifty states and the District of
Columbia.



“U.S. Lender” as defined in Section 2.20(c).



“VCR” means Venetian Casino Resort, LLC, a Nevada limited liability company.



“Venetian Facility” means The Venetian Resort Hotel Casino, a Venetian-themed resort hotel,
casino, retail, meeting and entertainment complex located at 3355 Las Vegas Boulevard South, Clark
County, Nevada (excluding the SECC and the SECC Phase II Project).



“Venetian Site” means the land on which the Venetian Facility is constructed.



“Voluntary Prepayment” has the meaning assigned to such term in the Amendment Agreement.



“Walgreens’ Access Easement” means the Amended and Restated Parking and Access Agreement,
dated as of January 12, 2007, by and among VCR, LCR, and CAP II-Buccaneer, LLC.



“Walgreens’ CC&R’s” means the Amended and Restated Declaration of Covenants, Conditions and
Restrictions and Reservations of Easements, dated as of January 12, 2007, by CAP II-Buccaneer, LLC.



“Walgreens’ Documents” means the JDA, the Walgreens’ CC&R’s and the Walgreens’ Access
Easement.



“Walgreens’ Lease” means that certain Commercial Lease dated as of March 1, 2004 between the
Phase II Mall Subsidiary (as assignee of LCR) and Cap II—Buccaneer, LLC, a New Mexico limited
liability company, as amended as of September 30, 2004, as of January 12, 2007 and as of February
28, 2008.



“Walgreens’ Sale and Purchase Agreement” means the Agreement of Sale and Purchase, dated as of
May 2, 2006, by and between CAP II-Buccaneer, LLC, and LVSC.



“Withdrawal Period” as defined in Section 10.25(b).



1.2. Accounting Terms. Except as otherwise expressly provided herein, all accounting terms
not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP.
Financial statements and other information required to be delivered by Borrower to Lenders pursuant
to Section 5.1(a) and 5.1(b) shall be prepared in accordance with GAAP as in effect at the time of
such preparation (and delivered together with the reconciliation statements provided for in
Section 5.1(d), if applicable). Subject to the foregoing, calculations in connection with the
definitions, covenants and other provisions hereof shall utilize accounting principles and policies
in conformity with those used to prepare the Historical Financial Statements, to the extent such
principles and policies have not changed, or such principles and policies remain in effect at the
time of calculation in accordance with the next sentence.
Calculations in connection with the definitions, covenants and other provisions of this
Agreement shall utilize accounting principles and policies in conformity with those used to prepare
the financial statements referred to in Section 4.7. For the purposes of this Agreement,
“consolidated” with respect to any Person shall mean, unless expressly stated to be otherwise, such
Person consolidated with the other Credit Parties and shall not include any Excluded Subsidiary;
provided that the parties acknowledge such definition of “consolidated” is not in
accordance with GAAP to the extent Excluded Subsidiaries are not consolidated with such Person.

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1.3. Interpretation, etc. Any of the terms defined herein may, unless the context otherwise
requires, be used in the singular or the plural, depending on the reference. References herein to
any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an
Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the
word “include” or “including”, when following any general statement, term or matter, shall not be
construed to limit such statement, term or matter to the specific items or matters set forth
immediately following such word or to similar items or matters, whether or not non-limiting
language (such as “without limitation” or “but not limited to” or words of similar import) is used
with reference thereto, but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter. References to any
agreement or document shall include such agreement or document as amended, restated, supplemented,
or otherwise modified from time to time, except where specifically noted to be solely as of a
specific date, and except as amended in violation of this Agreement. The terms lease and license
shall include sub-lease and sub-license, as applicable. Any reference to a Person party to any
document shall include a successor in interest to such Person, unless the succession of such Person
is not permitted hereunder.



1.4. Pro Forma Calculations. With respect to any period of four consecutive Fiscal Quarters
during which Borrower or any Credit Party consummate a Permitted Acquisition or Significant Asset
Sale, the Consolidated Leverage Ratio and the Consolidated Senior Leverage Ratio shall be
calculated with respect to such period on a pro forma basis after giving effect to such Permitted
Acquisition or Significant Asset Sale (including, without duplication, (a) all pro forma
adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933,
as amended, and (b) pro forma adjustments for cost savings (net of continuing associated expenses)
to the extent such cost savings are factually supportable, are expected to have a continuing impact
and have been realized or are reasonably expected to be realized within 12 months following such
Permitted Acquisition or Significant Asset Sale; provided that all such adjustments shall
be set forth in a reasonably detailed Officer’s Certificate of Borrower and, in the case of clause
(b), shall be in form and substance reasonably satisfactory to Administrative Agent), using, for
purposes of making such calculations, the historical financial statements of Borrower and the
Credit Parties which shall be reformulated as if such Permitted Acquisition or Significant Asset
Sale, and any other Permitted Acquisitions and Significant Asset Sales that have been consummated
during the period, had been consummated on the first day of such period.




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SECTION 2. LOANS AND LETTERS OF CREDIT



2.1. Term Loans.



(a) Tranche B Term Loans. The parties hereto acknowledge the making of the Tranche B
Term Loans under the Existing Credit Agreement on the Closing Date. As provided in the Amendment
Agreement, the Tranche B Term Loans shall continue as outstanding under this Agreement in the form
of Original Tranche B Term Loans in an aggregate outstanding principal amount on the Restatement
Date equal to $752,777,573.70 and Extended Tranche B Term Loans in an aggregate outstanding
principal amount on the Restatement Date (after giving effect to the Voluntary Prepayment) of
$1,415,322,565.30. Any amount repaid or prepaid in respect of a Tranche B Term Loan may not be
reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to
Tranche B Term Loans shall be paid in full no later than the Original Tranche B Term Loan Maturity
Date or Extended Tranche B Term Loan Maturity Date, as applicable.



(b) Delayed Draw I Term Loans. The parties hereto acknowledge the making of the
Delayed Draw I Term Loans under the Existing Credit Agreement. As provided in the Amendment
Agreement, the Delayed Draw I Term Loans shall continue as outstanding under this Agreement in the
form of Original Delayed Draw I Term Loans in an aggregate outstanding principal amount on the
Restatement Date equal to $154,431,108.60 and Extended Delayed Draw I Term Loans in an aggregate
outstanding principal amount on the Restatement Date (after giving effect to the Voluntary
Prepayment) of $284,458,305.30. Any amount repaid or prepaid in respect of a Delayed Draw I Term
Loan may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with
respect to the Delayed Draw I Term Loans shall be paid in full no later than the Original Delayed
Draw I Term Loan Maturity Date or Extended Delayed Draw I Term Loan Maturity Date, as applicable.



(c) Delayed Draw II Term Loans. The parties hereto acknowledge the making of the
Delayed Draw II Term Loans under the Existing Credit Agreement. As provided in the Amendment
Agreement, the Delayed Draw II Term Loans shall continue as outstanding under this Agreement in
the form of Original Delayed Draw II Term Loans in an aggregate outstanding principal amount on the
Restatement Date equal to $77,091,047.50 or Extended Delayed Draw II Term Loans in an aggregate
outstanding principal amount on the Restatement Date (after giving effect to the Voluntary
Prepayment) of $207,919,399.60. Any amount repaid or prepaid in respect of a Delayed Draw II Term
Loan may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with
respect to the Delayed Draw II Term Loans shall be paid in full no later than the Original Delayed
Draw II Term Loan Maturity Date or Extended Delayed Draw II Term Loan Maturity Date, as applicable.



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2.2. Revolving Loans.



(a) Revolving Commitments. Subject to the terms and conditions herein set forth,
(i) during the Original Revolving Commitment Period, each Declining Revolving Lender severally
agrees to make Original Revolving Loans to Borrower in an aggregate amount up to but not exceeding
such Lender’s Original Revolving Commitment; provided, that after giving effect to the
making of any Original Revolving Loans in no event shall the Total Utilization of
Revolving Commitments exceed the Revolving Commitments then in effect, and (ii) during the
Extended Revolving Commitment Period, each Extending Revolving Lender severally agrees to make
Extended Revolving Loans to Borrower in an aggregate amount up to but not exceeding such Lender’s
Extended Revolving Commitment; provided, that after giving effect to the making of any
Extended Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed
the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(a) may be
repaid and reborrowed during the Original Revolving Commitment Period or Extended Revolving
Commitment Period, as applicable. All prepayments and reborrowings of Revolving Loans, and
reductions of Revolving Commitments, shall be determined according to the Pro Rata Shares of all
Revolving Lenders without regard to the Class of Revolving Commitments held by the Revolving
Lenders. Each Lender’s Revolving Commitment shall expire on the Original Revolving Commitment
Termination Date or Extended Revolving Commitment Termination Date, as applicable, and all
Revolving Loans and all other amounts owed hereunder with respect to the applicable Revolving Loans
and the applicable Revolving Commitments shall be paid in full no later than such applicable date.



(b) Borrowing Mechanics for Revolving Loans. 




(i) Except pursuant to Sections 2.3(b)(iv) and 2.4(d), Revolving Loans that are Base
Rate Loans shall be made in an aggregate minimum amount of $5,000,000 and integral multiples
of $1,000,000 in excess of that amount, and Revolving Loans that are Eurodollar Rate Loans
shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000
in excess of that amount.




(ii) Whenever Borrower desires that Lenders make Revolving Loans, Borrower shall
deliver to Administrative Agent a fully executed and delivered Funding Notice no later than
2:00 p.m. (New York City time) at least three Business Days in advance of the proposed
Credit Date (or such shorter time as is agreed to by the Administrative Agent) in the case
of a Eurodollar Rate Loan, and at least one Business Day in advance of the proposed Credit
Date (or such shorter time as is agreed to by the Administrative Agent) in the case of a
Revolving Loan that is a Base Rate Loan. Except as otherwise provided herein, a Funding
Notice for a Revolving Loan that is a Eurodollar Rate Loan shall be irrevocable on and after
the related Interest Rate Determination Date, and Borrower shall be bound to make a
borrowing in accordance therewith.




(iii) Notice of receipt of each Funding Notice in respect of Revolving Loans, together
with the amount of each Lender’s Pro Rata Share thereof, if any, together with the
applicable interest rate, shall be provided by Administrative Agent to each applicable
Lender by telefacsimile with reasonable promptness, but (provided Administrative Agent shall
have received such notice by 10:00 a.m. (New York City time)) not later than 2:00 p.m. (New
York City time) on the same day as Administrative Agent’s receipt of such Funding Notice
from Borrower.




(iv) Each Lender shall make the amount of its Revolving Loan available to
Administrative Agent not later than 12:00 p.m. (New York City time) on the applicable Credit
Date by wire transfer of same day funds in Dollars, at the Principal Office designated by
Administrative Agent. Except as provided herein, upon satisfaction or
waiver of the conditions precedent specified herein, Administrative Agent shall make
the proceeds of such Revolving Loans available to Borrower on the applicable Credit Date by
causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving
Loans received by Administrative Agent from Lenders to be credited to the account of
Borrower at the Principal Office designated by Administrative Agent or such other account as
may be designated in writing to Administrative Agent by Borrower.



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2.3. Swing Line Loans.



(a) Swing Line Loans Commitments. Prior to the expiration of the Extended Revolving
Commitment Period, subject to the terms and conditions hereof, Swing Line Lender hereby agrees to
make Swing Line Loans to Borrower in the aggregate amount up to but not exceeding the Swing Line
Sublimit; provided, that after giving effect to the making of any Swing Line Loan, in no
event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in
effect. Amounts borrowed pursuant to this Section 2.3 may be repaid and reborrowed prior to the
expiration of the Extended Revolving Commitment Period. Swing Line Lender’s Revolving Commitment
shall expire on the Extended Revolving Commitment Termination Date and all Swing Line Loans and all
other amounts owed hereunder with respect to the Swing Line Loans and the Revolving Commitments
shall be paid in full no later than such date.



(b) Borrowing Mechanics for Swing Line Loans. 




(i) Swing Line Loans shall be made in an aggregate minimum amount of $500,000 and
integral multiples of $100,000 in excess of that amount.




(ii) Whenever Borrower desires that Swing Line Lender make a Swing Line Loan, Borrower
shall deliver to Administrative Agent a Funding Notice no later than 2:00 p.m. (New York
City time) on the proposed Credit Date.




(iii) Swing Line Lender shall make the amount of its Swing Line Loan available to
Administrative Agent not later than 2:00 p.m. (New York City time) on the applicable Credit
Date by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal
Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent
specified herein, Administrative Agent shall make the proceeds of such Swing Line Loans
available to Borrower on the applicable Credit Date by causing an amount of same day funds
in Dollars equal to the proceeds of all such Swing Line Loans received by Administrative
Agent from Swing Line Lender to be credited to the account of Borrower at Administrative
Agent’s Principal Office, or to such other account as may be designated in writing to
Administrative Agent by Borrower.



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(iv) With respect to any Swing Line Loans which have not been voluntarily prepaid by
Borrower pursuant to Section 2.13, Swing Line Lender may at any time in its sole and
absolute discretion, deliver to Administrative Agent (with a copy to Borrower), no later
than 11:00 a.m. (New York City time) at least one Business Day in advance of the proposed
Credit Date, a notice (which shall be deemed to be a Funding Notice given by Borrower)
requesting that each Lender holding a Revolving
Commitment make Revolving Loans that are Base Rate Loans to Borrower on such Credit
Date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line
Loans”) outstanding on the date such notice is given which Swing Line Lender requests
Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding,
(1) the proceeds of such Revolving Loans made by the Lenders other than Swing Line Lender
shall be immediately delivered by Administrative Agent to Swing Line Lender (and not to
Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and
(2) on the day such Revolving Loans are made, Swing Line Lender’s Pro Rata Share of the
Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan
made by Swing Line Lender to Borrower, and such portion of the Swing Line Loans deemed to be
so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under
the Swing Line Note of Swing Line Lender but shall instead constitute part of Swing Line
Lender’s outstanding Revolving Loans to Borrower and shall be due under the Revolving Loan
Note issued by Borrower to Swing Line Lender. Borrower hereby authorizes Administrative
Agent and Swing Line Lender to charge Borrower’s accounts with Administrative Agent and
Swing Line Lender (up to the amount available in each such account) in order to immediately
pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds
of such Revolving Loans made by Lenders, including the Revolving Loans deemed to be made by
Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If
any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be
recovered by or on behalf of Borrower from Swing Line Lender in bankruptcy, by assignment
for the benefit of creditors or otherwise, the loss of the amount so recovered shall be
ratably shared among all Lenders in the manner contemplated by Section 2.17.




(v) If for any reason Revolving Loans are not made pursuant to Section 2.3(b)(iv) in an
amount sufficient to repay any amounts owed to Swing Line Lender in respect of any
outstanding Swing Line Loans on or before the third Business Day after demand for payment
thereof by Swing Line Lender, each Lender holding a Revolving Commitment shall be deemed to,
and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans,
and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with
accrued interest thereon; provided, on the Original Revolving Commitment Termination
Date, the participations of the Declining Revolving Lenders provided for in this paragraph
shall be reallocated to the Extending Revolving Lenders ratably in accordance with their Pro
Rata Share. Upon one Business Day’s notice from Swing Line Lender, each Lender holding a
Revolving Commitment shall deliver to Swing Line Lender an amount equal to its respective
participation in the applicable unpaid amount in same day funds at the Principal Office of
Swing Line Lender. In order to evidence such participation each Lender holding a Revolving
Commitment agrees to enter into a participation agreement at the request of Swing Line
Lender in form and substance reasonably satisfactory to Swing Line Lender. In the event any
Lender holding a Revolving Commitment fails to make available to Swing Line Lender the
amount of such Lender’s participation as provided in this paragraph, Swing Line Lender shall
be entitled to recover such amount on demand from such Lender together with interest thereon
for three Business Days at the rate customarily
used by Swing Line Lender for the correction of errors among banks and thereafter at
the Base Rate, as applicable.

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(vi) Notwithstanding anything contained herein to the contrary, (1) each Lender’s
obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans
pursuant to the second preceding paragraph and each Lender’s obligation to purchase a
participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph
shall be absolute and unconditional and shall not be affected by any circumstance, including
(A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have
against Swing Line Lender, any Credit Party or any other Person for any reason whatsoever;
(B) the occurrence or continuation of a Potential Event of Default or Event of Default;
(C) any adverse change in the business, operations, properties, assets, condition (financial
or otherwise) or prospects of any Credit Party; (D) any breach of this Agreement or any
other Credit Document by any party thereto; or (E) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing; provided that such
obligations of each Lender are subject to the condition that Swing Line Lender believed in
good faith that all conditions under Section 3.2 to the making of the applicable Refunded
Swing Line Loans or other unpaid Swing Line Loans, were satisfied at the time such Refunded
Swing Line Loans or unpaid Swing Line Loans were made, or the satisfaction of any such
condition not satisfied had been waived by the Requisite Lenders prior to or at the time
such Refunded Swing Line Loans or other unpaid Swing Line Loans were made; and (2) Swing
Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to
do so after the occurrence and during the continuation of a Potential Event of Default or
Event of Default or (B) at a time when a Funding Default exists unless Swing Line Lender has
entered into arrangements satisfactory to it and Borrower to eliminate Swing Line Lender’s
risk with respect to the Defaulting Lender’s participation in such Swing Ling Loan,
including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding
Swing Line Loans.



2.4. Issuance of Letters of Credit and Purchase of Participations Therein.



(a) Letters of Credit. Prior to the expiration of the Extended Revolving Commitment
Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit
for the account of Borrower for the purposes specified in the definitions of Commercial Letters of
Credit and Standby Letters of Credit in the aggregate amount up to but not exceeding the Letter of
Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars;
(ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser
amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event
shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in
effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage
exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any Standby Letter of
Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination
Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit;
and (vi) in no event shall any Commercial Letter of Credit (x) have an expiration date later than
the earlier of (1) the Revolving Loan Commitment Termination Date and (2) the


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date which is 180
days from the date of issuance of such Commercial Letter of Credit or (y) be issued if such Commercial Letter of Credit is otherwise
unacceptable to Issuing Bank in its reasonable discretion. Subject to the foregoing, Issuing Bank
may agree that a Standby Letter of Credit will automatically be extended for one or more successive
periods not to exceed one year each, unless Issuing Bank elects not to extend for any reason or for
no reason for any such additional period; provided, in the event a Funding Default exists,
Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered
into arrangements satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to
the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing
such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.



(b) Notice of Issuance. Whenever Borrower desires the issuance of a Letter of Credit,
Borrower shall deliver to Administrative Agent an Issuance Notice no later than 2:00 p.m. (New York
City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business
Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be
agreed to by Issuing Bank in any particular instance, in advance of the proposed date of issuance.
The Issuance Notice shall specify (i) the proposed date of issuance (which shall be a Business
Day), (ii) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter
of Credit, (iii) the face amount of the Letter of Credit, (iv) the expiration date of the Letter of
Credit, (v) the name and address of the beneficiary, and (vi) either the verbatim text of the
proposed Letter of Credit or the proposed terms and conditions thereof, including a precise
description of any documents to be presented by the beneficiary which, if presented by the
beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Bank to
make payment under the Letter of Credit; provided that the Issuing Bank, in its reasonable
discretion, may require changes in the text of the proposed Letter of Credit or any such documents;
and provided, further, that no Letter of Credit shall require payment against a
conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction
in which the office of the Issuing Bank to which such draft is required to be presented is located)
that such draft is presented if such presentation is made after 10:00 a.m. (in the time zone of
such office of the Issuing Bank) on such business day. Upon satisfaction or waiver of the
conditions set forth in Section 3.2, Issuing Bank shall issue the requested Letter of Credit only
in accordance with Issuing Bank’s standard operating procedures. Upon the issuance of any Letter
of Credit or amendment or modification to a Letter of Credit, Issuing Bank shall promptly notify
each Lender with a Revolving Commitment of such issuance, which notice shall be accompanied by a
copy of such Letter of Credit or amendment or modification to a Letter of Credit and the amount of
such Lender’s respective participation in such Letter of Credit pursuant to Section 2.4(e).
Borrower shall notify the applicable Issuing Bank (and the Administrative Agent, if Administrative
Agent is not such Issuing Bank) prior to the issuance of any Letter of Credit in the event that any
of the matters to which Borrower is required to certify in the applicable Issuance Notice is no
longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the
issuance of any Letter of Credit, Borrower shall be deemed to have re-certified, as of the date of
such issuance, as to the matters to which Borrower is required to certify in the applicable
Issuance Notice.



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(c) Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments.
In determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof,
Issuing Bank shall be responsible only to examine the documents delivered under such Letter of
Credit with reasonable care so as to ascertain whether they appear on their
face to be in accordance with the terms and conditions of such Letter of Credit. As between
Borrower and Issuing Bank, Borrower assumes all risks of the acts and omissions of, or misuse of
the Letters of Credit issued by Issuing Bank, by the respective beneficiaries of such Letters of
Credit. In furtherance and not in limitation of the foregoing, Issuing Bank shall not be
responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application for and issuance of any such
Letter of Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any such Letter of Credit or the
rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of
Credit to comply fully with any conditions required in order to draw upon such Letter of Credit;
(iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by
mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in
interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under any such Letter of Credit or of the proceeds
thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond
the control of Issuing Bank, including any Governmental Acts; none of the above shall affect or
impair, or prevent the vesting of, any of Issuing Bank’s rights or powers hereunder. Without
limiting the foregoing and in furtherance thereof, any action taken or omitted by Issuing Bank
under or in connection with the Letters of Credit or any documents and certificates delivered
thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of
Issuing Bank to Borrower. Notwithstanding anything to the contrary contained in this
Section 2.4(c), Borrower shall retain any and all rights it may have against Issuing Bank for any
liability arising solely out of the gross negligence or willful misconduct of Issuing Bank.



(d) Reimbursement by Borrower of Amounts Drawn or Paid Under Letters of Credit. In
the event Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall
immediately notify Borrower and Administrative Agent, and Borrower shall reimburse Issuing Bank on
or before the second Business Day immediately following the date on which such drawing is honored
(the “Reimbursement Date”) in an amount in Dollars and in same day funds equal to the amount of
such honored drawing; provided, anything contained herein to the contrary notwithstanding,
unless Borrower shall have notified Administrative Agent and Issuing Bank prior to 10:00 a.m. (New
York City time) on the date such drawing is honored that Borrower intends to reimburse Issuing Bank
for the amount of such honored drawing with funds other than the proceeds of Revolving Loans,
Borrower shall be deemed to have given a timely Funding Notice to Administrative Agent requesting
Lenders with Revolving Commitments to make Revolving Loans that are Base Rate Loans on the
Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and Lenders
with Revolving Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base
Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly
by Administrative Agent to reimburse Issuing Bank for the amount of such honored drawing; and
provided further, if for any reason proceeds of Revolving Loans are not received by
Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing,
Borrower shall reimburse Issuing Bank, on demand, in an amount in same day funds equal to the
excess of the amount of such honored drawing over the aggregate amount of such Revolving
Loans, if any, which are so received. Nothing in this Section 2.4(d) shall be deemed to
relieve any Lender with a Revolving Commitment from its obligation to make Revolving Loans on the
terms and conditions set forth herein, and Borrower shall retain any and all rights it may have
against any such Lender resulting from the failure of such Lender to make such Revolving Loans
under this Section 2.4(d).



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(e) Lenders’ Purchase of Participations in Letters of Credit. Immediately upon the
issuance of each Letter of Credit, each Lender having a Revolving Commitment shall be deemed to
have purchased, and hereby agrees to irrevocably purchase, from Issuing Bank a participation in
such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro
Rata Share (with respect to the Revolving Commitments) of the maximum amount which is or at any
time may become available to be drawn thereunder; provided, on the Original Revolving
Commitment Termination Date, the participations of the Declining Revolving Lenders provided for in
this paragraph shall be reallocated to the Extending Revolving Lenders ratably in accordance with
their Pro Rata Share. In the event that Borrower shall fail for any reason to reimburse Issuing
Bank as provided in Section 2.4(d), Issuing Bank shall promptly notify each Lender with a Revolving
Commitment of the unreimbursed amount of such honored drawing and of such Lender’s respective
participation therein based on such Lender’s Pro Rata Share of the Revolving Commitments. Each
Lender with a Revolving Commitment shall make available to Issuing Bank an amount equal to its
respective participation, in Dollars and in same day funds, at the office of Issuing Bank specified
in such notice, not later than 12:00 p.m. (New York City time) on the first business day (under the
laws of the jurisdiction in which such office of Issuing Bank is located) after the date notified
by Issuing Bank. In the event that any Lender with a Revolving Commitment fails to make available
to Issuing Bank on such business day the amount of such Lender’s participation in such Letter of
Credit as provided in this Section 2.4(e), Issuing Bank shall be entitled to recover such amount on
demand from such Lender together with interest thereon for three Business Days at the rate
customarily used by Issuing Bank for the correction of errors among banks and thereafter at the
Base Rate. Nothing in this Section 2.4(e) shall be deemed to prejudice the right of any Lender
with a Revolving Commitment to recover from Issuing Bank any amounts made available by such Lender
to Issuing Bank pursuant to this Section in the event that it is determined that the payment with
respect to a Letter of Credit in respect of which payment was made by such Lender constituted gross
negligence or willful misconduct on the part of Issuing Bank. In the event Issuing Bank shall have
been reimbursed by other Lenders pursuant to this Section 2.4(e) for all or any portion of any
drawing honored by Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to
each Lender which has paid all amounts payable by it under this Section 2.4(e) with respect to such
honored drawing such Lender’s Pro Rata Share of all payments subsequently received by Issuing Bank
from Borrower in reimbursement of such honored drawing when such payments are received. Any such
distribution shall be made to a Lender at its primary address set forth below its name on Appendix
B or at such other address as such Lender may request.



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(f) Obligations Absolute. The obligation of Borrower to reimburse Issuing Bank for
drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by
Lenders pursuant to Section 2.4(d) and the obligations of Lenders under Section 2.4(e) shall be
unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under
all circumstances including any of the following circumstances: (i) any lack of
validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off,
defense or other right which Borrower or any Lender may have at any time against a beneficiary or
any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting),
Issuing Bank, Lender or any other Person or, in the case of a Lender, against Borrower, whether in
connection herewith, the transactions contemplated herein or any unrelated transaction (including
any underlying transaction between Borrower or one of its Subsidiaries and the beneficiary for
which any Letter of Credit was procured); (iii) any draft or other document presented under any
Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; (iv) payment by Issuing Bank under any
Letter of Credit against presentation of a draft or other document which does not substantially
comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations,
properties, assets, condition (financial or otherwise) or prospects of Borrower or any of its
Subsidiaries; (vi) any breach hereof or any other Credit Document by any party thereto; (vii) any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or
(viii) the fact that an Event of Default or a Default shall have occurred and be continuing;
provided, in each case, that payment by Issuing Bank under the applicable Letter of Credit
shall not have constituted gross negligence or willful misconduct of Issuing Bank under the
circumstances in question.



(g) Indemnification. Without duplication of any obligation of Borrower under
Section 10.2 or 10.3, in addition to amounts payable as provided herein, Borrower hereby agrees to
protect, indemnify, pay and save harmless Issuing Bank from and against any and all claims,
demands, liabilities, damages, losses, costs, charges and expenses (including reasonable and
documented fees, expenses and disbursements of counsel and allocated costs of internal counsel)
which Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the
issuance of any Letter of Credit by Issuing Bank, other than as a result of (1) the gross
negligence or willful misconduct of Issuing Bank or (2) the wrongful dishonor by Issuing Bank of a
proper demand for payment made under any Letter of Credit issued by it, or (ii) the failure of
Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental
Act.



2.5. Pro Rata Shares; Availability of Funds.



(a) Pro Rata Shares. All Loans shall be made, and all participations purchased, by
Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood
that no Lender shall be responsible for any default by any other Lender in such other Lender’s
obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall
any Revolving Commitment of any Lender be increased or decreased as a result of a default by any
other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a
participation required hereby.




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(b) Availability of Funds. Unless Administrative Agent shall have been notified by
any Lender prior to the applicable Credit Date that such Lender does not intend to make available
to Administrative Agent the amount of such Lender’s Loan requested on such Credit Date,
Administrative Agent may assume that such Lender has made such amount available to Administrative
Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be
obligated to, make available to Borrower a corresponding amount on such Credit
Date. If such corresponding amount is not in fact made available to Administrative Agent by
such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand
from such Lender together with interest thereon, for each day from such Credit Date until the date
such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for
the correction of errors among banks for three Business Days and thereafter at the Base Rate. If
such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand
therefor, Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay
such corresponding amount to Administrative Agent together with interest thereon, for each day from
such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable
hereunder for Base Rate Loans for such Class of Loans. Nothing in this Section 2.5(b) shall be
deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments and Revolving
Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a
result of any default by such Lender hereunder.



2.6. Use of Proceeds. The proceeds of the Term Loans made under the Existing Credit Agreement
were applied by Borrower in accordance with the Existing Credit Agreement. The proceeds of the
Revolving Loans, Swing Line Loans and Letters of Credit made after the Closing Date shall be
applied by Borrower for working capital and general corporate purposes of Borrower and its
Subsidiaries, including Investments (including Investments in Excluded Subsidiaries and Affiliates
to fund costs of development projects undertaken by such Excluded Subsidiaries and Affiliates)
permitted hereunder, Restricted Payments permitted hereunder for corporate overhead expenses or
permitted to be made in lieu of certain Investments, and the retirement of other Indebtedness. No
portion of the proceeds of any Credit Extension shall be used in any manner that causes or might
cause such Credit Extension or the application of such proceeds to violate Regulation T,
Regulation U or Regulation X of the Board of Governors or any other regulation thereof or to
violate the Exchange Act.



2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes.



(a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an
account or accounts evidencing the Obligations of Borrower to such Lender, including the amounts of
the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation
shall be conclusive and binding on Borrower, absent manifest error; provided, that the
failure to make any such recordation, or any error in such recordation, shall not affect any
Lender’s Revolving Commitments or Borrower’s Obligations in respect of any applicable Loans; and
provided, further, in the event of any inconsistency between the Register and any
Lender’s records, the recordations in the Register shall govern.



(b) Register. Administrative Agent (or its agent or sub-agent appointed by it) shall
maintain at the Principal Office a register for the recordation of the names and addresses of
Lenders and the Revolving Commitments and Loans of each Lender from time to time (the “Register”).
The Register shall be available for inspection by Borrower or any Lender (with respect to any entry
relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior
notice. Administrative Agent shall record, or shall cause to be recorded, in the Register the
Revolving Commitments and the Loans in accordance with the



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provisions of Section 10.6, and each
repayment or prepayment in respect of the principal amount of the Loans (and any cancellations of Term Loans pursuant to and in accordance with the terms
and conditions of Section 10.6(j)), and any such recordation shall be conclusive and binding on
Borrower and each Lender, absent manifest error; provided, failure to make any such
recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments
or Borrower’s Obligations in respect of any Loan. Borrower hereby designates Scotia Capital to
serve as Borrower’s agent solely for purposes of maintaining the Register as provided in this
Section 2.7, and Borrower hereby agrees that, to the extent Scotia Capital serves in such capacity,
Scotia Capital and its officers, directors, employees, agents, sub-agents and affiliates shall
constitute “Indemnitees.”



(c) Notes. If so requested by any Lender by written notice to Borrower (with a copy
to Administrative Agent) at least two Business Days prior to the Closing Date, or at any time
thereafter, Borrower shall execute and deliver to such Lender (and/or, if applicable and if so
specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6)
on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after
Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Tranche B Term Loan,
Delayed Draw Term Loan, New Term Loan, Revolving Loan or Swing Line Loan, as the case may be.



2.8. Interest on Loans.



(a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid
principal amount thereof from the date made through repayment (whether by acceleration or
otherwise) thereof as follows:




(i) in the case of Revolving Loans:




	 	(1)	 	if a Base Rate Loan, at the Base
Rate plus the Applicable Margin; or

	 
	 	(2)	 	if a Eurodollar Rate Loan, at the
Adjusted Eurodollar Rate plus the Applicable Margin;







(ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable
Margin; and




(iii) in the case of Tranche B Term Loans and Delayed Draw Term Loans:




	 	(1)	 	if a Base Rate Loan, at the Base
Rate plus the Applicable Margin; or

	 
	 	(2)	 	if a Eurodollar Rate Loan, at the
Adjusted Eurodollar Rate plus the Applicable Margin per
annum.





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(b) The basis for determining the rate of interest with respect to any Loan (except a Swing
Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with
respect to any Eurodollar Rate Loan, shall be selected by Borrower and notified to Administrative
Agent and Lenders pursuant to the applicable Funding Notice or
Conversion/Continuation Notice, as the case may be. If on any day a Loan is outstanding with
respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to
Administrative Agent in accordance with the terms hereof specifying the applicable basis for
determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.



(c) In connection with Eurodollar Rate Loans there shall be no more than fifteen Interest
Periods outstanding at any time. In the event Borrower fails to specify between a Base Rate Loan
or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such
Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate
Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base
Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the
event Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable
Funding Notice or Conversion/Continuation Notice, Borrower shall be deemed to have selected an
Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each
Interest Rate Determination Date, Administrative Agent shall determine (which determination shall,
absent manifest error, be final, conclusive and binding upon all parties) the interest rate that
shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for
the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone
confirmed in writing) to Borrower and each Lender.



(d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate
Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of
Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days
elapsed in the period during which it accrues. In computing interest on any Loan, the date of the
making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect
to a Term Loan, the last Interest Payment Date with respect to such Term Loan or, with respect to a
Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such
Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of
payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with
respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of
such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded;
provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall
be paid on that Loan.



(e) Except as otherwise set forth herein, interest on each Loan (i) with respect to Loans,
shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with
respect to interest accrued on and to each such Interest Payment Date; (ii) shall accrue on a daily
basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or
mandatory, to the extent accrued on the amount being prepaid; and (iv) shall accrue on a daily
basis and shall be payable in arrears at maturity of the Loans, including final maturity of the
Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan,
accrued interest shall instead be payable on the applicable Interest Payment Date.




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(f) Borrower agrees to pay to Issuing Bank, with respect to drawings honored under any Letter
of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from
the date such drawing is honored to but excluding the date such amount is
reimbursed by or on behalf of Borrower at a rate equal to (i) for the period from the date
such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest
otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans made ratably
by the Lenders with Revolving Commitments, and (ii) thereafter, a rate which is 2% per annum in
excess of the rate of interest otherwise payable hereunder with respect to Revolving Loans that are
Base Rate Loans made ratably by the Revolving Lenders.



(g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a
365/366-day year for the actual number of days elapsed in the period during which it accrues, and
shall be payable on demand or, if no demand is made, on the date on which the related drawing under
a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of
interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the
interest received by Issuing Bank in respect of the period from the date such drawing is honored to
but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing
(including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such
Lender would have been entitled to receive in respect of the letter of credit fee that would have
been payable in respect of such Letter of Credit for such period if no drawing had been honored
under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for
all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has
paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such
Lender’s share of any interest received by Issuing Bank in respect of that portion of such honored
drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so
reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is
reimbursed by Borrower.



2.9. Conversion/Continuation.



(a) Subject to Section 2.18 and (in the case of clause (i) below) so long as no Potential
Event of Default or Event of Default shall have occurred and then be continuing, Borrower shall
have the option:




(i) to convert at any time all or any part of any Term Loan or Revolving Loan equal to
$5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of
Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted
on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless
Borrower shall pay all amounts due under Section 2.18 in connection with any such
conversion; or




(ii) upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan,
to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of
$1,000,000 in excess of that amount as a Eurodollar Rate Loan.




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(b) Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later
than 2:00 p.m. (New York City time) at least one Business Day in advance of the proposed conversion
date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance
of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of,
a Eurodollar Rate Loan). A Conversion/Continuation Notice
shall specify (i) the proposed conversion/continuation date (which shall be a Business Day),
(ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed
conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar
Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation
of, a Eurodollar Rate Loan, if the Requisite Lenders request in writing, that no Potential Event of
Default or Event of Default has occurred and is continuing. Except as otherwise provided herein, a
Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or
telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate
Determination Date, and Borrower shall be bound to effect a conversion or continuation in
accordance therewith. Neither Administrative Agent nor any Lender shall incur any liability to
Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes
in good faith to have been given by a duly authorized officer or other Person authorized to act on
behalf of Borrower or for otherwise acting in good faith under this Section 2.9(b), and upon
conversion or continuation of the applicable basis for determining the interest rate with respect
to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower
shall have effected a conversion or continuation, as the case may be, hereunder.



2.10. Default Interest. The principal amount of all overdue principal and, to the extent
permitted by applicable law, any interest payments thereon or any past due fees or other amounts
owed hereunder, shall thereafter bear interest (including post-petition interest in any proceeding
under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate that is
2% per annum in excess of the interest rate otherwise payable hereunder with respect to the
applicable Loans (or, in the case of any such fees and other amounts, at a rate which is 2% per
annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans that are
Extended Revolving Loans); provided, in the case of Eurodollar Rate Loans, upon the
expiration of the Interest Period in effect at the time any such increase in interest rate is
effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall thereafter
bear interest payable upon demand at a rate which is 2% per annum in excess of the interest rate
otherwise payable hereunder for the applicable Base Rate Loan. Payment or acceptance of the
increased rates of interest provided for in this Section 2.10 is not a permitted alternative to
timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or
limit any rights or remedies of Administrative Agent or any Lender.



2.11. Fees.



(a) Borrower agrees to pay to Lenders having Revolving Exposure:




(i) commitment fees equal to (A) the average of the daily difference between (1) the
Revolving Commitments and (2) the aggregate principal amount of (x) all outstanding
Revolving Loans plus (y) the Letter of Credit Usage, times (B) the Applicable Revolving
Commitment Fee Percentage; and




(ii) letter of credit fees equal to (A) the Applicable Margin for Revolving Loans that
are Eurodollar Rate Loans, times (B) the average aggregate daily maximum amount available to
be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on
any date of determination).


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All fees referred to in this Section 2.11(a) shall be paid to Administrative Agent at its Principal
Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata
Share thereof (using the Applicable Revolving Commitment Fee Percentage and Applicable Margin
appropriate to the Class of Revolving Commitment of each Revolving Lender).



(b) Borrower agrees to pay directly to Issuing Bank, for its own account, the following fees:




(i) a fronting fee equal to 0.25%, per annum, times the average aggregate daily maximum
amount available to be drawn under all Letters of Credit (determined as of the close of
business on any date of determination); and




(ii) such customary documentary and processing charges for any issuance, amendment,
transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard
schedule for such charges and as in effect at the time of such issuance, amendment, transfer
or payment, as the case may be.



(c) [Intentionally Omitted]



(d) All fees referred to in Section 2.11(a) and 2.11(b)(i) shall be calculated on the basis of
a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on
April 1, July 1, October 1 and January 1 of each year during the Original Revolving Commitment
Period and Extended Revolving Commitment Period, as applicable, commencing on the first such date
to occur after the Closing Date.



(e) Borrower agrees to pay to Administrative Agent an annual administrative fee in the amount
and at the times set forth in the Engagement Letters.



(f) In addition to any of the foregoing fees, Borrower agrees to pay to Agents such other fees
in the amounts and at the times separately agreed upon.




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2.12. Scheduled Payments/Commitment Reductions.



(a) The principal amounts of the Original Tranche B Term Loans shall be repaid in consecutive
quarterly installments (each, an “Installment”) in the aggregate amounts set forth below on the
four Quarterly Dates applicable to Original Tranche B Term Loans:



	 	 	 	 	 
	 	 	Original Tranche B	 
	Amortization	 	Term Loan	 
	Date	 	Installments	 
	September 30, 2010
	 	$	1,881,943.93	 
	December 31, 2010
	 	$	1,881,943.93	 
	March 31, 2011
	 	$	1,881,943.93	 
	June 30, 2011
	 	$	1,881,943.93	 
	September 30, 2011
	 	$	1,881,943.93	 
	December 31, 2011
	 	$	1,881,943.93	 
	March 31, 2012
	 	$	1,881,943.93	 
	June 30, 2012
	 	$	1,881,943.93	 
	September 30, 2012
	 	$	1,881,943.93	 
	December 31, 2012
	 	$	1,881,943.93	 
	March 31, 2013
	 	$	1,881,943.93	 
	June 30, 2013
	 	$	1,881,943.93	 
	September 30, 2013
	 	$	1,881,943.93	 
	December 31, 2013
	 	$	1,881,943.93	 
	March 31, 2014
	 	$	1,881,943.93	 
	Original Tranche B Term Loan Maturity Date
	 	$	724,548,414.69	 






Extended Tranche B Term Loans outstanding on the Restatement Date (after giving effect to the
Voluntary Prepayment) shall be amortized by 0.25% per Fiscal Quarter commencing with the Fiscal
Quarter ended September 30, 2010 through the Extended Tranche B Term Loan Maturity Date (with each
amortization payment due on a Quarterly Date), with the remaining balance due on the Extended
Tranche B Term Loan Maturity Date.



In the event any New Term Loans are made, such New Term Loans shall be repaid on each installment
date occurring on or after the applicable Increased Amount Date as set forth in the applicable
Joinder Agreement.


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(b) Amortization of Delayed Draw I Term Loans.




(i) The principal amounts of the Original Delayed Draw I Term Loans shall be repaid in
Installments in the aggregate amounts set forth below on the four Quarterly Dates applicable
to Original Delayed Draw I Term Loans:



	 	 	 	 	 
	Amortization	 	Delayed Draw I Term	 
	Date	 	Loan Installments	 
	September 30, 2010
	 	$	386,077.77	 
	December 31, 2010
	 	$	386,077.77	 
	March 31, 2011
	 	$	386,077.77	 
	June 30, 2011
	 	$	386,077.77	 
	September 30, 2011
	 	$	386,077.77	 
	December 31, 2011
	 	$	386,077.77	 
	March 31, 2012
	 	$	386,077.77	 
	June 30, 2012
	 	$	386,077.77	 
	September 30, 2012
	 	$	386,077.77	 
	December 31, 2012
	 	$	386,077.77	 
	March 31, 2013
	 	$	386,077.77	 
	June 30, 2013
	 	$	386,077.77	 
	September 30, 2013
	 	$	386,077.77	 
	December 31, 2013
	 	$	386,077.77	 
	March 31, 2014
	 	$	386,077.77	 
	Original Delayed Draw I Term Loan Maturity Date
	 	$	148,639,942.03	 







(ii) Extended Delayed Draw I Term Loans outstanding on the Restatement Date (after
giving effect to the Voluntary Prepayment) shall be amortized by 0.25% per Fiscal Quarter
commencing with the Fiscal Quarter ended September 30, 2010 through the Extended Delayed
Draw I Term Loan Maturity Date (with each amortization payment due on a Quarterly Date),
with the remaining balance due on the Extended Delayed Draw I Term Loan Maturity Date.



(c) Amortization of Delayed Draw II Term Loans.




(i) The principal amounts of the Original Delayed Draw II Term Loans shall be repaid in
Installments in the aggregate amounts set forth below on the four Quarterly Dates applicable
to Original Delayed Draw II Term Loans:



	 	 	 	 	 
	 	 	Delayed Draw II	 
	Amortization	 	Term Loan	 
	Date	 	Installments	 
	September 30, 2010
	 	$	192,727.62	 
	December 31, 2010
	 	$	192,727.62	 
	March 31, 2011
	 	$	192,727.62	 
	June 30, 2011
	 	$	192,727.62	 
	September 30, 2011
	 	$	192,727.62	 
	December 31, 2011
	 	$	192,727.62	 
	March 31, 2012
	 	$	192,727.62	 
	June 30, 2012
	 	$	192,727.62	 
	September 30, 2012
	 	$	192,727.62	 
	December 31, 2012
	 	$	192,727.62	 
	March 31, 2013
	 	$	192,727.62	 
	Original Delayed Draw II Term Loan Maturity Date
	 	$	74,971,043.69	 




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(ii) Extended Delayed Draw II Term Loans outstanding on the Restatement Date (after
giving effect to the Voluntary Prepayment) shall be amortized by 0.25% per Fiscal Quarter
commencing with the Fiscal Quarter ended September 30, 2010 through the Extended Delayed
Draw II Term Loan Maturity Date (with each amortization payment due on a Quarterly Date),
with the remaining balance due on the Extended Delayed Draw II Term Loan Maturity Date.



(d) Impact of Prepayments. Notwithstanding the foregoing, (x) such Installments shall
be reduced in connection with any voluntary or mandatory prepayments of the Original Tranche B Term
Loans, the Extended Tranche B Term Loans, the Original Delayed Draw I Term Loans, the Extended
Delayed Draw I Term Loans, the Original Delayed Draw II Term Loans and the Extended Delayed Draw II
Term Loans, as the case may be, as provided in Sections 2.15(a) and (b), as applicable; and (y) the
Tranche B Term Loans, the Delayed Draw I Term Loans and the Delayed Draw II Term Loans, together
with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no
later than the Tranche B Term Loan Maturity Date, the Delayed Draw I Term Loan Maturity Date and
the Delayed Draw II Term Loan Maturity Date, respectively.



(e) Impact of Cancellations. Notwithstanding the foregoing, with respect to any Term
Loans which are cancelled pursuant to and in accordance with Section 10.6(j), the amount of the
final Installment payable on the Tranche B Term Loan Maturity Date (in the case of such cancelled
Tranche B Term Loans) or the remaining balance due on the Delayed Draw I Term Loan Maturity Date or
the Delayed Draw II Term Loan Maturity Date (in the case of such cancelled Delayed Draw I Term
Loans or Delayed Draw II Term Loans, respectively) shall be reduced by the aggregate stated
principal amount of such cancelled Tranche B Term Loans, Delayed Draw I Term Loans or Delayed Draw
II Term Loans, respectively; provided that in no event shall the final Installment payable
on the Tranche B Term Loan Maturity Date or the remaining balance due on the Delayed Draw I Term
Loan Maturity Date or the Delayed Draw II Term Loan Maturity Date exceed the aggregate stated
principal amount of the Tranche B Term Loans, Delayed Draw I Term Loans or Delayed Draw II Term
Loans, respectively, then outstanding.



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2.13. Voluntary Prepayments/Commitment Reductions.



(a) Voluntary Prepayments.




(i) Any time and from time to time:




	 	(1)	 	with respect to Base Rate Loans,
Borrower may prepay any such Loans on any Business Day in whole
or in part, in an aggregate minimum amount of $5,000,000 and
integral multiples of $1,000,000 in excess of that amount;

	 
	 	(2)	 	with respect to Eurodollar Rate
Loans, Borrower may prepay any such Loans on any Business Day in
whole or in part in an aggregate minimum amount of $5,000,000
and integral multiples of $1,000,000 in excess of that amount;
and

	 
	 	(3)	 	with respect to Swing Line Loans,
Borrower may prepay any such Loans on any Business Day in whole
or in part in an aggregate minimum amount of $500,000, and in
integral multiples of $100,000 in excess of that amount.







(ii) All such prepayments shall be made without premium or penalty:




	 	(1)	 	upon not less than one Business
Day’s prior written or telephonic notice in the case of Base
Rate Loans;

	 
	 	(2)	 	upon not less than three Business
Days’ prior written or telephonic notice in the case of
Eurodollar Rate Loans; and

	 
	 	(3)	 	upon written or telephonic notice
on the date of prepayment, in the case of Swing Line Loans;






in each case, given to Administrative Agent or Swing Line Lender, as the case may be, by 2:00 p.m.
(New York City time) on the date required and, if given by telephone, promptly confirmed in writing
to Administrative Agent (and Administrative Agent will promptly transmit such telephonic or
original notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile or
telephone to each Lender) or Swing Line Lender, as the case may be. Upon the giving of any such
notice, the principal amount of the Loans specified in such notice shall become due and payable on
the prepayment date specified therein, unless such notice is in connection with a refinancing of
the Loans in which case such notice may be conditioned on consummation of such refinancing. Any
such voluntary prepayment shall be applied as specified in Section 2.15(a).



(b) Voluntary Commitment Reductions.




(i) Borrower may, upon not less than three Business Days’ prior written or telephonic
notice confirmed in writing to Administrative Agent (which original written or telephonic
notice Administrative Agent will promptly transmit by telefacsimile or telephone to each
applicable Lender), at any time and from time to time terminate in whole or permanently
reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the
amount by which the Revolving Commitments exceed the Total Utilization of Revolving
Commitments at the time of such proposed termination or reduction; provided, any
such partial reduction of such Commitments shall
be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in
excess of that amount.


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(ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be
a Business Day) of such termination or reduction and the amount of any partial reduction,
and such termination or reduction of the Revolving Commitments shall be effective on the
date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender
proportionately to its Pro Rata Share thereof (unless such notice is in connection with a
refinancing of the Loans in which case such notice may be conditioned on consummation of
such refinancing). Notwithstanding the foregoing, Borrower may elect to reduce or terminate
Original Revolving Commitments (and prepay Revolving Exposure associated therewith) without
reducing or terminating Extended Revolving Commitments.



2.14. Mandatory Prepayments/Commitment Reductions.



(a) Asset Sales. No later than the fifth Business Day following the date of receipt
by the Credit Parties of any Net Asset Sale Proceeds (other than Net Asset Sale Proceeds in respect
of Asset Sales permitted by Section 6.7 (excluding clauses (d), (q) and (r) thereof), Borrower
shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth
in Section 2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided,
so long as no Potential Event of Default or Event of Default shall have occurred and be continuing,
Borrower shall have the option, directly or through one or more of the other Credit Parties, to
invest (or commit to invest, pursuant to a binding contractual agreement that contemplates the
consummation of such investment within 15 months of such receipt) such Net Asset Sale Proceeds
within 365 days of receipt thereof in assets of the general type used or useful in the business of
the Credit Parties. Notwithstanding the foregoing, the Credit Parties may use a portion of such
Net Asset Sale Proceeds to prepay or repurchase New Senior Secured Notes to the extent the
indenture therefor requires the Credit Parties to prepay or make an offer to purchase such New
Senior Secured Notes with the proceeds of such Asset Sale, in each case in an amount not to exceed
the product of (x) the amount of such Net Asset Sale Proceeds multiplied by (y) a fraction, the
numerator of which is the outstanding principal amount of the New Senior Secured Notes with respect
to which such a requirement to prepay or make an offer to purchase exists and the denominator of
which is the sum of the outstanding principal amount of such New Senior Secured Notes and the
outstanding principal amount of Loans on the date of such prepayment.




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(b) Insurance/Condemnation Proceeds. Subject to the Cooperation Agreement, no later
than the fifth Business Day following the date of receipt by the Credit Parties, or Administrative
Agent as loss payee, of any Net Loss Proceeds, Borrower shall prepay the Loans and/or the Revolving
Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount
equal to such Net Loss Proceeds; provided, so long as no Event of Default shall have
occurred and be continuing, Borrower shall have the option, directly or through one or more of its
Subsidiaries that are Guarantors to invest (or commit to invest) such Net Loss Proceeds within 365
days of receipt thereof in assets of the general type used or useful in the business of the Credit
Parties, which investment may include the repair, restoration or replacement of the applicable
assets thereof. Notwithstanding the foregoing, the Credit
Parties may use a portion of such Net Loss Proceeds to prepay or repurchase New Senior Secured
Notes to the extent the indenture therefor requires the Credit Parties to prepay or make an offer
to purchase such New Senior Secured Notes with such Net Loss Proceeds, in each case in an amount
not to exceed the product of (x) the amount of such Net Loss Proceeds multiplied by (y) a fraction,
the numerator of which is the outstanding principal amount of the New Senior Secured Notes with
respect to which such a requirement to prepay or make an offer to purchase exists and the
denominator of which is the sum of the outstanding principal amount of such New Senior Secured
Notes and the outstanding principal amount of Loans on the date of such prepayment.



(c) Issuance of Debt. On the fifth Business Date following receipt by the Credit
Parties of any Cash proceeds from the incurrence of any Indebtedness of any Credit Parties (other
than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1 (other than
Section 6.01(r)) (or, with respect to clause (ii) below, as promptly as practicable thereafter),
Borrower shall use an aggregate amount equal to 100% of such proceeds, net of underwriting
discounts and commissions and other reasonable and documented costs and expenses associated
therewith, including reasonable legal fees and expenses (such amount being the “Net Debt Proceeds”)
(i) to prepay the Loans and/or permanently reduce the Revolving Commitments as set forth in
Section 2.15(b), and/or (ii) repay, redeem, purchase or defease LVSC Notes.



(d) Revolving Loans and Swing Loans. Borrower shall from time to time prepay first,
the Swing Line Loans, and second, the Revolving Loans to the extent necessary so that the Total
Utilization of Revolving Commitments shall not at any time exceed the Revolving Commitments then in
effect.



(e) Prepayment Certificate. Concurrently with any prepayment of the Loans and/or
reduction of the Revolving Commitments pursuant to Sections 2.14(a) through 2.14(c), Borrower shall
deliver to Administrative Agent an Officers’ Certificate demonstrating the calculation of the
amount (the “Net Proceeds Amount”) of the applicable Net Asset Sale Proceeds, Net Loss Proceeds or
Net Debt Proceeds, as the case may be, that gave rise to such prepayment. In the event that
Borrower shall subsequently determine that the actual amount received exceeded the amount set forth
in such certificate, Borrower shall promptly make an additional prepayment of the Loans and/or the
Revolving Commitments shall be permanently reduced in an amount equal to such excess, and Borrower
shall concurrently therewith deliver to Administrative Agent an Officers’ Certificate demonstrating
the derivation of the additional Net Proceeds Amount resulting in such excess.



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(f) Drawings on Conforming L/Cs. In the event that any Conforming L/C Draw Event
shall have occurred, Administrative Agent may draw down on each outstanding Conforming L/C in its
entirety. For the avoidance of doubt, a Conforming L/C Draw Event shall be in addition to any
Event of Default described in Section 8 that may have occurred and be continuing, and
(i) Administrative Agent shall not be required to exercise any rights or remedy under Section 8 in
order to draw on the Conforming L/Cs and (ii) any drawing on a Conforming L/C shall not be deemed
to be a waiver of any Event of Default. Notwithstanding the foregoing, at the request of Borrower,
Administrative Agent shall release any Conforming L/C or a portion thereof in its possession to
Borrower, provided that each of the following conditions shall have
been satisfied: (i) no Conforming L/C Draw Event shall have occurred and be continuing,
(ii) Borrower shall at such time be in compliance with Section 6.6 and shall have been in
compliance therewith for the preceding four consecutive quarters (without giving effect to any such
Conforming L/C or a portion thereof or any substitute cash equity contribution by Adelson or his
Affiliates), (iii) no Event of Default or Potential Event of Default shall have occurred and be
continuing and (iv) since the last day of the preceding calendar year, no event or change shall
have occurred that caused, in any case or in the aggregate, a Material Adverse Effect.



2.15. Application of Prepayments/Reductions.



(a) Application of Voluntary Prepayments by Type of Loans.




(i) Any prepayment of any Loan pursuant to Section 2.13(a) on or before the Restatement
Date shall be applied as specified by Borrower in the applicable notice of prepayment;
provided, in the event Borrower fails to specify the Loans to which any such
prepayment shall be applied, such prepayment shall be applied as follows:




first, to repay outstanding Swing Line Loans to the full extent thereof;




second, to repay outstanding Revolving Loans to the full extent thereof; and




third, to prepay the Term Loans on a pro rata basis (in accordance with the respective
outstanding principal amounts thereof); and further applied on a pro rata basis to reduce
the scheduled remaining Installments of principal of Term Loans.




(ii) Any prepayment of any Loan pursuant to Section 2.13(a) after the Restatement Date
shall be applied as specified by Borrower in the applicable notice of prepayment;
provided, any prepayment of Term Loans shall be allocated to the Term Loans on a pro
rata basis or, at the option of Borrower, allocated to the Original Term Loans on a pro rata
basis (in each case in accordance with the respective outstanding principal amounts
thereof), and applied on a pro rata basis to reduce the scheduled remaining Installments of
principal of the Term Loans or the Original Term Loans, as the case may be.



(b) Application of Mandatory Prepayments by Type of Loans. Any amount required to be
paid pursuant to Sections 2.14(a) through 2.14(c) shall be applied as follows:




first, to prepay Term Loans on a pro rata basis (in accordance with the respective
outstanding principal amounts thereof) and further applied on a pro rata basis to the
remaining scheduled Installments of principal of the Term Loans; provided, that
Borrower may elect to apply prepayments required by Section 2.14(c) first, to prepay
Original Term Loans on a pro rata basis before prepaying Extended Term Loans;



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second, to prepay the Swing Line Loans to the full extent thereof;




third, to prepay the Revolving Loans to the full extent thereof;




fourth, to prepay outstanding reimbursement obligations with respect to Letters of
Credit; and




fifth, to cash collateralize Letters of Credit.



(c) Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans.
Considering each Class of Loans being prepaid separately, any prepayment thereof shall be applied
first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in
each case, in a manner which minimizes the amount of any payments required to be made by Borrower
pursuant to Section 2.18(c).



2.16. General Provisions Regarding Payments.



(a) All payments by Borrower of principal, interest, fees and other Obligations shall be made
in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or
condition, and delivered to Administrative Agent not later than 2:00 p.m. (New York City time) on
the date due at the Principal Office designated by Administrative Agent for the account of Lenders;
for purposes of computing interest and fees, funds received by Administrative Agent after that time
on such due date shall be deemed to have been paid by Borrower on the next succeeding Business Day.



(b) All payments in respect of the principal amount of any Loan (other than voluntary
prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the
principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in
respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be
applied to the payment of interest then due and payable before application to principal.



(c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute
to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable
Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together
with all other amounts due thereto, including all fees payable with respect thereto, to the extent
received by Administrative Agent.



(d) Notwithstanding the foregoing provisions hereof, if any Conversion/ Continuation Notice is
withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its
Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in
apportioning payments received thereafter.



(e) Subject to the provisos set forth in the definition of “Interest Period” as they may apply
to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be
stated to be due on a day that is not a Business Day, such payment shall be made on the next
succeeding Business Day and, with respect to Revolving Loans only, such extension of time shall be
included in the computation of the payment of interest hereunder or of the Revolving Commitment
fees hereunder.




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(f) Borrower hereby authorizes Administrative Agent to charge Borrower’s accounts with
Administrative Agent in order to cause timely payment to be made to
Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to
sufficient funds being available in its accounts for that purpose); provided that with
respect to fees and expenses, the Administrative Agent has delivered to Borrower an invoice setting
forth the amounts due in reasonable detail, and Borrower has not paid such amounts within three
Business Days.



(g) Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is
not made in same day funds prior to 2:00 p.m. (New York City time) to be a non-conforming payment.
Any such payment shall not be deemed to have been received by Administrative Agent until the later
of (i) the time such funds become available funds, and (ii) the applicable next Business Day.
Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender
(confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute
or become a Potential Event of Default or Event of Default in accordance with the terms of
Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming
payment is made until such funds become available funds (but in no event less than the period from
the date of such payment to the next succeeding applicable Business Day) at the rate determined
pursuant to Section 2.10 from the date such amount was due and payable until the date such amount
is paid in full.



(h) If an Event of Default shall have occurred and not otherwise been waived, and the maturity
of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds
received by Agents hereunder in respect of any of the Secured Obligations, shall be applied in
accordance with the application arrangements described in Section 7.2 of the Security Agreement.



2.17. Ratable Sharing. Lenders hereby agree among themselves that, unless otherwise provided
in the Collateral Documents or Section 2.18, 2.19 or 2.20 hereof with respect to amounts realized
from the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary
prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of
any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any
right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as
cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the
aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and
other amounts then due and owing to such Lender hereunder or under the other Credit Documents
(collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion
received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the
Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and
each other Lender of the receipt of such payment and (b) apply a portion of such payment to
purchase participations (which it shall be deemed to have purchased from each seller of a
participation simultaneously upon the receipt by such seller of its portion of such payment) in the
Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due
shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them;
provided, if all or part of such proportionately greater payment received by such
purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of
Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such
participations shall be returned to such purchasing Lender ratably to the extent of such recovery,
but without interest. Borrower
expressly consents to the foregoing arrangement and agrees that any holder of a participation
so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect
to any and all monies owing by Borrower to that holder with respect thereto as fully as if that
holder were owed the amount of the participation held by that holder.




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2.18. Making or Maintaining Eurodollar Rate Loans.



(a) Determining Applicable Interest Rate. As soon as practicable after 10:00 a.m.
(New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine
(which determination shall, absent manifest error, be final, conclusive and binding upon all
parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate
is then being determined for the applicable Interest Period and shall promptly give notice thereof
(in writing or by telephone confirmed in writing) to Borrower and each Lender. In the event that
Administrative Agent shall have determined (which determination shall be final and conclusive and
binding upon all parties hereto), on any Interest Rate Determination Date with respect to any
Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market
adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on
the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on
such date give notice (by telefacsimile or by telephone confirmed in writing) to Borrower and each
Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar
Rate Loans until such time as Administrative Agent notifies Borrower and Lenders that the
circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or
Conversion/Continuation Notice given by Borrower with respect to the Loans in respect of which such
determination was made shall be deemed to be a request for the making of, conversion to, or
continuation of the applicable Loans as Base Rate Loans.



(b) Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any
date any Lender shall have determined (which determination shall be final and conclusive and
binding upon all parties hereto but shall be made only after consultation with Borrower and
Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans
(i) has become unlawful as a result of compliance by such Lender in good faith with any law,
treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty,
governmental rule, regulation, guideline or order not having the force of law even though the
failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result
of contingencies occurring after the date hereof which materially and adversely affect the London
interbank market or the position of such Lender in that market, then, and in any such event, such
Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by
telephone confirmed in writing) to Borrower and Administrative Agent of such determination (which
notice Administrative Agent shall promptly transmit to each other Lender). Thereafter (1) the
obligation of the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans
shall be suspended until such notice shall be withdrawn by the Affected



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Lender, (2) to the extent
such determination by the Affected Lender relates to a  Eurodollar Rate Loan then being requested by
Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender
shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a
Base Rate Loan, (3) the Affected Lender’s obligation to maintain its outstanding Eurodollar Rate
Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the
Interest Period then in effect
with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall
automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the
foregoing, to the extent a determination by an Affected Lender as described above relates to a
Eurodollar Rate Loan then being requested by Borrower pursuant to a Funding Notice or a
Conversion/Continuation Notice, Borrower shall have the option, subject to the provisions of
Section 2.18(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders
by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of
such rescission on the date on which the Affected Lender gives notice of its determination as
described above (which notice of rescission Administrative Agent shall promptly transmit to each
other Lender). Except as provided in the immediately preceding sentence, nothing in this
Section 2.18(b) shall affect the obligation of any Lender other than an Affected Lender to make or
maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms
hereof.



(c) Compensation for Breakage or Non-Commencement of Interest Periods. Borrower shall
compensate each Lender, upon written request by such Lender (which request shall set forth the
basis for requesting such amounts and shall be conclusive and binding absent manifest error), for
all reasonable losses, expenses and liabilities (including any interest paid by such Lender to
Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or
liability sustained by such Lender in connection with the liquidation or re-employment of such
funds but excluding loss of anticipated profits or margin) which such Lender may sustain: (i) if
for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does
not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing,
or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified
therefor in a Conversion/Continuation Notice or a telephonic request for conversion or
continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of
its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable
to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any
date specified in a notice of prepayment given by Borrower. Notwithstanding the foregoing,
Borrower shall not be required to compensate a Lender for any amount under this paragraph if the
event (or change in law or regulation or other action) giving rise to such loss, expense or
liability occurred more than 180 days prior to the date such Lender submits the statement referred
to in the preceding sentence.



(d) Booking of Eurodollar Rate Loans. Any Lender may make, carry or transfer
Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an
Affiliate of such Lender.



(e) Assumptions Concerning Funding of Eurodollar Rate Loans. Calculation of all
amounts payable to a Lender under this Section 2.18 and under Section 2.19 shall be made as though
such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of
a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition
of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and
having a maturity comparable to the relevant Interest Period and through the transfer of such
Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in
the United States of America; provided, however, each Lender may fund each of its
Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized
only for the purposes of calculating amounts payable under this Section 2.18 and under
Section 2.19.

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2.19. Increased Costs; Capital Adequacy.



(a) Compensation For Increased Costs and Taxes. Subject to the provisions of
Section 2.20 (which shall be controlling with respect to the matters covered thereby), in the event
that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(a)) shall
determine (which determination shall, absent manifest error, be final and conclusive and binding
upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any
change therein or in the interpretation, administration or application thereof (including the
introduction of any new law, treaty or governmental rule, regulation or order), or any
determination of a court or Governmental Authority, in each case, that becomes effective after the
Closing Date, or compliance by such Lender with any guideline, request or directive issued or made
after the Closing Date by any central bank or other Governmental Authority or quasi-governmental
authority (whether or not having the force of law): (i) subjects such Lender (or its applicable
lending office) to any additional Tax (other than any Tax on the overall net income of such Lender)
with respect to this Agreement or any of the other Credit Documents or any of its obligations
hereunder or thereunder or any payments to such Lender (or its applicable lending office) of
principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds
applicable any reserve (including any marginal, emergency, supplemental, special or other reserve),
special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or
deposits or other liabilities in or for the account of, or advances or loans by, or other credit
extended by, or any other acquisition of funds by, any office of such Lender (other than any such
reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the
definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with
respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its
obligations hereunder or the London interbank market; and the result of any of the foregoing is to
increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to
reduce any amount received or receivable by such Lender (or its applicable lending office) with
respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt
of the statement referred to in the next sentence, such additional amount or amounts (in the form
of an increased rate of, or a different method of calculating, interest or otherwise as such Lender
in its sole discretion shall determine) as may be necessary to compensate such Lender for any such
increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver
to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable
detail the basis for calculating the additional amounts owed to such Lender under this
Section 2.19(a), which statement shall be conclusive and binding upon all parties hereto absent
manifest error. Notwithstanding the foregoing, Borrower shall not be required to compensate a
Lender for any amount under this paragraph if the event (or change in law or regulation or other
action) giving rise to such loss, expense, liability, additional Tax or increased cost occurred
more than 180 days prior to the date such Lender submits the statement referred to in the preceding
sentence.




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(b) Capital Adequacy Adjustment. In the event that any Lender (which term shall
include Issuing Bank for purposes of this Section  2.19(b)) shall have determined that the
adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or
regulation (or any provision thereof) regarding capital adequacy, or any change therein or in
the interpretation or administration thereof by any Governmental Authority, central bank or
comparable agency charged with the interpretation or administration thereof, or compliance by any
Lender (or its applicable lending office) with any guideline, request or directive regarding
capital adequacy (whether or not having the force of law) of any such Governmental Authority,
central bank or comparable agency, has or would have the effect of reducing the rate of return on
the capital of such Lender or any corporation controlling such Lender as a consequence of, or with
reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations
therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a
level below that which such Lender or such controlling corporation could have achieved but for such
adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration
the policies of such Lender or such controlling corporation with regard to capital adequacy), then
from time to time, within five Business Days after receipt by Borrower from such Lender of the
statement referred to in the next sentence, Borrower shall pay to such Lender such additional
amount or amounts as will compensate such Lender or such controlling corporation for such
reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written
statement, setting forth in reasonable detail the basis for calculating the additional amounts owed
to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all
parties hereto absent manifest error. Notwithstanding the foregoing, Borrower shall not be
required to compensate a Lender for any amount under this paragraph if the event (or change in law
or regulation or other action) giving rise to such loss, expense or liability occurred more than
180 days prior to the date such Lender submits the statement referred to in the preceding sentence.



2.20. Taxes; Withholding, etc.



(a) Payments to Be Free and Clear. All sums payable by or on behalf of any Credit
Party hereunder and under the other Credit Documents shall (except to the extent required by law)
be paid free and clear of, and without any deduction or withholding on account of, any Tax imposed,
levied, collected, withheld or assessed by or within the United States of America or any political
subdivision in or of the United States of America or any other jurisdiction from or to which a
payment is made by or on behalf of any Credit Party or by any federation or organization of which
the United States of America or any such jurisdiction is a member at the time of payment other than
(i) net income taxes, franchise taxes (imposed in lieu of net income taxes) and U.S. backup
withholding taxes, in each case imposed on the Administrative Agent or any Lender as a result of a
present or former connection between the Administrative Agent or such Lender and the jurisdiction
of the Governmental Authority imposing such tax or any political subdivision or taxing authority
thereof or therein (other than any such connection arising solely from the Administrative Agent’s
or such Lender’s having executed, delivered or performed its obligations or received a payment
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Agreement or any other Credit Document), (ii) any branch profits taxes
imposed by the United States of America or any  similar tax imposed by any other jurisdiction
described in clause (i) above, (iii) any taxes that are attributable to such Lender’s failure to
comply with the requirements of Section 2.20(c), (iv) in the case of any Non-US Lender, any United
States withholding taxes resulting from any law in effect (including FATCA) on (and, in the case of
FATCA, including any regulations or official interpretations thereof issued after) the date such
Non-US Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor
(if any) was entitled, at the time of
assignment, to receive additional amounts from Borrower with respect to such non excluded
Taxes pursuant to this Section 2.20 (such excluded taxes hereinafter referred to as “Excluded
Taxes”), or (v) any taxes that are imposed as a result of any event occurring after the Lender
becomes a Lender other than a change in any applicable law, treaty or governmental rule, regulation
or order or any change in the interpretation, administration or application thereof.



(b) Withholding of Taxes. If any Credit Party or any other Person is required by law
to make any deduction or withholding on account of any such Tax other than an Excluded Tax from any
sum paid or payable by any Credit Party to Administrative Agent or any Lender (which term shall
include Issuing Bank for purposes of this Section 2.20(b)) under any of the Credit Documents:
(i) Borrower shall notify Administrative Agent of any such requirement or any change in any such
requirement as soon as Borrower becomes aware of it; (ii) Borrower shall pay any such Tax before
the date on which penalties attach thereto, such payment to be made (if the liability to pay is
imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative
Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or
such Lender; (iii) the sum payable by such Credit Party in respect of which the relevant deduction,
withholding or payment is required shall be increased to the extent necessary to ensure that, after
the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the
case may be, receives on the due date a net sum equal to what it would have received had no such
deduction, withholding or payment been required or made; and (iv) within thirty days after paying
any sum from which it is required by law to make any deduction or withholding, and within thirty
days after the due date of payment of any Tax which it is required by clause (ii) above to pay,
Borrower shall deliver to Administrative Agent a copy of the receipt or other evidence satisfactory
to the other affected parties of such deduction, withholding or payment and of the remittance
thereof to the relevant taxing or other authority.



(c) Evidence of Exemption From U.S. Withholding Tax. Each Lender that is not a United
States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for
U.S. federal income tax purposes (a “Non-US Lender”) shall deliver to Administrative Agent for
transmission to Borrower, on or prior to the Closing Date (in the case of each Lender listed on the
signature pages of the Existing Credit Agreement on the Closing Date) or on or prior to the date of
the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender),
and at such other times as may be necessary in the determination of Borrower or Administrative
Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal
Revenue Service Form W-8BEN, W-8ECI and/or W-8IMY (or, in each case, any successor forms), properly
completed and duly executed by such Lender, and such other documentation required under the
Internal Revenue Code and reasonably requested by Borrower to establish that such Lender is not
subject to deduction or withholding of United States federal income tax with respect to any
payments to such Lender of principal, interest, fees or other amounts payable under any of the
Credit Documents, or (ii) if such


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Lender is not a “bank” or other Person described in
Section 881(c)(3) of the Internal Revenue Code, a Certificate re Non-Bank Status together with two
original copies of Internal Revenue Service Form W-8BEN (or any successor form), properly completed
and duly executed by such Lender, and such other documentation required under the Internal Revenue
Code and reasonably requested by Borrower to establish that such Lender is not subject to deduction
or withholding of United States federal income tax with respect to any payments to such Lender of
interest payable
under any of the Credit Documents. Each Lender that is a United States person (as such term
is defined in Section 7701(a)(30) of the Internal Revenue Code) for United States federal income
tax purposes (a “U.S. Lender”), and is not an exempt recipient within the meaning of Treasury
Regulations Section 1.6049-4(c) shall deliver to Administrative Agent and Borrower on or prior to
the Closing Date (or, if later, on or prior to the date on which such Lender becomes a party to
this Agreement) and at such other times as may be necessary in the determination of Borrower or the
Administrative Agent (each in its reasonable discretion) two original copies of Internal Revenue
Service Form W-9 (or any successor form), properly completed and duly executed by such Lender,
certifying that such U.S. Lender is entitled to an exemption from United States backup withholding
tax, or otherwise prove that it is entitled to such an exemption. Each Lender required to deliver
any forms, certificates or other evidence with respect to United States federal income tax
withholding matters pursuant to this Section 2.20(c) hereby agrees, from time to time after the
initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in
time or change in circumstances renders such forms, certificates or other evidence obsolete or
inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent
for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BEN,
W-8ECI, W-8IMY (or, in each case, any successor forms), or a Certificate re Non-Bank Status and two
original copies of Internal Revenue Service Form W-8BEN (or any successor form), as the case may
be, properly completed and duly executed by such Lender, and such other documentation required
under the Internal Revenue Code and reasonably requested by Borrower to confirm or establish that
such Lender is not subject to deduction or withholding of United States federal income tax with
respect to payments to such Lender under the Credit Documents, or notify Administrative Agent and
Borrower of their inability to deliver any such forms, certificates or other evidence. If a
payment made to a Lender under this Agreement would be subject to U.S. federal withholding Tax
imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements
of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as
applicable), such Lender shall deliver to Borrower and Administrative Agent, at the time or times
prescribed by law and at such time or times reasonably requested by Borrower and Administrative
Agent, such documentation prescribed by applicable law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably
requested by Borrower and Administrative Agent as may be necessary for Borrower and Administrative
Agent to comply with its obligations under FATCA, to determine that such Lender has complied with
such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such
payment. For purposes of this Section 2.20(c), FATCA shall include any regulations or official
interpretations thereof. Notwithstanding any other provision of this Section 2.20(c), a Lender
shall not be required to deliver any form pursuant to this Section 2.20 that such Lender is not
legally able to deliver. Each Lender shall notify the Administrative Agent and Borrower if such
Lender is not legally able to deliver any form, certificate or other evidence that Borrower
requests pursuant to this Section 2.20(c).



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(d) If a Lender or the Administrative Agent receives a refund that it determines in its sole
discretion is in respect of any Taxes as to which it has been indemnified by Borrower or with
respect to which Borrower has paid additional amounts pursuant to Section 2.20(b), it shall within
30 days from the date of such receipt pay over the amount of such refund to Borrower (but only to
the extent of indemnity payments made, or additional amounts paid, by Borrower under this
Section 2.20 with respect to Taxes giving rise to such refund) net of all reasonable out-of-pocket expenses of such Lender or the Administrative Agent and without interest (other than
interest paid by the relevant taxation authority with respect to such refund); provided
that Borrower, upon request of the Administrative Agent or such Lender, agrees to repay the amount
paid over to Borrower (plus any penalty, interest or other charges imposed by the relevant taxing
authority) to the Administrative Agent or any Lender in the event the Administrative Agent or such
Lender is required to repay such refund. This paragraph shall not be construed to require the
Administrative Agent or any Lender to make available its Tax returns (or other information relating
to its Taxes which it deems confidential) to Borrower or any other Person.



2.21. Obligation to Mitigate. Each Lender (which term shall include Issuing Bank for purposes
of this Section 2.21) agrees that, as promptly as practicable after the officer of such Lender
responsible for administering its Loans or Letters of Credit, as the case may be, becomes aware of
the occurrence of an event or the existence of a condition that would cause such Lender to become
an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19
or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender and any
applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or
maintain its Credit Extensions, including any Affected Loans, through another office of such
Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof
the circumstances which would cause such Lender to be an Affected Lender would cease to exist or
the additional amounts which would otherwise be required to be paid to such Lender pursuant to
Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its
sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans
or Letters of Credit through such other office or in accordance with such other measures, as the
case may be, would not otherwise adversely affect such Revolving Commitments, Loans or Letters of
Credit or the interests of such Lender; provided, such Lender will not be obligated to
utilize such other office pursuant to this Section 2.21 unless Borrower agrees to pay all
incremental expenses incurred by such Lender as a direct result of utilizing such other office as
described above. A certificate as to the amount of any such expenses payable by Borrower pursuant
to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount)
submitted by such Lender to Borrower (with a copy to Administrative Agent) shall be conclusive
absent manifest error. Each Lender and Issuing Lender agrees that it will not request compensation
under Sections 2.18, 2.19 or 2.20 unless such Lender or Issuing Lender requests compensation from
Borrowers under other lending arrangements with such Lender or Issuing Lender who are similarly
situated.



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2.22. Defaulting Lenders. Anything contained herein to the contrary notwithstanding, in the
event that any Lender defaults (a “Defaulting Lender”) in its obligation to fund (a “Funding
Default”) any Revolving Loan or its portion of any unreimbursed payment under Section 2.3(b)(iv) or
2.4(e) (in each case, a “Defaulted Loan”), then (a) during any Default Period with respect to such
Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of
voting on any matters (including the granting of any consents or waivers) with respect to any of
the Credit Documents; (b) to the extent permitted by applicable law, until such time as the Default
Excess with respect to such Defaulting Lender shall have been reduced to zero, (i) any voluntary
prepayment of the Revolving Loans shall, if Borrower so directs at the time of making such
voluntary prepayment, be applied to the Revolving Loans of other Lenders as if such Defaulting
Lender had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Lender were
zero, and (ii) any
mandatory prepayment of the Revolving Loans shall, if Borrower so directs at the time of
making such mandatory prepayment, be applied to the Revolving Loans of other Lenders (but not to
the Revolving Loans of such Defaulting Lender) as if such Defaulting Lender had funded all
Defaulted Loans of such Defaulting Lender, it being understood and agreed that Borrower shall be
entitled to retain any portion of any mandatory prepayment of the Revolving Loans that is not paid
to such Defaulting Lender solely as a result of the operation of the provisions of this clause (b);
(c) such Defaulting Lender’s Revolving Commitment and outstanding Revolving Loans and such
Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage shall be excluded for purposes of
calculating the Revolving Commitment fee payable to Lenders in respect of any day during any
Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be
entitled to receive any Revolving Commitment fee pursuant to Section 2.11 with respect to such
Defaulting Lender’s Revolving Commitment in respect of any Default Period with respect to such
Defaulting Lender; and (d) the Total Utilization of Revolving Commitments as at any date of
determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of
such Defaulting Lender. No Revolving Commitment of any Lender shall be increased or otherwise
affected, and, except as otherwise expressly provided in this Section 2.22, performance by Borrower
of its obligations hereunder and the other Credit Documents shall not be excused or otherwise
modified as a result of any Funding Default or the operation of this Section 2.22. The rights and
remedies against a Defaulting Lender under this Section 2.22 are in addition to other rights and
remedies which Borrower may have against such Defaulting Lender with respect to any Funding Default
and which Administrative Agent or any Lender may have against such Defaulting Lender with respect
to any Funding Default.



2.23. Removal or Replacement of a Lender. Anything contained herein to the contrary
notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give
notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to
receive payments under Section  2.18, 2.19 or 2.20, (ii) the circumstances which have caused such
Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain
in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after
Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender,
(ii) the Default Period for such Defaulting Lender shall remain in effect, and (iii) such
Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting
Lender within five Business Days after Borrower’s request that it cure such default; or (c) in
connection with any proposed amendment, modification, termination, waiver or consent with respect
to any of the provisions hereof as contemplated by Section 10.5(b), the consent of the Requisite
Lenders or a majority of the applicable class of Lenders or affected Lenders, as the case may be,
shall have been obtained but the consent of one or more of such other Lenders (each a
“Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect
to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated
Lender”), Borrower may, by giving written


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notice to Administrative Agent and any Terminated Lender
of its election to do so, elect to cause such  Terminated Lender (and such Terminated Lender hereby
irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full
to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions
of Section 10.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any
such assignment from an Increased Cost Lender or a Non-Consenting Lender and the Defaulting Lender
shall pay the fees, if any, payable thereunder in connection with any such assignment
from such Defaulting Lender; provided, (1) on the date of such assignment, the
Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (a) an amount
equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated
Lender, (b) an amount equal to all unreimbursed drawings that have been funded by such Terminated
Lender, together with all then unpaid interest with respect thereto at such time and (c) an amount
equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to
Section 2.11; (2) on the date of such assignment, Borrower shall pay any amounts payable to such
Terminated Lender pursuant to Section 2.18(c), 2.19 or 2.20; or otherwise as if it were a
prepayment and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement
Lender shall consent, at the time of such assignment, to each matter in respect of which such
Terminated Lender was a Non-Consenting Lender and such assignment (together with any other
assignments pursuant to this Section 2.23 or otherwise) will result in the applicable amendment,
modification, termination, waiver or consent being approved; provided, Borrower may not
make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior
to the effectiveness of such election, Borrower shall have caused each outstanding Letter of Credit
issued thereby to be cancelled or cash collateralized on terms reasonably satisfactory to the
applicable Issuing Bank. Upon the prepayment of all amounts owing to any Terminated Lender and the
termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall
no longer constitute a “Lender” for purposes hereof; provided, any rights of such
Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.



2.24. Incremental Facilities. Borrower may by written notice to the Syndication Agents and
Administrative Agent elect to request (a) prior to the Revolving Commitment Termination Date, an
increase to the existing Extended Revolving Commitments (any such increase, the “New Revolving Loan
Commitments”) and/or (b) the establishment of one or more new term loan commitments (the “New Term
Loan Commitments”), in an amount not in excess of $1,000,000,000 (provided,
however, that Refinancing New Revolving Loan Commitments and Refinancing New Term Loans
shall be deemed not to utilize such $1,000,000,000 basket) in the aggregate (which amount set forth
in such notice may be a proposed range of new commitments that otherwise comply with the foregoing
requirements) and not less than $100,000,000 individually (or such lesser amount which shall be
approved by Syndication Agents and Administrative Agent), and integral multiples of $50,000,000 in
excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”)
on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as
applicable, are requested to be effective, which shall be a date not less than 10 Business Days (or
such shorter time as is agreed upon by the Administrative Agent and each Syndication Agent) after
the date on which such notice is delivered to Syndication Agents and Administrative Agent. When
available, the Syndication Agents will deliver a notice to Borrower and each Lender and the
Administrative Agent setting forth the identity of each Lender or other Person that is an Eligible
Assignee (each, a


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“New
Term Loan Lender” or a “New Revolving Loan Lender”, as applicable) to which
the Syndication Agents have allocated any portion of such New Revolving Loan Commitments or New
Term Loan Commitments and the amounts of such allocations, and in the case of each notice to any
Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in
each case, subject to the assignments contemplated by this Section; provided that any
existing Lender approached to provide all or a portion of the New Revolving Loan Commitments or New
Term Loan
Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan
Commitment or New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan
Commitments shall become effective, as of such Increased Amount Date; provided that (1) no
Potential Event of Default or Event of Default shall exist on such Increased Amount Date after
giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable;
(2) after giving effect to the making of any Series of New Term Loans, each of the conditions set
forth in Section 3.2 shall be satisfied; (3) to the extent then applicable, Borrower shall be in
pro forma compliance with each of the covenants set forth in Section 6.6 as of the last day of the
most recently ended Fiscal Quarter after giving effect to such New Revolving Loan Commitments or
New Term Loan Commitments, as applicable; (4) the New Revolving Loan Commitments or New Term Loan
Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed
and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable,
and Administrative Agent, and each of which shall be recorded in the Register and each New
Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in
Section 2.20(c); (5) Borrower shall make any payments required pursuant to Section 2.18(c) in
connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and
(6) Borrower shall deliver or cause to be delivered any legal opinions or other documents
reasonably requested by Administrative Agent in connection with any such transaction. Any New Term
Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New
Term Loans for all purposes of this Agreement.



On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to
the satisfaction of the foregoing terms and conditions, (a) each of the Extending Revolving Lenders
shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders
shall purchase from each of the Extending Revolving Loan Lenders, at the principal amount thereof
(together with accrued interest), such interests in the Extended Revolving Loans outstanding on
such Increased Amount Date as shall be necessary in order that, after giving effect to all such
assignments and purchases, such Extended Revolving Loans will be held by existing Revolving Loan
Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after
giving effect to the addition of such New Revolving Loan Commitments to the Revolving Loan
Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes an Extended
Revolving Loan Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed,
for all purposes, an Extended Revolving Loan and (c) each New Revolving Loan Lender shall become a
Lender with respect to the New Revolving Loan Commitment and all matters relating thereto.



On any Increased Amount Date on which any New Term Loan Commitments of any Series are
effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term
Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to
its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall
become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New
Term Loans of such Series made pursuant thereto.



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Administrative Agent shall notify all Lenders promptly upon receipt of Borrower’s notice of
each Increased Amount Date, and each notice from the Syndication Agents of Lenders and
Commitments allocated thereto, and in respect thereof (y) the New Revolving Loan Commitments
and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan
Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Loan
Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case,
subject to the assignments contemplated by this Section.



The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series
shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to
the Extended Tranche B Term Loans. The terms and provisions of the New Revolving Loans shall be
identical to the Extended Revolving Loans; provided that if any New Revolving Loan
Commitments are to be used to refinance or replace in whole or in part any Original Revolving
Commitments (“Refinancing New Revolving Loan Commitments”), and if the New Revolving Loan Lenders
thereof receive any up-front fee directly or indirectly from Borrower or any Subsidiary in excess
of 50 basis points in exchange for extending such Refinancing Loan Commitments (the amount by which
such fee exceeds 50 basis points being referred to herein as the “Excess Up-Front Fee”), then
Borrower shall pay to the Lenders with Extended Revolving Commitments (other than any Defaulting
Lender), concurrently with the establishment of such Refinancing New Revolving Loan Commitments, a
fee equal to the Excess Up-Front Fee on the amount of such Lenders’ Extended Revolving Commitments.
In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall
be no shorter than the weighted average life to maturity of the Revolving Loans and the Terms Loans
(whichever is longest), (ii) the applicable New Term Loan Maturity Date of each Series shall be no
shorter than the latest of the final maturity of the Revolving Loans and the Term Loans and
(iii) the rate of interest applicable to the New Term Loans of each Series shall be determined by
Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder
Agreement; provided that if the proceeds of any New Term Loans are to be used to refinance
in whole or in part any Original Term Loans (“Refinancing New Term Loans”), and if the Initial
Yield on such Refinancing New Term Loans exceeds by more than 25 basis points the Applicable Margin
then in effect for any Class of Extended Eurodollar Term Loans (the amount of such excess being
referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for each
such affected Class of Extended Term Loans shall automatically be increased by the Yield
Differential, effective upon the making of the Refinancing New Term Loans. Each Joinder Agreement
may, without the consent of any other Lenders, effect such amendments to this Agreement and the
other Credit Documents as may be necessary or appropriate, in the opinion of Administrative Agent
to effect the provision of this Section 2.24.



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SECTION 3. CONDITIONS PRECEDENT




3.1. Conditions to Effectiveness. The effectiveness of this amendment and restatement of the
Existing Credit Agreement in the form of this Agreement is subject to the satisfaction of the
conditions precedent set forth in Section 10 of the Amendment Agreement.



3.2. Conditions to the Making of Loans.



(a) Conditions Precedent. The obligation of each Lender to make any Loan on any
Credit Date is subject to the satisfaction, or waiver in accordance with Section 10.5, of the
following conditions precedent:




(i) Administrative Agent shall have received a fully executed and delivered Funding
Notice or Issuance Notice, as the case may be, in each case signed by the chief executive
officer, the chief financial officer or the treasurer of Borrower or of the managing member
of Borrower or by any executive officer of Borrower or managing member designated by any of
the above-described officers on behalf of Borrower in a writing delivered to the
Administrative Agent; provided, however, that the Administrative Agent may rely upon
the direct telephonic notice (not a voicemail or message) from such authorized officer of
Borrower to an authorized representative of the Administrative Agent, so long as written
notice from such authorized officer of Borrower is received by Administrative Agent at least
one Business Day prior to funding for Eurodollar Rate Loans and on the funding date prior to
funding for Base Rate Loans;




(ii) after making the Credit Extensions requested on such Credit Date, the Total
Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in
effect;




(iii) as of such Credit Date:




	 	(1)	 	the representations and
warranties contained herein and in the other Credit Documents
shall be true, correct and complete in all material respects on
and as of that Credit Date to the same extent as though made on
and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which
case such representations and warranties shall have been true,
correct and complete in all material respects on and as of such
earlier date;

	 
	 	(2)	 	no event shall have occurred and
be continuing or would result from the consummation of the
borrowing contemplated by such Funding Notice that would
constitute an Event of Default or a Potential Event of Default;
and

	 
	 	(3)	 	no order, judgment or decree of
any court, arbitrator or governmental authority shall purport to
enjoin or restrain any Lender from making the Loans to be made
by it on that Credit Date.





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(iv) Title Policy Endorsement. With respect to New Term Loans or New Revolving
Loan Commitments, Administrative Agent shall have received an endorsement to the Mortgage
Policies in the form of a 122 CLTA Endorsement insuring the continuing First Priority of the
Lien of the Deeds of Trust (subject to Liens permitted under Section 6.2) as security for
the requested New Term Loan or New Revolving Loan
Commitment on the date such New Term Loan is made, or such New Revolving Loan
Commitment is committed, increasing the aggregate amount of the Mortgage Policies by the
aggregate amount of such new Loans or Commitments (to the extent available in view of title
insurance company industry limits and regulatory limits, and provided that the
Administrative Agent may agree to waive the requirement of such increase to the extent that
in the reasonable determination of the Administrative Agent the cost of such increase is
unreasonable relative to prevailing title insurance premiums at such time) and insuring that
(i) as of the date of the initial Credit Extension or, if applicable, since the previous
Credit Extension (if a subsequent Credit Extension), there has been no change in the
condition of title unless permitted by the Credit Documents, and (ii) there are no
intervening Liens or encumbrances which may then or thereafter take priority over the Lien
of the Deeds of Trust (other than Liens permitted by Section 6.2(m) and Liens imposed by
law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens and ad valorem tax
liens, in each case, incurred in the ordinary course of business, and such intervening liens
or encumbrances securing amounts the payment of which are being disputed in good faith, so
long as the Title Company has delivered to Administrative Agent an endorsement or
affirmative coverage to the Mortgage Policy reasonably satisfactory to Administrative Agent
assuring against loss to the Secured Parties due to the priority of such lien or
encumbrance).



(b) Notices. Any Notice shall be executed by an authorized officer in a writing
delivered to Administrative Agent. In lieu of delivering a Notice, Borrower may give
Administrative Agent telephonic notice by the required time of any proposed borrowing,
conversion/continuation or issuance of a Letter of Credit, as the case may be; provided
each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to
Administrative Agent on or before the applicable date of borrowing, continuation/conversion or
issuance. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in
acting upon any telephonic notice referred to above that Administrative Agent believes in good
faith to have been given by a duly authorized officer or other person authorized on behalf of
Borrower or for otherwise acting in good faith.



3.3. Conditions to Letters of Credit. The issuance of any Letter of Credit hereunder (whether
or not the applicable Issuing Bank is obligated to issue such Letter of Credit) on or after the
Closing Date is subject to the following conditions precedent:



(a) Issuance Notice. On or before the date of issuance of such Letter of Credit,
Administrative Agent shall have received, in accordance with the provisions of Section 2.4(b), an
originally executed Issuance Notice, in each case signed by the chief executive officer, the chief
financial officer or the treasurer of Borrower or the managing member of Borrower or by any
executive officer of Borrower or managing member designated by any of the above-described officers
on behalf of Borrower in a writing delivered to the Administrative Agent, together with all other
information specified in Section 2.4(b) and such other documents or information as the applicable
Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit.



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(b) Other Conditions Precedent. On the date of issuance of such Letter of Credit, all
conditions precedent described in Section 3.2 shall be satisfied to the same extent as if the
issuance of such Letter of Credit were the making of a Loan.



SECTION 4. REPRESENTATIONS AND WARRANTIES




In order to induce Lenders and Issuing Bank to enter into this Agreement and to make each
Credit Extension to be made thereby, each Credit Party represents and warrants to each Lender and
Issuing Bank, on the Restatement Date and on each Credit Date, that the following statements are
true and correct:



4.1. Organization; Requisite Power and Authority; Qualification. Each Credit Party (a) is
duly organized, validly existing and in good standing under the laws of its jurisdiction of
organization, (b) has all requisite power and authority to own and operate its properties, to carry
on its business as now conducted and as proposed to be conducted, to enter into the Credit
Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is
qualified to do business and in good standing in every jurisdiction where its assets are located
and wherever necessary to carry out its business and operations, except in jurisdictions where the
failure to be so qualified or in good standing has not had, and could not be reasonably expected to
have, a Material Adverse Effect.



4.2. Equity Interests and Ownership. The Equity Interests of Borrower and the Material
Subsidiaries have been duly authorized and validly issued and (to the extent applicable under local
law) are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the
Restatement Date, there is no existing option, warrant, call, right, commitment or other agreement
to which Borrower or any of the Material Subsidiaries is a party requiring, and there is no
membership interest or other Equity Interests of Borrower or any of the Material Subsidiaries
outstanding which upon conversion or exchange would require, the issuance by Borrower or any of the
Material Subsidiaries of any additional membership interests or other Equity Interests of Borrower
or any of the Material Subsidiaries or other Securities convertible into, exchangeable for or
evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests
of Borrower or any of the Material Subsidiaries. Schedule 4.2 correctly sets forth the
ownership interest of Borrower and each of its Subsidiaries in its respective Subsidiaries as of
the Restatement Date.



4.3. Due Authorization. The execution and delivery of the Credit Documents and the
performance of the obligations thereunder have been duly authorized by all necessary action on the
part of each Credit Party that is a party thereto.



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4.4. No Conflict. The execution, delivery and performance by Credit Parties of the Credit
Documents to which they are parties and the consummation of the transactions contemplated by the
Credit Documents do not and will not (a) violate (i) any provision of any law or any governmental
rule or regulation applicable to Borrower or any of the Material Subsidiaries, (ii) any of the
Organizational Documents of Borrower or any of the Material Subsidiaries, or (iii) any order,
judgment or decree of any court or other agency of government binding on Borrower or any of the
Material Subsidiaries; (b) conflict with, result in a breach of
or constitute (with due notice or lapse of time or both) a default under any Contractual
Obligation of Borrower or any of the Material Subsidiaries; (c) result in or require the creation
or imposition of any Lien upon any of the properties or assets of Borrower or any of the Material
Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral
Agent, on behalf of Secured Parties, and Liens permitted under Section 6.2(x) if not granted under
the Collateral Documents); or (d) require any approval of stockholders, members or partners or any
approval or consent of any Person under any Contractual Obligation of Borrower or any of the
Material Subsidiaries, except for such approvals or consents which will be obtained on or before
the Restatement Date and disclosed in writing to Lenders and except for any such violations,
conflicts, breaches, defaults, approvals or consents the failure of which to obtain will not have a
Material Adverse Effect.



4.5. Governmental Consents. Except as set forth on Schedule 4.5, execution, delivery
and performance by Credit Parties of the Credit Documents to which they are parties and the
consummation of the transactions contemplated by the Credit Documents do not and will not require
any registration with, consent or approval of, or notice to, or other action to, with or by, any
Governmental Authority and except for filings and recordings with respect to the Collateral to be
made, or otherwise delivered to Collateral Agent for filing and/or recordation, as of the
Restatement Date.



4.6. Binding Obligation. Each Credit Document has been duly executed and delivered by each
Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit
Party, enforceable against such Credit Party in accordance with its respective terms, except as may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or
limiting creditors’ rights generally or by equitable principles relating to enforceability.



4.7. Historical Financial Statements. The Historical Financial Statements were prepared in
conformity with GAAP and fairly present, in all material respects, the financial position (on a
consolidated basis and, to the extent expressly provided hereinabove, consolidating basis), of the
Persons described in such financial statements as at the respective dates thereof and the results
of operations and cash flows (on a consolidated basis, and, to the extent expressly provided
hereinabove, consolidating basis) of the entities described therein for each of the periods then
ended, subject, in the case of any such unaudited financial statements, to changes resulting from
audit and normal year-end adjustments. As of the Restatement Date, except for obligations under
the Operative Documents, Borrower does not (and will not following the funding of the initial
Loans) have any contingent obligation, or contingent liability for taxes, long-term lease or
unusual forward or long-term commitment that is not reflected in the foregoing financial statements
or the notes thereto and which in any such case is material in relation to the business,
operations, properties, assets, or condition (financial or otherwise) of Borrower and the
Restricted Subsidiaries taken as a whole.




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4.8. Projections. On and as of the Restatement Date, the projections of Borrower and its
Subsidiaries for the period of Fiscal Year 2010 through and including Fiscal Year 2015 (the
“Projections”) are based on good faith estimates and assumptions made by the management of
Borrower; provided, the Projections are not to be viewed as facts and that actual results
during the period or periods covered by the Projections may differ from such Projections and that
the
differences may be material; provided, further, as of the Restatement Date,
management of Borrower believed that the Projections were reasonable and attainable.



4.9. No Material Adverse Change. Since December 31, 2009, no event, circumstance or change
has occurred that has caused or evidences, either in any case or in the aggregate, a Material
Adverse Effect.



4.10. Adverse Proceedings, etc. There are no Adverse Proceedings, individually or in the
aggregate, that could reasonably be expected to have a Material Adverse Effect. Neither Borrower
nor any of the Material Subsidiaries (a) is in violation of any applicable laws (including
Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments,
writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or
other governmental department, commission, board, bureau, agency or instrumentality, domestic or
foreign, that, individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect.



4.11. Payment of Taxes. Except as otherwise permitted under Section 5.3, all material tax
returns and reports of Borrower required to be filed by it have been timely filed, and all material
Taxes due and payable have been paid when due and payable other than any Taxes the amount or
validity of which is currently being contested in good faith by appropriate proceedings and with
respect to which adequate reserves in conformity with GAAP have been provided on the books of
Borrower. Borrower has not received written notification of any proposed tax assessment against
Borrower or any of its properties, other than any assessment that is being actively contested in
good faith by appropriate proceedings and/or for which adequate reserves have been established in
accordance with GAAP in Borrower’s books and records.



4.12. Properties.



(a) Title. The Credit Parties have (i) good, sufficient and legal title to (in the
case of fee interests in real property), (ii) valid leasehold interests in (in the case of
leasehold interests in real or personal property), (iii) valid licensed rights in (in the case of
licensed interests in intellectual property) and (iv) good title to (in the case of all other
personal property), all of their respective material properties and assets reflected in their
respective Historical Financial Statements referred to in Section  4.7 or in the most recent
financial statements delivered pursuant to Section 5.1, in each case, except for assets disposed of
since the date of such financial statements in the ordinary course of business or as otherwise
permitted under Section  6.7. Except as permitted by this Agreement, all such properties and
assets (or the interests or rights of the Credit Parties therein) are free and clear of Liens.




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(b) Real Estate. As of the Restatement Date, Schedule 4.12 contains a true,
accurate and complete list of (i) all Material Real Estate Assets, and (ii) all leases, subleases
or assignments of leases (together with all amendments, modifications, supplements, renewals or
extensions of any thereof) affecting each Material Real Estate Asset of any Credit Party,
regardless of whether such Credit Party is the landlord or tenant (whether directly or as an
assignee or successor in interest) under such lease, sublease or assignment. Each agreement listed
in clause (ii) of the immediately preceding sentence is in full force and effect, and except
as set forth on Schedule 4.12, Borrower does not have knowledge of any default that
has occurred and is continuing thereunder, and each such agreement constitutes the legally valid
and binding obligation of each applicable Credit Party, enforceable against such Credit Party in
accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or
by equitable principles.



4.13. Environmental Matters. Neither Borrower nor any other Credit Party nor any PA
Subsidiary nor any of their respective Facilities or operations is subject to any outstanding
written order, consent decree or settlement agreement with any Person relating to any Environmental
Law, any Environmental Claim, or any Hazardous Materials Activity that, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect. Neither Borrower nor
any of the Material Subsidiaries has received any letter or request for information under
Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C.
§ 9604) or any comparable state law that, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect. To Borrower’s and the Material Subsidiaries’
knowledge, there are and have been, no conditions, occurrences, or Hazardous Materials Activities
which could reasonably be expected to form the basis of an Environmental Claim against Borrower or
any of the Material Subsidiaries that, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect. Neither Borrower nor any of the Material Subsidiaries
nor, to any Credit Party’s knowledge, any predecessor of Borrower or any of the Material
Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment
of Hazardous Materials at any Facility, and none of Borrower’s or any of the Material Subsidiaries’
operations involves the generation, transportation, treatment, storage or disposal of hazardous
waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent that, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect. Compliance with all
current or reasonably foreseeable future requirements pursuant to or under Environmental Laws could
not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
To the Credit Parties’ knowledge, no event or condition has occurred or is occurring with respect
to Borrower or any of the Material Subsidiaries relating to any Environmental Law, any Release of
Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has
had, or could reasonably be expected to have, a Material Adverse Effect.



4.14. No Defaults. No Credit Party is in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained under the Credit
Documents, the LVSC Notes Documents, any FF&E Facility Agreements, any documents related to LVSC
Aircraft Financing to which such Credit Party is a party, or any of its other Contractual
Obligations, and no condition exists which, with the giving of notice or the lapse of time or both,
could constitute such a default, except where the consequences, direct or indirect, of such default
or defaults, if any, could not reasonably be expected to have a Material Adverse Effect.




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4.15. Material Contracts. Schedule 4.15 contains a true, correct and complete list of
all the Material Contracts in effect on the Restatement Date, and except as described thereon, all
such Material Contracts are in full force and effect and no defaults currently exist thereunder.



4.16. Governmental Regulation. Neither Borrower nor any of its Subsidiaries is subject to
regulation under the Public Utility Holding Company Act of 2005, the Federal Power Act or the
Investment Company Act of 1940 or under any other federal or state statute or regulation which may
limit its ability to incur the Indebtedness contemplated hereby, as applicable, other than the
Nevada Gaming Laws or which may otherwise render all or any portion of the Secured Obligations
unenforceable. Neither Borrower nor any of its Subsidiaries is a “registered investment company”
or a company “controlled” by a “registered investment company” or a “principal underwriter” of a
“registered investment company” as such terms are defined in the Investment Company Act of 1940.
Incurrence of the Secured Obligations under the Credit Documents and the other documents governing
the same complies with all applicable provisions of the Nevada Gaming Laws.



4.17. Margin Stock. No Credit Party is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or carrying any
Margin Stock. No part of the proceeds of the Loans made to such Credit Party will be used to
purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing
or carrying any such margin stock or for any purpose that violates, or is inconsistent with, the
provisions of Regulation T, U or X of the Board of Governors.



4.18. Employee Matters. Neither Borrower nor any of the Material Subsidiaries is engaged in
any unfair labor practice that could reasonably be expected to have a Material Adverse Effect.
There is (a) no unfair labor practice complaint pending against Borrower or any of the Material
Subsidiaries, or to Borrower’s knowledge, threatened against any of them before the National Labor
Relations Board and no grievance or arbitration proceeding arising out of or under any collective
bargaining agreement that is so pending against Borrower or any of the Material Subsidiaries or to
Borrower’s knowledge, threatened against any of them, (b) to Borrower’s knowledge, no strike or
work stoppage in existence or threatened involving Borrower or any of the Material Subsidiaries,
and (c) to Borrower’s knowledge, no union representation question existing with respect to the
employees of Borrower or any of the Material Subsidiaries and, to Borrower’s knowledge, no union
organization activity that is taking place, except (with respect to any matter specified in clause
(a), (b) or (c) above, either individually or in the aggregate) such as is not reasonably likely
to have a Material Adverse Effect.



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4.19. Employee Benefit Plans. No liability to the PBGC (other than required premium
payments), the Internal Revenue Service, any Plan Participant, or any Employee Benefit Plan or any
trust established under Title IV of ERISA (other than with respect to the payment of benefits
thereunder) has been or is reasonably expected to be incurred by Borrower, any of its Subsidiaries
or any of their ERISA Affiliates. No ERISA Event has occurred or is reasonably expected to occur.
As of the Closing Date, other than an amount not to exceed $5,000,000, the present value of the
aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by
Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the
most recent plan year on the basis of the actuarial assumptions specified for funding purposes in
the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current
value of the assets of such Pension Plan. As of the most recent valuation date for each
Multiemployer Plan for which the actuarial report is available, the potential liability of
Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from
such Multiemployer Plan (within the meaning of
Section 4203 of ERISA), when aggregated with such potential liability for a complete
withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e)
of ERISA is not greater than $50,000,000. Borrower, each of its Subsidiaries and each of their
ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each
Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA)
with respect to payments to a Multiemployer Plan.



4.20. Certain Fees. No broker’s or finder’s fee or commission will be payable with respect to
the transactions contemplated hereby, except as payable to the Lenders in connection with the
Amendment Agreement and to Credit Suisse and Barclays in connection with the transactions
contemplated by the Amendment Agreement, and Borrower hereby indemnifies Lenders against, and
agrees that it will hold Lenders harmless from, any claim, demand or liability for any such
broker’s or finder’s fees alleged to have been incurred in connection herewith or therewith and any
expenses (including reasonable fees, expenses and disbursements of counsel) arising in connection
with any such claim, demand or liability.



4.21. Solvency. The Credit Parties are and, upon the incurrence of any Obligation by any
Credit Party on any date on which this representation and warranty is made, will be, Solvent.



4.22. Matters Relating to Collateral.



(a) Creation, Perfection and Priority of Liens. The execution and delivery of the
Collateral Documents by the Credit Parties, together with the actions taken on or prior to the
Restatement Date pursuant to the Existing Credit Agreement and the Amendment Agreement are
effective to create in favor of Collateral Agent for the benefit of the Secured Parties, as
security for the Secured Obligations, subject to the exceptions contained in the Security
Agreement, a valid and perfected First Priority Lien on all of the Collateral, and all filings and
other actions necessary to perfect and maintain the perfection and priority status of such Liens
have been duly made or taken and remain full force and effect, other than the periodic filing of
UCC continuation statements in respect of UCC financing statements or Intellectual Property
Security Agreements filed by or on behalf of the Collateral Agent. As of the Restatement Date, no
filing, recordation, re-filing or re-recording other than those listed on Exhibit Q is
necessary to perfect and maintain the perfection of the interest, title or Liens of the Collateral
Documents.



(b) Permits. No authorization, approval or other action by, and no notice to or
filing with, any Governmental Authority is required for either (i) the pledge or grant by the
Credit Parties of the Liens purported to be created in favor of any Secured Party pursuant to any
of the Collateral Documents or (ii) the exercise by any Secured Party of any rights or remedies in
respect of any Collateral (whether specifically granted or created pursuant to any of the
Collateral Documents or created or provided for by applicable law), except for filings or
recordings contemplated by Section 4.22(a) or as set forth in Schedule 4.22(b).



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(c) Absence of Third Party Filings. Except such as may have been filed in favor of
Administrative Agent or Collateral Agent as contemplated by Section 4.22(a) or filed to perfect a
Lien permitted under Section 6.2, no effective UCC financing statement, fixture filing
or other instrument similar in effect covering all or any part of the Collateral is on file in
any filing or recording office.



(d) Information Regarding Collateral. All information supplied to Administrative Agent
or Collateral Agent by or on behalf of Borrower with respect to any of the Collateral (in each case
taken as a whole with respect to any particular Collateral) is accurate and complete in all
material respects.



4.23. Compliance with Statutes, etc. Borrower and the Material Subsidiaries are in compliance
with all applicable statutes, regulations and orders of, and all applicable restrictions imposed
by, all Governmental Authorities, in respect of the conduct of their business and the ownership of
their property (including compliance with all applicable Environmental Laws with respect to any
material Real Estate Asset or governing its business and the requirements of any permits issued
under such Environmental Laws with respect to any such material Real Estate Asset or the operations
of Borrower or any of its Subsidiaries), except such non-compliance that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect.



4.24. Disclosure. None of the factual information (other than projections and pro forma
financial information as to which no representation is made under this subsection), taken as a
whole, furnished by or on behalf of Borrower or any other Credit Party in writing to Documentation
Agents, Administrative Agent, Issuing Bank or any Lender for inclusion in the confidential
information memorandum delivered to the Lenders contains any untrue statement of a material fact or
omitted to state any material fact necessary to make such information, taken as a whole, not
misleading.



4.25. Patriot Act. To the extent applicable, each Credit Party is in compliance, in all
material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign
assets control regulations of the Untied States Treasury Department (31 CFR, Subtitle B, Chapter V,
as amended) and any other enabling legislation or executive order relating thereto, and
(ii) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds of the Loans will be used,
directly or indirectly, for any payments to any governmental official or employee, political party,
official of a political party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in
violation of the United States Foreign Corrupt Practices Act of 1977, as amended.



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SECTION 5. AFFIRMATIVE COVENANTS




Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until
payment in full of all Obligations (other than contingent indemnification obligations for which no
claim has yet been made) and cancellation, expiration, or cash collateralization (in accordance
with the terms hereof) of all Letters of Credit, each Credit Party shall perform, and shall cause
each of its Restricted Subsidiaries to perform, all covenants in this Section 5.



5.1. Financial Statements and Other Reports. Borrower will deliver to Administrative Agent
(who will promptly deliver to the Lenders):



(a) Quarterly Financial Statements. As soon as available, and in any event within 50
days after the end of each Fiscal Quarter (other than the fourth Fiscal Quarter) of each Fiscal
Year, commencing with the Fiscal Quarter in which the Closing Date occurs:




(i) the quarterly report on Form 10-Q for such Fiscal Quarter of LVSC filed with the
Securities and Exchange Commission, so long as such report includes a condensed
consolidating financial information note that contains a column covering only the Credit
Parties under the title “Guarantor Subsidiaries” pursuant to the rules and regulations of
the Securities and Exchange Commission; or




(ii) if such quarterly report does not contain all relevant information set forth in
clause (i), either because the condensed consolidating financial information note set forth
in clause (i) is no longer required under Rule 3-10 of Regulation S-X under the Securities
Exchange Act of 1934, as amended, or because the guarantors referenced in such note are no
longer identical to the Credit Parties, or for any other reason (it being understood,
however, that the requirements of clause (i) shall apply at all times when the guarantors
covered by the note referenced therein are identical to the Credit Parties), then, the
quarterly report on Form 10-Q for such Fiscal Quarter of LVSC filed with the Securities and
Exchange Commission, which quarterly report shall include an additional substantially
similar note, setting forth equivalent information to that set forth in the note described
in clause (i), covering only the Credit Parties; or




(iii) if such quarterly reports are no longer filed with the Securities and Exchange
Commission, or if the Securities and Exchange Commission objects to the inclusion of the
additional note required by clause (ii), at Borrower’s option: (A) the consolidated balance
sheets of the Credit Parties as at the end of such Fiscal Quarter and the related
consolidated statements of operations and cash flows of the Credit Parties for such Fiscal
Quarter and for the period from the beginning of the then current Fiscal Year to the end of
such Fiscal Quarter, setting forth in each case in comparative form the corresponding
figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail,
or (B) the financial statements of Borrower and its Subsidiaries provided to the Nevada
Gaming Authorities for such Fiscal Quarter, which financial statements shall include
accompanying consolidating information providing the consolidating balance sheet, statement
of operations and statement of cash flows with respect to the Credit Parties separate from
Borrower and its Subsidiaries, in each case (x) together with a Financial Officer
Certification and a Narrative Report with respect thereto, and (y) which information shall
be made publicly available if at the time of delivery LVSC continues to have any outstanding
public securities;



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(b) Annual Financial Statements. As soon as available, and in any event within 90
days after the end of each Fiscal Year, commencing with the Fiscal Year in which the Closing Date
occurs:




(i) the annual report on Form 10-K for such Fiscal Year of LVSC filed with the
Securities and Exchange Commission, so long as such report includes a condensed
consolidating financial information note that contains a column covering only the Credit
Parties under the title “Guarantor Subsidiaries” pursuant to the rules and regulations of
the Securities and Exchange Commission; or




(ii) if such annual report does not contain all relevant information set forth in
clause (i), either because the condensed consolidating financial information note set forth
in clause (i) is no longer required under Rule 3-10 of Regulation S-X under the Securities
Exchange Act of 1934, as amended, or because the guarantors referenced in such note are no
longer identical to the Credit Parties, or for any other reason (it being understood,
however, that the requirements of clause (i)shall apply at all times when the guarantors
covered by the note referenced therein are identical to the Credit Parties), then, the
annual report on Form 10-K for such Fiscal Year of LVSC filed with the Securities and
Exchange Commission, which annual report shall include an additional substantially similar
note, setting forth equivalent information to that set forth in the note described in
clause (i), covering only the Credit Parties; or




(iii) if such annual reports are no longer filed with the Securities and Exchange
Commission, or if the Securities and Exchange Commission objects to the inclusion of the
additional note required by clause (ii), at Borrower’s option: (A) the consolidated balance
sheets of the Credit Parties as at the end of such Fiscal Year and the related consolidated
statements of operations and stockholders’ equity and cash flows of the Credit Parties for
such Fiscal Year, setting forth in each case in comparative form the corresponding figures
for the previous Fiscal Year, all in reasonable detail, or (B) the financial statements of
Borrower and its Subsidiaries provided to the Nevada Gaming Authorities for such Fiscal
Year, which financial statements shall include accompanying consolidating information
providing the consolidating balance sheet, statement of operations, and statement of cash
flows with respect to the Credit Parties separate from Borrower and its Subsidiaries, in
each case (x) together with a Financial Officer Certification and a Narrative Report with
respect thereto, and (y) which information shall be made publicly available if at the time
of delivery LVSC continues to have any outstanding public securities;



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(iv) with respect to such financial statements specified in clause (i), (ii) or
(iii) above, (A) a report thereon of PricewaterhouseCoopers LLP or other independent public
accounting firm of recognized national standing selected by Borrower, and reasonably
satisfactory to Administrative Agent (which report shall be unqualified as scope of audit,
shall express no doubts about the ability of the Persons covered thereby to continue as a
going concern, and shall state that such consolidated financial statements fairly present,
in all material respects, the consolidated financial position of LVSC and its Subsidiaries
or Borrower and the Restricted Subsidiaries, as applicable, as at the dates indicated and
the results of their operations and their cash flows for the periods indicated in conformity
with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in
such financial statements) and that the examination by such accountants in connection with
such consolidated financial statements has been made in accordance with generally accepted
auditing standards) and (B) to the extent in
conformity with the guidelines of the Public Company Accounting Oversight Board and the
American Institute of Certified Public Accountants, a written statement by such independent
public accounting firm stating (1) that their audit examination has included a review of the
terms of this Agreement as they relate to accounting matters, and (2) whether, in connection
with their audit examination, any condition or event that constitutes an Event of Default or
Potential Event of Default has come to their attention and, if such a condition or event has
come to their attention, specifying the nature and period of existence thereof;
provided that such accountants shall not be liable by reason of any failure to
obtain knowledge of any such Event of Default or Potential Event of Default that would not
be disclosed in the course of their audit examination;



(c) Compliance Certificate. Together with each delivery of financial statements of
LVSC and its Subsidiaries (or Borrower and the Restricted Subsidiaries, as the case may be)
pursuant to Sections 5.1(a) and (b), (i) a duly executed and completed Officers’ Certificate of
Borrower stating that the signers, on behalf of Borrower, have reviewed the terms of this Agreement
and have made, or caused to be made under their supervision, a review in reasonable detail of the
transactions and condition of the Credit Parties during the accounting period covered by such
financial statements and that such review has not disclosed the existence during or at the end of
such accounting period, and that the signers do not have knowledge of the existence as at the date
of such Officers’ Certificate, of any condition or event that constitutes an Event of Default or
Potential Event of Default, or, if any such condition or event existed or exists, specifying the
nature and period of existence thereof and what action Borrower has taken, is taking and proposes
to take with respect thereto; and (ii) a duly executed and completed Compliance Certificate
demonstrating in reasonable detail compliance during and at the end of the applicable accounting
periods covered by Section 6.6;



(d) Statements of Reconciliation after Change in Accounting Principles. If, as a
result of any change in accounting principles and policies from those used in the preparation of
the Historical Financial Statements, the consolidated financial statements of LVSC and its
Subsidiaries (or Borrower and the Restricted Subsidiaries, as the case may be) delivered pursuant
to Section 5.1(a), (b) or (j) will differ in any material respect from the consolidated financial
statements that would have been delivered pursuant to such subdivisions had no such change in
accounting principles and policies been made, then, together with the first delivery of such
financial statements after such change, (i) (A) consolidated financial statements of the Credit
Parties for the current Fiscal Year to the effective date of such change and the two full Fiscal
Years immediately preceding the Fiscal Year in which such change is made, in each case, prepared on
a pro forma basis as if such change had been in effect during such periods and (B) of one or more
statements of reconciliation for all such prior financial statements in form and substance
reasonably satisfactory to Administrative Agent and (ii) a written statement of the chief
accounting officer or chief financial officer of Borrower setting forth the differences (including
any differences that would affect any calculations relating to the financial covenants set forth in
Section 6.6) which would have resulted if such financial statements had been prepared without
giving effect to such change;



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(e) Accountants’ Reports. Promptly upon receipt thereof (unless restricted by
applicable professional standards), copies of all final reports submitted to Borrower by
independent certified public accountants in connection with each annual, interim or special audit
of the financial statements of Borrower and the Restricted Subsidiaries made by such
accountants, including (unless specifically restricted by such accountants or the term of the
letter) any comment letter submitted by such accountants to management in connection with their
annual audit;



(f) SEC Filings and Other Financial Reports. Promptly upon their becoming available,
copies of (i) all financial statements, reports, notices and proxy statements sent or made
available generally by LVSC or any of its Subsidiaries to their security holders, (ii) all material
regular and periodic reports and all registration statements (other than on Form S-8 or a similar
form) and prospectuses, if any, filed by LVSC or any of its Subsidiaries with any securities
exchange or with the Securities and Exchange Commission or any similar Governmental Authority and
(iii) to the extent prepared, any financial statements and reports concerning any Credit Party not
delivered pursuant to Section 5.1(a) or (b). In each case, the delivery requirements of this
clause (f) shall be deemed satisfied if and when such documents are filed with the Securities and
Exchange Commission.



(g) Notice of Default. Promptly upon any officer of Borrower obtaining knowledge
(i) of any condition or event that constitutes an Event of Default or Potential Event of Default,
or becoming aware that any Lender has given any notice (other than to Administrative Agent) or
taken any other action with respect to a claimed Event of Default or Potential Event of Default,
(ii) that any Person has given any notice to any Credit Party or taken any other action with
respect to a claimed default or event or condition of the type referred to in Section 8.1(b) or
(iii) of the occurrence of any event or change that has caused or evidences, either in any case or
in the aggregate, a Material Adverse Effect, an Officers’ Certificate specifying the nature and
period of existence of such condition, event or change, or specifying the notice given or action
taken by any such Person and the nature of such claimed Event of Default, Potential Event of
Default, default, event or condition, and what action Borrower has taken, is taking and proposes to
take with respect thereto;



(h) Notice of Litigation. Promptly upon any officer of Borrower obtaining knowledge
of (i) the non-frivolous institution of, or threat of, any action, suit, proceeding (whether
administrative, judicial or otherwise), governmental investigation or arbitration against or
affecting the Credit Parties, or any property of the Credit Parties (collectively, “Proceedings”)
not previously disclosed in writing by Borrower to Lenders or (ii) any material development in any
Proceeding that, in any case (A) has a reasonable possibility of giving rise to a Material Adverse
Effect; or (B) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages
or obtain relief as a result of, the transactions contemplated hereby and written notice thereof
together with such other information as may be reasonably available to Borrower to enable Lenders
and their counsel to evaluate such matters;



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(i) ERISA. (i) Promptly upon becoming aware of the occurrence of or forthcoming
occurrence of any ERISA Event, a written notice specifying the nature thereof, what action
Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking
or proposes to take with respect thereto and, when known, any action taken or threatened by the
Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and (ii) with
reasonable promptness, copies of (1) each Schedule B (Actuarial Information) to the annual report
(Form 5500 Series) filed by Borrower, any of its Subsidiaries or any of their
respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension
Plan; (2) all notices received by Borrower, any of its Subsidiaries or any of their respective
ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of
such other documents or governmental reports or filings relating to any Employee Benefit Plan as
Administrative Agent shall reasonably request;



(j) Financial Plan. As soon as practicable and in any event no later than 90 days
after the beginning of each Fiscal Year, a consolidated plan and financial forecast for such Fiscal
Year and each Fiscal Year (or portion thereof) through the earlier of (i) the final maturity date
of the Loans and (ii) the next five Fiscal Years (a “Financial Plan”), including (A) a forecasted
consolidated balance sheet and forecasted consolidated statements of income and cash flows of the
Credit Parties for each such Fiscal Year, together with an explanation of the assumptions on which
such forecasts are based, (B) forecasted consolidated statements of income and cash flows of the
Credit Parties for each quarter of the next succeeding Fiscal Year and (C) forecasts demonstrating
projected compliance with the requirements of Section 6.6 through the next three Fiscal Years;



(k) Insurance Report. As soon as practicable and in any event by the last day of each
Fiscal Year, a report in form and substance reasonably satisfactory to Administrative Agent
outlining all material insurance coverage maintained as of the date of such report by the Credit
Parties and all material insurance coverage planned to be maintained by the Credit Parties in the
immediately succeeding Fiscal Year;



(l) Certain Notices. Promptly upon receipt, copies of all material notices provided
to Borrower by the Nevada Gaming Authorities and the equivalent authorities in Macau, Pennsylvania
or Singapore; and



(m) Ratings. Borrower will furnish to Administrative Agent prompt written notice of
any public announcement of a change in LVSC’s or Borrower’s Corporate Ratings by Moody’s or S&P or
any successor rating agencies.




(n) [Intentionally Omitted]



(o) Other Information. With reasonable promptness, such other information and data
with respect to Borrower or any of its Subsidiaries as from time to time may be reasonably
requested by any Lender.



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(p) Public Information. Concurrently with the delivery of any document or notice
required to be delivered pursuant to this Section 5.1, Borrower shall indicate whether such
document or notice contains material Nonpublic Information. Borrower and each Lender acknowledge
that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive
material Nonpublic Information with respect to LVSC, its Subsidiaries or its securities) and, if
documents or notices required to be delivered pursuant to this Section 5.1 or otherwise are being
distributed through IntraLinks/IntraAgency or another substantially equivalent website (the
“Platform”), any document or notice that Borrower has indicated contains material Nonpublic
Information shall not be posted on that portion of the Platform designated for such public-side
Lenders. If Borrower has not indicated whether a document or
notice delivered pursuant to this Section 5.1 contains material Nonpublic Information,
Administrative Agent shall post such document or notice solely on that portion of the Platform
designated for Lenders who wish to receive material Nonpublic Information with respect to LVSC, its
Subsidiaries or its securities.



5.2. Existence. Except as otherwise permitted under Section 6.7, each Credit Party will at
all times preserve and keep in full force and effect its existence and all rights and franchises,
licenses and permits material to its business; provided, no Credit Party (other than
Borrower with respect to existence) shall be required to preserve any such existence, right or
franchise, licenses and permits if such Person’s board of directors (or similar governing body)
shall determine that the preservation thereof is no longer desirable in the conduct of the business
of such Person, and that the loss thereof is not disadvantageous in any material respect to such
Person.



5.3. Payment of Taxes and Claims.



(a) Each Credit Party will pay all material Taxes, assessments and other governmental charges
imposed upon it or any of its properties or assets or in respect of any of its income, businesses
or franchises before any penalty or fine accrues thereon, and all material claims (including claims
for labor, services, materials and supplies) for sums that have become due and payable and that by
law have or may become a Lien upon any of its properties or assets, prior to the time when any
penalty or fine shall be incurred with respect thereto; provided, no such Tax or claim need
be paid if it is being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted, so long as (i) adequate reserve or other appropriate provision, as shall be
required in conformity with GAAP shall have been made therefor, and (ii) in the case of a Tax or
claim which has or may become a Lien against any of the Collateral, such contest proceedings
conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or
claim.



(b) No Credit Party will file or consent to the filing of any consolidated income tax return
with any Person (other than any other Credit Party) unless such Person shall have entered into the
Tax Sharing Agreement or another tax sharing agreement, in form and substance reasonably
satisfactory to Administrative Agent.



5.4. Maintenance of Properties. Each Credit Party will maintain or cause to be maintained in
good repair, working order and condition, ordinary wear and tear excepted, all material properties
used or useful in the business of the Credit Parties, and from time to time will make or cause to
be made all appropriate repairs, renewals and replacements thereof except to the extent that
Borrower determines in good faith not to maintain, repair, renew or replace such property if such
property is no longer desirable in the conduct of their business and the failure to do so is not
disadvantageous in any material respect to any Credit Party or the Lenders. Borrower will operate
the Venetian Facility and the Palazzo Facility at standards of operation at least substantially
equivalent to the standards of operation of the Venetian Facility on the Closing Date.



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5.5. Insurance. Borrower will maintain or cause to be maintained, with financially sound and
reputable insurers, such public liability insurance, third party property damage
insurance, business interruption insurance and casualty insurance with respect to liabilities,
losses or damage in respect of the assets, properties and businesses of the Credit Parties as is
required by its Material Contracts, and as may from time to time customarily be carried or
maintained under similar circumstances by corporations of established reputation engaged in similar
businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles,
covering such risks and otherwise on such terms and conditions as shall be customary for
corporations similarly situated in the industry; provided that deductibles in accordance
with the Cooperation Agreement shall be deemed customary for purposes of this sentence. Borrower
shall (a) apply Net Loss Proceeds to restore, replace or rebuild the Resort Complex in accordance
with the Cooperation Agreement and (b) apply any Net Loss Proceeds not applied as provided in
clause (a) in accordance with Section 2.14(b) hereof.



5.6. Books and Records; Inspections. Each Credit Party will keep proper books of record and
accounts in which full, true and correct entries shall be made of all dealings and transactions in
relation to its business and activities. Each Credit Party will permit authorized representatives
designated by the Administrative Agent to visit and inspect any of the properties of any Credit
Party once per calendar year (unless an Event of Default has occurred and is continuing, in which
case authorized representatives of any Lender shall have the right to such visitation and
inspection as often as may reasonably be requested, as coordinated by the Administrative Agent in a
manner intended to not unreasonably disrupt normal business operations), to inspect, copy and take
extracts from its and their financial and accounting records (to be used subject to customary
confidentiality restrictions and to the extent permitted by law), and to discuss its and their
affairs, finances and accounts with its and their officers and independent public accountants, if
requested by Administrative Agent (provided that any designated representatives of Borrower
may, if they so choose, be present at or participate in such discussion), all upon reasonable
notice and at such reasonable times during normal business hours.



5.7. Lenders Meetings. Borrower will, upon the reasonable request of Syndication Agents,
Administrative Agent or Requisite Lenders, participate in a meeting of Syndication Agents,
Administrative Agent and Lenders once during each Fiscal Year to be held at Borrower’s corporate
offices (or at such other location as may be agreed to by Borrower and Administrative Agent) at
such time as may be agreed to by Borrower, Syndication Agents and Administrative Agent.



5.8. Compliance with Laws.



(a) Each Credit Party will comply with the requirements of all applicable laws, rules,
regulations and orders of any Governmental Authority (including all Environmental Laws),
noncompliance with which could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.



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(b) Each Credit Party shall, from time to time obtain, maintain, retain, observe, keep in full
force and effect and comply in all material respects with the terms, conditions and provisions of
all Permits as shall now or hereafter be necessary under applicable laws except any thereof the
noncompliance with which could not reasonably be expected to have a Material Adverse Effect.



5.9. Environmental.



(a) Environmental Disclosure. Borrower will deliver to Administrative Agent and
Lenders:




(i) as soon as practicable following receipt thereof, copies of all environmental
audits, investigations, analyses and reports of any kind or character, whether prepared by
personnel of Borrower or any of its Subsidiaries or by independent consultants, governmental
authorities or any other Persons, with respect to material environmental matters at any
Facility or with respect to any material Environmental Claims;




(ii) promptly upon the occurrence thereof, written notice describing in reasonable
detail (1) any Release required to be reported to any federal, state or local governmental
or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken
by Borrower or any other Person in response to (A) any Hazardous Materials Activities the
existence of which is reasonably likely to result in one or more Environmental Claims
having, individually or in the aggregate, a Material Adverse Effect, or (B) any
Environmental Claims that, individually or in the aggregate, are reasonably likely to result
in a Material Adverse Effect, and (3) Borrower’s discovery of any occurrence or condition on
any real property adjoining or in the vicinity of any Facility that could reasonably be
expected to cause such Facility or any part thereof to be subject to any material
restrictions on the ownership, occupancy, transferability or use thereof under any
Environmental Laws; and




(iii) as soon as practicable following the sending or receipt thereof by Borrower or
any of its Subsidiaries, a copy of any and all written communications with respect to
(1) any Environmental Claims that, individually or in the aggregate, could reasonably be
expected to give rise to a Material Adverse Effect, (2) any Release required to be reported
to any federal, state or local governmental or regulatory agency, and (3) any request for
information from any governmental agency that suggests such agency is investigating whether
Borrower or any of its Subsidiaries may be potentially responsible for any Hazardous
Materials Activity.



(b) Hazardous Materials Activities, Etc. Each Credit Party shall promptly take, and
shall cause each of its Subsidiaries promptly to take, any and all actions necessary to (i) cure
any violation of applicable Environmental Laws by such Credit Party or its Subsidiaries that could
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and
(ii) make an appropriate response to any Environmental Claim against such Credit Party or any of
its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure
to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect.



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5.10. Compliance with Material Contracts. Each Credit Party shall comply, duly and promptly,
in all material respects with its respective obligations and enforce all of its respective rights
under all Material Contracts and all Resort Complex Operative Documents
except where the failure to comply could not reasonably be expected to have a Material Adverse
Effect.



5.11. Subsidiaries. In the event that (i) any Person becomes a Domestic Subsidiary (other
than an Excluded Subsidiary) of Borrower or (ii) any PA Subsidiary becomes directly or indirectly
wholly-owned by one or more Credit Parties, Borrower shall (a) promptly (and in any event within 10
Business Days) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the
Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a
Counterpart Agreement, and (b) take all such actions and execute and deliver, or cause to be
executed and delivered, all such documents, instruments, agreements, and certificates as are
similar to those described in Sections 3.1(c), 3.1(f), 3.1(g) and 3.1(j). With respect to each
such Subsidiary, Borrower shall promptly send to Administrative Agent written notice setting forth
with respect to such Person (i) the date on which such Person became a Subsidiary of Borrower, and
(ii) all of the data required to be set forth in Schedule 4.2 with respect to all
Subsidiaries of Borrower; and such written notice shall be deemed to supplement
Schedule 4.2 for all purposes hereof.



5.12. Additional Material Real Estate Assets. In the event that any Credit Party acquires a
Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Date becomes a
Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the
Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such
Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed
and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates
similar to those described in Sections 3.1(f) and 3.1(g) of the Existing Credit Agreement with
respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to
create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to
any filing and/or recording referred to herein, perfected First Priority security interest in such
Material Real Estate Assets. In addition to the foregoing, Borrower shall, at the request of
Collateral Agent, deliver, from time to time, to Collateral Agent such appraisals as are required
by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted
a Lien.



5.13. FF&E. Borrower agrees that it will use commercially reasonable efforts to maintain the
eligibility of any Specified FF&E which a Credit Party has purchased with the proceeds of a FF&E
Facility as collateral under such FF&E Facility.



5.14. [Intentionally Omitted]




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5.15. Further Assurances.



(a) Without expense or cost to Administrative Agent, Collateral Agent, or the Lenders, each
Credit Party shall, from time to time hereafter, execute, acknowledge, file, record, do and deliver
all and any further acts, deeds, conveyances, mortgages, deeds of trust, deeds to secure debt,
security agreements, hypothecations, pledges, charges, assignments, financing statements and
continuations thereof, notices of assignment, transfers, certificates, assurances and other
instruments as Administrative Agent may from time to time reasonably require in order to carry out
more effectively the purposes of this Agreement or the other Credit Documents,
including to subject any items of Collateral, intended to now or hereafter be covered, to the
Liens created by the Collateral Documents, to perfect and maintain such Liens (in the case of any
aircraft constituting Collateral acquired by a Credit Party, it being understood that such Credit
Party shall perfect such Liens within 90 days of the date of such acquisition), and to assure,
convey, assign, transfer and confirm unto Administrative Agent the property and rights hereby
conveyed and assigned or intended to now or hereafter be conveyed or assigned or which any Credit
Party may be or may hereafter become bound to convey or to assign to Administrative Agent or
Collateral Agent or for carrying out the intention of or facilitating the performance of the terms
of this Agreement, or any other Credit Documents or for filing, registering or recording this
Agreement or any other Credit Documents. Promptly upon a reasonable request each Credit Party
shall execute and deliver, and hereby authorizes the Agent to execute and file in the name of such
Credit Party, to the extent the Administrative Agent may lawfully do so, one or more financing
statements, chattel mortgages or comparable security instruments to evidence more effectively the
Liens of the Collateral Documents upon the Collateral.



5.16. Maintenance of Ratings. At all times, Borrower shall use commercially reasonable
efforts to maintain (i) ratings by Moody’s and S&P with respect to the credit facilities hereunder,
and (ii) corporate family ratings by Moody’s and S&P with respect to Borrower.



5.17. PA Sale Proceeds. Borrower shall cause each PA Subsidiary that receives proceeds
(excluding the first $25,000,000 of such proceeds received after the Closing Date) from a sale or
other transfer of all or any portion of a PA Project to apply all such net after-tax proceeds (net
of the share of such proceeds that would be payable to other equity holders in such PA Subsidiary
in accordance with its Organizational Documents) first, to repay in full all amounts outstanding
under any PA Investment Notes owed by it within ten days of the receipt thereof, and second, to
make dividends or other distributions to the Credit Parties. Upon receipt of such proceeds, the
Credit Parties shall apply all such proceeds in accordance with Section 2.14(a).



5.18. Real Estate Matters. No later than 60 days following each incurrence of New Senior
Secured Notes, Borrower shall, if reasonably requested by Collateral Agent (or may, with the
consent of the Collateral Agent), deliver or cause to be delivered the following:




(i) amendments to the Security Agreement or any other Collateral Document for purposes
of securing any New Senior Secured Notes thereunder and reflecting the terms of the First
Lien Intercreditor Agreement and to each Deed of Trust to which a Credit Party is then party
(except to the extent the Administrative Agent determines such amendment is not required)
for purposes of providing the benefit of the security interest of such Deed of Trust for the
benefit of the holders of such New Senior Secured Notes on substantially the same basis as
is provided under the Security Agreement (and with such other changes as are reasonably
acceptable to the Collateral Agent and Borrower);



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(ii) executed legal opinions, in form and substance reasonably satisfactory to the
Collateral Agent, with respect to such amended Deed of Trust; and




(iii) title policy endorsements consistent with those required for New Term Loans and
described in Section 3.2(a)(iv).



SECTION 6. NEGATIVE COVENANTS




Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until
payment in full of all Obligations (other than contingent indemnification obligations for which no
claim has yet been made) and cancellation, expiration, or cash collateralization (in accordance
with the terms of this Agreement) of all Letters of Credit, such Credit Party shall perform, and
shall cause each of its Restricted Subsidiaries to perform, all covenants in this Section 6.



6.1. Indebtedness. No Credit Party shall, directly or indirectly, create, incur, assume or
guaranty, or otherwise become or remain directly or indirectly liable with respect to any
Indebtedness, except:




(a) the Secured Obligations;



(b) subject to the last sentence of this Section 6.1, Indebtedness existing on the Closing
Date and set forth on Schedule 6.1 and refinancing of such Indebtedness in a principal
amount not in excess of that which is outstanding on the Closing Date (as such principal amount has
been permanently reduced following the Closing Date) (plus Refinancing Fees);



(c) the Credit Parties may become and remain liable with respect to Investments permitted by
Section 6.3 to the extent constituting Indebtedness;



(d) any Credit Party may become and remain liable for Indebtedness represented by FF&E
Facilities or any refinancing thereof pursuant to the terms hereof in an aggregate principal amount
not to exceed at any time $250,000,000 (plus, in connection with any refinancing of such FF&E
Facilities, Refinancing Fees);



(e) Indebtedness of any Guarantor to Borrower or to any other Guarantor, or of Borrower to any
Guarantor; provided, (i) all such Indebtedness in the form of loans shall be evidenced by
the Intercompany Note, which shall be subject to a First Priority Lien pursuant to the Security
Agreement, (ii) all such Indebtedness in the form of loans shall be unsecured and subordinated in
right of payment to the payment in full of the Secured Obligations pursuant to the terms of the
Intercompany Note, and (iii) any payment by any such Guarantor under any guaranty of the Secured
Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such
Subsidiary to Borrower or to any of its Subsidiaries for whose benefit such payment is made;



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(f) any Credit Party may become and remain liable for Non-Recourse Financing used to finance
the construction, installation, purchase or lease of personal or real property for use in the
business of a Credit Party (and any refinancing of such Indebtedness); provided that the
Indebtedness incurred pursuant to this clause (f) shall not exceed $75,000,000 (plus Refinancing
Fees) outstanding at any time;



(g) to the extent that such incurrence does not result in the incurrence by any Credit Party
of any obligation for the payment of borrowed money of others, Indebtedness of any Credit Party
incurred solely in respect of (i) performance bonds, completion guarantees, standby letters of
credit or bankers’ acceptances, letters of credit in order to provide security for workers’
compensation claims, payment obligations in connection with self insurance or similar requirements,
surety and similar bonds, statutory claims of lessors, licensees, contractors, franchisees or
customers, bonds securing the performance of judgments or a stay of process in proceedings to
enforce a contested liability or in connection with any order or decree in any legal proceeding,
provided, that such Indebtedness was incurred in the ordinary course of business of such
Credit Party and in an aggregate principal amount outstanding under this clause (i) at any one time
of less than $85,000,000 and (ii) bonds securing the performance of judgments or a stay of process
in proceedings to enforce a contested liability or in connection with any order or decree in any
legal proceeding, to the extent that such Indebtedness is in an aggregate principal amount
outstanding under this clause (ii) at any one time of less than $65,000,000;



(h) so long as no Potential Event of Default or Event of Default has occurred and is
continuing or would result therefrom (other than any Potential Event of Default or Event of Default
that would be cured by the incurrence thereof), any Credit Party may become and remain liable with
respect to unsecured Indebtedness; provided that at the time of incurrence, (i) Borrower’s
Consolidated Senior Leverage Ratio does not exceed 3.00:1.00 on a pro forma basis after giving
effect to the incurrence of such Indebtedness and the use of proceeds therefrom; (ii) there shall
be no scheduled amortization of principal on any portion of such Indebtedness until a date six
months following the latest Term Loan Maturity Date; (iii) the applicable final maturity date of
such Indebtedness shall be a date not earlier than six months following the latest Term Loan
Maturity Date; and (iv) the covenants, defaults (and events of default), redemption and other
prepayment events, remedies, acceleration rights, subordination provisions and other material terms
applicable to such Indebtedness shall not be materially more restrictive to the Credit Parties,
taken as a whole, than such provisions contained in this Agreement, as reasonably determined by the
board of directors of Borrower;



(i) so long as no Potential Event of Default or Event of Default has occurred and is
continuing or would result therefrom, any Credit Party may become and remain liable with respect to
other Indebtedness in an aggregate principal amount not to exceed, at any time outstanding
$50,000,000;



(j) the incurrence by any Credit Party of Indebtedness (which may include Capital Lease
obligations, mortgage financings or purchase money obligations), in each case incurred for the
purpose of financing all or any part of the purchase price or cost of construction, installation
and/or improvement of property, plant or equipment used in the business of Borrower or the
construction, installation, purchase or lease of real or personal property or equipment (including
any refinancings thereof), in an aggregate principal amount not to exceed, at any time outstanding,
$85,000,000 (plus any Refinancing Fees);



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(k) Indebtedness arising from any agreement entered into by any Credit Party providing for
indemnification, purchase price adjustment or similar obligations, in each case, incurred or
assumed in connection with an Asset Sale;



(l) to the extent it constitutes Indebtedness, obligations under Hedging Agreements that are
incurred (i) with respect to any Indebtedness that is permitted by the terms of this Agreement to
be outstanding, (ii) for the purpose of fixing or hedging currency exchange rate risk with respect
to any currency exchanges, or (iii) for the purpose of fixing or hedging commodities risk in
connection with commodities to which a Credit Party has actual exposure and not for speculative
purposes;




(m) the LVSC Notes and guaranties of the LVSC Notes;




(n) guaranties of LVSC Aircraft Financing;



(o) guaranties of up to $50,000,000 in aggregate principal amount of Indebtedness at any one
time outstanding of the PA Subsidiaries; provided such Indebtedness of the PA Subsidiaries
is not prohibited from being incurred pursuant to the terms of any PA Investment Note;



(p) subject to the conditions set forth in Section 6.3(h) (other than clause (iv) thereof) or
6.3(n), as applicable, guaranties (which guaranties shall reduce amounts available pursuant to the
Section 6.3(h) or 6.3(n), as applicable, on a dollar-for-dollar basis), made on behalf of Excluded
Subsidiaries or Joint Ventures, so long as (i) both before and after giving effect to the
incurrence of such guaranty, no Potential Event of Default or Event of Default has occurred or is
continuing, and (ii) the applicable dollar limitations set forth in Section 6.3(h) or
Section 6.3(n), as the case may be, would not be exceeded after giving effect to such incurrence
when aggregated (without duplication) with all Indebtedness incurred pursuant to this clause in
reliance on the applicable clause of Section 6.3 if such guaranty was instead being incurred as an
Investment thereunder;



(q) the Credit Parties may become and remain liable for customary indemnities under the
Project Documents and the Resort Complex Operative Documents; and



(r) New Senior Secured Notes and refinancings, renewals, refundings, defeasances and
substitutions thereof that do not increase the outstanding principal amount thereof (plus
Refinancing Fees) and guaranties thereof.



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Notwithstanding the foregoing, any permitted refinancing (in each case, the “New Indebtedness” of
Indebtedness expressly contemplated by clause (b) or (r) of this Section 6.1 shall only be
permitted if (i) after giving effect to such New Indebtedness, no Potential Event of Default or
Event of Default has occurred and is continuing, (ii) the aggregate scheduled installments of
amortization of principal (net of any increases in principal due to the capitalization of
Refinancing Fees) of such New Indebtedness in any Fiscal Year shall not exceed the scheduled
installments of amortization of principal of the Indebtedness being refinanced in each such Fiscal
Year (on a cumulative basis taking into account any such amortization in any prior Fiscal Years
scheduled under such Indebtedness being refinanced), (iii) the covenants, defaults, redemption and
other prepayment provisions, remedies and acceleration provisions of such New Indebtedness (other
than interest rate and redemption premiums) shall not be materially more restrictive to the Credit
Parties, taken as a whole, than the Indebtedness being refinanced (in the case of clause (r), as
determined by the Board of
Directors of Borrower and evidenced by an Officer’s Certificate delivered to the Administrative
Agent), (iv) the applicable final maturity date of such Indebtedness shall not be earlier than the
applicable final maturity date of the Indebtedness being refinanced and (v) in the case of
clause (r) above, all the requirements of the proviso to the definition of the term “New Senior
Secured Notes” (other than the requirement to comply with Section 2.14(c)) are met with respect to
such New Indebtedness.



6.2. Liens and Other Matters. No Credit Party shall directly or indirectly, create, incur,
assume or permit to exist any Lien on or with respect to any property or asset of any kind
(including any document or instrument in respect of goods or accounts receivable) of such Credit
Party, whether now owned or hereafter acquired or licensed, or any income, profits or royalties
therefrom, except:



(a) Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to
any Credit Document;



(b) Liens for Taxes, assessments or governmental claims if obligations with respect thereto
are being contested in good faith by appropriate proceedings promptly instituted and diligently
conducted;



(c) statutory Liens of landlords, statutory Liens of banks and rights of set-off, statutory
Liens of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens
imposed by law, in each case, incurred in the ordinary course of business or in connection with the
development, construction or operation of the Resort Complex (i) for amounts not yet overdue,
(ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in
excess of 5 days) are being contested in good faith by appropriate proceedings, so long as (A) such
reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made
for any such contested amounts, and (B) in the case of a Lien with respect to any portion of the
Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the
Collateral on account of such Lien or (iii) with respect to Liens of mechanics, repairmen, workmen
and materialmen, with respect to which Borrower has obtained a title insurance endorsement insuring
against losses arising therewith or Borrower has bonded such Lien within a reasonable time after
becoming aware of the existence thereof;



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(d) Liens incurred or deposits made in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social security, or to secure the
performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government
contracts, trade contracts, performance and return-of-money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money), incurred in the ordinary course of
business or in connection with the development, construction or operation of the Resort Complex
(i) for amounts not yet overdue, (ii) for amounts that are overdue and that (in the case of any
such amounts overdue for a period in excess of five days) are being contested in good faith by
appropriate proceedings, so long as (A) such reserves or other appropriate provisions, if any, as
shall be required by GAAP shall have been made for any such contested amounts and (B) in the case
of a Lien with respect to any portion of the Collateral, such contest proceedings conclusively
operate to stay the sale of any portion of the
Collateral on account of such Lien or (iii) with respect to Liens of mechanics, repairmen,
workmen and materialmen, with respect to which Borrower has obtained a title insurance endorsement
insuring against losses arising therewith or Borrower has bonded such Lien within a reasonable time
after becoming aware of the existence thereof;



(e) easements, rights-of-way, avagational servitudes, restrictions, encroachments, and other
defects or irregularities in title, in each case, which do not and will not interfere in any
material respect with the ordinary conduct of the business of the Credit Parties;



(f) leases or subleases granted to third parties in accordance with any applicable terms of
this Agreement and the Collateral Documents and not interfering in any material respect with the
ordinary conduct of the business of the Credit Parties and any leasehold mortgage in favor of a
party financing the lessee under any such lease, provided no Credit Party is liable for the payment
of any principal of, or interest, premiums or fees on, such financing;



(g) any interest or title of a lessor or sublessor under any lease of real estate permitted
hereunder;



(h) Liens solely on any cash earnest money deposits made by any Credit Party in connection
with any letter of intent or purchase agreement permitted hereunder;



(i) purported Liens evidenced by the filing of precautionary UCC financing statements relating
solely to operating leases of personal property entered into in the ordinary course of business;



(j) Liens in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods;



(k) any zoning or other law or right reserved to or vested in any governmental office or
agency to control or regulate the use of any real property;



(l) licenses of patents, copyrights, trademarks and other intellectual property rights granted
by Credit Parties in the ordinary course of business and not interfering in any respect with the
ordinary conduct of or materially detracting from the value of the business of such Credit Party;



(m) Liens described in Schedule 6.2 or on a title report or Mortgage Policy delivered
pursuant hereto;



(n) Liens securing Indebtedness permitted pursuant to Sections 6.1(f) and/or (j);
provided that such Liens extend only to the real property and/or personal property
(including Specified FF&E) that is constructed, purchased, leased, financed or refinanced with the
proceeds of such Indebtedness and to any related assets and rights, including proceeds of such
property or Indebtedness and related collateral accounts in which such proceeds are held and any
related assets or rights;



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(o) (i) Liens to secure a stay of process in proceedings to enforce a contested liability, or
required in connection with the institution of legal proceedings or in connection with
any other order or decree in any such proceeding or in connection with any contest of any Tax
or other governmental charge, or deposits with a Governmental Authority entitling any Credit Party
to maintain self-insurance or to participate in other specified insurance arrangements, or (ii) any
attachment or judgment Lien not constituting an Event of Default under Section 8.1(h);
provided that such Liens referred to in this clause (o) to the extent such liens secure
Indebtedness, shall not exceed the amounts specified in Section 6.1(g);



(p) Liens on real property of Borrower arising pursuant to the Harrah’s Shared Roadway
Agreement or the Harrah’s Shared Garage Lease (as in effect on the Closing Date) and any similar
Liens arising pursuant to any amendments thereto;



(q) Liens created or contemplated under the Cooperation Agreement, HVAC Services Agreements
and the Walgreens’ Documents;



(r) Liens on property of a Person existing at the time such Person became a Credit Party, is
merged into or consolidated with or into, or wound up into, Borrower or any other Credit Party;
provided, that such Liens were in existence prior to the consummation of, and were not
entered into in contemplation of, such acquisition, merger or consolidation or winding up and do
not extend to any other assets other than those of the Person acquired by, merged into or
consolidated with Borrower or such other Credit Party;



(s) Liens on property existing at the time of acquisition thereof by Borrower or any other
Credit Party; provided that such Liens were in existence prior to the consummation of, and
were not entered into in contemplation of, such acquisition and do not extend to any other assets
other than those so acquired;



(t) Liens incurred in connection with the construction of pedestrian bridges over (x) Las
Vegas Boulevard and Sands Avenue and/or (y) Koval Lane and Sands Avenue; provided that such
Liens will not (i) materially interfere with, impair or detract from the operation of the business
of the Credit Parties or the construction or operation of the Resort Complex or (ii) cause a
material decrease in the value of the Collateral;



(u) Liens on cash deposits and Cash Equivalents incurred in connection with Hedging
Agreements;



(v) Liens incurred in connection with the exchange of property with a governmental agency or
adjoining property owner, or any other similar transaction with respect to the Resort Complex in
accordance with the terms of Section 6.7(u);



(w) Liens created by or contemplated under the documents governing the use, management and
operation of residential condominium units (or “condo-hotel” or “timeshare” units) that are at or a
part of the Resort Complex (including condominium declarations and by-laws and CC&R’s);



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(x) Liens securing the LVSC Notes or the New Senior Secured Notes to the extent contemplated
by the Collateral Documents or otherwise (pursuant to documentation reasonably satisfactory to the
Administrative Agent) on a pari passu basis with the Secured Obligations;



(y) Liens on Specified FF&E securing obligations in respect of a FF&E Facility;
provided, the secured parties under such FF&E Facility or their representative have entered
into an intercreditor agreement on terms and conditions substantially similar to the Existing GE
FF&E Intercreditor Agreement (as defined in the Existing Credit Agreement) or otherwise reasonably
satisfactory to the Administrative Agent;



(z) easements, restrictions, rights of way, encroachments and other minor defects or
irregularities in title incurred in connection with the traffic study relating to increased traffic
on Las Vegas Boulevard and Sands Avenue as a result of completion of the Resort Complex;



(aa) Liens in connection with any defeasance of the LVSC Notes, Liens in favor of the LVSC
Notes Indenture Trustee on any amounts held in a defeasance account pursuant to a defeasance trust
agreement and any proceeds held in such account for the benefit of the holders of such LVSC Notes;



(bb) Liens in connection with any defeasance of the New Senior Secured Notes, Liens in favor
of a trustee on behalf of holders of New Senior Secured Notes on any amounts held in a defeasance
account pursuant to a defeasance trust agreement and any proceeds held in such account for the
benefit of the holders of such New Senior Secured Notes; and



(cc) other Liens securing Indebtedness in an aggregate amount not to exceed $25,000,000 at any
one time outstanding.



6.3. Investments; Joint Ventures; Formation of Subsidiaries. No Credit Party shall, directly
or indirectly, make or own any Investment in any Person, including any Joint Venture or otherwise
Invest in any Excluded Subsidiary, except:




(a) Investments in Cash and Cash Equivalents;




(b) Investments existing on the Closing Date and described in Schedule 6.3;



(c) Investments (including the formation or creation of a Subsidiary in compliance with the
terms of this Agreement) by Borrower in any other Credit Party or by any other Credit Party in
Borrower or other Credit Parties;



(d) any Investment made as a result of the receipt of non-cash consideration from an Asset
Sale that was made pursuant to and in compliance with this Agreement;



(e) receivables owing to any Credit Party if created or acquired in the ordinary course of
business and payable or dischargeable in accordance with customary trade terms; provided,
however, that such trade terms may include such concessionary trade terms as such Credit
Party deems reasonable under the circumstances;



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(f) payroll, travel and similar advances to cover matters that are expected at the time of
such advances ultimately to be treated as expenses for accounting purposes and that are made in the
ordinary course of business;



(g) the Credit Parties may invest in any Excluded Subsidiary or in any Joint Venture any cash
or other property (x) contributed to Borrower in exchange for common equity; provided such
contribution is not being made pursuant to the last sentence of the definition of Consolidated
Adjusted EBITDA, or (y) contributed to Borrower in the form of Shareholder Subordinated
Indebtedness;



(h) so long as no Event of Default or Potential Event of Default shall have occurred and be
continuing or would result therefrom, any Credit Party may form and make Investments in Excluded
Subsidiaries and in Joint Ventures (including Supplier Joint Ventures) of up to $2,100,000,000 in
the aggregate outstanding at any time (less any outstanding guaranties incurred pursuant to
Section 6.1(p)); provided that (i) outstanding Investments in Joint Ventures and/or
non-wholly owned Excluded Subsidiaries (excluding Excluded Subsidiaries that are not wholly-owned
solely due to minority interests held as required by local law, or directors’ qualifying shares)
shall not be permitted to exceed $525,000,000 at any time, (ii) no such Joint Venture or Excluded
Subsidiary shall own or operate or possess any material license, franchise or right used in
connection with the ownership or operation of the Resort Complex or any material project assets of
any Credit Party, (iii) in the case of any Investment in a Supplier Joint Venture, Borrower shall
have delivered an Officers’ Certificate which certifies that in the reasonable judgment of such
officers the Investment in such Supplier Joint Venture will result in an economic benefit to
Borrower (taking into account such Investment) as a result of a reduction in the cost of the goods
or services being acquired from the Supplier Joint Venture over the life of the Investment; and
(iv) in the case of an Excluded Subsidiary or Joint Venture, none of the Credit Parties shall incur
any liabilities or contingent obligations in respect of the obligations of such Excluded Subsidiary
or Joint Venture except for (x) guaranties otherwise permitted hereunder, and (y) customary or
“market standard” non-recourse carve-out indemnities, including fraud and environmental
indemnities;



(i) loans or advances to their employees or directors or former employees or directors (A) to
fund the exercise price of options granted under LVSC’s stock option plans or agreements or
employment agreements, as approved by LVSC’s Board of Directors or (B) for other purposes in an
amount not to exceed $5,000,000 in the aggregate outstanding at any time;



(j) Investments consisting of securities or other obligations received in settlement of debt
created in the ordinary course of business and owing to such Credit Party or in satisfaction of
judgments;



(k) Investments out of the proceeds of the substantially concurrent sale or issuance of Equity
Interests of Borrower (or, to the extent the proceeds of such issuance are contributed to Borrower
or any other Credit Party as common equity, of LVSC);



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(l) Investments in the PA Subsidiaries to develop the PA Projects; provided that no
more than 30% (or such greater percentage as Administrative Agent shall approve) of the Investments
made in any PA Project shall be in the form of common equity and the balance of such Investments
shall be pursuant to PA Investment Notes (it being understood that up to $225,000,000 of
Investments in the form of common equity may be made prior to any Investments being made pursuant
to PA Investment Notes, so long as thereafter all Investments
are made pursuant to PA Investment Notes until such time as the percentages required by this
clause (l) have been attained);



(m) to the extent constituting Investments, transfers of Intellectual Property permitted
pursuant to Section 6.7(t); and



(n) the Credit Parties may make Investments in an amount equal to the sum of (1) 50% of
(a) the Consolidated Net Income of the Credit Parties for the period (taken as one accounting
period) from April 1, 2007, to the end of Borrower’s most recently ended Fiscal Quarter for which
internal financial statements are available (or, in the case such Consolidated Net Income for such
period is a deficit, minus 100% of such deficit) less (b) the amount paid or to be paid in respect
of such period pursuant to Section 6.5(c) to shareholders or members other than Borrower, plus
(2) without duplication, 100% of the aggregate net cash proceeds received by Borrower since the
Closing Date from capital contributions (other than cash equity contributions made by Adelson or
any of his Affiliates (x) to be included in Consolidated Adjusted EBITDA to meet the financial
covenants set forth in Section 6.6 or (y) to the extent that the proceeds of such cash were
deducted in determining Consolidated Total Debt on the last day of any preceding Fiscal Quarter) or
the issue or sale of Equity Interests or debt Securities of Borrower that have been converted into
or exchanged for such Equity Interests of Borrower (other than Equity Interests or such debt
Securities of Borrower sold to another Credit Party) plus (3) to the extent not otherwise included
in the Credit Parties’ Consolidated Net Income, 100% of the cash dividends or other cash returns on
capital or the amount of the cash principal and interest payments received since April 1, 2007, by
Borrower or any other Credit Party from any Excluded Subsidiary or in respect of any Joint Venture
(other than dividends or distributions to pay obligations of or with respect to such Excluded
Subsidiary such as income taxes) until the entire amount of Investments made in such Excluded
Subsidiary made under this Section 6.3 has been received or the entire amount of such Investment in
a Joint Venture made under this Section 6.3 has been returned, as the case may be, and 50% of such
amounts thereafter, minus the aggregate amount of Restricted Payments made pursuant to
clause (y) of Section 6.5(g); provided, however that in the event Borrower converts
an Excluded Subsidiary to a Restricted Subsidiary, Borrower may add back to this clause the
aggregate amount of any Investment in such Subsidiary that was an Investment made pursuant to
Section 6.3 at the time of such Investment;



in each case, it being understood that up to an aggregate of $250,000,000 of such Investments
pursuant to this Section 6.3, may instead be made through Restricted Payments to LVSC as permitted
by Section 6.5(l).



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6.4. Restrictions on Subsidiary Distributions. Except as provided herein or in the other
Credit Documents, no Credit Party shall create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability of any Restricted
Subsidiary to (a) pay dividends or make any other distributions on any of such Restricted
Subsidiary’s Equity Interests owned by any other Credit Party, (b) repay or prepay any Indebtedness
owed by such Restricted Subsidiary to any other Credit Party, (c) make loans or advances to any
other Credit Party, or (d) transfer, lease or license any of its property or assets to any other
Credit Party other than restrictions (i) in agreements evidencing Indebtedness permitted by
Sections 6.1(f) or (j) or any related collateral documents that impose restrictions on
the property so acquired, (ii) by reason of customary provisions restricting assignments,
subletting or other transfers contained in leases, licenses, joint venture agreements and similar
agreements entered into in the ordinary course of business, (iii) that are or were created by
virtue of any transfer of, agreement to transfer or option or right with respect to any property,
assets or Equity Interests not otherwise prohibited under this Agreement, (iv) as provided in any
FF&E Facility Agreements or the documentation governing the LVSC Notes or the New Senior Secured
Notes (in each case, including any related guaranties, collateral documents or intercreditor
agreements) or any Permitted Subordinated Indebtedness, (v) any instrument governing Indebtedness
or Equity Securities of a Person acquired by a Credit Party as in effect at the time of such
acquisition or of an Excluded Subsidiary at the time of its designation as a Restricted Subsidiary
(except to the extent such Indebtedness was incurred in connection with or in contemplation of such
acquisition or designation), which encumbrance or restriction is not applicable to any Person, or
the properties or assets of any Person, other than the Person, or the property or assets of the
Person, so acquired or designated, (vi) restrictions on cash or other deposits or net worth imposed
under contracts entered into in the ordinary course of business, (vii) with respect to restrictions
of the type set forth in clause (d) above, as set forth in any agreement relating to Indebtedness
permitted to be secured by Permitted Liens so long as such restrictions only extend to the assets
secured by such Permitted Liens, or (viii) as required by applicable law or any applicable rule or
order of any gaming authority.



6.5. Restricted Payments. The Credit Parties shall not, directly or indirectly, declare,
order, pay, make or set apart any sum for any Restricted Payment, except:



(a) Borrower may make regularly scheduled or required payments of interest in respect of
Permitted Subordinated Indebtedness of Borrower in accordance with the terms of, and only to the
extent required by the agreement pursuant to which such Permitted Subordinated Indebtedness was
issued and such payments are not otherwise prohibited by the terms of this Agreement;
provided that (i) any such payments may be made only to the extent no Event of Default or
Potential Event of Default shall then exist and be continuing or would result therefrom and
(ii) any such payments may be made only to the extent that the Consolidated Interest Coverage Ratio
without giving effect to any Conforming L/C or substitute cash equity contribution by Adelson or
his Related Parties or Affiliates pursuant to the last sentence of the definition of Consolidated
Adjusted EBITDA for the four Fiscal Quarter period ended on the most recent Quarterly Date
preceding such payment or such shorter period tested on such Quarterly Date under
Section 6.6(a) (determined on a pro forma basis as though such payment had been made during the
period tested as of such Quarterly Date under Section 6.6(a)) would have been in compliance with
the requirements of Section 6.6(a) as certified to Administrative Agent by the chief financial
officer of Borrower, on behalf of Borrower, at the time of such payment;



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(b) the Credit Parties may redeem or purchase any Equity Interests in any Credit Party or any
Indebtedness of any Credit Party to the extent required by any Nevada Gaming Authority or any other
applicable gaming authority in order to preserve a material Gaming License, provided that
so long as such efforts do not jeopardize any material Gaming License, Borrower shall have
diligently tried to find a third-party purchaser for such Equity Interests or Indebtedness and no
third-party purchaser acceptable to the Nevada Gaming Authority is willing
to purchase such Equity Interests or Indebtedness within a time period acceptable to the
Nevada Gaming Authority;



(c) Borrower and the other Credit Parties that are required or permitted to file a
consolidated tax return with LVSC shall be entitled to make payments to LVSC pursuant to the Tax
Sharing Agreement or another tax sharing agreement entered into pursuant to Section 6.9(i), and
shall be entitled to make “catch up” cash distributions in an amount not to exceed $25,000,000 to
LVSC for taxes that would have been distributable, but were not distributed, to LVSC in respect of
LVSC’s 2006 tax year and the first quarter of 2007;




(d) the Credit Parties may make Restricted Payments to other Credit Parties;



(e) Borrower may make cash distributions to LVSC to enable LVSC to make repurchases of its
capital stock upon the death, disability or termination of a director, officer or employee or
former director, officer or employee of LVSC or its subsidiaries or upon exercise of stock options,
in each case, in accordance with employment agreements or option plans or agreements in effect on
the Closing Date or approved by the Board of Directors of LVSC;



(f) the Credit Parties may make cash Restricted Payments to LVSC to enable LVSC (1) to pay
franchise taxes, accounting, legal and other fees required to maintain its corporate existence,
(2) to provide for any other reasonable and customary operating costs and overhead expenses, and
(3) to enable LVSC to pay customary and reasonable costs and expenses of a proposed offering of
securities or incurrence of Indebtedness of LVSC that is not consummated;



(g) Borrower may make other Restricted Payments so long as no Event of Default or Potential
Event of Default shall exist and be continuing or would result therefrom, in an amount not to
exceed, in the aggregate (x) $50,000,000, plus (y) the sum of (1) 50% of (A) the
Consolidated Net Income of the Credit Parties for the period (taken as one accounting period) from
April 1, 2007 to the end of Borrower’s most recently ended Fiscal Quarter for which internal
financial statements are available (or, in the case such Consolidated Net Income for such period is
a deficit, minus 100% of such deficit) less (B) the amount paid or to be paid in respect of such
period pursuant to Section 6.5(c) to shareholders or members other than Borrower, plus (2) without
duplication, 100% of the aggregate net cash proceeds received by Borrower since the Closing Date
from capital contributions (other than cash equity contributions made by Adelson or any of his
Affiliates (x) to be included in Consolidated Adjusted EBITDA to meet the financial covenants set
forth in Section 6.6 or (y) to the extent that the proceeds of such cash were deducted in
determining Consolidated Total Debt on the last day of any preceding Fiscal Quarter) or the issue
or sale of Equity Interests or debt Securities of Borrower that have been converted into or
exchanged for such Equity Interests of Borrower (other than Equity Interests or such debt
Securities of Borrower sold to another Credit Party) plus (3) to the extent not otherwise included
in the Credit Parties’ Consolidated Net Income, 100% of the cash dividends or other cash returns on
capital or the amount of the cash principal and interest payments received since April 1, 2007, by
Borrower or any other Credit Party from any Excluded Subsidiary or in respect of any Joint Venture
(other than dividends or distributions to pay obligations of or with respect to such Excluded
Subsidiary such as income taxes) until the entire amount of Investments made in such Excluded
Subsidiary pursuant to Section 6.3 has been
received or the entire amount of such Investment in a Joint Venture pursuant to Section 6.3
has been returned, as the case may be, and 50% of such amounts thereafter; minus the
aggregate amount of Investments made pursuant to Section 6.3(n);



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(h) Borrower may pay dividends or make distributions to LVSC to allow LVSC to (A) redeem,
repurchase, retire or otherwise acquire for value any LVSC Notes or New Senior Secured Notes;
provided, Borrower shall substantially contemporaneously with payment for such LVSC Notes
or New Senior Secured Notes (except in connection with any prepayment or repurchase of New Senior
Secured Notes with Net Asset Sale Proceeds or Net Loss Proceeds as contemplated by Section 2.14(a)
or (b)), prepay the Loans and/or permanently reduce the Revolving Commitment in the manner set
forth in Section 2.15(b) by an aggregate principal amount equal to the amount of such dividend or
distribution used to redeem, repurchase, retire or otherwise acquire for value the LVSC Notes or
New Senior Secured Notes, as applicable, in connection with such Restricted Payment (except the
foregoing proviso shall not apply if such dividends or distributions to LVSC constitute Net Debt
Proceeds from the issuance of New Senior Secured Notes and are used to redeem, repurchase or
otherwise acquire for value any LVSC Notes), and (B) make scheduled principal and interest payments
(and with respect to clause (i) and (ii) only, liquidated damages) on (i) the LVSC Notes, (ii) the
New Senior Secured Notes and (iii) the LVSC Aircraft Financing;



(i) Borrower may make other cash dividends or distributions to LVSC up to an aggregate amount
not to exceed $25,000,000;



(j) Sands Pennsylvania, Inc. (and any other Restricted Subsidiaries formed or acquired after
the Closing Date that are owned in part by non-Credit Parties) may make dividends and other
distributions to the holders of its Equity Interests who are not Credit Parties as and when
required by its Organizational Documents;



(k) to the extent constituting Restricted Payments, Borrower may make transfers of
Intellectual Property permitted by Section 6.7(t);



(l) Borrower may make Restricted Payments, up to an aggregate of $250,000,000 for all such
Restricted Payments (and which Restricted Payments shall reduce amounts available pursuant to the
applicable clause of Section 6.3 on a dollar-for-dollar basis), to LVSC, to allow LVSC to make
Investments that would otherwise be permitted to be made by the Credit Parties pursuant to
Section 6.3; provided the proceeds of such Restricted Payments are in fact utilized by LVSC
for such purpose; and



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(m) Borrower may transfer its Equity Interests in Interface to LVSC; provided that
Interface continues to be a Restricted Subsidiary and Guarantor hereunder, directly wholly-owned by
LVSC, and bound by all provisions of the Credit Documents to the same extent as if it were a
Restricted Subsidiary wholly-owned by Borrower.



6.6. Financial Covenants.



(a) Interest Coverage Ratio. For so long as any Revolving Loans, Revolving
Commitments or Delayed Draw II Term Loans are outstanding, Borrower will not permit the
Consolidated Interest Coverage Ratio as of the last day of any Fiscal Quarter to be less than
2:00 to 1:00.



(b) Leverage Ratio. Borrower shall not permit the Consolidated Leverage Ratio as of
the last day of any Fiscal Quarter occurring during any period set forth below to be greater than
the ratio set forth opposite such period:



	 	 	 	 	 
	Fiscal Quarter	 	Leverage Ratio	 
	July 1, 2010 – June 30, 2011
	 	 	6.50:1.00	 
	July 1, 2011 – December 31, 2011
	 	 	6.00:1.00	 
	January 1, 2012 – June 30, 2012
	 	 	5.50:1.00	 
	July 1, 2012 and thereafter
	 	 	5.00:1.00	 






6.7. Fundamental Changes; Disposition of Assets. The Credit Parties shall not alter the
corporate, capital or legal structure (except with respect to changes in capital structure to the
extent a Change of Control does not occur as a result thereof) of any Credit Party, or enter into
any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer
or otherwise dispose of, in one transaction or a series of transactions, all or any part of its
business, property or assets, whether now owned or hereafter acquired (other than inventory in the
ordinary course of business), except:



(a) the Credit Parties may consummate the Palazzo Condo Tower Sales (or the sale of the
Palazzo Condo Tower or any portion thereof, or the equity interest in the entity which owns the
Palazzo Condo Tower so long as such entity does not have any material assets not solely related to
the Palazzo Condo Tower);



(b) the Credit Parties may dispose of obsolete, worn out or surplus assets or assets no longer
used or useful in the business of the Credit Parties in each case to the extent in the ordinary
course of business, provided that either (i) such disposal does not materially adversely
affect the value of the Collateral or (ii) prior to or promptly following such disposal any such
property shall be replaced with other property of substantially equal utility and a value at least
substantially equal to that of the replaced property when first acquired and free from any Liens
other than Liens permitted under Section 6.2 and by such removal and replacement the Credit Parties
shall be deemed to have subjected such replacement property to the Lien of the Collateral Documents
in favor of Lenders, as applicable;



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(c) the Credit Parties may sell or otherwise dispose of assets in transactions that do not
constitute Asset Sales;



(d) the Credit Parties may make Asset Sales of (x) assets other than Core Assets, and
(y) assets (so long as such sold assets do not include (i) any Gaming License or (ii) any other
material license or franchise used in connection with the ownership or operation of the Resort
Complex (other than solely with respect to portions of the Resort Complex that are no longer, or
will no longer be following such sale, assets of a Credit Party)) having a fair market value
(valued at the principal amount thereof in the case of non-Cash proceeds consisting of notes or
other debt Securities, and fair market value in the case of other non-Cash proceeds) not in
excess of $150,000,000; provided, in each case, that (A) the consideration received for
such assets shall be in an amount at least equal to the fair market value (valued at the principal
amount thereof in the case of non-Cash proceeds consisting of notes or other debt Securities, and
fair market value in the case of other non-Cash proceeds) thereof in the judgment of the Board of
Directors of Borrower; (B) at least 75% of the consideration received shall be cash and/or Cash
Equivalents; and (C) the Net Asset Sale Proceeds of such Asset Sales shall be applied as required
by Section 2.14(a);



(e) the Credit Parties may have an Event of Loss or incur any Lien permitted under
Section 6.2;




(f) the Guarantors may issue equity Securities to Borrower or to any other Guarantor;



(g) the Credit Parties may (i) be a party to any lease in effect on the Restatement Date, each
of which lease of real property is set forth on Schedule 4.12 hereto (as such lease may be
amended, modified or supplemented in accordance with the terms of this Agreement) or (ii) enter
into any lease in connection with the business of the Credit Parties as may be permitted under
Section 6.11; provided that (A) no Event of Default shall exist and be continuing at the
time of such transaction or lease or would occur after or as a result of entering into such
transaction or lease (or immediately after any renewal or extension thereof at the option of the
Credit Parties), (B) such transaction or lease will not materially interfere with, impair or
detract from the operation of the business of the Credit Parties, (C) such transaction or lease
contains terms such that the lease, taken as a whole, is commercially reasonable and fair to the
Credit Parties in light of prevailing or comparable transactions in other casinos, hotels, hotel
attractions or shopping venues or other applicable venues, (D) no gaming or casino operations
(other than the operation of arcades and games for children) may be conducted on any space that is
subject to such transaction or lease other than by the Credit Parties, (E) no lease may provide
that the Credit Parties may subordinate its fee, condominium or leasehold interest to any lessee or
any party financing any lessee (except as provided in the Casino Level Mall Lease), and (F) the
tenant under such lease (other than any lease for a term of 21 days or less) shall provide
Administrative Agent on behalf of the Lenders with a Subordination, Non-Disturbance and Attornment
Agreement substantially in the form of Exhibit O hereto with such changes as Administrative
Agent may approve, which approval shall not be unreasonably withheld or delayed, or Administrative
Agent shall be satisfied that such lease contains reasonably comparable (or better) terms as to
subordination, attornment and non-disturbance with respect to its tenant as would be obtained under
an agreement in the form of Exhibit O.



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(h) any Guarantor may be merged or consolidated with (or liquidated into) any other Guarantor
or Borrower;



(i) (A) the Credit Parties may sell, lease or otherwise transfer assets to each other, and
(B) the Credit Parties may sell, lease or otherwise transfer assets to Excluded Subsidiaries and
Joint Ventures to the extent constituting Investments permitted by Section 6.3;



(j) Borrower may dedicate space for the purpose of the construction of (i) a mass transit
system, (ii) a pedestrian bridge over Las Vegas Boulevard and Sands Avenue or similar structures to
facilitate pedestrian traffic, (iii) a pedestrian bridge over Koval Lane and Sands Avenue to
facilitate pedestrian traffic between the land owned east of Koval Lane along Sands Avenue (“Sands
Off Site Land”) and the Resort Complex, (iv) right turn lanes or other roadway dedications at or
near the Resort Complex, the Sands Off Site Land or other off site land that may be acquired in the
future and (v) other improvements relating to vehicular, mass transit and/or pedestrian access or
movement; provided, in each case, that either (A) such dedication does not materially
impair the use or operations of either of the Palazzo Project or the Venetian Facility, or
(B) Borrower believes in its good faith judgment that the failure to so dedicate such space would
be reasonably likely to result in the taking or condemnation of such space by a Governmental
Authority, or the taking of another action adverse to the Credit Parties by a Governmental
Authority;




(k) Borrower may license trademarks and trade names in the ordinary course of business;



(l) the Credit Parties may transfer any assets leased or acquired with proceeds of a
Non-Recourse Financing permitted under Section 6.1 or any other financing permitted under
Section 6.1 and secured by a Lien permitted under Section 6.2 to the lender providing such
financing or its designee upon default, expiration or termination of such Non-Recourse Financing or
other financing;




(m) Borrower may sell receivables for fair market value in the ordinary course of business;



(n) Borrower may merge into a holding company in order to create a new holding company parent
or to change its place of organization;



(o) Borrower may merge into a holding company in order to create a new holding company parent,
to change its place of organization, and Borrower may convert into a “C corporation” or a
partnership so long as it gives the Administrative Agent at least thirty days’ notice before it
changes its name, identity or corporate structure and shall execute and deliver such instruments
and documents as may reasonably be required by the Administrative Agent to maintain a prior
perfected security interest in the Collateral;




(p) [Intentionally Omitted];



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(q) Sands Pennsylvania, Inc. may sell its equity interests in any PA Subsidiary in accordance
with the Organizational Documents thereof and the PA Contribution Agreement;



(r) the Credit Parties may make exchanges of (x) assets other than Core Assets, and (y) assets
(so long as such assets do not include (i) any Gaming License or (ii) any other material license,
franchise or right used in connection with the ownership or operation of the Resort Complex (other
than solely with respect to portions of the Resort Complex that are no longer, or will no longer be
following such exchange, assets of a Credit Party)) for either assets or Equity Interests; provided
that (A) the consideration received by the Credit Parties in any such exchange have a fair market
value (as determined in good faith by Borrower) equal to the assets
so exchanged; (B) in the case of clause (y), the aggregate fair market value of all such
exchanges does not exceed $175,000,000 during any calendar year; (C) the non-cash proceeds (other
than Equity Interests) from such exchange are pledged as Collateral to the extent required by
Section 5.15; (D) the cash portion of any proceeds received from such exchange are applied as
required by Section 2.14(a); and (E) no Potential Event of Default or Event of Default is in
existence at the time of any such exchange or would be caused thereby;




(s) the Credit Parties may make distributions permitted under Section 6.5;



(t) any Credit Party may contribute, distribute, transfer or assign any of its Intellectual
Property and related rights to LVSC or any Excluded Subsidiary in connection with a reorganization
of the LVSC’s and its Subsidiaries’ portfolio of Intellectual Property;



(u) the Credit Parties may transfer property to, or exchange property with, a Governmental
Authority or an adjoining property owner to facilitate the development, construction or operation
of the Resort Complex; provided that such transfer or exchange is in the best interests of
the Credit Parties in the reasonable business judgment of the Board of Directors of Borrower; and



(v) the Credit Parties may dispose of construction equipment with a value of no more than
$10,000,000 in the aggregate.



6.8. Sale and Leasebacks. The Credit Parties shall not directly or indirectly, become or
remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an
Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now
owned or hereafter acquired, (i) which the Credit Parties have sold or transferred or are to sell
or transfer to any other Person or (ii) which the Credit Parties intend to use for substantially
the same purpose as any other property which has been or is to be sold or transferred by the Credit
Parties to any Person in connection with such lease, except that the Credit Parties may enter into
sale-leaseback transactions in connection with any Non-Recourse Financing permitted hereunder.



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6.9. Transactions with Shareholders and Affiliates. No Credit Party shall, directly or
indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or
exchange of any property or the rendering of any service) with any Affiliate of Borrower (other
than any transaction between Credit Parties) on terms that are less favorable to such Credit Party,
except, that the Credit Parties may enter into and permit to exist:



(a) transactions that are on terms that are not less favorable to that Credit Party than those
that might be obtained at the time from a Person who is not such an Affiliate;



(b) reasonable and customary fees paid to members of the board of directors (or similar
governing body) of Borrower, Interface and their respective Subsidiaries;



(c) employment, secondment, compensation, indemnification, noncompetition or confidentiality
arrangements with employees or directors of a Credit Party or of LVSC entered into in the ordinary
course of business or as approved by a majority of the independent members of the Board of
Directors of Borrower or the relevant Restricted Subsidiary for officers and other
employees of Borrower, Interface and their respective Subsidiaries (or a committee of such
board, the majority of which consists of independent directors) in its reasonable determination;



(d) purchases of materials or services by the Credit Parties in the ordinary course of
business pursuant to the Procurement Services Agreement or otherwise on arm’s length terms;




(e) license agreements with any Excluded Subsidiary or Joint Venture;




(f) Shareholder Subordinated Indebtedness;



(g) any agreement by an Excluded Subsidiary to pay management fees to the Credit Parties
directly or indirectly;



(h) Investments permitted by Section 6.3, Restricted Payments permitted by Section 6.5, and
Asset Sales permitted by Section 6.7;



(i) transactions contemplated by the Tax Sharing Agreement, or in lieu thereof, another tax
sharing agreement with LVSC in form and substance (including any amendments thereto) reasonably
satisfactory to the Administrative Agent;



(j) transactions contemplated by (i) the LVSC Corporate Services Agreement, (ii) one or more
other management or services agreements among Borrower, LVSC, and/or Interface Employee Leasing,
LLC, approved by the Administrative Agent, such approval not to be unreasonably withheld or
delayed, providing for certain corporate, managerial, sourcing, aviation and/or hotel services, and
(iii) any amendments, modifications or supplements to any of the above, and the transactions
contemplated thereby; provided that such amendments or modifications are approved by the
Administrative Agent, such approval not to be unreasonably withheld or delayed (it being agreed
that any increase or decrease to the allocation of indirect costs to Borrower of less than 10%
shall be deemed to be reasonable and shall not require any approval);



(k) transactions contemplated by (i) the Aircraft Agreements in existence on the Closing Date,
(ii) one or more other Aircraft Agreements, on terms not materially worse, taken as a whole, to the
Credit Parties or the Lenders than the Aircraft Agreements in existence on the Closing Date or
otherwise approved by the Administrative Agent, such approval not to be unreasonably withheld or
delayed, and (iii) any amendments, modifications or supplements to any of the above, and the
transactions contemplated thereby; provided that such amendments or modifications are not
materially adverse to the Credit Parties or the Lenders unless approved by the Administrative
Agent;



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(l) the transactions contemplated by the PA Contribution Agreement (including all exhibits
thereto), the Organizational Documents of PA Retail and PA Gaming, and each PA Investment Note
entered into pursuant hereto;




(m) the transactions and agreements set forth on Schedule 6.9;



(n) registration rights agreements to provide for the registration under the Securities Act of
the capital stock interests held by Affiliates;



(o) the transactions contemplated by the Cooperation Agreement, each Project Document and each
HVAC Services Agreement;




(p) transactions permitted by Sections 6.1(m), (n), (o), (p) and (r), and Section 6.2(x); and



(q) any transaction for the exchange of amounts denominated in Dollars, Hong Kong Dollars,
Macau Patacas, Singapore Dollars or any other currency for amounts denominated in any other
currencies among the Borrower and its Affiliates, if (1) no fees are payable by the Borrower to
such Affiliate and (2) the rate of exchange for such transaction is determined as set forth on
Schedule 6.9 (q).



6.10. Disposal of Subsidiary Stock. Except in connection with a transaction (including a
liquidation, dissolution, conveyance, sale, lease, transfer or other disposition) permitted by
Section 6.5(i) or Section 6.7(a), (c), (d), (h), (i) or (s)), Borrower shall not, directly or
indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of capital stock or
other Equity Interests of any Guarantor, except (i) to qualify directors if required by applicable
law and (ii) to the extent required by any Nevada Gaming Authority or any other gaming authority in
order to preserve a material Gaming License; provided, however, that the valuation
of such Guarantor for purposes of determining whether such sale, assignment, pledge or disposition
is permitted under Section 6.5(i) or Section 6.7(c), (d) or (i) as the case may be, shall be the
fair market value of such Guarantor as a going concern, as determined by the board of directors of
LVSC.



6.11. Conduct of Business. The Credit Parties shall not engage in any business activity
except those business activities engaged in on the Closing Date and any activity or business
incidental, related or similar thereto, or any business or activity that is a reasonable extension,
development or expansion thereof or ancillary thereto, including any internet gaming, hotel,
entertainment, recreation, convention, trade show, meeting, travel, travel tour, retail sales,
residential condominium, “condo hotel,” “timeshare,” or other activity or business designed to
promote, market, support, develop, construct or enhance the casino gaming, hotel, retail and
entertainment mall and resort business operated by the Credit Parties.



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6.12. Certain Restrictions on Changes to Certain Documents.



(a) The Credit Parties shall not agree to any material amendment to, or waive any of their
material rights under, any Material Contract (excluding the LVSC Notes Documents, the Aircraft
Financing Documents, any FF&E Facility Agreements, and documents governing or relating to the
issuance of the New Senior Secured Notes) or enter into new Material Contracts (other than LVSC
Notes Documents, Aircraft Financing Documents, FF&E Facility Agreements, documents governing or
relating to the issuance of the New Senior Secured Notes and new Project Documents permitted by,
and in accordance with the terms of, the Cooperation Agreement) without, in each case, obtaining
the prior written consent of Requisite Lenders if in any such case, such amendment or waiver or new
Material Contract or Permit could reasonably be expected to have a Material Adverse Effect or
otherwise adversely affect Lenders in any material respect.



(b) The Credit Parties shall not amend or otherwise change the terms of any documents
governing Permitted Subordinated Indebtedness (except in connection with a defeasance or permitted
refinancing thereof) or permit the termination thereof (other than in accordance with the terms
thereof), or make any payment consistent with an amendment thereof or change thereto (except in
connection with a defeasance or permitted refinancing thereof), if the effect of such amendment or
change, together with all other amendments or changes made, is to increase materially the
obligations of the obligor thereunder or to confer any additional rights on the holders of the
Indebtedness evidenced thereby (or a trustee or other representative on their behalf) which would
be materially adverse to the Credit Parties or the Lenders.



(c) Notwithstanding the foregoing provisions of this Section 6.12, to the extent not otherwise
permitted pursuant to the terms of Section 6.12(a), on or after the Closing Date, Borrower may
enter into amendments to the Cooperation Agreement (to cover the relationship between the Palazzo
Condo Tower and the rest of the Resort Complex, and to otherwise reflect the fact that the Resort
Complex includes the Palazzo Condo Tower), in each case, in form and substance reasonably
satisfactory to the Administrative Agent.



6.13. Fiscal Year. Borrower shall not change its Fiscal Year-end from December 31.



6.14. No Joint Assessment. Without the prior written approval of Administrative Agent, which
approval may be granted, withheld, conditioned or delayed in its sole discretion, the Credit
Parties shall not suffer, permit or initiate, the joint assessment of any parcel of Mortgaged
Property (a) with any other real property constituting a separate tax lot or (b) with any portion
of any parcel of Mortgaged Property which may be deemed to constitute personal property, or any
other procedure whereby the Lien of any Taxes which may be levied against any such personal
property shall be assessed or levied or charged to such Mortgaged Property as a single Lien.



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6.15. No Further Negative Pledge. Except with respect to (a) specific property encumbered to
secure payment of particular Indebtedness or leases or to be sold pursuant to an executed agreement
with respect to an Asset Sale and (b) restrictions by reason of customary provisions restricting
assignments, subletting or other transfers contained in leases, licenses and similar agreements or
restrictions on cash or other deposits, in each case, entered into in the ordinary course of
business (provided that such restrictions are limited to the property or assets secured by such
Liens or the property or assets subject to such leases, licenses or similar agreements, as the case
may be), no Credit Parties shall enter into any agreement prohibiting the creation or assumption of
any Lien to secure the Secured Obligations upon any of its properties or assets, whether now owned
or hereafter acquired other than (i) as provided herein or in the other Credit Documents, (ii) as
provided in the LVSC Note Documents, or any FF&E Facility and the guarantees and collateral
documents relating thereto, or in any agreement relating to any LVSC Aircraft Financing, the New
Senior Secured Notes or to any other Indebtedness permitted to be secured by Liens permitted under
Section 6.2 other than Indebtedness permitted to be incurred pursuant to Section 6.1(e) including
any refinancing thereof permitted hereunder provided that the provisions regarding the
creation or assumption of Liens is not less favorable to the Credit Parties or the Lenders than
those set forth in the documents evidencing the
Indebtedness being refinanced, or (iii) as required by applicable law or any applicable rule
or order of any gaming authority.



6.16. Restrictions Regarding PA Subsidiaries.



(a) Indebtedness. The Credit Parties shall not permit the PA Subsidiaries to,
directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly
or indirectly liable with respect to, any Indebtedness, except (i) Indebtedness in an aggregate
principal amount at any time outstanding not to exceed $50,000,000 on terms reasonably satisfactory
to the Administrative Agent; and (ii) Indebtedness owed to a Credit Party, and guarantees thereof,
under the PA Investment Notes.



(b) Liens. Borrower shall not permit the PA Subsidiaries to, directly or indirectly,
create, incur, assume or permit to exist any Lien securing Indebtedness (other than Indebtedness
permitted pursuant to Section 6.16(a)) on or with respect to any property or asset of any kind
(including any document or instrument in respect of goods or accounts receivable) of the PA
Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file
or permit the filing of, or permit to remain in effect, any financing statement or other similar
notice of any Lien securing Indebtedness with respect to any such property, asset, income or
profits under the Uniform Commercial Code of any state or under any similar recording or notice
statute, except (i) First Priority Liens on any and all assets (other than equity interests) of
such entities securing Indebtedness under the PA Investment Notes, and (ii) Liens securing
Indebtedness permitted by Section 6.16(a) .



(c) Joint Venture Partners. The Credit Parties shall not permit the amendment or
other modification of any Organizational Documents of any PA Subsidiary, or permit the issuance of
equity interests in any PA Subsidiary, if the result thereof would be to decrease the ownership
percentage of Sands Pennsylvania, Inc. in PA Retail to below 50% or in PA Gaming to below the
percentage ownership of Sands Pennsylvania, Inc. as of the Closing Date, other than as permitted by
Section 6.7(q).



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SECTION 7. GUARANTY




7.1. Guaranty of the Obligations. Subject to the provisions of Section 7.2, Guarantors
jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for
the ratable benefit of the Beneficiaries the due and punctual payment in full of all Secured
Obligations when the same shall become due, whether at stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise (including amounts that would become due but for the
operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a))
(collectively, the “Guaranteed Obligations”).



7.2. Contribution by Guarantors. All Guarantors desire to allocate among themselves
(collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations
arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any
date by a Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments
exceeds its Fair Share as of such date, such Funding Guarantor shall be
entitled to a contribution from each of the other Contributing Guarantors (which right shall
not supersede any Beneficiary’s right to remaining unpaid amounts guaranteed by such Contributing
Guarantors) in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to
equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor
as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share
Contribution Amount with respect to such Contributing Guarantor to (ii) the aggregate of the Fair
Share Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the
aggregate amount paid or distributed on or before such date by all Funding Guarantors under this
Guaranty in respect of the obligations Guaranteed. “Fair Share Contribution Amount” means, with
respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount
of the obligations of such Contributing Guarantor under this Guaranty that would not render its
obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance
under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of
state law; provided, solely for purposes of calculating the Fair Share Contribution Amount
with respect to any Contributing Guarantor for purposes of this Section 7.2, each of (A) any assets
or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation,
reimbursement or indemnification or any rights to or obligations of contribution hereunder and
under any guaranty of other Indebtedness which guaranty contains a limitation as to maximum amount
similar to that set forth in this Section 7.2, pursuant to which the liability of such Guarantor
hereunder is included in the liabilities taken into account in determining such maximum amount) and
after giving effect as assets to the value (as determined under the applicable provisions of the
fraudulent transfer or conveyance laws) of any rights to subrogation, reimbursement,
indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the
terms of any agreement (including any such right of contribution under this Section 7.2), and
(B) any liabilities of such Guarantor in respect of intercompany indebtedness to Borrower or other
Affiliates of Borrower to the extent that such indebtedness would be discharged in an amount equal
to the amount paid by such Guarantor hereunder, shall not be considered as assets or liabilities of
such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor
as of any date of determination, an amount equal to (1) the aggregate amount of all payments and
distributions made on or before such date by such Contributing Guarantor in respect of this
Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all
payments received on or before such date by such Contributing Guarantor from the other Contributing
Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder
shall be determined as of the date on which the related payment or distribution is made by the
applicable Funding Guarantor. Each Guarantor is a third party beneficiary to the contribution
agreement set forth in this Section 7.2. In no event shall any Guarantor be required to contribute
more than its Fair Share Contribution Amount toward the payment of Obligations under its Guaranty.



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7.3. Payment by Guarantors. Subject to Section 7.2, Guarantors hereby jointly and severally
agree, in furtherance of the foregoing and not in limitation of any other right which any
Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the
failure of Borrower to pay any of the Guaranteed Obligations when and as the same shall become due,
whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise
(including amounts that would become due but for the operation of the automatic stay under
Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), Guarantors
will upon demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable
benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all
Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed
Obligations (including interest which, but for Borrower’s becoming the subject of a case under the
Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is
allowed against Borrower for such interest in the related bankruptcy case) and all other Guaranteed
Obligations then owed to Beneficiaries as aforesaid.



7.4. Liability of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder
are irrevocable, absolute, independent and unconditional and shall not be affected by any
circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than
payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without
limiting the generality thereof, each Guarantor agrees as follows:



(a) this Guaranty is a guaranty of payment when due and not of collectibility. This Guaranty
is a primary obligation of each Guarantor and not merely a contract of surety;



(b) Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default
notwithstanding the existence of any dispute between Borrower and any Beneficiary with respect to
the existence of such Event of Default;



(c) the obligations of each Guarantor hereunder are independent of the obligations of Borrower
and the obligations of any other guarantor (including any other Guarantor) of the obligations of
Borrower, and a separate action or actions may be brought and prosecuted against such Guarantor
whether or not any action is brought against Borrower or any of such other guarantors and whether
or not Borrower is joined in any such action or actions;



(d) payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in
no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed
Obligations which has not been paid. Without limiting the generality of the foregoing, if
Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant
to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such
Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the
subject of such suit, and such judgment shall not, except to the extent satisfied by such
Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of
the Guaranteed Obligations;



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(e) any Beneficiary, upon such terms as it deems appropriate, without notice or demand and
without affecting the validity or enforceability hereof or giving rise to any reduction,
limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time
to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change
the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise,
release or discharge, or accept or refuse any offer of performance with respect to, or
substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate
the payment of the same to the payment of any other obligations; (iii) request and accept other
guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the
Guaranteed Obligations; (iv) release, surrender, exchange, substitute,
compromise, settle, rescind, waive, alter, subordinate or modify, with or without
consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the
Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with
respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by
or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct
the order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary
may have against any such security, in each case as such Beneficiary in its discretion may
determine consistent herewith or the applicable Hedge Agreement and any applicable security
agreement, including foreclosure on any such security pursuant to one or more judicial or
nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and
even though such action operates to impair or extinguish any right of reimbursement or subrogation
or other right or remedy of any Guarantor against Borrower or any security for the Guaranteed
Obligations; and (vi) exercise any other rights available to it under the Credit Documents or any
Hedge Agreements; and



(f) this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable
and shall not be subject to any reduction, limitation, impairment, discharge or termination for any
reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any
of the following, whether or not any Guarantor shall have had notice or knowledge of any of them:
(i) any failure or omission to assert or enforce or agreement or election not to assert or enforce,
or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or
enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit
Documents or any Hedge Agreements, at law, in equity or otherwise) with respect to the Guaranteed
Obligations or any agreement relating thereto, or with respect to any other guaranty of or security
for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or
modification of, or any consent to departure from, any of the terms or provisions (including
provisions relating to events of default) hereof, any of the other Credit Documents, any of the
Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty
or security for the Guaranteed Obligations, in each case whether or not in accordance with the
terms hereof or such Credit Document, such Hedge Agreement or any agreement relating to such other
guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any
time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of
payments received from any source (other than payments received pursuant to the other Credit
Documents or any of the Hedge Agreements or from the proceeds of any security for the Guaranteed
Obligations, except to the extent such security also serves as collateral for indebtedness other
than the Guaranteed



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Obligations) to the payment of indebtedness other than the Guaranteed
Obligations, even though any Beneficiary might have elected to apply such payment to any part or
all of the Guaranteed Obligations; (v) any Beneficiary’s consent to the change, reorganization or
termination of the corporate structure or existence of Borrower or any of its Subsidiaries and to
any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or
continue perfection of a security interest in any collateral which secures any of the Guaranteed
Obligations; (vii) any defenses, set-offs or counterclaims which Borrower may allege or assert
against any Beneficiary in respect of the Guaranteed Obligations, including failure of
consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and
satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act
or thing, which may or might in any
manner or to any extent vary the risk of any Guarantor as an obligor in respect of the
Guaranteed Obligations.



7.5. Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of Beneficiaries:
(a) any right to require any Beneficiary, as a condition of payment or performance by such
Guarantor, to (i) proceed against Borrower, any other guarantor (including any other Guarantor) of
the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held
from Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort
to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of
Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary
whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any
disability or other defense of Borrower or any other Guarantor including any defense based on or
arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any
agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower
or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations;
(c) any defense based upon any statute or rule of law which provides that the obligation of a
surety must be neither larger in amount nor in other respects more burdensome than that of the
principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration
of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles
or provisions of law, statutory or otherwise, which are or might be in conflict with the terms
hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the
benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the
enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and
(iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or
insure any security interest or lien or any property subject thereto; (f) notices, demands,
presentments, protests, notices of protest, notices of dishonor and notices of any action or
inaction, including acceptance hereof, notices of default hereunder, the Hedge Agreements or any
agreement or instrument related thereto, notices of any renewal, extension or modification of the
Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to
Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to
any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which
limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms
hereof.



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7.6. Guarantors’ Rights of Subrogation, Contribution, etc. Until the Guaranteed Obligations
shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and
all Letters of Credit shall have expired or been cancelled, each Guarantor hereby waives any claim,
right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against
Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the
performance by such Guarantor of its obligations hereunder, in each case whether such claim, right
or remedy arises in equity, under contract, by statute, under common law or otherwise and including
(a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may
hereafter have against Borrower with respect to the Guaranteed Obligations, (b) any right to
enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may
hereafter have against Borrower, and (c) any benefit of, and any right to participate in, any
collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed
Obligations shall have been
indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters
of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of any right
of contribution such Guarantor may have against any other guarantor (including any other Guarantor)
of the Guaranteed Obligations, including any such right of contribution as contemplated by
Section 7.2. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold
the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set
forth herein is found by a court of competent jurisdiction to be void or voidable for any reason,
any rights of subrogation, reimbursement or indemnification such Guarantor may have against
Borrower or against any collateral or security, and any rights of contribution such Guarantor may
have against any such other guarantor, shall be junior and subordinate to any rights any
Beneficiary may have against Borrower, to all right, title and interest any Beneficiary may have in
any such collateral or security, and to any right any Beneficiary may have against such other
guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation,
reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations
shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for
Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative
Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed
Obligations, whether matured or unmatured, in accordance with the terms hereof.



7.7. Subordination of Other Obligations. Any Indebtedness of Borrower or any Guarantor now or
hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of
payment to the Guaranteed Obligations, and any such Indebtedness collected or received by the
Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust
for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to
Administrative Agent for the benefit of Beneficiaries to be credited and applied against the
Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of
the Obligee Guarantor under any other provision hereof.



7.8. Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect
until all of the Guaranteed Obligations (other than contingent indemnification obligations for
which no claim has yet been made) shall have been paid in full and the Revolving Commitments shall
have terminated and all Letters of Credit shall have expired or been cancelled or been cash
collateralized on terms satisfactory to the Issuing Bank. Each Guarantor hereby irrevocably waives
any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed
Obligations.



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7.9. Authority of Guarantors or Borrower. It is not necessary for any Beneficiary to inquire
into the capacity or powers of any Guarantor or Borrower or the officers, directors or any agents
acting or purporting to act on behalf of any of them.



7.10. Financial Condition of Borrower. Any Credit Extension may be made to Borrower or
continued from time to time, and any Hedge Agreements may be entered into from time to time, in
each case without notice to or authorization from any Guarantor regardless of the financial or
other condition of Borrower at the time of any such grant or continuation or at the time such Hedge
Agreement is entered into, as the case may be. No Beneficiary shall have any obligation to
disclose or discuss with any Guarantor its assessment, or any Guarantor’s
assessment, of the financial condition of Borrower. Each Guarantor has adequate means to
obtain information from Borrower on a continuing basis concerning the financial condition of
Borrower and its ability to perform its obligations under the Credit Documents and the Hedge
Agreements, and each Guarantor assumes the responsibility for being and keeping informed of the
financial condition of Borrower and of all circumstances bearing upon the risk of nonpayment of the
Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any
Beneficiary to disclose any matter, fact or thing relating to the business, operations or
conditions of Borrower now known or hereafter known by any Beneficiary.



7.11. Bankruptcy, etc.



(a) So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the
prior written consent of Administrative Agent acting pursuant to the instructions of Requisite
Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or
insolvency case or proceeding of or against Borrower or any other Guarantor. The obligations of
Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or
terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy,
insolvency, receivership, reorganization, liquidation or arrangement of Borrower or any other
Guarantor or by any defense which Borrower or any other Guarantor may have by reason of the order,
decree or decision of any court or administrative body resulting from any such proceeding.



(b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed
Obligations which accrues after the commencement of any case or proceeding referred to in
clause (A) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by
operation of law by reason of the commencement of such case or proceeding, such interest as would
have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been
commenced) shall be included in the Guaranteed Obligations because it is the intention of
Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors
pursuant hereto should be determined without regard to any rule of law or order which may relieve
Borrower of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in
bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person
to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such
interest accruing after the date on which such case or proceeding is commenced.



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(c) In the event that all or any portion of the Guaranteed Obligations are paid by Borrower,
the obligations of Guarantors hereunder shall continue and remain in full force and effect or be
reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded
or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or
otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed
Obligations for all purposes hereunder.



7.12. Discharge of Guaranty Upon Sale of Guarantor. If all of the Equity Interests of any
Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of
(including by merger or consolidation) in accordance with the terms and conditions hereof, the
Guaranty of such Guarantor or such successor in interest, as the case may be,
hereunder shall automatically be discharged and released without any further action by any
Beneficiary or any other Person effective as of the time of such sale or disposition. A Guarantor
designated as an Excluded Subsidiary shall be released and discharged from its Guaranty.



SECTION 8. EVENTS OF DEFAULT




8.1. Events of Default. If any one or more of the following conditions or events shall occur:



(a) Failure to Make Payments When Due. Failure by Borrower to pay (i) when due any
installment of principal of any Loan, whether at stated maturity, by acceleration, by notice of
voluntary prepayment, by mandatory prepayment or otherwise; (ii) when due any amount payable to
Issuing Bank in reimbursement of any drawing under a Letter of Credit; or (iii) any interest on any
Loan or any fee or any other amount due hereunder within five days after the date due; or



(b) Default in Other Agreements. (i) Failure of any Credit Party to pay when due any
principal of or interest on or any other amount payable in respect of one or more items of
Indebtedness (other than Indebtedness referred to in Section 8.1(a)) with an aggregate principal
amount of $75,000,000 or more, in each case, beyond the grace period, if any, provided therefor;
(ii) breach or default by any Credit Party with respect to any other material term of (1) one or
more items of Indebtedness in the aggregate principal amounts referred to in clause (i) above or
(2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of
Indebtedness beyond the grace period, if any, provided therefor, if the effect of such breach or
default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on
behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and
payable (or mandatorily redeemable) prior to its stated maturity or the stated maturity of any
underlying obligation, as the case may be or (iii) any breach or default by any party of the type
referred to in Sections 8.1(b)(i) or (ii) above of (x) the LVSC Notes Documents, (y) the New Senior
Secured Notes Documents (as defined in the Security Agreement) or (z) any documents related to the
LVSC Aircraft Financing that are guaranteed by any Credit Party; or



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(c) Breach of Certain Covenants. Failure of any Credit Party to perform or comply
with any term or condition contained in Section 2.6, Section 5.1(g), 5.2 or Section 6, or the
failure of any Credit Party or LVSC to perform or comply with any term or condition contained in
Section 10.6(j)(i)(w), 10.6(j) (i)(x), 10.6(j)(v), or 10.6(j)(xi); provided that any
failure to comply with Section 6.6(a) shall not constitute an Event of Default with respect to the
Tranche B Term Loans or Extended Tranche B Term Loans, the Delayed Draw I Term Loans or Extended
Delayed Draw I Term Loans, or any Series of New Term Loans until the earlier of (such date, the
“Springing Date”) (i) the date that is 90 days after the date the Compliance Certificate is
delivered which demonstrates such a failure to comply (or, in the event of such failure to comply
and no such Compliance Certificate is delivered by Borrower, the date such Compliance Certificate
is required to be delivered in accordance with Section 5.1(c)) and (ii) the date on which
Administrative Agent, Collateral Agent or the Lenders holding a majority of the Revolving Exposure
exercise any remedies in accordance with this Section 8.1; and provided,
further, that, at any time on or prior to the Springing Date, any Event of Default
under Section 6.6(a) may be waived, amended or otherwise modified from time to time pursuant to
Section 10.5(b)(xii); or



(d) Breach of Representations, etc. Any representation, warranty, certification or
other statement made or deemed made by any Credit Party in any Credit Document or in any statement
or certificate at any time given by any Credit Party or any of its Subsidiaries in writing pursuant
hereto or thereto or in connection herewith or therewith shall be false in any material respect as
of the date made or deemed made; or



(e) Other Defaults Under Credit Documents. Any Credit Party shall default in the
performance of or compliance with any other term contained herein or any of the other Credit
Documents, other than any such term referred to in any other Section of this Section 8.1, and such
default shall not have been remedied or waived within thirty days after the earlier of (i) an
officer of such Credit Party becoming aware of such default or (ii) receipt by Borrower of notice
from Administrative Agent or any Lender of such default; or



(f) Involuntary Bankruptcy; Appointment of Receiver, etc. (i) A court of competent
jurisdiction shall enter a decree or order for relief in respect of Borrower or any other Credit
Party (other than an Immaterial Subsidiary) in an involuntary case under the Bankruptcy Code or
under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which
decree or order is not stayed; or any other similar relief shall be granted under any applicable
federal or state law; or (ii) an involuntary case shall be commenced against Borrower or any other
Credit Party (other than an Immaterial Subsidiary) under the Bankruptcy Code or under any other
applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order
of a court having jurisdiction in the premises for the appointment of a receiver, liquidator,
sequestrator, trustee, custodian or other officer having similar powers over Borrower or any other
Credit Party (other than an Immaterial Subsidiary), or over all or a substantial part of its
property, shall have been entered; or there shall have occurred the involuntary appointment of an
interim receiver, trustee or other custodian of Borrower or any other Credit Party (other than an
Immaterial Subsidiary) for all or a substantial part of its property; or a warrant of attachment,
execution or similar process shall have been issued against any substantial part of the property of
Borrower or any other Credit Party (other than an Immaterial Subsidiary), and any such event
described in this clause (ii) shall continue for sixty days without having been dismissed, bonded
or discharged; or



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(g) Voluntary Bankruptcy; Appointment of Receiver, etc. (i) Borrower or any other
Credit Party (other than an Immaterial Subsidiary) shall have an order for relief entered with
respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other
applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to
the entry of an order for relief in an involuntary case, or to the conversion of an involuntary
case to a voluntary case, under any such law, or shall consent to the appointment of or taking
possession by a receiver, trustee or other custodian for all or a substantial part of its property;
or Borrower or any other Credit Party (other than an Immaterial Subsidiary) shall make any
assignment for the benefit of creditors; or (ii) Borrower or any other Credit Party (other than an
Immaterial Subsidiary) shall be unable, or shall fail generally, or shall admit in writing its
inability, to pay its debts as such debts become due; or the board of directors (or similar
governing body) of Borrower or any other Credit Party (other than an Immaterial Subsidiary)
(or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve
any of the actions referred to herein or in Section 8.1(f); or



(h) Judgments and Attachments. Any money judgment, writ or warrant of attachment or
similar process involving in the aggregate at any time an amount in excess of $75,000,000 (in
either case to the extent not adequately covered by insurance as to which a solvent and
unaffiliated insurance company has acknowledged coverage) shall be entered or filed against
Borrower or any other Credit Party or any of their respective assets and shall remain undischarged,
unvacated, unbonded or unstayed for a period of sixty days (or in any event later than five days
prior to the date of any proposed sale thereunder); or



(i) Dissolution. Any order, judgment or decree shall be entered against any Credit
Party (other than an Immaterial Subsidiary) decreeing the dissolution or split up of such Credit
Party and such order shall remain undischarged or unstayed for a period in excess of 60 days; or



(j) Employee Benefit Plans. (i) There shall occur one or more ERISA Events which
individually or in the aggregate results in or might reasonably be expected to result in liability
of Borrower or any other Credit Party or any of their respective ERISA Affiliates in excess of
$75,000,000 during the term hereof; or (ii) a Lien or security interest under Section 430(k) of the
Internal Revenue Code or under ERISA shall be imposed on the assets of any Credit Party or any of
its ERISA Affiliates which Lien or security interest could reasonably be expected to have a
Material Adverse Effect; or




(k) Change of Control. A Change of Control shall occur; or



(l) Guaranties, Collateral Documents and other Credit Documents. At any time after
the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in
full of all Secured Obligations, shall cease to be in full force and effect (other than in
accordance with its terms) or shall be declared to be null and void by a Governmental Authority of
competent jurisdiction, or any Guarantor shall repudiate its obligations thereunder, (ii) this
Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of
a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full
of the Secured Obligations in accordance with the terms hereof) or shall be declared null and void
by a Governmental Authority of competent jurisdiction or the Collateral Agent shall not have or
shall cease to have a valid and perfected First Priority Lien in the Collateral for any reason
other than the failure of the Collateral Agent or any Secured Party to take any action within its
control, except as otherwise contemplated in any Credit Document, (iii) any Credit Party shall
contest the validity or enforceability of any Credit Document in writing or deny in writing that it
has any further liability, including with respect to future advances by Lenders, under any Credit
Document to which it is a party or shall contest the validity or perfection of any Lien in any
Collateral purported to be covered by the Collateral Documents or (iv) the subordination provisions
in the Permitted Subordinated Indebtedness or in any other instrument required under any provision
of this Agreement to be subordinated to the Secured Obligations shall cease to be enforceable
against the holder thereof; or



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(m) Default Under or Termination of Certain Documents. Any Project Document or Resort
Complex Operating Document shall terminate or be terminated or canceled, prior to its stated
expiration date or any Credit Party shall be in default (after the giving of any applicable notice
and the expiration of any applicable grace period) under any such Project Document or Resort
Complex Operative Document, but only if such default or termination would reasonably be expected to
cause a Material Adverse Effect, either individually or in the aggregate; or



(n) Default Under or Termination of Permits. Borrower or any other Credit Party shall
fail to observe, satisfy or perform, or there shall be a violation or breach of, any of the
material terms, provisions, agreements, covenants or conditions attaching to or under the issuance
to such Person of any material Permit, including the Gaming License issued by the Nevada Gaming
Authority held by Borrower or any such Permit or any material provision thereof shall be terminated
or fail to be in full force and effect or any Governmental Authority shall challenge or seek to
revoke any such Permit, but only if such failure to perform, breach or termination could reasonably
be expected to have a Material Adverse Effect;



(o) Conforming L/C. Except as released as permitted under Section 2.14(f), any
Conforming L/C shall cease to be in full force and effect at any time prior to twenty-four months
from and after the date of its delivery to the Administrative Agent other than following a drawing
in full by the Administrative Agent or, if permitted under the definition of Conforming L/C Draw
Event, the replacement of such Conforming L/C with a cash equity contribution Borrower in the
amount of the Conforming L/C.



THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g),
automatically, and (2) upon the occurrence (and continuance, if applicable) of any other Event of
Default, at the request of (or with the consent of) Requisite Lenders (it being understood that
during any period during which an Event of Default under Section 6.6(a) exists solely with respect
to the Revolving Commitments, Revolving Loans and Delayed Draw II Term Loans, Administrative Agent
may, and at the request of the Lenders holding a majority of the Revolving Exposure and Delayed
Draw II Term Loans, taken as a whole, shall, take any of the actions described below solely as they
relate to the Revolving Commitments, Revolving Loans and Delayed Draw II Term Loans), upon notice
to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having
such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall
immediately terminate; (B) each of the following



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shall immediately become due and payable, in each
case, without presentment, demand, protest or other requirements of any kind, all of which are
hereby expressly waived by each Credit Party: (i) the unpaid principal amount of and accrued
interest on the Loans, (ii) an amount equal to the maximum amount that may at any time be drawn
under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such
Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or
other documents or certificates required to draw under such Letters of Credit), and (iii) all other
Secured Obligations; provided, the foregoing shall not affect in any way the obligations of
Lenders under Section 2.3(b)(v) or Section 2.4(e); (C) Administrative Agent may cause Collateral
Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents;
and (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt
of such notice, or without notice upon the occurrence of any Event of Default specified in
Sections 8.1(f) and (g) to pay) to Administrative Agent such additional amounts of cash as
reasonable requested by Issuing Bank, to be held as security for Borrower’s reimbursement
Obligations in respect of Letters of Credit then outstanding.



Any amounts in respect of obligations described in clause (A) of Issuing Bank to issue any Letter
of Credit, when received by the Administrative Agent, shall be held by the Administrative Agent
pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent.
Notwithstanding anything contained in the preceding paragraph, if at any time within 60 days after
an acceleration of the Loans pursuant to clause 2 of such paragraph, Borrower shall pay all arrears
of interest and all payments on account of principal which shall have become due otherwise than as
a result of such acceleration (with interest on principal and, to the extent permitted by law, on
overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential
Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in
each case, which is due and payable solely by virtue of acceleration) shall be remedied or waived
pursuant to Section 10.5, then Requisite Lenders, by written notice to Borrower, may at their
option rescind and annul such acceleration and its consequences; but such action shall not affect
any subsequent Event of Default or Potential Event of Default or impair any right consequent
thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which
may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to
benefit Borrower, and such provisions shall not at any time be construed so as to grant Borrower
the right to require Lenders to rescind or annul any acceleration hereunder or to preclude
Administrative Agent or Lenders from exercising any of the rights or remedies available to them
under any of the Credit Documents, even if the conditions set forth in this paragraph are met.



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SECTION 9. AGENTS




9.1. Appointment of Agents. GSCP, Lehman Brothers and Citi are each hereby appointed
Syndication Agents hereunder, and each Lender hereby authorizes each of GSCP, Lehman Brothers and
Citi to act as Syndication Agents in accordance with the terms hereof and the other Credit
Documents. Scotia Capital is hereby appointed Administrative Agent and Collateral Agent hereunder
and under the other Credit Documents and each Lender hereby authorizes Scotia Capital to act as
Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit
Documents. Credit Suisse, Barclays and JPM are hereby appointed Documentation Agents hereunder,
and each Lender hereby authorizes Credit Suisse, Barclays and JPM to act as Documentation Agents in
accordance with the terms hereof and the other Credit Documents. GSCP, Lehman Brothers and Citi are
each hereby appointed Arrangers hereunder, and each Lender hereby authorizes each of GSCP, Lehman
Brothers and Citi to act as Arrangers in accordance with the terms hereof and the other Credit
Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions
contained herein and the other Credit Documents, as applicable. The provisions of this Section 9
are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a
third party beneficiary of any of the provisions thereof. In performing its functions and duties
hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be
deemed to have assumed any obligation towards or relationship of agency or trust with or for
Borrower or any of its
Subsidiaries. Each of Syndication Agents and Documentation Agents, without consent of or
notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of
its Affiliates. As of the Restatement Date, none of GSCP, Lehman Brothers, Barclays, Citi, Credit
Suisse or JPM in their capacities as Agents, shall have any obligations but shall be entitled to
all benefits of this Section 9.



9.2. Powers and Duties. Each Lender irrevocably authorizes each Agent to take such action on
such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other
Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and
thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each
Agent shall have only those duties and responsibilities that are expressly specified herein and the
other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such
duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the
other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or
any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as
to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents
except as expressly set forth herein or therein. Administrative Agent hereby agrees that it shall
(i) furnish to each Arranger, upon request, a copy of the Register, and (ii) cooperate with each
Arranger in granting access to any Lenders (or potential lenders) who any Arranger identifies to
the Platform.



9.3. General Immunity.



(a) No Responsibility for Certain Matters. No Agent shall be responsible to any
Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or
sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or
statements made herein or therein or made in any written or oral statements or in any financial or
other statements, instruments, reports or certificates or any other documents furnished or made by
any Agent to Lenders or by or on behalf of any Credit Party, any Lender or any person providing the
Settlement Service to any Agent or any Lender in connection with the Credit Documents and the
transactions contemplated thereby or for the financial condition or business affairs of any Credit
Party or any other Person liable for the payment of any Secured Obligations, nor shall any Agent be
required to ascertain or inquire as to the performance or observance of any of the terms,
conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to
the use of the proceeds of the Loans or as to the existence or possible existence of any Event of
Default or Potential Event of Default or to make any disclosures with respect to the foregoing.
Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any
liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit
Usage or the component amounts thereof.



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(b) Exculpatory Provisions. No Agent nor any of its officers, partners, directors,
employees or agents shall be liable to Lenders for any action taken or omitted by any Agent under
or in connection with any of the Credit Documents except to the extent caused by such Agent’s gross
negligence or willful misconduct. Each Agent shall be entitled to refrain from any act or the
taking of any action (including the failure to take an action) in connection herewith or any of the
other Credit Documents or from the exercise of any power, discretion or authority vested in it
hereunder or thereunder unless and until such Agent shall have received instructions
in respect thereof from Requisite Lenders (or such other Lenders as may be required to give
such instructions under Section 10.5) and, upon receipt of such instructions from Requisite Lenders
(or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so
instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance
with such instructions. Without prejudice to the generality of the foregoing, (i) each Agent shall
be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or
document believed by it to be genuine and correct and to have been signed or sent by the proper
Person or Persons, including any Settlement Confirmation or other communication issues by any
Settlement Service, and shall be entitled to rely and shall be protected in relying on opinions and
judgments of attorneys (who may be attorneys for Borrower and/or other Credit Parties),
accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have
any right of action whatsoever against any Agent as a result of such Agent acting or (where so
instructed) refraining from acting hereunder or any of the other Credit Documents in accordance
with the instructions of Requisite Lenders (or such other Lenders as may be required to give such
instructions under Section 10.5).



(c) Delegation of Duties. Administrative Agent may perform any and all of its duties
and exercise its rights and powers under this Agreement or under any other Credit Document by or
through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any
such sub-agent may perform any and all of its duties and exercise its rights and powers by or
through their respective Affiliates. The exculpatory, indemnification and other provisions of this
Section 9.3 and of Section 9.6 shall apply to any the Affiliates of Administrative Agent and shall
apply to their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Administrative Agent. All of the rights, benefits,
and privileges (including the exculpatory and indemnification provisions) of this Section 9.3 and
of Section 9.6 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and
shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were
named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent
appointed by Administrative Agent, (i) such sub-agent shall be a third party beneficiary under this
Agreement with respect to all such rights, benefits and privileges (including exculpatory rights
and rights to indemnification) and shall have all of the rights and benefits of a third party
beneficiary, including an independent right of action to enforce such rights, benefits and
privileges (including exculpatory rights and rights to indemnification) directly, without the
consent or joinder of any other Person, against any or all of the Credit Parties and the Lenders,
(ii) such rights, benefits and privileges (including exculpatory rights and rights to
indemnification) shall not be modified or amended without the consent of such sub-agent, and
(iii) such sub-agent shall only have obligations to Administrative Agent and not to any Credit
Party, Lender or any other Person and no Credit Party, Lender or any other Person shall have any
rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent.



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9.4. Agents Entitled to Act as Lender. The agency hereby created shall in no way impair or
affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its
individual capacity as a Lender hereunder. With respect to its participation in the Loans and the
Letters of Credit, each Agent shall have the same rights and powers hereunder as any other Lender
and may exercise the same as if it were not performing the duties and functions delegated to it
hereunder, and the term “Lender” shall, unless the context clearly otherwise
indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may
accept deposits from, lend money to, own securities of, and generally engage in any kind of
banking, trust, financial advisory or other business with Borrower or any of its Affiliates as if
it were not performing the duties specified herein, and may accept fees and other consideration
from Borrower for services in connection herewith and otherwise without having to account for the
same to Lenders.



9.5. Lenders’ Representations, Warranties and Acknowledgment.



(a) Each Lender represents and warrants that it has made its own independent investigation of
the financial condition and affairs of Borrower and the Restricted Subsidiaries in connection with
Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of
the creditworthiness of Borrower and the Restricted Subsidiaries. No Agent shall have any duty or
responsibility, either initially or on a continuing basis, to make any such investigation or any
such appraisal on behalf of Lenders or to provide any Lender with any credit or other information
with respect thereto, whether coming into its possession before the making of the Loans or at any
time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy
of or the completeness of any information provided to Lenders.



(b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement
and funding its Term Loan and/or Revolving Loans on the Closing Date or by the funding of any New
Term Loans, New Revolving Loans or Delayed Draw Term Loans, as the case may be, shall be deemed to
have acknowledged receipt of, and consented to and approved, each Credit Document and each other
document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the
Closing Date as of the date of funding of such New Loans or Delayed Draw Term Loans.



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9.6. Right to Indemnity. Each Lender, in proportion to its Pro Rata Share at the time any
claim therefor is made, severally agrees to indemnify each Agent, to the extent that such Agent
shall not have been reimbursed by any Credit Party (but without limiting any Credit Party’s
reimbursement obligations), for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or
disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted
against such Agent in exercising its powers, rights and remedies or performing its duties hereunder
or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating
to or arising out of this Agreement or the other Credit Documents; provided, no Lender
shall be liable for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross
negligence or willful misconduct. If any indemnity furnished to any Agent for any purpose shall,
in the opinion of such Agent, be insufficient or become impaired, such Agent may call for
additional indemnity and cease, or not commence, to do the acts indemnified against until such
additional indemnity is furnished; provided, in no event shall this sentence require any
Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action,
judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof;
and provided, further, this sentence shall not be deemed to require any Lender to
indemnify any Agent against any liability, obligation, loss, damage,
penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the
immediately preceding sentence.



9.7. Successor Administrative Agent, Collateral Agent and Swing Line Lender. Administrative
Agent may resign at any time by giving thirty days’ prior written notice thereof to Lenders and
Borrower, and Administrative Agent may be removed at any time with or without cause by an
instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and
signed by Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite
Lenders, with reasonable consent of Borrower, shall have the right, upon five Business Days’ notice
to Borrower, to appoint a successor Administrative Agent. Upon the acceptance of any appointment
as Administrative Agent hereunder by a successor Administrative Agent, that successor
Administrative Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring or removed Administrative Agent and the retiring or removed
Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums,
Securities and other items of Collateral held under the Collateral Documents, together with all
records and other documents necessary or appropriate in connection with the performance of the
duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and
deliver to such successor Administrative Agent such amendments to financing statements, and take
such other actions, as may be necessary or appropriate in connection with the assignment to such
successor Administrative Agent of the security interests created under the Collateral Documents,
whereupon such retiring or removed Administrative Agent shall be discharged from its duties and
obligations hereunder. Except as provided in the immediately preceding sentence, any resignation
or removal of Scotia Capital or its successor as Administrative Agent pursuant to this
Section shall also constitute the resignation or removal of Scotia Capital or its successor as
Collateral Agent. After any retiring or removed Administrative Agent’s resignation or removal
hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Any
successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of
such appointment, become the successor Collateral Agent for all purposes hereunder. If Scotia
Capital or its successor as Administrative Agent pursuant to this Section has resigned as
Administrative Agent but retained its role as Collateral Agent and no successor Collateral Agent
has become the Collateral Agent pursuant to the immediately preceding sentence, Scotia Capital or
its successor may resign as Collateral Agent upon notice to Borrower and the Requisite Lenders at
any time. Any resignation or removal of Scotia Capital or its successor as Administrative Agent
pursuant to this Section shall also constitute the resignation or removal of Scotia Capital or its
successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this
Section shall, upon its acceptance of such appointment, become the successor Swing Line Lender for
all purposes hereunder. In such event (a) Borrower shall prepay any outstanding Swing Line Loans
made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon
such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender
any Swing Line Note held by it to Borrower for cancellation, and (c) Borrower shall issue, if so
requested by successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to
the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line
Loan Sublimit then in effect and with other appropriate insertions.



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9.8. Collateral Documents and Guaranty.



(a) Agents under Collateral Documents and Guaranty. Each Secured Party hereby further
authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the
benefit of Secured Parties, to be the agent for and representative of the Secured Parties with
respect to the Guaranty, the Collateral and the Collateral Documents; provided that neither
Administrative Agent nor Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of
care, duty of disclosure or any other obligation whatsoever to any holder of Secured Obligations
with respect to any Rate Protection Agreement or Secured Cash Management Services Obligations.
Subject to Section 10.5, without further written consent or authorization from any Secured Party,
Administrative Agent or Collateral Agent, as applicable, may execute any documents or instruments
necessary or reasonably requested by Borrower to (i) in connection with a sale or disposition of
assets permitted by this Agreement (but subject to Section 9.8(d) in the case of units comprising a
portion of the Palazzo Condo Tower), release any Lien encumbering any item of Collateral that is
the subject of such sale or other disposition of assets or to which Requisite Lenders (or such
other Lenders as may be required to give such consent under Section 10.5) have otherwise consented,
(ii) release any Lien encumbering any item of Collateral in connection with the incurrence of
Indebtedness secured by a Lien on such Collateral permitted under Section 6.2(n) or (y),
(iii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which
Requisite Lenders (or such other Lenders as may be required to give such consent under
Section 10.5) have otherwise consented, or (iv) subordinate the Liens of the Collateral Documents
to Liens permitted under Section 6.2(w) and the documents creating such Liens and to implement
and/or create customary arrangements and agreements in connection with residential condominium (or
“condo-hotel” or “timeshare”) units and associations otherwise permitted hereunder. In connection
with any disposition or release of any Collateral pursuant to the terms of any Credit Document, at
Borrower’s request and expense, the Administrative Agent or Collateral Agent, as applicable, shall
(without recourse and without any representation or warranty) execute and deliver or cause to be
executed and delivered to Borrower such documents (including UCC-3 termination statements) as
Borrower may reasonably request to evidence or effect such release.



(b) Right to Realize on Collateral and Enforce Guaranty. Anything contained in any of
the Credit Documents to the contrary notwithstanding, Borrower, Administrative Agent, Collateral
Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right
individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood
and agreed that all powers, rights and remedies hereunder may be exercised solely by Administrative
Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights
and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and
(ii) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a
public or private sale or other disposition, Collateral Agent or any Lender may be the purchaser or
licensor of any or all of such Collateral at any such sale or other disposition and Collateral
Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or
their respective individual capacities unless Requisite Lenders shall otherwise agree in writing)
shall be entitled, for the purpose of bidding and making settlement or payment of the purchase
price for all or any portion of the Collateral sold at any such public sale, to use and apply any
of the Secured Obligations as a credit on account of the purchase price for any collateral payable
by Collateral Agent at such sale or other disposition.



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(c) Rights under Hedge Agreements. No Hedge Agreement will create (or be deemed to
create) in favor of any Lender Counterparty that is a party thereto any rights in connection with
the management or release of any Collateral or of the obligations of any Guarantor under the Credit
Documents except as expressly provided in Section 10.5(c)(v) of this Agreement and Section 8 of the
Security Agreement.



(d) Releases of Units in Palazzo Condo Tower. If residential condominium,
“residential hotel” or “time share” units are developed in the Palazzo Condo Tower, the release by
the Collateral Agent of any Lien in favor of the Secured Parties encumbering any unit in the
Palazzo Condo Tower shall be subject to the following additional terms, provisions and conditions:




(i) the Declaration of Covenants, Conditions, and Restrictions relating to the Palazzo
Condo Tower shall have been filed in the Official Records of Clark County, Nevada;




(ii) a request for such release shall have been made in writing not less than ten (10)
Business Days prior to the date the partial release is requested to be effective and shall
be accompanied by a legal description for each Unit to be released, and a schedule
containing a list of those Units previously released by Collateral Agent and those Units
remaining encumbered by the Deed of Trust;




(iii) such release shall not affect or impair the Lien of the Deed of Trust and
Collateral Agent’s Lien and security interests created by the other Credit Documents as to
Units and other property encumbered by the Deed of Trust and the other Credit Documents not
theretofore released, and said Liens and security interests shall continue in full force and
effect as to the unreleased Units and such other property; and




(iv) Borrower shall promptly after any release submit to Collateral Agent or its
counsel a photocopy of the final signed closing statement with respect to the sale of such
unit.



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9.9. Withholding Taxes. To the extent required by any applicable law, the Administrative
Agent may withhold from any payment to any Lender an amount equivalent to any applicable
withholding tax. If the Internal Revenue Service or any other Governmental Authority asserts a
claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the
account of any Lender because the appropriate form was not delivered or was not properly executed
or because such Lender failed to notify the Administrative Agent of a change in circumstance which
rendered the exemption from, or reduction of, withholding tax ineffective or for any other reason,
such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or
indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest
and together with all expenses (including legal expenses, allocated internal costs and
out-of-pocket expenses) incurred.



9.10. Intercreditor Agreements.



(a) Each Lender hereby further authorizes the Administrative Agent and the Collateral Agent,
on behalf of and for the benefit of Lenders (and the other Secured Parties), to
enter into the First Lien Intercreditor Agreement and any other intercreditor agreements with
any holders of any secured Indebtedness permitted to be incurred under Sections 6.1(d) or (r) or,
at the request of Borrower, Sections 6.1(f) or (j), or otherwise consented to by the Lenders in
accordance with Section 10.5, and to amend the Collateral Documents as contemplated by Section
5.18, and each Lender agrees to be bound by the terms of each such agreement.



SECTION 10. MISCELLANEOUS



10.1. Notices.



(a) Notices Generally. Any notice or other communication herein required or permitted
to be given to a Credit Party, Syndication Agents, Collateral Agent, Administrative Agent, Swing
Line Lender, Issuing Bank or Documentation Agents, shall be sent to such Person’s address as set
forth on Appendix B or in the other relevant Credit Document, and in the case of any
Lender, the address as indicated on Appendix B or otherwise indicated to Administrative
Agent in writing. Except as otherwise set forth in paragraph (b) below, each notice hereunder
shall be in writing and may be personally served, telexed or sent by telefacsimile or United States
mail or courier service and shall be deemed to have been given when delivered in person or by
courier service and signed for against receipt thereof, upon receipt of telefacsimile or telex, or
three Business Days after depositing it in the United States mail with postage prepaid and properly
addressed; provided, no notice to any Agent shall be effective until received by such
Agent; provided further, any such notice or other communication shall at the
request of Administrative Agent be provided to any sub-agent appointed pursuant to
Section 9.3(c) hereto as designated by Administrative Agent from time to time.



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(b) Electronic Communications.




(i) Notices and other communications to the Lenders and the Issuing Bank hereunder may
be delivered or furnished by electronic communication (including e-mail and Internet or
intranet websites, including the Platform) pursuant to procedures approved by Administrative
Agent, provided that the foregoing shall not apply to notices to any Lender or the
Issuing Bank pursuant to Section 2 if such Lender or the Issuing Bank, as applicable, has
notified Administrative Agent that it is incapable of receiving notices under such Section
by electronic communication. Administrative Agent or Borrower may, in its discretion, agree
to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it, provided that approval of such procedures may
be limited to particular notices or communications. Unless Administrative Agent otherwise
prescribes, (i) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended recipient (such
as by the “return receipt requested” function, as available, return e-mail or other written
acknowledgement), provided that if such notice or other communication is not sent
during the normal business hours of the recipient, such notice or communication shall be
deemed to have been sent at the opening of business on the next Business Day for the
recipient, and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed
receipt by the intended recipient at its e-mail address as described in the foregoing
clause (i) of notification that such notice or communication is available and identifying
the website address therefor.




(ii) Each of the Credit Parties understands that the distribution of material through
an electronic medium is not necessarily secure and that there are confidentiality and other
risks associated with such distribution and agrees and assumes the risks associated with
such electronic distribution, except to the extent caused by the willful misconduct or gross
negligence of Administrative Agent.




(iii) The Platform and any Approved Electronic Communications are provided “as is” and
“as available”. None of the Agents or any of their respective officers, directors,
employees, agents, advisors or representatives (the “Agent Affiliates”) warrant the
accuracy, adequacy, or completeness of the Approved Electronic Communications or the
Platform and each expressly disclaims liability for errors or omissions in the Platform and
the approved electronic communications. No warranty of any kind, express, implied or
statutory, including any warranty of merchantability, fitness for a particular purpose,
non-infringement of third party rights or freedom from viruses or other code defects is made
by the Agent Affiliates in connection with the Platform or the approved electronic
communications.




(iv) Each of the Credit Parties, the Lenders, the Issuing Banks and the Agents agree
that Administrative Agent may, but shall not be obligated to, store any Approved Electronic
Communications on the Platform in accordance with Administrative Agent’s customary document
retention procedures and policies.



10.2. Expenses. Whether or not the transactions contemplated hereby shall be consummated,
Borrower agrees to pay promptly (a) all the documented actual and reasonable costs and expenses of
preparation of the Credit Documents and any consents, amendments, waivers or other modifications
thereto; (b) all the documented, actual and reasonable costs of furnishing all opinions by counsel
for Borrower and the other Credit Parties; (c) the documented, actual and reasonable fees, expenses
and disbursements of counsel to Agents in connection with the negotiation, preparation, execution
and administration of the Credit Documents and any consents, amendments, waivers or other
modifications thereto and any other documents or matters requested by Borrower (with respect to the
negotiation, preparation and execution of the Amendment Agreement, subject to Section 16 of the
Amendment



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Agreement);
(d) all the documented actual costs and reasonable expenses of creating,
perfecting and recording Liens in favor of Collateral Agent, for the benefit of the Secured
Parties, including filing and recording fees, expenses and taxes, stamp or documentary taxes,
search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to
each Agent and of counsel providing any opinions that any Agent or Requisite Lenders may reasonably
request in respect of the Collateral or the Liens created pursuant to the Collateral Documents;
(e) all the documented actual costs and reasonable fees, expenses and disbursements of any
auditors, accountants, consultants or appraisers; (f) all the documented actual costs and
reasonable expenses (including the reasonable fees, expenses and disbursements of any appraisers,
consultants, advisors and agents employed or retained by Collateral Agent and its counsel) in
connection with the custody or preservation of any of the Collateral; (g) all other documented
actual and reasonable costs and
expenses incurred by each Agent and the Auction Manager in connection with the syndication of
the Loans and Commitments and the negotiation, preparation and execution of the Credit Documents
and any consents, amendments, waivers or other modifications thereto and the transactions
contemplated thereby; and (h) after the occurrence of a Default or an Event of Default, all
documented costs and documented expenses, including reasonable attorneys’ fees and costs of
settlement, incurred by any Agent and Lenders in enforcing any Secured Obligations of or in
collecting any payments due from any Credit Party hereunder or under the other Credit Documents by
reason of such Default or Event of Default (including in connection with the sale, lease or license
of, collection from, or other realization upon any of the Collateral or the enforcement of the
Guaranty) or in connection with any refinancing or restructuring of the credit arrangements
provided hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases
or proceedings.



10.3. Indemnity.



(a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the
transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject
to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Agent and Lender and
the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and
Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all
Indemnified Liabilities; provided, no Credit Party shall have any obligation to any
Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified
Liabilities arise from the gross negligence or willful misconduct of that Indemnitee as determined
in a final non-appealable judgment of a court of competent jurisdiction. To the extent that the
undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be
unenforceable in whole or in part because they are violative of any law or public policy, the
applicable Credit Party shall contribute the maximum portion that it is permitted to pay and
satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities
incurred by Indemnitees or any of them.



(b) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit
Party hereby waives, any claim against each Lender, each Agent and their respective Affiliates,
directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or
not the claim therefor is based on contract, tort or duty imposed by any applicable legal
requirement) arising out of, in connection with, arising out of, as a result of, or in any way
related to, this Agreement or any Credit Document or any agreement or instrument contemplated
hereby or thereby or referred to herein or therein, the transactions contemplated hereby or
thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in
connection therewith, and Borrower hereby waive, release and agree not to sue upon any such claim
or any such damages, whether or not accrued and whether or not known or suspected to exist in its
favor.



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10.4. Set-Off. In addition to any rights now or hereafter granted under applicable law and
not by way of limitation of any such rights, upon the occurrence of any Event of Default each
Lender is hereby authorized by each Credit Party at any time or from time to time subject to the
consent of Administrative Agent (such consent not to be unreasonably withheld or delayed),
without notice to any Credit Party or to any other Person (other than Administrative Agent),
any such notice being hereby expressly waived, to set off and to appropriate and to apply any and
all deposits (general or special, including Indebtedness evidenced by certificates of deposit,
whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any
time held or owing by such Lender to or for the credit or the account of any Credit Party against
and on account of the obligations and liabilities of any Credit Party to such Lender hereunder, the
Letters of Credit and participations therein and under the other Credit Documents, including all
claims of any nature or description arising out of or connected hereto, the Letters of Credit and
participations therein or with any other Credit Document, irrespective of whether or not (A) such
Lender shall have made any demand hereunder or (B) the principal of or the interest on the Loans or
any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have
become due and payable pursuant to Section 2 and although such obligations and liabilities, or any
of them, may be contingent or unmatured.



10.5. Amendments and Waivers.



(a) Requisite Lenders’ Consent. Subject to the additional requirements of
Sections 10.5(b) and 10.5(c), no amendment, modification, termination or waiver of any provision of
the Credit Documents, or consent to any departure by any Credit Party therefrom, shall in any event
be effective without the written concurrence of the Requisite Lenders; provided that Administrative
Agent may, with the consent of Borrower only, amend, modify or supplement this Agreement or any of
the other Credit Documents to cure any ambiguity, omission, mutual mistake among all parties
hereto, defect or inconsistency, so long as such amendment, modification or supplement either
(x) does not adversely affect the rights of any Lender or Issuing Bank, or (y) reflects the intent
of all parties to the applicable Credit Document at the time of its execution.



(b) Affected Lenders’ Consent. Without the written consent of each Lender (other than
a Defaulting Lender) that would be affected thereby, no amendment, modification, termination, or
consent shall be effective if the effect thereof would:




(i) extend the scheduled final maturity of any Loan or Note;




(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);




(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving
Commitment Termination Date;




(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in
the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium
payable hereunder;



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(v) extend the time for payment of any such interest or fees;




(vi) reduce or forgive the principal amount of any Loan or any reimbursement obligation
in respect of any Letter of Credit;




(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(ii), this
Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly
provides that the consent of all Lenders is required;




(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share” or amend
Section 2.16(c), 2.17, or 10.5(a) in a manner intended to effect such a change;
provided, with the consent of Requisite Lenders, additional extensions of credit
pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata
Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the
Revolving Commitments and the Revolving Loans are included on the Closing Date;




(ix) release all or substantially all of the Collateral, or release Guarantors
comprising a material portion of the aggregate value of the Guarantees from the Guaranty,
except as expressly provided in the Credit Documents;




(x) consent to the assignment or transfer by any Credit Party of any of its rights and
obligations under any Credit Document; or




(xi) amend, waive or otherwise modify any of the terms and provisions (and related
definitions) of Section 6.6(a) or any of the terms and provisions of the proviso set forth
in Section 8.1(c) without the written consent of the Lenders holding a majority of the
Revolving Exposure and Delayed Draw II Term Loans, taken as a whole, and, notwithstanding
anything else in this Agreement to the contrary, any such amendment, waiver or other
modification shall be effective for all purposes of this Agreement with the written consent
of only the Lenders holding a majority of the Revolving Exposure and Delayed Draw II Term
Loans, taken as a whole (or Administrative Agent with the prior written consent thereof), on
the one hand, and Borrower, on the other hand.



(c) Other Consents. No amendment, modification, termination or waiver of any
provision of the Credit Documents, or consent to any departure by any Credit Party therefrom,
shall:




(i) increase any Revolving Commitment of any Lender over the amount thereof then in
effect without the consent of such Lender; provided, no amendment, modification or
waiver of any condition precedent, covenant, Default or Event of Default shall constitute an
increase in any Revolving Commitment of any Lender;




(ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line
Sublimit or the Swing Line Loans without the consent of Swing Line Lender;



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(iii) alter the required application of any repayments or prepayments as between
Classes pursuant to Section 2.15 without the consent of Lenders holding more than 50% of the
aggregate Tranche B Term Loans of all Lenders, Delayed Draw I Term Loans of all Lenders,
Delayed Draw II Term Loans of all Lenders, Revolving Exposure of all Lenders or New Term
Loan Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser
repayment or prepayment as a result thereof; provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the
application, as between Classes, of any portion of such prepayment which is still required
to be made is not altered;




(iv) amend, modify, terminate or waive any obligation of Revolving Lenders relating to
the purchase of participations in Letters of Credit as provided in Section 2.4(e) without
the written consent of Administrative Agent and of Issuing Bank;




(v) amend, modify or waive this Agreement or the Security Agreement so as to alter the
ratable treatment of Obligations arising under the Credit Documents and Secured Obligations
arising under Hedge Agreements or the definition of “Lender Counterparty,” “Hedge
Agreement,” “Obligations,” or “Secured Obligations” in each case in a manner adverse to any
Lender Counterparty with Secured Obligations then outstanding and that treats such Lender
Counterparty differently than the Lenders without the written consent of any such Lender
Counterparty; or




(vi) amend, modify, terminate or waive any provision of Section 9 as the same applies
to any Agent, or any other provision hereof as the same applies to the rights or obligations
of any Agent, in each case without the consent of such Agent.



(d) Execution of Amendments, etc. Administrative Agent may, but shall have no
obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or
consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it was given. No notice to or demand on any Credit
Party in any case shall entitle any Credit Party to any other or further notice or demand in
similar or other circumstances. Any amendment, modification, termination, waiver or consent
effected in accordance with this Section 10.5 shall be binding upon each Lender at the time
outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.



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10.6. Successors and Assigns; Participations.



(a) Generally. This Agreement shall be binding upon the parties hereto and their
respective successors and assigns and shall inure to the benefit of the parties hereto and the
successors and assigns of Lenders. No Credit Party’s rights or obligations hereunder nor any
interest therein may be assigned or delegated by any Credit Party without the prior written consent
of all Lenders. Nothing in this Agreement, expressed or implied, shall be construed to confer upon
any Person (other than the parties hereto, their respective successors and assigns permitted hereby
and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and Lenders) any
legal or equitable right, remedy or claim under or by reason of this Agreement. Subject to
Section 10.6(b) and Section 10.6(c), each Lender shall have the right at any time to (i) sell,
assign or transfer to any Eligible Assignee, or (ii) sell participations to any Eligible Assignee
or any other Person (and in the case of any other Person, with the approval of Borrower) in all or
any part of its Commitments or any Loan or Loans made by it or its Letters of Credit or
participations therein or any other interest herein or in any other Obligations owed to it;
provided that no such sale, assignment, transfer or participation shall, without the
consent of Borrower, require Borrower to file a registration statement with the Securities and
Exchange Commission or apply to qualify such sale, assignment, transfer or participation under the
securities laws of any state; provided, further that no such sale, assignment
or transfer described in clause (i) above shall be effective unless and until an Assignment
Agreement or Settlement Confirmation effecting such sale, assignment or transfer shall have been
accepted by Administrative Agent and recorded in the Register as provided in Section 10.6(b) and
provided, further that no such sale, assignment, transfer or participation of any
Letter of Credit or any participation therein may be made separately from a sale, assignment,
transfer or participation of a corresponding interest in the Commitment and the Loans of the Lender
effecting such sale, assignment, transfer or participation. Except as otherwise provided in this
Section 10.6, no Lender shall, as between Borrower and such Lender, be relieved of any of its
obligations hereunder as a result of any sale, assignment or transfer of, or any granting of
participations in, all or any part of its Commitments or the Loans, the Letters of Credit or
participations therein, or the other Obligations owed to such Lender.



(b) Register. Upon its receipt of (x) an Assignment Agreement executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee, or (y) if
applicable, a Settlement Confirmation representing that the assignee is an Eligible Assignee,
together with the processing and recordation fee referred to in Section 10.6(c) if applicable, and
any forms, certificates or other evidence with respect to United States federal income tax
withholding matters that such assignee may be required to deliver to the Administrative Agent
pursuant to Section 2.20(a), Administrative Agent shall, if Administrative Agent has consented to
the assignment evidenced thereby (to the extent such consent is required pursuant to
Section 10.6(c), (A) accept such Assignment Agreement or, if applicable, Settlement Confirmation by
executing a counterpart thereof as provided therein (which acceptance shall evidence any required
consent of Administrative Agent to such assignment), (b) record the information contained therein
in the Register (on the same Business Day as it is received if received by 12:00 noon and on the
following Business Day if received after such time) and (c) give prompt notice thereof to Borrower.
Administrative Agent shall maintain a copy of each Assignment Agreement and, if applicable,
Settlement Confirmation delivered to and accepted by it as provided in this Section 10.6(b). The
date of such execution of a counterpart or recordation of a transfer shall be referred to herein as
the “Assignment Effective Date.”



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(c) Right to Assign. Each Commitment, Loan, Letter of Credit or participation therein,
or other Obligation may in whole or in part (i) be assigned, in any amount to another Lender, or to
an Affiliate of the assigning Lender or another Lender or Related Fund, or may be pledged by a
Lender in support of its obligations to such pledgee (without releasing the pledging Lender from
any of its obligations hereunder); provided that the provisions of this clause (i) shall
not apply to LVSC to the extent LVSC becomes a “Lender” as a result of the provisions of
Section 10.6(j), (ii) subject to clause (iii) below, be assigned in an aggregate amount of not less
than $1,000,000 (or such lesser amount (A) if contemporaneous assignments approved by
Administrative Agent in its sole discretion aggregating not less than $1,000,000 are being made by
one or more Eligible Assignees (other than LVSC) which are Affiliates or Related Funds or (B) as
shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and
participations therein, and other obligations of the assigning Lender) to any Eligible Assignee, in
each case, with the giving of notice to Borrower and Administrative Agent or (iii) with respect to
assignments of Term Loans to LVSC pursuant to and in accordance with the terms and conditions of
Section 10.6(j), be assigned in an aggregate amount of not less than the amount specified in
Section 10.6(j)(ii) with the giving of prompt notice to Administrative Agent;
provided that if any assignment permitted by this clause (c) relates to Revolving
Loans or Revolving Loan Commitments, the assignee shall represent that it has the financial
resources to fulfill its commitments hereunder and such assignment is consented to by
Administrative Agent (in its sole discretion, not to be unreasonably withheld or delayed), and at
any time other than when an Event of Default has occurred and is continuing, such assignee shall be
acceptable to Borrower, such consent not to be unreasonably withheld or delayed. To the extent of
any such assignment in accordance with clause (i), (ii) or (iii) above, the assigning Lender shall
be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or
participations therein, or other Obligations or the portion thereof so assigned. The assignor or
assignee to each such assignment shall execute and deliver to Administrative Agent, for its
acceptance and recording in the Register, an Assignment Agreement, together with a processing and
recordation fee of $2,000 in respect of assignments other than assignments to or from any Arranger
and other than assignments pursuant to an Auction Assignment Agreement (it being understood only
one such fee shall be payable in the case of concurrent assignments by a Lender to one or more
Affiliates or Related Funds), and in each case such forms, certificates or other evidence, if any,
with respect to United States federal income tax withholding matters as the assignee under such
Assignment Agreement may be required to deliver to the Administrative Agent pursuant to
Section 2.20(c); provided, however, in the event that Administrative Agent, in its
sole discretion, determines that Term Loans may be settled through a Settlement Service (defined
below) pursuant to Section 10.6(d), only a written or electronic confirmation of such assignment
issued by a Settlement Service (a “ Settlement Confirmation”) shall be delivered with respect to
assignments settled through the Settlement Service (it being agreed that any assignment of Term
Loans to LVSC pursuant to Section 10.6(j) shall be consummated and settled through an Auction
Assignment Agreement and not through a Settlement Confirmation).



(d) Mechanics. Except for assignments of Term Loans pursuant to and in accordance
with the terms and conditions of Section 10.6(j), Administrative Agent has the right, but not the
obligation, to effectuate assignments of Term Loans via an electronic settlement system acceptable
to Administrative Agent as designated in writing from time to time to the Lenders by Administrative
Agent (the “Settlement Service”). At any time when Administrative Agent elects, in its sole
discretion, to implement such Settlement Service, each such assignment shall be effected by the
assigning Lender and proposed assignee pursuant to the procedures then in effect under the
Settlement Service, which procedures shall be consistent with the other provisions of this
Section 10.6. Each assignor Lender and proposed assignee shall comply with the requirements of the
Settlement Service in connection with effecting any transfer



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of
Loans pursuant to the Settlement
Service. Administrative Agent’s and Borrower’s consent shall be deemed to have been granted to the
extent required pursuant to Section 10.6(c) with respect to any transfer effected through the
Settlement Service. Assignments and assumptions of Term Loans shall be effected by such manual
execution until Administrative Agent notifies Lenders of the Settlement Service as set forth
herein. Assignments and assumptions of Revolving Loans and Revolving Loan Commitments shall only
be effected by manual execution and delivery to Administrative Agent of an Assignment Agreement at
all times. Assignments made pursuant to the foregoing provision shall be effective as of the
Assignment Effective Date. Notwithstanding anything herein or in any Assignment Agreement to the
contrary and so long as no Potential Event of Default or Event of Default has occurred and is
continuing, payments in respect of the settlement of an assignment of any Term Loan during periods
when assignments may be settled through a Settlement Service (but not any Revolving Loan or
Revolving Loan Commitment) and
with respect to all unpaid interest and commitment fees if any, which have accrued on such
Term Loan, whether such interest and commitment fees accrued before or after the applicable
Assignment Effective Date, shall be made in the manner provided for by the Settlement Service. Any
and all fees payable to the Settlement Service shall be paid by the assigning Lender and/or its
assignee which becomes a Lender hereunder and Administrative Agent shall have no responsibility
whatsoever for payment thereof.



(e) Representations and Warranties of Assignee. Each Lender, upon execution and
delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be,
represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it
is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in
commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it
will make or invest in, as the case may be, its Commitments or Loans for its own account in the
ordinary course and without a view to distribution of such Commitments or Loans within the meaning
of the Securities Act or the Exchange Act or other federal securities laws (it being understood
that, subject to the provisions of this Section 10.6, the disposition of such Commitments or Loans
or any interests therein shall at all times remain within its exclusive control); provided
that a Person meeting the criteria of clause (iii) of the definition of “Eligible Assignee” shall
only be required to make the representations and warranties set forth in clauses (i) and (iii) of
this Section 10.6(e), in addition to all other representations and warranties of such Person
contained in the Auction Assignment Agreement.



(f) Effect of Assignment. Subject to the terms and conditions of this Section 10.6,
as of the “Assignment Effective Date” (i) the assignee thereunder shall have the rights and
obligations of a “Lender” hereunder to the extent of its interest in the Loans and Commitments as
reflected in the Register and shall thereafter be a party hereto and a “Lender” for all purposes
hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations
hereunder have been assigned to the assignee, relinquish its rights (other than any rights which
survive the termination hereof under Section 10.8) and be released from its obligations hereunder
(and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s
rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment
Effective Date; provided, anything contained in any of the Credit Documents to the contrary
notwithstanding, (y) Issuing Bank shall continue to have all rights and obligations thereof with
respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit
and the reimbursement of any amounts drawn thereunder and (z) such assigning Lender shall continue
to be entitled to the benefit of all indemnities hereunder as specified herein with respect to
matters arising out of the prior involvement of such assigning Lender as a Lender hereunder);
(iii) the Commitments shall be modified to reflect any Commitment of such assignee and any
Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after
the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such
assignment or as promptly thereafter as practicable, surrender its applicable Notes to
Administrative Agent for cancellation, and thereupon Borrower shall issue and deliver new Notes, if
so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning
Lender, with appropriate insertions, to reflect the new Revolving Commitments and/or outstanding
Loans of the assignee and/or the assigning Lender.



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(g) Participations.




(i) Each Lender shall have the right at any time to sell one or more participations to
any Eligible Assignee (or, with the consent of Borrower, any other Person) (other than
Borrower, any of its Subsidiaries or any of its Affiliates) in all or any part of its
Commitments, Loans or in any other Obligation.




(ii) The holder of any such participation, other than an Affiliate of the Lender
granting such participation, shall not be entitled to require such Lender to take or omit to
take any action hereunder except with respect to any amendment, modification or waiver that
would (A) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless
such Letter of Credit is not extended beyond the Revolving Commitment Termination Date) in
which such participant is participating, or reduce the rate or extend the time of payment of
interest or fees thereon (except in connection with a waiver of applicability of any
post-default increase in interest rates) or reduce the principal amount thereof, or increase
the amount of the participant’s participation over the amount thereof then in effect (it
being understood that a waiver of any Default or Event of Default or of a mandatory
reduction in the Commitment shall not constitute a change in the terms of such
participation, and that an increase in any Commitment or Loan shall be permitted without the
consent of any participant if the participant’s participation is not increased as a result
thereof), (B) consent to the assignment or transfer by any Credit Party of any of its rights
and obligations under this Agreement or (C) release all or substantially all of the
Collateral under the Collateral Documents (except as expressly provided in the Credit
Documents) supporting the Loans hereunder in which such participant is participating.




(iii) Borrower agrees that each participant shall be entitled to the benefits of
Sections 2.18(c), 2.19 and 2.20 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to paragraph (c) of this Section; provided,
(x) a participant shall not be entitled to receive any greater payment under Section 2.19 or
2.20 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such participant, and (y) a participant shall not be entitled to the
benefits of Section 2.20 unless it shall have complied with the requirements of Section 2.20
including, without limitation, Section 2.20(c); provided further that, except as
specifically set forth in clauses (x) and (y) of this sentence, nothing herein shall require
any notice to Borrower or any other Person in connection with the sale of any participation.
To the extent permitted by law, each participant also shall be entitled to the benefits of
Section 10.4 as though it were a Lender, provided such Participant agrees to be subject to
Section 2.17 as though it were a Lender.



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(h) Certain Other Assignments and Participations. In addition to any other assignment
or participation permitted pursuant to this Section 10.6 any Lender may, without notice to or
consent from the Administrative Agent or Borrower, assign and/or pledge all or any portion of its
Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure
obligations of such Lender including to any Federal Reserve Bank as collateral security pursuant to
Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve
Bank; provided, that no Lender, as between Borrower and such Lender, shall be relieved of
any of its obligations hereunder as a result of any such assignment and pledge, and
provided further, that in no event shall the applicable Federal Reserve Bank,
pledgee or trustee,
be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit
to take any action hereunder.



(i) Nevada Gaming Authorities. Notwithstanding anything to the contrary in this
Section 10.6, the rights of the Lenders to make assignments of, and grant participations in, any or
all of its Commitments or any Loan or Letter of Credit made or issued by it, or any interest
therein, herein or in any other Obligations owed to any such Lender, shall be subject to the
approval of the Nevada Gaming Authorities, to the extent required by the Nevada Gaming Laws.




(j) Assignments to LVSC.




(i) Notwithstanding anything to the contrary contained in this Section 10.6 or any
other provision of any Credit Document, LVSC may, at any time prior to September 30, 2010
and pursuant to an Auction Assignment Agreement, purchase Term Loans solely on the terms and
conditions set forth in this Section 10.6(j) and the Outline of Auction Mechanics attached
hereto as Appendix C, so long as (v) no Potential Event of Default or Event of Default has
occurred and is continuing or would result therefrom, (w) LVSC agrees to, and does in fact,
on each Auction Purchase Effective Date, without receiving any payment or other
consideration from Borrower in exchange therefor (including any accrued yet unpaid interest
that may have been owing in respect of such cancelled Term Loans), (1) immediately and
irrevocably forgive, cancel and forever discharge the Term Loans purchased by and assigned
to it in each Auction Loan Purchase for all purposes and (2) knowingly and voluntarily waive
and relinquish (A) all of its interests, rights and obligations as the owner of such Term
Loans and as a “Lender” under the Credit Agreement and the other Credit Documents for all
purposes under the Credit Agreement and the other Credit Documents and (B) any rights it may
have to invoke any such interests, rights and obligations or the provisions of the Credit
Agreement and the other Credit Documents with respect to such Term Loans now or in the
future, (x) the consideration used to effect any Auction Loan Purchase shall consist solely
of Equity Interests, or the cash proceeds of previously issued or newly issued Equity
Interests, of LVSC, Sands China Ltd., MBS Holdings Pte. Ltd. or Marina Bay Sands Pte. Ltd.
(or any of their successors) or any other Affiliate of LVSC that is not a Credit Party or a
Subsidiary of a Credit Party, or the proceeds of dividends or distributions from Sands China
Ltd., MBS Holdings Pte. Ltd. or Marina Bay Sands Pte. Ltd. (or any of their successors) or
any other Affiliate of LVSC that is not a Credit Party or a Subsidiary of a Credit Party
(the “Purchase Consideration”), (y) LVSC purchases the Term Loans that are the subject of
such Auction Loan Purchase by transferring the agreed form of Purchase Consideration
specified in the applicable Offer Document (including any accrued yet unpaid interest owing
in respect of such cancelled Term Loans through but not including the applicable Auction
Purchase Effective Date) directly to each assigning Lender, and (z) LVSC has delivered to
each of the Auction Manager and Borrower a certificate substantially in the form of Appendix
D (the “Auction Certificate”), dated as of each Auction Purchase Effective Date and signed
by a duly authorized officer of LVSC, certifying to the matters set forth in clauses (v) —
(y) above.



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(ii) At any time prior to September 30, 2010, LVSC may provide notice to the Auction
Manager in the form of an Offer Document that it wishes to make one or
more offers (each, an “Offer”) to Lenders to purchase outstanding Term Loans, with such
Offer to be effected pursuant to Auction Assignment Agreements; provided, however, that all
Offers shall commence and be completed on or prior to September 30, 2010. LVSC shall have
the right to purchase the Term Loans at a purchase price determined in accordance with the
terms set forth in such Offer Document; provided that (x) the aggregate stated principal
amount of all Term Loans for which Offers are made in any Offer Document shall not be less
than $25,000,000 and (y) no more than $800,000,000 in aggregate stated principal amount of
Term Loans may be purchased by LVSC in total pursuant to all Auction Loan Purchases;
provided further that the aggregate stated principal amount of all Term Loans assigned to
LVSC by a Lender pursuant to this Section 10.6(j)(ii) in response to the Offers contained in
a single Offer Document shall not be less than $1,000,000 in the aggregate for all tranches
of Term Loans Offered by such Lender in such Offer Document, which amount shall be reduced
to the extent necessary to reflect (1) the fact that such assignment includes all Term Loans
held by the assigning Lender and (2) the proration of such Term Loans offered by the
assigning Lender in the event a pro rata allocation is made as contemplated in the Offer
Document.




(iii) In connection with any assignment pursuant to this Section 10.6(j), each of the
assigning Lenders, on the one hand, and LVSC, on the other hand, acknowledges and agrees
that, as of the Auction Purchase Effective Date, (A) each Auction Loan Purchase to which it
is a party and the assignment related thereto are being made pursuant to and in accordance
with the terms and conditions of this Section 10.6(j), (B) the other party to the Auction
Assignment Agreement currently may have, and later may come into possession of, information
regarding the Credit Documents or the Credit Parties that is not known to it and that may be
material to a decision to participate in any Auction Loan Purchase or enter into the Auction
Assignment Agreement or any of the transactions contemplated thereby (the “Excluded
Information”), (C) it has independently and without reliance on the other party to the
Auction Assignment Agreement made its own analysis and determined to enter into the Auction
Assignment Agreement and to consummate the transactions contemplated thereby notwithstanding
its lack of knowledge of the Excluded Information and (D) the other party shall have no
liability to it, and it hereby (to the extent permitted by law) waives and releases any
claims it may have against the other party (under applicable laws or otherwise) with respect
to the nondisclosure of the Excluded Information; provided that the Excluded Information
shall not and does not affect the truth or accuracy of the representations or warranties of
such other party contained in the Standard Terms and Conditions set forth in each of the
Auction Assignment Agreement. Each of the assigning Lenders, on the one hand, and LVSC, on
the other hand, further acknowledges that the Excluded Information may not be available to
Administrative Agent, the Auction Manager, the other Agents or the Lenders.



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(iv) By submitting an Offer Document, LVSC acknowledges and agrees that it will make
payment of the purchase price for the purchased Term Loans, as may be accepted for payment
pursuant to the Offer Document, by transmitting the agreed form of Purchase Consideration
specified in the applicable Offer Document directly to the assigning Lender in accordance
with the terms of the Offer Document.




(v) On each Auction Purchase Effective Date, LVSC agrees to, without receiving any
payment or other consideration from Borrower in exchange therefor (including any accrued yet
unpaid interest that may have been owing in respect of such cancelled Term Loans),
(i) immediately and irrevocably forgive, cancel and forever discharge the Term Loans
purchased by and assigned to it in each Auction Loan Purchase for all purposes and
(ii) knowingly and voluntarily waive and relinquish (y) all of its interests, rights and
obligations as the owner of such Term Loans and as a “Lender” under the Credit Agreement and
the other Credit Documents for all purposes under the Credit Agreement and the other Credit
Documents and (z) any rights it may have to invoke any such interests, rights and
obligations or the provisions of the Credit Agreement and the other Credit Documents with
respect to such Term Loans now or in the future. LVSC further acknowledges and agrees that
the cancellation of the Term Loans purchased by and assigned to it in each Auction Loan
Purchase is an essential term of, and condition to, each Auction Loan Purchase and the
assignment by the assigning Lenders of any Term Loans to LVSC.




(vi) Assignment of any Auction Loan Purchases shall be effective upon receipt by the
Auction Manager of a fully executed Auction Assignment Agreement effecting the assignment
thereof and upon receipt by Administrative Agent of a copy thereof for recording in the
Register. Each assignment shall be recorded in the Register by Administrative Agent on the
Business Day the Auction Assignment Agreement is received by the Auction Manager, if
received by 1:00 p.m. (New York City time), and on the following Business Day if received
after such time. Prompt notice thereof shall be provided to LVSC and a copy of such Auction
Assignment Agreement shall be retained by Administrative Agent. The date of such
recordation of a transfer shall be referred to herein as the “Auction Purchase Effective
Date.”



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(vii) Each of the assigning Lenders and LVSC acknowledges and agrees that, in addition
to the purchase price of the purchased Term Loans that has been agreed between such
assigning Lender and LVSC, LVSC shall pay by transmitting the agreed form of Purchase
Consideration specified in the applicable Offer Document directly to such assigning Lender
all unpaid interest, if any, accrued on the purchased Term Loans to but excluding the
Auction Purchase Effective Date applicable thereto. No interest shall accrue or be payable
on such purchased Term Loans from and after the Auction Purchase Effective Date and any Term
Loans owned by LVSC shall immediately upon receipt of such Term Loans by LVSC, without
further action by any Person, be deemed cancelled and no longer outstanding for all purposes
of this Agreement and all other Credit Documents (notwithstanding any provisions herein or
therein to the contrary), including, without limitation, (w) the making of, or the
application of, any payments to the Lenders under this Agreement or any other Credit
Document (including with respect to accrued interest), (x) the making of any request,
demand, authorization, direction, notice, consent or waiver under this Agreement or any
other Credit Document, (y) the providing of any rights to LVSC in its capacity as a Lender
under this Agreement or any other Credit Document or (z) the determination of Requisite
Lenders, or for any similar or related purpose, under this Agreement or any other Credit
Document, and no such purchased Term Loan may be further assigned, transferred, contributed,
conveyed or resold by LVSC. Without limiting the foregoing, LVSC shall not, after the
consummation of the
transactions contemplated by the Auction Assignment Agreement, have or be entitled to
any of the rights set forth in Sections 10.6(f), 10.6(g) and 10.6(h). Each of LVSC and
Borrower expressly consents to the provisions of this paragraph.




(viii) For the avoidance of doubt, failure by LVSC to make any payment to a Lender
required by an Auction Assignment Agreement permitted by Section 10.6(j) shall not
constitute an Event of Default under Section 8.1(a). For the avoidance of doubt, any
extinguishment of any part of the Term Loans shall not affect any amendment or waiver which
prior to such extinguishment had been approved by or on behalf of the Requisite Lenders in
accordance with this Agreement.




(ix) The Requisite Lenders hereby consent to the transactions described in this
Section 10.6(j) and waive the requirements of any provision of this Agreement (including,
without limitation, Section 6.9) or any other Credit Document that might otherwise result in
a breach of this Agreement or a Potential Event of Default or an Event of Default as a
result of or in connection with the consummation of any Auction Loan Purchase that is
permitted by this Section 10.6(j).




(x) The provisions of this Section 10.6(j) shall not require LVSC to undertake or
consummate any Offer; provided that to the extent LVSC undertakes to consummate any Offer,
it shall, subject to the preceding conditions and the terms and conditions contained in the
applicable Offer, purchase (and take all the necessary steps required herein to purchase)
the principal amount of all validly tendered Term Loans at a price not to exceed the
Applicable Threshold Price and in an aggregate amount up to the Maximum Offer Amount;
provided further that to the extent no Lenders have validly tendered any Term Loans
requested in an Offer or as otherwise agreed to by the Auction Manager, in its sole
discretion, LVSC may revoke, withdraw or amend the Offer for such Term Loans at least
24 hours before the Expiration Time. In addition, LVSC may extend the Expiration Time of an
Offer at least 24 hours before the Expiration Time, provided, however, that only one
extension per Offer shall be permitted, which shall be for a period not exceeding five
Business Days. Furthermore, if LVSC has amended an Offer, the Auction Manager shall have
the discretion to extend the applicable Expiration Time, upon notification to LVSC, for an
additional period to afford all Lenders the necessary time to consider such amendments.
Notwithstanding anything herein to the contrary, to the extent (i) LVSC withdraws an Offer,
(ii) an Offer becomes void because the terms and conditions of Section 10.6(j) have not been
met or (iii) the Expiration Time with respect to an Offer passes without any Term Loans
being validly tendered, LVSC shall not be permitted to submit another Offer to the Auction
Manager for a period of five Business Days.



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(xi) The provisions of this Section 10.6(j) shall not permit or authorize Borrower to
undertake or consummate an Offer and Borrower shall not be deemed an Eligible Assignee for
any purpose. All Term Loans assigned to LVSC shall be, as set forth above, immediately
cancelled and, therefore, no Term Loans assigned to LVSC pursuant to and in accordance with
the terms and conditions of this Section 10.6(j) may be further assigned, transferred,
contributed, conveyed or resold by LVSC.



10.7. Independence of Covenants. All covenants hereunder shall be given independent effect so
that if a particular action or condition is not permitted by any of such covenants, the fact that
it would be permitted by an exception to, or would otherwise be within the limitations of, another
covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken
or condition exists.



10.8. Survival of Representations, Warranties and Agreements. All representations, warranties
and agreements made herein shall survive the execution and delivery hereof and the making of any
Credit Extension. Notwithstanding anything herein or implied by law to the contrary, the
agreements of each Credit Party set forth in Sections 2.18(c), 2.19, 2.20, 10.2, 10.3 and 10.4 and
the agreements of Lenders set forth in Sections 2.17, 9.3(b) and 9.6 shall survive the payment of
the Loans, the cancellation or expiration of the Letters of Credit and the reimbursement of any
amounts drawn thereunder, and the termination hereof.



10.9. No Waiver; Remedies Cumulative. No failure or delay on the part of any Agent or any
Lender in the exercise of any power, right or privilege hereunder or under any other Credit
Document shall impair such power, right or privilege or be construed to be a waiver of any default
or acquiescence therein, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other power, right or privilege.
The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and shall
be in addition to and independent of all rights, powers and remedies existing by virtue of any
statute or rule of law or in any of the other Credit Documents or any of the Hedge Agreements. Any
forbearance or failure to exercise, and any delay in exercising, any right, power or remedy
hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof,
nor shall it preclude the further exercise of any such right, power or remedy.



10.10. Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any
obligation to marshal any assets in favor of any Credit Party or any other Person or against or in
payment of any or all of the Secured Obligations. To the extent that any Credit Party makes a
payment or payments to Administrative Agent or Lenders (or to Administrative Agent, on behalf of
Lenders), or any Agent or Lenders enforce any security interests or exercise their rights of
setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other
state or federal law, common law or any equitable cause, then, to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies
therefor or related thereto, shall be revived and continued in full force and effect as if such
payment or payments had not been made or such enforcement or setoff had not occurred.



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10.11. Severability. In case any provision in or obligation hereunder or under any other
Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of such provision or
obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.



10.12. Obligations Several; Independent Nature of Lenders’ Rights. The obligations of Lenders
hereunder are several and no Lender shall be responsible for the obligations or Commitment of any
other Lender hereunder. Nothing contained herein or in any other Credit Document, and no action
taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a
partnership, an association, a joint venture or any other kind of entity. The amounts payable at
any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall
be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for
any other Lender to be joined as an additional party in any proceeding for such purpose.



10.13. Headings. Section headings herein are included herein for convenience of reference
only and shall not constitute a part hereof for any other purpose or be given any substantive
effect.



10.14. APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.



10.15. CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY
ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE
BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF
NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE
NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;
(C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS
ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE
(C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY
SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY
RESPECT; AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER
JURISDICTION.



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10.16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY
OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS
LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT
AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE
TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND
REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A
MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE
PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.



10.17. Confidentiality. Each Agent (which term shall for the purposes of this Section 10.17
include the Arranger), and each Lender (which term shall for the purposes of this Section 10.17
include the Issuing Bank) shall hold all non-public information regarding Borrower, Interface and
their respective Subsidiaries and their businesses identified as such by Borrower and obtained by
such Lender pursuant to the requirements hereof in accordance with such Lender’s customary
procedures for handling confidential information of such nature, it being understood and agreed by
Borrower that, in any event, each Agent and each Lender may make (i) disclosures of such
information to Affiliates of such Lender or Agent and to their respective agents, advisors and
trustees (and to other Persons authorized by a Lender or Agent to organize, present or disseminate
such information in connection with disclosures



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otherwise made in accordance with this
Section 10.17), (ii) disclosures of such information
reasonably required by any bona fide or
potential assignee, transferee or participant in connection with the contemplated assignment,
transfer or participation of any Loans or any participations therein or by any pledgee referred to
in Section 10.6(h) or by any direct or indirect contractual counterparties (or the professional
advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations
(provided, such assignees, transferees, participants, pledgees, counterparties and advisors are
advised of and agree to be bound by either the provisions of this Section 10.17 or other provisions
at least as restrictive as this Section 10.17), (iii) disclosure to any rating agency when required
by it, provided that, prior to any disclosure, such rating agency shall undertake in
writing to preserve the confidentiality of any confidential information relating to the Credit
Parties received by it from any of the Agents or any Lender, and (iv) disclosures required or
requested by any governmental agency or representative thereof or by the NAIC or pursuant to legal
or judicial process; provided, unless specifically prohibited by applicable law or
court order, each Lender and each Agent shall make reasonable efforts to notify Borrower of
any request by any governmental agency or representative thereof (other than any such request in
connection with any examination of the financial condition or other routine examination of such
Lender by such governmental agency) for disclosure of any such non-public information prior to
disclosure of such information. In addition, each Agent and each Lender may disclose the existence
of this Agreement and the information about this Agreement to market data collectors, similar
services providers to the lending industry, and service providers to the Agents and the Lenders in
connection with the administration and management of this Agreement and the other Credit Documents.



10.18. Usury Savings Clause. Notwithstanding any other provision herein, the aggregate
interest rate charged with respect to any of the Obligations, including all charges or fees in
connection therewith deemed in the nature of interest under applicable law shall not exceed the
Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence)
under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the
Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of
interest due hereunder equals the amount of interest which would have been due hereunder if the
stated rates of interest set forth in this Agreement had at all times been in effect. In addition,
if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into
account the increase provided for above) is less than the total amount of interest which would have
been due hereunder if the stated rates of interest set forth in this Agreement had at all times
been in effect, then to the extent permitted by law, Borrower shall pay to Administrative Agent an
amount equal to the difference between the amount of interest paid and the amount of interest which
would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding
the foregoing, it is the intention of Lenders and Borrower to conform strictly to any applicable
usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which
constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled
automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding
amount of the Loans made hereunder or be refunded to Borrower.



10.19. Counterparts. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument.



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10.20. Effectiveness. This Agreement shall become effective as provided in the Amendment
Agreement.



10.21. Patriot Act. Each Lender and Administrative Agent (for itself and not on behalf of any
Lender) hereby notifies Borrower that pursuant to the requirements of the Patriot Act, it is
required to obtain, verify and record information that identifies Borrower, which information
includes the name and address of Borrower and other information that will allow such Lender or
Administrative Agent, as applicable, to identify Borrower in accordance with the Act.



10.22. Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and
words of like import in any Assignment Agreement shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of
the same legal effect, validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act.



10.23. Gaming Authorities. Arrangers, Administrative Agent and each Lender agree to cooperate
with the Nevada Gaming Authorities or any other applicable gaming authority in connection with the
administration of their regulatory jurisdiction over the Credit Parties, including to the extent
not inconsistent with the internal policies of such Lender or Issuing Bank and any applicable legal
or regulatory restrictions the provision of such documents or other information as may be requested
by any such Nevada Gaming Authority or other gaming authority relating to Arrangers, Administrative
Agent or any of the Lenders, or Borrower or any of its Subsidiaries, or to the Credit Documents.
Notwithstanding any other provision of the Agreement, Borrower expressly authorizes each Agent and
Lender to cooperate with the Nevada Gaming Authorities and such other gaming authorities as
described above.



10.24. Harrah’s Shared Garage Lease. Notwithstanding any other provision hereof or in the
Collateral Documents, the Credit Parties shall not be obligated to grant the Lenders a leasehold
mortgage covering their leasehold interest in, to and under the Harrah’s Shared Garage Lease unless
and until the landlord thereunder consents to such a mortgage. Instead, Borrower shall, within
sixty (60) days (or such longer period as may be agreed to by the Administrative Agent) after
request therefor by the Administrative Agent, cause VCR to assign its interest in, to and under the
Harrah’s Shared Garage Lease to the Collateral Agent or a third party designated by the Collateral
Agent, in either case on behalf of the Lenders, in which event the Collateral Agent or such third
party, as applicable, shall simultaneously sublease all of the real property covered by the
Harrah’s Shared Garage Lease back to VCR, all pursuant to documents reasonably satisfactory to the
Collateral Agent.



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10.25. Certain Matters Affecting Lenders.



(a) If (i) any Nevada Gaming Authority or Pennsylvania Gaming Authority shall determine that
any Lender does not meet suitability standards prescribed under the Nevada Gaming Laws or
Pennsylvania Gaming Laws or (ii) any other gaming authority with jurisdiction over the gaming
business of Borrower shall determine that any Lender does not meet its suitability standards (in
any such case, a “Former Lender”), the Administrative Agent or Borrower shall have the right (but
not the duty) to designate bank(s) or other financial institution(s) (in each case, a “Substitute
Lender”) which may be any Lender or Lenders that agree to become a Substitute Lender and to assume
the rights and obligations of the Former Lender, subject to receipt by the Administrative Agent of
evidence that such Substitute Lender is an Eligible Assignee. The Substitute Lender shall assume
the rights and obligations of the Former Lender under this Agreement. Borrower shall bear the
costs and expenses of any Lender required by any Nevada Gaming Authority, or any other gaming
authority with jurisdiction over the gaming business of Borrower, to file an application for a
finding of suitability in connection with the investigation of an application by Borrower for a
license to operate a gaming establishment, in connection with such application for a finding of
suitability.



(b) Notwithstanding the provisions of Section 10.25(a), if any Lender becomes a Former Lender,
and if the Administrative Agent or Borrower fails to find a Substitute Lender pursuant to
Section 10.25(a) within any time period specified by the appropriate gaming authority for the
withdrawal of a Former Lender (the “Withdrawal Period”), Borrower shall immediately prepay in full
the outstanding principal amount of Loans made by such Former Lender, together with accrued
interest thereon to the earlier of (x) the date of payment or (y) the last day of any Withdrawal
Period.



10.26. Effect of Restatement. This Agreement shall, except as otherwise expressly set forth
herein, supersede the Existing Credit Agreement from and after the Restatement Date with respect to
the transactions hereunder and with respect to the Loans and Letters of Credit outstanding under
the Existing Credit Agreement as of the Closing Date. The parties hereto acknowledge and agree,
however, that (a) this Agreement and all other Credit Documents executed and delivered herewith do
not constitute a novation, payment and reborrowing or termination of the Obligations under the
Existing Credit Agreement and the other Credit Documents as in effect prior to the Restatement
Date, (b) such Obligations are in all respects continuing with only the terms being modified as
provided in this Agreement and the other Credit Documents, (c) the liens and security interests in
favor of the Collateral Agent for the benefit of the Secured Parties securing payment of such
Obligations are in all respects continuing and in full force and effect with respect to all
Obligations and (d) all references in the other Credit Documents to the Existing Credit Agreement
shall be deemed to refer without further amendment to this Agreement.



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10.27. No Fiduciary Duties. In connection with all aspects of each transaction contemplated
hereby, each Credit Party acknowledges and agrees that: (a) the extensions of credit provided for
hereunder and any related arranging or other services in connection therewith (including in
connection with any amendment, waiver or other modification hereof or of any other Credit Document)
are an arm’s-length commercial transaction between the Credit Parties, on the one hand, and the
Agents and the Lenders, on the other hand, and the Credit Parties are capable of evaluating and
understanding and understand and accept the terms, risks and conditions of the transactions
contemplated hereby and by the other Credit Documents (including any amendment, waiver or other
modification hereof or thereof); (b) in connection with the process leading to such transaction,
each Agent and each Lender is and has been acting solely as a principal and is not the financial
advisor, agent or fiduciary, for any of the Credit Parties or any of their respective Affiliates,
stockholders, creditors or employees or any other person; (c) none of the Agents or any Lender has
assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Credit Party
with respect to any of the transactions contemplated hereby or the process leading thereto,
including with respect to any amendment, waiver or other modification hereof or of any other Credit
Document (irrespective of whether any Agent or any Lender has advised or is currently advising any
Credit Party or their respective Affiliates on other matters) and none of the Agents or any Lender
has any obligation to any Credit Parties or their respective Affiliates with respect to the
transactions contemplated hereby except those obligations expressly set forth herein and in the
other Credit Documents; (d) the Agents, the Lenders and their respective Affiliates may be engaged
in a broad range of transactions that involve interests that differ from those of the Credit
Parties and their respective Affiliates, and none of the Agents or any Lender has any obligation to
disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e)
the Agents and the Lenders have not
provided and will not provide any legal, accounting, regulatory or tax advice with respect to
any of the transactions contemplated hereby (including any amendment, waiver or other modification
hereof or of any other Credit Document) and Credit Parties have consulted their own legal,
accounting, regulatory and tax advisors to the extent they deemed appropriate. The Credit Parties
and their respective Affiliates each hereby waives and releases, to the fullest extent permitted by
law, any claims that it may have against the Agents and the Lenders with respect to any breach or
alleged breach of agency or fiduciary duty in connection with the transactions contemplated by this
Agreement.



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APPENDIX A-1

TO CREDIT AND GUARANTY AGREEMENT




[INTENTIONALLY OMITTED]




APPENDIX A-1-1




 


 









 







APPENDIX A-2

TO CREDIT AND GUARANTY AGREEMENT




[INTENTIONALLY OMITTED]




APPENDIX A-2-1




 


 









 







APPENDIX A-3

TO CREDIT AND GUARANTY AGREEMENT




[INTENTIONALLY OMITTED]




APPENDIX A-3-1




 


 









 







APPENDIX A-4

TO CREDIT AND GUARANTY AGREEMENT




Revolving Commitments




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original Revolving	 	 	Extended Revolving	 	 	 	 
	Lender	 	Commitment	 	 	Commitment	 	 	Pro Rata Share	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 






APPENDIX A-4-1




 


 









 







APPENDIX B

TO CREDIT AND GUARANTY AGREEMENT




Notice Addresses




APPENDIX B-1




 


 









 







APPENDIX C

TO CREDIT AND GUARANTY AGREEMENT




Outline of Auction Mechanics




This Outline is intended to summarize certain basic terms of Auction Loan Purchases pursuant to and
in accordance with the terms and conditions of Section 10.6(j) of the Credit Agreement, of which
this Appendix C is a part. It is not intended to be a definitive list of all of the terms and
conditions of an Auction Loan Purchase and all such terms and conditions shall be set forth in the
applicable Offer Document. Administrative Agent, the Auction Manager, any other Agent or any of
their respective affiliates may tender Sale Offers and be a Participating Lender on the same terms
and conditions set forth in this Outline and the applicable Offer Document, and such participation
may not be deemed a recommendation to any Lender to submit a Sale Offer or to take part in this or
any other Purchase Offer. Lenders must make their own decisions as to whether to submit a Sale
Offer. Capitalized terms not otherwise defined in this Outline have the meanings assigned to them
in the Credit Agreement.



	 	 	 
	Purchaser

	 	LVSC (the “Purchaser”).
	 
	 	 
	Term Loans

	 	All Term Loans stipulated by the Purchaser in the Offer Document.
	 
	 	 
	The Purchase Offer

	 	The Purchaser may offer to purchase from Lenders, at any time
prior to September 30, 2010, any and all of the Term Loans that
are specified by the Purchaser in the Offer Document (each such
offer, a “Purchase Offer”); provided,
however, that all Purchase
Offers shall commence and be completed on or prior to September
30, 2010.

	 
	 	 
	 

	 	The Purchaser may make a Purchase Offer to purchase (a) an
aggregate principal amount of Term Loans or (b) one or more
specified tranche(s) of Term Loans without making a Purchase
Offer to purchase any other tranche(s) of Term Loans. No
Purchase Offer is conditioned on a minimum amount of Term Loans
being offered by Lenders for sale (except to the extent that
each Lender’s tender is subject to the requirements set forth
below under the caption “Minimum Assignment Amount”).



In the event that the aggregate principal amount of all Term
Loans or one or more specified tranche(s) of Term Loans, as the
case may be, for which validly tendered Sale Offers (defined
below) have been received is equal to or less than the relevant
Maximum Offer Amount (defined below), the Purchaser will,
subject to the conditions in the relevant Offer, purchase, by
transmitting the agreed form of Purchase Consideration specified
in the applicable Offer Document directly to each successful
Participating Lender (defined below), all of such Term Loans
validly tendered within the Discount Range (defined below)
(without proration) at the respective applicable Bid Price
(defined below) for each tendering Lender (each, a
“Participating Lender” and, collectively, the “Participating
Lenders”).






APPENDIX C-1




 


 









 





	 	 	 
	 

	 	 In the event that the aggregate principal amount of all Term
Loans or one or more specified tranche(s) of Term Loans, as the
case may be, for which validly tendered Sale Offers have been
received exceeds the relevant Maximum Offer Amount, the
Purchaser will purchase, by transmitting the agreed form of
Purchase Consideration specified in the applicable Offer
Document directly to each successful Participating Lender, all
of such Term Loans validly tendered (A) below the Applicable
Threshold Price (defined below), without proration at the
applicable Bid Price, and (B) at the Applicable Threshold Price,
on a pro rata basis based upon the respective principal amounts
of Term Loans or one or more specified tranche(s) of Term Loans,
as applicable, validly tendered at the Applicable Threshold
Price up to the relevant Maximum Offer Amount at the Applicable
Threshold Price.

	 
	 	  

	Maximum Offer Amount

	 	 The maximum offer amount (the “Maximum Offer Amount”) with
respect to any Purchase Offer shall be the aggregate stated
principal amount of Term Loans that the Purchaser is willing to
purchase, as specified in such Offer Document. In no event may
the Maximum Offer Amount exceed the Buyback Cap (defined below)
less any Term Loans purchased by the Purchaser pursuant to a
previous Purchase Offer.

	 
	 	  

	Minimum Assignment 

Amount

	 	 The aggregate stated principal amount of all Term Loans
assigned to the Purchaser by a Participating Lender in response
to the Purchase Offers contained in a single Offer Document
shall not be less than $1,000,000 in the aggregate for all
tranches of Term Loans Offered by such Lender in such Offer
Document, which amount shall be reduced to the extent necessary
to reflect (a) the fact that such assignment includes all Term
Loans of such tranche held by the assigning Participating Lender
and (b) the proration of such tranche of Term Loans offered by
the assigning Participating Lender in the event a pro rata
allocation is made (the “Minimum Assignment Amount”).

	 
	 	  

	Buy Back Cap

	 	 No more than $800,000,000 in aggregate stated principal amount
of Term Loans may be purchased by the Purchaser in total
pursuant to all Purchase Offers (the “Buyback Cap”).

	 
	 	  

	Applicable 

Threshold Price

	 	 The Purchaser shall conduct its Purchase Offers for Term Loans
through a modified Dutch auction pursuant to which each
Participating Lender shall select the price, within a price
range specified by the Purchaser in the Offer Document (the
“Discount Range”), at which such Participating Lender is willing
to sell its applicable tranche(s) of Term Loans. The Purchaser
will not have any obligation to purchase any Term Loans outside
of the applicable Discount Range nor will any such Sale Offers
tendered outside such applicable Discount Range be considered in
any calculation of the Applicable Threshold Price or
satisfaction of the Maximum Offer Amount.

	 
	 	  

	 

	 	 The Auction Manager, in consultation with the Purchaser, will
calculate the lowest purchase price for the Term Loans or for
the specified tranche(s) of Term Loans, as the case may be, for
each Purchase Offer (the “Applicable Threshold Price”) that will
allow the Purchaser to purchase the relevant Maximum Offer
Amount at prices not greater than the applicable Maximum
Purchase Price nor less than the applicable Minimum Purchase
Price (as such terms are defined in the applicable Offer
Document) per $1,000 stated principal amount for such Term
Loans.





APPENDIX C-2




 


 









 





	 	 	 
	Sale Offers, 

Auction Assignment 

Agreements, Setting 

the Bid Price

	 	Each Participating Lender must indicate in its sale offer in the
form supplied by the Auction Manager in the Offer Document (the
“Sale Offer”) the price (the “Bid Price”), in multiples of $5
per $1,000 stated principal amount, at which such Participating
Lender wishes to offer its Term Loans for sale to the Purchaser.
The Bid Price shall be reflected in the Auction Assignment
Agreement that effects the assignment of any such Sale Offer
that is successful. Each of the Purchaser and each
Participating Lender acknowledges and agrees that, in addition
to the Applicable Threshold Price, the Purchaser shall pay by
transmitting the agreed form of Purchase Consideration specified
in the applicable Offer Document directly to each successful
Participating Lender all unpaid interest, if any, accrued on the
purchased Term Loans subject to such Sale Offer to but excluding
the Auction Purchase Effective Date applicable thereto.
Purchaser will not be required to, and shall not, purchase any
Term Loans for which the Bid Price in the applicable Sale Offer
exceeds the Applicable Threshold Price.

	 
	 	 

	 

	 	No Participating Lender is required to tender all of its Term
Loans, nor is it required to tender all of its Term Loans of a
specified tranche, at a single price; provided, however, that
each Participating Lender may offer its Term Loans of a
specified tranche at no more than three different prices in any
Sale Offer. Each Participating Lender may tender different
portions of any given tranche of its Term Loans at different
prices; provided that to the extent a Participating Lender
tenders different portions of any given tranche of its Term
Loans at different prices as provided above, each such tender
will constitute a separate Sale Offer, each of which will not be
contingent on any other Sale Offers by such Participating
Lender; provided, further, that no Participating Lender may
offer to sell any tranche of Term Loans in an amount that
exceeds the aggregate principal amount of such tranche of Term
Loans held by such Participating Lender.

	 
	 	 

	Expiration Time

	 	1:00 p.m. (New York City time) on the date stipulated by the
Purchaser in the Offer Document when each applicable Purchase
Offer will expire, as such Expiration Time may be extended
pursuant to Section 10.6(j)(ix) of the Credit Agreement.

	 
	 	 

	Conditions to
Acceptance of the
Purchase Offer

	 	(i) Delivery to the Auction Manager prior to the Expiration Time
of a validly executed (a) Sale Offer, (b) Auction Assignment
Agreement and (ii) the satisfaction of any other conditions to
LVSC’s obligation to purchase set forth in the relevant Offer.







APPENDIX C-3




 


 









 





	 	 	 
	No Withdrawal Rights

	 	The Participating Lenders do not have any withdrawal rights
pursuant to any Sale Offer. Any Sale Offer delivered to the
Auction Manager may not be modified, revoked, terminated or
cancelled by a Lender. However, a Sale Offer may become void if
the conditions to the purchase of Term Loans by the Purchaser
required by the terms and conditions of Section 10.6(j) of the
Credit Agreement are not met.

	 
	 	 

	Unpurchased Term 

Loans

	 	All Term Loans not purchased pursuant to the Offer Document will
remain outstanding in accordance with their terms.

	 
	 	 

	Notifications

	 	The Auction Manager (in consultation with the Purchaser) will
determine any proration factor and will (or Administrative Agent
will) announce via IntraLinks/IntraAgency or another
substantially equivalent website by 5:00 p.m. (New York City
time) on the same day as the applicable Expiration Time (a) such
proration factor and (b) the Applicable Threshold Price. The
Auction Manager’s determination of the proration factor and the
Applicable Threshold Price will be final and binding on the
Participating Lenders.

	 
	 	 

	Miscellaneous

	 	All questions as to the form of documents and validity and
eligibility (including time of receipt) of Term Loans that are
the subject of a Sale Offer will be determined by the Purchaser
and the Auction Manager and their determination will be final
and binding. The Purchaser’s and the Auction Manager’s
interpretation of the terms and conditions of the Offer Document
will be final and binding.







APPENDIX C-4



 


 









 







APPENDIX D

TO CREDIT AND GUARANTY AGREEMENT




Form of Auction Certificate




Goldman Sachs Lending Partners LLC




85 Broad Street

New York, New York  10004




Attention:  Elizabeth Fischer / Gabe Jacobson




[DATE]




1. This Auction Certificate is executed and delivered pursuant to Section 10.6(j) of the Credit
Agreement referenced below by Las Vegas Sands Corp., a Nevada corporation (“LVSC”), to Goldman
Sachs Lending Partners LLC, in its capacity as sub-agent and auction manager for Administrative
Agent pursuant to Section 9.3(c) of the Credit Agreement with respect to any Auction Loan Purchase
pursuant to and in accordance with the terms and conditions of Section 10.6(j) of the Credit
Agreement (the “Auction Manager”), in connection with that certain Amended and Restated Credit and
Guaranty Agreement, dated as of August 18, 2010 (as amended, amended and restated, modified or
supplemented from time to time, the “Credit Agreement”), among Las Vegas Sands, LLC, a Nevada
limited liability company (“Borrower”), LVSC (solely for purposes of Section 10.6(j) of the Credit
Agreement), the other credit parties signatory thereto, The Bank of Nova Scotia, as administrative
agent and as collateral agent, the lenders party thereto from time to time, Goldman Sachs Credit
Partners L.P., Lehman Brothers Inc. and Citigroup Global Markets Inc., as joint lead arrangers and
syndication agents, and Credit Suisse AG, Cayman Islands Branch, Barclays Capital Inc. and JPMorgan
Chase Bank, N.A., as documentation agents. Capitalized terms used but not defined herein shall
have the meanings assigned to them in the Credit Agreement.



2. On the date hereof, LVSC has entered into one or more Auction Assignment Agreements with one or
more Lenders to purchase the Term Loans identified therein. LVSC hereby certifies and represents
and warrants that:



a. it has full power and authority, and has taken all corporate action necessary, to execute
and deliver such Auction Assignment Agreements and to consummate the transactions contemplated
thereby in accordance with the terms and conditions of the Credit Agreement;



b. no Potential Event of Default or Event of Default has occurred and is continuing or would
result from the purchase of such Term Loans pursuant to the Auction Assignment Agreements;



APPENDIX D-1



 


 









 





c. it is purchasing the Term Loans for its own account and solely for the purpose of, without
receiving any payment or other consideration from Borrower in exchange therefor (including any
accrued yet unpaid interest that may be owing in respect of the Assigned Interest), (i) immediately
and irrevocably forgiving, cancelling and forever discharging the Term Loans purchased by and
assigned to it in each Auction Loan Purchase for all purposes and (ii) knowingly and voluntarily
waiving and relinquishing (x) all of its interests, rights and obligations as the owner of such
Term Loans and as a “Lender” under the Credit Agreement and the other Credit Documents for all
purposes under the Credit Agreement and the other Credit Documents and (y) any rights it may have
to invoke any such interests, rights and obligations or the provisions of the Credit Agreement and
the other Credit Documents with respect to such Term Loans now or in the future;



d. it is using solely Equity Interests, or the proceeds of previously issued or newly issued
Equity Interests, of LVSC, Sands China Ltd., MBS Holdings Pte. Ltd. or Marina Bay Sands Pte. Ltd.
(or any of their successors) or any other Affiliate of LVSC that is not a Credit Party or a
Subsidiary of a Credit Party or the proceeds of dividends or distributions from Sands China Ltd.,
MBS Holdings Pte. Ltd. or Marina Bay Sands Pte. Ltd. (or any of their successors) or any other
Affiliate of LVSC that is not a Credit Party or a Subsidiary of a Credit Party to pay the purchase
price of the purchased Term Loans or any accrued and unpaid interest on the purchased Term Loans;
and



e. it is purchasing the Term Loans by transferring the agreed form of Purchase Consideration
specified in the applicable Offer Document (including any accrued yet unpaid interest owing in
respect of such cancelled Term Loans through but not including the applicable Auction Purchase
Effective Date) directly to each assigning Lender.



3. LVSC further certifies and acknowledges and agrees that each of the certifications,
representations and warranties in Section 2 above is an essential term of, and condition to, each
purchase of Term Loans and the execution and delivery of each Auction Assignment Agreement by the
assigning Lender party thereto.



[Remainder of this page intentionally left blank]




APPENDIX D-2



 


 









 







IN WITNESS WHEREOF, the undersigned has duly executed this Auction Certificate as of the date first
written above.



	 	 	 	 	 
	 	LAS VEGAS SANDS CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



APPENDIX D-3





 


 











 




EXHIBIT A TO

CREDIT AND GUARANTY AGREEMENT




FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT




This Assignment and Assumption Agreement (the “Assignment”) is dated as of the Effective Date
set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and
[Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall
have the meanings given to them in the Credit Agreement identified below (as it may be amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of
which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex
1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment as if set forth herein in full.



For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to
all of the Assignor’s rights and obligations under the Credit Agreement and any other documents or
instruments delivered pursuant thereto that represents the amount and percentage interest
identified below of all of the Assignor’s outstanding rights and obligations under the respective
facilities identified below (including, to the extent included in any such facilities, letters or
credit and swingline loans) (the “Assigned Interest”). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment and the Credit
Agreement, without representation or warranty by the Assignor.



Assignor and Assignee hereby agree that, upon giving effect to the assignment and assumption
described above, (i) Assignee shall be a party to the Credit Agreement and shall have all of the
rights and obligations under the Credit Documents, and shall be deemed to have made all of the
covenants and agreements contained in the Credit Documents, arising out of or otherwise related to
the Assigned Interest, and (ii) Assignor shall be absolutely released from any of such obligations,
covenants and agreements assumed or made by Assignee in respect of the Assigned Interest. Assignee
hereby acknowledges and agrees that the agreement set forth in this paragraph is expressly made for
the benefit of the Borrower, Administrative Agent, Assignor and the other Lenders and their
respective successors and permitted assigns.



	 	 	 	 	 	 	 	 	 
	1.

	 	 
	 	Assignor:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	2.

	 	 	 	Assignee:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 	 	 	 	[and is an Affiliate/Eligible Assignees1]	 	 
	 
	 	 	 	 	 	 	 	 
	3.

	 	 	 	Borrower:
	 	Las Vegas Sands, LLC	 	 








 




	 	 	 
	1	 	Select as applicable.







EXHIBIT A-1









 





	 	 	 
	4.

	 	Administrative Agent: The Bank of Nova Scotia, as the
administrative agent under the Credit
Agreement
	 
	 	 
	5.

	 	Credit Agreement: The $5,000,000,000 Credit and Guaranty
Agreement dated as of May 23, 2007 among
Las Vegas Sands, LLC, the Lenders parties
thereto, The Bank of Nova Scotia, as
Administrative Agent, and the other agents
parties thereto
	 
	 	 
	6.

	 	Assigned Interest:







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount of	 	 	Amount of	 	 	Percentage Assigned	 
	 	 	Commitment/Loans	 	 	Commitment/Loans	 	 	of	 
	Facility Assigned	 	for all Lenders	 	 	Assigned	 	 	Commitment/Loans2	 
	                    3
	 	$	                    	 	 	$	                    	 	 	$	                    	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	                    
	 	$	                    	 	 	$	                    	 	 	$	                    	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	                    
	 	$	                    	 	 	$	                    	 	 	$	                    	%






Effective Date:                     , 20      [TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]




	7.	 	Notice and Wire Instructions:






	 	 	 
	[NAME OF ASSIGNOR]

	 	[NAME OF ASSIGNEE]
	 
	 	 
	Notices:

	 	Notices:
	 
	 	 
	                                                  

	 	                                                  
	                                                  

	 	                                                  
	                                                  

	 	                                                  
	          Attention:

	 	          Attention:
	          Telecopier:

	 	          Telecopier:








 




	 	 	 
	2	 	Set forth, to at least 9 decimals, as a percentage of
the Commitment/Loans of all Lenders thereunder.

	 
	3	 	Fill in the appropriate terminology for the types of
facilities under the Credit Agreement that are being assigned under this
Assignment (e.g. “Original Revolving Loan”, “Original Term Loan”, etc.).




EXHIBIT A-2




 


 









 









	 	 	 
	with a copy to:

	 	with a copy to:
	 
	 	 
	                                                  

	 	                                                  
	                                                  

	 	                                                  
	                                                  

	 	                                                  
	          Attention:

	 	          Attention:
	          Telecopier:

	 	          Telecopier:
	 
	 	 
	Wire Instructions:

	 	Wire Instructions:





EXHIBIT A-3



 

 









 





The terms set forth in this Assignment are hereby agreed to:



	 	 	 	 	 
	 	ASSIGNOR

[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Title:  	 	 
	 
	 	ASSIGNEE

[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Title: 	 



	 	 	 	 	 
	[Consented to and]4 Accepted:	 	 
	 
	 	 	 	 
	THE BANK OF NOVA SCOTIA, as Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 
	 	 
Title:
	 	 
	 
	 	 	 	 
	[Consented to:]5	 	 
	 
	 	 	 	 
	LAS VEGAS SANDS, LLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
Title:
	 	 








 




	 	 	 
	4	 	To be added only if the consent of the Administrative
Agent is required by the terms of the Credit Agreement.

	 
	5	 	To be added only if the consent of the Borrower is
required by the terms of the Credit Agreement.





EXHIBIT A-4


 












 









ANNEX 1




STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT





	1.	 	Representations and Warranties.







	 	1.1	 	Assignor. The Assignor (a) represents and warrants
that (i) it is the legal and beneficial owner of the Assigned Interest, (ii)
the Assigned Interest is free and clear of any lien, encumbrance or other
adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with
respect to (i) any statements, warranties or representations made in or in
connection with any Credit Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement or
any other instrument or document delivered pursuant thereto, other than this
Assignment, or any collateral thereunder, (iii) the financial condition of the
Borrower, any of its Subsidiaries or Affiliates or any other Person obligated
in respect of any Credit Document or (iv) the performance or observance by the
Borrower, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Credit Document.

	 
	 	1.2	 	Assignee. The Assignee (a) represents and warrants
that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
meets all requirements of an Eligible Assignee under the Credit Agreement,
(iii) it has experience and expertise in the making of or investing in loans
such as the Loans, (iv) it has acquired the Assigned Interest for its own
account in the ordinary course of its business and without a view to
distribution of the Loans within the meaning of the Securities Act or the
Exchange Act or other federal securities laws, (v) from and after the Effective
Date, it shall be bound by the provisions of the Credit Agreement and, to the
extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (vi) it has received a copy of the Credit Agreement and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision,
and (vii) if it is a Non-US Lender, attached to the Assignment is any
documentation required to be delivered by it pursuant to the terms of the
Credit Agreement, duly completed and executed by the Assignee; and (b) agrees
that (i) it will, independently and without reliance on the Administrative
Agent, the Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at that time, continue to make its own
credit decisions in taking or not taking action
under the Credit Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Credit
Documents are required to be performed by it as a Lender. 





EXHIBIT A-5



 

 









 






	2.	 	Payments. All payments with respect to the Assigned Interests shall be made on the
Effective Date as follows:







	 	2.1	 	With respect to Assigned Interests for Term Loans, unless
notice to the contrary is delivered to the Lender from the Administrative
Agent, payment to the Assignor by the Assignee in respect of the Assigned
Interest shall include such compensation to the Assignor as may be agreed upon
by the Assignor and the Assignee with respect to all unpaid interest which has
accrued on the Assigned Interest to but excluding the Effective Date. On and
after the applicable Effective Date, the Assignee shall be entitled to receive
all interest paid or payable with respect to the Assigned Interest, whether
such interest accrued before or after the Effective Date.

	 
	 	2.2	 	With respect to Assigned Interests for Revolving Loans, from
and after the Effective Date, the Administrative Agent shall make all payments
in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but
excluding the Effective Date and to the Assignee for amounts which have accrued
from and after the Effective Date.







	3.	 	General Provisions. This Assignment shall be binding upon, and inure to the benefit
of, the parties hereto and their respective successors and assigns. This Assignment may be
executed in any number of counterparts, which together shall constitute one instrument.
Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall
be effective as delivery of a manually executed counterpart of this Assignment. This
Assignment shall be governed by, and construed in accordance with, the internal laws of the
State of New York without regard to conflict of laws principles thereof.






[Remainder of page intentionally left blank]



EXHIBIT A-6




 

 









 







EXHIBIT B TO

CREDIT AND GUARANTY AGREEMENT




FORM OF CERTIFICATE RE NON-BANK STATUS




1. Reference is made to the Credit and Guaranty Agreement, dated as of May 23, 2007 (as it may
be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein
and not otherwise defined herein being used herein as therein defined), by and among Las Vegas
Sands, LLC (“Borrower”), certain affiliates of Borrower, as Guarantors, the Lenders party thereto
from time to time, The Bank of Nova Scotia, as Administrative Agent and as Collateral Agent,
Goldman Sachs Credit Partners L.P., Lehman Brothers Inc. and Citigroup Global Markets Inc., as
Joint Lead Arrangers and Joint Bookrunners and as Syndication Agents, JPMorgan Chase Bank, N.A., as
Documentation Agent. Pursuant to Section 2.20(c) of the Credit Agreement, the undersigned hereby
certifies that it is not a “bank” or other Person described in Section 881(c)(3) of the Internal
Revenue Code of 1986, as amended.



	 	 	 	 	 
	 	[NAME OF LENDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



EXHIBIT B-1


 


 









 






EXHIBIT C TO

CREDIT AND GUARANTY AGREEMENT




[INTENTIONALLY OMITTED]



EXHIBIT C-1


 


 









 







EXHIBIT D TO

CREDIT AND GUARANTY AGREEMENT




FORM OF COMPLIANCE CERTIFICATE






THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:




1. I am the Chief Financial Officer of LAS VEGAS SANDS, LLC (“Borrower”).



2. I have reviewed the terms of that certain Credit and Guaranty Agreement, dated as of May
23, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the
terms defined therein and not otherwise defined herein being used herein as therein defined), by
and among Borrower, certain affiliates of Borrower, as Guarantors, the Lenders party thereto from
time to time, The Bank of Nova Scotia, as Administrative Agent and as Collateral Agent, Goldman
Sachs Credit Partners L.P., Lehman Brothers Inc. and Citigroup Global Markets Inc., as Joint Lead
Arrangers and Joint Bookrunners and as Syndication Agents, JPMorgan Chase Bank, N.A., as
Documentation Agent, and I have made, or have caused to be made under my supervision, a review in
reasonable detail of the transactions and condition of Borrower and its Subsidiaries during the
accounting period covered by the attached financial statements.



3. The examination described in paragraph 2 above did not disclose, and I have no knowledge
of, the existence of any condition or event which constitutes an Event of Default or Potential
Event of Default during or at the end of the accounting period covered by the attached financial
statements or as of the date of this Certificate, except as set forth in a separate attachment, if
any, to this Certificate, describing in detail, the nature of the condition or event, the period
during which it has existed and the action which Borrower has taken, is taking, or proposes to take
with respect to each such condition or event.



The foregoing certifications, together with the computations set forth in the Annex A hereto
and the financial statements delivered with this Certificate in support hereof, are made and
delivered [                    ],
20_____ ] pursuant to Section 5.1(c) of the Credit Agreement.



	 	 	 	 	 
	 	LAS VEGAS SANDS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Chief Financial Officer 	 



EXHIBIT D-1


 


 









 






ANNEX A TO

COMPLIANCE CERTIFICATE




FOR THE FISCAL [QUARTER] [YEAR] ENDING [mm/dd/yy].




	 	 	 	 	 
	1. Consolidated Adjusted EBITDA: (i) — (ii) =
	 	$	[____,____,____]	 
	 
	 	 	 	 
	(i) (a) Consolidated Net Income:
	 	$	[____,____,____]	 
	 
	 	 	 	 
	(b) Consolidated Interest Expense:
	 	$	[____,____,____]	 
	 
	 	 	 	 
	(c) provisions for taxes based on income to the extent deducted in
calculating Consolidated Net Income:
	 	$	[____,____,____]	 
	 
	 	 	 	 
	(d) total depreciation expense:
	 	$	[____,____,____]	 
	 
	 	 	 	 
	(e) total amortization expense:
	 	$	[____,____,____]	 
	 
	 	 	 	 
	(f) total pre-opening and development expenses:
	 	$	[____,____,____]	 
	 
	 	 	 	 
	(g) total amortization of deferred gain and deferred rent incurred
as a result of the sale of the retail mall space within the Venetian
Facility:
	 	$	[____,____,____]	 
	 
	 	 	 	 
	(h) other non-cash items reducing Consolidated Net
Income1:
	 	$	[____,____,____]	 
	 
	 	 	 	 
	(ii) other non-cash items increasing Consolidated Net Income2:
	 	$	[____,____,____]	 
	 
	 	 	 	 
	2. Consolidated Interest Expense:
	 	$	[____,____,____]	 








 




	 	 	 
	1	 	Excluding any such non-cash item to the extent that it
represents an accrual or reserve for potential cash items in any future period
or amortization of a non-extraordinary cash item prepaid in the ordinary course
of business in a prior period.

	 
	2	 	Excluding any such non-cash item to the extent it
represents the reversal of an accrual or reserve for potential cash
item in any prior period.





EXHIBIT D-2




 


 









 









	 	 	 	 	 
	3. Consolidated Net Income: (i) — (ii) =
	 	$	[____,____,____]	 
	 
	(i) the net income (or loss) of the Credit Parties on a consolidated basis for
such period taken as a single accounting period determined in conformity with
GAAP and before any reduction in respect of preferred stock dividends:
	 	$	[____,____,____]	 
	 
	 	 	 	 
	(ii) (a) the income (or loss) of any Person (other than a Credit Party or a
Restaurant Joint Venture),except to the extent of the amount of dividends or
other distributions actually paid to the Credit Parties by such Person during
such period:
	 	$	[____,____,____]	 
	 
	 	 	 	 
	(b) any amounts accrued that are paid or payable to managers of
Restaurant Joint Ventures as management fees, or to equity owners
(other than Credit Parties) in Restaurant Joint Ventures in
accordance with their percentage of Equity Interests therein:
	 	$	[____,____,____]	 
	 
	 	 	 	 
	(c) the income (or loss) of any Person accrued prior to the date it
is merged into or consolidated with Borrower or any other Credit
Party or that Person’s assets are acquired by Borrower or any other
Credit Party:
	 	$	[____,____,____]	 
	 
	 	 	 	 
	(d) any after-tax gains or losses attributable to (i) Asset Sales
consummated pursuant to Section 6.7(a), (d), (q) or (r), (ii)
returned surplus assets of any Pension Plan or (iii) the disposition
of any Securities or the extinguishment of any Indebtedness of any
Person or any of its restricted subsidiaries:
	 	$	[____,____,____]	 





EXHIBIT D-3



 


 









 





	 	 	 	 	 
	(e) dividends or distributions from any Excluded Subsidiary to
Borrower or any other Credit Party which are used to fund their
share of any applicable tax payments to be made under the Tax
Sharing Agreement:
	 	$	[____,____,____]	 
	 
	 	 	 	 
	(f) the effect of non-cash accounting adjustments resulting from a
change in the tax status of a flow-through tax entity to a
“C-corporation” or other entity taxed similarly:
	 	$	[____,____,____]	 
	 
	 	 	 	 
	(g) any net extraordinary gains or net extraordinary losses:
	 	$	[____,____,____]	 
	 
	 	 	 	 
	(h) any refinancing (or, in the case of the Amendment Agreement,
transaction) costs, amortization or charges (including premiums,
costs, amortization and charges associated with the Amendment
Agreement and the transactions contemplated thereby or any permitted
refinancing of the New Senior Secured Notes, the LVSC Notes or any
of the Obligations):
	 	$	[____,____,____]	 
	 
	 	 	 	 
	4. Consolidated Total Debt: (i) + (ii) — (iii) =
	 	$	[____,____,____]	 
	 
	 	 	 	 
	(i) the aggregate stated balance sheet amount of all Indebtedness of the Credit
Parties (other than any Shareholder Subordinated Indebtedness), determined on a
consolidated basis in accordance with GAAP:
	 	$	[____,____,____]	 
	 
	 	 	 	 
	(ii) all Indebtedness of LVSC that is guaranteed by the Credit Parties:
	 	$	[____,____,____]	 
	 
	(iii) the aggregate stated balance sheet amount of unrestricted Cash and Cash
Equivalents (including, in any event, deposits received from Palazzo Condo Tower
Sales) of the Credit Parties in excess of $75,000,000 determined on a
consolidated basis in accordance with GAAP as of such date:
	 	$	[____,____,____]	 





EXHIBIT D-4



 


 









 





	 	 	 	 	 
	5. Consolidated Interest Coverage Ratio: (i)/(ii) =
	 	 	 	 
	 
	 	 	 	 
	(i) Consolidated Adjusted EBITDA for the four-Fiscal Quarter Period then ended:
	 	$	[____,____,____]	 
	 
	 	 	 	 
	(ii) Consolidated Interest Expense for such four-Fiscal Quarter Period:
	 	$	[____,____,____]	 
	 
	 	 	 	 
	 
	 	Actual:      __.__:1.00
	 
	 	Required:      __.__:1.00
	 
	 	 	 	 
	6. Consolidated Leverage Ratio3: (i)/(ii) =
	 	 	 	 
	 
	 	 	 	 
	(i) Consolidated Total Debt
	 	$	[____,____,____]	 
	 
	 	 	 	 
	(ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ended:
	 	$	[____,____,____]	 
	 
	 	 	 	 
	 
	 	Actual:      __.__:1.00
	 
	 	Required:      __.__:1.00
	7. Consolidated Adjusted EBITDA
	 	 	 	 
	 
	 	 	 	 
	Actual:
	 	$	[____,____,____]	 
	Required:
	 	$	[____,____,____]	 








 




	 	 	 
	3	 	In any period of four consecutive Fiscal Quarters in
which a Permitted Acquisition or Significant Asset Sale occurs, the
Consolidated Leverage Ratio shall be determined on a pro forma basis in
accordance with Section 1.4 of the Credit Agreement.




EXHIBIT D-5



 


 









 









EXHIBIT E TO

CREDIT AND GUARANTY AGREEMENT




FORM OF CONVERSION/CONTINUATION NOTICE




Reference is made to the Credit and Guaranty Agreement, dated as of May 23, 2007 (as it may be
amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and
not otherwise defined herein being used herein as therein defined), by and among Las Vegas Sands,
LLC (“Borrower”), certain affiliates of Borrower, as Guarantors, the Lenders party thereto from
time to time, The Bank of Nova Scotia, as Administrative Agent and as Collateral Agent, Goldman
Sachs Credit Partners L.P., Lehman Brothers Inc. and Citigroup Global Markets Inc., as Joint Lead
Arrangers and Joint Bookrunners and as Syndication Agents, JPMorgan Chase Bank, N.A., as
Documentation Agent.



Pursuant to Section 2.9 of the Credit Agreement, Borrower desires to convert or to continue
the following Loans, each such conversion and/or continuation to be effective as of
[ ]:



1. Tranche B Term Loans:



	 	 	 	 	 
	 

	 	$ [     ,     ,     ]
	 	Eurodollar Rate Loans to be continued with Interest Period of [                    ] month(s)
	 
	 	 	 	 
	 

	 	$[     ,     ,     ]
	 	Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of [                    ] month(s)
	 
	 	 	 	 
	 

	 	$[     ,     ,     ]
	 	Eurodollar Rate Loans to be converted to Base Rate Loans






2. Delayed Draw I Term Loans:



	 	 	 	 	 
	 

	 	$[     ,     ,     ]
	 	Eurodollar Rate Loans to be continued with Interest Period of [                    ] month(s)
	 
	 	 	 	 
	 

	 	$[     ,     ,     ]
	 	Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of [                    ] month(s)
	 
	 	 	 	 
	 

	 	$[     ,     ,     ]
	 	Eurodollar Ratef Loans to be converted to Base Rate Loans






3. Delayed Draw II Term Loans:



	 	 	 	 	 
	 

	 	$[     ,     ,     ]
	 	Eurodollar Rate Loans to be continued with Interest Period of [                    ] month(s)
	 
	 	 	 	 
	 

	 	$[     ,     ,     ]
	 	Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of [                    ] month(s)
	 
	 

	 	$[     ,     ,     ]
	 	Eurodollar Rate Loans to be converted to Base Rate Loans





EXHIBIT E-1



 


 









 






4. Revolving Loans:



	 	 	 	 	 
	 

	 	$[     ,     ,     ]
	 	Eurodollar Rate Loans to be continued with Interest Period of [                    ] month(s)
	 
	 	 	 	 
	 

	 	$[     ,     ,     ]
	 	Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of [                    ] month(s)
	 
	 	 	 	 
	 

	 	$[     ,     ,     ]
	 	Eurodollar Rate Loans to be converted to Base Rate Loans





EXHIBIT E-2



 


 









 





In the case of a conversion to Eurodollar Rate Loans, Borrower hereby certifies that as of the
date hereof, no event that would constitute an Event of Default or a Potential Event of Default has
occurred and is continuing.



	 	 	 	 	 
	Date: [                    ]       	LAS VEGAS SANDS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



EXHIBIT E-3




 


 









 





EXHIBIT F TO

CREDIT AND GUARANTY AGREEMENT




FORM OF COUNTERPART AGREEMENT




This COUNTERPART AGREEMENT, dated [                    ] (this “Counterpart
Agreement”) is delivered pursuant to that certain Credit and Guaranty Agreement, dated as of May
23, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the
terms defined therein and not otherwise defined herein being used herein as therein defined), by
and among Las Vegas Sands, LLC (“Borrower”), certain affiliates of Borrower, as Guarantors, the
Lenders party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent and as
Collateral Agent, Goldman Sachs Credit Partners L.P., Lehman Brothers Inc. and Citigroup Global
Markets Inc., as Joint Lead Arrangers and Joint Bookrunners and as Syndication Agents, JPMorgan
Chase Bank, N.A., as Documentation Agent.




Section 1. Pursuant to Section 5.11 of the Credit Agreement, the undersigned hereby:




2. (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement
and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the
Credit Agreement and agrees to be bound by all of the terms thereof;




3. (b) represents and warrants that each of the representations and warranties set
forth in the Credit Agreement and each other Credit Document and applicable to the
undersigned is true and correct in all material respects both before and after giving effect
to this Counterpart Agreement, except to the extent that any such representation and
warranty relates solely to any earlier date, in which case such representation and warranty
is true and correct in all material respects as of such earlier date;




4. (c) no event has occurred or is continuing as of the date hereof, or will result
from the transactions contemplated hereby on the date hereof, that would constitute an Event
of Default or a Potential Event of Default;




5. (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment
in full of all Obligations when the same shall become due, whether at stated maturity, by
required prepayment, declaration, acceleration, demand or otherwise (including amounts that
would become due but for the operation of the automatic stay under Section 362(a) of the
Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Section 7 of the Credit
Agreement; and




6. (e) the undersigned hereby (i) agrees that this counterpart may be attached to the
Security Agreement, (ii) agrees that the undersigned will comply with all the terms and
conditions of the Security Agreement as if it were an original signatory thereto, (iii)
grants to Collateral Agent a security interest in all of the undersigned’s right, title and
interest in and to all “Collateral” (as such term is defined in the Security Agreement) of
the undersigned, in each case whether now or hereafter existing or in which the undersigned
now has or hereafter acquires an interest and wherever the same
may be located and (iv) delivers to Collateral Agent supplements to all schedules
attached to the Security Agreement. All such Collateral shall be deemed to be part of the
“Collateral” and hereafter subject to each of the terms and conditions of the Security
Agreement.




EXHIBIT F-1




 


 









 






Section 2. The undersigned agrees from time to time, upon request of Administrative Agent, to
take such additional actions and to execute and deliver such additional documents and instruments
as Administrative Agent may reasonably request to effect the transactions contemplated by, and to
carry out the intent of, this Agreement. Neither this Agreement nor any term hereof may be
changed, waived, discharged or terminated, except by an instrument in writing signed by the party
(including, if applicable, any party required to evidence its consent to or acceptance of this
Agreement) against whom enforcement of such change, waiver, discharge or termination is sought.
Any notice or other communication herein required or permitted to be given shall be given in
pursuant to Section 10.1 of the Credit Agreement, and all for purposes thereof, the notice address
of the undersigned shall be the address as set forth on the signature page hereof. In case any
provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations,
or of such provision or obligation in any other jurisdiction, shall not in any way be affected or
impaired thereby.



THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.



[Remainder of page intentionally left blank]



EXHIBIT F-2



 


 









 







IN WITNESS WHEREOF, the undersigned has caused this Counterpart Agreement to be duly executed
and delivered by its duly authorized officer as of the date above first written.



	 	 	 	 	 
	 	[NAME OF SUBSIDIARY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	Address for Notices:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Attention:	 	 
	 

	 	Telecopier	 	 
	 
	 	 	 	 
	with a copy to:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Attention:	 	 
	 

	 	Telecopier	 	 






	 	 	 	 	 
	ACKNOWLEDGED AND ACCEPTED,
as of the date above first written:	 	 
	 
	 	 	 	 
	THE BANK OF NOVA SCOTIA,
as Administrative Agent and Collateral Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
Name:
	 	 
	 
	 	Title:	 	 





EXHIBIT F-3



 


 









 







EXHIBIT G-1 TO

CREDIT AND GUARANTY AGREEMENT




FORM OF DEED OF TRUST (VENETIAN SITE)




See execution version




EXHIBIT G-1-1



 


 










 







EXHIBIT G-2 TO

CREDIT AND GUARANTY AGREEMENT




FORM OF DEED OF TRUST (PALAZZO SITE)




See execution version



EXHIBIT G-2-1



 


 










 







EXHIBIT G-3 TO

CREDIT AND GUARANTY AGREEMENT




FORM OF DEED OF TRUST (CENTRAL PARK WEST SITE)




See execution version



EXHIBIT G-3-1



 


 










 







EXHIBIT G-4 TO

CREDIT AND GUARANTY AGREEMENT




FORM OF DEED OF TRUST (SECC SITE)




See execution version




EXHIBIT G-4-1



 


 










 







EXHIBIT G-5 TO

CREDIT AND GUARANTY AGREEMENT




FORM OF DEED OF TRUST (PALAZZO MALL SITE)




See execution version




EXHIBIT G-5-1



 


 













 





EXHIBIT H-1 TO

CREDIT AND GUARANTY AGREEMENT




FORM OF DELAYED DRAW I TERM LOAN NOTE




			
	 	 	 
	$[____,____,____] May 

  [          ], 2007
	 	New York, New York






FOR VALUE RECEIVED, LAS VEGAS SANDS, LLC, a Nevada limited liability company (“Borrower”),
promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns the aggregate principal amount
of all Delayed Draw I Term Loans made by Payee to Borrower under the Credit Agreement referred to
below.



Borrower also promises to pay interest on the unpaid principal amount hereof, from the date
hereof until paid in full, at the rates and at the times which shall be determined in accordance
with the provisions of that certain Credit and Guaranty Agreement, dated as of May 23, 2007 (as it
may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined), by and among
Borrower, certain affiliates of Borrower, as Guarantors, the Lenders party thereto from time to
time, The Bank of Nova Scotia, as Administrative Agent and as Collateral Agent, Goldman Sachs
Credit Partners L.P., Lehman Brothers Inc. and Citigroup Global Markets Inc., as Joint Lead
Arrangers and Joint Bookrunners and as Syndication Agents, JPMorgan Chase Bank, N.A., as
Documentation Agent.



Borrower shall make principal payments on this Note as set forth in Section 2.12 of the Credit
Agreement.



This Note is one of the “Delayed Draw I Term Loan Notes” in the aggregate principal amount set
forth above and is issued pursuant to and entitled to the benefits of the Credit Agreement, to
which reference is hereby made for a more complete statement of the terms and conditions under
which the Term Loan evidenced hereby was made and is to be repaid.



All payments of principal and interest in respect of this Note shall be made in lawful money
of the United States of America in same day funds at the Principal Office of Administrative Agent
or at such other place as shall be designated in writing for such purpose in accordance with the
terms of the Credit Agreement. Unless and until an Assignment Agreement or Settlement Confirmation
effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted
by Administrative Agent and recorded in the Register, Borrower, each Agent and Lenders shall be
entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced
hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any
part hereof it will make a notation hereon of all principal payments previously made hereunder and
of the date to which interest hereon has been paid; provided, the failure to make a notation of any
payment made on this Note shall not limit or otherwise affect the obligations of Borrower hereunder
with respect to payments of principal of or interest on this Note.



This Note is subject to mandatory prepayment and to prepayment at the option of Borrower, each
as provided in the Credit Agreement.



EXHIBIT H-1-1









 





THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.



Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this
Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be,
due and payable in the manner, upon the conditions and with the effect provided in the Credit
Agreement.



The terms of this Note are subject to amendment only in the manner provided in the Credit
Agreement.



No reference herein to the Credit Agreement and no provision of this Note or the Credit
Agreement shall alter or impair the obligations of Borrower, which are absolute and unconditional,
to pay the principal of and interest on this Note at the place, at the respective times, and in the
currency herein prescribed.



Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, all as
provided in the Credit Agreement, incurred in the collection and enforcement of this Note.
Borrower and any endorsers of this Note hereby waive diligence, presentment, protest, demand notice
of every kind and, to the full extent permitted by law, the right to plead any statute of
limitations as a defense to any demand hereunder.



[Remainder of page intentionally left blank]






EXHIBIT H-1-2









 








IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and delivered by its
officer thereunto duly authorized as of the date and at the place first written above.



	 	 	 	 	 	 	 

	 	 	LAS VEGAS SANDS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 
Name:
	 	 
	 

	 	 	 	Title:	 	 







EXHIBIT H-1-3











 




EXHIBIT H-2 TO

CREDIT AND GUARANTY AGREEMENT




FORM OF REVOLVING LOAN NOTE






			
	 	 	 
	$[ 
1 ][_____,_____,_____]
 May [____], 2007 	 	New York, New York







FOR VALUE RECEIVED, LAS VEGAS SANDS, LLC, a Nevada limited liability company (“Borrower”),
promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns, on or before [     ], the lesser of (a) [1][DOLLARS]
($[1][                    ,                     ,                    ])
and (b) the unpaid principal amount of all advances made by Payee to Borrower as Revolving Loans
under the Credit Agreement referred to below.



Borrower also promises to pay interest on the unpaid principal amount hereof, from the date
hereof until paid in full, at the rates and at the times which shall be determined in accordance
with the provisions of that certain Credit and Guaranty Agreement, dated as of May 23, 2007 (as it
may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined), by and among
Borrower, certain affiliates of Borrower, as Guarantors, the Lenders party thereto from time to
time, The Bank of Nova Scotia, as Administrative Agent and as Collateral Agent, Goldman Sachs
Credit Partners L.P., Lehman Brothers Inc. and Citigroup Global Markets Inc., as Joint Lead
Arrangers and Joint Bookrunners and as Syndication Agents, JPMorgan Chase Bank, N.A., as
Documentation Agent.



This Note is one of the “Revolving Loan Notes” in the aggregate principal amount of
$[_______,______,] and is issued pursuant to and entitled to the benefits of the
Credit Agreement, to which reference is hereby made for a more complete statement of the terms and
conditions under which the Loans evidenced hereby were made and are to be repaid.



All payments of principal and interest in respect of this Note shall be made in lawful money
of the United States of America in same day funds at the Principal Office of Administrative Agent
or at such other place as shall be designated in writing for such purpose in accordance with the
terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment
or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent
and recorded in the Register, Borrower, each Agent and Lenders shall be entitled to deem and treat
Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby
agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will
make a notation hereon of all principal payments previously made hereunder and of the date to which
interest hereon has been paid; provided, the failure to make a notation of any payment made on this
Note shall not limit or otherwise affect the obligations of Borrower hereunder with respect to
payments of principal of or interest on this Note.



This Note is subject to mandatory prepayment and to prepayment at the option of Borrower, each
as provided in the Credit Agreement.



 



	 	 	 
	[1]	 	Lender’s Revolving Credit Commitment





 EXHIBIT H-2-1 






 


 









 







THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.



Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this
Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be,
due and payable in the manner, upon the conditions and with the effect provided in the Credit
Agreement.



The terms of this Note are subject to amendment only in the manner provided in the Credit
Agreement.



No reference herein to the Credit Agreement and no provision of this Note or the Credit
Agreement shall alter or impair the obligations of Borrower, which are absolute and unconditional,
to pay the principal of and interest on this Note at the place, at the respective times, and in the
currency herein prescribed.



Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, all as
provided in the Credit Agreement, incurred in the collection and enforcement of this Note.
Borrower and any endorsers of this Note hereby waive diligence, presentment, protest, demand notice
of every kind and, to the full extent permitted by law, the right to plead any statute of
limitations as a defense to any demand hereunder.



[Remainder of page intentionally left blank]




 EXHIBIT H-2-2 



 


 









 





IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and delivered by its
officer thereunto duly authorized as of the date and at the place first written above.



	 	 	 	 	 	 	 
	 	 	LAS VEGAS SANDS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 
Name:
	 	 
	 

	 	 	 	Title:	 	 






 EXHIBIT H-2-3 



 


 









 





TRANSACTIONS ON

REVOLVING LOAN NOTE




	 	 	 	 	 	 	 	 	 
	 
	 	Amount of Loan
	 	Amount of Principal
	 	Outstanding Principal
	 	Notation
	Date
	 	Made This Date
	 	Paid This Date
	 	Balance This Date
	 	Made By
	 
	 	 
	 	 
	 	 
	 	 
	 






 EXHIBIT H-2-4 





 


 












 




EXHIBIT H-3 TO

CREDIT AND GUARANTY AGREEMENT




FORM OF SWING LINE NOTE




			
	 	 	 
	$[ 1 ][     ,     ,     ]	 	 
	  May [          ], 2007
	 	New York, New York






FOR VALUE RECEIVED, LAS VEGAS SANDS, LLC, a Nevada limited liability company (“Borrower”),
promises to pay to THE BANK OF NOVA SCOTIA, as Swing Line Lender (“Payee”), on or before
[               ]), the lesser of (a) [1][DOLLARS]
($[     ,      ,     ]) and (b) the unpaid principal amount of all
advances made by Payee to Borrower as Swing Line Loans under the Credit Agreement referred to
below.



Borrower also promises to pay interest on the unpaid principal amount hereof, from the date
hereof until paid in full, at the rates and at the times which shall be determined in accordance
with the provisions of that certain Credit and Guaranty Agreement, dated as of May 23, 2007 (as it
may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined), by and among
Borrower, certain affiliates of Borrower, as Guarantors, the Lenders party thereto from time to
time, The Bank of Nova Scotia, as Administrative Agent and as Collateral Agent, Goldman Sachs
Credit Partners L.P., Lehman Brothers Inc. and Citigroup Global Markets Inc., as Joint Lead
Arrangers and Joint Bookrunners and as Syndication Agents, JPMorgan Chase Bank, N.A., as
Documentation Agent.



This Note is the “Swing Line Note” and is issued pursuant to and entitled to the benefits of
the Credit Agreement, to which reference is hereby made for a more complete statement of the terms
and conditions under which the Swing Line Loans evidenced hereby were made and are to be repaid.



All payments of principal and interest in respect of this Note shall be made in lawful money
of the United States of America in same day funds at the Principal Office of Swing Line Lender or
at such other place as shall be designated in writing for such purpose in accordance with the terms
of the Credit Agreement.



This Note is subject to mandatory prepayment and to prepayment at the option of Borrower, each
as provided in the Credit Agreement.



THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.



Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this
Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be,
due and payable in the manner, upon the conditions and with the effect provided in the Credit
Agreement.


 





	 	 	 
	[1]	 	Swing Line Sublimit





EXHIBIT H-3-1



 


 









 





The terms of this Note are subject to amendment only in the manner provided in the Credit
Agreement.



No reference herein to the Credit Agreement and no provision of this Note or the Credit
Agreement shall alter or impair the obligations of Borrower, which are absolute and unconditional,
to pay the principal of and interest on this Note at the place, at the respective times, and in the
currency herein prescribed.



Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, all as
provided in the Credit Agreement, incurred in the collection and enforcement of this Note.
Borrower and any endorsers of this Note hereby waive diligence, presentment, protest, demand notice
of every kind and, to the full extent permitted by law, the right to plead any statute of
limitations as a defense to any demand hereunder.



[Remainder of page intentionally left blank]




EXHIBIT H-3-2




 


 









 







IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and delivered by its
officer thereunto duly authorized as of the date and at the place first written above.



	 	 	 	 	 
	 	LAS VEGAS SANDS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


EXHIBIT H-3-3




 


 









 





	 	 	 	 	 



TRANSACTIONS ON

SWING LINE NOTE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of Loan	 	 	Amount of Principal	 	 	Outstanding Principal	 	 	Notation	 
	Date	 	Made This Date	 	 	Paid This Date	 	 	Balance This Date	 	 	Made By	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






EXHIBIT H-3-4



 


 









 





EXHIBIT H-4 TO

CREDIT AND GUARANTY AGREEMENT




FORM OF TRANCHE B TERM LOAN NOTE




			
	 	 	 
	$[ 1 ][     ,     ,     ]	 	 
	May [          ], 2007
	 	New York, New York






FOR VALUE RECEIVED, LAS VEGAS SANDS, LLC, a Nevada limited liability company (“Borrower”),
promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns the principal amount of
[1][DOLLARS] ($[1][     ,     ,     ]) in the installments referred to
below.



Borrower also promises to pay interest on the unpaid principal amount hereof, from the date
hereof until paid in full, at the rates and at the times which shall be determined in accordance
with the provisions of that certain Credit and Guaranty Agreement, dated as of May 23, 2007 (as it
may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined), by and among
Borrower, certain affiliates of Borrower, as Guarantors, the Lenders party thereto from time to
time, The Bank of Nova Scotia, as Administrative Agent and as Collateral Agent, Goldman Sachs
Credit Partners L.P., Lehman Brothers Inc. and Citigroup Global Markets Inc., as Joint Lead
Arrangers and Joint Bookrunners and as Syndication Agents, JPMorgan Chase Bank, N.A., as
Documentation Agent.



Borrower shall make principal payments on this Note as set forth in Section 2.12 of the Credit
Agreement.



This Note is one of the “Tranche B Term Loan Notes” in the aggregate principal amount of
$[     ,     ,     ] and is issued pursuant to and entitled to the
benefits of the Credit Agreement, to which reference is hereby made for a more complete statement
of the terms and conditions under which the Term Loan evidenced hereby was made and is to be
repaid.



All payments of principal and interest in respect of this Note shall be made in lawful money
of the United States of America in same day funds at the Principal Office of Administrative Agent
or at such other place as shall be designated in writing for such purpose in accordance with the
terms of the Credit Agreement. Unless and until an Assignment Agreement or Settlement Confirmation
effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted
by Administrative Agent and recorded in the Register, Borrower, each Agent and Lenders shall be
entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced
hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any
part hereof it will make a notation hereon of all principal payments previously made hereunder and
of the date to which interest hereon has been paid; provided, the failure to make a notation of any
payment made on this Note shall not limit or otherwise affect the obligations of Borrower hereunder
with respect to payments of principal of or interest on this Note.


 





	 	 	 
	[1]	 	Lender’s Tranche B Term Loan Commitment





EXHIBIT H-4-1




 


 









 









This Note is subject to mandatory prepayment and to prepayment at the option of Borrower, each
as provided in the Credit Agreement.



THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.



Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this
Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be,
due and payable in the manner, upon the conditions and with the effect provided in the Credit
Agreement.



The terms of this Note are subject to amendment only in the manner provided in the Credit
Agreement.



No reference herein to the Credit Agreement and no provision of this Note or the Credit
Agreement shall alter or impair the obligations of Borrower, which are absolute and unconditional,
to pay the principal of and interest on this Note at the place, at the respective times, and in the
currency herein prescribed.



Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, all as
provided in the Credit Agreement, incurred in the collection and enforcement of this Note.
Borrower and any endorsers of this Note hereby waive diligence, presentment, protest, demand notice
of every kind and, to the full extent permitted by law, the right to plead any statute of
limitations as a defense to any demand hereunder.



[Remainder of page intentionally left blank]





EXHIBIT H-4-2




 


 









 







IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and delivered by its
officer thereunto duly authorized as of the date and at the place first written above.



	 	 	 	 	 
	 	LAS VEGAS SANDS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



EXHIBIT H-4-3




 


 









 






EXHIBIT H-5 TO

CREDIT AND GUARANTY AGREEMENT




FORM OF DELAYED DRAW II TERM LOAN NOTE




			
	 	 	 
	$[     ,     ,     ]	 	 
	May [          ], 2007
	 	New York, New York






FOR VALUE RECEIVED, LAS VEGAS SANDS, LLC, a Nevada limited liability company (“Borrower”),
promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns the aggregate principal amount
of all Delayed Draw II Term Loans made by Payee to Borrower under the Credit Agreement referred to
below.



Borrower also promises to pay interest on the unpaid principal amount hereof, from the date
hereof until paid in full, at the rates and at the times which shall be determined in accordance
with the provisions of that certain Credit and Guaranty Agreement, dated as of May 23, 2007 (as it
may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined), by and among
Borrower, certain affiliates of Borrower, as Guarantors, the Lenders party thereto from time to
time, The Bank of Nova Scotia, as Administrative Agent and as Collateral Agent, Goldman Sachs
Credit Partners L.P., Lehman Brothers Inc. and Citigroup Global Markets Inc., as Joint Lead
Arrangers and Joint Bookrunners and as Syndication Agents, JPMorgan Chase Bank, N.A., as
Documentation Agent.



Borrower shall make principal payments on this Note as set forth in Section 2.12 of the Credit
Agreement.



This Note is one of the “Delayed Draw II Term Loan Notes” in the aggregate principal amount
set forth above and is issued pursuant to and entitled to the benefits of the Credit Agreement, to
which reference is hereby made for a more complete statement of the terms and conditions under
which the Term Loan evidenced hereby was made and is to be repaid.



All payments of principal and interest in respect of this Note shall be made in lawful money
of the United States of America in same day funds at the Principal Office of Administrative Agent
or at such other place as shall be designated in writing for such purpose in accordance with the
terms of the Credit Agreement. Unless and until an Assignment Agreement or Settlement Confirmation
effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted
by Administrative Agent and recorded in the Register, Borrower, each Agent and Lenders shall be
entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced
hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any
part hereof it will make a notation hereon of all principal payments previously made hereunder and
of the date to which interest hereon has been paid; provided, the failure to make a notation of any
payment made on this Note shall not limit or otherwise affect the obligations of Borrower hereunder
with respect to payments of principal of or interest on this Note.



This Note is subject to mandatory prepayment and to prepayment at the option of Borrower, each
as provided in the Credit Agreement.



EXHIBIT H-5-1




 


 









 





THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.



Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this
Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be,
due and payable in the manner, upon the conditions and with the effect provided in the Credit
Agreement.



The terms of this Note are subject to amendment only in the manner provided in the Credit
Agreement.



No reference herein to the Credit Agreement and no provision of this Note or the Credit
Agreement shall alter or impair the obligations of Borrower, which are absolute and unconditional,
to pay the principal of and interest on this Note at the place, at the respective times, and in the
currency herein prescribed.



Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, all as
provided in the Credit Agreement, incurred in the collection and enforcement of this Note.
Borrower and any endorsers of this Note hereby waive diligence, presentment, protest, demand notice
of every kind and, to the full extent permitted by law, the right to plead any statute of
limitations as a defense to any demand hereunder.



[Remainder of page intentionally left blank]




EXHIBIT H-5-2




 


 









 







IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and delivered by its
officer thereunto duly authorized as of the date and at the place first written above.



	 	 	 	 	 
	 	LAS VEGAS SANDS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




EXHIBIT H-5-3




 


 









 






EXHIBIT H-6 TO

CREDIT AND GUARANTY AGREEMENT




FORM OF FIRST LIEN INTERCREDITOR AGREEMENT



See attached




EXHIBIT H-6-1




 


 











 




EXHIBIT I TO

CREDIT AND GUARANTY AGREEMENT




FORM OF FUNDING NOTICE




Reference is made to the Credit and Guaranty Agreement, dated as of May 23, 2007 (as it may be
amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and
not otherwise defined herein being used herein as therein defined), by and among Las Vegas Sands,
LLC (“Borrower”), certain affiliates of Borrower, as Guarantors, the Lenders party thereto from
time to time, The Bank of Nova Scotia, as Administrative Agent and as Collateral Agent, Goldman
Sachs Credit Partners L.P., Lehman Brothers Inc. and Citigroup Global Markets Inc., as Joint Lead
Arrangers and Joint Bookrunners and as Syndication Agents, JPMorgan Chase Bank, N.A., as
Documentation Agent.



Pursuant to Section [2.1] or [2.2] or [2.3] of the Credit Agreement, Borrower desires that
Lenders make the following Loans to Borrower in accordance with the applicable terms and conditions
of the Credit Agreement on [          ] (the “Credit Date”):



	 	 	 	 	 	 	 
	 	 	[ Tranche B Term Loans	 	 
	 
	 	 	 	 	 	 
	 

	 	o
	 	Base Rate Loans:
	 	$[      ,     ,      ]
	 
	 	 	 	 	 	 
	 

	 	o
	 	Eurodollar Rate Loans, with an initial	 	 
	 

	 	 	 	Interest Period of          month(s):	 	$[      ,  
   ,      ] ]
	 

	 	 	 	 	 	
	 
	 	 	 	 	 	 
	 	 	[ Delayed Draw I Term Loans	 	 
	 
	 	 	 	 	 	 
	 

	 	o
	 	Base Rate Loans:
	 	$[      ,  
   ,      ]
	 
	 	 	 	 	 	 
	 

	 	o
	 	Eurodollar Rate Loans, with an initial	 	 
	 

	 	 	 	Interest Period of          month(s):	 	$[      ,   
  ,      ] ]
	 

	 	 	 	 	 	
	 
	 	 	 	 	 	 
	 	 	[ Delayed Draw II Term Loans	 	 
	 
	 	 	 	 	 	 
	 

	 	o
	 	Base Rate Loans:
	 	$[      ,   
  ,      ]
	 
	 	 	 	 	 	 
	 

	 	o
	 	Eurodollar Rate Loans, with an initial	 	 
	 

	 	 	 	Interest Period of          month(s):	 	$[      ,   
  ,      ] ]
	 

	 	 	 	 	 	
	 	 	[ Revolving Loans	 	 
	 
	 	 	 	 	 	 
	 

	 	o
	 	Base Rate Loans:
	 	$[      ,   
  ,      ]
	 
	 	 	 	 	 	 
	 

	 	o
	 	Eurodollar Rate Loans, with an initial	 	 
	 

	 	 	 	Interest Period of          month(s):	 	$[      ,   
  ,      ] ]
	 

	 	 	 	 	 	
	 
	 	 	 	 	 	 
	 	 	[ Swing Line Loans:	 	$[      ,   
  ,      ] ]





 


EXHIBIT I-1









 






Borrower hereby certifies that:




(i) after making the Loans requested on the Credit Date, the Total Utilization of
Revolving Commitments shall not exceed the Revolving Commitments then in effect;




(ii) as of the Credit Date, the representations and warranties contained in each of the
Credit Documents are true, correct and complete in all material respects on and as of such
Credit Date to the same extent as though made on and as of such date, except to the extent
such representations and warranties specifically relate to an earlier date, in which case
such representations and warranties are true, correct and complete in all material respects
on and as of such earlier date;




(iii) as of the Credit Date, no event has occurred and is continuing or would result
from the consummation of the borrowing contemplated hereby that would constitute an Event of
Default or a Potential Event of Default.



	 	 	 	 	 
	Date: [         
           ] 	LAS VEGAS SANDS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



EXHIBIT I-2


 


 











 




EXHIBIT J TO

CREDIT AND GUARANTY AGREEMENT




FORM OF INTERCOMPANY SUBORDINATED DEMAND PROMISSORY NOTE




					
	 	 	 	 	 
	Note Number: [      ]
	 	 
	 	Dated: May [      ], 2007






FOR VALUE RECEIVED, LAS VEGAS SANDS, LLC and each of its Restricted Subsidiaries
(collectively, the “Group Members” and each, a “Group Member”) which is a party to this
intercompany subordinated demand promissory note (the “Promissory Note”) promises to pay to the
order of such other Group Member as makes loans to such Group Member (each Group Member which
borrows money pursuant to this Promissory Note is referred to herein as a “Payor” and each Group
Member which makes loans and advances pursuant to this Promissory Note is referred to herein as a
“Payee”), on demand, in lawful money of the United States of America, in immediately available
funds and at the appropriate office of the Payee, the aggregate unpaid principal amount of all
loans and advances heretofore and hereafter made by such Payee to such Payor and any other
indebtedness now or hereafter owing by such Payor to such Payee as shown in the books and records
of such Payee. The failure to show any such Indebtedness or any error in showing such Indebtedness
shall not affect the obligations of any Payor hereunder. Capitalized terms used herein but not
otherwise defined herein shall have the meanings given such terms in the Credit and Guaranty
Agreement, dated as of May 23, 2007 (as amended, restated, supplemented, replaced or otherwise
modified from time to time, the “Credit Agreement”), by and among Las Vegas Sands, LLC, a Nevada
limited liability company, certain of its affiliates, as Guarantors, the Lenders party thereto from
time to time, The Bank of Nova Scotia, as Administrative Agent and as Collateral Agent, Goldman
Sachs Credit Partners L.P., Lehman Brothers Inc. and Citigroup Global Markets Inc., as Joint Lead
Arrangers and Joint Bookrunners and as Syndication Agents, JPMorgan Chase Bank, N.A., as
Documentation Agent.



The unpaid principal amount hereof from time to time outstanding shall bear interest at a rate
equal to the rate as may be agreed upon in writing from time to time by the relevant Payor and
Payee; provided, that, at the Collateral Agent’s option following the occurrence and during
the continuation of an Event of Default under the Credit Agreement (“Secured Debt Default”),
overdue amounts shall bear interest at the rate per annum then applicable to Base Rate Loans (as
defined in the Credit Agreement), plus 2.0% per annum. Interest shall be due and payable
on the last day of each month commencing after the date hereof or at such other times as may be
agreed upon in writing from time to time by the relevant Payor and Payee. Upon demand for payment
of any principal amount hereof, accrued but unpaid interest on such principal amount shall also be
due and payable. Interest shall be paid in lawful money of the United States of America and in
immediately available funds. Interest shall be computed for the actual number of days elapsed on
the basis of a year consisting of 365 days.



Each Payor and any endorser of this Promissory Note hereby waives presentment, demand, protest
and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder
on the part of the holder hereof shall operate as a waiver of such rights.



EXHIBIT J-1

 


 









 





This Promissory Note has been pledged by each Payee to the Collateral Agent for the benefit of
the Secured Parties, as security for such Payee’s obligations, if any, under the Credit
Documents and the LVSC Notes Documents to which such Payee is a party. Each Payor
acknowledges and agrees that the Collateral Agent and the other Secured Parties may exercise all
the rights of the Payees under this Promissory Note during the continuance of an Event of Default
(as defined in the Credit Agreement) and will not be subject to any abatement, reduction,
recoupment, defense, setoff or counterclaim available to such Payor until the Obligations then due
and payable have been paid in full.



Each Payee agrees that any and all claims of such Payee against any Payor or any endorser of
this Promissory Note, or against any of their respective properties, shall be subordinate and
subject in right of payment to the Secured Obligations (as defined in the Security Agreement) until
all of the Secured Obligations then due and payable have been performed and paid in full in cash in
immediately available funds, no letters of credit are outstanding under any Credit Documents and
all commitments to extend credit under any Credit Document have been terminated; provided,
that each Payor may make payments to the applicable Payee so long as no Secured Debt Default shall
have occurred and be continuing; and provided, further, that all loans and advances
made by a Payee pursuant to this Promissory Note shall be received by the applicable Payor subject
to the provisions of the Credit Documents. Notwithstanding any right of any Payee to ask, demand,
sue for, take or receive any payment from any Payor, all rights, Liens and security interests of
such Payee, whether now or hereafter arising and howsoever existing, in any assets of any Payor
(whether constituting part of the security or collateral given to the Collateral Agent or any other
Secured Party to secure payment of all or any part of the Secured Obligations or otherwise) shall
be and hereby are subordinated to the rights of the Collateral Agent or any other Secured Party in
such assets until all Secured Obligations (as defined in the Security Agreement) then due and
payable have been paid in full. Except as permitted by the Credit Documents, the Payees shall have
no right to possession of any such asset or to foreclose upon, or exercise any other remedy in
respect of, any such asset, whether by judicial action or otherwise, unless and until all of the
Secured Obligations (other than unmatured indemnification obligations) shall have been performed
and paid in full in cash in immediately available funds, no letters of credit are outstanding under
any Credit Documents and all commitments have been expired or terminated.



If all or any part of the assets of any Payor, or the proceeds thereof, are subject to any
distribution, division or application to the creditors of any Payor, whether partial or complete,
voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement,
receivership, assignment for the benefit of creditors or any other action or proceeding, or if the
business of any Payor is dissolved or if (except as permitted by the Credit Documents) all or
substantially all of the assets of any Payor are sold, then, and in any such event, any payment or
distribution of any kind or character, whether in cash, securities or other investment property, or
otherwise, which shall be payable or deliverable upon or with respect to any indebtedness of such
Payor to any Payee (“Payor Indebtedness”) shall be paid or delivered directly to the Collateral
Agent for application to any of the Secured Obligations in accordance with the terms of the Credit
Agreement, due or to become due, until the date on which the Secured Obligations (other than
unmatured indemnification obligations) shall have been performed and paid in full in cash in
immediately available funds, no letters of credit shall be outstanding under any Credit Documents
and all commitments to extend credit under any Credit Document shall have expired or been
terminated. Each Payee irrevocably authorizes, empowers and appoints the Collateral Agent as such
Payee’s attorney-



EXHIBIT J-2

 


 









 






in-fact (which appointment is coupled with an interest and is irrevocable and is effective upon the occurrence of an Event of Default) to demand, sue for,
collect and receive every such payment or distribution and give acquittance therefor and to make
and present for and on behalf of such Payee such proofs of claim and take such other action, in the
Collateral Agent’s own name or in the name of such Payee or otherwise, as the Collateral Agent may
deem necessary or advisable for the enforcement of this Promissory Note. Each Payee also agrees to
execute, verify, deliver and file any such proofs of claim in respect of the Payor Indebtedness
requested by the Collateral Agent. The Collateral Agent may vote such proofs of claim in any such
proceeding (and the applicable Payee shall not be entitled to withdraw such vote), receive and
collect any and all dividends or other payments or disbursements made on Payor Indebtedness in
whatever form the same may be paid or issued and apply the same on account of any of the Secured
Obligations in accordance with the Credit Agreement. Upon the occurrence and during the
continuance of any Secured Debt Default, should any payment, distribution, security or other
investment property or instrument or any proceeds thereof be received by any Payee upon or with
respect to Payor Indebtedness owing to such Payee prior to such time as the Secured Obligations
(other than unmatured indemnification obligations) have been performed and paid in full in cash in
immediately available funds, no letters of credit are outstanding under any Credit Document and all
commitments to extend credit under any Credit Document have expired or been terminated, such Payee
shall receive and hold the same in trust, as trustee, for the benefit of the Collateral Agent and
the Secured Parties, and shall forthwith deliver the same to the Collateral Agent, for the benefit
of the Secured Parties, in precisely the form received (except for the endorsement or assignment of
such Payee where necessary or advisable in the Collateral Agent’s judgment), for application to any
of the Secured Obligations in accordance with the Credit Agreement, due or not due, and, until so
delivered, the same shall be segregated from the other assets of such Payee and held in trust by
such Payee as the property of the Collateral Agent, for the benefit of the Secured Parties. If
such Payee fails to make any such endorsement or assignment to the Collateral Agent, the Collateral
Agent or any of its officers, employees or representatives are hereby irrevocably authorized to
make the same. Each Payee agrees that until the Secured Obligations (other than unmatured
indemnification obligations) have been performed and paid in full in cash in immediately available
funds, no letters of credit are outstanding under any Credit Document and all commitments to extend
credit under any Credit Document have expired or been terminated, such Payee will not, except as
otherwise permitted by the Credit Agreement, (i) assign or transfer, or agree to assign or
transfer, to any Person (other than in favor of the Collateral Agent for the benefit of the Secured
Parties pursuant to the Collateral Documents or otherwise) any claim such Payee has or may have
against any Payor, (ii) discount or extend the time for payment of any Payor Indebtedness, or (iii)
otherwise amend, modify, supplement, waive or fail to enforce any provision of this Promissory
Note.



The Secured Parties shall be third party beneficiaries hereof and shall be entitled to enforce
the subordination and other provisions hereof.



This Note, the Credit Documents, and the exercise of all rights, powers and remedies
thereunder, are subject to all applicable provisions of the Nevada Gaming Control Act, as amended
from time to time, and the regulations of the Commission promulgated thereunder, as amended from
time to time. Notwithstanding anything to the contrary contained herein or in the Credit
Documents, nothing therein shall be construed at any time to constitute a pledge of the
 shares of common stock of the Payor, any restriction on the transfer of the shares of common
stock of the Payor or any agreement not to encumber the shares of common stock of the Payor.



EXHIBIT J-3

 


 









 





Notwithstanding anything to the contrary contained herein, in any other Credit Document or in
any such promissory note or other instrument, this Promissory Note (i) replaces and supersedes any
and all promissory notes or other instruments which create or evidence any loans or advances made
on or before the date hereof by any Group Member to any other Group Member, and (ii) shall not be
deemed replaced, superseded or in any way modified by any promissory note or other instrument
entered into on or after the date hereof which purports to create or evidence any loan or advance
by any Group Member to any other Group Member.



THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS PROMISSORY NOTE
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.



From time to time after the date hereof, additional subsidiaries of the Group Members may
become parties hereto by executing a counterpart signature page to this Promissory Note (each
additional subsidiary, an “Additional Payor”). Upon delivery of such counterpart signature page to
the Payees, notice of which is hereby waived by the other Payors, each Additional Payor shall be a
Payor and shall be as fully a party hereto as if such Additional Payor were an original signatory
hereof. Each Payor expressly agrees that its obligations arising hereunder shall not be affected
or diminished by the addition or release of any other Payor hereunder. This Promissory Note shall
be fully effective as to any Payor that is or becomes a party hereto regardless of whether any
other Person becomes or fails to become or ceases to be a Payor hereunder.



This Promissory Note may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.



[Signature page follows]



EXHIBIT J-4

 


 









 







IN WITNESS WHEREOF, each Payor has caused this Intercompany Subordinated Demand Promissory
Note to be executed and delivered by its proper and duly authorized officer as of the date set
forth above.



	 	 	 	 	 
	 	LAS VEGAS SANDS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	INTERFACE GROUP-NEVADA, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	LIDO CASINO RESORT HOLDING COMPANY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	LIDO INTERMEDIATE HOLDING COMPANY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



EXHIBIT J-5

 


 









 





	 	 	 	 	 
	 	MALL INTERMEDIATE HOLDING COMPANY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	PALAZZO CONDO TOWER, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	PHASE II MALL HOLDING, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	PHASE II MALL SUBSIDIARY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	SANDS PENNSYLVANIA, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




EXHIBIT J-6


 


 









 





	 	 	 	 	 
	 	VENETIAN CASINO RESORT, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	VENETIAN MARKETING, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	VENETIAN TRANSPORT LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	VENETIAN VENTURE DEVELOPMENT, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



EXHIBIT J-7

 


 









 






ENDORSEMENT





FOR VALUE RECEIVED, each of the undersigned does hereby sell, assign and transfer to
                     all of its right, title and interest in and to the Intercompany Subordinated Demand
Promissory Note, dated May 23, 2007 (as amended, restated, supplemented, replaced or otherwise
modified from time to time, the “Promissory Note”), made by Las Vegas Sands, LLC, a Nevada limited
liability company, (“Company”), and certain Subsidiaries of the Company or any other Person that is
or becomes a party thereto, and payable to the undersigned. This endorsement is intended to be
attached to the Promissory Note and, when so attached, shall constitute an endorsement thereof.



The initial undersigned shall be the Group Members (as defined in the Promissory Note) party
to the Secured Debt Documents on the date of the Promissory Note. From time to time after the date
thereof, additional subsidiaries of the Group Members shall become parties to the Promissory Note
(each, an “Additional Payee”) and a signatory to this endorsement by executing a counterpart
signature page to the Promissory Note and to this endorsement. Upon delivery of such counterpart
signature page to the Payors, notice of which is hereby waived by the other Payees, each Additional
Payee shall be a Payee and shall be as fully a Payee under the Promissory Note and a signatory to
this endorsement as if such Additional Payee were an original Payee under the Promissory Note and
an original signatory hereof. Each Payee expressly agrees that its obligations arising under the
Promissory Note and hereunder shall not be affected or diminished by the addition or release of any
other Payee under the Promissory Note or hereunder. This endorsement shall be fully effective as
to any Payee that is or becomes a signatory hereto regardless of whether any other Person becomes
or fails to become or ceases to be a Payee to the Promissory Note or hereunder.




Dated: May [         ], 2007



[Signature page follows]




EXHIBIT J-8

 


 









 







	 	 	 	 	 
	 	LAS VEGAS SANDS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 	 	 
	 	INTERFACE GROUP-NEVADA, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 	 	 
	 	LIDO CASINO RESORT HOLDING COMPANY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 	 	 
	 	LIDO INTERMEDIATE HOLDING COMPANY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 	 	 
	 	MALL INTERMEDIATE HOLDING COMPANY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




EXHIBIT J-9

 


 









 






	 	 	 	 	 
	 	PALAZZO CONDO TOWER, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	PHASE II MALL HOLDING, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	PHASE II MALL SUBSIDIARY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	SANDS PENNSYLVANIA, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	VENETIAN CASINO RESORT, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


EXHIBIT J-10

 


 









 





	 	 	 	 	 
	 	VENETIAN MARKETING, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	VENETIAN TRANSPORT LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	VENETIAN VENTURE DEVELOPMENT, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


EXHIBIT J-11

 


 









 







EXHIBIT K TO

CREDIT AND GUARANTY AGREEMENT




FORM OF ISSUANCE NOTICE





Reference is made to the Credit and Guaranty Agreement, dated as of May 23, 2007 (as it may be
amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and
not otherwise defined herein being used herein as therein defined), by and among Las Vegas Sands,
LLC (“Borrower”), certain affiliates of Borrower, as Guarantors, the Lenders party thereto from
time to time, The Bank of Nova Scotia, as Administrative Agent and as Collateral Agent, Goldman
Sachs Credit Partners L.P., Lehman Brothers Inc. and Citigroup Global Markets Inc., as Joint Lead
Arrangers and Joint Bookrunners and as Syndication Agents, JPMorgan Chase Bank, N.A., as
Documentation Agent.



Pursuant to Section 2.4 of the Credit Agreement, Borrower desires a Letter of Credit to be
issued in accordance with the terms and conditions of the Credit Agreement on [          ]
(the “Credit Date”) in an aggregate face amount of $[     ,       ,      ].




Attached hereto for each such Letter of Credit are the following:




(a) the proposed date of issuance;




(b) the stated amount of such Letter of Credit;




(c) the name and address of the beneficiary;




(d) the expiration date; and



(e) either (i) the verbatim text of such proposed Letter of Credit, or (ii) a description of
the proposed terms and conditions of such Letter of Credit, including a precise description of any
documents to be presented by the beneficiary which, if presented by the beneficiary prior to the
expiration date of such Letter of Credit, would require the Issuing Lender to make payment under
such Letter of Credit.




Borrower hereby certifies that:



(i) after issuing such Letter of Credit requested on the Credit Date, the Total Utilization of
Revolving Commitments shall not exceed the Revolving Commitments then in effect;



(ii) as of the Credit Date, the representations and warranties contained in each of the Credit
Documents are true, correct and complete in all material respects on and as of such Credit Date to
the same extent as though made on and as of such date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case such representations and
warranties are true, correct and complete in all material respects on and as of such earlier date;



EXHIBIT K-1

 


 









 





(iii) as of such Credit Date, no event has occurred and is continuing or would result from the
consummation of the issuance contemplated hereby that would constitute an Event of Default or a
Potential Event of Default.



	 	 	 	 	 
	Date: [                    ]       	LAS VEGAS SANDS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



EXHIBIT K-2

 


 









 







EXHIBIT L TO

CREDIT AND GUARANTY AGREEMENT




FORM OF JOINDER AGREEMENT





THIS JOINDER AGREEMENT, dated as of [                    , 20     ] (this “Agreement”), by and among
[NEW LENDERS] (each a “Lender” and collectively the “Lenders”), Las Vegas Sands, LLC (“Borrower”),
certain affiliates of Borrower, as Guarantors, the Lenders party hereto from time to time, The Bank
of Nova Scotia, as Administrative Agent and as Collateral Agent, Goldman Sachs Credit Partners
L.P., Lehman Brothers Inc. and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint
Bookrunners and as Syndication Agents, JPMorgan Chase Bank, N.A., as Documentation Agent.



RECITALS:




WHEREAS, reference is hereby made to the Credit and Guaranty Agreement, dated as of May 23,
2007 (as it may be amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as
therein defined), by and among Borrower, certain affiliates of Borrower, as Guarantors, the Lenders
party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent and as Collateral
Agent, Goldman Sachs Credit Partners L.P., Lehman Brothers Inc. and Citigroup Global Markets Inc.,
as Joint Lead Arrangers and Joint Bookrunners and as Syndication Agents, JPMorgan Chase Bank, N.A.,
as Documentation Agent; and



WHEREAS, subject to the terms and conditions of the Credit Agreement, Borrower may increase
the existing Revolving Loan Commitments and/or provide New Term Loan Commitments by entering into
one or more Joinder Agreements with the New Term Loan Lenders and/or New Revolving Loan Lenders, as
applicable.



NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants
herein contained, the parties hereto agree as follows:



Each Lender party hereto hereby agrees to commit to provide its respective Commitment as set
forth on Schedule A annexed hereto, on the terms and subject to the conditions set forth below:



Each Lender (i) confirms that it has received a copy of the Credit Agreement and the other
Credit Documents, together with copies of the financial statements referred to therein and such
other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Joinder Agreement (this “Agreement”); (ii) agrees that it will,
independently and without reliance upon the Administrative Agent or any other Lender or Agent and
based on such documents and information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints
and authorizes Administrative Agent and Syndication Agent to take such action as agent on its
behalf and to exercise such powers under the Credit Agreement and
the other Credit Documents as are delegated to Administrative Agent and Syndication Agent, as
the case may be, by the terms thereof, together with such powers as are reasonably incidental
thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations
which by the terms of the Credit Agreement are required to be performed by it as a Lender.


EXHIBIT L-1


 


 









 





Each Lender hereby agrees to make its Commitment on the following terms and
conditions1:




	1.	 	Applicable Margin. The Applicable Margin for each Series [     ] New Term
Loan shall mean, as of any date of determination, [     ]% per
annum2.







	2.	 	Principal Payments. Borrower shall make principal payments on the Series
[     ] New Term Loans in installments on the dates and in the amounts set
forth below:






	 	 	 	 
	 	 	(B)
	(A)	 	Scheduled
	Payment	 	Repayment of
	Date	 	Series [     ] New Term Loans
	 
	 	$	                    
	 
	 	$	                    
	 
	 	$	                    
	 
	 	$	                    
	 
	 	$	                    
	 
	 	$	                    
	 
	 	$	                    
	 
	 	$	                    
	 
	 	$	                    
	 
	 	$	                    
	 
	 	$	                    








 




	 	 	 
	1	 	Insert completed items 1-7 as applicable, with respect
to New Term Loans with such modifications as
may be agreed to by the parties hereto to the extent consistent with Section
2.24 of the Credit Agreement.

	 
	2	 	Insert grid or other step-downs if appropriate.




EXHIBIT L-2

 


 









 









	 	 	 	 	 
	 	 	(B)	 
	(A)	 	Scheduled	 
	Payment	 	Repayment of	 
	Date	 	Series [ ] New Term Loans	 
	 
	 	$	                    	 
	 
	 	$	                    	 
	 
	 	$	                    	 
	TOTAL
	 	$	                    	 







	3.	 	Voluntary and Mandatory Prepayments. Scheduled installments of principal of the
[Series [     ]] New Term Loans set forth above shall be reduced in connection with
any voluntary or mandatory prepayments of the [Series [     ]] New Term Loans in
accordance with Sections 2.13 and 2.14 of the Credit Agreement respectively; and
provided further, that the final installment payable by Borrower in respect of
the [Series [     ]] New Term Loans on such date shall be in an amount, if such
amount is different from the amount specified above, sufficient to repay all amounts owing by
Borrower under the Credit Agreement with respect to the [Series [     ]] New Term
Loans.







	4.	 	Prepayment Fees. Borrower agrees to pay to each [New Term Loan Lender] the following
prepayment fees, if any: [                    ].






[Insert other additional prepayment provisions with respect to New Term Loans]





	[ 5.	 	 Other Fees. Borrower agrees to pay each [New Term
Loan Lender] [New Revolving Lender] its Pro Rata Share of an aggregate
fee equal to [            
              ,   
   ] on [           
               ,  
   ].]3







	6.	 	Proposed Borrowing/Establishment of Commitments. This Agreement represents Borrower’s
request to [borrow [Series [     ] New Term Loans] from New Term Loan Lender as follows
(the “Proposed Borrowing”)][establish New Revolving Loan Commitments from New Revolving Loan
Lender as followings (the “Proposed Commitments”):







a. Business Day of Proposed {Borrowing/Commitments]:



                    ,      





b. Amount of Proposed [Borrowing/Commitments]:



$                                        






 




	 	 	 
	3	 	If applicable.






EXHIBIT L-3









 










			
	[c.          Interest rate option:	 	o a. Base Rate Loan(s)

o b. Eurodollar Rate Loans

        with an initial Interest

        Period of ____ month(s)]







	7.	 	[New Lenders. Each [New Term Loan Lender] [New Revolving Loan Lender] acknowledges and
agrees that upon its execution of this Agreement [and the making of [New Term Loans] Series
      New Term Loans] that such [New Term Loan Lender] [New Revolving Loan Lender] shall become
a “Lender” under, and for all purposes of, the Credit Agreement and the other Credit
Documents, and shall be subject to and bound by the terms thereof, and shall perform all the
obligations of and shall have all rights of a Lender thereunder.]4







	8.	 	Credit Agreement Governs. Except as set forth in this Agreement, [New Revolving Loans]
[Series [     ] New Term Loans] shall otherwise be subject to the provisions of the Credit
Agreement and the other Credit Documents.







	9.	 	Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to
the best of his or her knowledge, and Borrower hereby certify that:







	 	i.	 	The representations and warranties contained in the Credit
Agreement and the other Credit Documents are true and correct in all material
respects on and as of the date hereof to the same extent as though made on and
as of the date hereof, except to the extent such representations and
warranties specifically relate to an earlier date, in which case such
representations and warranties were true and correct in all material respects
on and as of such earlier date;







	 	ii.	 	No event has occurred and is continuing or would result from
the consummation of the Proposed Borrowing contemplated hereby that would
constitute a Potential Event of Default or an Event of Default; and







	 	iii.	 	Borrower has performed in all material respects all
agreements and satisfied all conditions which the Credit Agreement provides
shall be performed or satisfied by it on or before the date hereof.







	10.	 	Borrower Covenants. By its execution of this Agreement, Borrower hereby covenants that:







	 	i.	 	[Borrower shall make any payments required pursuant to
Section 2.18(c) of the Credit Agreement in connection with the New Revolving
Loan Commitments;]5







	 	ii.	 	Borrower shall deliver or cause to be delivered the following
legal opinions and documents: [                    ], together with all other legal
opinions and other documents reasonably requested by Administrative Agent in
connection with this Agreement; and







	 	iii.	 	Set forth on the attached Officers’ Certificate are the
calculations (in reasonable detail) demonstrating compliance with the
financial tests described in Section 6.6 of the Credit Agreement.







 




	 	 	 
	4	 	Insert bracketed language if the lending institution is
not already a Lender.

	 
	5	 	Select this provision in the circumstance where the
Lender is a New Revolving Loan Lender.




EXHIBIT L-4



 


 









 








	11.	 	Eligible Assignee. By its execution of this Agreement, each [New Term Loan Lender] [New
Revolving Loan Lender] represents and warrants that it is an Eligible Assignee.







	12.	 	Notice. For purposes of the Credit Agreement, the initial notice address of each [New Term
Loan Lender] [New Revolving Loan Lender] shall be as set forth below its signature below.







	13.	 	Non-US Lenders. For each [New Revolving Loan Lender] [New Term Loan Lender] that is a Non-US
Lender, delivered herewith to Administrative Agent are such forms, certificates or other
evidence with respect to United States federal income tax withholding matters as such [New
Revolving Loan Lender] [New Term Loan Lender] may be required to deliver to Administrative
Agent pursuant to subsection 2.20(c) of the Credit Agreement.







	14.	 	Recordation of the New Loans. Upon execution and delivery hereof, Administrative Agent will
record the [Series [_____] New Term Loans] [New Revolving Loans] made by [New Term Loan Lenders]
[New Revolving Loan Lenders] in the Register.







	15.	 	Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived
except by an instrument or instruments in writing signed and delivered on behalf of each of
the parties hereto.







	16.	 	Entire Agreement. This Agreement, the Credit Agreement and the other Credit Documents
constitute the entire agreement among the parties with respect to the subject matter hereof
and thereof and supersede all other prior agreements and understandings, both written and
verbal, among the parties or any of them with respect to the subject matter hereof.






EXHIBIT L-5



 


 









 






	17.	 	GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.







	18.	 	Severability. Any term or provision of this Agreement which is invalid or unenforceable in
any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such
invalidity or unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting
the validity or enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable,
the provision shall be interpreted to be only so broad as would be enforceable.









	19.	 	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed
to be an original, but all of which shall constitute one and the same agreement.






[Remainder of page intentionally left blank]



EXHIBIT L-6



 


 









 







7. IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Joinder Agreement as of [                    ,
 _____].



	 	 	 	 	 
	 	[NAME OF LENDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Notice Address:




Attention:

Telephone:

Facsimile:




	 	 	 	 	 
	 	LAS VEGAS SANDS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	[NAME OF SUBSIDIARY]
	 



	 	 	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




EXHIBIT L-7









 





Consented to By:




THE BANK OF NOVA SCOTIA,

as Administrative Agent




	 	 	 
	By:
	 	 
	 

       Name:

	 	 
	       Title:
	 	 





EXHIBIT L-8

 


 









 





SCHEDULE A

TO JOINDER AGREEMENT




	 	 	 	 	 	 
	Name of Lender	 	Type of Commitment	 	Amount
	[                    ]

	 	[New Term Loan
Commitment] [New
Revolving Loan
Commitment]
	 	$	                    
	 
	 	 	 	 	 
	 

	 	Total: 	 	$	                    





EXHIBIT L-9

 


 









 







EXHIBIT M

CREDIT AND GUARANTY AGREEMENT




FORM OF SECURITY AGREEMENT




See execution version




EXHIBIT M-1

 


 









 







EXHIBIT N TO

CREDIT AND GUARANTY AGREEMENT




[INTENTIONALLY OMITTED]



EXHIBIT N-1


 


 









 







EXHIBIT O TO

CREDIT AND GUARANTY AGREEMENT

LOAN NO.                     




TENANT:                                        




FORM OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT




A. THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “Agreement”) is
entered into by and among                                         , a                                
          (“Tenant”), whose
address is                                         ,                                          a                                          (“Landlord”),
whose address is                                          and the BANK OF NOVA SCOTIA, in its capacity as Collateral
Agent under the Deed of Trust (as defined below) (in such capacity, the “Collateral
Agent”), whose addresses are (i) GWS — Loan Operations, 720 King Street West, 2nd Floor, c/o
Central Mail Room, 44 King Street West, Toronto, Ontario M5H 1H1, Canada, Attention: John Hall, and
(ii) 21st Floor, 580 California Street, San Francisco, California 94104, Attention: Alan Pendergast
and Chris Osborn.



WITNESSETH:




B. WHEREAS, Landlord, or its successor or designee, is the owner in fee simple of the real property
described in Exhibit A attached hereto, together with the improvements thereon (collectively, the
“Property”);



C. WHEREAS, Landlord (or its predecessor-in-title) and Tenant have entered into a certain [Lease
Agreement] (as the same may have been or may hereafter be amended, modified, renewed, extended or
replaced, the “Lease”), dated                     , leasing to Tenant a portion of the Property
(the “Premises”);



D. WHEREAS, it is contemplated that pursuant to a certain Credit and Guaranty Agreement to be
entered into in or around May 2007 (the “Credit Agreement”), among Las Vegas Sands, LLC
(the “Borrower”), certain subsidiaries of the Borrower, as Guarantors, the lenders listed
from time to time party thereto (the “Lenders”), the Bank of Nova Scotia, as Administrative
Agent for the Lenders thereunder (the “Administrative Agent”), and each of the other
agents and arrangers party thereto, the Lenders will make certain loans to the Borrower (the
“Loans”), which may be evidenced by one or more of the Borrower’s promissory notes (the
“Note”), which will be guaranteed by certain subsidiaries of the Borrower and secured by,
among other things, a certain Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and
Leases, Security Agreement and Fixture Filing (the “Deed of Trust”) in favor of the
Collateral Agent encumbering the Property;



EXHIBIT O-1

 


 









 





E. WHEREAS, the Deed of Trust also secures the obligations of certain affiliates of the Borrower
under those certain $250,000,000 principal amount 6.375% Senior Notes due 2015;



F. WHEREAS, Collateral Agent, Landlord and Tenant desire to confirm their understanding with
respect to the Lease and the Loans and the rights of Tenant and the Lenders thereunder.



G. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



1. Subordination. Notwithstanding anything to the contrary set forth in the Lease,
Tenant hereby subordinates and subjects the Lease and the leasehold estate created thereby and all
of Tenant’s rights thereunder to the Deed of Trust and the liens thereof and all advances of the
Lenders and rights of the Collateral Agent thereunder and to any and all renewals, modifications,
consolidations, replacements and extensions thereof, as fully and as if the Deed of Trust and all
of its renewals, modifications, consolidations, replacements and extensions had been executed,
delivered and recorded prior to execution of the Lease. Without affecting the foregoing
subordination, the Collateral Agent and any other secured party under the Deed of Trust may, from
time to time: (a) extend, in whole or in part, by renewal or otherwise, the terms of payment or
performance of any obligation secured by the Deed of Trust; (b) release, surrender, exchange or
modify any obligation secured by the Deed of Trust, or any security for such obligation; or (c)
settle or compromise any claim with respect to any obligation secured by the Deed of Trust or
against any person who has given security for any such obligation.



2. Non-Disturbance. If, at any time, the Collateral Agent or any person or entity or
any of their successors or assigns who shall acquire the interest of Landlord under the Lease
through a foreclosure of the Deed of Trust, the exercise of the power of sale under the Deed of
Trust, a deed-in-lieu of foreclosure, an assignment-in-lieu of foreclosure or otherwise (each, a
“New Owner”) shall succeed to the interests of Landlord under the Lease, so long as the
Lease is then in full force and effect, Tenant complies with this Agreement and no default or event
that, with the passage of time or giving of notice, or both, would constitute a default on the part
of Tenant (collectively, a “Default”) exists under the Lease, the Lease shall continue in
full force and effect as a direct lease between the New Owner and Tenant, upon and subject to all
of the terms, covenants and conditions of the Lease, for the balance of the term thereof. Tenant
hereby agrees to attorn to and accept any such New Owner as landlord under the Lease and to be
bound by and perform all of the obligations imposed by the Lease, and the Collateral Agent, or any
such New Owner of the Property, agrees that it will not disturb the possession of Tenant and will
be bound by all of the obligations imposed on the Landlord by the Lease; provided, however, that
any New Owner shall not be:


(a) liable for any act or omission of a prior landlord (including Landlord) arising prior to
the date upon which the New Owner shall succeed to the interests of Landlord under the Lease; or



(b) subject to any claims, offsets or defenses which Tenant might have against any prior
landlord (including Landlord) arising prior to the date upon which the New Owner shall succeed to
the interests of Landlord under the Lease; or






EXHIBIT O-2









 






(c) except as permitted by the Credit Agreement, bound by any rent or additional rent which
Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess
of one (1) month or by any security deposit, cleaning deposit or other prepaid charge which Tenant
might have paid in advance to any prior landlord (including Landlord), except to the extent that
such New Owner actually comes into exclusive possession of the same; or



(d) bound by any assignment (except as permitted by the Lease), surrender, release, waiver,
cancellation, amendment or modification of the Lease made without the written consent of the
Collateral Agent (acting at the direction of the Administrative Agent); or



(e) responsible for the making of any improvement to the Property or repairs in or to the
Property in the case of damage or destruction of the Property or any part thereof due to fire or
other casualty or by reason of condemnation unless such New Owner shall be obligated under the
Lease to make such repairs and shall have received insurance proceeds or condemnation awards
sufficient to finance the completion of such repairs;



(f) or obligated to make any payment to Tenant except for the timely return of any security
deposit actually received by such New Owner.



Nothing contained herein shall prevent the Collateral Agent from naming or joining Tenant in
any foreclosure or other action or proceeding initiated by the Collateral Agent pursuant to the
Deed of Trust to the extent necessary under applicable law in order for the Collateral Agent to
avail itself of and complete the foreclosure or other remedy, but such naming or joinder shall not
be in derogation of the rights of Tenant as set forth in this Agreement.



3. Cure by Lender of Landlord Defaults. Tenant hereby agrees that from and after the
date hereof, in the event of any act or omission by Landlord which would give Tenant the right,
either immediately or after the lapse of time, to terminate or cancel the Lease or to claim a
partial or total eviction, or to abate or reduce rent, Tenant will not exercise any such right
until it has given written notice of such act or omission to the Collateral Agent, and the
Collateral Agent has failed within thirty (30) days after both receipt of such notice by the
Collateral Agent and the time when the Collateral Agent shall have become entitled under the Deed
of Trust to remedy the same, to commence to cure such act or omission within such period and
thereafter diligently prosecute such cure to completion, provided that in the event the Collateral
Agent cannot commence such
cure without possession of the Property, Tenant will not exercise any such right if the
Collateral Agent commences judicial or non-judicial proceedings to obtain possession within such
period and thereafter diligently prosecutes such efforts and cure to completion; further, Tenant
shall not, as to the Collateral Agent, require cure of any such act or omission which is not
susceptible to cure by the Collateral Agent.





EXHIBIT O-3









 





4. Payments to Lender and Exculpation of Tenant. Tenant is hereby notified that the
Lease and the rent and all other sums due thereunder have been collaterally assigned to the
Collateral Agent. In the event that the Collateral Agent or any future party to whom the Collateral
Agent may assign the Deed of Trust notifies Tenant of a default under the Deed of Trust and directs
that Tenant pay its rent and all other sums due under the Lease to the Collateral Agent or to such
assignee, Tenant shall honor such direction without inquiry and pay its rent and all other sums due
under the Lease in accordance with such notice. Landlord agrees that Tenant shall have the right to
rely on any such notice from the Collateral Agent or any such assignee without incurring any
obligation or liability to Landlord, and Tenant is hereby instructed to disregard any notice to the
contrary received from Landlord or any third party.




5. Estoppel. Tenant hereby states, declares, represents and warrants as follows:



(a) The description of the Lease in the recitals hereof is true, correct and complete,
including all amendments, supplements and modifications thereto. Concurrently herewith, Tenant is
delivering to Landlord a true, correct and complete copy of the Lease, certified to be so pursuant
to a Certificate in the form attached hereto as Exhibit B, which is not intended to be
recorded. Tenant has properly executed the Lease and the Lease is in full force and effect.



(b) As of the date hereof, Tenant is occupying and paying rent on a current basis for all of
the Premises. The minimum monthly or base rent currently being paid by Tenant is $                     per
month. If applicable, percentage rent due under the Lease has been paid through                     , and the
amount of percentage rent for the last period paid was $                    . Taxes, insurance, common area
maintenance, and any other applicable charges due under the Lease have been paid through
                                        . No prepayments of rentals due under the Lease have been made. Further, no
security or deposits as security have been made under the Lease, except for the sum of $                    ,
in cash, which has been deposited by Tenant with Landlord pursuant to the terms of the Lease.
Tenant is not entitled to any concession, abatement, allowance or free or reduced rent for any
period after the date hereof, except                                                             .



(c) Tenant has accepted possession of the Premises under the Lease, and all items of an
executory nature relating thereto to be performed by Landlord have been completed, including, but
not limited to, completion of construction thereof (and all other improvements required under the
Lease) in accordance with applicable plans and specifications and applicable law and within the
time periods set forth in the Lease, and the payment by Landlord of any contribution towards work
to be performed by Tenant under the Lease, except as follows (if none, so state):
                                        .





EXHIBIT O-4









 





(d) The Premises shall be expanded by the addition of the following space on the dates
hereinafter indicated (if none, so state).                                         



(e) Tenant acknowledges that the initial term of the Lease commenced on                      and is
scheduled to expire on. Tenant has no option to renew or extend the lease term, except as set
forth in the Lease. Tenant has no option to terminate the Lease except as set forth in the Lease.



(f) No default or event that with the passage of time or notice would constitute a default (a
“Default”) on the part of Tenant exists under the Lease in the performance of the terms,
covenants and conditions of the Lease required to be performed on the part of Tenant. To the
knowledge of Tenant, no Default on the part of Landlord exists under the Lease in the performance
of the terms, covenants and conditions of the Lease required to be performed on the part of
Landlord.



(g) Tenant has not assigned, sublet, transferred, hypothecated or otherwise disposed of its
interest in the Lease and/or the Premises, or any part thereof.



(h) There have been no promises or representations made to Tenant by Landlord concerning the
Lease or the Premises not contained in the Lease.



(i) Neither the Lease nor any obligations of Tenant thereunder have been guaranteed by any
person or entity, except as follows (if none, so state):



 




(j) Tenant has no defense as to its obligations under the Lease and asserts no setoff, claim
or counterclaim against Landlord.



(k) It is contemplated that Tenant will receive notice that the Lease and the rent and all
other sums due thereunder have been assigned or are to be assigned to the Collateral Agent as
security for the obligations secured by the Deed of Trust. In the event that Tenant receives such
notice and the Collateral Agent (or any person or entity to whom the Deed of Trust may subsequently
be assigned) notifies Tenant of a default under the Deed of Trust and demand that Tenant pay its
rent and all other sums due under the Lease to the Collateral Agent (or such future lender), Tenant
shall honor such demand without inquiry and pay its rent and all other sums due under the Lease
directly to the Collateral Agent (or such future lender) or as otherwise required pursuant to such
notice and shall not thereby incur any obligation or liability to Landlord. Landlord has executed
this Agreement to evidence its agreement with the foregoing.



(1) The agreements contained herein shall be binding upon and inure to the benefit of the
respective heirs, administrators, executors, legal representatives, successors and assigns of the
Collateral Agent, Landlord and Tenant.



(m) To the best knowledge of Tenant, no hazardous substances are being (or have been or will
be during the term of the Lease) generated, used, handled, stored or disposed of by Tenant on the
Premises or on the Property in violation of any applicable laws, rules or regulations or the terms
of the Lease.





EXHIBIT O-5









 






(n) No rentals are accrued and unpaid under the Lease.



(o) Tenant has no right or option of any nature whatsoever, whether pursuant to the Lease or
otherwise, to purchase the Premises or the Property, or any portion thereof or any interest
therein, and to the extent that Tenant has had or hereafter acquires any such right or option, the
same is hereby acknowledged to be subject and subordinate to the Deed of Trust and is hereby waived
and released with respect to, and shall not be asserted against, any New Owner.



(p) There are no actions pending against Tenant or any guarantor of Tenant’s obligations under
the Lease pursuant to Bankruptcy, insolvency or other similar laws of any jurisdiction.



Whenever requested by the Collateral Agent, Tenant shall, without charge, execute and deliver
to the Collateral Agent a written confirmation that the representations contained in this Section 5
remain correct and complete (or specifying any matter to the contrary).



6. Attornment. If the interest of Landlord under the Lease shall be transferred by
reason of foreclosure or other proceedings for enforcement of the Deed of Trust and the obligations
secured thereby or pursuant to a taking of a deed in lieu of foreclosure (or similar device),
Tenant shall be bound to the successor and, except as otherwise provided in this Agreement, the
successor shall be bound to Tenant under all of the terms, covenants and conditions of the Lease,
for the unexpired balance of the term thereof remaining (and any extensions, if exercised), with
the same force and effect as if the successor were the landlord, and Tenant does hereby (a) agree
to attorn to the successor, including the Collateral Agent, if it is the successor, as its
landlord, (b) to ratify and reaffirm its obligations under the Lease and (c) agree to make payments
of all sums due under the Lease to the successor, said attornment, ratification, reaffirmation and
agreement to be effective and self-operative without the execution of any further instruments, upon
the successor succeeding to the interest of Landlord under the Lease and notice of such succession
being given to the Tenant in the manner set forth in Section 7 of this Agreement. Tenant waives the
provisions of any statute or rule of law now or hereafter in effect that may give or purport to
give it any right or election to terminate or otherwise adversely affect the Lease or the
obligations of Tenant thereunder by reason of any foreclosure or other proceedings for enforcement
of the Deed of Trust or the taking of a deed in lieu of foreclosure (or similar device).



7. Limitation of Liability. Neither any Lender nor any agent, including the
Collateral Agent, shall, either by virtue of the Deed of Trust or this Agreement, be or become a
mortgagee-in-possession or be or become subject to any liability or obligation under the Lease or
otherwise until the Collateral Agent shall have acquired the interest of Landlord in the Premises,
by foreclosure or otherwise, and then such liability or obligation of the Collateral Agent under
the Lease shall extend only to those liabilities or obligations accruing subsequent to the date
that the Collateral Agent has acquired the interest of Landlord in the Premises as modified by the
terms of this Agreement. In addition, upon such acquisition, neither any Lender nor any agent,
including the
Collateral Agent, shall have any obligation, nor incur any liability, beyond the Collateral
Agent’s then equity interest, if any, in the Premises. Furthermore, in the event of the assignment
or transfer of the interest of the Collateral Agent under this Agreement, all obligations and
liabilities of the Collateral Agent under this Agreement shall terminate and, thereupon, all such
obligations and liabilities shall be the sole responsibility of the party to whom the Collateral
Agent’s interest is assigned or transferred.





EXHIBIT O-6









 





8. Notice. Any notice, demand, statement, request, consent or other communication made
hereunder shall be in writing and delivered (i) personally, (ii) mailed by certified or registered
mail, postage prepaid, return receipt requested or (iii) by depositing the same with FedEx or
another reputable private courier service, postage prepaid, for next business day delivery, to the
parties at the respective address or addresses, as the case may be, of each party first set forth
above and shall be deemed given when delivered personally, or four (4) Business Days after being
placed in the United States mail, if sent by certified or registered mail, or one (1) business day
after deposit with such private courier service. Rejection or other refusal to accept or the
inability to deliver because of changed address of which no notice was given as herein required
shall be deemed to be receipt of the notice, demand or request sent. By giving to the other parties
hereto at least fifteen (15) days’ prior written notice thereof in accordance with the provisions
hereof, the parties hereto shall have the right from time to time to change their respective
addresses to any other address within the United States of America. Tenant agrees to send a copy of
any notice or statement under the Lease to the Collateral Agent at the same time such notice or
statement is sent to Landlord.




9. Miscellaneous.



(a) In the event of any conflict or inconsistency between the provisions of this Agreement and
the Lease, the provisions of this Agreement shall govern; provided, however, that the foregoing
shall in no way diminish Landlord’s obligations or liability to Tenant under the Lease. The
Collateral Agent’s enforcement of any provisions of this Agreement or the Deed of Trust shall not
entitle Tenant to claim any interference with the contractual relations between Landlord and Tenant
or give rise to any claim or defense against any Lender or the Collateral Agent with respect to the
enforcement of such provisions.



(b) Tenant agrees that this Agreement satisfies any condition or requirement in the Lease
relating to the granting of a non-disturbance agreement.



(c) Except as provided in the Credit Agreement, Tenant agrees that it will not subordinate the
Lease to the lien of any mortgage or deed of trust other than the Deed of Trust for so long as the
Deed of Trust shall remain a lien on the Property.



(d) This Agreement shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that the interest of Tenant under this Agreement may not
be assigned or transferred without the prior written consent of the Collateral Agent.





EXHIBIT O-7









 





(e) The captions appearing under the paragraph number designations of this Agreement are for
convenience only and are not a part of this Agreement and do not in any way limit or amplify the
terms and provisions of this Agreement.



(f) If any portion or portions of this Agreement shall be held invalid or inoperative, then
all of the remaining portions shall remain in full force and effect, and, so far as is reasonable
and possible, effect shall be given to the intent manifested by the portion or portions held to be
invalid or inoperative.



(g) This Agreement shall be governed by and construed in accordance with the laws of the State
in which the Property is located.



(h) This Agreement may be executed in any number of separate counterparts, each of which shall
be deemed an original, but all of which, collectively and separately, shall constitute one and the
same agreement.



(i) This Agreement cannot be altered, modified, amended, waived, extended, changed, discharged
or terminated orally or by any act on the part of Tenant, Landlord or the Collateral Agent, but
only by an agreement in writing signed by the party against whom enforcement of any alteration,
modification, amendment, waiver, extension, change, discharge or termination is sought.



H. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth adjacent
to their signatures below to be effective as of the date of the Deed of Trust.



[SEE ATTACHED SIGNATURE PAGES]






EXHIBIT O-8









 







TENANT:



	 	 	 
	 	 	 
	 
	 	 
	By:
	 	 
	 

       
Name:

	 	 
	 

       
Title:
	 	 
	 
	 	 
	Date:                                         ,
 _____ 

	 	 






[Signatures continue on the following pages]






EXHIBIT O-9









 







LANDLORD:



	 	 	 
	 	 
	 
	 	 
	By:
	 	 
	 
	Name: 	 
	 	Title:
	 
	 
	 	 
	Date: 	 	, ___






[Signatures continue on the following pages]



EXHIBIT O-10

 


 








 







COLLATERAL AGENT:



THE BANK OF NOVA SCOTIA:



	 	 	 
	 	 
	 
	 	 
	By:
	 	 
	 
	Name: 	 
	 	Title:
	 
	 
	 	 
	Date: 	 	, ___ 





EXHIBIT O-11

 


 









 





EXHIBIT A




PROPERTY DESCRIPTION





EXHIBIT O-12


 


 









 





EXHIBIT B




CERTIFICATE REGARDING LEASE




LOAN NO.                     




CERTIFICATE REGARDING LEASE




I. The undersigned (“Tenant”), hereby certifies to                      (“Landlord”), its
successors and assigns, that attached hereto is a true, correct and complete copy of the Lease,
including all amendments and modifications thereto, if any, between Tenant, as tenant, and
Landlord, or its successor or designee, as landlord, with respect to the premises located at
                                                            .



J. Executed this
 _____, day of                     ,      .



	 	 	 	 	 
	 	[Tenant]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



EXHIBIT O-13

 


 









 







EXHIBIT P-1 TO

CREDIT AND GUARANTY AGREEMENT




FORM OF OPINION OF PAUL, WEISS, RIFKIND, WHARTON & GARRISON
LLP




See execution version





EXHIBIT P-1-1


 


 









 







EXHIBIT P-2 TO

CREDIT AND GUARANTY AGREEMENT




FORM OF OPINION OF LIONEL, SAWYER & COLLINS, LTD.




See execution version





EXHIBIT P-2-1









 







EXHIBIT Q TO

CREDIT AND GUARANTY AGREEMENT




FORM OF PERFECTION CERTIFICATE




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	UCC	 	 
	 	 	 	 	 	 	Deed of	 	Fixture	 	 
	 	 	 	 	 	 	Trust	 	Filings	 	 
	 	 	 	 	 	 	(Clark	 	(Clark	 	U.S. Patent
	 	 	 	 	 	 	County	 	County	 	&
	 	 	State of	 	Financing	 	Recorder,	 	Recorder,	 	Trademark
	Company	 	Incorporation	 	Statement	 	Nevada)	 	Nevada)	 	Office
	Las Vegas Sands, LLC

	 	Nevada
	 	UCC-1 financing
statement on all
assets.
	 	 	 	 	 	Trademark Security

Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	Venetian Casino 

Resort, LLC

	 	Nevada
	 	UCC-1 financing
statement on all
assets.
	 	Central Park West
	 	Central Park West
	 	Trademark Security

Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	Venetian Casino 

Resort, LLC

	 	Nevada
	 	 	 	Venetian

Casino/Hotel

Complex
	 	Venetian

Casino/Hotel

Complex	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Venetian Casino 

Resort, LLC

	 	Nevada
	 	 	 	Palazzo

Casino/Hotel

Complex
	 	Palazzo

Casino/Hotel

Complex	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Sands Expo &
Convention Center,
Inc.

	 	Nevada
	 	UCC-1 financing
statement on all
assets.
	 	SECC
	 	SECC
	 	Trademark Security

Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	Lido Casino Resort 

Holding Company, 

LLC

	 	Delaware
	 	UCC- 1 financing
statement on all
assets.	 	 	 	 	 	 







EXHIBIT Q-1









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	UCC	 	 
	 	 	 	 	 	 	Deed of	 	Fixture	 	 
	 	 	 	 	 	 	Trust	 	Filings	 	 
	 	 	 	 	 	 	(Clark	 	(Clark	 	U.S. Patent
	 	 	 	 	 	 	County	 	County	 	&
	 	 	State of	 	Financing	 	Recorder,	 	Recorder,	 	Trademark
	Company	 	Incorporation	 	Statement	 	Nevada)	 	Nevada)	 	Office
	Lido Intermediate 

Holding Company, 

LLC

	 	Delaware
	 	UCC-1 financing
statement on all
assets.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Mall Intermediate 

Holding Company, 

LLC

	 	Delaware
	 	UCC-1 financing
statement on all
assets.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Palazzo Condo 

Tower, LLC

	 	Nevada
	 	UCC-1 financing
statement on all
assets.
	 	Palazzo Tower
	 	Condo
	 	Palazzo Condo Tower
	 
	 	 	 	 	 	 	 	 	 	 
	Phase II Mall 

Holding, LLC

	 	Nevada
	 	UCC-1 financing
statement on all
assets.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Sands Pennsylvania,
Inc.

	 	Delaware
	 	UCC- 1 financing
statement on all
assets.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Venetian Marketing,
Inc.

	 	Nevada
	 	UCC- 1 financing
statement on all
assets.	 	 	 	 	 	 






EXHIBIT Q-2









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	UCC	 	 
	 	 	 	 	 	 	Deed of	 	Fixture	 	 
	 	 	 	 	 	 	Trust	 	Filings	 	 
	 	 	 	 	 	 	(Clark	 	(Clark	 	U.S. Patent
	 	 	 	 	 	 	County	 	County	 	&
	 	 	State of	 	Financing	 	Recorder,	 	Recorder,	 	Trademark
	Company	 	Incorporation	 	Statement	 	Nevada)	 	Nevada)	 	Office
	Venetian Transport 

LLC

	 	Delaware
	 	UCC- 1 financing
statement on all
assets.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	LVS (Nevada)
International
Holdings, Inc.

	 	Nevada
	 	UCC- 1 financing
statement on all
assets.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	LVS Management 

Services, LLC

	 	Nevada
	 	UCC- 1 financing
statement on all
assets.	 	 	 	 	 	 







EXHIBIT Q-3









 







EXHIBIT R TO

CREDIT AND GUARANTY AGREEMENT




FORM OF SOLVENCY CERTIFICATE




This SOLVENCY CERTIFICATE (this “Certificate”) is delivered in connection with the Amendment and
Restatement Agreement, dated as of the date of this Certificate (the “Amendment
Agreement”), by and among Las Vegas Sands, LLC, as Borrower, the Guarantors party thereto, the
Lenders party thereto, The Bank of Nova Scotia, as Administrative Agent and Collateral Agent and
Credit Suisse Securities (USA) LLC and Barclays Capital Inc., as Joint Lead Arrangers, amending and
restating the Credit and Guaranty Agreement, dated as of May 23, 2007 (as amended on April 15,
2009) (the “Existing Credit Agreement”) among Las Vegas Sands, LLC, as Borrower, certain
affiliates of the Borrower as Guarantors, the Lenders party thereto from time to time and the
Agents (as defined in the Existing Credit Agreement), in the form of the Amended and Restated
Credit and Guaranty Agreement attached to the Amendment Agreement (the Existing Credit Agreement,
as so amended and restated, the “Restated Credit Agreement”). Capitalized terms used in
this Certificate and not otherwise defined shall have the respective meanings ascribed to them in
the Restated Credit Agreement.



I am, and at all pertinent times mentioned herein have been, the duly qualified and acting
chief financial officer of Borrower. In such capacity, I am a senior financial officer of Borrower
and I have participated actively in the management of its financial affairs and am familiar with
its financial statements and those of its Subsidiaries. I am familiar with the terms and
conditions of the Restated Credit Agreement.



I have carefully reviewed the contents of this Certificate, and I have conferred with counsel
for Borrower for the purpose of discussing the meaning of its contents.




I have carefully reviewed the Restated Credit Agreement.



In connection with preparing for the consummation of the transactions contemplated by the
Amendment Agreement and the Restated Credit Agreement (the “Proposed Transactions”), I have
participated in the preparation of, and I have reviewed, projections of net income and cash flows
for the Borrower and its Restricted Subsidiaries for fiscal years 2010-2016 (the “Projected
Financial Statements”). The Projected Financial Statements, attached hereto as Exhibit A,
give effect to the consummation of the Proposed Transactions and assume that the debt obligations
of the Borrower will be paid from the cash flow generated by the operations of the Borrower and its
Restricted Subsidiaries (including certain asset sales) and from refinancing sources. The
Projected Financial Statements were prepared on the basis of information available at June 30,
2010. I know of no facts that have occurred since such date that would lead me to believe that the
assumptions upon which the Projected Financial Statements are based are inaccurate in any material
respect. The Projected Financial
Statements do not reflect (i) any potential material, adverse changes in general business
conditions, or (ii) any potential changes in income tax laws.




EXHIBIT R-1









 





In connection with the preparation of the Projected Financial Statements, I have made such
investigations and inquiries as I have deemed necessary and prudent therefor and, specifically,
have relied on historical information with respect to revenues, expenses and other relevant items
supplied by the supervisory personnel of Borrower and its Restricted Subsidiaries directly
responsible for the various operations involved. The assumptions upon which the Projected
Financial Statements are based are stated therein. Although any assumptions and any projections by
necessity involve uncertainties and approximations, I believe, based on my discussions with other
members of management, that the assumptions on which the Projected Financial Statements are based
are reasonable. Based thereon, I believe that the projections for Borrower and its Restricted
Subsidiaries, taken as a whole, reflected in the Projected Financial Statements provide reasonable
estimations of future performance, subject, as stated above, to the uncertainties and
approximations inherent in any projections.



Based on the foregoing, as of the date hereof, on behalf of the Borrower and its Restricted
Subsidiaries, I have reached the following conclusions:




Borrower and its Restricted Subsidiaries, on a consolidated basis, are not now, nor
will the incurrence of the Obligations under the Restated Credit Agreement and the
incurrence of the other obligations contemplated by the Proposed Transactions render
Borrower and its Restricted Subsidiaries, on a consolidated basis, “insolvent” as defined
in this paragraph 1. The recipients of this Certificate and I have agreed that, in this
context, “insolvent” means that the present fair salable value of assets is less than the
amount that will be required to pay the probable liability on its/their existing debts as
they become absolute and matured. I have assumed that in this context “fair salable value”
means the price available upon the sale of such assets by a willing seller to a willing
buyer, where material information as to the asset and the market for such asset is known to
both, and where the sale is executed with commercially reasonable promptness. We have
agreed that the term “debts” includes any legal liability, whether matured or unmatured,
liquidated or unliquidated, absolute, fixed or contingent.




By the incurrence of the Obligations under the Restated Credit Agreement, and the
incurrence of the other obligations contemplated by the Proposed Transactions, the Borrower
and its Restricted Subsidiaries, on a consolidated basis, will not incur debts beyond
its/their ability to pay as such debts mature. I have based my conclusion in part on the
historical financial statements of Borrower, as audited by PricewaterhouseCoopers LLP and
the Projected Financial Statements, which demonstrate that Borrower and its Restricted
Subsidiaries, on a consolidated basis, will have positive cash flow after paying all of
its/their scheduled anticipated indebtedness (including scheduled payments under the
Restated Credit Agreement, the other obligations contemplated by the Proposed Transactions
and other permitted indebtedness). I have concluded that the realization of current assets
in the ordinary course of business will be sufficient to
pay recurring current debt and short-term and long-term debt service as such debts
mature, and that the cash flow (including earnings plus non-cash charges to earnings) will
be sufficient to provide cash necessary to repay the Loans and other Obligations under the
Restated Credit Agreement, the other obligations contemplated by the Proposed Transactions
and other long-term indebtedness as such debt matures.




EXHIBIT R-2









 






The incurrence of the Obligations under the Restated Credit Agreement and the
incurrence of the other obligations contemplated by the Proposed Transactions will not
leave the Borrower with property remaining in its hands constituting “unreasonably small
capital.” In reaching this conclusion, I understand that “unreasonably small capital”
depends upon the nature of the particular business or businesses conducted or to be
conducted, and I have reached my conclusion based on the needs and anticipated needs for
capital of the businesses conducted or anticipated to be conducted by Borrower and its
Restricted Subsidiaries in light of the Projected Financial Statements and available credit
capacity.




To the best of my knowledge, Borrower has not executed the Amendment Agreement or any
documents mentioned therein, or made any transfer or incurred any obligations thereunder,
with actual intent to hinder, delay or defraud any entity to which it is or will become
indebted.



I understand that the Agents and the Lenders are relying on the truth and accuracy of the
foregoing in connection with the extension of credit to Borrower pursuant to the Amendment
Agreement and the Restated Credit Agreement.




EXHIBIT R-3









 





I represent the foregoing information to be, to the best of my knowledge and belief, true and
correct and execute this Certificate this
 _____ 
day of August, 2010.



	 	 	 	 	 
	 	LAS VEGAS SANDS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 






EXHIBIT R-4