EX-10.9



 Exhibit 10.9 

TERMINATION OF CREDIT AGREEMENT 

TERMINATION OF CREDIT AGREEMENT, dated as of December 19, 2014 (this “Agreement”), by and between DEUTSCHE BANK AG
NEW YORK BRANCH (“Lender”) and NEVADA PROPERTY 1 LLC (“Borrower”). 
 W I T N E S S E T H

 WHEREAS, reference is made to that certain Credit Agreement, dated as of May 6, 2010 (as amended or otherwise modified from time
to time, the “Credit Agreement”), between Deutsche Bank AG Cayman Islands Branch (“Prior Lender”), as lender, and Borrower, as borrower, evidencing a loan in the maximum principal amount of up to $2,222,000,000 (the
“Loan”); 
 WHEREAS, Prior Lender assigned its right, title, obligations and interest in and under the Credit Agreement to
Lender pursuant to the Assignment and Assumption of Credit Agreement, dated as of November 28, 2014, by and between Prior Lender and Lender; 

WHEREAS, Lender is the 100% indirect parent of Borrower; and 

WHEREAS, in order to effectuate the sale of Borrower by Nevada Mezz 1 LLC (“Nevada Mezz”), Borrower must be free of any debt
other than that acquired in the conduct of its normal operating business. 
 NOW THEREFORE, the Credit Agreement and any and all other
documents executed in connection with the Credit Agreement are hereby terminated and the Lender and Borrower agree to the following: 

SECTION 1. Tax Treatment as Capital Contribution and Loan Forgiveness. The current outstanding balance of the Loan is $2,227,279,424
and the parties agree that for federal, state and local income tax purposes, on the date hereof, Lender is deemed to have made a capital contribution in the amount of $1,133,975,038 (the “Capital Contribution Amount”) to Nevada
Parent 1 LLC (“Nevada Parent”) (the “Capital Contribution”), in exchange for the termination of $1,133,975,038 of the Loan. The balance of the Loan is hereby reduced to $1,093,304,386 (the “Reduced Loan
Balance”). Effective immediately following the Capital Contribution, Lender hereby forgives the Reduced Loan Balance. Nevada Parent and Nevada Mezz are executing this Agreement to confirm the foregoing transactions. 

SECTION 2. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of
New York. 
 SECTION 3. Counterparts. This Agreement 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 when taken together shall constitute one and the same agreement. Signatures transmitted via facsimile or other electronic transmission
shall be deemed originals for purposes of this Agreement. 







 SECTION 4. Headings. The Section headings of this Agreement are inserted for convenience
only and do not constitute part of this Agreement. 

  
 2 








 IN WITNESS WHEREOF, Lender and Borrower have caused this Agreement to be executed and delivered
as of the date first above written. 
  

			
	LENDER:
	
	 DEUTSCHE BANK AG NEW YORK

BRANCH

		
	By:		 /s/ John DeRosa

	Name:		John DeRosa
	Title:		Managing Director
		
	By:		 /s/ Mary Chen-Eng

	Name:		Mary Chen-Eng
	Title:		Managing Director



  
 [SIGNATURE PAGE TO
TERMINATION OF CREDIT AGREEMENT ($2.222B FACILITY)] 









			
	BORROWER:
	
	NEVADA PROPERTY 1 LLC
		
	By:		 /s/ John Unwin

	Name:		John Unwin
	Title:		Chief Executive Officer
		
	By:		 /s/ Ronald Eidell

	Name:		Ronald Eidell
	Title:		Chief Financial Officer



  
 [SIGNATURE PAGE TO
TERMINATION OF CREDIT AGREEMENT ($2.222B FACILITY)] 








 THE PARTIES BELOW ARE EXECUTING THIS 

AGREEMENT SOLELY TO CONFIRM THE TERMS 
 OF SECTION 1 OF THIS
AGREEMENT: 
  

			
	NEVADA PARENT 1 LLC
		
	By:		 /s/ Jeff Baer

	Name:		Jeff Baer
	Title:		President
		
	By:		 /s/ Stuart Clarke

	Name:		Stuart Clarke
	Title:		Treasurer


  
 [SIGNATURE PAGE TO
TERMINATION OF CREDIT AGREEMENT ($2.222B FACILITY)] 









			
	NEVADA MEZZ 1 LLC
		
	By:		 /s/ Jeff Baer

	Name:		Jeff Baer
	Title:		President
		
	By:		 /s/ Stuart Clarke

	Name:		Stuart Clarke
	Title:		Treasurer


  
 [SIGNATURE PAGE TO
TERMINATION OF CREDIT AGREEMENT ($2.222B FACILITY)]