exv10w1



 





Exhibit 10.1



EXECUTION
VERSION



AMENDED AND RESTATED FF&E CREDIT AND GUARANTY AGREEMENT




dated as of August 21, 2007




among




LAS VEGAS SANDS, LLC,

as Borrower




CERTAIN AFFILIATES OF BORROWER,

as Guarantors,




VARIOUS LENDERS,




GENERAL ELECTRIC CAPITAL CORPORATION,

as Administrative Agent and Collateral Agent,




and




GE CAPITAL MARKETS, INC.,

as Lead Arranger and Book Runner.




Amended
& Restated FF&E Credit Agreement



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	SECTION 1.
	 	DEFINITIONS AND INTERPRETATION	 	 	2	 
	1.1
	 	Definitions	 	 	2	 
	1.2
	 	Accounting Terms	 	 	42	 
	1.3
	 	Interpretation, etc.	 	 	42	 
	 
	 	 	 	 	 	 
	SECTION 2.
	 	LOANS	 	 	42	 
	2.1
	 	Delayed Draw Term Loans	 	 	42	 
	2.2
	 	[Intentionally Reserved.]	 	 	44	 
	2.3
	 	[Intentionally Reserved.]	 	 	44	 
	2.4
	 	[Intentionally Reserved.]	 	 	44	 
	2.5
	 	Pro Rata Shares; Availability of Funds	 	 	44	 
	2.6
	 	Use of Proceeds	 	 	45	 
	2.7
	 	Evidence of Debt; Register; Lenders’ Books and Records; Notes	 	 	45	 
	2.8
	 	Interest on Loans	 	 	45	 
	2.9
	 	Conversion/Continuation	 	 	47	 
	2.10
	 	Default Interest	 	 	48	 
	2.11
	 	Fees	 	 	48	 
	2.12
	 	Scheduled Payments/Commitment Reductions	 	 	49	 
	2.13
	 	Voluntary Prepayments/Commitment Reductions	 	 	49	 
	2.14
	 	Mandatory Prepayments/Commitment Reductions	 	 	50	 
	2.15
	 	Application of Prepayments/Reductions	 	 	51	 
	2.16
	 	General Provisions Regarding Payments	 	 	51	 
	2.17
	 	Ratable Sharing	 	 	53	 
	2.18
	 	Making or Maintaining Eurodollar Rate Loans	 	 	53	 
	2.19
	 	Increased Costs; Capital Adequacy	 	 	55	 
	2.20
	 	Taxes; Withholding, etc.	 	 	57	 
	2.21
	 	Obligation to Mitigate	 	 	59	 
	2.22
	 	Defaulting Lenders	 	 	60	 
	2.23
	 	Removal or Replacement of a Lender	 	 	60	 
	2.24
	 	Right of Financing	 	 	61	 
	 
	 	 	 	 	 	 
	SECTION 3.
	 	CONDITIONS PRECEDENT	 	 	61	 
	3.1
	 	Restatement Effective Date	 	 	61	 
	3.2
	 	Conditions to the Making of Loans	 	 	65	 
	 
	 	 	 	 	 	 
	SECTION 4.
	 	REPRESENTATIONS AND WARRANTIES	 	 	66	 
	4.1
	 	Organization; Requisite Power and Authority; Qualification	 	 	66	 
	4.2
	 	Equity Interests and Ownership	 	 	66	 
	4.3
	 	Due Authorization	 	 	67	 
	4.4
	 	No Conflict	 	 	67	 
	4.5
	 	Governmental Consents	 	 	67	 





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& Restated FF&E Credit Agreement



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	 	 	 	 	Page
	4.6
	 	Binding Obligation	 	 	67	 
	4.7
	 	Historical Financial Statements	 	 	68	 
	4.8
	 	Projections	 	 	68	 
	4.9
	 	No Material Adverse Change	 	 	68	 
	4.10
	 	Adverse Proceedings, etc.	 	 	68	 
	4.11
	 	Payment of Taxes	 	 	68	 
	4.12
	 	Properties	 	 	69	 
	4.13
	 	Environmental Matters	 	 	69	 
	4.14
	 	No Defaults	 	 	70	 
	4.15
	 	Material Contracts	 	 	70	 
	4.16
	 	Governmental Regulation	 	 	70	 
	4.17
	 	Margin Stock	 	 	70	 
	4.18
	 	Employee Matters	 	 	70	 
	4.19
	 	Employee Benefit Plans	 	 	71	 
	4.20
	 	Certain Fees	 	 	71	 
	4.21
	 	Solvency	 	 	71	 
	4.22
	 	Matters Relating to Collateral	 	 	71	 
	4.23
	 	Compliance with Statutes, etc.	 	 	72	 
	4.24
	 	Disclosure	 	 	72	 
	4.25
	 	Patriot Act	 	 	72	 
	 
	 	 	 	 	 	 
	SECTION 5.
	 	AFFIRMATIVE COVENANTS	 	 	74	 
	5.1
	 	Financial Statements and Other Reports	 	 	74	 
	5.2
	 	Existence	 	 	79	 
	5.3
	 	Payment of Taxes and Claims	 	 	79	 
	5.4
	 	Maintenance of Properties	 	 	79	 
	5.5
	 	Insurance	 	 	80	 
	5.6
	 	Books and Records; Inspections	 	 	82	 
	5.7
	 	Lenders Meetings	 	 	83	 
	5.8
	 	Compliance with Laws	 	 	83	 
	5.9
	 	Environmental	 	 	84	 
	5.10
	 	Compliance with Material Contracts	 	 	84	 
	5.11
	 	Subsidiaries	 	 	85	 
	5.12
	 	[Intentionally Reserved.]	 	 	85	 
	5.13
	 	[Intentionally Reserved.]	 	 	85	 
	5.14
	 	Interest Rate Protection	 	 	85	 
	5.15
	 	Further Assurances	 	 	85	 
	5.16
	 	Maintenance of Ratings	 	 	86	 
	5.17
	 	[Intentionally Reserved.]	 	 	86	 
	5.18
	 	Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases	 	 	86	 
	 
	 	 	 	 	 	 
	SECTION 6.
	 	NEGATIVE COVENANTS	 	 	86	 
	6.1
	 	Indebtedness	 	 	86	 
	6.2
	 	Liens and Other Matters	 	 	89	 





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& Restated FF&E Credit Agreement




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	 	 	 	 	Page
	6.3
	 	Investments; Joint Ventures; Formation of Subsidiaries	 	 	93	 
	6.4
	 	Restrictions on Subsidiary Distributions	 	 	95	 
	6.5
	 	Restricted Payments	 	 	96	 
	6.6
	 	Financial Covenants	 	 	98	 
	6.7
	 	Fundamental Changes; Disposition of Assets	 	 	99	 
	6.8
	 	Sale and Leasebacks	 	 	102	 
	6.9
	 	Transactions with Shareholders and Affiliates	 	 	102	 
	6.10
	 	Disposal of Subsidiary Stock	 	 	104	 
	6.11
	 	Conduct of Business	 	 	104	 
	6.12
	 	Certain Restrictions on Changes to Certain Documents	 	 	104	 
	6.13
	 	Fiscal Year	 	 	105	 
	6.14
	 	[Intentionally Reserved.]	 	 	105	 
	6.15
	 	No Further Negative Pledge	 	 	105	 
	6.16
	 	[Intentionally Reserved.]	 	 	105	 
	6.17
	 	Commonality of Obligors and Restricted Subsidiaries	 	 	105	 
	 
	SECTION 7.
	 	GUARANTY	 	 	105	 
	7.1
	 	Guaranty of the Obligations	 	 	106	 
	7.2
	 	Contribution by Guarantors	 	 	106	 
	7.3
	 	Payment by Guarantors	 	 	107	 
	7.4
	 	Liability of Guarantors Absolute	 	 	107	 
	7.5
	 	Waivers by Guarantors	 	 	109	 
	7.6
	 	Guarantors’ Rights of
Subrogation, Contribution, etc.	 	 	109	 
	7.7
	 	Subordination of Other Obligations	 	 	110	 
	7.8
	 	Continuing Guaranty	 	 	110	 
	7.9
	 	Authority of Guarantors or Borrower	 	 	110	 
	7.10
	 	Financial Condition of Borrower	 	 	110	 
	7.11
	 	Bankruptcy, etc.	 	 	111	 
	7.12
	 	Discharge of Guaranty Upon Sale of Guarantor	 	 	112	 
	7.13
	 	Obligations of VCR Secured	 	 	112	 
	 
	 	 	 	 	 	 
	SECTION 8.
	 	EVENTS OF DEFAULT	 	 	112	 
	8.1
	 	Events of Default	 	 	112	 
	 
	 	 	 	 	 	 
	SECTION 9.
	 	AGENTS	 	 	115	 
	9.1
	 	Appointment of Agents	 	 	116	 
	9.2
	 	Powers and Duties	 	 	116	 
	9.3
	 	General Immunity	 	 	117	 
	9.4
	 	Agents Entitled to Act as Lender	 	 	118	 
	9.5
	 	Lenders’ Representations, Warranties and Acknowledgment	 	 	118	 
	9.6
	 	Right to Indemnity	 	 	119	 
	9.7
	 	Successor Administrative Agent and Collateral Agent	 	 	119	 
	9.8
	 	Collateral Documents and Guaranty	 	 	120	 
	9.9
	 	Withholding Taxes	 	 	121	 
	9.10
	 	Intercreditor Agreements	 	 	121	 




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	 	 	 	 	Page
	SECTION 10.
	 	MISCELLANEOUS	 	 	121	 
	10.1
	 	Notices	 	 	121	 
	10.2
	 	Expenses	 	 	122	 
	10.3
	 	Indemnity	 	 	124	 
	10.4
	 	Set-Off	 	 	124	 
	10.5
	 	Amendments and Waivers	 	 	124	 
	10.6
	 	Successors and Assigns; Participations	 	 	126	 
	10.7
	 	Independence of Covenants	 	 	130	 
	10.8
	 	Survival of Representations, Warranties and Agreements	 	 	130	 
	10.9
	 	No Waiver; Remedies Cumulative	 	 	130	 
	10.10
	 	Marshalling; Payments Set Aside	 	 	131	 
	10.11
	 	Severability	 	 	131	 
	10.12
	 	Obligations Several; Independent Nature of Lenders’ Rights	 	 	131	 
	10.13
	 	Headings	 	 	131	 
	10.14
	 	APPLICABLE LAW	 	 	131	 
	10.15
	 	CONSENT TO JURISDICTION	 	 	131	 
	10.16
	 	WAIVER OF JURY TRIAL	 	 	132	 
	10.17
	 	Confidentiality	 	 	133	 
	10.18
	 	Usury Savings Clause	 	 	133	 
	10.19
	 	Counterparts	 	 	134	 
	10.20
	 	Effectiveness	 	 	134	 
	10.21
	 	Patriot Act	 	 	134	 
	10.22
	 	Electronic Execution of Assignments	 	 	134	 
	10.23
	 	Gaming Authorities	 	 	134	 
	10.24
	 	[Intentionally Reserved.]	 	 	134	 
	10.25
	 	Certain Matters Affecting Lenders	 	 	135	 
	 
	 	 	 	 	 	 
	SECTION 11.
	 	AMENDMENT AND RESTATEMENT	 	 	135	 
	11.1
	 	Effect of this Agreement	 	 	135	 
	11.2
	 	Allocation	 	 	136	 




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& Restated FF&E Credit Agreement




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	APPENDICES:

	 	 	A	 	 	Delayed Draw Term Loan Commitments
	 

	 	 	B	 	 	Notice Addresses
	 
	 	 	 	 	 	 
	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
	 

	 	 	A	 	 	Designated FF&E
	 

	 	 	K	 	 	Fixture Filings
	 
	 	 	 	 	 	 
	EXHIBITS:

	 	 	A	 	 	Form of Assignment Agreement
	 

	 	 	B	 	 	Form of Certificate Re Non-bank Status
	 

	 	 	C	 	 	Form of Restatement Effective Date Certificate
	 

	 	 	D	 	 	Form of Compliance Certificate
	 

	 	 	E	 	 	Form of Conversion/Continuation Notice
	 

	 	 	F	 	 	Form of Counterpart Agreement
	 

	 	 	G	 	 	[Intentionally Reserved.]
	 

	 	 	H	 	 	Form of Delayed Draw Term Loan Note
	 

	 	 	I	 	 	Form of Funding Notice
	 

	 	 	J	 	 	[Intentionally Reserved.]
	 

	 	 	K	 	 	Form of Borrowing Base Certificate
	 

	 	 	L	 	 	[Intentionally Reserved.]
	 

	 	 	M	 	 	Form of Amended and Restated Security Agreement
	 

	 	 	N	 	 	[Intentionally Reserved.]
	 

	 	 	O	 	 	[Intentionally Reserved.]
	 

	 		P-1 	 	 	Form of Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP
	 

	 		P-2	 	 	Form of Opinion of Lionel Sawyer & Collins
	 

	 	 	Q	 	 	[Intentionally Reserved.]
	 

	 	 	R	 	 	Form of Solvency Certificate




Amended
& Restated FF&E Credit Agreement




v









 






AMENDED AND RESTATED FF&E CREDIT AND GUARANTY AGREEMENT




     This AMENDED AND RESTATED FF&E CREDIT AND GUARANTY AGREEMENT, dated as of August 21, 2007, is
entered into by and among LAS VEGAS SANDS, LLC, a Nevada limited liability company (the
“Borrower”), CERTAIN AFFILIATES of Borrower, as Guarantors, the Lenders party hereto from time to
time, GENERAL ELECTRIC CAPITAL CORPORATION (“GE 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”), and GE CAPITAL
MARKETS, INC. (“GECM”), as lead arranger and book runner (together with its permitted successors in
such capacities, “Arranger”).



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 and certain of its Affiliates own and operate the Venetian Facility;



     WHEREAS, VCR (a direct, wholly-owned subsidiary of Borrower) owns the Palazzo Site and is
designing, developing, constructing and intends to operate the Palazzo Project;



     WHEREAS, Borrower, VCR, certain financial institutions, GECM, as arranger, and GE Capital, as
administrative agent, are parties to that certain FF&E Credit Agreement, dated as of December 14,
2006 (as amended prior to the date hereof, the “Existing FF&E Credit Agreement”), pursuant to which
certain lenders extended certain FF&E credit facilities to Borrower and VCR;



     WHEREAS, the parties hereto wish to amend and restate the Existing FF&E Credit Agreement in
the form of this Agreement to, among other things, (i) amend certain provisions of the Existing
Credit Agreement, and (ii) to make available to Borrower the Loans provided for herein, in each
case, on the terms and subject to the conditions provided herein; and



     WHEREAS, the parties hereto have agreed to amend and restate the Existing FF&E Credit
Agreement, as provided in this Agreement, which Agreement shall be deemed effective as of the
Restatement Effective Date; and



     WHEREAS, it is the intent of Borrower and Credit Parties under the Existing Credit Agreement
that this Agreement not constitute a novation of the obligations and liabilities under the Existing
FF&E Credit Agreement and related Loan Documents (as defined in the Existing FF&E Credit
Agreement), but rather that this Agreement amend and restate in its entirety the Existing FF&E
Credit Agreement and re-evidence the Obligations of Borrower and the Credit Parties to Agents and
Lenders outstanding thereunder, as well as evidence the additional obligations of Borrower and
Credit Parties to Agents and Lenders provided for herein.


Amended
& Restated FF&E Credit Agreement



1









 





     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 Reuters Screen which displays an
average British Bankers Association Interest Settlement Rate (such page currently being Reuters
Screen LIBOR01) 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.




          “Administrative Agent’s Fee Letter” means the fee letter, dated as of the Restatement
Effective Date among the Administrative Agent and the Borrower.




          “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




2









 







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).




          “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, Collateral Agent, and Arranger, and
“Agents” means Administrative Agent, Collateral Agent, and Arranger, 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 FF&E Credit and Guaranty Agreement, dated as of
August 21, 2007, 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 Restatement Effective Date, and any such agreements
entered into thereafter on terms not materially worse, taken as a whole, to the Credit Parties or
the Lenders.




          “Applicable Margin” means (a) with respect to Term Loans that are Eurodollar Rate Loans, a
rate per annum equal to 2.00% and (b) with respect to Term Loans that are Base Rate Loans, a rate
per annum equal 1.00%; provided, however, that if at any time the Bank Credit
Facility Loans are rated BB or higher by S&P and Ba2 or higher by Moody’s (in each case, with at
least a stable outlook), as evidenced by an Officer’s Certificate of the Borrower, the




3









 







Applicable Margin for the Loans referred to in clauses (a) and (b) above shall be reduced by
0.25% to 1.75% and 0.75%, respectively; further provided that:





     (i) if at any time a public or private debt rating for the Bank Credit Facility
Loans is provided by one but not both of Moody’s and S&P, the Applicable Margin
shall be determined by reference to the public or private debt rating provided by
the agency which gives such rating, without regard to the requirement above that
there be two ratings; and




     (ii) if at any time after a reduction of the Applicable Margin pursuant to this
clause (A), either (a) no debt rating for the Bank Credit Facility Loans is provided
by Moody’s and no debt rating for the Bank Credit Facility Loans is provided by S&P,
or (b) the Bank Credit Facility Loans are rated below Ba2 by Moody’s or below BB by
S&P (or any equivalent rating by Moody’s or S&P), any existing 0.25% decrease in the
Applicable Margin pursuant to this clause (A) shall automatically rescind; or


provided further that in no event will (a) the Applicable Margin for Loans accruing
interest as Eurodollar Rate Loans be reduced below 1.75% or (b) the Applicable Margin for Loans
accruing interest as Base Rate Loans be reduced below 0.75%.




          “Applicable Percentage” as defined in Section 2.11(f).




          “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).




          “Arranger” as defined in the preamble.




          “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.




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




          “Authorized Officer” means, relative to any Credit Party, those if its officers, general
partners or managing members (as applicable) or those of the officers of the general partners or
managing members (as applicable) whose signatures and incumbency shall have been certified to the
Administrative Agent and Lenders pursuant to Section 3.1(c).




          “Bank Administrative Agent” means and includes The Bank of Nova Scotia, in its capacity as
administrative agent for the Bank Credit Facility existing on the Restatement Effective Date (or
any successor thereto) and any administrative agent or similar agent for any other Bank Credit
Facility (or any successor thereto).




4









 








          “Bank Agents” means and includes, collectively, the Bank Administrative Agent, the Bank
Collateral Agent and any other agents under any Bank Credit Facility Documents, as well as any
successor to any of the foregoing.




          “Bank Collateral Agent” means and includes The Bank of Nova Scotia, in its capacity as
collateral agent for the Secured Parties (as defined in the Bank Credit Facility existing on the
Restatement Effective Date) (or any successor thereto) and any collateral agent or similar agent
under any other Bank Credit Facility (or any successor thereto).




          “Bank Credit Agreement” means that certain Credit and Guaranty Agreement, dated as of May 23,
2007, among Borrower, VCR, certain other subsidiaries of Borrower, as guarantors, the Bank Lenders,
the Bank Administrative Agent, and the other agents and arrangers party thereto, as the same may be
amended, renewed, extended, substituted, refinanced, restructured, replaced, restated, supplemented
or otherwise modified from time to time, and shall also include any other agreement or agreements
which refinances or otherwise replaces, substitutes or refunds such Bank Credit Agreement.




          “Bank Credit Facility” means and includes one or more debt or credit facilities (including any
Bank Credit Agreement) with banks or other institutional lenders providing for revolving credit
loans, term loans, receivables financing or letters of credit, in each case, as any of the
foregoing, in whole or in part, in one or more instances, may be amended, renewed, extended,
substituted, refinanced, restructured, replaced, restated, supplemented or otherwise modified from
time to time (including, without limitation, any successive renewals, extensions, substitutions,
refinancings, restructurings, replacements, supplementations or other modifications of the
foregoing and including, without limitation, any amendment increasing the amount of Indebtedness
incurred or available to be borrowed thereunder, extending the maturity of any Indebtedness
incurred thereunder or contemplated thereby or deleting, adding or substituting one or more parties
thereto (whether or not such added or substituted parties are banks or other institutional
lenders)), whether any such amendment, renewal, extension, substitution, refinancing,
restructuring, replacement, restatement, supplement or other modification (1) occurs simultaneously
or not with the termination or repayment of a prior Bank Credit Facility or (2) occurs on one or
more separate occasions.




          “Bank Credit Facility Collateral Documents” means and includes (i) in connection with the Bank
Credit Facility existing on the Restatement Effective Date, the “Security Agreement,” the “Deeds of
Trust” and the “Collateral Account Agreements,” each as defined in the related Bank Credit
Agreement, and all other documents delivered by a “Credit Party” pursuant to any of the “Credit
Documents” in order to grant to the “Collateral Agent” or the “Intercreditor Agent,” on behalf of
the “Secured Parties,” a “Lien” (or to perfect such Lien) on any “Collateral” as security for the
“Obligations,” as each such quoted term is defined in the related Bank Credit Agreement, as well as
(ii) any similar or other collateral documents that are otherwise provided to secure any
obligations in connection with such Bank Credit Facility or any other Bank Credit Facility.




          “Bank Credit Facility Documents” means (i) with respect to the Bank Credit Agreement, each
Bank Credit Agreement and all other agreements, instruments, documents and certificates executed
and delivered in connection therewith and the transactions contemplated




5









 







thereby and (ii) with respect to any Bank Credit Facility (other than the Bank Credit
Agreement), the credit or loan agreement with respect to such Bank Credit Facility and all other
agreements, instruments, documents and certificates executed and delivered in connection therewith.




          “Bank Credit Facility Loans” means and includes the loans made pursuant to any Bank Credit
Agreement.




          “Bank Intercreditor Agreement” means the Agreement Among Creditors, dated as of May 23, 2007,
among the Collateral Agent, the Bank Administrative Agent, the Bank Collateral Agent and The Bank
of Nova Scotia, in its capacity as Trustee under (and as defined in) the Cooperation Agreement.




          “Bank Lenders” means and includes the lenders under any Bank Credit Agreement.




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




          “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 and Lender.




          “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.




          “Borrowing Availability” means as of any date of determination, the lesser of (i) the
aggregate amount of the Delayed Draw Term Loan Commitments of all Lenders less the aggregate
original principal amount of Delayed Draw Term Loans theretofore advanced hereunder, and (ii) the
Borrowing Base less the aggregate amount of Delayed Draw Term Loans outstanding as of such date.




          “Borrowing Base” means, with respect to any Borrowing Base Certificate delivered from time to
time, an amount equal to the sum at such time of 100% of the Total Permitted Costs of Eligible FF&E
set forth in such Borrowing Base Certificate, in each case, less any Reserves established by
Administrative Agent in its reasonable determination at such time.




          “Borrowing Base Certificate” means a certificate to be executed and delivered from time to
time by Borrower in the form attached to the Agreement as Exhibit K.




6









 








          “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.




          “BSA” as defined in Section 5.8(a).




          “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)




7









 







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.




          “Casino Level Mall Lease” means 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.




          “Category of Goods” means Eligible FF&E of the same general type and description, such as
television sets, case goods, etc.




          “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 Restatement Effective Date, Equity
Interests in Guarantors acquired or formed after the Restatement Effective 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 Restatement Effective
Date in excess of $250,000,000, shall occur.




          “Closing Date” means December 14, 2006.




          “Collateral” means, collectively, all of the property (whether personal, real, mixed or
otherwise) in which Liens are granted pursuant to the Collateral Documents as security for the
Obligations.




          “Collateral Agent” as defined in the preamble hereto.




8









 








          “Collateral Documents” means the Security Agreement 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
Collateral as security for the Obligations.




          “Collateral Sale” means the sale or other disposition (other than in connection with a Event
of Loss) by a Credit Party to any Person of any Collateral, except to the extent that either (i)
the aggregate original principal amount financed hereunder with respect to all such Collateral
disposed of does not exceed $5,000,000 in the aggregate or (ii) Borrower notifies the Collateral
Agent in writing that within 150 days following such disposal, such Collateral shall be replaced
(or Borrower shall commit to replace such Collateral pursuant to a binding contractual agreement
that contemplates the consummation thereof within 18 months of the receipt of the applicable
proceeds) with other property that (A) has utility and a value at least substantially equal to that
of the replaced property in the reasonable determination of the Borrower and (B) is (or will be)
subject to a First Priority perfected Lien in favor of Collateral Agent for the benefit of the
Secured Parties; provided, that pending any such replacement, if the aggregate amount of
the Net Collateral Sale Proceeds exceeds $3,500,000 at any time, the amount in excess of $3,500,000
shall promptly (and in any event within five Business Days) after receipt thereof, be deposited in
a separate and segregated interest-bearing cash collateral account maintained by the Collateral
Agent and under its exclusive dominion and control, subject to a First Priority perfected Lien in
favor of Collateral Agent for the benefit of the Secured Parties.




          “Collateral Schedule” means a collateral schedule in the form of Exhibit A to the
Security Agreement (or such other form as may be reasonably acceptable to Collateral Agent)
describing the equipment, fixtures, furniture, furnishings and other goods to be financed by a Loan
hereunder (or any replacements thereof or substitutions therefor) and pursuant to which the
Borrower and VCR grant a security interest in favor of Collateral Agent (for the benefit of
Collateral Agent and the Secured Parties) in all such equipment, fixtures, furniture, furnishings
and other goods (as well as any replacements thereof or substitutions therefor).




          “Commitment” means any Delayed Draw Term Loan Commitment.




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




          “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 Bank 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 Bank
Administrative Agent of its intention to revoke such letter of credit, (d) is issued by a financial
institution acceptable to Bank Administrative Agent in its reasonable judgment and (e) is otherwise
in form and substance acceptable to Bank 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 Bank Administrative Agent and applied in accordance with




9









 







the terms of the Bank Credit 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” has the meaning set forth in the Bank Credit Agreement.




          “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; provided that, for purposes of determining compliance with
the covenant set forth in Section 6.6, any Consolidated Adjusted EBITDA attributable to the
operation of (i) the Palazzo Project prior to the first Quarterly Date following the first
anniversary of the Palazzo Opening Date, (ii) the PA Gaming Project prior to the first Quarterly
Date following the first anniversary of the PA Gaming Opening Date, or (iii) the PA Retail Project
prior to the first Quarterly Date following the first anniversary of the PA Retail Opening Date,
shall be calculated on the basis of the one, two or three full Fiscal Quarters following such
Opening Date, multiplied by 4, 2, or 4/3, respectively. 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 amount of any Conforming L/C delivered to Bank Administrative Agent
for the benefit of the Bank 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 Bank
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.




10









 








          “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, any fees and expenses payable to Agents or Lenders in connection with
this Agreement, and any fees and expenses payable to Bank Agents or Bank Lenders in connection with
the Bank Credit Agreement, in each case on or prior to the Restatement Effective 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.




          “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
costs, amortization or charges (including premiums,




11









 







costs, amortization and charges associated with the “Refinancing” (as defined in the Bank
Credit Agreement) or any permitted refinancing of the LVSC Notes).




          “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.




          “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, 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.




          “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 Third Amended and Restated Reciprocal Easement, Use
and Operating Agreement, dated as of July 26, 2006, as amended as of January 12, 2007, entered into
by and among VCR, LCR, 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).




          “COREA” means the Construction, Operation and Reciprocal Easement Agreement, to be entered
into by and between Phase II Mall Subsidiary and Grand Canal.




12









 








          “Corporate Ratings” means Borrower’s corporate family rating by Moody’s or Borrower’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 the funding of a Loan.




          “Credit Document” means this Agreement, the Notes, the Collateral Documents, the Bank
Intercreditor Agreement, any other intercreditor or similar agreements entered into in connection
with a Bank Credit Facility and each other agreement that expressly states by its terms that it is
a Credit Document.




          “Credit Party” means Borrower, VCR and each Restricted Subsidiary.




          “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 Loan made by a Lender to Borrower pursuant to Section 2.1(a).




          “Delayed Draw Term Loan Commitment” means the commitment of a Lender to make or otherwise fund
any Delayed Draw Term Loan and “Delayed Draw Term Loan Commitments” means such commitments of all
Lenders in the aggregate. The amount of each Lender’s Delayed Draw Term Loan Commitment, if any,
is set forth on Appendix A-1 or in the applicable Assignment Agreement, subject to any
adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the
Delayed Draw Term Loan Commitments as of the Restatement Effective Date is $167,000,000.




13









 








          “Delayed Draw Term Loan Commitment Period” means the period from the Restatement Effective
Date to the Delayed Draw Term Loan Commitment Termination Date.




          “Delayed Draw Term Loan Commitment Termination Date” means the earliest to occur of (i) June
30, 2008, (ii) the date on which the full amount of Delayed Draw Term Loans available to be
borrowed have been borrowed, (iii) the date of the termination of the Delayed Draw Term Loan
Commitments pursuant to Section 8.1.




          “Delayed Draw Term Loan Exposure” means, with respect to any Lender as of any date of
determination, (i) prior to the termination of the Delayed Draw Term Loan Commitments, the sum of
(a) that Lender’s Delayed Draw Term Loan Commitment and (b) the aggregate outstanding principal
amount of the Delayed Draw Term Loans of that Lender; and (ii) after the termination of the Delayed
Draw Term Loan Commitments, the aggregate outstanding principal amount of the Delayed Draw Term
Loans of that Lender.




          “Delayed Draw Term Loan Note” means a promissory note in the form of Exhibit H, 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.




          “Designated FF&E” means all of the equipment, fixtures, furniture, furnishings and goods that
are listed on Schedule A hereto (as such schedule may be updated from time to time as
permitted by this Agreement).




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




          “Domestic FF&E” means all of the equipment, fixtures, furniture, furnishings and goods
financed hereunder other than Imported FF&E.




          “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), and (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); 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 extends credit
or buys loans; provided that no Credit Party nor LVSC or any Subsidiary of LVSC shall be an
Eligible Assignee; provided, further, that so long as no Event of Default shall
have occurred and be continuing, no (i) 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); provided that a passive investment
constituting less than 10% of the common stock of any such




14









 







casino shall not constitute ownership thereof for the purposes of this definition, (ii) 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); 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 (iii) union pension fund;
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, shall
be an Eligible Assignee; provided, further, that no more than 20% of the aggregate
Loans and/or Commitments may be held by Adelson or any of his Related Parties or Affiliates, 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.




          “Eligible FF&E” means all of the equipment, fixtures, furniture, furnishings and goods that
are (a) Designated FF&E (or such other equipment, fixtures, furniture, furnishings and goods as may
be reasonably acceptable to Collateral Agent), (b) owned by Borrower or VCR (or to be owned by
Borrower or VCR upon or immediately following funding of the related Delayed Draw Term Loan
hereunder) and (c) reflected in the most recent Borrowing Base Certificate delivered to
Administrative Agent in connection with a Delayed Draw Term Loan pursuant to Section 2.1, except
any equipment, fixtures, furniture, furnishings and goods to which any of the exclusionary criteria
set forth below applies (which may not be included in the Borrowing Base Certificate).
Administrative Agent shall have the right, in consultation with the Borrower, to establish, modify
or eliminate Reserves against Eligible FF&E from time to time in its reasonable credit judgment.
Eligible FF&E funded by any Delayed Draw Term Loan shall not include any equipment, fixtures,
furniture, furnishings and goods of Borrower or VCR, as the case may be, that:





     (i) does not conform, in all material respects, to its general description in
Schedule A (as such schedule may be updated from time to time as permitted by this
Agreement) unless otherwise approved by Administrative Agent;




     (ii) the invoice for such equipment, fixtures, furniture, furnishings and goods is not
reasonably acceptable to Administrative Agent in form and substance;




     (iii) is purchased from an Affiliate of any Credit Party (except, in each case, to the
extent that the circumstances and purchase details have been disclosed in writing to, and
such purchase is at fair market value and on arms-length terms or is otherwise reasonably
approved by, the Administrative Agent);




     (iv) is not owned (or will not be owned upon or immediately following funding of the
related Delayed Draw Term Loan) by Borrower or VCR free and clear of all Liens and rights of
any other Person, except for the Liens in favor of (A) Collateral Agent, on behalf of the
Secured Parties, (B) Liens in favor of any Bank Agent or any



15









 







other Person which Liens shall be released on or prior to the date the applicable
Delayed Draw Term Loan is made with respect thereto and (C) other Permitted Liens that are
either (x) subordinate to the Liens in favor of the Collateral Agent on behalf of the
Secured Parties or (y) otherwise acceptable to the Collateral Agent;




     (v) is located outside of the United States;




     (vi) as to which Collateral Agent’s Lien, on behalf of itself and Lenders, therein is
not a First Priority perfected Lien;




     (vii) is not to be used in the development or operation of the Palazzo Project or the
Existing Facility;




     (viii) has not been delivered to or is not physically located at the site of the
Palazzo Project or the Existing Facility and installed or able to be installed in a
reasonable period of time (to the extent installation is required), or is not held in safe
custody pending such delivery and/or installation;




     (ix) fails to meet all of the following criteria: (i) is located on premises owned by
Borrower or VCR or leased by Borrower or VCR, or is stored with a bailee, warehouseman or
similar Person, and (ii) (w) if located on any premises owned by Borrower or VCR and subject
to any mortgage or deed of trust (other than any mortgage or deed of trust in favor of a
Bank Agent and/or the Bank Lenders existing on the Restatement Effective Date), a
satisfactory mortgagee waiver or other agreement has been delivered to Collateral Agent (it
being understood that in connection with any refinancing of the Bank Credit Facility
provisions substantially similar to the provisions in paragraph 3(f) of the Bank
Intercreditor Agreement will satisfy this subclause (w)), (x) if located on any premises
leased by Borrower or VCR, a satisfactory landlord waiver or other agreement has been
delivered to the Collateral Agent or (y) if stored with a bailee, warehouseman or similar
Person, a satisfactory bailee letter or other agreement, has been delivered to the
Collateral Agent or, in the case of clauses (w), (x) and (y) Reserves satisfactory to
Administrative Agent have been established with respect thereto;




     (x) was not acquired by Borrower or VCR within six months (or, in the case of the
initial Credit Date, 24 months) before the requested Credit Date therefor, was not new when
acquired by Borrower or VCR, is obsolete or, in Administrative Agent’s reasonable credit
judgment, is damaged or is not fully assembled or able to be assembled in a reasonable
period of time, in reasonably good working order and condition for its intended purpose;




     (xi) is not covered by applicable manufacturers’ warranties or casualty insurance
reasonably acceptable to Administrative Agent;




     (xii) has failed to pass inspections or tests required by any Governmental Authority,
or failed to have any licenses, registrations or permits required by any Governmental
Authority as of the applicable date of such requirement, except, that any license,
registration or permit that is not material may be obtained within five (5) Business Days of
such requirement;



16









 






     (xiii) as to which any of the representations or warranties pertaining thereto set
forth in the Credit Documents is untrue or incorrect in any material respect;




     (xiv) is (A) carpet, (B) tile or other floor covering, (C) wallpaper or other
wall-covering, (D) eating utensils, dinnerware, glassware or other breakable kitchen-related
items used in a kitchen, (E) curtains, (F) mattresses, linens or other items related to
bedding, (G) a motor vehicle or (H) is a base for a slot machine or a stool to be used in
conjunction with a slot machine unless, in each case, the related slot machine is also being
financed with the proceeds of the Delayed Draw Term Loans; or




     (xx) has Intellectual Property affixed thereto, embedded therein, or necessary to the
operation thereof, and the transfer or assignment of any rights to such Intellectual
Property will impede Collateral Agent in the exercise of its remedies, unless the inclusion
of such equipment, fixture, furniture, furnishing and good is otherwise consented to by
Collateral Agent.



          “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.




          “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 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




17









 







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(d) of the Internal Revenue Code) or the
failure to make by its due date a required installment under Section 412(m) of the Internal Revenue
Code with respect to any Pension Plan 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 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




18









 







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; or (k) the imposition of a Lien pursuant to Section 401(a)(29) or
412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.




          “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.




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




          “Excluded Subsidiary” means (i) any foreign Subsidiaries of Borrower or Interface, (ii) VML US
Finance LLC, and its Subsidiaries, (iii) Venetian Interactive LLC, and its Subsidiaries, (iv) all
of the PA Subsidiaries, (v) each Restaurant Joint Venture, (vi) Grand Canal Shops Mall MM
Subsidiary, Inc., and (vii) any subsidiary designated as an Excluded Subsidiary pursuant to the
following two paragraphs.




19









 








          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 Equity
Interests 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 Equity Interests 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) does not own any Collateral; (iv) at the time of designation, together with its Subsidiaries,
holds no more, taken together with all other Subsidiaries so designated since the Restatement
Effective Date, than 5% in the aggregate of the net tangible assets of the Credit Parties, and (v)
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 Restatement Effective 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) the 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.




          “Existing Facility” means The Venetian Resort Hotel Casino, a Venetian-themed hotel, casino,
retail, meeting and entertainment complex located at 3355 Las Vegas Boulevard South, Las Vegas,
Nevada 89109 (located in Clark County, Nevada).




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




          “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.




20









 








          “Fair Share” as defined in Section 7.2.




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




          “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.




          “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 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 (other than Permitted Liens)
to which such Collateral is subject.




          “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 and Payment Account” means (a) the following account of the Administrative Agent:



ABA No. 021 001 033

Account Number 50279513

Deutsche Bank, New York, New York

Account Name: GECC CIF Collection Account

Reference: Las Vegas Sands/CFN8634




21









 







or (b) such other account of the Administrative Agent or of a third party or sub-agent, as
appropriate, as may from time to time hereafter be designated as such in a written notice delivered
by the Administrative Agent to the Borrower and each Lender.




          “Funding Default” as defined in Section 2.22.




          “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.




          “GE Capital” as defined in the preamble hereto.




          “GECM” as defined in the preamble hereto.




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




          “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 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.




          “Guaranteed Obligations” as defined in Section 7.1.




          “Guarantor” means Interface (whether or not a Subsidiary of Borrower), VCR and each other
Domestic Subsidiary of Borrower or Interface, other than any Excluded




22









 







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.




          “Hard Costs” means, with respect to any equipment, fixtures, furniture, furnishings and other
goods financed hereunder, an amount equal to the actual invoiced purchase price thereof (net of any
and all discounts, credits, commissions, rebates and allowances) after excluding any installation
costs, sales taxes, freight, delivery charges and other soft costs.




          “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 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
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 or interest rates.




23









 








          “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 Effective Date, (i) the annual
report on Form 10-K for each of the Fiscal Years ended December 31, 2006 and December 31, 2005 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, 2007, 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 Atlantic-Pacific, Las Vegas LLC, a Delaware limited liability company 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, (b) the Energy Services Agreement, dated as of November 14, 1997, as
amended on July 1, 1999, between Interface and the HVAC Provider (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.




          “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, (iv) holds no assets (including other licenses)
material to the operations of the Resort Complex, and (v) holds no Collateral.




          “Imported FF&E” means any equipment, furniture, fixtures, furnishings, goods or other items of
personal property manufactured or assembled in, or sourced from, Asia and acquired (or to be
acquired) by Borrower or VCR directly from the manufacturer or assembler or indirectly through a
supplier or other vendor.




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




24









 








          “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 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,




25









 







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 Borrower contained in the Administrative Agent’s Fee
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.




          “Installment” as defined in Section 2.12.




          “Intellectual Property” as defined in the Security Agreement (as defined in the Bank Credit
Agreement).




          “Intercompany Note” means that certain global promissory note dated May 23, 2007, 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, 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




26









 







Day of a calendar month; and (c) no Interest Period with respect to any portion of any Loans
shall extend beyond the Maturity 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 Interface Group-Nevada, Inc., a Nevada corporation.




          “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof
and from time to time hereafter, and any successor statute.




          “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.




          “JDA” means the Joint Development Agreement, dated as of February 25, 2004 (as amended on
January 17, 2007), between VCR (as successor to LCR) and Cap II-Buccaneer, LLC.




          “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.




27









 








          “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.




          “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.




          “Lender” means each financial institution listed on the signature pages hereto as a Lender,
and any other Person that becomes a party hereto pursuant to an Assignment Agreement.




          “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 a Delayed Draw Term Loan.




          “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 Restatement Effective 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 Restatement
Effective 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 the Borrower.




          “LVSC Notes” means (x) $250,000,000 in principal amount of 6.375% Senior Notes issued by LVSC
due 2015 and (y) Indebtedness 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




28









 







Refinancing Fees), (c) there shall be no scheduled amortization of principal on any portion of
such Indebtedness until a date six months following the 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 Maturity Date.




          “LVSC Notes Documents” means the LVSC Notes, the LVSC Notes Indenture 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 May 23, 2007, among LVSC, the subsidiary guarantors party thereto and the LVSC Notes
Indenture Trustee.




          “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.




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




          “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), (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, or (c) a material adverse effect on the Collateral, taken as a whole.




          “Material Contract” means the Cooperation Agreement, the PA Investment Notes, the Walgreens’
Documents, the Harrah’s Shared Garage Lease, the Palazzo Mall Sale Agreement, the Office Space
Lease, the Casino Level Mall Lease, and any contract or other arrangement entered into after the
Restatement Effective 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 the 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.




29









 








          “Material Subsidiary” means Interface, VCR 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, (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, or (iii) holds any
Collateral.




          “Maturity Date” means the earlier of (i) June 15, 2011, and (ii) the date that all Delayed
Draw Term Loans shall become due and payable in full hereunder, whether by acceleration or
otherwise.




          “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).




          “Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as
defined in Section 3(37) 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 Collateral Sale Proceeds” means the aggregate cash proceeds received by any Credit Party
in respect of any Collateral Sale, net of (a) the direct costs relating to such Collateral Sale
(including legal, accounting and investment banking fees and expenses, sales and marketing
expenses, 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), and (b) any reserve for
adjustment in respect of the sale price of the Collateral disposed of or any liabilities associated
with such Collateral in such Collateral Sale and the deduction of appropriate amounts provided by
the seller as a reserve in accordance with GAAP against any liabilities associated with the
Collateral disposed of in the Collateral Sale and retained by a Credit Party.




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




          “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 and 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) any amounts required to be reinvested in other assets
or expended or applied to restore or replace any property or assets,




30









 







pursuant to the Cooperation Agreement to the extent so reinvested, expended or applied and, if
derived from assets other than the Collateral, 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 securing the Bank Credit Facility 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.




          “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 (other than Collateral)
(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 Delayed Draw Term Loan Note.




          “Notice” means a Funding 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 Lenders under the Credit Documents, whether for principal, interest,
premium, if any, 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.




          “OFAC” as defined in Section 5.8(a).




31









 








          “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.




          “Opening Date Conditions” means the date on which the Palazzo Project, PA Retail Project, or
PA Gaming Project, as the case may be, is open to the general public and is accepting customers, as
certified by the Borrower to the Administrative Agent.




          “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 Bank Credit Facility Documents, 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.




          “Other FF&E Facility” means any credit facility, vendor financing, mortgage financing,
purchase money obligation, capital lease or similar arrangement incurred to finance or refinance
construction, purchase or lease of furniture, fixtures, equipment (including Specified FF&E) or
other real or personal property acquired after February 22, 2005 pursuant to subsections 6.1(f) or
(j) (but in each case excluding any Collateral).




          “PA Contribution Agreement” means that certain Amended and Restated Contribution Agreement,
dated as of December 3, 2004, between Bethworks Now, LLC and Las Vegas Sands, LLC, solely as in
effect on the Restatement Effective Date, and as amended thereafter with the consent of the
Administrative Agent (such consent not to be unreasonably withheld).




32









 








          “PA Gaming” means the “Casino Joint Venture”, as such term is defined in the PA Contribution
Agreement.




          “PA Gaming Opening Date” means the date on which the Opening Date Conditions relating to the
PA Gaming Project have all been satisfied.




          “PA Gaming Project” means the “Casino/Hotel Project”, as such term is defined in the PA
Contribution Agreement.




          “PA Investment Note” as defined in the Bank Credit Agreement.




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




          “PA Retail” means the “Retail Joint Venture”, as such term is defined in the PA Contribution
Agreement.




          “PA Retail Opening Date” means the date on which the Opening Date Conditions relating to the
PA Retail Project have all been satisfied.




          “PA Retail Project” means the “Retail Project”, as such term is defined in the PA Contribution
Agreement.




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




          “Palazzo Condo Tower” means the saleable residential space to be developed and constructed on
the Palazzo Site, currently expected to consist of approximately 300 units and approximately
1,000,000 square feet.




          “Palazzo Condo Tower Parcel” means the airspace parcel within which the Palazzo Condo Tower
will be constructed, as more specifically described in the Walgreens’ Sale and Purchase Agreement.




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




          “Palazzo Mall” means a commercial retail mall facility to be built in connection with the
Palazzo Project to be located within certain airspace within the Palazzo Project.




          “Palazzo Mall Parcel” means the airspace parcel within which part of the Palazzo Mall will be
constructed, as more specifically described in the Walgreens’ Lease.




          “Palazzo Mall Sale” means the 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




33









 







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 Opening Date” means the date on which the Opening Date Conditions relating to the
Palazzo Project have all been satisfied.




          “Palazzo Project” means an approximately 3,000 room hotel, casino, retail, meeting and
residential complex (commonly known as The Palazzo Resort Hotel Casino) to be 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).




          “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 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.




          “Permitted Lien” means those Liens permitted under the provisions of Section 6.2 hereof.




          “Permitted Subordinated Indebtedness” means any unsecured Indebtedness of the Credit Parties
(a) for which no installment of principal matures earlier than 12 months after





34











 




the Maturity Date and (b) for which the payment of principal and interest is subordinated in
right of payment to the 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.




          “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 Borrowers” means the Phase II Mall Subsidiary and Phase II Mall Holdings.



          “Phase II Mall Subsidiary” means Phase II Mall Subsidiary, LLC, a Delaware limited liability
company, and a wholly-owned direct Subsidiary of Phase II Mall Holdings.



          “Phase II Mall Holdings” means Phase II Mall Holding, LLC, a Nevada limited liability company,
and a wholly-owned indirect Subsidiary of LCR Holdings.



          “Platform” means Intralinks, IntraAgency or another substantially equivalent website.



          “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. The Administrative 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 Administrative Agent, 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 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.



          “Projections” as defined in Section 4.8.



35









 





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



          “Pro Rata Share” means with respect to all payments, computations and other matters relating
to the Delayed Draw Term Loan of any Lender, the percentage obtained by dividing (a) the Delayed
Draw Term Loan Exposure of that Lender by (b) the aggregate Delayed Draw Term Loan Exposure of all
Lenders.



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



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



          “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, expenses, premiums, make-whole payments,
and accrued and unpaid interest refinanced or paid or incurred in connection therewith.



          “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.



          “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).



36









 





          “Related Soft Costs” means, with respect to any equipment, fixtures, furniture, furnishings
and other goods financed hereunder, the invoiced price (net of any and all discounts, credits,
commissions, rebates and allowances) of the installation costs, storage costs, insurance, sales,
use, value added and similar taxes, freight and delivery charges and (to the extent, specifically
disclosed to, and approved by, the Administrative Agent) administrative costs in each case related
to such equipment, fixtures, furniture, furnishings and other goods.



          “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 Collateral” has the meaning ascribed to it in Section 5.5(b).



          “Replacement Lender” as defined in Section 2.23.



          “Requisite Lenders” means (a) at any time that GE Capital as a Lender holds more than 50% of
the sum of the aggregate outstanding principal amount of all Loans and unused amount of the
Commitments of all Lenders (and provided that there are then at least two other Lenders which are
not Affiliates of each other), at least two Lenders then holding in the aggregate more than 50% of
the sum of the aggregate outstanding principal amount of all Loans and unused amount of the
Commitments of all Lenders and (b) at any other time, one or more Lenders then holding more than
50% of the sum of the aggregate outstanding principal amount of all Loans and unused amount of the
Commitments of all Lenders.



          “Reserves” means, with respect to any Borrowing Base, reserves established by Administrative
Agent from time to time in its reasonable discretion against Eligible FF&E pursuant to this
Agreement.



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



          “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 Effective Date” means the date on which the initial Delayed Draw Term Loans are
made, which shall occur on August 21, 2007.



          “Restatement Effective Date Certificate” means a Restatement Effective Date Certificate
substantially in the form of Exhibit C.



          “Restaurant Joint Venture” means TK Las Vegas LLC, CTVR Associates, LLC, BBLV, LLC, LV Noodle
Concept LLC, and any other Joint Venture formed or entered



37









 







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.



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



          “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).



          “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 expected to be
developed and constructed on the Central Park West Site.



          “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 VCR as of the Restatement Effective Date substantially in the form of
Exhibit M, as it may be amended, supplemented or otherwise modified from time to time.



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          “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 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).



          “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.



          “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 Restatement Effective
Date or with respect to any transaction contemplated or undertaken after the Restatement Effective
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 with the proceeds from an Other FF&E Facility and not with the proceeds of
any borrowings made under this Agreement (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 Collateral Agent in its reasonable
discretion; provided that Specified FF&E shall not include the Collateral.



39









 





          “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.



          “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, 2007, by and
among LVSC, Borrower, and certain other subsidiaries of Borrower solely as in effect on the
Restatement Effective Date, and as thereafter amended with the consent of the Administrative Agent
(such consent not to be unreasonably withheld).



          “Termination Date” means the date on which all payment Obligations (other than with respect to
contingent obligations (including indemnity claims) (i) for which no claim has been asserted as of
such date or (ii) for which a claim has been made and has been cash collateralized to the
Administrative Agent’s reasonable satisfaction) have been repaid in full in cash and all
Commitments shall have terminated.



          “Term Loan” means a Delayed Draw Term Loan.



          “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.



          “Total Permitted Costs” means, with respect to any equipment, fixtures, furniture, furnishings
and other goods financed hereunder, an amount equal to the sum of its Hard Costs and Related Soft
Costs; provided, that the aggregate Related Soft Costs of all Domestic FF&E financed
hereunder shall not exceed 25% of the aggregate Total Permitted Costs of all such Domestic FF&E;
and provided, further, that the aggregate Related Soft Costs of all Imported FF&E
financed hereunder shall not exceed 30% of the aggregate Total Permitted Costs of all such Imported
FF&E.



40









 





          “Type of Loan” means a Base Rate Loan or a Eurodollar Rate Loan.



          “Unamortized Term Loan Balance” means, at any time with respect to any units or items of
Collateral, an amount as reasonably determined by Administrative Agent equal to the product of (i)
the then outstanding aggregate principal balance of all Term Loans, multiplied by (ii) a fraction
in which (A) the numerator is an amount equal to the original Hard Costs of such units or items of
Collateral and (B) the denominator is an amount equal to the aggregate original Hard Costs of all
then existing units or items of Collateral (including those units or items referenced in the
numerator).



          “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.



          “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.



          “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’ Lease, the Walgreens’ CC&R’s, the
Walgreens’ Sale and Purchase Agreement, 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 and as of January 12, 2007.



41









 





          “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.



     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.



SECTION 2. LOANS




     2.1 Delayed Draw Term Loans.



          (a) Delayed Draw Term Loan Commitments. During the Delayed Draw Term Loan Commitment
Period, subject to the terms and conditions hereof, each Lender severally



42









 







agrees to make Delayed Draw Term Loans to Borrower in an aggregate amount up to but not
exceeding such Lender’s Delayed Draw Term Loan Commitment. Any amount borrowed under this Section
2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and
2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full
no later than the Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall expire on
the Delayed Draw Term Loan Commitment Termination Date. Attached hereto as Schedule A is a
list of Designated FF&E that may be purchased by Borrower with the proceeds of the Delayed Draw
Term Loans (which Schedule A may be amended from time to time with the consent of the
Administrative Agent).



          (b) Delayed Draw Term Loan Mechanics.




          (i) Delayed Draw Term Loans shall be made in an aggregate minimum amount of $2,000,000
and integral multiples of $100,000 in excess of that amount. The amount of any Delayed Draw
Term Loans to be made at any time shall not exceed the Borrowing Availability at such time
as determined by reference to the applicable Borrowing Base Certificate.




          (ii) Whenever Borrower desires that Lenders make Delayed Draw Term Loans (including
Delayed Draw Term Loans to be made on the Restatement Effective Date), Borrower shall
deliver to Administrative Agent a fully executed and delivered (A) Funding Notice and (B)
Borrowing Base Certificate (covering the then existing Eligible FF&E including the
Designated FF&E to be financed or refinanced with the proceeds of such Delayed Draw Term
Loans), each no later than 2:00 p.m. (New York City time) at least five Business Days in
advance of the proposed Credit Date (or such shorter time as is agreed to by the
Administrative Agent in writing) and shall include the information required in the Funding
Notice and such other information as may be reasonably required by Administrative Agent,
including identification of the units or items of Designated FF&E (or other equipment,
fixtures, furniture, furnishings and goods reasonably acceptable to Administrative Agent) to
be financed or refinanced with the proceeds of such Delayed Draw Term Loans and the total
cost thereof (including separate breakouts of (I) the portion of such total cost which
consists of Hard Costs, Related Soft Costs and any other cost elements and (II) with respect
to each unit or item, the Hard Costs thereof and, to the extent available to Borrower, the
Related Soft Costs and any other cost elements thereof). Borrower shall notify
Administrative Agent in writing, as soon as possible and in any event immediately before the
applicable Credit Date, if any of the matters certified in such Funding Notice is no longer
true and correct in all material respects as of such Credit Date. Except as otherwise
provided herein, a Funding Notice for a Delayed Draw Term 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 Delayed Draw Terms 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, (provided Administrative Agent
shall have received such notice by 10:00 a.m. (New York City



43









 

\





time)) but 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 Delayed Draw Term 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
Delayed Draw Term 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 Delayed Draw Term
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.



     2.2 [Intentionally Reserved.]



     2.3 [Intentionally Reserved.]



     2.4 [Intentionally Reserved.]



     2.5 Pro Rata Shares; Availability of Funds.



          (a) Pro Rata Shares. All Loans shall be made 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 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.



          (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. Nothing in this Section 2.5(b) shall be deemed to relieve any
Lender from its obligation to fulfill



44









 







its 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 Delayed Draw Term Loans shall be applied by Borrower
(a) to finance or refinance the acquisition by Borrower or VCR of units or items of Designated FF&E
purchased for, installed or used at the Palazzo Project or the Venetian Facility and (b) to pay
fees and expenses incurred in connection with the Loans. No portion of the proceeds of any Loan
shall be used in any manner that causes or might cause such Loan 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 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 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 Loans in
accordance with the provisions of Section 10.6, and each repayment or prepayment in respect of the
principal amount of the Loans, 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 Borrower’s Obligations in respect of any Loan.
Borrower hereby designates GE Capital to serve as Borrower’s agent solely for purposes of
maintaining the Register as provided in this Section 2.7(b), and Borrower hereby agrees that, to
the extent GE Capital serves in such capacity, GE 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 Restatement Effective 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 Restatement Effective Date (or, if such notice is delivered after the Restatement
Effective Date, promptly after Borrower’s receipt of such notice) a Note or Notes to evidence such
Lender’s Delayed Draw Term Loan.



     2.8 Interest on Loans.



45









 





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




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




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



          (b) The basis for determining the rate of interest with respect to any Loan, 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 nine 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.



46









 





          (e) Except as otherwise set forth herein, interest on each Loan (i) 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 (iii) 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.



     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 Loan equal to $2,000,000 and integral
multiples of $500,000 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 $2,000,000 and integral multiples of
$500,000 in excess of that amount as a Eurodollar Rate Loan.



          (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 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
Required 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



47









 







such telephonic notice Borrower shall have effected a conversion or continuation, as the case
may be, hereunder.



     2.10 Default Interest. Upon the occurrence and during the continuation of an Event of
Default, the principal amount of all Loans outstanding 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;
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 Base Rate
Loans. 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) [Intentionally Reserved.]



          (b) [Intentionally Reserved.]



          (c) Borrower agrees to pay to Lenders commitment fees equal to the average of the daily unused
Delayed Draw Term Loan Commitments multiplied by 0.50% per annum. All fees referred to in
this Section 2.11(c) 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.



          (d) All fees referred to in Section 2.11(c) 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 Delayed Draw Term Loan Commitment Period commencing
on the first such date to occur after the Restatement Effective Date and on the Delayed Draw Term
Loan Commitment Termination Date.



          (e) Borrower agrees to pay to Administrative Agent such other fees in the amounts and at the
times set forth in the Administrative Agent’s Fee Letter.



          (f) Except as otherwise provided in the last sentence of this Section 2.11(f), if Borrower
pays after acceleration or prepays all or any portion of the Loans, whether voluntarily or
involuntarily and whether (in the case of a prepayment) before or after acceleration of the
Obligations, or if any of the Commitments are otherwise terminated or partially reduced by
Borrower, Borrower shall pay to Administrative Agent (for the ratable benefit of Lenders whose
Loans are being prepaid or repaid) as liquidated damages and compensation for the costs of being
prepared to make funds available hereunder an amount equal to the Applicable Percentage (as defined
below) multiplied by the principal amount of the outstanding Loans paid after
acceleration or prepaid or, without duplication, Commitments terminated or partially reduced by



48









 







Borrower. As used herein, the term “Applicable Percentage” shall mean (x) one percent (1%) in
the case of a repayment, prepayment, termination or reduction on or prior to December 31, 2007, (y)
three-quarters of one percent (0.75%), in the case of a repayment, prepayment, termination or
reduction after December 31, 2007 but on or prior to December 31, 2008, and (z) zero percent (0%),
in the case of a repayment, prepayment, termination or reduction after December 31, 2008. The
Borrower agrees that the Applicable Percentages are a reasonable calculation of Lenders’ lost
profits in view of the difficulties and impracticality of determining actual damages resulting from
an early prepayment of the Loans or early termination of the Commitments. Notwithstanding the
foregoing, (i) no prepayment fee shall be payable by Borrower upon (x) any mandatory payments or
prepayment made pursuant to Section 2.12(a) or Section 2.14 (except Section 2.14(c) with respect to
debt incurred in connection with the refinancing of the Obligations pursuant to a new credit
facility); provided, that in the case of such mandatory prepayment the transactions giving
rise thereto are permitted hereunder, (y) any prepayment required by any order of a Governmental
Authority, or (z) any prepayment pursuant to subsection 10.25(b) and (ii) if the Obligations are
refinanced pursuant to a new credit facility, each of those Lenders participating in such
refinancing shall not be entitled to any amounts payable under this Section 2.11(f) arising out of
such refinancing.



          (g) 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.



     2.12 Scheduled Payments/Commitment Reductions.



          (a) Amortization of Delayed Draw Term Loans. The principal amount of the Delayed Draw
Term Loans shall be repaid in consecutive quarterly installments (each, an “Installment”) on each
Quarterly Payment Date commencing on July 1, 2008, in an amount equal to 5.00% of the aggregate
principal amount of the Delayed Draw Term Loans outstanding on July 1, 2008, with the remainder due
in four equal installments on the final three Quarterly Payment Dates preceding, and on, the
Maturity Date.



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



     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 $1,000,000 and integral multiples of $500,000
in excess of that amount; and



49









 





                    (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 $1,000,000 and integral multiples of
$500,000 in excess of that amount; and




          (ii) All such prepayments shall be made without premium or penalty (other than any
prepayment fee required by Section 2.11(f)):



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



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


in each case, given to Administrative Agent 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 by telefacsimile or
telephone to each Lender). 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). Any such voluntary prepayment of the Loans must be accompanied by
the payment of any prepayment fee required by Section 2.11(f), to the extent applicable.




          (b) Voluntary Commitment Reductions. 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 Lender), at any time and from time to time terminate in whole or permanently
reduce in part, any then remaining and unitulized Delayed Draw Term Loan Commitments;
provided, any such partial reduction of such Commitments shall be in an aggregate minimum
amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Any such
voluntary termination or reduction of the Delayed Draw Term Loan Commitments must be accompanied by
the payment of any prepayment fee required by Section 2.11(f), to the extent applicable.



     2.14 Mandatory Prepayments/Commitment Reductions.



          (a) Collateral Sales. No later than the fifth Business Day following the date of
receipt by the Credit Parties of any Net Collateral Sale Proceeds in respect of any Collateral
Sale, Borrower shall prepay the Loans in an aggregate amount equal to the greater of (i) such Net
Collateral Sale Proceeds or (ii) the Unamortized Term Loan Balance associated with the Collateral
disposed of in such Collateral Sale.



          (b) Insurance/Condemnation Proceeds. Subject to the Cooperation Agreement and except
as may be otherwise expressly permitted by Section 5.5(b), promptly upon (and in any event within
five (5) Business Days after) receipt by any Credit Party of any Net Loss Proceeds resulting from
an Event of Loss with respect to any of the Collateral, the Borrower



50









 







shall prepay the Loans in an amount equal to the greater of (i) the amount of such Net Loss
Proceeds or (ii) the Unamortized Term Loan Balance associated with the Collateral.



          (c) Issuance of Debt. To the extent not applied to pay or prepay the “Obligations”
under any Bank Credit Agreement in accordance with the terms thereof, on the fifth Business Day
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), Borrower shall prepay the Loans and/or the Delayed Draw Term
Loan Commitments shall be permanently reduced as set forth in Section 2.15(b) in 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”).



          (d) [Intentionally Reserved.]



          (e) Prepayment Certificate. Concurrently with any prepayment of the Loans 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 Collateral 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 Borrower shall concurrently therewith
deliver to Administrative Agent an Officers’ Certificate demonstrating the derivation of the
additional Net Proceeds Amount resulting in such excess.



     2.15 Application of Prepayments/Reductions.



          (a) Application of Voluntary Prepayments. Following the payment of the fee owing
under Section 2.11(f), if any, any prepayment of any Loan pursuant to Section 2.13(a) shall be
applied to prepay the Loans.



          (b) Application of Mandatory Prepayments. Following the payment of the fee owing
under Section 2.11(f), if any, any amount required to be paid pursuant to Sections 2.14(a) through
2.14(c) shall be applied to prepay the Loans; provided, that at any time prior to the
Delayed Draw Term Loan Commitment Termination Date, if any prepayments are required in accordance
with this Section 2.15(b), the Loans shall be prepaid, and the remaining Delayed Draw Term Loan
Commitments shall be reduced pro rata.



          (c) Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans.
Any prepayment of the Loans shall be applied first to Base Rate Loans to the full extent thereof
before application to Eurodollar Rate Loans 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



51









 







p.m. (New York City time) on the date due via wire transfer to the Funding and Payment
Account; 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 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) 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.



          (f) Prior to the Delayed Draw Commitment Termination Date, 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.



52









 





          (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 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 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.



     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



53









 







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 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



54









 







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.



     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 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 date hereof, or compliance by such Lender with any guideline, request or
directive issued or made after the date hereof 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;



55









 







(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.



          (b) Capital Adequacy Adjustment. In the event that any Lender shall have determined
that the adoption, effectiveness, phase-in or applicability after the Restatement Effective 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 participations therein or other obligations hereunder with
respect to the Loans 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



56









 







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
(A) 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
under, or enforced, this Agreement or any other Credit Document), (B) any branch profits taxes
imposed by the United States of America or any similar tax imposed by any other jurisdiction
described in clause (A) above, (C) any taxes that are attributable to such Lender’s failure to
comply with the requirements of Section 2.20(c), (D) in the case of any Non-US Lender, any United
States withholding taxes imposed on amounts payable to such Lender at the time such 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 the Borrower with respect to such non
excluded Taxes pursuant to this Section 2.20 (such excluded taxes hereinafter referred to as
“Excluded Taxes”), or (E) 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 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



57









 







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 Restatement Effective Date (in the case of each Lender
listed on the signature pages hereof on the Restatement Effective 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 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 Restatement Effective 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,



58









 







or notify Administrative Agent and Borrower of their inability to deliver any such forms,
certificates or other evidence. 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).



          (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 the Borrower or with
respect to which the 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 the Borrower
(but only to the extent of indemnity payments made, or additional amounts paid, by the 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 the Borrower, upon request of the Administrative Agent or such Lender, agrees to repay the
amount paid over to the 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 the Borrower or any other Person).



     2.21 Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the
officer of such Lender responsible for administering its Loans 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 Loans,
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 Loans through such other office or in accordance with such
other measures, as the case may be, would not otherwise adversely affect such Loans 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 agrees that it will not request compensation under Sections 2.18, 2.19 or 2.20 unless such
Lender requests compensation from borrowers under other lending arrangements with such 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 Delayed Draw Term Loan (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 Delayed Draw Term Loans shall, if Borrower so
directs at the time of making such voluntary prepayment, be applied to the Delayed Draw Term Loans
of other Lenders as if such Defaulting Lender had no Delayed Draw Term Loans outstanding and the
Delayed Draw Term Loan Exposure of such Defaulting Lender were zero, and (ii) any mandatory
prepayment of the Delayed Draw Term Loans shall, if Borrower so directs at the time of making such
mandatory prepayment, be applied to the Delayed Draw Term Loans of other Lenders (but not to the
Delayed Draw Term 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 Delayed Draw Term Loans that is
not paid to such Defaulting Lender solely as a result of the operation of the provisions of this
clause (b); and (c) such Defaulting Lender’s Delayed Draw Term Loan Commitment and outstanding
Delayed Draw Term Loans shall be excluded for purposes of calculating the Delayed Draw Term Loan
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 Delayed
Draw Term Loan Commitment fee pursuant to Section 2.11 with respect to such Defaulting Lender’s
Delayed Draw Term Loan Commitment in respect of any Default Period with respect to such Defaulting
Lender. No Delayed Draw Term Loan 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 shall have been obtained but the consent of one or more of the other Lenders (each a
“Non-Consenting Lender”) whose consent is required shall not have been



60









 







obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or
Non-Consenting Lender (the “Terminated Lender”), Borrower may, by giving written 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, 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 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, and (B) 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.
Upon the prepayment of all amounts owing to any Terminated Lender, 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 Right of Financing. So long as (i) there is any remaining Borrowing Availability, (ii)
the applicable units or items of equipment, fixtures, furniture, furnishings or goods qualify as
Eligible FF&E, and (iii) the conditions of Section 3.2 are otherwise satisfied (except in the case
of any such failed condition that is in the reasonable control of the Borrower), each Lender having
a Delayed Draw Term Loan Commitment shall have the right, unless otherwise approved by the
Administrative Agent, to finance on the terms and conditions set forth in this Agreement and the
other Credit Documents, to the extent such Lenders have theretofore made any Delayed Draw Term
Loans to purchase any units or items of a particular Category of Goods, all units and items (other
than slot machines and slot related equipment, such as cash redemption machines) that otherwise
fall within the same Category of Goods.



SECTION 3. CONDITIONS PRECEDENT




     3.1 Restatement Effective Date. The obligation of each Lender to make Loans on the
Restatement Effective Date is subject to the satisfaction, or waiver in accordance with Section
10.5, of the following conditions on or before the Restatement Effective Date:



          (a) Credit Documents. Administrative Agent shall have received sufficient copies of
each Credit Document originally executed and delivered by each applicable Credit Party for each
Agent.



          (b) [Intentionally Reserved.]



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          (c) Organizational Documents; Incumbency. Administrative Agent shall have received
(i) sufficient copies of each Organizational Document of each Credit Party, as applicable, and, to
the extent applicable, certified as of a recent date by the appropriate governmental official, for
each Agent, each dated the Restatement Effective Date or a recent date prior thereto; (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
Agreement 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 Effective Date, certified as of the Restatement Effective Date by its
secretary or an assistant secretary as being in full force and effect without modification or
amendment; (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 Effective Date; and (v) such other documents as Administrative Agent
may reasonably request, each of which shall be reasonably satisfactory to the Arranger.



          (d) [Intentionally Reserved.]



          (e) Governmental Authorizations and Consents. All necessary material governmental and
third-party approvals and consents required to have been obtained by the Restatement Effective Date
in connection with the transactions contemplated hereunder (including the development, construction
and operation of the Resort Complex) shall have either (a) been received and shall be in full force
and effect, and all applicable waiting periods shall have expired without any action being taken by
any applicable authority, or (b) been received pending the expiration of any such applicable
waiting period and shall be reasonably expected to be obtained upon the termination of such waiting
period, and all further such approvals to be obtained between the Restatement Effective Date and
the date upon which the Palazzo Opening Date is expected to occur shall be obtainable without
material difficulty prior to the time that it becomes required.



          (f) [Intentionally Reserved.]



          (g) Collateral. In order to create in favor of Collateral Agent, for the benefit of
Secured Parties, a valid, perfected First Priority security interest in the Collateral, the
Borrower and VCR shall have delivered to Collateral Agent:




          (i) evidence reasonably satisfactory to Collateral Agent of the compliance by each of
the Borrower and VCR of their obligations under the Security Agreement and the other
Collateral Documents (including their obligations to authorize filing of UCC financing
statements); and




          (ii) opinions of counsel (which counsel shall be reasonably satisfactory to Collateral
Agent) with respect to the creation and perfection of the security interests in favor of
Collateral Agent in such Collateral and such other matters governed by the laws of each
jurisdiction in which any Credit Party or any Collateral is located as Collateral



62









 







Agent may reasonably request, in each case in form and substance reasonably
satisfactory to Collateral Agent.



          (h) Financial Statements; Projections. Lenders shall have received from Borrower (i)
the Historical Financial Statements and (ii) the Projections.



          (i) Evidence of Insurance. Borrower shall have insurance complying with the
requirements of Section 5.5 in place and in full force and effect, and Administrative Agent and
Arranger shall have received (i) a certificate from Borrower’s insurance broker reasonably
satisfactory to them stating that such insurance is in place and in full force and effect and (ii)
certified copies of all policies evidencing such insurance (or a binder, commitment or certificates
signed by the insurer or a broker authorized to bind the insurer along with a commitment to issue
the policies within 45 days after the Restatement Effective Date) naming Collateral Agent on behalf
of the Lenders as an additional insured or, with respect to the Collateral, loss payee, as its
interests may appear, and otherwise in form and substance reasonably satisfactory to Collateral
Agent.



          (j) Opinions of Counsel to Credit Parties. Lenders and their respective counsel shall
have received originally executed 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, and (ii) Lionel Sawyer & Collins LLP, Nevada counsel for the Credit Parties,
substantially in the form of Exhibit P-2, and setting forth opinions as to such other
matters as Administrative Agent may reasonably request, dated as of the Restatement Effective Date
and otherwise in form and substance reasonably satisfactory to Administrative Agent (and each
Credit Party hereby instructs such counsel to deliver such opinions to Agents and Lenders).



          (k) Fees and Costs. Borrower shall have paid to Administrative Agent (i) the fees
payable on the Restatement Effective Date referred to in Section 2.11(e) and (ii) to the extent
that invoices therefor have been provided on or before the Restatement Effective Date, all costs
and expenses of the Administrative Agent to the extent reimbursable by the Borrower under Section
10.2.



          (l) Solvency Certificate. On the Restatement Effective Date, Administrative Agent
shall have received a Solvency Certificate from Borrower substantially in the form of Exhibit
R demonstrating that after giving effect to the consummation of the transactions contemplated
hereunder and any rights of contribution, Borrower and its Subsidiaries, taken as a whole, are and
will be Solvent.



          (m) Restatement Effective Date Certificate. Borrower shall have delivered to
Administrative Agent an originally executed Restatement Effective Date Certificate, together with
all attachments thereto.



          (n) No Litigation. There shall not exist any action, suit, investigation, litigation,
proceeding, hearing or other legal or regulatory developments, pending or threatened in any court
or before any arbitrator or Governmental Authority that, in the reasonable opinion of
Administrative Agent, singly or in the aggregate, materially impairs any of the transactions



63









 







contemplated by the Credit Documents, or that could reasonably be expected to have a Material
Adverse Effect.



          (o) Completion of Proceedings. All corporate and other proceedings taken or to be
taken in connection with the transactions contemplated hereby and all documents incidental thereto
not previously found acceptable by Administrative Agent and its counsel shall be reasonably
satisfactory in form and substance to Administrative Agent and such counsel, and Administrative
Agent and such counsel shall have received all such counterpart originals or certified copies of
such documents as Administrative Agent may reasonably request.



          (p) Patriot Act. At least ten days prior to the Restatement Effective Date, Arranger
shall have received all documentation and other information required by bank regulatory authorities
under applicable “know-your-customer” and anti-money laundering rules and regulations, including
the U.S.A. Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Patriot Act”).



          (q) Bank Credit Agreement. Borrower shall have delivered to the Administrative Agent
complete and correct copies of the Bank Credit Agreement, the Bank Credit Facility Collateral
Documents and the other material Bank Credit Facility Documents as well as all exhibits and
schedules thereto.



          (r) [Intentionally Reserved.]



          (s) [Intentionally Reserved.]



          (t) Real Estate. Administrative Agent shall have received copies of existing title
insurance policies setting forth the name of the legal owner of, and a legal description for, each
premises to which any fixtures to be financed or refinanced hereunder are, or are expected to be,
affixed.



          (u) Subordinated Indebtedness. Administrative Agent shall have received evidence that
any Indebtedness of any Credit Party held by any other Credit Party (other than the Intercompany
Note), any Restricted Subsidiary, Affiliate or any Related Party, including any Shareholder
Subordinated Indebtedness, and any other Permitted Subordinated Indebtedness, shall be subordinated
to the Obligations and the documentation with respect thereto (including, without limitation, the
maturity thereof, the interest rate applicable thereto, the required payments with respect thereto,
and the covenants, events of default and subordination provisions with respect thereto) shall be in
form and substance, satisfactory to Administrative Agent.



          (v) Fee Letter. Administrative Agent shall have received duly executed originals of
the Administrative Agent’s Fee Letter.



          (w) [Intentionally Reserved.]



          (x) Landlord and Other Waivers. On or before the date which is 45 days following the
Restatement Effective Date, Collateral Agent, on behalf of Lenders, shall have received landlord
waivers and consents, bailee letters and mortgagee agreements in form and



64









 







substance reasonably satisfactory to Collateral Agent, in each case as (and to the extent)
required pursuant to Section 5.18.



          (y) Flow of Funds. Administrative Agent shall have received a flow of funds
memorandum (including, payment direction authorization for the disbursement of the Delayed Draw
Term Loan proceeds to be advanced on the initial Credit Date) in form and substance reasonably
satisfactory to Administrative Agent.



     3.2 Conditions to the Making of Loans.



          (a) Conditions Precedent. The obligation of each Lender to make any Loan on any
Credit Date, including the Restatement Effective Date, are 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 before that Credit Date, in accordance with the provisions hereof, the following in
form and substance reasonably satisfactory to Administrative Agent:



                    (1) a fully executed Funding Notice signed by an Authorized Officer of the Borrower
accompanied by (A) a list identifying the units or items of Designated FF&E (or other equipment,
fixtures, furniture, furnishings and goods reasonably acceptable to Administrative Agent) to be
financed or refinanced with the proceeds of such Delayed Draw Term Loan (including the total cost
thereof with separate breakouts of (i) the portion of such total cost which consists of Hard Costs,
Related Soft Costs and any other cost elements and (ii) with respect to each unit or item, the Hard
Costs thereof and, to the extent available to the Borrowers, the Related Soft Costs and any other
cost elements thereof) and (B) copies of invoices, any documents of title, and any other
documentation related to such units or items as required herein or as Administrative Agent may have
otherwise reasonably requested;



                    (2) a fully executed Borrowing Base Certificate signed by an Authorized Officer of the
Borrower; and



                    (3) a Collateral Schedule to the Security Agreement duly executed by an Authorized Officer on
behalf of the Borrower that describes the Eligible FF&E to be financed or refinanced by such
Delayed Draw Term Loan in a manner reasonably satisfactory to the Collateral Agent and accompanied
by all UCC-3 or other financing statement release forms or other release documentation reasonably
requested by Collateral Agent (including such forms and documentation duly executed by the Bank
Collateral Agent in accordance with the Bank Intercreditor Agreement);




          (ii) 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



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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; and




          (iii) after giving effect to the funding of each Delayed Draw Term Loan, (i) the then
outstanding principal amount of the Delayed Draw Term Loans shall not exceed the Borrowing
Base as set forth in the most recently delivered Borrowing Base Certificate and (ii) the
original principal amount of the Delayed Draw Term Loans advanced hereunder shall not exceed
the aggregate amount of the Delayed Draw Term Loan Commitments of all Lenders.



          (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 or
conversion/continuation, 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 or continuation/conversion. 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.



SECTION 4. REPRESENTATIONS AND WARRANTIES




     In order to induce Lenders to enter into this Agreement and to make each Loan to be made
thereby, each Credit Party represents and warrants to each Lender, on the Restatement Effective
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 Effective Date, there is no existing option, warrant, call, right, commitment or other



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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 percentage ownership interest of Borrower and each of its Subsidiaries in
its respective Subsidiaries as of the Restatement Effective 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.



     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 Effective 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 Effective 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.



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     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 Effective 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.



     4.8 Projections. On and as of the Restatement Effective Date, the projections of Borrower and
its Subsidiaries for the period of Fiscal Year 2007 through and including Fiscal Year 2011 (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 Effective
Date, management of Borrower believed that the Projections were reasonable and attainable.



     4.9 No Material Adverse Change. Since December 31, 2006, 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 the
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 the Borrower’s books and records.



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     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.



          (b) Real Estate. As of the Restatement Effective 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



69









 







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, the Bank Credit Facility Documents, 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.



     4.15 Material Contracts. Schedule 4.15 contains a true, correct and complete list of
all the Material Contracts in effect on May 23, 2007, 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 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 Obligations under the Credit Documents 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 the 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



70









 







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.



     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
Restatement Effective 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 Administrative Agent pursuant to the
Administrative Agent’s Fee Letter 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 Effective Date pursuant to Section 3.1 are effective to create in favor of Collateral
Agent for the benefit of the Secured Parties, as security for the 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 in full force and effect,
other than the filing of any UCC financing statements, and the periodic filing of UCC



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continuation statements in respect of UCC financing statements filed by or on behalf of the
Collateral Agent. The fixture filings set forth on Schedule K hereto cover each premises
to which any fixtures to be financed or refinanced hereunder are, or are expected to be, affixed
and the name of the legal owner of, and the legal description of, each such premises is accurately
set forth in the fixture filing therefor.



          (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).



          (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 Arranger,
Administrative Agent 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



72









 








(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), 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 Restatement Effective 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 the 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
the Borrower and its Subsidiaries, in each case (x) together with a Financial Officer
Certification and a Narrative Report with respect



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thereto, and (y) which information shall be made publicly available if at the time of
delivery LVSC continues to have any outstanding public securities;



          (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 Restatement
Effective 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 the 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 the
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;




          (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



75









 







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



76









 







(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;



          (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 30 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;



          (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 Reserved.];



          (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;



          (p) [Intentionally Reserved.]



          (q) Collateral Reports. (A) upon Collateral Agent’s reasonable request (and in any
event no less frequently than fifteen (15) Business Days after the end of each Fiscal Quarter



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and prepared by the Borrower as of the last day of the immediately preceding Fiscal Quarter),
with respect to Borrower and VCR, a summary of Collateral by location and type, in each case in
form and substance reasonably acceptable to Collateral Agent and accompanied by such supporting
detail and documentation as shall be reasonably requested by Collateral Agent; and (B) such other
reports, statements and reconciliations with respect to the Borrowing Base or Collateral as
Collateral Agent shall from time to time request in its reasonable discretion.



     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 or other disposition 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, the Collateral and all
other 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, after the Palazzo Opening Date, the
Palazzo Project, at standards of operation at least substantially equivalent to the standards of
operation of the Venetian Facility on the Restatement Effective 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 Project Documents, 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.
Such insurance shall, to the extent applicable, name the Collateral Agent on behalf of the Lenders
as an additional insured or, with respect to the Collateral, loss payee, as its interests may
appear, on terms reasonably satisfactory to the Collateral Agent.



          (a) Application of Net Loss Proceeds from Property other than Collateral. Borrower
shall (a) subject to the terms of the Bank Credit Agreement, apply Net Loss Proceeds from property
other than Collateral to restore, replace or rebuild the Resort Complex in accordance with the
Cooperation Agreement and (b) otherwise apply any Net Loss Proceeds to prepay the “Obligations”
outstanding under the Bank Credit Agreement.




          (b) Reinvestment of Net Loss Proceeds from Collateral. Notwithstanding the provisions
of Section 2.14(b), Borrower may elect not to apply Net Loss Proceeds resulting from an Event of
Loss with respect to any of the Collateral to the prepayment of the Obligations to the extent that:





     (i) Borrower intends to apply such Net Loss Proceeds within the earlier of (A) 365 days
following receipt of such Net Loss Proceeds or (B) 910 days following such Event of Loss to
repair or restore the affected Collateral substantially to the condition that existed
immediately prior to the Event of Loss or replace the affected Collateral (with items of
substantially the same function and condition that existed immediately prior to such Event
of Loss) for use in connection with the Existing Facility and/or the Palazzo Project (as the
case may be) and the Collateral Agent will have a First Priority perfected security interest
for the benefit of the Secured Parties in such Collateral (including any replacements
thereof);




     (ii) if there has also been an Event of Loss which materially and adversely affects the
operations of the Existing Facility or Palazzo Project (as the case may be), the Borrower
intends to repair, restore or rebuild the affected portions of the Existing Facility or
Palazzo Project (as the case may be) within the earlier of (A) 700 days following receipt of
the insurance proceeds relating to such Event of Loss or (B) 910 days following such Event
of Loss;




     (iii) if the Net Loss Proceeds which pertain to the affected Collateral at any time
exceed $3,500,000 in the aggregate, such Net Loss Proceeds in excess of $3,500,000 shall be
deposited, promptly (and in any event within five Business Days) after received in a
separate and segregated interest-bearing cash collateral account maintained by the
Collateral Agent and under its exclusive dominion and control, subject



80









 







to a First Priority perfected security interest in favor of Collateral Agent for the
benefit of itself and the other Secured Parties and, in any event, an amount not less than
the full replacement value of all such Collateral has been deposited into such cash
collateral account within 545 days following the Event of Loss to the extent (but only to
the extent) in excess of $3,500,000;




     (iv) there has not occurred any Event of Default or Potential Event of Default which is
then continuing; and




     (v) within 90 days after the Event of Loss, Borrower has furnished to the
Administrative Agent a certificate of an Authorized Officer of Borrower to the foregoing
effect.



     In such event, the Collateral Agent shall, so long as Borrower has provided a certificate
evidencing compliance with the requirements of clause (v) of the preceding sentence, hold all such
Net Loss Proceeds with respect to the Collateral paid to the Collateral Agent on behalf of
Borrower, and turn over such proceeds to Borrower when requested by Borrower from time to time to
enable the Borrower to rebuild, restore or replace such Collateral; provided that, (i) to
the extent required under clause (iii) of the immediately preceding sentence, amounts of Net Loss
Proceeds in excess of $3,500,000 (and the income and proceeds thereof) shall be held by the
Collateral Agent in a cash collateral account until delivered to Borrower as provided in this
sentence, (ii) the Collateral Agent shall not be required to turn over any such proceeds unless it
has, or will have contemporaneously with the use of such proceeds, for the benefit of itself and of
the Secured Parties a First Priority Perfected security interest in any rebuilt, restored or
Replacement Collateral (as defined below), and (iii) Borrower, at the time of any such turn over of
proceeds, would have satisfied the conditions set forth in Section 3.2.



     In addition, within 270 days after the date of any Event of Loss with respect to any
Collateral, Borrower shall deliver to the Administrative Agent a certificate of an Authorized
Officer of Borrower specifying that Borrower either:




     (A) has (i) determined to replace the affected Collateral or to repair or restore such
Collateral, (ii) obtained, or expect to obtain in a timely manner, all required consents and
approvals of all Existing Facility and/or Palazzo Project (as the case may be) lenders, and
all required Permits of Governmental Authorities, necessary to replace, repair or restore
the affected Collateral within 910 days following such Event of Loss and (iii) received from
their insurance, restoration and/or construction consultants (to the extent applicable)
reasonable assurances concerning the feasibility of the replacement, repair or restoration
of the Collateral in such time period; or




     (B) have elected not to replace, repair, restore or rebuild the Collateral (as the case
may be);



     provided, however, that if the total cost of replacing the Collateral or
repairing or restoring the damage or loss to the Collateral produced by the Event of Loss is
neither in excess of $6,000,000 nor, when added to the corresponding costs with respect to all
other Events of Loss relating to Collateral occurring during the preceding twelve months, in excess
of



81









 




$12,000,000 in the aggregate, then in lieu of including in such officers’ certificate evidence
of compliance with the requirements specified in subclauses (i), (ii) and (iii) of clause (A) of
this sentence, Borrower may in the officers’ certificate delivered pursuant to such clause (A) set
forth the evidence necessary to demonstrate that such costs are within such dollar limits. If
Borrower shall either (I) deliver an officers’ certificate to the effect set forth in clause (B) of
the immediately preceding sentence, or (II) fail to deliver the officers’ certificate otherwise
required under clause (A) of the immediately preceding sentence within the 270-day time period
referred to in the preceding sentence, the Collateral Agent promptly thereafter shall apply the
balance in the cash collateral account referred to above to the prepayment of the Obligations in
the manner specified in Section 2.14(b).




     In connection with the replacement of any Collateral, Borrower shall have delivered to the
Collateral Agent a list of replacement units and items of equipment, fixtures, furniture,
furnishings and goods (of good quality, substantially equal aggregate value with the aggregate
value of the units and items damaged or destroyed in the Event of Loss and otherwise reasonably
satisfactory to the Collateral Agent as collateral) (collectively, the “Replacement Collateral”).



     Upon the earlier of (i) the failure of Borrower to apply the Net Loss Proceeds to the
replacement, repair or reconstruction of affected Collateral (x) 365 days following receipt of such
Net Loss Proceeds or (y) 910 days following the related Event of Loss, (ii) the occurrence and
continuation of any Event of Default, (iii) completion of the repair, restoration or replacement of
all affected Collateral, or (iv) any failure to comply in any material respect with the
requirements of this Section 5.5(b), all amounts, if any, remaining in the cash collateral account
shall be applied to the prepayment of the Obligations in the manner specified in Section 2.14(b).



     Notwithstanding anything to the contrary contained herein (including the immediately preceding
sentence), Borrower shall apply the proceeds resulting from an Event of Loss with respect to
Collateral to repair, replace or restore the affected Collateral to the extent required by the
Cooperation Agreement.



     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.



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     5.7 Lenders Meetings. Borrower will, upon the reasonable request of Administrative Agent or
Requisite Lenders, participate in a meeting of 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 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. In addition, Borrower shall and shall cause each of its Restricted
Subsidiaries to (i) ensure that no person who, directly or indirectly, owns a controlling interest
in, or otherwise controls, Borrower or any of its Subsidiaries is or shall be (A) listed on the
Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets
Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC
pursuant to any authorizing statute, Executive Order or regulation, or (B) a person designated
under Sections 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related
enabling legislation or any other similar Executive Orders, and (ii) comply in all material
respects with all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidance on
BSA compliance and on the prevention and detection of money laundering violations.




          (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.




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     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.




     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.



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     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 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(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 [Intentionally Reserved.]



     5.13 [Intentionally Reserved.]



     5.14 Interest Rate Protection. No later than 90 days following the Restatement Effective
Date, Borrower shall enter into and maintain in effect one or more interest rate protection
agreements with respect to a notional amount of Indebtedness such that not less than 50% of the sum
of (x) the total Indebtedness of the Credit Parties and (y) the LVSC Notes and LVSC Aircraft
Financing guaranteed by any Credit Party, in each case outstanding at the Restatement Effective
Date, shall be either (i) subject to such interest rate protection agreements for a period of not
less than two years from the Restatement Effective Date, or (ii) fixed rate Indebtedness.



     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, conveyances, 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,
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 or comparable security instruments to evidence more effectively
the Liens of the Collateral Documents upon the Collateral.




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     5.16 Maintenance of Ratings. At all times, Borrower shall use commercially reasonable efforts
to maintain corporate family ratings by Moody’s and S&P with respect to Borrower.



     5.17 [Intentionally Reserved.]



     5.18 Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases.



          (a) If there are any mortgaged premises, leased premises or bailment arrangements in existence
on the Restatement Effective Date (other than any mortgage or deed of trust to secure the
obligations in connection with the Bank Credit Facility existing on the Restatement Effective Date)
with respect to the location or expected location of any Collateral, Borrower shall use
commercially reasonable efforts to obtain and deliver to the Collateral Agent a duly executed
mortgagee agreement, landlord’s agreement or bailee letter (as the case may be) from the relevant
mortgagee, landlord or bailee (as the case may be) which agreement or letter shall contain a waiver
or subordination of all Liens or claims that the mortgagee, landlord or bailee may assert against
the Collateral (at that location), shall afford the Collateral Agent with reasonable access to the
Collateral (at that location) and shall be otherwise be reasonably satisfactory in form and
substance to Collateral Agent. If the Collateral Agent has not received any such mortgagee
agreement, landlord’s agreement or bailee letter, the affected Collateral (at that location) may,
in Collateral Agent’s discretion, be excluded from the Borrowing Base or be subject to such
Reserves as the Collateral Agent may be deem necessary or appropriate in its reasonable credit
judgment.




          (b) After the Restatement Effective Date, no real property where any of the Collateral is (or
is expected to be) located shall be mortgaged (other than any mortgage or deed of trust to secure
obligations in connection with the Bank Credit Facility existing on the Restatement Effective Date)
or leased, and no Collateral shall be the subject of any bailment, by Borrower unless and until
Borrower obtains and delivers to the Collateral Agent a duly executed mortgagee agreement,
landlord’s agreement or bailee letter (as the case may be) from the relevant mortgagee, landlord or
bailee (as the case may be) in the form contemplated in clause (a) above or, in connection with any
refinancing of the Bank Credit Facility, in a form substantially similar to the provisions in
paragraph 3(f) of the Bank Intercreditor Agreement.




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), 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 Obligations;




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          (b) subject to the last sentence of this Section 6.1, Indebtedness existing on the Restatement
Effective 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 Restatement Effective Date (as
such principal amount has been permanently reduced following the Restatement Effective 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) the Credit Parties may become and remain liable for Indebtedness represented by a Bank
Credit Facility;




          (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, (ii) all such Indebtedness in the form of loans shall be unsecured, and
(iii) any payment by any such Guarantor under any guaranty of the 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;




          (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



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Indebtedness until a date six months following the Maturity Date; (iii) the applicable final
maturity date of such Indebtedness shall be a date not earlier than six months following the
Maturity Date; (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; and (v) such Indebtedness is not secured by a Lien on any of the
Collateral;




          (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);




          (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) 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



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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; and




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




          Notwithstanding the foregoing, any permitted refinancing (in each case, the “New Indebtedness”) of
Indebtedness expressly contemplated by clause (b) 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 shall not be materially
more restrictive to the Credit Parties, taken as a whole, than the Indebtedness being refinanced,
and (iv) the applicable final maturity date of such Indebtedness shall not be earlier than the
applicable final maturity date of the Indebtedness being refinanced.




     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 such
collateral on account of such Lien or (iii) with respect to Liens of mechanics, repairmen, workmen
and materialmen, with respect to



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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 (provided, that in connection with any lien on Collateral, such title
insurance or bonding is reasonably acceptable to the Administrative Agent);




          (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
(A) for amounts not yet overdue, (B) 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 (1) such reserves or other appropriate provisions, if any, as
shall be required by GAAP shall have been made for any such contested amounts and (2) 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 such collateral on account of such Lien or (C) 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
(provided, that in connection with any lien on Collateral, such title insurance or bonding
is reasonably acceptable to the Administrative Agent);




          (e) easements, rights-of-way, avigational 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 with respect to assets (other than Collateral) 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 (other than Collateral) 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;




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          (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 on assets (other than Collateral) existing on the Restatement Effective Date and
described in Schedule 6.2 or on a title report or Mortgage Policy (as defined in the Bank
Credit Agreement) delivered pursuant to the Bank Credit Agreement;




          (n) Liens on assets (other than Collateral) 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;




          (o) (i) Liens on assets (other than Collateral) 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 (other than Collateral) arising pursuant to the
Harrah’s Shared Roadway Agreement or the Harrah’s Shared Garage Lease (as in effect on the
Restatement Effective Date) and any similar Liens arising pursuant to any amendments thereto;




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




          (r) Liens on property of a Person (other than Collateral) 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 (other than Collateral) 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;




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          (t) Liens on assets (other than Collateral) 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 on assets (other than Collateral) 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 on assets (other than Collateral) 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);




          (x) Liens on assets (other than Collateral) securing the LVSC Notes to the extent contemplated
by the Bank Credit Facility Collateral Documents or otherwise (pursuant to documentation reasonably
satisfactory to the Administrative Agent);




          (y) Liens on Specified FF&E securing obligations in respect of an Other FF&E Facility;
provided, the secured parties under such Other FF&E Facility or their representative have
entered into an intercreditor agreement on terms and conditions 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 on assets (other than Collateral) 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) Other Liens on assets (other than Collateral) securing Indebtedness in an aggregate
amount not to exceed $25,000,000 at any one time outstanding;




          (cc) Liens on assets (other than Collateral) securing any obligations under any Bank Credit
Facility; provided, that, in the case of any Bank Credit Facility (other than the Bank
Credit Agreement), the Administrative Agent shall have entered into an intercreditor agreement (in
substantially the same form as the Bank Intercreditor Agreement or otherwise reasonably
satisfactory to the Administrative Agent) or an amendment to the Bank Intercreditor Agreement with
the Bank Administrative Agent reasonably satisfactory to the Administrative Agent for such other
Bank Credit Facility and all other relevant parties thereto; and




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          (dd) Liens on assets (other than Collateral) incurred in the ordinary course of business in
favor of entities acting as agent on behalf of a Credit Party for the purposes of performing duties
in connection with the entry and release of goods, post entry services and other dealings with U.S.
Customs and Border Protection pursuant to a customs power of attorney or similar arrangement;
provided, that such Liens shall be limited to assets in the actual or constructive
possession or control of such agent.




     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 Restatement Effective 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;




          (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 the 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, prior to the Palazzo Opening Date, no more than $1,800,000,000 of
outstanding Investments shall be permitted under this clause (h); provided,
further, 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 $450,000,000 prior to the Palazzo Opening Date, and $525,000,000 at any



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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);




          (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) after the Palazzo Opening Date, 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



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Affiliates to be included in Consolidated Adjusted EBITDA to meet the financial covenants set
forth in Section 6.6) 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, the 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).




     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 Bank Credit
Facility Documents or the documentation governing the LVSC Notes (including any related guaranties
or collateral documents) 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 by customers 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



95









 







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;




          (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



96









 






agreements in effect on the Restatement Effective Date or approved by the Board of Directors
of LVSC;




          (f) the Credit Parties may make cash Restricted Payments to LVSC to enable LVSC (A) to pay
franchise taxes, accounting, legal and other fees required to maintain its corporate existence, (B)
to provide for any other reasonable and customary operating costs and overhead expenses, and (C) 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 after the Palazzo Opening Date, and 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 to be included in Consolidated Adjusted EBITDA to meet the financial
covenants set forth in Section 6.6) 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);




          (h) Borrower may pay dividends or make distributions to LVSC to allow LVSC to make scheduled
principal and interest payments (and with respect to clause (i) only, liquidated damages) on (i)
the LVSC Notes, and (ii) 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 Restatement Effective 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;




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          (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




          (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. Borrower will not permit the Consolidated Interest
Coverage Ratio as of the last day of any Fiscal Quarter occurring during any period set forth below
to be less than the ratio set forth opposite such period:




	 	 	 
	Fiscal Quarter	 	Interest Coverage Ratio
	July 1, 2008 December 31, 2008
	 	1.50:1.00
	January 1, 2009
– June 30, 2009
	 	1.75:1.00
	July 1, 2009 and thereafter
	 	2.00:1.00






          (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, 2008 – December 31, 2008
	 	7.50:1.00
	January 1, 2009 – June 30, 2009
	 	7.00:1.00
	July 1, 2009 – December 31, 2009
	 	6.50:1.00
	January 1, 2010 – June 30, 2010
	 	6.00:1.00
	July 1, 2010 – December 31, 2010
	 	5.50:1.00
	January 1, 2011 and thereafter
	 	5.00:1.00






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     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 Mall Sale (or any other sale of (i) the
assets comprising the Palazzo Mall or (ii) the equity interests in the Phase II Mall Subsidiary, so
long as the Phase II Mall Subsidiary does not have any material assets not solely related to the
Palazzo Mall) and Palazzo Condo Tower Sales (or the sale of the Palazzo Condo Tower Parcel, or the
equity interest in the entity which owns the Palazzo Condo Tower Parcel 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;




          (c) the Credit Parties may sell or otherwise dispose of (i) assets which are not Collateral
and (ii) Collateral in transactions that do not constitute Collateral Sales;




          (d) the Credit Parties may make sell or otherwise dispose of (x) assets other than Collateral,
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



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Equivalents; and (C) the Net Collateral Sale Proceeds of such Collateral 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 Effective
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 the Bank Credit
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) with respect to the Collateral, the tenant under such lease
(other than any lease for a term of 21 days or less) shall provide Collateral Agent on behalf of
the Lenders with a subordination and access agreement in form and substance reasonably satisfactory
to Collateral Agent;




          (h) any Guarantor may be merged or consolidated with (or liquidated into) any other Guarantor
or Borrower; provided, that if either Borrower or VCR is a party to such a transaction,
Borrower or VCR, as the case may be, shall be the survivor of any such transaction;




          (i) (i) the Credit Parties may sell, lease or otherwise transfer assets (other than
Collateral) to each other (provided, that any Credit Party may transfer Collateral to any
other Credit Party, as long as the Collateral at all times remains subject to the valid, perfected
First-Priority Lien of Collateral Agent and the Credit Party to whom such Collateral is transferred
becomes a party to the Security Agreement), and (ii) the Credit Parties may sell, lease or
otherwise transfer assets (other than Collateral) 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 constructing (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 SECC Phase II Project and the rest of the Resort Complex,
(iv) a right turn lane or other roadway dedication at or near the Resort



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Complex, 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) [Intentionally Reserved.];




          (o) the Borrower may merge into a holding company in order to create a new holding company
parent, or 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 Reserved];




          (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 Collateral, 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 the 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;




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          (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 (other than Collateral); 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.




     Notwithstanding the foregoing provisions of this Section 6.7, any sale, transfer, conveyance,
assignment or other voluntary disposition of any Collateral (other than in connection with sales or
other dispositions that do not constitute Collateral Sales) shall be subject to the further
conditions that (i) no Event of Default shall exist and be continuing at the time thereof, (ii) the
consideration received for such sale, transfer, conveyance, assignment or other disposition shall
be in an amount at least equal to the fair market value thereof in the judgment of the Board of
Directors of Borrower, (iii) except as permitted by Sections 6.7(b), (e), (i) or (j), not less than
75% of the consideration therefor shall be cash or Cash Equivalents and paid in full upon such
sale, transfer, conveyance, assignment or other disposition, (iv) the Net Collateral Sale Proceeds
derived therefrom shall be applied as required by Section 2.14(a), and (v) nothing herein shall
permit any lease, licensing or similar transaction by Borrower as landlord, lessor, licensor or
similar party with respect to all or any part of the Collateral.



     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.



     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;




102









 








          (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 or other dispositions 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 Restatement
Effective 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
Restatement Effective 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;




          (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;




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          (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; and




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




     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 6.7(c), (d), (h), or (s), or clause (i) of Section 6.7(i)), 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 Restatement Effective 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.



     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, and any Bank Credit Facility Agreements) or enter into new Material Contracts
(other than LVSC Notes Documents, Aircraft Financing Documents, and Bank Credit Facility
Agreements, 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



104









 






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 Restatement Effective Date,
Borrower may enter into amendments to the Cooperation Agreement (to cover the relationship between
the Venetian Facility and the Palazzo Project and/or the relationship between the Palazzo Project
and the Palazzo Mall and/or the relationship between the Palazzo Condo Tower and the Resort
Complex, and to otherwise reflect the fact that the Resort Complex includes, or will include, the
Venetian Facility, the Palazzo Project and the SECC Phase II Project and 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 [Intentionally Reserved.]



     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 a an asset sale and (b) restrictions by reason of customary provisions restricting
assignments, subletting or other transfers contained in leases, licenses and similar agreements
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 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 Bank Credit
Facility Documents and the guarantees and collateral documents relating thereto, or in any
agreement relating to any LVSC Aircraft Financing 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 [Intentionally Reserved.]



     6.17 Commonality of Obligors and Restricted Subsidiaries. No Subsidiary of Borrower that is
not a Guarantor hereunder shall be a borrower or guarantor under any of the Bank Credit Facility
Documents or shall grant a Lien upon any of its assets to secure any of the obligations under any
of the Bank Credit Facility Documents.



SECTION 7. GUARANTY




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     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 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 the
Bankruptcy 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 the Borrower or other Affiliates of the 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



106









 







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.



     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, 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



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satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability
hereunder in respect of the Guaranteed Obligations;




          (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 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; 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, 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 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 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 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 Obligations) to the payment of



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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.



     7.6 Guarantors’ Rights of Subrogation, Contribution, etc. Until the Guaranteed Obligations
shall have been indefeasibly paid in full, 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



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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, 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. Each Guarantor hereby irrevocably
waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed
Obligations.



     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 Loan may be made to Borrower or continued from time
to time, and any Hedge Agreements may be entered into from time to time,



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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.




          (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.




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     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.



     7.13 Obligations of VCR Secured. The Obligations of VCR arising hereunder shall be secured by
a First Priority Lien on substantially all of its interests in the Collateral.



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 or (ii) 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 or (y) any
documents related to the LVSC Aircraft Financing that are guaranteed by any Credit Party; or




          (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;
provided that any failure to comply with Section 6.6(a) shall not constitute an Event of
Default until the date (such date, the “Springing 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)); 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



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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




          (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



113









 






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) there exists any fact or circumstance that reasonably
could be expected to result in the imposition of a Lien or security interest under Section 412(n)
of the Internal Revenue Code or under ERISA; 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 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
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 Obligations shall cease to be enforceable against the holder
thereof; or




          (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




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          (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 Bank Administrative Agent other than following a
drawing in full by the Bank 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, upon notice to Borrower by
Administrative Agent, (A) the Delayed Draw Term Loan Commitments, if any, of each Lender shall
immediately terminate; (B) each of the following 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 and (II) all other Obligations; and (C) Administrative Agent may cause
Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral
Documents.



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 subsection 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.



SECTION 9. AGENTS




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     9.1 Appointment of Agents. GE Capital is hereby appointed Administrative Agent and Collateral
Agent hereunder and under the other Credit Documents and each Lender hereby authorizes GE Capital
to act as Administrative Agent and Collateral Agent in accordance with the terms hereof and the
other Credit Documents. GECM is hereby appointed Arranger hereunder, and each Lender hereby
authorizes GECM to act as Arranger in accordance with the terms hereof and the other Credit
Documents. Each Agent and Arranger 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, Arranger 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 of Agent and Arranger 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.



     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.



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     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 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.




          (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



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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.




     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, 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
Delayed Draw Term Loans 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 Loans on the Restatement Effective Date or by the




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funding of any other Loans thereafter, 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
Restatement Effective Date or as of the date of funding of such other Loans.




     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 and Collateral Agent. 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 the 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
GE Capital or its




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successor as Administrative Agent pursuant to this Section shall also constitute the resignation or
removal of GE 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 GE 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, GE Capital or its successor may resign as Collateral Agent upon notice to Borrower and
the Requisite Lenders at any time.




     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 Obligations with
respect to any Hedge Agreement. 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, 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), or (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. In connection with any disposition or
release of any Collateral pursuant to the terms of any Credit Document, at the 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 the Borrower such documents (including UCC-3 termination statements) as the 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




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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 Obligations as a credit on account of the purchase
price for any collateral payable by Collateral Agent at such sale or other disposition.




     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. Each Lender hereby further authorizes the Administrative
Agent, on behalf of and for the benefit of Lenders (and the other Secured Parties), to enter into
the Bank Intercreditor Agreement and any other intercreditor agreements with any holders of any
secured Indebtedness permitted to be incurred under Section 6.1(d) or, at the request of the
Borrower, Sections 6.1(f) or (j)), or otherwise consented to by the Lenders in accordance with
Section 10.5, and each Lender agrees to be bound by the terms of the Bank Intercreditor Agreement
and each other such intercreditor 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, Collateral Agent, or Administrative Agent, 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.




          (b) Electronic Communications.




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     (i) Notices and other communications to the Lenders 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 pursuant to
Section 2 if such Lender 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 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



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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; (d) all the documented actual costs and reasonable expenses of creating, perfecting,
maintaining 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 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 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
Potential Event of 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 Obligations of or in collecting any payments due from any Credit Party hereunder or
under the other Credit Documents by reason of such Potential Event of 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.



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     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.




     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, 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 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.



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          (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 (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) 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;




     (iv) extend the time for payment of any such interest or fees;




     (v) reduce or forgive the principal amount of any Loan;




     (vi) amend, modify, terminate or waive any provision of 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;




     (vii) 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 Commitments and the Loans are included on the Restatement Effective
Date;




     (viii) 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;




     (ix) consent to the assignment or transfer by any Credit Party of any of its rights and
obligations under any Credit Document; or




     (x) extend the Delayed Draw Term Loan Commitment Termination Date.



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          (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 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, Potential Event of Default or Event of Default shall
constitute an increase in any Commitment of any Lender; or




     (ii) 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.




     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), 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 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). 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 all
or any part of its Commitments or the Loans, or the other Obligations owed to such Lender.




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          (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.”




          (c) Right to Assign. Each Commitment, Loan 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), or
(ii) 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 which are Affiliates or
Related Funds or (B) as shall constitute the aggregate amount of the Commitments, Loans 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; provided that if
any assignment permitted by this clause (c) relates to Delayed Draw Term Loan Commitments prior to
the Delayed Draw Term Loan Commitment Termination Date, 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 either clause (i) or (ii) above, the assigning Lender shall
be relieved of its obligations with respect to its Commitments, Loans 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 (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 Loans after the Delayed Draw Term Loan Commitment Termination Date may




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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.




          (d) Mechanics. Administrative Agent has the right, but not the obligation, to
effectuate assignments of Loans on or after the Delayed Draw Term Loan Commitment Termination Date
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 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 Loans shall be
effected by such manual execution until Administrative Agent notifies Lenders of the Settlement
Service as set forth herein. 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 Loan during periods when
assignments may be settled through a Settlement Service and with respect to all unpaid interest and
commitment fees if any, which have accrued on such 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 Restatement Effective 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).




          (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




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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, 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, 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 outstanding Loans of the assignee and/or
the assigning Lender.




          (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 or Note 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 Potential Event of 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



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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.



     (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 made 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.




     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 Potential Event of 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
Loan. 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 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



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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 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.



     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



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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.



     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.



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     10.17 Confidentiality. Each Agent (which term shall for the purposes of this Section 10.17
include the Arranger), and each Lender 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 for a period of three (3) years
following the Termination Date 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 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, (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, or (v)
disclosures reasonably required in connection with any litigation to which any of the Agents,
Lenders or Indemnitees is a party; provided, unless specifically prohibited by applicable
law or court order, each Lender, each Agent and each Indemnitee shall make reasonable efforts to
notify Borrower in connection with litigation of disclosures 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



133









 







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.



     10.20 Effectiveness. This Agreement shall become effective upon the execution of a
counterpart hereof by each of the parties hereto and receipt by Borrower and Administrative Agent
of written or telephonic notification of such execution and authorization of delivery thereof.



     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. Arranger, 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 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 Arranger, 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 [Intentionally Reserved.]



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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 the Borrower shall determine that any Lender does not meet its suitability standards
(in any such case, a “Former Lender”), the Administrative Agent or the 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. The 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 the
Borrower, to file an application for a finding of suitability in connection with the investigation
of an application by the 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 the 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”), the 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.




SECTION 11. AMENDMENT AND RESTATEMENT




     11.1 Effect of this Agreement. Upon this Agreement becoming effective pursuant to
Section 3.1, from and after the Restatement Effective Date: (a) all “Term Funded Loans”
outstanding under the Existing FF&E Credit Agreement shall be converted to “Delayed Draw Term
Loans” hereunder and continue outstanding hereunder, and all “Term Delayed Draw Loans” outstanding
under the Existing FF&E Credit Agreement shall be converted to “Delayed Draw Term Loans” hereunder
and continue outstanding hereunder, in each case, without offset, defense, counterclaim, abatement,
reduction, set off, deduction or charge of any kind, nature or description whatsoever, and the
modification effected by this Agreement shall not be deemed to provide for or to effect a repayment
and re-advance of any of the Indebtedness to the Lenders now outstanding under the Existing FF&E
Credit Agreement, it being the intention of the Credit Parties, the Agents and the Lenders that a
portion of the Indebtedness owing under this Agreement be and is the same Indebtedness as that
owing under the Existing FF&E Credit Agreement immediately prior to the Restatement Effective Date;
(b) all terms and conditions of the Existing FF&E Credit Agreement and any other “Loan Document” as
defined therein, as amended and restated by this Agreement and the other Credit Documents executed
and delivered on the Restatement Effective Date, shall be and remain in full force and effect, as
so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations
of the Credit Parties party thereto to Agents and Lenders; (c) the terms and conditions of the
Existing FF&E Credit Agreement shall be amended as set forth herein and, as so amended, shall be



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restated in their entirety; (d) this Agreement shall not in any way release or impair the
Liens created pursuant to the Existing FF&E Credit Agreement or any other “Loan Document” as
defined therein or the rights, duties or obligations relating thereto or affect the relative
priorities thereof, in each case to the extent in force and effect thereunder as of the Restatement
Effective Date, except as modified hereby or by documents, instruments and agreements executed and
delivered in connection herewith, and all of such rights, duties, obligations and Liens are
assumed, ratified and affirmed by the Credit Parties; (e) all indemnification obligations of the
Credit Parties under the Existing FF&E Credit Agreement and any other “Loan Documents” as defined
therein shall survive the execution and delivery of this Agreement and shall continue in full force
and effect for the benefit of Agents, Lenders and any other Person indemnified under the Existing
FF&E Credit Agreement or any other “Loan Document” as defined therein at any time prior to the
Restatement Effective Date; (f) the “Obligations” incurred under the Existing FF&E Credit Agreement
shall, to the extent outstanding on the Restatement Effective Date, continue outstanding under this
Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the
execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or
novation of such “Obligations” or any of the other rights, duties and obligations of the parties
hereunder; (g) any and all references in the Loan Documents (as defined in the Existing FF&E Credit
Agreement) to the Existing FF&E Credit Agreement shall, without further action of the parties, be
deemed a reference to the Existing FF&E Credit Agreement, as amended and restated by this
Agreement, and as this Agreement shall be further amended, amended and restated, supplemented or
otherwise modified from time to time hereafter; (h) all security interests created under the
Existing FF&E Credit Agreement and the other “Loan Documents” as defined therein executed and
delivered on the Closing Date continue to be in full force and effect after giving effect to the
consummation of this Agreement; (i) without further action of any party, on and as of the
Restatement Effective Date, VCR’s rights, duties and obligations under the Existing FF&E Credit
Agreement and the other “Loan Documents” as defined therein shall be converted to those of a
“Guarantor” hereunder; and (j) the terms and conditions of the “Subsidiary Guaranty” (as defined in
the Existing FF&E Credit Agreement) shall be amended as set forth herein and, as so amended, shall
be restated in their entirety.



     11.2 Allocation. On and as of the Restatement Effective Date, the Commitments (and
Pro Rata Shares of outstanding Loans) of the Lenders shall be allocated (and appropriate settlement
payments made as necessary to effect such allocation) such that each Lender shall hold as of the
Restatement Effective Date a Commitment (and Pro Rata Share of outstanding Loans) as is set forth
opposite the name of such Lender on Appendix A to this Agreement.



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



	 	 	 	 	 
	 	 	BORROWER:
	 
	 	 	 	 
	 	 	LAS VEGAS SANDS, LLC
	 
	 	 	 	 
	 

	 	By:
	 	s/s Robert P. Rozek
	 

	 	 	 	 
	 

	 	Name:
	 	Robert P. Rozek
	 

	 	Title:
	 	Senior Vice President and Chief Financial Officer






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	 	 	GUARANTORS:
	 
	 	 	 	 	 	 
	 	 	VENETIAN CASINO RESORT, LLC
	 	 	VENETIAN TRANSPORT LLC
	 
	 	 	 	 	 	 
	 	 	By:	 	Las Vegas Sands, LLC
	 	 	 	 	Their Managing Member
	 
	 	 	 	 	 	 
	 	 	 	 	Executing this Agreement as Senior Vice President and Chief Financial Officer of the
managing member of each of the foregoing persons on behalf of and so as to bind the persons named above under the caption “Guarantors”

	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	s/s Robert P. Rozek
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Robert P. Rozek
	 

	 	 	 	Title:
	 	Senior Vice President and Chief Financial Officer






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	 	 	GUARANTORS:
	 
	 	 	 	 	 	 
	 	 	PALAZZO CONDO TOWER, LLC
	 	 	LIDO INTERMEDIATE HOLDING COMPANY, LLC
	 	 	MALL INTERMEDIATE HOLDING COMPANY, LLC
	 	 	VENETIAN VENTURE DEVELOPMENT, LLC
	 
	 	 	 	 	 	 
	 	 	By:	 	Venetian Casino Resort, LLC
	 	 	 	 	Their Managing Member
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Las Vegas Sands, LLC
	 

	 	 	 	 	 	Their Managing Member
	 
	 	 	 	 	 	 
	 	 	 	 	Executing this Agreement as Senior Vice President and Chief Financial
Officer of the managing member of each of the foregoing persons on behalf of and so as to bind the persons named above under the caption “Guarantors”
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	s/s Robert P. Rozek
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Robert P. Rozek
	 

	 	 	 	Title:
	 	Senior Vice President and Chief Financial Officer






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	 	 	GUARANTOR:
	 
	 	 	 	 	 	 
	 	 	LIDO CASINO RESORT HOLDING COMPANY, LLC
	 
	 	 	 	 	 	 
	 	 	By:	 	Lido Intermediate Holding Company, LLC,

 Their Managing Member
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Venetian Casino Resort, LLC
	 

	 	 	 	 	 	Their Managing Member
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Las Vegas Sands, LLC
	 

	 	 	 	 	 	Their Managing Member
	 
	 	 	 	 	 	 
	 	 	 	 	Executing this Agreement as Senior Vice President and Chief
Financial Officer of the managing member of each of the foregoing persons on behalf of and so as to
bind the persons named above under the caption “Guarantors”
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	s/s Robert P. Rozek
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Robert P. Rozek
	 

	 	 	 	Title:
	 	Senior Vice President and Chief Financial Officer






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	 	 	GUARANTOR:
	 
	 	 	 	 	 	 	 	 
	 	 	PHASE II MALL HOLDING, LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Lido Casino Resort Holding Company, LLC
	 	 	 	 	Its Managing Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Lido Intermediate Holding Company, LLC,
	 	 	 	 	 	 	Its Managing Member
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	Venetian Casino Resort, LLC
	 

	 	 	 	 	 	 	 	Its Managing Member
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	Las Vegas Sands, LLC
	 

	 	 	 	 	 	 	 	Its Managing Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Executing this Agreement as Senior Vice President and Chief Financial Officer of
the managing member of each of the foregoing persons on behalf of and so as to bind the persons named above under the caption “Guarantors”
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	 	 	s/s Robert P. Rozek
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	 	 	Robert P. Rozek
	 

	 	 	 	Title:
	 	 	 	Senior Vice President and Chief Financial Officer






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	 	 	GUARANTOR:
	 
	 	 	 	 	 	 	 	 
	 	 	PHASE II MALL SUBSIDIARY, LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Phase II Mall Holding, LLC
	 	 	 	 	Its Managing Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Lido Casino Resort Holding Company, LLC
	 	 	 	 	 	 	Its Managing Member
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	Lido Intermediate Holding Company, LLC
	 

	 	 	 	 	 	 	 	Its Managing Member
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	Venetian Casino Resort, LLC
	 

	 	 	 	 	 	 	 	Its Managing Member
	 
	 

	 	 	 	 	 	By:
	 	Las Vegas Sands, LLC

Its Managing Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Executing this Agreement as Senior Vice President and Chief
Financial Officer of the managing member of each of the foregoing persons on behalf of and so as to bind the persons named above under the caption “Guarantors”
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	s/s Robert P. Rozek
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Robert P. Rozek
	 

	 	 	 	 	 	Title:
	 	Senior Vice President and Chief Financial Officer






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	 	 	GUARANTORS:
	 
	 	 	 	 
	 	 	INTERFACE GROUP-NEVADA, INC.
	 
	 	 	 	 
	 

	 	By:
	 	s/s Robert P. Rozek
	 

	 	 	 	 
	 

	 	Name:
	 	Robert P. Rozek
	 

	 	Title:
	 	Senior Vice President and Chief Financial Officer
	 
	 	 	 	 
	 	 	SANDS PENNSYLVANIA, INC.
	 
	 	 	 	 
	 

	 	By:
	 	s/s Robert P. Rozek
	 

	 	 	 	 
	 

	 	Name:
	 	Robert P. Rozek
	 

	 	Title:
	 	Senior Vice President and Chief Financial Officer
	 
	 	 	 	 
	 	 	VENETIAN MARKETING, INC.
	 
	 	 	 	 
	 

	 	By:
	 	s/s Robert P. Rozek
	 

	 	 	 	 
	 

	 	Name:
	 	Robert P. Rozek
	 

	 	Title:
	 	Senior Vice President and Chief Financial Officer






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	 	 	GENERAL ELECTRIC CAPITAL
	 	 	CORPORATION, asAdministrative Agent,
	 	 	Collateral Agent and a Lender
	 
	 	 	 	 
	 

	 	By:
	 	s/s Richard O’Neill
	 

	 	 	 	 
	 

	 	Name:
	 	Richard O’Neill
	 

	 	Title:
	 	Duly Authorized Signatory






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	 	 	AIB DEBT MANAGEMENT LIMITED, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	s/s Martin S. Chin
	 

	 	 	 	 
	 

	 	Name:
	 	Martin Chin
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 	 	AIB DEBT MANAGEMENT LIMITED, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	s/s Albert Perez
	 

	 	 	 	 
	 

	 	Name:
	 	Albert Perez
	 

	 	Title:
	 	Vice President






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	 	 	THE FOOTHILL GROUP, INC., as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	s/s Richard Michael Bohannon
	 

	 	 	 	 
	 

	 	Name:
	 	Richard Michael Bohannon
	 

	 	Title:
	 	SVP






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	 	 	CFT INVESTMENTS 1, LLC, as a Lender
	 
	 	 	 	 	 	 
	 	 	By:	 	SBF Funding, Inc., its Sole Member
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	s/s David A. Ward
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	David A. Ward
	 

	 	 	 	Title:
	 	President






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	 	 	GE CAPITAL MARKETS, INC., as Arranger
	 
	 	 	 	 
	 

	 	By:
	 	s/s David Avigdor
	 

	 	 	 	 
	 

	 	Name:
	 	David Avigdor
	 

	 	Title:
	 	Duly Authorized Signatory







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