WHEREAS, the February 10, 2009 Agreement is incorporated into this Third Amendment as though fullyset forth at length and a true and correct copy of the February 10, 2009 Agreement is attachedhereto as Exhibit A and made a part hereof;WHEREAS, in the event of any inconsistency between the terms of the February 10, 2009 Agreement andthe terms of this Third Amendment, the terms of this Third Amendment shall control to the extent ofany such inconsistency;WHEREAS, Trigen and Grand Canal Shops Mall, LLC entered into that certain Energy ServicesAgreement dated as of May 1, 1997, as amended by that certain Energy Services AgreementAmendment No. 1 dated as of July 1, 1999 (the “Grand Canal Shoppes ESA”);WHEREAS, as a result of certain mergers and reorganizations, Grand Canal Shops II, LLC isthe successor in interest to Grand Canal Shops Mall, LLC under the Grand Canal Shoppes ESA;WHEREAS, Trigen and Interface Group-Nevada, Inc. entered into that certain Energy ServicesAgreement dated as of May 1, 1997, as amended by that certain Energy Services AgreementAmendment No. 1 dated as of July 1, 1999 (the “Interface ESA” and together with the GrandCanal Shoppes ESA and the Amended ESA, the “Amended ESA’s”));WHEREAS, Trigen and VCR agreed in the First Extension, the Second Extension, and in theFebruary 10, 2009 Agreement, that the First Extension, the Second Extension and the February10, 2009 Agreement applied equally to the Grand Canal Shoppes ESA and to the Interface ESA;WHEREAS, GCS and Interface agreed that the First Extension and the Second Extension applied equallyto the Grand Canal Shoppes ESA and to the Interface ESA;WHEREAS, Trigen and VCR agree that the June 11, 2008 Agreement applies equally to the Grand CanalShoppes ESA and to the Interface ESA;WHEREAS, GCS and Interface desire to express their agreement that the June 11, 2008 Agreement andthe February 10, 2009 Agreement apply equally to the Grand Canal Shoppes ESA and to the InterfaceESA;
 
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WHEREAS, under the terms of the Amended ESA, the Grand Canal Shoppes ESA and the Interface ESA(collectively referred to herein as the “ESAs”), Trigen is required to supply all the thermalenergy requirements necessary for the integrated resort complex that is subject to the REA (asdefined below) subject to the capacity of the Central Plant, which was increased as a result of theexpansion resolved in the Settlement Agreement and the expansion the subject of the SecondAmendment;WHEREAS, GCS and Interface agree that the terms of this Third Amendment apply equally to thecorresponding provisions of the Grand Canal Shoppes ESA and to the Interface ESA, respectively; andWHEREAS, any defined terms set forth herein that are not otherwise defined shall have the meaningsset forth in the Amended ESA, the Grand Canal Shoppes ESA, and in the Interface ESA and anyreference to a Section, unless otherwise stated to the contrary, shall be a reference to theAmended ESA and to the corresponding provisions of the Grand Canal Shoppes ESA and to the InterfaceESA.NOW THEREFORE, in consideration of the premises and mutual covenants, conditions and agreementsset forth herein and for such other good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, VCR, Trigen, GCS and Interface each intending to be legallybound, do hereby agree to further amend the Amended ESAs, as follows: 1. The recitals set forth above are part of this Third Amendment. 2. Section 2.3 of the ESAs, defining the Service Commencement Date, is amendedas set forth in the above recitals to define such term to mean July 1, 1999.
 
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 3. Section 2.5 is modified as follows: (a) the Parties have agreed upon a singleRenewal Term with a period of ten (10) years commencing July 1, 2009, (b) the PurchaseOption Payment at the expiration of the Renewal Term is fixed at $13,064,000 and shallbe allocated among VCR, GCS and Interface in proportion to their respective DividedShares, (c) the monthly aggregate Capacity Payment under all of the ESAs for the firstyear of the Renewal Term is fixed at $371,250 and the monthly aggregate CapacityPayment under all of the ESAs shall be reduced by $17,500 on every anniversary of theEffective Date beginning with the first such anniversary, with the monthly CapacityPayment being allocated among VCR, GCS and Interface in proportion to their respectiveDivided Shares; (d) any reference in the ESAs to the Effective Interest Rate shallhence forth be a reference to 7.5%, (e) VCR and the OtherCustomers shall have further options to purchase the Central Plant and Other Facilities (the“Early Options”) only on certain dates (“Option Dates”) during the Renewal Term by making aPurchase Option Payment at fixed sums (“Early Option Payments”) as set forth in the followingtable, provided however VCR and the Other Customers shall not be permitted to exercise anEarly Option in the event of a Buyer Default under an ESA, in which case the TerminationPayment shall be governed by Section 9.1 of the ESA:   Option Date Early Option Payment   July 1, 2012 Thirty One Million, Seven Hundred Thousand US Dollars ($31,700,000)July 1, 2014 Twenty Three Million, Five Hundred Thousand US Dollars ($23,500,000)July 1, 2016 Twenty Million, Three Hundred Thousand US Dollars ($20,300,000)(f) All such Early Options shall only be exercisable by giving not less than ninety (90)days written notice prior to the requisite Option Dates and all Early Option Payments shallbe allocated among VCR, GCS and Interface in proportion to their respective Divided Shares.Upon payment of any and all such Early Option Payments due and owing, no further CapacityPayments shall be due thereafter. 4. Not later than one year prior to the end of the Renewal Term, the Parties shall meet todiscuss the possibility of agreeing upon a subsequent renewal period on such terms andconditions as may be acceptable to the Parties each in its sole discretion. In the eventthat the Parties are unable to agree upon a subsequent renewal period by ninety (90) daysprior to the end of the Renewal Term, upon such end date, the Buyer shall pay the Sellerthe Purchase Option Payment set forth in Section 3.(b) above and the ESAs shall terminate. 5. Section 3.3 is hereby amended to clarify that the Energy Management Services are provided bySeller on a non-exclusive basis.
 
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 6. Notwithstanding anything in the ESAs to the contrary, the Parties agree that in the event VCRand the other Customers exercise any of the Early Purchase Options set forth above, Trigenshall continue to provide the O&M Services and the Energy Management Services pursuant toSections 3.2 and 3.3 respectively of the ESAs and VCR and the Other Customers shallcontinue to receive and pay for such O&M Services and Energy Management Services under Sections4.2 and 4.3 respectively of the ESAs for the remainder of the Renewal Term. 7. Schedule 9.3 of the ESAs is hereby replaced with a Replacement Schedule 9.3, which isattached hereto as Exhibit B, incorporated by reference and made a part of this ThirdAmendment. 8. Upon either (a) the exercise and satisfaction of the obligation of the Buyer and the OtherCustomers to pay the full Purchase Option Payment at the expiration of the Renewal Term as setforth in Section 3.(b) above or (b) a permitted termination of the ESAs by any Party due tothe default of another Party and the payment in full by the Buyer and the Other Customers ofthe applicable Termination Payment set forth in Replacement Schedule 9.3, the Ground Lease andthe Easement Agreements shall expire automatically and be of no further force and effect(except for any provisions that by their express terms survive termination) except that Trigenshall execute any documents reasonably necessary and in reasonable form to confirm suchexpiration and termination, 9. Schedule 3.2A to the ESAs, Operation and Maintenance Services, is hereby amended bydeleting the fourth paragraph of Section I, Staffing, and replacing it with the following:“Seller shall execute the work by providing a staff which consists of the types andquantity of the following personnel:     General Manager  1 Facility Maintenance Manager  1 Central Plant Manager  1 Environ/Safety Manager  1 Instrument & Controls Manager  1 Shift Supervisors  4 Maintenance Clerk  1 Administrative Assistant  1 Senior Facilities Technicians  26 Central Plant Operators  10 Assistant Plant/Facility Operators  3      FTEs  50 
 
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The Parties agree that, for each year of the Renewal Term, the labor costs will benegotiated based on an assumed maximum labor force to provide the O&M Services of 50FTEs. Accordingly, the Parties agree that the labor costs set forth for the full 2009Budget year, previously agreed upon at $5,236,742, based on an assumed labor force of52 FTE’s, will be reduced by $200,000, i.e., down to $5,036,742.” 10. If an event occurs permitting VCR and the other Customers to terminate the ESAs pursuant toSection 3.4(c) of the ESAs, the Termination Payment shall be calculated and paid inaccordance with Paragraph (1) of Replacement Schedule 9.3. 11. If an event occurs permitting Trigen to terminate the ESAs pursuant to Section 9.1 of theESAs, the Termination Payment shall be calculated and paid in accordance with Paragraph (2)of Replacement Schedule 9.3. 12. Schedule 4.1 of the ESAs, relating to the Capacity Payment Determination, and theAttachment to Schedule 4.1 are deleted. 13. Section 4.1 of the ESAs is amended as follows: (a) any reference to the Capacity Paymentsbeing defined and determined in accordance with Schedule 4.1 is deleted, and (b) theCapacity Payments shall be determined in accordance with paragraph 3(c) of this ThirdAmendment instead. 14. Section 4.5 of the ESAs is amended as follows: (a) any reference to a Capacity Paymentbeing determined in accordance with Schedule 4.1 is deleted and (b) the Capacity Paymentshall be determined in accordance with paragraph 3(c) of this Third Amendment instead. 15. The reference to the Termination Payment in Section 9.1, which is due in the event of aBuyer Default, shall be deemed a reference to the Termination Payment described inParagraph (2) of Replacement Schedule 9.3. 16. The fax number for VCR in Section 13.5 of the Amended ESA is hereby changed to (702)414-4421. 17. Nothing in this Third Amendment is intended to vary or modify any of the rights orobligations that any Party owes to any other Party under that certain Fourth Amended andRestated Reciprocal Easement, Use and Operating Agreement among Interface, GCS, Phase II MallSubsidiary, LLC, VCR and Palazzo Condo Tower, LLC, as amended (the “REA”).
 
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 18. Except as provided herein, the Amended ESA and the Grand Canal Shoppes ESAand the Interface ESA remain in full force and effect 19. The Parties agree to execute and deliver, or to cause to be executed anddelivered, such additional and further documents and instruments as may be necessaryor appropriate to carry out the intents and purposes of this Third Amendment.     VENETIAN CASINO RESORT, LLC TRIGEN-LAS VEGAS ENERGY COMPANY, LLC  (“BUYER”) (“SELLER”)       By: /s/ Robert G. Goldstein By: /s/ Patrick Bastien       Name: Robert G. Goldstein Name: Patrick Bastien  Title: President & COO Title: Senior Vice President       INTERFACE GROUP-NEVADA, INC. GRAND CANAL SHOPS II, LLC  (“INTERFACE”) (“GCS”)       By: /s/ Robert G. Goldstein By: /s/ Daniel Sheridan       Name: Robert G. Goldstein Name: Daniel Sheridan  Title: An Authorized Agent Title: Authorized Signatory  
 
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