Sponsor Subordinated Note Sample Contracts

SECOND AMENDED AND RESTATED SPONSOR SUBORDINATED NOTE
Sponsor Subordinated Note • September 29th, 2011 • CityCenter Holdings, LLC • Nevada

This Sponsor Subordinated Note (“Note”) amends, restates and consolidates, effective on the Effective Date described in the Credit Agreement referred to below, the Amended and Restated Sponsor Subordinated Note (the “Original Note”) dated October 31, 2008, in the principal amount of $500,000,000, issued by the Borrower to Holder, and adds to the principal amount thereof the amount of interest which has been paid in kind thereunder pursuant to the terms of the Original Note through December 31, 2010. Concurrently herewith, the Amended and Restated Sponsor Subordinated Note dated as of October 31, 2008 issued in favor of Infinity World Development Corp will be amended in restated in an identical manner.

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