Common use of Limitation on Capital Expenditures Clause in Contracts

Limitation on Capital Expenditures. Make or commit to make any Capital Expenditure in any Fiscal Year, except: (a) Capital Expenditures of Borrower or Restricted Subsidiaries of Borrower in the ordinary course of business not exceeding an amount equal to Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the prior Fiscal Year multiplied by 0.35; provided that, (w) such amount shall be increased with respect to any Restricted Subsidiary acquired, or any assets acquired in a Permitted Acquisition, in each case in the then current Fiscal Year, by an amount equal to (i) Consolidated EBITDA of such acquired Restricted Subsidiary (calculated by reference to such acquired Restricted Subsidiary and its Restricted Subsidiaries only) during the last fiscal year of such Restricted Subsidiary for which audited financial statements are available, or (ii) the Consolidated EBITDA that would have been attributable to such acquired assets during the prior fiscal year (as reasonably determined by Borrower and approved by Administrative Agent), in each case, multiplied by 0.35, multiplied by a fraction, the numerator of which is 365 minus the number of days that elapsed in the then current Fiscal Year of Borrower prior to such acquisition, and the denominator of which is 365, (x) the amount available for Capital Expenditures in any Fiscal Year pursuant to this clause (a) and unused in such Fiscal Year may be carried forward to the immediately following Fiscal Year and may be used in such following Fiscal Year only (it being understood that unused amounts under the Fifth Restated Credit Agreement with respect to Fiscal Year 2009 may be carried forward to Fiscal Year 2010), (y) such carried forward amount will be used first in such following Fiscal Year, prior to using the amount otherwise available in such Fiscal Year pursuant to this clause (a), and (z) the maximum amount available of Capital Expenditures in any Fiscal Year that may be carried forward to the immediately following Fiscal Year shall not exceed the amount available for Capital Expenditures in such first Fiscal Year (without taking into account any amount carried over from the previous Fiscal Year); and (b) Capital Expenditures of Borrower and its Restricted Subsidiaries to the extent of any Net Cash Proceeds received by Borrower as a capital contribution or from issuances or sales to Holdings of Capital Stock of Borrower, in each case after the Fourth Restated Credit Agreement Closing Date, to the extent that (x) such Net Cash Proceeds are not required to be applied to repay Loans pursuant to Sections 2.13(b) and 2.14 (of this Agreement or any Prior Credit Agreement), and (y) Borrower could make a Restricted Payment of the same amount pursuant to Section 6.6(e) (it being understood that any such Capital Expenditures shall, without duplication, reduce dollar-for-dollar the amount available for Restricted Payments under Section 6.6(e)). Permitted Acquisitions made in accordance with Section 6.8(f) shall not be deemed to be Capital Expenditures for the purposes of this Section 6.7.

Limitation on Capital Expenditures. Make or commit to make any Capital Expenditure in any Fiscal Year, except: (a) Capital Expenditures of Borrower or Restricted Subsidiaries of Borrower in the ordinary course of business not exceeding an amount equal to Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the prior Fiscal Year multiplied by 0.35; provided that, (w) such amount shall be increased with respect to any Restricted Subsidiary acquired, or any assets acquired in a Permitted Acquisition, in each case in the then current Fiscal Year, by an amount equal to (i) Consolidated EBITDA of such acquired Restricted Subsidiary (calculated by reference to such acquired Restricted Subsidiary and its Restricted Subsidiaries only) during the last fiscal year of such Restricted Subsidiary for which audited financial statements are available, or (ii) the Consolidated EBITDA that would have been attributable to such acquired assets during the prior fiscal year (as reasonably determined by Borrower and approved by Administrative Agent), in each case, multiplied by 0.35, multiplied by a fraction, the numerator of which is 365 minus the number of days that elapsed in the then current Fiscal Year of Borrower prior to such acquisition, and the denominator of which is 365, (x) the amount available for incur Capital Expenditures in any Fiscal Year indicated below in an aggregate amount among all Loan Parties in excess of the corresponding amount set forth below opposite such Fiscal Year; provided that (i) other than Capital Expenditures (x) necessary to keep all associated Property and systems reasonably related to the operation of the Golf Course Land and improvements thereon in good and working order and condition or (y) funded by the proceeds of equity capital contributions from Wynn Resorts (or another Loan Party to the extent acting as an intermediary for purposes of contributing equity capital contributions from Wynn Resorts for such Capital Expenditures), in no event shall any Loan Party commit to make or incur Capital Expenditures with respect to the Golf Course Land or improvements thereon in excess of (A) $3,000,000 during the period from the Phase I Opening Date through the 18 month anniversary thereof and (B) $5,000,000 in any 12 month period thereafter and (ii) other than Capital Expenditures (x) necessary or advisable to keep all associated Property and systems reasonably related to the operation of the Aircraft in good and working order and condition, whether pursuant to this manufacturer requirements or suggestions, Requirements of Law, good aircraft maintenance practices or otherwise, or (y) funded by the proceeds of equity capital contributions from Wynn Resorts (or another Loan Party to the extent acting as an intermediary for purposes of contributing equity capital contributions from Wynn Resorts for such Capital Expenditures), in no event shall any Loan Party commit to make or incur Capital Expenditures with respect to the Aircraft. Fiscal Year Maximum Capital Expenditures Fiscal Year 2006 $ 100,000,000 Fiscal Year 2007 $ 125,000,000 Fiscal Year 2008 $ 160,000,000 Fiscal Year 2009 and each Fiscal Year thereafter $ 175,000,000 Notwithstanding the foregoing, (a) the amounts referred to above shall be increased from time to time by the amount of cash proceeds received by the Loan Parties as equity capital contributions from Wynn Resorts (or another Affiliate to the extent acting as an intermediary for purposes of contributing equity capital contributions from Wynn Resorts to a Loan Party for application to Capital Expenditures) but only to the extent such equity capital contribution proceeds are contributed and so applied for Capital Expenditures (other than the Additional Entertainment Facility and/or the Retail Facility) during the relevant Fiscal Year and (b) if any amount referred to above (as increased pursuant to clause (a) and unused above) is not expended in such the Fiscal Year for which it is permitted, 100% of any such non-expended amounts (the “Carryover Amount”) may be carried forward to over for expenditure in the immediately following next succeeding Fiscal Year and may be used in such following Fiscal Year only (it being understood that unused with amounts under the Fifth Restated Credit Agreement with respect to Fiscal Year 2009 may be carried forward to Fiscal Year 2010), (y) such carried forward amount will be used first in such following Fiscal Year, prior to using the amount otherwise available in such Fiscal Year pursuant to this clause (a), and (z) the maximum amount available of Capital Expenditures expended in any Fiscal Year that may be carried forward to applied first against the immediately following Fiscal Year shall not exceed the amount available for Capital Expenditures Carryover Amount (if any) and second against amounts set forth above in respect of such first Fiscal Year (without taking into account any amount carried over from the previous Fiscal Year); and (b) Capital Expenditures of Borrower and its Restricted Subsidiaries to the extent of any Net Cash Proceeds received by Borrower as a capital contribution or from issuances or sales to Holdings of Capital Stock of Borrower, in each case after the Fourth Restated Credit Agreement Closing Date, to the extent that (x) such Net Cash Proceeds are not required to be applied to repay Loans pursuant to Sections 2.13(b) and 2.14 (of this Agreement or any Prior Credit Agreement), and (y) Borrower could make a Restricted Payment of the same amount pursuant to Section 6.6(e) (it being understood that any such Capital Expenditures shall, without duplication, reduce dollar-for-dollar the amount available for Restricted Payments under Section 6.6(e)). Permitted Acquisitions made in accordance with Section 6.8(f) shall not be deemed to be Capital Expenditures for the purposes of this Section 6.7.

Limitation on Capital Expenditures. Make or Make, commit to make or incur Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount among all Loan Parties in excess of the corresponding amounts set forth below opposite such Fiscal Year; provided, that other than Capital Expenditure Expenditures (x) necessary to keep all associated Property and systems reasonably related to the operation of the Golf Course Land and improvements thereon and the Phase II Land and improvements thereon in good and working order and condition or (y) funded by the proceeds of equity capital contributions from Wynn Resorts (or another Loan Party to the extent acting as an intermediary for purposes of contributing equity capital contributions from Wynn Resorts for such Capital Expenditures) no event shall any Loan Party commit to make or incur Capital Expenditures with respect to the Golf Course or the Golf Course Land or improvements thereon in excess of (A) $3,000,000 during the period from the Completion Date through the 18 month anniversary thereof and (B) $5,000,000 in any 12 month period thereafter, and in no event shall any Loan Party commit to make or incur Capital Expenses with respect to the Phase II Land or improvements thereon in excess of $5,000,000 in any Fiscal Year; provided, except: (a) further, that other than Capital Expenditures (x) necessary or advisable to keep all associated Property and systems reasonably related to the operation of Borrower or Restricted Subsidiaries of Borrower the Aircraft in the ordinary course of business not exceeding an amount equal to Consolidated EBITDA of Borrower good and its Restricted Subsidiaries for the prior Fiscal Year multiplied by 0.35; provided that, (w) such amount shall be increased with respect to any Restricted Subsidiary acquired, or any assets acquired in a Permitted Acquisitionworking order and condition, in each case in the then current Fiscal Yearwhether pursuant to manufacturer requirements or suggestions, by an amount equal to (i) Consolidated EBITDA Requirements of such acquired Restricted Subsidiary (calculated by reference to such acquired Restricted Subsidiary and its Restricted Subsidiaries only) during the last fiscal year of such Restricted Subsidiary for which audited financial statements are availableLaw, good aircraft maintenance practices or otherwise, or (iiy) funded by the Consolidated EBITDA that would have been attributable proceeds of equity capital contributions from Wynn Resorts (or another Loan Party to the extent acting as an intermediary for purposes of contributing equity capital contributions from Wynn Resorts for such acquired assets during the prior fiscal year (as reasonably determined by Borrower and approved by Administrative AgentCapital Expenditures), in each case, multiplied by 0.35, multiplied by a fraction, the numerator of which is 365 minus the number of days that elapsed in the then current Fiscal Year of Borrower prior no event shall any Loan Party commit to such acquisition, and the denominator of which is 365, (x) the amount available for make or incur Capital Expenditures in any Fiscal Year pursuant to this clause (a) and unused in such Fiscal Year may be carried forward to the immediately following Fiscal Year and may be used in such following Fiscal Year only (it being understood that unused amounts under the Fifth Restated Credit Agreement with respect to the Aircraft. Fiscal Year Maximum Capital Expenditures Fiscal Year 2005 $ 25,000,000 Fiscal Year 2006 $ 50,000,000 Fiscal Year 2007 $ 60,000,000 Fiscal Year 2008 $ 65,000,000 Fiscal Year 2009 may be carried forward to Fiscal Year 2010), (y) such carried forward amount will be used first in such following Fiscal Year, prior to using the amount otherwise available in such Fiscal Year pursuant to this clause (a), and (z) the maximum amount available of Capital Expenditures in any Fiscal Year that may be carried forward to the immediately following Fiscal Year shall not exceed the amount available for Capital Expenditures in such first Fiscal Year (without taking into account any amount carried over from the previous Fiscal Year); and (b) Capital Expenditures of Borrower and its Restricted Subsidiaries to the extent of any Net Cash Proceeds received by Borrower as a capital contribution or from issuances or sales to Holdings of Capital Stock of Borrower, in each case after the Fourth Restated Credit Agreement Closing Date, to the extent that (x) such Net Cash Proceeds are not required to be applied to repay Loans pursuant to Sections 2.13(b) and 2.14 (of this Agreement or any Prior Credit Agreement), and (y) Borrower could make a Restricted Payment of the same amount pursuant to Section 6.6(e) (it being understood that any such Capital Expenditures shall, without duplication, reduce dollar-for-dollar the amount available for Restricted Payments under Section 6.6(e)). Permitted Acquisitions made in accordance with Section 6.8(f) shall not be deemed to be Capital Expenditures for the purposes of this Section 6.7.$ 52,500,000

Limitation on Capital Expenditures. Make or Make, commit to make or incur Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount among all Loan Parties in excess of the corresponding amount set forth below opposite such Fiscal Year; provided, that other than Capital Expenditure Expenditures (x) necessary to keep all associated Property and systems reasonably related to the operation of the Golf Course Land and improvements thereon and the Phase II Land and improvements thereon in good and working order and condition or (y) funded by the proceeds of equity capital contributions from Wynn Resorts (or another Loan Party to the extent acting as an intermediary for purposes of contributing equity capital contributions from Wynn Resorts for such Capital Expenditures), in no event shall any Loan Party commit to make or incur Capital Expenditures with respect to the Golf Course Land or improvements thereon in excess of (A) $3,000,000 during the period from the Completion Date through the 18 month anniversary thereof and (B) $5,000,000 in any 12 month period thereafter, and in no event shall any Loan Party commit to make or incur Capital Expenditures with respect to the Phase II Land or improvements thereon in excess of $5,000,000 in any Fiscal Year; provided, except: (a) further, that other than Capital Expenditures (x) necessary or advisable to keep all associated Property and systems reasonably related to the operation of Borrower the Aircraft in good and working order and condition, whether pursuant to manufacturer requirements or Restricted Subsidiaries suggestions, Requirements of Borrower Law, good aircraft maintenance practices or otherwise, or (y) funded by the proceeds of equity capital contributions from Wynn Resorts (or another Loan Party to the extent acting as an intermediary for purposes of contributing equity capital contributions from Wynn Resorts for such Capital Expenditures), in the ordinary course of business not exceeding an amount equal no event shall any Loan Party commit to Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the prior Fiscal Year multiplied by 0.35; provided that, (w) such amount shall be increased make or incur Capital Expenditures with respect to the Aircraft. Fiscal Year Maximum Capital Expenditures Fiscal Year 2005 $ 25,000,000 Fiscal Year 2006 $ 50,000,000 Fiscal Year 2007 $ 60,000,000 Fiscal Year 2008 $ 65,000,000 Fiscal Year 2009 $ 52,500,000 7.8 Limitation on Investments. Make any Restricted Subsidiary acquiredadvance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets acquired in a Permitted Acquisition, in each case in the then current Fiscal Year, by constituting an amount equal to (i) Consolidated EBITDA of such acquired Restricted Subsidiary (calculated by reference to such acquired Restricted Subsidiary and its Restricted Subsidiaries only) during the last fiscal year of such Restricted Subsidiary for which audited financial statements are availableongoing business from, or make any other investment in, any other Person (ii) all of the Consolidated EBITDA that would have been attributable to such acquired assets during the prior fiscal year (as reasonably determined by Borrower and approved by Administrative Agentforegoing, "Investments"), in each case, multiplied by 0.35, multiplied by a fraction, the numerator of which is 365 minus the number of days that elapsed in the then current Fiscal Year of Borrower prior to such acquisition, and the denominator of which is 365, (x) the amount available for Capital Expenditures in any Fiscal Year pursuant to this clause (a) and unused in such Fiscal Year may be carried forward to the immediately following Fiscal Year and may be used in such following Fiscal Year only (it being understood that unused amounts under the Fifth Restated Credit Agreement with respect to Fiscal Year 2009 may be carried forward to Fiscal Year 2010), (y) such carried forward amount will be used first in such following Fiscal Year, prior to using the amount otherwise available in such Fiscal Year pursuant to this clause (a), and (z) the maximum amount available of Capital Expenditures in any Fiscal Year that may be carried forward to the immediately following Fiscal Year shall not exceed the amount available for Capital Expenditures in such first Fiscal Year (without taking into account any amount carried over from the previous Fiscal Year); and (b) Capital Expenditures of Borrower and its Restricted Subsidiaries to the extent of any Net Cash Proceeds received by Borrower as a capital contribution or from issuances or sales to Holdings of Capital Stock of Borrower, in each case after the Fourth Restated Credit Agreement Closing Date, to the extent that (x) such Net Cash Proceeds are not required to be applied to repay Loans pursuant to Sections 2.13(b) and 2.14 (of this Agreement or any Prior Credit Agreement), and (y) Borrower could make a Restricted Payment of the same amount pursuant to Section 6.6(e) (it being understood that any such Capital Expenditures shall, without duplication, reduce dollar-for-dollar the amount available for Restricted Payments under Section 6.6(e)). Permitted Acquisitions made in accordance with Section 6.8(f) shall not be deemed to be Capital Expenditures for the purposes of this Section 6.7.except:

Limitation on Capital Expenditures. Make or Make, commit to make or incur Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount among all Loan Parties in excess of the corresponding amount set forth below opposite such Fiscal Year; provided, that other than Capital Expenditure Expenditures (x) necessary to keep all associated Property and systems reasonably related to the operation of the Golf Course Land and improvements thereon and the Phase II Land and improvements thereon in good and working order and condition or (y) funded by the proceeds of equity capital contributions from Wynn Resorts (or another Loan Party to the extent acting as an intermediary for purposes of contributing equity capital contributions from Wynn Resorts for such Capital Expenditures), in no event shall any Loan Party commit to make or incur Capital Expenditures with respect to the Golf Course Land or improvements thereon in excess of (A) $3,000,000 during the period from the Completion Date through the 18 month anniversary thereof and (B) $5,000,000 in any 12 month period thereafter, and in no event shall any Loan Party commit to make or incur Capital Expenses with respect to the Phase II Land or improvements thereon in excess of $5,000,000 in any Fiscal Year; provided, except: (a) further, that other than Capital Expenditures (x) necessary or advisable to keep all associated Property and systems reasonably related to the operation of Borrower or Restricted Subsidiaries of Borrower the Aircraft in the ordinary course of business not exceeding an amount equal to Consolidated EBITDA of Borrower good and its Restricted Subsidiaries for the prior Fiscal Year multiplied by 0.35; provided that, (w) such amount shall be increased with respect to any Restricted Subsidiary acquired, or any assets acquired in a Permitted Acquisitionworking order and condition, in each case in the then current Fiscal Yearwhether pursuant to manufacturer requirements or suggestions, by an amount equal to (i) Consolidated EBITDA Requirements of such acquired Restricted Subsidiary (calculated by reference to such acquired Restricted Subsidiary and its Restricted Subsidiaries only) during the last fiscal year of such Restricted Subsidiary for which audited financial statements are availableLaw, good aircraft maintenance practices or otherwise, or (iiy) funded by the Consolidated EBITDA that would have been attributable proceeds of equity capital contributions from Wynn Resorts (or another Loan Party to the extent acting as an intermediary for purposes of contributing equity capital contributions from Wynn Resorts for such acquired assets during the prior fiscal year (as reasonably determined by Borrower and approved by Administrative AgentCapital Expenditures), in each case, multiplied by 0.35, multiplied by a fraction, the numerator of which is 365 minus the number of days that elapsed in the then current Fiscal Year of Borrower prior no event shall any Loan Party commit to such acquisition, and the denominator of which is 365, (x) the amount available for make or incur Capital Expenditures in any Fiscal Year pursuant to this clause (a) and unused in such Fiscal Year may be carried forward to the immediately following Fiscal Year and may be used in such following Fiscal Year only (it being understood that unused amounts under the Fifth Restated Credit Agreement with respect to the Aircraft. Fiscal Year Maximum Capital Expenditures Fiscal Year 2005 $ 25,000,000 Fiscal Year 2006 $ 50,000,000 Fiscal Year 2007 $ 60,000,000 Fiscal Year 2008 $ 65,000,000 Fiscal Year 2009 may be carried forward to Fiscal Year 2010), (y) such carried forward amount will be used first in such following Fiscal Year, prior to using the amount otherwise available in such Fiscal Year pursuant to this clause (a), and (z) the maximum amount available of Capital Expenditures in any Fiscal Year that may be carried forward to the immediately following Fiscal Year shall not exceed the amount available for Capital Expenditures in such first Fiscal Year (without taking into account any amount carried over from the previous Fiscal Year); and (b) Capital Expenditures of Borrower and its Restricted Subsidiaries to the extent of any Net Cash Proceeds received by Borrower as a capital contribution or from issuances or sales to Holdings of Capital Stock of Borrower, in each case after the Fourth Restated Credit Agreement Closing Date, to the extent that (x) such Net Cash Proceeds are not required to be applied to repay Loans pursuant to Sections 2.13(b) and 2.14 (of this Agreement or any Prior Credit Agreement), and (y) Borrower could make a Restricted Payment of the same amount pursuant to Section 6.6(e) (it being understood that any such Capital Expenditures shall, without duplication, reduce dollar-for-dollar the amount available for Restricted Payments under Section 6.6(e)). Permitted Acquisitions made in accordance with Section 6.8(f) shall not be deemed to be Capital Expenditures for the purposes of this Section 6.7.$ 52,500,000 100

Limitation on Capital Expenditures. Make or commit to make any Capital Expenditure in any Fiscal YearExpenditure, except: (a) except Capital Expenditures of the Borrower or Restricted and its Subsidiaries of Borrower in the ordinary course of business not exceeding for any fiscal year the sum of (x) Permitted CapEx Amount, plus (y) the Available Amount, plus (z) the aggregate amount of Net Cash Proceeds reinvested by the Borrower and its Subsidiaries during such fiscal year in connection with reinvestment of Net Cash Proceeds of Asset Sales and Recovery Events permitted by Section 2.5(b) to the extent such reinvestment constitutes Capital Expenditures. Notwithstanding anything to the contrary set out above, (i) to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year is less than Permitted CapEx Amount, 50% of the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the two immediately succeeding fiscal years (provided that before any Rollover Amount may be used to make Capital Expenditures in any fiscal year, the Permitted CapEx Amount for such fiscal year shall have been used in full to make Capital Expenditures for such fiscal year) and (ii) for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 7.7 (including as a result of the application of clause (i) of Section 7.7) may be increased by an amount not to exceed 50% of the Permitted CapEx Amount for the immediately succeeding fiscal year (the “CapEx Pull-Forward Amount”) (provided that before any Capital Expenditures are made in a fiscal year pursuant to the CapEx Pull-Forward Amount, Capital Expenditures shall have been made in such fiscal year in an amount equal to Consolidated EBITDA the Capital Expenditures otherwise permitted in such fiscal year pursuant to this Section 7.7 (including as a result of Borrower and its Restricted Subsidiaries for the prior Fiscal Year multiplied by 0.35; provided that, (w) such amount shall be increased with respect to any Restricted Subsidiary acquired, or any assets acquired in a Permitted Acquisition, in each case in the then current Fiscal Year, by an amount equal to application of clause (i) Consolidated EBITDA of this sentence)). The actual CapEx Pull-Forward Amount in respect of any such acquired Restricted Subsidiary (calculated by reference to such acquired Restricted Subsidiary and its Restricted Subsidiaries only) during the last fiscal year of such Restricted Subsidiary for which audited financial statements are availableshall reduce, or (ii) the Consolidated EBITDA that would have been attributable to such acquired assets during the prior fiscal year (as reasonably determined by Borrower and approved by Administrative Agent), in each case, multiplied by 0.35, multiplied by on a fraction, the numerator of which is 365 minus the number of days that elapsed in the then current Fiscal Year of Borrower prior to such acquisition, and the denominator of which is 365, (x) the amount available for Capital Expenditures in any Fiscal Year pursuant to this clause (a) and unused in such Fiscal Year may be carried forward to the immediately following Fiscal Year and may be used in such following Fiscal Year only (it being understood that unused amounts under the Fifth Restated Credit Agreement with respect to Fiscal Year 2009 may be carried forward to Fiscal Year 2010), (y) such carried forward amount will be used first in such following Fiscal Year, prior to using the amount otherwise available in such Fiscal Year pursuant to this clause (a), and (z) the maximum amount available of Capital Expenditures in any Fiscal Year that may be carried forward to the immediately following Fiscal Year shall not exceed the amount available for Capital Expenditures in such first Fiscal Year (without taking into account any amount carried over from the previous Fiscal Year); and (b) Capital Expenditures of Borrower and its Restricted Subsidiaries to the extent of any Net Cash Proceeds received by Borrower as a capital contribution or from issuances or sales to Holdings of Capital Stock of Borrower, in each case after the Fourth Restated Credit Agreement Closing Date, to the extent that (x) such Net Cash Proceeds are not required to be applied to repay Loans pursuant to Sections 2.13(b) and 2.14 (of this Agreement or any Prior Credit Agreement), and (y) Borrower could make a Restricted Payment of the same amount pursuant to Section 6.6(e) (it being understood that any such Capital Expenditures shall, without duplication, reduce dollar-for-dollar basis, the Permitted CapEx Amount for the immediately succeeding fiscal year. As used in this Section 7.7, “Permitted CapEx Amount” means for each fiscal year set forth below, the amount available for Restricted Payments under Section 6.6(e)). Permitted Acquisitions made in accordance with Section 6.8(f) shall not be deemed to be set forth opposite such fiscal year: Fiscal Year Amount 2010 $40,000,000 less the amount of Capital Expenditures for of the purposes of this Section 6.7.Borrower and its Subsidiaries made after December 31, 2009 and prior to September 30, 2009 2011 $45,000,000 2012 $45,000,000 2013 $45,000,000 2014 $45,000,000 2015 $50,000,000 2016 $50,000,000 2017 $50,000,000

Limitation on Capital Expenditures. Make or commit to make any incur Capital Expenditure in any Fiscal YearExpenditures, except: (a) Capital Expenditures of Borrower or Restricted Subsidiaries of Borrower in the ordinary course of business not exceeding an amount equal to Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the prior Fiscal Year multiplied by 0.35; provided that, (w) such amount shall be increased with respect to any Restricted Subsidiary acquired, or any assets acquired in a Permitted Acquisition, in each case in the then current Fiscal Year, by an amount equal to (i) Consolidated EBITDA of such acquired Restricted Subsidiary (calculated by reference to such acquired Restricted Subsidiary and its Restricted Subsidiaries only) during the last fiscal year of such Restricted Subsidiary for which audited financial statements are available, or (ii) the Consolidated EBITDA that would have been attributable to such acquired assets during the prior fiscal year (as reasonably determined by Borrower and approved by Administrative Agent), in each case, multiplied by 0.35, multiplied by a fraction, the numerator of which is 365 minus the number of days that elapsed in the then current Fiscal Year of Borrower prior to such acquisition, and the denominator of which is 365, (x) the amount available for Capital Expenditures in any Fiscal Year indicated below, in an aggregate amount among all Loan Parties in excess of the corresponding amount set forth below opposite such Fiscal Year; provided, that other than Capital Expenditures (x) necessary to keep all associated Property and systems reasonably related to the operation of the Golf Course Land and improvements thereon in good and working order and condition or (y) funded by the proceeds of equity capital contributions from Wynn Resorts (or another Loan Party to the extent acting as an intermediary for purposes of contributing equity capital contributions from Wynn Resorts for such Capital Expenditures), in no event shall any Loan Party commit to make or incur Capital Expenditures with respect to the Golf Course Land or improvements thereon in excess of (A) $3,000,000 during the period from the Phase I Opening Date through the 18 month anniversary thereof and (B) $5,000,000 in any 12 month period thereafter; provided, further, that unless the Secured Parties have been granted a Lien on the Aircraft in accordance with Section 6.7, other than Capital Expenditures (x) necessary or advisable to keep all associated Property and systems reasonably related to the operation of the Aircraft in good and working order and condition, whether pursuant to this clause manufacturer requirements or suggestions, Requirements of Law, good aircraft maintenance practices or otherwise, or (y) funded by the proceeds of equity capital contributions from Wynn Resorts (or another Loan Party to the extent acting as an interxxxxary for purposes of contributing equity capital contributions from Wynn Resorts for such Capital Expenditures), in no event shall any Loan Party commit to make or incur Capital Expenditures with respect to the Aircraft. |===========================|=============================================| | Fiscal Year | Maximum Capital Expenditures | |===========================|=============================================| |Fiscal Year 2005 |$40,000,000 | |---------------------------|---------------------------------------------| |Fiscal Year 2006 |$80,000,000 | |---------------------------|---------------------------------------------| |Fiscal Year 2007 |$100,000,000 | |---------------------------|---------------------------------------------| |Fiscal Year 2008 and each |$120,000,000; provided, that if the Phase II | |Fiscal Year thereafter |Commitment Sunset Date shall have occurred | | |without the Phase II Approval Date having | | |occurred, $100,000,000 | |---------------------------|---------------------------------------------| Notwithstanding the foregoing, (a) and unused in such Fiscal Year may the amounts referred to above shall be carried forward increased from time to time by the amount of cash proceeds received by the Loan Parties as equity capital contributions from Wynn Resorts (or another Affiliate to the immediately following Fiscal Year and may be used in such following Fiscal Year extent acting as an intermediary for purposes of contributing equity capital contributions from Wynn Resorts to a Loan Party for application to Capital Expenditures) but only (it being understood that unused amounts under the Fifth Restated Credit Agreement with respect to Fiscal Year 2009 may be carried forward to Fiscal Year 2010), (y) such carried forward amount will be used first in such following Fiscal Year, prior to using the amount otherwise available in such Fiscal Year pursuant to this clause (a), and (z) the maximum amount available of Capital Expenditures in any Fiscal Year that may be carried forward to the immediately following Fiscal Year shall not exceed the amount available extent such equity capital contribution proceeds are contributed and so applied for Capital Expenditures in such first (other than the Additional Entertainment Facility and/or the Retail Facility) during the relevant Fiscal Year (without taking into account any amount carried over from the previous Fiscal Year); and (b) Capital Expenditures of Borrower and its Restricted Subsidiaries if any amount referred to above is not expended in the extent Fiscal Year for which it is permitted, 50% of any Net Cash Proceeds received by Borrower as a capital contribution or from issuances or sales to Holdings such non-expended amounts (the "Carryover Amount") may be carried over for expenditure in the next succeeding Fiscal Year (with amounts expended in the next succeeding Fiscal Year applied first against the Carryover Amount and second against amounts set forth above in respect of Capital Stock of Borrower, in each case after the Fourth Restated Credit Agreement Closing Date, to the extent that (x) such Net Cash Proceeds are not required to be applied to repay Loans pursuant to Sections 2.13(b) and 2.14 (of this Agreement or any Prior Credit Agreementsucceeding Fiscal Year), and (y) Borrower could make a Restricted Payment of the same amount pursuant to Section 6.6(e) (it being understood that any such Capital Expenditures shall, without duplication, reduce dollar-for-dollar the amount available for Restricted Payments under Section 6.6(e)). Permitted Acquisitions made in accordance with Section 6.8(f) shall not be deemed to be Capital Expenditures for the purposes of this Section 6.7.

Limitation on Capital Expenditures. Make or commit to make (by way of the acquisition of securities of a Person or otherwise) Capital Expenditures other than: (i) Capital Expenditures made with respect to the maintenance or improvement of assets or property then owned by any Capital Expenditure Credit Party not to exceed $25,000,00040,000,000 in the aggregate in any Fiscal Year; or (ii) Capital Expenditures made with respect to any acquisition of any additional assets or property in a single transaction not to exceed $60,000,00075,000,000, provided that the aggregate amount of such Capital Expenditures for all such acquisitions of additional assets or property in any Fiscal Year shall not exceed $100,000,000 or (iii) Capital Expenditures made in respect of Project X upon the consummation thereof (provided that no Capital Expenditures shall be permitted under this clause (iii) after September 30, 2016)175,000,000. 8.8 Limitation on Investments, Loans and Advances. Other than as required in connection with the Amalgamation, make any Investment in any Person, except: (a) Capital Expenditures extensions of Borrower or Restricted Subsidiaries of Borrower trade credit in the ordinary course of business not exceeding an amount equal to Consolidated EBITDA of Borrower and its Restricted Subsidiaries (including, for the prior Fiscal Year multiplied avoidance of doubt, ordinary course extensions of credit under Commodity Contracts and Financial Hedging Agreements made in accordance with the Risk Management Policy); (b) Investments in Cash Equivalents; (c) Investments (i) by 0.35; provided thatany Credit Party in any Loan Party, (wii) by any Loan Party in Wintergreen or Xxxxxxx Resources Canada in existence on the Amendment Effective Date together with any renewals and extensions thereof, so long as the principal amount of such renewal or extension does not exceed the original principal amount of such Investment, and (iii) by any Loan Party in Wintergreen or Xxxxxxx Resources Canada after the Amendment Effective Date provided that the aggregate amount of such Investments shall be increased not exceed $3,000,000 in any Fiscal Year; (d) Investments consisting of cash and Cash Equivalents posted as collateral to satisfy margin requirements with respect to counterparties of Commodity Contracts or Financial Hedging Agreements of any Restricted Subsidiary acquiredLoan Party; (e) Investments (including debt obligations and equity securities) received in connection with the bankruptcy, insolvency, arrangement or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (f) Investments in existence on the Restatement Effective Date and listed on Schedule 8.8, together with any renewals and extensions thereof, so long as the principal amount of such renewal or extension does not exceed the original principal amount of such Investment; (g) payroll, travel and other loans or advances to, or Guarantee Obligations issued to support the obligations of, current or former officers, directors, and employees of the General Partner, the MLP or any assets acquired in a Permitted AcquisitionSubsidiary, in each case in the then current Fiscal Year, ordinary course of business in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding; (h) any Investment resulting from pledges and deposits permitted by an amount equal to (i) Consolidated EBITDA of such acquired Restricted Subsidiary (calculated by reference to such acquired Restricted Subsidiary and its Restricted Subsidiaries only) during the last fiscal year of such Restricted Subsidiary for which audited financial statements are available, or (ii) the Consolidated EBITDA that would have been attributable to such acquired assets during the prior fiscal year (as reasonably determined by Borrower and approved by Administrative Agent), in each case, multiplied by 0.35, multiplied by a fraction, the numerator of which is 365 minus the number of days that elapsed in the then current Fiscal Year of Borrower prior to such acquisition, and the denominator of which is 365, (x) the amount available for Capital Expenditures in any Fiscal Year pursuant to this clause (a) and unused in such Fiscal Year may be carried forward to the immediately following Fiscal Year and may be used in such following Fiscal Year only (it being understood that unused amounts under the Fifth Restated Credit Agreement with respect to Fiscal Year 2009 may be carried forward to Fiscal Year 2010Section 8.3(c), (y) such carried forward amount will be used first in such following Fiscal Year, prior to using the amount otherwise available in such Fiscal Year pursuant to this clause (ad), and (z) the maximum amount available of Capital Expenditures in any Fiscal Year that may be carried forward to the immediately following Fiscal Year shall not exceed the amount available for Capital Expenditures in such first Fiscal Year (without taking into account any amount carried over from the previous Fiscal Yearl); and (b) Capital Expenditures of Borrower and its Restricted Subsidiaries to the extent of any Net Cash Proceeds received by Borrower as a capital contribution or from issuances or sales to Holdings of Capital Stock of Borrower, in each case after the Fourth Restated Credit Agreement Closing Date, to the extent that (x) such Net Cash Proceeds are not required to be applied to repay Loans pursuant to Sections 2.13(b) and 2.14 (of this Agreement or any Prior Credit Agreement), and (y) Borrower could make a Restricted Payment of the same amount pursuant to Section 6.6(e) (it being understood that any such Capital Expenditures shall, without duplication, reduce dollar-for-dollar the amount available for Restricted Payments under Section 6.6(e)). Permitted Acquisitions made in accordance with Section 6.8(f) shall not be deemed to be Capital Expenditures for the purposes of this Section 6.7.

Limitation on Capital Expenditures. Make or commit to make any Capital Expenditure in any Fiscal Year, except: (a) Capital Expenditures of Borrower or Restricted Subsidiaries of Borrower in the ordinary course of business not exceeding an amount equal to Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the prior Fiscal Year multiplied by 0.35; provided that, (w) such amount shall be increased with respect to any Restricted Subsidiary acquired, or any assets acquired in a Permitted Acquisition, in each case in the then current Fiscal Year, by an amount equal to (i) Consolidated EBITDA of such acquired Restricted Subsidiary (calculated by reference to such acquired Restricted Subsidiary and its Restricted Subsidiaries only) during the last fiscal year of such Restricted Subsidiary for which audited financial statements are available, or (ii) the Consolidated EBITDA that would have been attributable to such acquired assets during the prior fiscal year (as reasonably determined by Borrower and approved by Administrative Agent), in each case, multiplied by 0.35, multiplied by a fraction, the numerator of which is 365 minus the number of days that elapsed in the then current Fiscal Year of Borrower prior to such acquisition, and the denominator of which is 365, (x) the amount available for Capital Expenditures in any Fiscal Year pursuant to this clause (a) and unused in such Fiscal Year may be carried forward to the immediately following Fiscal Year and may be used in such following Fiscal Year only (it being understood that unused amounts under the Fifth Restated Existing Credit Agreement with respect to Fiscal Year 2009 2003 may be carried forward to Fiscal Year 20102004), (y) such carried forward amount will be used first in such following Fiscal Year, prior to using the amount otherwise available in such Fiscal Year pursuant to this clause (a), and (z) the maximum amount available of Capital Expenditures in any Fiscal Year that may be carried forward to the immediately following Fiscal Year shall not exceed the amount available for Capital Expenditures in such first Fiscal Year (without taking into account any amount carried over from the previous Fiscal Year); and (b) Capital Expenditures of Borrower and its Restricted Subsidiaries to the extent of any Net Cash Proceeds received by Borrower as a capital contribution or from issuances or sales to Holdings of Capital Stock of Borrower, in each case after the Fourth Restated Credit Agreement Closing Date, to the extent that (x) such Net Cash Proceeds are not required to be applied to repay Loans pursuant to Sections 2.13(b2.14(b) and 2.14 (of this Agreement or any Prior Credit Agreement)2.15, and (y) Borrower could make a Restricted Payment of the same amount pursuant to Section 6.6(e) (it being understood that any such Capital Expenditures shall, without duplication, reduce dollar-for-dollar the amount available for Restricted Payments under Section 6.6(e)). Permitted Acquisitions made in accordance with Section 6.8(f) shall not be deemed to be Capital Expenditures for the purposes of this Section 6.7.

Limitation on Capital Expenditures. Make or commit to make (by way of the acquisition of securities of a Person or otherwise) any Capital Expenditure expenditure in respect of the purchase or other acquisition of fixed or capital assets (excluding (i) any Fiscal Yearsuch asset acquired in connection with normal replacement and maintenance programs properly charged to current operations or which are payable from the proceeds of insurance received by the Parent, except: (a) Capital Expenditures of the Borrower or Restricted Subsidiaries of Borrower in the ordinary course of business not exceeding an amount equal to Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the prior Fiscal Year multiplied by 0.35; provided thatany Subsidiary, (wii) any such amount shall be increased with respect to any Restricted Subsidiary acquired, or any assets asset acquired in connection with a Permitted Acquisition, in each case in (iii) any such asset constituting a tractor, trailer or related item of transportation equipment acquired for the then current Fiscal Year, by purpose of reselling the same to an amount equal to (i) Consolidated EBITDA of such acquired Restricted Subsidiary (calculated by reference to such acquired Restricted Subsidiary and its Restricted Subsidiaries only) during independent contractor doing business with the last fiscal year of such Restricted Subsidiary for which audited financial statements are available, or (ii) the Consolidated EBITDA that would have been attributable to such acquired assets during the prior fiscal year (as reasonably determined by Borrower and approved by Administrative Agent), in each case, multiplied by 0.35, multiplied by a fraction, the numerator of which is 365 minus the number of days that elapsed in the then current Fiscal Year of Borrower prior to such acquisition, and the denominator of which is 365, (x) the amount available for Capital Expenditures in any Fiscal Year pursuant to this clause (a) and unused in such Fiscal Year may be carried forward to the immediately following Fiscal Year and may be used in such following Fiscal Year only (it being understood that unused amounts under the Fifth Restated Credit Agreement with respect to Fiscal Year 2009 may be carried forward to Fiscal Year 2010), (y) such carried forward amount will be used first in such following Fiscal Year, prior to using the amount otherwise available in such Fiscal Year pursuant to this clause (a), and (z) the maximum amount available of Capital Expenditures in any Fiscal Year that may be carried forward to the immediately following Fiscal Year shall not exceed the amount available for Capital Expenditures in such first Fiscal Year (without taking into account any amount carried over from the previous Fiscal Year); and (b) Capital Expenditures of Borrower and its Restricted Subsidiaries to the extent of any Net Cash Proceeds received by Borrower as a capital contribution or from issuances or sales to Holdings of Capital Stock of Borrower, in each case after the Fourth Restated Credit Agreement Closing Date, but only to the extent that the purchase price of such tractor, trailer or related item of equipment, when added to the aggregate purchase price of all such other tractors, trailers and related items of equipment then owned by the Borrower and its Subsidiaries, does not exceed $5,000,000 and (xiv) such Net Cash Proceeds are not required expenditures of up to be applied $30,000,000 each with respect to repay Loans pursuant the assets referred to Sections 2.13(bin clauses (i) and 2.14 (ii) to the proviso in Section 7.13, except for expenditures not exceeding, when added to the value of this Agreement or any Prior Credit Agreement), and all assets (y) Borrower could make a Restricted Payment of the same amount pursuant to Section 6.6(e) (it being understood that any such Capital Expenditures shall, without duplication, reduce dollar-for-dollar the amount available for Restricted Payments under Section 6.6(e)). Permitted Acquisitions made determined in accordance with Section 6.8(fGAAP) shall not be deemed to be Capital Expenditures rented under leases (other than Financing Leases and Short Term Leases) for tractors, trailers and related equipment entered into during any fiscal year of the Parent, in the aggregate for the purposes Parent and its Subsidiaries during any such fiscal year, the amount of $60,000,000, provided, that, in the event that the amount permitted pursuant to this Section 6.7subsection for any fiscal year exceeds the actual amount of all capital expenditures for such fiscal year (whether permitted by virtue of a carry-over pursuant to this proviso or otherwise), the amount of such excess up to an amount not to exceed $5,000,000 may be carried over for expenditure in that portion of the fiscal year immediately following such fiscal year that follows delivery of the financial statements delivered pursuant to subsection 6.1(a) with respect to such fiscal year.

Limitation on Capital Expenditures. Make or commit to make (by way of the acquisition of securities of a Person or otherwise) any Capital Expenditure Expenditures (excluding any such asset acquired in any Fiscal Year, except: (aconnection with normal replacement and maintenance programs properly charged to current operations) except for Capital Expenditures of Borrower or Restricted Subsidiaries of Borrower in the ordinary course of business not exceeding exceeding, in the aggregate for the Borrower and its Subsidiaries during any of the fiscal years of the Borrower, the amount set forth opposite the applicable Leverage Ratio (determined on the last day of the prior fiscal year) for the Borrower and its Subsidiaries, LEVERAGE RATIO AMOUNT -------------- ------ Greater than or equal to 3.00:1.00 $3,500,000 Less than 3.00:1.00 but greater $4,000,000 than or equal to 2.50:1.0 Less than 2.5:1.00 $4,250,000 PROVIDED, that (i) if at the end of any fiscal year of the Borrower, the amount specified pursuant to this section for such Capital Expenditures during such fiscal year exceeds the aggregate amount of Capital Expenditures made or incurred by the Borrower and its Subsidiaries on a consolidated basis during such fiscal year (the amount of such excess being referred to herein as the "EXCESS AMOUNT"), the Borrower and its Subsidiaries shall be entitled to make additional Capital Expenditures in the succeeding fiscal year (and only in such succeeding fiscal year) in an aggregate amount equal to Consolidated EBITDA of Borrower the Excess Amount and its Restricted Subsidiaries for the prior Fiscal Year multiplied by 0.35; provided that, (w) such amount shall be increased with respect to any Restricted Subsidiary acquired, or any assets acquired in a Permitted Acquisition, in each case in the then current Fiscal Year, by an amount equal to (i) Consolidated EBITDA of such acquired Restricted Subsidiary (calculated by reference to such acquired Restricted Subsidiary and its Restricted Subsidiaries only) during the last fiscal year of such Restricted Subsidiary for which audited financial statements are available, or (ii) the Consolidated EBITDA that would have been attributable Capital Expenditures made pursuant to this subsection 6.8 during any fiscal year shall be deemed made FIRST, in respect of amounts permitted for such acquired assets during fiscal year as provided above (without giving effect to amounts carried over from the prior fiscal year pursuant to clause (as reasonably determined by Borrower i) above) and approved by Administrative Agent)SECOND, in each case, multiplied by 0.35, multiplied by a fraction, respect of the numerator of which is 365 minus the number of days that elapsed in the then current Fiscal Year of Borrower prior to such acquisition, and the denominator of which is 365, (x) the amount available for Capital Expenditures in any Fiscal Year pursuant to this clause (a) and unused in such Fiscal Year may be carried forward to the immediately following Fiscal Year and may be used in such following Fiscal Year only (it being understood that unused amounts under the Fifth Restated Credit Agreement with respect to Fiscal Year 2009 may be carried forward to Fiscal Year 2010), (y) such carried forward amount will be used first in such following Fiscal Year, prior to using the amount otherwise available in such Fiscal Year pursuant to this clause (a), and (z) the maximum amount available of Capital Expenditures in any Fiscal Year that may be carried forward to the immediately following Fiscal Year shall not exceed the amount available for Capital Expenditures in such first Fiscal Year (without taking into account any amount Excess Amount carried over from the previous Fiscal Year); and (b) Capital Expenditures of Borrower and its Restricted Subsidiaries to the extent of any Net Cash Proceeds received by Borrower as a capital contribution or from issuances or sales to Holdings of Capital Stock of Borrower, in each case after the Fourth Restated Credit Agreement Closing Date, to the extent that (x) such Net Cash Proceeds are not required to be applied to repay Loans prior fiscal year pursuant to Sections 2.13(bclause (i) and 2.14 (of this Agreement or any Prior Credit Agreement), and (y) Borrower could make a Restricted Payment of the same amount pursuant to Section 6.6(e) (it being understood that any such Capital Expenditures shall, without duplication, reduce dollar-for-dollar the amount available for Restricted Payments under Section 6.6(e)). Permitted Acquisitions made in accordance with Section 6.8(f) shall not be deemed to be Capital Expenditures for the purposes of this Section 6.7above.

Limitation on Capital Expenditures. Make or commit to make any Capital Expenditure in any Fiscal Year, except: (a) Capital Expenditures of Borrower or Restricted Subsidiaries of Borrower in the ordinary course of business not exceeding an amount equal to Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the prior Fiscal Year multiplied by 0.35; provided that, (w) such amount shall be increased with respect to any Restricted Subsidiary acquired, or any assets acquired in a Permitted Acquisition, in each case in the then current Fiscal Year, by an amount equal to (i) Consolidated EBITDA of such acquired Restricted Subsidiary (calculated by reference to such acquired Restricted Subsidiary and its Restricted Subsidiaries only) during the last fiscal year of such Restricted Subsidiary for which audited financial statements are available, or (ii) the Consolidated EBITDA that would have been attributable to such acquired assets during the prior fiscal year (as reasonably determined by Borrower and approved by Administrative Agent), in each case, multiplied by 0.35, multiplied by a fraction, the numerator of which is 365 minus the number of days that elapsed in the then current Fiscal Year of Borrower prior to such acquisition, and the denominator of which is 365, (x) the amount available for incur Capital Expenditures in any Fiscal Year indicated below in an aggregate amount among all Loan Parties in excess of the corresponding amount set forth below opposite such Fiscal Year; provided that (i) other than Capital Expenditures (x) necessary to keep all associated Property and systems reasonably related to the operation of the Golf Course Land and improvements thereon in good and working order and condition or (y) funded by the proceeds of equity capital contributions from Wynn Resorts (or another Loan Party to the extent acting as an intermediary for purposes of contributing equity capital contributions from Wynn Resorts for such Capital Expenditures), in no event shall any Loan Party commit to make or incur Capital Expenditures with respect to the Golf Course Land or improvements thereon in excess of (A) $3,000,000 during the period from the Phase I Opening Date through the 18 month anniversary thereof and (B) $5,000,000 in any 130 12 month period thereafter and (ii) other than Capital Expenditures (x) necessary or advisable to keep all associated Property and systems reasonably related to the operation of the Aircraft in good and working order and condition, whether pursuant to this manufacturer requirements or suggestions, Requirements of Law, good aircraft maintenance practices or otherwise, or (y) funded by the proceeds of equity capital contributions from Wynn Resorts (or another Loan Party to the extent acting as an intermediary for purposes of contributing equity capital contributions from Wynn Resorts for such Capital Expenditures), in no event shall any Loan Party commit to make or incur Capital Expenditures with respect to the Aircraft. Fiscal Year Maximum Capital Expenditures Fiscal Year 2006 $100,000,000 Fiscal Year 2007 $125,000,000 Fiscal Year 2008 $160,000,000 Fiscal Year 2009 and each Fiscal Year thereafter $175,000,000 Notwithstanding the foregoing, (a) the amounts referred to above shall be increased from time to time by the amount of cash proceeds received by the Loan Parties as equity capital contributions from Wynn Resorts (or another Affiliate to the extent acting as an intermediary for purposes of contributing equity capital contributions from Wynn Resorts to a Loan Party for application to Capital Expenditures) but only to the extent such equity capital contribution proceeds are contributed and so applied for Capital Expenditures (other than the Additional Entertainment Facility and/or the Retail Facility) during the relevant Fiscal Year and (b) if any amount referred to above (as increased pursuant to clause (a) and unused above) is not expended in such the Fiscal Year for which it is permitted, 100% of any such non-expended amounts (the “Carryover Amount”) may be carried forward to over for expenditure in the immediately following next succeeding Fiscal Year and may be used in such following Fiscal Year only (it being understood that unused with amounts under the Fifth Restated Credit Agreement with respect to Fiscal Year 2009 may be carried forward to Fiscal Year 2010), (y) such carried forward amount will be used first in such following Fiscal Year, prior to using the amount otherwise available in such Fiscal Year pursuant to this clause (a), and (z) the maximum amount available of Capital Expenditures expended in any Fiscal Year that may be carried forward to applied first against the immediately following Fiscal Year shall not exceed the amount available for Capital Expenditures Carryover Amount (if any) and second against amounts set forth above in respect of such first Fiscal Year (without taking into account any amount carried over from the previous Fiscal Year); and (b) Capital Expenditures of Borrower and its Restricted Subsidiaries to the extent of any Net Cash Proceeds received by Borrower as a capital contribution or from issuances or sales to Holdings of Capital Stock of Borrower, in each case after the Fourth Restated Credit Agreement Closing Date, to the extent that (x) such Net Cash Proceeds are not required to be applied to repay Loans pursuant to Sections 2.13(b) and 2.14 (of this Agreement or any Prior Credit Agreement), and (y) Borrower could make a Restricted Payment of the same amount pursuant to Section 6.6(e) (it being understood that any such Capital Expenditures shall, without duplication, reduce dollar-for-dollar the amount available for Restricted Payments under Section 6.6(e)). Permitted Acquisitions made in accordance with Section 6.8(f) shall not be deemed to be Capital Expenditures for the purposes of this Section 6.7.

Limitation on Capital Expenditures. Make or commit to make any Capital Expenditure in any Fiscal Year, except: (a) Capital Expenditures of Borrower or Restricted Subsidiaries of Borrower in the ordinary course of business not exceeding an amount equal to Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the prior Fiscal Year multiplied by 0.35; provided that, (w) such amount shall be increased with respect to any Restricted Subsidiary acquired, or any assets acquired in a Permitted Acquisition, in each case in the then current Fiscal Year, by an amount equal to (i) Consolidated EBITDA of such acquired Restricted Subsidiary (calculated by reference to such acquired Restricted Subsidiary and its Restricted Subsidiaries only) during the last fiscal year of such Restricted Subsidiary for which audited financial statements are available, or (ii) the Consolidated EBITDA that would have been attributable to such acquired assets during the prior fiscal year (as reasonably determined by Borrower and approved by Administrative Agent), in each case, multiplied by 0.35, multiplied by a fraction, the numerator of which is 365 minus the number of days that elapsed in the then current Fiscal Year of Borrower prior to such acquisition, and the denominator of which is 365, (x) the amount available for incur Capital Expenditures in any Fiscal Year indicated below in an aggregate amount among all Loan Parties in excess of the corresponding amount set forth below opposite such Fiscal Year; provided that (i) other than Capital Expenditures (x) necessary to keep all associated Property and systems reasonably related to the operation of the Golf Course Land and improvements thereon in good and working order and condition or (y) funded by the proceeds of equity capital contributions from Wynn Resorts (or another Loan Party to the extent acting as an intermediary for purposes of contributing equity capital contributions from Wynn Resorts for such Capital Expenditures), in no event shall any Loan Party commit to make or incur Capital Expenditures with respect to the Golf Course Land or improvements thereon in excess of (A) $3,000,000 during the period from the Phase I Opening Date through the 18 month anniversary thereof and (B) $5,000,000 in any 12 month period thereafter and (ii) other than Capital Expenditures (x) necessary or advisable to keep all associated Property and systems reasonably related to the operation of the Aircraft in good and working order and condition, whether pursuant to this manufacturer requirements or suggestions, Requirements of Law, good aircraft maintenance practices or otherwise, or (y) funded by the proceeds of equity capital contributions from Wynn Resorts (or another Loan Party to the extent acting as an intermediary for purposes of contributing equity capital contributions from Wynn Resorts for such Capital Expenditures), in no event shall any Loan Party commit to make or incur Capital Expenditures with respect to the Aircraft. Fiscal Year Maximum Capital Expenditures Fiscal Year 2006 $100,000,000 Fiscal Year 2007 $125,000,000 Fiscal Year 2008 $160,000,000 Fiscal Year 2009 and each Fiscal Year thereafter $175,000,000 Notwithstanding the foregoing, (a) the amounts referred to above shall be increased from time to time by the amount of cash proceeds received by the Loan Parties as equity capital contributions from Wynn Resorts (or another Affiliate to the extent acting as an intermediary for purposes of contributing equity capital contributions from Wynn Resorts to a Loan Party for application to Capital Expenditures) but only to the extent such equity capital contribution proceeds are contributed and so applied for Capital Expenditures (other than the Additional Entertainment Facility and/or the Retail Facility) during the relevant Fiscal Year and (b) if any amount referred to above (as increased pursuant to clause (a) and unused above) is not expended in such the Fiscal Year for which it is permitted, 100% of any such non-expended amounts (the “Carryover Amount”) may be carried forward to over for expenditure in the immediately following next succeeding Fiscal Year and may be used in such following Fiscal Year only (it being understood that unused with amounts under the Fifth Restated Credit Agreement with respect to Fiscal Year 2009 may be carried forward to Fiscal Year 2010), (y) such carried forward amount will be used first in such following Fiscal Year, prior to using the amount otherwise available in such Fiscal Year pursuant to this clause (a), and (z) the maximum amount available of Capital Expenditures expended in any Fiscal Year that may be carried forward to applied first against the immediately following Fiscal Year shall not exceed the amount available for Capital Expenditures Carryover Amount (if any) and second against amounts set forth above in respect of such first Fiscal Year (without taking into account any amount carried over from the previous Fiscal Year); and (b) Capital Expenditures of Borrower and its Restricted Subsidiaries to the extent of any Net Cash Proceeds received by Borrower as a capital contribution or from issuances or sales to Holdings of Capital Stock of Borrower, in each case after the Fourth Restated Credit Agreement Closing Date, to the extent that (x) such Net Cash Proceeds are not required to be applied to repay Loans pursuant to Sections 2.13(b) and 2.14 (of this Agreement or any Prior Credit Agreement), and (y) Borrower could make a Restricted Payment of the same amount pursuant to Section 6.6(e) (it being understood that any such Capital Expenditures shall, without duplication, reduce dollar-for-dollar the amount available for Restricted Payments under Section 6.6(e)). Permitted Acquisitions made in accordance with Section 6.8(f) shall not be deemed to be Capital Expenditures for the purposes of this Section 6.7.