Exhibit 10.2
SECOND AMENDMENT
TO MASTER DISBURSEMENT AGREEMENT
THIS SECOND AMENDMENT TO MASTER DISBURSEMENT AGREEMENT (the
"Amendment") is made and entered into as of June 29, 2005, by and among ▇▇▇▇
LAS VEGAS, LLC, a Nevada limited liability company (the "Company"), DEUTSCHE
BANK TRUST COMPANY AMERICAS as the Bank Agent (the "Bank Agent"), and DEUTSCHE
BANK TRUST COMPANY AMERICAS, as the Disbursement Agent (the "Disbursement
Agent"), with respect to the following:
Recitals
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A. Disbursement Agreement. The undersigned are parties to that
certain Master Disbursement Agreement dated December 14, 2004 (as amended,
modified or supplemented from time to time, the "Disbursement Agreement")
among the Company, the Bank Agent, U.S. Bank, National Association as the
indenture trustee (the "Indenture Trustee"), and the Disbursement Agent. The
defined terms used herein and not otherwise defined herein shall have the
meanings given in the Disbursement Agreement.
B. Right to Amend Disbursement Agreement Without Consent of Indenture
Trustee. The Bank Agent, the Disbursement Agent and the Company have the right
to amend this Disbursement Agreement as set forth therein without the
Indenture Trustee's consent.
C. Amendment. The undersigned desire to amend the Disbursement
Agreement to reflect certain agreements of the parties hereto, all as more
particularly set forth herein.
Agreement
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NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned
agree as follows:
1. DEFINITIONS.
a. Phase II Revolving Commitment Sunset Date. Exhibit A of
the Disbursement Agreement is hereby amended by deleting the date June 30,
2005 from the existing definition of "Phase II Revolving Commitment Sunset
Date" and replacing it with the following: "the Phase II Commitment Sunset
Date (as defined in the Bank Credit Agreement), as the same may be extended in
accordance with the terms of the Bank Credit Agreement."
b. Outside Phase II Completion Deadline. Exhibit A of the
Disbursement Agreement is hereby amended by deleting the existing definition
of "Outside Phase II Completion Deadline" in its entirety and replacing it
with the following: "means December 31, 2008, as extended from time to time by
the Company (i) in accordance with Section 6.3.2 of the Disbursement Agreement
or (ii) with the approval of the Required Lenders."
c. Outside Phase II Opening Deadline. Exhibit A of the
Disbursement Agreement is hereby amended by deleting the existing definition
of "Outside Phase II Opening Deadline" in its entirety and replacing it with
the following: "means September 30, 2008, as extended from time to time by the
Company (i) in accordance with Section 6.3.2 of the Disbursement Agreement or
(ii) with the approval of the Required Lenders."
2. MISCELLANEOUS. Except as set forth in this Amendment, all other
terms and provisions of the Disbursement Agreement remain unmodified and in
full force and effect. This Amendment shall be construed and enforced in
accordance with the laws of the State of New York. In the event that any term
or provision contained herein is held to be invalid, void or otherwise
unenforceable by any court of competent jurisdiction, the fact that such term
or provision is invalid, void or otherwise unenforceable shall in no way
affect the validity or enforceability of any other term or provision contained
herein. This Amendment may be executed in any number of identical
counterparts.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the day and year first written above.
COMPANY:
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▇▇▇▇ LAS VEGAS, LLC,
a Nevada limited liability company
By: ▇▇▇▇ Resorts Holdings, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts, Limited,
a Nevada corporation,
its sole member
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Vice President,
CFO and Treasurer
BANK AGENT:
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DEUTSCHE BANK TRUST COMPANY AMERICAS
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Managing Director
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By: /s/ ▇. ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Managing Director
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DISBURSEMENT AGENT:
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DEUTSCHE BANK TRUST COMPANY AMERICAS
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Managing Director
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By: /s/ ▇. ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Managing Director
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