1,250,000,000 CREDIT AGREEMENT Dated as of November 20, 2014 among WYNN AMERICA, LLC, as Borrower, THE SUBSIDIARIES OF BORROWER PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, THE L/C LENDERS PARTY HERETO, DEUTSCHE BANK AG NEW YORK BRANCH, as...Credit Agreement • February 27th, 2015 • Wynn Las Vegas LLC • Hotels & motels • New York
CREDIT AGREEMENT, dated as of November 20, 2014 (this “Agreement”, among WYNN AMERICA, LLC, a Nevada limited liability company (“Borrower”); the SUBSIDIARY GUARANTORS party hereto from time to time; the LENDERS from time to time party hereto; the L/C LENDERS party hereto; DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, together with its successors in such capacity, “Administrative Agent”); and DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, together with its successors in such capacity, “Collateral Agent”).
WYNN LAS VEGAS, LLC and WYNN LAS VEGAS CAPITAL CORP., as joint and several obligors AND KEVYN, LLC WORLD TRAVEL, LLC WYNN SHOW PERFORMERS, LLC WYNN SUNRISE, LLC and WLV EVENTS, LLC, as guarantors SERIES A AND SERIES B 7¾% FIRST MORTGAGE NOTES DUE 2020...Supplemental Indenture • February 27th, 2015 • Wynn Las Vegas LLC • Hotels & motels • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of February 18, 2015, among WLV Events, LLC, a Nevada limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Wynn Las Vegas, LLC, a Nevada limited liability company (“Wynn Las Vegas”), Wynn Las Vegas, Wynn Las Vegas Capital Corp., a Nevada corporation (“Wynn Capital,” and together with Wynn Las Vegas, the “Issuers”) and the Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
ContractIntellectual Property License Agreement • February 27th, 2015 • Wynn Las Vegas LLC • Hotels & motels
This 2015 Intellectual Property License Agreement (“Agreement”) is dated as of the 26th day of February 2015 (the “Effective Date”), by and among WYNN RESORTS HOLDINGS, LLC, a Nevada Limited Liability Company (hereinafter “Holdings”), WYNN RESORTS, LIMITED, a Nevada corporation (hereinafter “Limited”) and WYNN LAS VEGAS, LLC, a limited liability under the laws of Nevada (hereinafter “Licensee”). Holdings and Limited are collectively referred to herein as “Licensor”.
MANAGEMENT FEE AND CORPORATE ALLOCATION AGREEMENTManagement Fee and Corporate Allocation Agreement • February 27th, 2015 • Wynn Las Vegas LLC • Hotels & motels • Nevada
THIS MANAGEMENT FEE AND CORPORATE ALLOCATION AGREEMENT (this “Agreement”) is dated as of February 26, 2015, (the “Execution Date”) by and among Wynn Las Vegas, LLC, a Nevada limited liability company (the “Company”) and Wynn Resorts, Limited, a Nevada corporation (the “Resorts), with reference to the following:
COMPLETION GUARANTYCompletion Guaranty • February 27th, 2015 • Wynn Las Vegas LLC • Hotels & motels • New York
THIS COMPLETION GUARANTY (this “Agreement”) dated as of November 20, 2014, is made by WYNN RESORTS, LIMITED, a Nevada corporation (“Guarantor”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as the administrative agent acting on behalf of itself and the Lenders (in such capacity, and together with its permitted successors and assigns acting in such capacity, the “Administrative Agent”). This Agreement is made and delivered pursuant to the Credit Agreement (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), dated as of even date herewith, by and among Wynn America, LLC, a Nevada limited liability company (the “Borrower”), the guarantors thereunder, the Administrative Agent, the banks, financial institutions and other entities from time to time party thereto in the capacity of lenders (the “Lenders”), and the other parties thereto. The Administrative Agent and the Lenders are hereinafter referred to as the “Beneficiaries”.
SECURITY AGREEMENT made by WYNN AMERICA, LLC, and THE GUARANTORS PARTY HERETO, as Pledgors, in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent ______________________ Dated as of November 20, 2014Security Agreement • February 27th, 2015 • Wynn Las Vegas LLC • Hotels & motels • New York
This SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of November 20, 2014, made by WYNN AMERICA, LLC, a Nevada limited liability company, having an office at 3131 Las Vegas Blvd. South, Las Vegas, NV 89109 (“Borrower”), and THE SUBSIDIARIES OF BORROWER FROM TIME TO TIME PARTY HERETO (collectively, the “Guarantors” and, together with Borrower, the “Pledgors,” and each, a “Pledgor”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, having an office at 60 Wall Street, New York, New York 10005, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined) (in such capacity and together with any successors in such capacity, “Collateral Agent”).
WYNN LAS VEGAS, LLC and WYNN LAS VEGAS CAPITAL CORP., as joint and several obligors AND KEVYN, LLC WORLD TRAVEL, LLC WYNN SHOW PERFORMERS, LLC WYNN SUNRISE, LLC and WLV EVENTS, LLC, as guarantorsIndenture • February 27th, 2015 • Wynn Las Vegas LLC • Hotels & motels • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of February 18, 2015, among WLV Events, LLC, a Nevada limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Wynn Las Vegas, LLC, a Nevada limited liability company (“Wynn Las Vegas”), Wynn Las Vegas, Wynn Las Vegas Capital Corp., a Nevada corporation (“Wynn Capital,” and together with Wynn Las Vegas, the “Issuers”) and the Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
FIRST AMENDMENT TOAgreement of Lease • February 27th, 2015 • Wynn Las Vegas LLC • Hotels & motels
This First Amendment to the 2013 Second Amended and Restated Agreement of Lease (this “Amendment”) is entered into on the 25th day of February, 2015 by and between Wynn Las Vegas, LLC (“Lessor”), and Stephen A. Wynn (“Lessee”).
TERMINATION AGREEMENTTermination Agreement • February 27th, 2015 • Wynn Las Vegas LLC • Hotels & motels
This Termination Agreement (this “Termination”) is dated as of the 26th day of February 2015, by and among Wynn Las Vegas, LLC, a Nevada limited liability company (the “Company”) and the entities listed on Exhibit A (and together with the Company, the “Wynn Entities”), and Wynn Resorts, Limited, a Nevada corporation (the “Manager”).
