WYNN LAS VEGAS, LLC and WYNN LAS VEGAS CAPITAL CORP., as joint and several obligors AND KEVYN, LLC LAS VEGAS JET, LLC WORLD TRAVEL, LLC WYNN GOLF, LLC WYNN SHOW PERFORMERS, LLC and WYNN SUNRISE, LLC, as guarantors SERIES A AND SERIES B 5.375% FIRST...Indenture • March 13th, 2012 • Wynn Las Vegas LLC • Hotels & motels • New York
INDENTURE dated as of March 12, 2012 among Wynn Las Vegas, LLC, a Nevada limited liability company (“Wynn Las Vegas”) and Wynn Las Vegas Capital Corp., a Nevada corporation (“Wynn Capital,” and together with Wynn Las Vegas, the “Issuers”), as joint and several obligors, and Kevyn, LLC, a Nevada limited liability company, Las Vegas Jet, LLC, a Nevada limited liability company, World Travel, LLC, a Nevada limited liability company, Wynn Golf, LLC, a Nevada limited liability company, Wynn Show Performers, LLC, a Nevada limited liability company and Wynn Sunrise, LLC, a Nevada limited liability company, as guarantors (the “Initial Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT Dated as of March 12, 2012 by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantor Signatories Hereto and Deutsche Bank Securities Inc. Merrill Lynch, Pierce, Fenner & Smith IncorporatedRegistration Rights Agreement • March 13th, 2012 • Wynn Las Vegas LLC • Hotels & motels • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 12, 2012, by and among Wynn Las Vegas, LLC, a Nevada limited liability company, Wynn Las Vegas Capital Corp., a Nevada corporation (each an “Issuer” and collectively, the “Issuers”), the guarantors listed on the signature pages hereto (the “Guarantors”) and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several initial purchasers named in Schedule II attached to the Purchase Agreement (as defined below) (each such initial purchaser, an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 5.375% First Mortgage Notes due 2022 being issued on the date hereof (the “Initial Notes”) pursuant to the Purchase Agreement, dated as of March 5, 2012 (the “Purchase Agreement”), by and among the Issuers, the Guarantors and the Initial Purchasers.
SIXTH AMENDMENT TO AMENDED AND RESTATED MASTER DISBURSEMENT AGREEMENTIntercreditor Agreement • March 13th, 2012 • Wynn Las Vegas LLC • Hotels & motels • New York
THIS SIXTH AMENDMENT TO AMENDED AND RESTATED MASTER DISBURSEMENT AGREEMENT (this “Amendment”) is made and entered into as of March 12, 2012, by and among WYNN 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:
EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTIntercreditor Agreement • March 13th, 2012 • Wynn Las Vegas LLC • Hotels & motels • New York
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 15, 2006, is entered into among WYNN LAS VEGAS, LLC, a Nevada limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement as lenders, DEUTSCHE BANK SECURITIES INC., as lead arranger and joint book running manager, DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity and together with its successors and assigns, the “Administrative Agent”), issuing lender and swing line lender, BANC OF AMERICA SECURITIES LLC, as lead arranger and joint book running manager, BANK OF AMERICA, N.A., as syndication agent, J.P. MORGAN SECURITIES INC., as arranger and joint book running manager, JPMORGAN CHASE BANK, N.A., as joint documentation agent, SG AMERICAS SECURITIES, LLC, as arranger and joint book running manager, SOCIETE GENERALE, as joint documentation agent, and, in each case as managing agent, BANK OF SCOTLAND, HSH NORDB
