Exhibit 10.1
Execution Copy
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FOURTH AMENDMENT TO LOAN AGREEMENT
Dated as of July 21, 2004
in respect of
WYNN LAS VEGAS, LLC
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Wynn Las Vegas, LLC Amendment
FOURTH AMENDMENT
TO LOAN AGREEMENT
FOURTH AMENDMENT TO LOAN AGREEMENT (this "Amendment") dated as of
July 21, 2004 is among WYNN LAS VEGAS, LLC, a Nevada limited liability company
(the "Borrower"), WELLS FARGO BANK , NATIONAL ASSOCIATION (f/k/a Wells Fargo
Bank Nevada, National Association), a national banking association, not in its
individual capacity (except as specifically set forth herein), but solely as
collateral agent (the "Collateral Agent"), and each of the Persons listed on
the signature pages hereto as a Lender (each, a "Lender").
RECITALS:
A. The Borrower, the Collateral Agent, and the Lenders have
heretofore entered into that certain Loan Agreement dated as of October 30,
2002, as amended by the Amendment to Loan Agreement dated December 3, 2002,
the Second Amendment to Loan Agreement dated December 30, 2002 and the Third
Amendment to Loan Agreement dated as of May 3, 2004 (as amended, supplemented
or otherwise modified from time to time, the "Loan Agreement"). Capitalized
terms used, but not otherwise defined in this Amendment, shall have those
meanings assigned to such terms in Appendix 1 to the Loan Agreement, as
amended by this Amendment.
B. The parties hereto desire to amend the Loan Agreement to permit
the future increase of the aircraft commitment by an amount of up to
$10,000,000 and special funding procedures to facilitate the Borrower's
purchase of a replacement Aircraft.
NOW, THEREFORE, in consideration of good and valuable consideration
the receipt and sufficiency of which is hereby acknowledged, the parties
hereto do hereby agree as follows:
SECTION 1. INCREASE OF AIRCRAFT COMMITMENTS.
Section 1.1. Provided that no Default or Event of Default shall have
occurred and be continuing and the Commitments have not been terminated, the
Borrower shall be entitled, at any time during the period commencing on the
Effective Date and ending on October 31, 2004, without any consent from the
Lenders (except any Eligible Assignee(s) reasonably acceptable to the
Collateral Agent who desires to provide all or part of such increased amount
(each such Person, a "Replacement Aircraft Lender")), to request a one time
increase in the Aggregate Commitment Amount in an aggregate amount not to
exceed $10,000,000 (the "Commitment Increase").
Section 1.2. Neither the Collateral Agent nor any other Lender shall
have any liability to the Borrower as a result of the failure to successfully
syndicate the Commitment Increase and nothing contained in this Amendment is
intended, nor shall it be construed, to be a commitment or otherwise create an
obligation on behalf of any Lender to increase its Commitment.
Section 1.3. No approval or consent other than the consent of the
Collateral Agent and any Replacement Aircraft Lender shall be necessary to
effectuate the Commitment Increase, and the Loan Agreement and other Loan
Documents may be amended (including Schedules IA1 and IA2 by an agreement
between the Borrower and the Collateral Agent, without the need for any
further approval or consent from the Lenders, to the extent the Collateral
Agent determines necessary to effectuate the Commitment Increase.
Section 1.4. In furtherance of the foregoing, as of the effective
date of the Commitment Increase, each Replacement Aircraft Lender, the
Borrower and the Collateral Agent shall have executed and delivered to the
Collateral Agent a lender addendum substantially in the form of Schedule A
hereto (x) evidencing the Commitment Increase and (y) pursuant to which such
Replacement Aircraft Lender shall become a party to the Loan Agreement as a
Lender (to the extent not previously a party thereto), (B) the Collateral
Agent shall have recorded, in accordance with Section 10.1(b) of the Loan
Agreement, appropriate information in the Register in order to reflect the
acquisition of the Commitment Increase by the Replacement Aircraft Lenders and
(C) to the extent requested by any Replacement Aircraft Lender, the Borrower
shall have executed and delivered to such Lender, in accordance with Section
2.3(b) of the Loan Agreement, a Note in the principal amount of such
Replacement Aircraft Lender's portion of the Commitment Increase;
SECTION 2. AMENDMENTS TO LOAN AGREEMENT.
Section 2.1. A new Section 4.3 of the Loan Agreement shall be
included in numerical order to read as follows:
Section 4.3. Conditions Precedent to the
Replacement Aircraft Advance. The obligations of the Lenders
to make the related Funding of their Loans on the
Replacement Aircraft Advance Date are subject to the
satisfaction or waiver on or prior to the Replacement
Aircraft Advance Date of the following conditions precedent:
(a) Notice. The Borrower shall have delivered to
the Collateral Agent the Advance Request and Notices of
Funding Request with respect to the Loans requested on the
Replacement Aircraft Advance Date and the Disbursement Agent
shall have delivered to the Collateral Agent related Advance
Confirmation Notice, in each case in the form, at the times
and as required under the First Amendment to Master
Disbursement Agreement and in accordance with the procedures
specified therein.
(b) Satisfaction of Disbursement Agreement
Conditions Precedent. All conditions precedent described in
Sections 3.1.2 and 3.1.3 of the Disbursement Agreement as
they apply to the Lenders, including any officer's
certificate in form and substance satisfactory to the
Lenders.
(c) Sale of Existing Aircraft. Each of the
Collateral Agent and the Lenders shall have received
evidence reasonably satisfactory to the Lenders and their
counsel, that the existing Aircraft has been sold and the
proceeds therefrom have been deposited in the FF&E Proceeds
Account (as defined in the Disbursement Agreement) to be
applied to the purchase of the Replacement Aircraft in
accordance with the First Amendment to Master Disbursement
Agreement.
(d) Purchase of Replacement Aircraft. Each of the
Collateral Agent and the Lenders shall have received
evidence reasonably satisfactory to the Lenders and their
counsel, that, upon application of the proceeds of the sale
of the existing Aircraft and the proceeds of the Replacement
Aircraft Advance from the FF&E Proceeds Account toward the
purchase of the Replacement Aircraft, the Aircraft Trustee
shall have good and marketable title to the Replacement
Aircraft, free and clear of any liens, including, without
limitation, a bill of sale.
(e) Airworthiness. With respect to Replacement
Aircraft, the Collateral Agent shall have received a copy of
a certificate of airworthiness issued by the FAA.
(f) Filings and Recordation. With respect to the
Replacement Aircraft, there shall have been duly filed for
recordation with the FAA, the Aircraft Security Agreement
with respect to the Replacement Aircraft; all necessary
action has been taken for the Replacement Aircraft to be
duly registered with the FAA in the name of the Aircraft
Trustee.
(g) Release. Each of the Collateral Agent and the
Lenders shall have received evidence reasonably satisfactory
to the Lenders and their counsel, that the Replacement
Aircraft Financing Documents, including any Lien on the
Replacement Aircraft thereunder, have been paid in full and
discharged.
(h) Documents. Each of the Collateral Agent and the
Lenders shall have received copies of the fully executed and
delivered Aircraft Security Agreement Supplement, Aircraft
Trust Agreement and Aircraft Operating Agreement, and the
same shall be in full force and effect.
(i) Insurance. Each of the Collateral Agent and the
Lenders shall have received evidence reasonably satisfactory
to the Lenders and their counsel, that the insurance with
respect to the Replacement Aircraft required by Section 8.2
has been obtained.
(j) Opinions. Each of the Collateral Agent and the
Lenders shall have received favorable opinions of Dougherty,
Fowler, Peregrin & Haught, special FAA counsel,
substantially in the form attached hereto as Exhibit C and
of Skadden Arps, Slate, Meagher & Flom LLP, counsel to the
Borrower, with respect to the enforceability of the Aircraft
Security Agreement Supplement, matters set forth in Section
5(a) and (d) of the Fourth Amendment to Loan Agreement and
other matters reasonably requested by the Lenders.
(k) Searches. Each of the Collateral Agent and the
Lenders shall have received copies of FAA lien searches with
respect to the Replacement Aircraft or an opinion, in form
and substance acceptable to the Lenders, that no liens shall
then exist on the Replacement Aircraft.
(l) Appraisal. Each of the Collateral Agent and the
Lenders shall have received a copy of an Appraisal of the
Replacement Aircraft in form and substance reasonably
satisfactory to the Lenders and their counsel and evidencing
that the fair market value of the Replacement Aircraft is in
excess of the sum of fair market value of the existing
Aircraft and the Replacement Aircraft Advance.
(m) Consent. Las Vegas Jet shall have evidenced its
consent to the execution and delivery of the Aircraft
Security Agreement and Borrower Aircraft Assignment.
(n) Status and Proceedings. Each of the Collateral
Agent and the Lenders shall have received certificates of
existence and good standing with respect to the Aircraft
Trustee and a Certificate of the Secretary or Assistant
Secretary of the Aircraft Trustee, dated the Replacement
Aircraft Advance Date, with respect to the Aircraft
Trustee's governing documents, resolutions and incumbent
officers.
Section 2.2. Section 7.5(p)(iii)(B)(1) of the Loan Agreement shall be
and is hereby amended by inserting the phrase "(or in any event, within 3
Business Days)" immediately after the word "simultaneously" contained therein.
Section 2.3. Appendix I of the Loan Agreement shall be and is hereby
amended by amending and restating the definitions of "Aggregate Commitment
Amount", "Aircraft Operating Agreement", "Aircraft Trust Agreement",
"Allocated Aircraft Value" and "Replacement Aircraft Indebtedness" to read as
follows:
"'Aggregate Commitment Amount' shall mean
$188,500,000 or, in the event of any increased commitments
in accordance with the Fourth Amendment to Loan Agreement,
198,500,000.
"Aircraft Operating Agreement" shall mean that
certain Amended and Restated Aircraft Operating Agreement
dated as of October 30, 2002 by and between the Aircraft
Trustee, as owner and World Travel, as operator, as the same
may be amended, supplemented, replaced or otherwise modified
from time to time.
'Aircraft Trust Agreement' shall mean that certain
Trust Agreement dated as of May 10, 2002 between World
Travel and the Aircraft Trustee, as the same may be amended,
supplemented, replaced or otherwise modified from time to
time.
'Allocated Aircraft Value' shall mean the aggregate
amount of Advances made by the Lenders on the Initial
Advance Date and the Replacement Aircraft Advance Date for
purposes of refinancing the Aircraft and purchasing the
Replacement Aircraft, respectively, and the allocated share
of Fees and Transaction Costs, less any prepayment of the
Loan Balance pursuant to Section 3 or 8.1 of the Loan
Agreement allocated to the Aircraft.
'Replacement Aircraft Indebtedness' shall mean
either (x) Indebtedness approved by the Required Lenders
and/or all Lenders pursuant to the terms of Section 7.5(p)
of the Loan Agreement represented by Capital Lease
Obligations (following a prepayment of the Loans pursuant to
Section 7.5(p)(iii)(A)), mortgage financings or purchase
money obligations (following a prepayment of the Loans
pursuant to Section 7.5(p)(iii)(A)) incurred by Wynn Resorts
or a direct Wholly Owned Subsidiary (which may be a trust)
of Wynn Resorts (other than any Loan Party) for the purpose
of financing all (following a prepayment of the Loans
pursuant to Section 7.5(p)(iii)(A)) or part of the purchase
price of a Replacement Aircraft, so long as: (a) the
principal amount of such Indebtedness does not exceed the
cost (including sales and excise taxes, installation and
delivery charges, interior buildout and outfitting and other
direct costs of, and other direct expenses paid or charged
in connection with, such purchase) of the Replacement
Aircraft purchased with the proceeds thereof, (b) the
aggregate principal amount of such Indebtedness does not
exceed $55.0 million at any time outstanding, and (c) except
as permitted pursuant to Section 7.6(i), no Loan Party (i)
provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute
Indebtedness) as to such Indebtedness, (ii) is directly or
indirectly liable as a guarantor or otherwise as to such
Indebtedness, or (iii) constitutes the lender of such
Indebtedness or (y) Indebtedness issued under and pursuant
to the Loan Documents."
Section 2.4. Appendix I of the Loan Agreement shall be and is hereby
amended by including in alphabetical order the following definitions:
"'First Amendment to Master Disbursement Agreement'
shall mean that certain First Amendment to Master
Disbursement Agreement dated as of July 21, 2004, by and
among Borrower, Capital Corp., Wynn Design, the
Administrative Agent, the Collateral Agent and the
Disbursement Agent.
"'Fourth Amendment to Loan Agreement' shall mean
that certain Fourth Amendment to Loan Agreement dated as of
July 21, 2004, by and among Borrower, the other Loan Parties
and the Lenders.
'Replacement Aircraft Advance' shall mean an
advance of funds by the Replacement Aircraft Lenders.
'Replacement Aircraft Advance Date' shall mean the
date on which the Replacement Aircraft Advance occurs.
'Replacement Aircraft Financing Documents' shall
mean that certain note, dated as of June 29, 2004, made by
World Travel BBJ, LLC in favor of Wynn Resorts.
'Replacement Aircraft Lenders' shall mean the
Aircraft Lenders which provide additional funds for the
purchase of the Replacement Aircraft."
Section 2.4. Schedule IA2 of the Loan Agreement shall be and is
hereby amended in its entirety to read as set forth in Schedule IA2 to this
Amendment:
SECTION 3. DIRECTION.
Section 3.1. Pursuant to Section 11.10 of the Loan Agreement, the
Required Lenders hereby approve the modifications to the Disbursement
Agreement described in the First Amendment to Master Disbursement Agreement in
the form attached hereto as Exhibit A and instruct the Collateral Agent to
execute and deliver such amendment as the FF&E Agent thereunder and any other
documents as may be necessary to effect such amendment.
Section 3.2. Pursuant to Section 11.10 of the Loan Agreement, upon
the sale by the Aircraft Trustee of the existing Aircraft and the receipt by
the Collateral Agent of the proceeds therefrom, the Required Lenders hereby
approve the release of the lien of the Aircraft Security Agreement on the
existing Aircraft and instruct the Collateral Agent and the Borrower to
execute and deliver such documents (including any amendments or modifications
to the Loan Documents) as may be necessary or desirable to effect such release
(it being acknowledged that the Aircraft Security Agreement provides for such
release in connection with the acquisition of the Replacement Aircraft and the
lien grant thereon pursuant to the Aircraft Security Agreement) and add the
Replacement Aircraft to the Aircraft Collateral under the Aircraft Security
Agreement.
Section 3.3. Pursuant to Section 7.5(p)(iii)(B)(2)(y) of the Loan
Agreement, the Required Lenders hereby acknowledge and agree that the
Replacement Aircraft Advance constitutes Replacement Aircraft Indebtedness
under the Loan Documents.
SECTION 4. CONSENT AND APPROVAL.
Subject to the satisfaction of Section 4.3 of the Loan Agreement and
notwithstanding the terms of Sections 2.3(d) (Advances; Limitations and
Limits), 2.4 (Preliminary Notice Review), 2.5 (Advance Dates) and Section 6.11
(Use of Proceeds) of the Loan Agreement, the Required Lenders hereby (i)
consent and approve to the timing, review and process of Replacement Aircraft
Advance to be made and (ii) authorize and direct the Collateral Agent to
review and approve any Project Budget/Schedule Amendment Certificate (as
defined in the Disbursement Agreement) submitted with respect to Project Costs
associated with the Replacement Aircraft, in each case, pursuant to the terms
of the First Amendment to Master Disbursement Agreement.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE BORROWER.
To induce the Lenders to execute and deliver this Amendment (which
representations shall survive the execution and delivery of this Amendment),
the Borrower represents and warrants to the Lenders that:
(a) this Amendment has been duly authorized, executed and
delivered by it and the other Loan Parties and this Amendment
constitutes the legal, valid and binding obligation, contract and
agreement of the Borrower and the other Loan Parties enforceable
against it and the other Loan Parties in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws or equitable principles
relating to or limiting creditors' rights generally;
(b) the Loan Agreement, as amended by this Amendment,
constitutes the legal, valid and binding obligations, contracts and
agreements of the Borrower enforceable against it in accordance with
their respective terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws or
equitable principles relating to or limiting creditors' rights
generally;
(c) the Loan Documents, as amended by this Amendment,
constitute the legal, valid and binding obligations, contracts and
agreements of the Borrower and the other Loan Parties enforceable
against it and the other Loan Parties which are parties thereto in
accordance with their respective terms, except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws or equitable principles relating to or limiting
creditors' rights generally;
(d) the execution, delivery and performance by the Borrower
and the other Loan Parties of this Amendment (i) has been duly
authorized by all requisite limited liability company action and, if
required, member action, (ii) does not require the consent or
approval of any governmental or regulatory body or agency, and (iii)
will not (A) violate (1) any provision of law, statute, rule or
regulation or its articles or organization or operating agreement,
(2) any order of any court or any rule, regulation or order of any
other agency or government binding upon it, or (3) any provision of
any material indenture, agreement or other instrument to which it is
a party or by which its properties or assets are or may be bound,
including, without limitation, the Wynn Credit Agreement, or (B)
result in a breach or constitute (alone or with due notice or lapse
of time or both) a default under any indenture, agreement or other
instrument referred to in clause (iii)(A)(3) of this Section 5(c);
(e) as of the date hereof and after giving effect to this
Amendment, no Default or Event of Default has occurred which is
continuing; and
(f) each of the representations and warranties contained in
Section 5.1 of the Loan Agreement are true and correct in all
material respects with the same force and effect as if made by the
Borrower on and as of the date hereof, except for representations and
warranties expressly stated to relate to a specific earlier date, in
which case such representations and warranties shall be true and
correct in all material respects as of such earlier date.
SECTION 6. EFFECTIVENESS.
This Amendment shall become effective on July 21, 2004 (the
"Effective Date") upon the satisfaction of the following conditions precedent:
(a) this Amendment and all other agreements and instruments
related thereto shall have been duly authorized, executed and
delivered by each of the parties thereto, shall be in form and
substance satisfactory to each party thereto and an executed
counterpart of each thereof shall have been received by each of the
parties thereto. After giving effect to this Amendment, the Operative
Documents shall be in full force and effect as to all parties and no
Default or Event of Default shall have occurred or be continuing;
(b) the Lenders shall have received evidence satisfactory
to them that the Wynn Credit Agreement has been amended substantially
as proposed in the form annexed hereto as Exhibit B;
(c) the Lenders shall have received evidence satisfactory
to them that the Borrower shall have received an amount at least
equal to $50,000,000 in the form a capital contribution;
(d) the representations and warranties of the Borrower set
forth in Section 4 hereof are true and correct in all material
respects on and with respect to the date hereof; and
(e) Since the Closing Date, there shall have been no
Material Adverse Effect.
SECTION 7. FEES AND EXPENSES.
Borrower agrees to pay all the reasonable fees and expenses of the
Collateral Agent, Arrangers and the Lenders (including the reasonable expenses
of one counsel) in connection with the negotiation and preparation of this
Amendment.
SECTION 8. MISCELLANEOUS.
Section 8.1. Continuing Obligations. (a) Each Guarantor hereby
ratifies and affirms in all respects its obligations under its guaranty and
acknowledges that such guaranty shall remain in full force and effect,
including, without limitation, the guaranty of the additional obligations of
the Borrower set forth in this Amendment.
(b) Each Loan Party, including, without limitation, the Borrower,
hereby ratifies and affirms in all respects its obligations under the Security
Documents to which it is a party and acknowledges that such Security Documents
shall remain in full force and effect, including, without limitation, the
additional obligations of the Borrower set forth in this Amendment and the
replacement of the existing Aircraft with the Replacement Aircraft.
Section 8.2. Construction. This Amendment shall be construed in
connection with and as part of the Loan Agreement, and except as modified and
expressly amended by this Amendment, all terms, conditions and covenants
contained in the Loan Agreement are hereby ratified and shall be and remain in
full force and effect.
Section 8.3. Headings and Table of Contents. The headings of the
Sections of this Amendment are inserted for purposes of convenience only and
shall not be construed to affect the meaning or construction of any of the
provisions hereof and any reference to numbered Sections, unless otherwise
indicated, are to Sections of this Amendment.
Section 8.4. References. Any and all notices, requests, certificates
and other instruments executed and delivered after the execution and delivery
of this Amendment may refer to the Loan Agreement without making specific
reference to this Amendment but nevertheless all such references shall be
deemed to include this Amendment unless the context otherwise requires.
Section 8.5. Counterparts. This Amendment may be executed in any
number of counterparts, each executed counterpart constituting an original but
all together only one Amendment.
Section 8.6. Governing Law. This Amendment shall be governed by and
construed in accordance under the laws of the State of New York without regard
to conflict of law principles (other than Title 14 of Article V of the New
York General Obligation Law).
[Signature Pages begin on Next Page]
Executed and delivered as of this 21st day of July, 2004.
WYNN LAS VEGAS, LLC,
a Nevada limited liability company,
as the Borrower
By: Wynn Resorts Holdings, LLC,
a Nevada limited liability company,
its sole member
By: Valvino Lamore, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts, Limited,
a Nevada corporation,
its sole member
By: /s/ Marc H. Rubinstein
--------------------------------
Name: Marc H. Rubinstein
Title: Senior Vice President,
General Counsel &
Secretary
Accepted and agreed to as of the Effective Date.
Societe Generale, as Lender
By: /s/ Thomas K. Day
-------------------------------
Name: Thomas K. Day
Title: Managing Director
Bank of America, N.A., as Lender
By: /s/ Peter J. Vitale
-------------------------------
Name: Peter J. Vitale
Title: Senior Vice President
GMAC Commercial Mortgage Corporation,
as Lender
By: /s/ Dilip Petigara
--------------------------------
Name: Dilip Petigara
Title: Assistant Vice President
The CIT Group/Equipment Financing,
Inc., as Lender
By: /s/ Michael J. Misulonas
-------------------------------
Name: Michael J. Misulonas
Title: Senior Credit Officer
Ares VII CLO Ltd., as Lender
By: Ares CLO Management VII, L.P.,
Investment Manager
By: Ares CLO GP VII, LLC, its
General Partner
By: /s/ Seth J. Brufsky
--------------------------------
Name: Seth J. Brufsky
Title: Vice President
Ares VIII CLO Ltd., as Lender
By: Ares CLO Management VIII, L.P.,
Investment Manager
By: Ares CLO GP VIII, LLC, its
General Partner
By: /s/ Seth J. Brufsky
--------------------------------
Name: Seth J. Brufsky
Title: Vice President
Ableco Finance LLC, as Lender
By: /s/ Kevin Genda
--------------------------------
Name: Kevin Genda
Title: Senior Vice President
A3 Funding LP, as Lender
By: A3 Fund Management LLC, its
General Partner
By: /s/ Kevin Genda
--------------------------------
Name: Kevin Genda
Title: Vice President
A4 Funding LP, as Lender
By: A4 Fund Management Inc., its
General Partner
By: /s/ Kevin Genda
--------------------------------
Name: Kevin Genda
Title: Vice President
Accepted and agreed to as of the Effective Date.
WELLS FARGO BANK , NATIONAL ASSOCIATION
(f/k/a Wells Fargo Bank Nevada,
National Association), as Collateral
Agent
By /s/ Peter Madsen
-------------------------------------
Name: Peter Madsen
Title: Trust Officer
Each of the undersigned hereby further confirms its continued
guaranty of the obligations of the Borrower under the Loan Agreement, as
amended hereby, pursuant to the terms of its guaranty on this 21st day of
July, 2004.
WYNN RESORTS, LIMITED,
a Nevada corporation
By /s/ Marc H. Rubinstein
-----------------------------------------
Name: Marc H. Rubinstein
Title: Senior Vice President, General
Counsel & Secretary
VALVINO LAMORE, LLC,
Nevada limited liability company,
By: Wynn Resorts, Limited,
a Nevada corporation,
its sole member
By: /s/ Marc H. Rubinstein
------------------------------------
Name: Marc H. Rubinstein
Title: Senior Vice President, General
Counsel & Secretary
WYNN LAS VEGAS CAPITAL CORP., a Nevada
corporation,
By: /s/ Marc H. Rubinstein
----------------------------------------
Name: Marc H. Rubinstein
Title: Senior Vice President, General
Counsel & Secretary
PALO, LLC,
a Delaware limited liability company,
By: Wynn Resorts Holdings, LLC,
a Nevada limited liability company,
its sole member
By: Valvino Lamore, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts, Limited,
a Nevada corporation,
its sole member
By: /s/ Marc H. Rubinstein
--------------------------
Name: Marc H. Rubinstein
Title: Senior Vice President,
General Counsel &
Secretary
DESERT INN WATER COMPANY, LLC,
a Nevada limited liability company,
By: Valvino Lamore, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts, Limited,
a Nevada corporation,
its sole member
By: /s/ Marc H. Rubinstein
---------------------------------
Name: Marc H. Rubinstein
Title: Senior Vice President,
General Counsel & Secretary
WYNN RESORTS HOLDINGS, LLC,
a Nevada limited liability company,
By: Valvino Lamore, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts, Limited,
a Nevada corporation,
its sole member
By: /s/ Marc H. Rubinstein
-------------------------------
Name: Marc H. Rubinstein
Title: Senior Vice President,
General Counsel & Secretary
WYNN DESIGN & DEVELOPMENT, LLC,
a Nevada limited liability company,
By: Valvino Lamore, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts, Limited,
a Nevada corporation,
its sole member
By: /s/ Marc H. Rubinstein
--------------------------------
Name: Marc H. Rubinstein
Title: Senior Vice President,
General Counsel & Secretary
WORLD TRAVEL, LLC,
a Nevada limited liability company,
By: Wynn Las Vegas, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts Holdings, LLC,
a Nevada limited liability company,
its sole member
By: Valvino Lamore, LLC,
a Nevada limited liability
company, its sole member
By: Wynn Resorts, Limited, a
Nevada corporation, its
sole member
By: /s/ Marc H. Rubinstein
------------------------
Name: Marc H. Rubinstein
Title: Senior Vice President,
General Counsel &
Secretary
LAS VEGAS JET, LLC,
a Nevada limited liability company,
By: Wynn Las Vegas, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts Holdings, LLC,
a Nevada limited liability
company, its sole member
By: Valvino Lamore, LLC,
a Nevada limited liability
company, its sole member
By: Wynn Resorts, Limited, a
Nevada corporation, its
sole member
By: /s/ Marc H. Rubinstein
----------------------------
Name: Marc H. Rubinstein
Title: Senior Vice President,
General Counsel &
Secretary
WYNN SHOW PERFORMERS, LLC,
a Nevada limited liability company,
By: Wynn Las Vegas, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts Holdings, LLC,
a Nevada limited liability
company, its sole member
By: Valvino Lamore, LLC,
a Nevada limited liability
company, its sole member
By: Wynn Resorts, Limited, a
Nevada corporation, its
sole member
By: /s/ Marc H. Rubinstein
-----------------------
Name: Marc H. Rubinstein
Title: Senior Vice
President, General
Counsel & Secretary