Exhibit 10.1
SECOND AMENDMENT TO
CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment"),
dated as of June 29, 2005, is made and entered into among WYNN LAS VEGAS, LLC,
a Nevada limited liability company (the "Borrower"), the Wynn Amendment
Parties (as hereinafter defined) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Administrative Agent (in such capacity, the "Administrative Agent") on behalf
of the Lenders (as hereinafter defined).
RECITALS
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A. The Borrower and the Administrative Agent are parties to that
certain Credit Agreement dated as of December 14, 2004 (as amended, modified
or supplemented from time to time, the "Credit Agreement") among the Borrower,
the Administrative Agent, Deutsche Bank Securities Inc., as lead arranger and
joint book running manager, Banc of America Securities LLC, as lead arranger
and joint book running manager, Bank of America, N.A., as syndication agent,
Bear, Stearns & Co. Inc., as arranger and joint book running manager, Bear
Stearns Corporate Lending Inc., as joint documentation agent, J.P. Morgan
Securities Inc., as arranger and joint book running manager, JPMorgan Chase
Bank, as joint documentation agent, SG Americas Securities, LLC, as arranger
and joint book running manager, Societe Generale, as joint documentation
agent, and the several banks and other financial institutions or entities from
time to time parties thereto (the "Lenders").
B. In connection with the Credit Agreement, Wynn Las Vegas Capital
Corp., a Nevada corporation ("Capital Corp."), Wynn Show Performers, LLC, a
Nevada limited liability company ("Show Performers"), Wynn Golf, LLC, a Nevada
limited liability company ("Wynn Golf"), Wynn Sunrise, LLC, a Nevada limited
liability company ("Wynn Sunrise"), World Travel, LLC, a Nevada limited
liability company ("World Travel"), and Las Vegas Jet, LLC, a Nevada limited
liability company (together with Capital Corp., Show Performers, Wynn Golf,
Wynn Sunrise and World Travel, the "Wynn Amendment Parties") have executed
that certain Guarantee dated as of December 14, 2004 (as amended, modified or
supplemented from time to time, the "Guarantee").
C. The Borrower has requested that the Lenders agree, subject to the
conditions and on the terms set forth in this Second Amendment, to amend
certain provisions of the Credit Agreement in order to extend the Phase II
Commitment Sunset Date.
D. The Lenders are willing to agree to such amendments, subject to
the conditions and on the terms set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower, the Administrative
Agent on behalf of the Lenders and the Wynn Amendment Parties agree as
follows:
1. Definitions. Except as otherwise expressly provided herein,
capitalized terms used in this Second Amendment shall have the meanings given
in the Credit Agreement, and the rules of interpretation set forth in the
Credit Agreement shall apply to this Second Amendment.
2. Amendments.
(a) Section 1.1 of the Credit Agreement is hereby amended by deleting
the date June 30, 2005 from the existing definition of "Phase II Commitment
Sunset Date" and replacing it with the following:
"December 31, 2005; provided, however that the Borrower may,
by written notice delivered to the Arrangers no later than December
15, 2005 request an extension of the Phase II Commitment Sunset Date
to March 31, 2006, which extension shall be granted if approved by a
Majority of the Arrangers or the Required Lenders.
3. Disbursement Agreement Amendment. The Administrative Agent is
hereby directed to execute that certain Second Amendment to Disbursement
Agreement (the "Disbursement Agreement Amendment") substantially in the form
attached hereto as Exhibit A on behalf of the Lenders.
4. Representations and Warranties. To induce the Lenders to agree to
this Second Amendment, the Borrower represents to the Administrative Agent and
the Lenders that as of the date hereof:
(a) the Borrower and each of the Wynn Amendment Parties has all power
and authority to enter into this Second Amendment and the Disbursement
Agreement Amendment (collectively, the "Second Amendment Documents") to which
each is a party and that have been entered into by the Borrower and each of
the Wynn Amendment Parties as of the date this representation is being made,
and to carry out the transactions contemplated by, and to perform its
obligations under or in respect of, the Second Amendment Documents to which
each is a party;
(b) the execution and delivery of Second Amendment Documents and the
performance of the obligations of the Borrower and each of the Wynn Amendment
Parties under or in respect of the Second Amendment Documents to which each is
a party and that have been entered into by the Borrower and each of the Wynn
Amendment Parties as of the date this representation is being made have been
duly authorized by all necessary action on the part of the Borrower and each
of the Wynn Amendment Parties;
(c) the execution and delivery of the Second Amendment Documents that
have been entered into by the Borrower and each of the Wynn Amendment Parties
as of the date this representation is being made and the performance of the
obligations of the Borrower and each of the Wynn Amendment Parties under or in
respect of such Second Amendment Documents to which each is a party do not and
will not conflict with or violate (i) any provision of the articles of
incorporation or bylaws (or similar constituent documents) of the Borrower or
any Wynn Amendment Party, (ii) any Requirement of Law, (iii) any order,
judgment or decree of any court or other governmental agency binding on the
Borrower or any Wynn Amendment Party, or (iv) any indenture, agreement or
instrument to which the Borrower or any Wynn Amendment Party is a party or by
which the Borrower or any Wynn Amendment Party, or any property of any of
them, is bound, and do not and will not require any consent or approval of any
Person;
(d) the Second Amendment Documents that have been entered into by the
Borrower and each of the Wynn Amendment Parties as of the date this
representation is being made have been duly executed and delivered by the
Borrower and each of the Wynn Amendment Parties party thereto and the Credit
Agreement and the other Loan Documents, as amended by the Second Amendment
Documents, are the legal, valid and binding obligations of the Borrower and
each of the Wynn Amendment Parties, enforceable in accordance with their
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law);
(e) after giving effect to the Second Amendment Documents that have
been entered into by the Borrower and each of the Wynn Amendment Parties as of
the date this representation is being made, no event has occurred and is
continuing or will result from the execution and delivery of the Second
Amendment Documents that would constitute a Default or an Event of Default;
(f) since the Closing Date, no event has occurred that has resulted,
or could reasonably be expected to result, in a Material Adverse Effect; and
(g) each of the representations and warranties made by the Borrower
and the Wynn Amendment Parties in or pursuant to the Loan Documents to which
each is a party shall be true and correct in all material respects on and as
of the date this representation is being made, 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.
5. Effectiveness of this Second Amendment. This Second Amendment
shall be effective only if and when signed by the Borrower, and the Wynn
Amendment Parties and the Administrative Agent on behalf of the Lenders.
6. Acknowledgments. By executing this Second Amendment each of the
Wynn Amendment Parties (a) consents to the Second Amendment Documents, (b)
acknowledges that notwithstanding the execution and delivery of the Second
Amendment Documents, the obligations of each of the Wynn Amendment Parties
under the Guarantee are not impaired or affected and the Guarantee continues
in full force and effect and (c) affirms and ratifies, to the extent it is a
party thereto, the Guarantee.
7. Miscellaneous. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICT OF LAW RULES THEREOF (OTHER THAN SECTION
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). This Second
Amendment may be executed in one or more duplicate counterparts and when
signed by all of the parties listed below shall constitute a single binding
agreement. Except as amended hereby, all of the provisions of the Credit
Agreement and the other Loan Documents shall remain in full force and effect
except that each reference to the "Credit Agreement", or words of like import
in any Loan Document, shall mean and be a reference to the Credit Agreement as
amended hereby. This Second Amendment shall be deemed a "Loan Document" as
defined in the Credit Agreement. Section 10.12 of the Credit Agreement shall
apply to this Second Amendment and all past and future amendments to the
Credit Agreement and other Loan Documents as if expressly set forth therein.
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IN WITNESS WHEREOF, the parties have caused this Second Amendment to
be duly executed by their officers or officers of their sole ultimate members
thereunto duly authorized as of the day and year first above written, to be
effective as of the Effective Date.
WYNN LAS VEGAS, LLC, WYNN GOLF, LLC,
a Nevada limited liability company a Nevada limited liability company
By: Wynn Resorts Holdings, LLC, By: Wynn Las Vegas, LLC,
a Nevada limited liability company, a Nevada limited liability company,
its sole member its sole member
By: Wynn Resorts, Limited, By: Wynn Resorts Holdings, LLC,
a Nevada corporation, a Nevada limited liability company, its sole
its sole member member
By: /s/ John Strzemp By: Wynn Resorts, Limited, a Nevada corporation,
------------------------------ its sole member
Name: John Strzemp
Title: Executive Vice President, CFO and By: /s/ John Strzemp
Treasurer ------------------------------
Name: John Strzemp
Title: Executive Vice President,
CFO and Treasurer
WYNN SUNRISE, LLC, WORLD TRAVEL, LLC,
a Nevada limited liability company a Nevada limited liability company
By: Wynn Las Vegas, LLC, By: Wynn Las Vegas, LLC,
a Nevada limited liability company, a Nevada limited liability company,
its sole member its sole member
By: Wynn Resorts Holdings, LLC, By: Wynn Resorts Holdings, LLC,
a Nevada limited liability company, its a Nevada limited liability company, its sole
sole member member
By: Wynn Resorts, Limited, a Nevada By: Wynn Resorts, Limited, a Nevada corporation,
corporation, its sole member its sole member
By: /s/ John Strzemp By: /s/ John Strzemp
------------------------------ ------------------------------
Name: John Strzemp Name: John Strzemp
Title: Executive Vice President, Title: Executive Vice President,
CFO and Treasurer CFO and Treasurer
LAS VEGAS JET, LLC, WYNN SHOW PERFORMERS, LLC,
a Nevada limited liability company a Nevada limited liability company
By: Wynn Las Vegas, LLC, By: Wynn Las Vegas, LLC,
a Nevada limited liability company, a Nevada limited liability company,
its sole member its sole member
By: Wynn Resorts Holdings, LLC, By: Wynn Resorts Holdings, LLC,
a Nevada limited liability company, its a Nevada limited liability company, its sole member
sole member
By: Wynn Resorts, Limited, a Nevada corporation,
By: Wynn Resorts, Limited, a Nevada its sole member
corporation, its sole member
By: /s/ John Strzemp
By: /s/ John Strzemp ----------------------------
---------------------------- Name: John Strzemp
Name: John Strzemp Title: Executive Vice President,
Title: Executive Vice President, CFO and Treasurer
CFO and Treasurer
WYNN LAS VEGAS CAPITAL CORP., DEUTSCHE BANK TRUST COMPANY AMERICAS,
a Nevada corporation as the Administrative Agent on behalf
of the Lenders
By: /s/ John Strzemp By: /s/ Kevin F. Sullivan
---------------------------- ----------------------------------
Name: John Strzemp Name: Kevin F. Sullivan
Title: Executive Vice President, --------------------------------
CFO and Treasurer
Title: Managing Director
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By: /s/ S. P. Lapham
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Name: Steven P. Lapham
--------------------------------
Title: Managing Director
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EXHIBIT A
SECOND AMENDMENT
TO MASTER DISBURSEMENT AGREEMENT