ex10.htm


    Exhibit 10.1

    

 

    AMENDMENT
NO. 2 TO CREDIT AGREEMENT

     

    THIS
AMENDMENT NO.
2 TO CREDIT AGREEMENT (this “Amendment”), dated as
of November 13, 2008, is made and entered into among WYNN RESORTS, LIMITED, a
Nevada corporation (the “Borrower”), and each
of the Lenders (as hereinafter defined) party hereto.

     

    RECITALS

     

    A.           The
Borrower and the Lenders party hereto are parties to that certain Credit
Agreement dated as of June 21, 2007 (as amended by Amendment No. 1 to Credit
Agreement dated as of August 1, 2008, between the Borrower and the
Administrative Agent, and as further amended, supplemented or otherwise modified
from time to time, the “Credit Agreement”)
among the Borrower, Deutsche Bank Trust Company Americas, as Administrative
Agent (in such capacity, the “Administrative
Agent”) on behalf of the Lenders, each lender from time to time party
thereto (the “Lenders”) and each of
the other banks, financial institutions and other entities from time to time
party thereto.

     

    B.           The
Borrower has requested that the Lenders agree, subject to the conditions and on
the terms set forth in this Amendment, to amend certain provisions of the Credit
Agreement as set forth herein.

     

    C.           The
Lenders are willing to amend the Credit Agreement, subject to the conditions and
on the terms set forth below.

     

    AGREEMENT

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Borrower and each of the Lenders party hereto
agree as follows:

     

    1.           Definitions. Except
as otherwise expressly provided herein, capitalized terms used in this 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
Amendment.

     

    2.           Amendment.

     

    (a)           Amendment to
Section 1.01.  Section 1.01 of the Credit
Agreement is hereby amended by inserting the following definition in appropriate
alphabetical order:

     

    “Permitted Loan Purchase” means
any purchase of Loans by the Borrower in an aggregate principal amount for all
such purchases of not more than $650.0 million, which (i) shall close on or
before March 31, 2009 and (ii) shall be implemented pursuant to an offer in the
form of Exhibit A attached to that certain Amendment No. 2 to Credit Agreement,
dated as of November 13, 2008, which offer is made to all Lenders; provided that
the initial Permitted Loan Purchase shall be implemented pursuant to an offer in
the form of Exhibit B attached to that certain Amendment No. 2 to Credit
Agreement, dated as of November 13, 2008, which offer is made to all
Lenders.

     

    (b)           Amendment to
Section 1.01.  Section 1.01 of the Credit
Agreement is hereby amended by amending and restating the definition of
“Excluded Distributions” to read in its entirety as follows:

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    ““Excluded Distributions” means
any (i) amounts permitted to be paid to the Borrower pursuant to Section 7.22 of
the Wynn Las Vegas Credit Agreement in respect of management fees or other
amounts applied to pay or reimburse management fees, (ii) amounts permitted to
be paid to the Borrower pursuant to Section 7.10(c) of the Wynn Las Vegas Credit
Agreement or other amounts applied to reimburse the Borrower for, or fund the
payment of, overhead expenses incurred by the Borrower or its Affiliates, (iii)
royalties and amounts in respect of overhead expenses similar to those described
in clause (ii), including those permitted to be paid by Wynn Resorts Macau to
the Borrower pursuant to Section 6.1 of Part B of Schedule 5 of the Common Terms
Agreement described in the definition of Wynn Macau Credit Agreement, (iv)
dividends, distributions and other amounts paid or advanced by Subsidiaries of
the Borrower to the Borrower and used to pay interest and other amounts in
respect of the Loans, Permitted Subordinated Indebtedness or the Convertible
Notes, (v) dividends, distributions and other amounts paid or advanced by Wynn
Resorts Macau consisting of cash or Cash Equivalents in an aggregate amount not
to exceed $545,000,000, (vi) amounts received by the Borrower or its
Subsidiaries from the future sale of any Permit or the ability to use any Permit
or a portion of the rights granted under any Permit so long as such sale will
not prevent, to any material extent, the Borrower or any Subsidiary thereof from
conducting its business in the same manner as prior to such sale or will have
any other adverse effect on the Borrower or any Subsidiary thereof or their
operations, (vii) dividends, distributions and other amounts paid or advanced to
the Borrower or any Restricted Subsidiary thereof and used to fund a Permitted
Loan Purchase or make payments of fees and expenses in respect of a Permitted
Loan Purchase and (viii) other dividends, distributions and other amounts paid
or advanced to the Borrower or any Restricted Subsidiary thereof in an aggregate
principal amount during the term of this Agreement not to exceed
$500,000,000.”

     

    (c)           Amendment to
Section 2.04(a)(i).  The last sentence of
Section 2.04(a)(i) of the Credit Agreement is hereby amended and restated in its
entirety as follows:

     

    “Each
prepayment of the Loans pursuant to this Section 2.04(a) shall be paid to the
Lenders in accordance with their respective Pro Rata Shares (it being agreed,
for the avoidance of doubt, that a Permitted Loan Purchase (and the purchase
price paid to any Lender in consideration of the purchase of such Lender’s Loans
in connection therewith) does not constitute a prepayment).”

     

    (d)           Amendment to
Section 2.12.  Section 2.12 of the Credit
Agreement is hereby amended by inserting the following immediately after the
first sentence thereof:

     

    “The parties hereby agree, for the
avoidance of doubt, that this Section 2.12 does not apply to Permitted Loan
Purchases (or the purchase price paid to any
Lender in consideration of the purchase of such Lender’s Loans in connection
therewith) in an aggregate
amount not to exceed $650 million consummated on or prior to March 31, 2009 and
implemented pursuant to an offer made to all the Lenders in the form attached
hereto as Exhibit A or Exhibit B.”

     

    (e)           Amendment to
Section 7.08.  Section 7.08 of the Credit Agreement is hereby
amended by deleting the word “and” at the end of subparagraph (g), deleting the
period at the end of subparagraph (h) and inserting the following at the end
thereof:

     

    “;
or

     

    (i)           a
Permitted Loan Purchase.”

     

    (f)           Amendment to
Section 10.01.  Section 10.01 of the Credit
Agreement is hereby amended by deleting the words “Required Lenders”
where such words appear at the end of the penultimate paragraph thereof and
replacing them with the words “the percentage of Lenders specified in this
paragraph.”

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (g)           Amendment to
Section 10.07(b)(ii)(D).  Section 10.07(b)(ii)(D) of
the Credit Agreement is hereby amended and restated in its entirety as
follows:

     

    “(D) none of the Borrower, any direct
or indirect holder of an Equity Interest in the Borrower, or any Affiliate of
the Borrower, in any such case other than Mr. Wynn (subject to the following
proviso), nor any Person that has been denied an approval or a license, or
otherwise found unsuitable by any Gaming Authorities under the Gaming Laws
applicable to the Lenders shall be an Eligible Assignee; provided, however,
that:

     

    (I)  to the extent that the
aggregate amount of unused Commitments and Total Outstandings held by Mr. Wynn
exceeds 25% of the aggregate amount of unused Commitments and Total Outstandings
held by all Lenders, then notwithstanding any provision of this Agreement to the
contrary, (i) Mr. Wynn shall not be entitled to a vote with respect to such
excess amount in connection with any amendment, modification, waiver, consent,
instruction to the Administrative Agent or any other matter under this Agreement
(except that Mr. Wynn shall retain such voting right with respect to the matters
described in the first proviso to Section 10.01 that directly affect Mr. Wynn)
and (ii) the amount of any such excess shall be excluded from the aggregate
amount of unused Commitments, Total Outstandings, and outstanding Loans of any
Class under this Agreement for purposes of determining the Required Lenders or
any specified percentage of Lenders of any Class;

     

    (II)  Mr. Wynn shall not be
permitted to acquire any Loans from and after the date on which the Borrower
makes a Permitted Loan Purchase offer to the Lenders; and

     

    (III)  the Borrower shall be
permitted to acquire Loans pursuant to a Permitted Loan Purchase so long as any
Loans so acquired are cancelled and retired immediately upon closing of such
Permitted Loan Purchase.  For the avoidance of doubt, upon such
cancellation or retirement of Loans pursuant to a Permitted Loan Purchase, the
Loans so cancelled or retired shall be deemed not to be outstanding and to have
no principal amount for any purposes under this Agreement.”

     

    3.           Representations
and Warranties.  To induce the Lenders to
agree to this Amendment, the Borrower represents to the Administrative Agent and
the Lenders that as of the date hereof:

     

    (a)           the Borrower has all power and authority
to enter into this Amendment and to carry out the transactions contemplated by,
and to perform its obligations under or in respect of, this
Amendment;

     

    (b)           the execution and delivery of this
Amendment and the performance of the obligations of the Borrower hereunder have
been duly authorized by all necessary action on the part of the
Borrower;

     

    (c)           the execution and delivery of this
Amendment by the Borrower and the performance of the obligations of the Borrower
hereunder 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, (ii) any applicable provision of any material law, statute,
rule, regulation, order, writ, injunction or decree of any court or Governmental
Authority or (iii) any indenture, agreement or instrument to which the
Borrower is 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    a party or by which the Borrower or any
property of the Borrower, is bound, and do not and will not require any consent
or approval of any Person;

     

    (d)           this Amendment has been duly executed
and delivered by the Borrower and the Credit Agreement and the other Loan
Documents, as modified by the limited amendment hereunder, are the legal, valid
and binding obligations of the Borrower, 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)           no event has occurred and is continuing
or will result from the execution and delivery of this Amendment that would
constitute a Default or an Event of Default; and

     

    (f)           each of the representations and
warranties made by the Borrower in or pursuant to the Loan Documents are 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.

     

    4.           Effectiveness
of Amendments.
This
Amendment shall become effective upon execution by the Borrower and the Required
Lenders; provided that Section 2(b) hereof will become effective only if and
when this Amendment is executed by the Lenders specified under the penultimate
paragraph of Section 10.01 of the Credit Agreement and Section 2(d) hereof will
become effective only if and when this Amendment is executed by the Lenders
specified in Section 10.01(d) of the Credit Agreement.

     

    5.           Special
Consent. 
Each
Lender that executes this Amendment, on behalf of itself and its successors and
assigns in its capacity as Lender, hereby irrevocably agrees, for the benefit of
each other Lender under the Credit Agreement, that such Lender will not pursue
any rights or remedies it may have against any other Lender pursuant to Section
2.12 of the Credit Agreement in connection with any payment received by such other Lender in
connection with Permitted Loan Purchases in an aggregate amount not to exceed
$650 million consummated on or prior to March 31, 2009 and implemented pursuant
to an offer made to all the Lenders in the form attached hereto as Exhibit A or
Exhibit B, and each Lender that executes this Amendment, on behalf of
itself and its successors and assigns in its capacity as Lender, hereby
irrevocably waives any such rights and remedies to the extent described
herein.  The foregoing agreement is made for the avoidance of doubt
and further assurance to Lenders who may participate in a Permitted Loan
Purchase described above, without any implication or admission that any
Permitted Loan Purchase would be subject to Section 2.12.

     

    6.           Miscellaneous.  THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF (OTHER THAN
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).  This
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 for the limited amendments set forth in Section 2
hereof, all of the provisions of the Credit Agreement and the other Loan
Documents shall remain in full 

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    force and effect.  The
foregoing amendments shall be strictly construed in accordance with the express
terms thereof.  Except with respect to the matters specifically
amended or waived thereby, Sections 2 and 5 above shall not operate as a waiver
of any right, remedy, power or privilege of any Lender or the Administrative
Agent under the Credit Agreement or any other Loan Document or of any other term
or condition of the Credit Agreement or any other Loan Document.  This
Amendment shall be deemed a “Loan Document” as defined in the Credit
Agreement.  Sections 10.16(a), 10.16(b) and 10.17 of the Credit
Agreement shall apply to this Amendment and all past and future amendments to
the Credit Agreement and other Loan Documents as if expressly set forth herein
or therein.

     

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        5

        
          

        

      

      
         


      

    


    

      IN WITNESS WHEREOF, the parties have
caused this Amendment to be duly executed by their duly authorized officers as
of the day and year first above written.

      


      


      


      


      
        	 
      	
                WYNN
      RESORTS, LIMITED

              
	 
      	
                a
      Nevada Corporation

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /S/
      Matt Maddox

              
	 
      	
                Name:

              	
                Matt
      Maddox

              
	 
      	
                Title:

              	
                Chief
      Financial Officer and Treasurer

              


      

      


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      
        	 
      	
                DEUTSCHE
      BANK TRUST COMPANY AMERICAS,

              
	 
      	
                as
      a Lender

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /S/
      Kevin F. Sullivan

              
	 
      	 
      	
                Name:

              	
                Kevin
      F. Sullivan

              
	 
      	 
      	
                Title:

              	
                MD

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:
      

              	
                /S/
      Mary Kay Coyle

              
	 
      	 
      	
                Name:
      

              	
                Mary
      Kay Coyle

              
	 
      	 
      	
                Title:

              	
                Managing
      Director

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 
      	
                NZC
      GUGGENHEIM MASTER FUND LIMITED

              
	 
      	
                By:
      Guggenheim Investment Management, LLC, as its Manager,

              
	 
      	 
      	 
      	 
      
	 
      	
                as
      a Lender

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /S/
      Michael Damaso

              
	 
      	 
      	
                Name:

              	
                Michael
      Damaso

              
	 
      	 
      	
                Title:
      

              	
                Senior
      Managing Director

              


      

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 
      	
                NZC
      OPPORTUNITIES (FUNDING) II, LIMITED

              
	 
      	
                By:
      Guggenheim Investment Management, LLC,

              
	 
      	
                as
      its Manager,

              
	 
      	 
      	 
      	 
      
	 
      	
                as
      a Lender

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /S/
      Michael Damaso

              
	 
      	 
      	
                Name:

              	
                Michael
      Damaso

              
	 
      	 
      	
                Title:
      

              	
                Senior
      Managing Director

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 
      	
                KENNECOTT
      FUNDING LTD.

              
	 
      	
                By:
      Guggenheim Investment Management, LLC,

              
	 
      	
                as
      its Collateral Manager,

              
	 
      	 
      	 
      	 
      
	 
      	
                as
      a Lender

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /S/
      Michael Damaso

              
	 
      	 
      	
                Name:

              	
                Michael
      Damaso

              
	 
      	 
      	
                Title:
      

              	
                Senior
      Managing Director

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 
      	
                SANDS
      POINT FUNDING LTD.

              
	 
      	
                By:
      Guggenheim Investment Management, LLC,

              
	 
      	
                as
      its Collateral Manager,

              
	 
      	 
      	 
      	 
      
	 
      	
                as
      a Lender

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /S/
      Michael Damaso

              
	 
      	 
      	
                Name:

              	
                Michael
      Damaso

              
	 
      	 
      	
                Title:
      

              	
                Senior
      Managing Director

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 
      	
                COPPER
      RIVER CLO LTD.

              
	 
      	
                By:
      Guggenheim Investment Management, LLC,

              
	 
      	
                as
      its Collateral Manager,

              
	 
      	 
      	 
      	 
      
	 
      	
                as
      a Lender

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                S/
      Michael Damaso

              
	 
      	 
      	
                Name:

              	
                Michael
      Damaso

              
	 
      	 
      	
                Title:
      

              	
                Senior
      Managing Director

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 
      	
                GREEN
      LANE CLO LTD.

              
	 
      	
                By:
      Guggenheim Investment Management, LLC,

              
	 
      	
                as
      its Collateral Manager,

              
	 
      	 
      	 
      	 
      
	 
      	
                as
      a Lender

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /S/
      Michael Damaso

              
	 
      	 
      	
                Name:

              	
                Michael
      Damaso

              
	 
      	 
      	
                Title:
      

              	
                Senior
      Managing Director

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      

        
          	
                  OAK HILL CREDIT PARTNERS II,
      LIMITED,

                  as
      a Lender

                   

                  By:  Oak
      Hill CLO Management II, LLC

                  As
      Investment Manager

                   

                  By:
      /S/ Scott D.
      Krase                                       
      

                  Name:
      Scott D. Krase

                  Title:
      Authorized Person

                	
                  OAK HILL CREDIT PARTNERS III,
      LIMITED,

                  as
      a Lender

                   

                  By:  Oak
      Hill CLO Management III, LLC

                  As
      Investment Manager

                   

                  By:
      /S/ Scott D.
      Krase                                          

                  Name:
      Scott D. Krase

                  Title:
      Authorized Person

                
	 
      	 
      
	
                  OAK HILL CREDIT PARTNERS IV,
      LIMITED,

                  as
      a Lender

                   

                  By:  Oak
      Hill CLO Management IV, LLC

                  As
      Investment Manager

                   

                  By:
      /S/ Scott D.
      Krase                                       
      

                  Name:
      Scott D. Krase

                  Title:
      Authorized Person

                	
                  OAK HILL CREDIT PARTNERS V,
      LIMITED,

                  as
      a Lender

                   

                  By:  Oak
      Hill CLO Management V, LLC

                  As
      Investment Manager

                   

                  By:
      /S/ Scott D.
      Krase                                          
      

                  Name:
      Scott D. Krase

                  Title:
      Authorized Person

                
	 
      	 
      
	
                  LERNER ENTERPRISES,
      LLC,

                  as
      a Lender

                   

                  By:  Oak
      Hill Advisors, L.P.

                  as advisor and attorney-in-fact
      to LernerEnterprises, LLC

                   

                  By:
      /S/ Scott D.
      Krase                                       

                  Name:
      Scott D. Krase

                  Title: Authorized
      Person

                	
                  Stichting Pensioenfonds Metaal
      en Techniek,

                  as
      a Lender

                   

                  By:  Oak
      Hill Advisors, L.P.

                  As
      Investment Manager

                   

                   

                  By:
      /S/ Scott D.
      Krase                                          
      

                  Name: Scott D. Krase

                  Title: Authorized
      Person

                
	 
      	 
      
	
                  Stichting
      Bedrijfspensionenfonds Voor de Metalektro, as a Lender

                   

                  By:  Oak
      Hill Advisors, L.P.

                  As
      Investment Manager

                   

                   

                  By:
      /S/ Scott D.
      Krase                                       
      

                  Name: Scott D. Krase

                  Title: Authorized
      Person

                	
                  Stichting Mn Services US High
      Yield Fonds,

                  as
      a Lender

                   

                  By:  Oak
      Hill Advisors, L.P.

                  As
      Investment Manager

                   

                   

                  By:
      /S/ Scott D.
      Krase                                          
      

                  Name: Scott D. Krase

                  Title: Authorized
      Person

                
	 
      	 
      
	
                  OHA CAPITAL SOLUTIONS FINANCING
      (OFFSHORE) LTD., as a Lender

                   

                   

                   

                  By:
      /S/ Scott D.
      Krase                                       
      

                  Name:
      Scott D. Krase

                  Title:
      Authorized Person

                	
                  OHA CAPITAL SOLUTIONS FINANCING
      (ONSHORE) LTD., as a Lender

                   

                   

                   

                  By:
      /S/ Scott D.
      Krase                                          
      

                  Name:
      Scott D. Krase

                  Title:
      Authorized Person

                
	 
      	 
      


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
 

        
          	 
      	 
      
	
                  OHA
      FINLANDIA CREDIT FUND,

                  as
      a Lender

                   

                   

                   

                  By:
      /S/ Scott D.
      Krase                                      
      

                  Name: Scott D. Krase

                  Title: Authorized
      Person

                	
                  OHA
      PARK AVENUE CLO I, LTD.,

                  as
      a Lender

                   

                  By:  Oak
      Hill Advisors, L.P.

                  As
      Investment Manager

                   

                   

                  By:
      /S/ Scott D.
      Krase                                          
      

                  Name:
      Scott D. Krase

                  Title:
      Authorized Person

                
	 
      	 
      
	
                  OAK
      HILL CREDIT ALPHA FINANCE I, LLC,

                  as
      a Lender

                   

                  By:           Oak
      Hill Alpha Fund, L.P.

                  Its Member

                   

                  By:           Oak
      Hill Credit Alpha Gen Par, L.P.

                  its General
      Partner

                   

                  By:           Oak
      Hill Credit Alpha MGP, LLC,

                  its General Partner

                   

                   

                  By:
      /S/ Scott D.
      Krase                                       
      

                  Name:
      Scott D. Krase

                  Title:
      Authorized Person

                	
                  OAK
      HILL CREDIT ALPHA FINANCE I (OFSHORE), LTD.,

                  as
      a Lender

                   

                   

                   

                  By:
      /S/ Scott D.
      Krase                                          
      

                  Name:
      Scott D. Krase

                  Title:
      Authorized Person

                
	 
      	 
      
	
                  OHSF
      FINANCING, LTD.,

                  as
      a Lender

                   

                   

                   

                  By:
      /S/ Scott D.
      Krase                                       
      

                  Name:
      Scott D. Krase

                  Title:
      Authorized Person

                	
                  OHSF
      II FINANCING, LTD.,

                  as
      a Lender

                   

                   

                   

                  By:
      /S/ Scott D.
      Krase                                          
      

                  Name:
      Scott D. Krase

                  Title:
      Authorized Person

                
	 
      	 
      
	
                  OAK
      HILL CREDIT OPPORTUNITIES FINANCING, LTD.,

                  as
      a Lender

                   

                   

                   

                  By:
      /S/ Scott D.
      Krase                                       
      

                  Name:
      Scott D. Krase

                  Title:
      Authorized Person

                	
                  GMAM
      GROUP PENSION TRUST I,

                  as
      a Lender

                   

                  By:
      STATE STREET BANK AND TRUST

                  COMPANY, soley as
      Trustee

                   

                   

                  By:
      /S/ Timothy
      Norton                                         
      

                  Name:
      Timothy Norton

                  Title:
      Officer

                


        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 
      	
                Morgan
      Stanley Prime Income Trust

              
	 
      	 
      	
                By:
      Morgan Stanley Investment

                Management
      Inc. as Investment Advisor

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /S/
      Robert Drobny

              
	 
      	 
      	
                Name:

              	
                Robert
      Drobny

              
	 
      	 
      	
                Title:
      

              	
                Executive
      Director

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 
      	
                VAN
      KAMPEN

              
	 
      	
                SENIOR
      INCOME TRUST

              
	 
      	
                By:
      Van Kampen Asset Management

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /S/
      Robert Drobny

              
	 
      	 
      	
                Name:

              	
                Robert
      Drobny

              
	 
      	 
      	
                Title:
      

              	
                Executive
      Director

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 
      	
                Van
      Kampen Dynamic Credit

              
	 
      	
                Opportunities
      Fund

              
	 
      	
                By:  Van
      Kampen Asset Management

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /S/
      Robert Drobny

              
	 
      	 
      	
                Name:

              	
                Robert
      Drobny

              
	 
      	 
      	
                Title:
      

              	
                Executive
      Director

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 
      	
                VAN
      KAMPEN

              
	 
      	
                SENIOR
      LOAN FUND

              
	 
      	
                By:
      Van Kampen Asset Management

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /S/
      Robert Drobny

              
	 
      	 
      	
                Name:

              	
                Robert
      Drobny

              
	 
      	 
      	
                Title:
      

              	
                Executive
      Director

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 
      	
                MSIM
      Peconic Bay, Ltd.

              
	 
      	
                By:
      Morgan Stanley Investment Management Inc. as Interim Collateral
      Manager

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /S/
      Robert Drobny

              
	 
      	 
      	
                Name:

              	
                Robert
      Drobny

              
	 
      	 
      	
                Title:
      

              	
                Executive
      Director

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 
      	
                ZODIAC
      FUND - Morgan Stanley

              
	 
      	
                US
      Senior Loan Fund.

              
	 
      	
                By:
      Morgan Stanley Investment Management Inc. as Investment
      Advisor

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /S/
      Robert Drobny

              
	 
      	 
      	
                Name:

              	
                Robert
      Drobny

              
	 
      	 
      	
                Title:
      

              	
                Executive
      Director

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 
      	
                WELLWATER
      LLC,

              
	 
      	
                as
      a Lender

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /S/
      Ralph Finerman

              
	 
      	 
      	
                Name:

              	
                Ralph
      Finerman

              
	 
      	 
      	
                Title:
      

              	
                Manager

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 
      	
                STEPHEN
      A. WYNN,

              
	 
      	
                as
      a Lender

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /S/
      Stephen A. Wynn

              
	 
      	 
      	
                Name:

              	
                Stephen
      A. Wynn

              
	 
      	 
      	
                Title:

              	 
      


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      

        Acknowledged:

      

      


      


      
        	 
      	
                DEUTSCHE
      BANK TRUST COMPANY AMERICAS,

              
	 
      	
                as
      the Administrative Agent

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /S/
      Kevin F. Sullivan

              
	 
      	 
      	
                Name:

              	
                Kevin
      F. Sullivan

              
	 
      	 
      	
                Title:

              	
                MD

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:
      

              	
                /S/
      Mary Kay Coyle

              
	 
      	 
      	
                Name:
      

              	
                Mary
      Kay Coyle

              
	 
      	 
      	
                Title:

              	
                Managing
      Director