Project Facility Agreement (09/14/2004)



 Conformed Version 
  

Exhibit 10.17 
  
 DATED 14 SEPTEMBER 2004 
  
 WYNN RESORTS (MACAU) S.A. 
 as Company 
  
 SOCIÉTÉ GÉNÉRALE ASIA LIMITED 
 as Project Facility Agent 
  
 and 
  
 THE PROJECT FACILITY
LENDERS 
 referred to herein 
  

  
 PROJECT FACILITY AGREEMENT

  

  









  
 CONTENTS 

 

							
	 Clause

	  	 	  	Page


			
	 1.
	 	 Definitions And Interpretation
	  	1
			
	 2.
	 	 Common Terms Agreement
	  	6
			
	 3.
	 	 The Project Facility
	  	7
			
	 4.
	 	 Purpose
	  	7
			
	 5.
	 	 Conditions Precedent
	  	7
			
	 6.
	 	 Availability Of The Project Facility
	  	7
			
	 7.
	 	 Repayment
	  	8
			
	 8.
	 	 Prepayment And Cancellation
	  	8
			
	 9.
	 	 Interest
	  	8
			
	 10.
	 	 Interest Periods
	  	9
			
	 11.
	 	 Notification
	  	9
			
	 12.
	 	 Fees
	  	10
			
	 13.
	 	 Changes To The Parties
	  	10
			
	 14.
	 	 Payments
	  	11
			
	 15.
	 	 Decision Making Amongst Project Facility Lenders
	  	12
			
	 16.
	 	 Counterparts
	  	13
			
	 17.
	 	 Governing Law
	  	13
				
	 18.
	 	 Jurisdiction
	  	 	  	13
			
	 Schedule 1
	  	 THE PROJECT FACILITY LENDERS
	  	14
			
	 Schedule 2
	  	 REPAYMENT SCHEDULE
	  	15

  









  
 THIS AGREEMENT is made on the
14th day of September 2004 
  

BETWEEN: 
  

	(1)	WYNN RESORTS (MACAU) S.A. (the “Company”); 

  

	(2)	SOCIÉTÉ GÉNÉRALE ASIA LIMITED (the “Project Facility Agent”); and 

  

	(3)	THE PROJECT FACILITY LENDERS (as defined below). 

  
 WHEREAS: 
  
 The Project Facility Lenders have agreed to make certain loan facilities available to the Company in connection with the Projects upon the terms and subject to the conditions set out in this Agreement and the Common
Terms Agreement. 
  
 IT IS AGREED as follows: 
  

	1.	DEFINITIONS AND INTERPRETATION 

  

	1.1	Definitions 

  
 In this Agreement, unless otherwise defined herein, all terms defined or referred to in the Common Terms Agreement shall have the same meaning herein and
in addition: 
  
 “Available Commitment” means,
in relation to a Project Facility Lender at any time and save as otherwise provided herein, the aggregate US dollar equivalent amount of Available Tranche A Commitment, Available Tranche B Commitment, Available Tranche C Commitment and Available
Tranche D Commitment of such Project Facility Lender. 
  
 “Available Facility” means, at any time, the aggregate US dollar equivalent amount of the Available Tranche A Facility, the Available Tranche B Facility, the Available Tranche C Facility and the Available Tranche D
Facility. 
  
 “Available Tranche A Commitment”
means, in relation to a Project Facility Lender at any time, the amount set out opposite its name under the column entitled “Tranche A Commitment” in Schedule 1 (The Project Facility Lenders) less: 
  

	 	(a)	any amounts of the Available Tranche A Commitment of such Project Facility Lender cancelled pursuant to Clause 8 (Repayments, Prepayments and Cancellation) of the Common
Terms Agreement or otherwise reduced pursuant to the terms hereof and/or the Common Terms Agreement; 

  

	 	(b)	the aggregate amount of Tranche A Advances which have been made by such Project Facility Lender at such time; and 

  

	 	(c)	in relation to any Advance Request, the amount of any Tranche A Advance due to be made on or before the proposed Advance Date. 

  

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 “Available Tranche B Commitment” means, in relation to a Project Facility Lender at any
time, the amount set out opposite its name under the column entitled “Tranche B Commitment” in Schedule 1 (The Project Facility Lenders) less: 
  

	 	(a)	any amounts of the Available Tranche B Commitment of such Project Facility Lender cancelled pursuant to Clause 8 (Repayments, Prepayments and Cancellation) of the Common
Terms Agreement or otherwise reduced pursuant to the terms hereof and/or the Common Terms Agreement; 

  

	 	(b)	the aggregate amount of Tranche B Advances which have been made by such Project Facility Lender at such time; and 

  

	 	(c)	in relation to any Advance Request, the amount of any Tranche B Advance due to be made on or before the proposed Advance Date. 

  
 “Available Tranche C Commitment” means, in relation to a
Project Facility Lender at any time, the amount set out opposite its name under the column entitled “Tranche C Commitment” in Schedule 1 (The Project Facility Lenders) less: 
  

	 	(a)	any amounts of the Available Tranche C Commitment of such Project Facility Lender cancelled pursuant to Clause 8 (Repayments, Prepayments and Cancellation) of the Common
Terms Agreement or otherwise reduced pursuant to the terms hereof and/or the Common Terms Agreement; 

  

	 	(b)	the aggregate amount of Tranche C Advances which have been made by such Project Facility Lender at such time; and 

  

	 	(c)	in relation to any Advance Request, the amount of any Tranche C Advance due to be made on or before the proposed Advance Date. 

  
 “Available Tranche D Commitment” means, in relation to a
Project Facility Lender at any time, the amount set out opposite its name under the column entitled “Tranche D Commitment” in Schedule 1 (The Project Facility Lenders) less: 
  

	 	(a)	any amounts of the Available Tranche D Commitment of such Project Facility Lender cancelled pursuant to Clause 8 (Repayments, Prepayments and Cancellation) of the Common
Terms Agreement or otherwise reduced pursuant to the terms hereof and/or the Common Terms Agreement; 

  

	 	(b)	the aggregate amount of Tranche D Advances which have been made by such Project Facility Lender at such time; and 

  

	 	(c)	in relation to any Advance Request, the amount of any Tranche D Advance due to be made on or before the proposed Advance Date. 

  
 “Available Tranche A Facility” means, at any time, the
aggregate amount of the Available Tranche A Commitments of all the Project Facility Lenders at such time. 
  
 “Available Tranche B Facility” means, at any time, the aggregate amount of the Available Tranche B Commitments of all the Project
Facility Lenders at such time. 
  

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 “Available Tranche C Facility” means, at any time, the aggregate amount of the Available
Tranche C Commitments of all the Project Facility Lenders at such time. 
  
 “Available Tranche D Facility” means, at any time, the aggregate amount of the Available Tranche D Commitments of all the Project Facility Lenders at such time. 
  
 “Common Terms Agreement” means the common terms agreement
dated 14 September 2004 and made between, among others, the Company, the financial institutions defined therein as Hotel Facility Lenders, Project Facility Lenders and Revolving Credit Facility Lenders, the Hotel Facility Agent, the Project Facility
Agent, the Intercreditor Agent and the Security Agent. 
  
 “HIBOR” means, in relation to any Tranche B Advance or Tranche D Advance: 
  

	 	(a)	the applicable Screen Rate; or 

  

	 	(b)	(if no Screen Rate is available for HK dollars or for the Interest Period for that Project Facility Advance) the arithmetic mean of the rates (rounded upwards to four decimal
places) as supplied to the Project Facility Agent at its request quoted by the Reference Banks to leading banks in the Hong Kong interbank market, 

  
 at or about 11.00 a.m. (Hong Kong time) on the Quotation Day for the offering of deposits in HK dollars for a period
comparable to the Interest Period for that Project Facility Advance. 
  
 “LIBOR” means, in relation to any Tranche A Advance or Tranche C Advance: 
  

	 	(a)	the applicable Screen Rate; or 

  

	 	(b)	(if no Screen Rate is available for US dollars or for the Interest Period for that Project Facility Advance) the arithmetic mean of the rates (rounded upwards to four decimal
places) as supplied to the Project Facility Agent at its request quoted by the Reference Banks to leading banks in the London interbank market, 

  

at or about 11:00 a.m. (London time) on the Quotation Day for the offering of deposits in US dollars and for a period comparable to the Interest Period
for that Project Facility Advance. 
  
 “Majority Project
Facility Lenders” means: 
  

	 	(a)	before any Project Facility Advances have been made, a Project Facility Lender or Project Facility Lenders whose Available Commitments amount in aggregate to more than 50% of the
Available Facility (or, if all Available Commitments have been reduced to zero, amounted in aggregate to more than 50% of the Available Facility immediately prior to the reduction); and 

  

	 	(b)	 thereafter, a Project Facility Lender or Project Facility Lenders whose US dollar equivalent participations in the Project Facility Advances then outstanding (or,
where all such Project Facility Advances have been repaid, immediately prior to 



  

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such repayment) amount in aggregate to more than 50% of the US dollar equivalent of all Project Facility Advances then outstanding.



  
 “Margin” means 3.50% per
annum. 
  
 “Party” means a party to this
Agreement. 
  
 “Project Base Debt Facility”
means the Tranche A Facility and the Tranche B Facility. 
  
 “Project Contingent Debt Facility” means the Tranche C Facility and the Tranche D Facility. 
  
 “Project Facility” means the Project Base Debt Facility and the Project Contingent Debt Facility. 
  
 “Project Facility Advance” means, as the context may
require, a Tranche A Advance, a Tranche B Advance, a Tranche C Advance or a Tranche D Advance and “Project Facility Advances” shall mean each Tranche A Advance, Tranche B Advance, Tranche C Advance and Tranche D Advance or any of
them. 
  
 “Project Facility Lender” means any
commercial bank or financial institution which: 
  

	 	(a)	is named in Schedule 1 (The Project Facility Lenders); or 

  

	 	(b)	has become a party hereto in accordance with Clause 13 (Changes to the Parties), 

  
 and which has not ceased to be a party hereto in accordance with the terms hereof. 
  
 “Project Finance Documents” means: 
  

	 	(a)	this Agreement; 

  

	 	(b)	the Common Terms Agreement; 

  

	 	(c)	any other Senior Finance Document to which a Project Facility Lender is a party in its capacity as a Project Facility Lender; and 

  

	 	(d)	any other document designated as such by the Project Facility Agent and the Company. 

  
 “Project Finance Parties” means the Project Facility Agent and the Project Facility Lenders. 
  
 “Project Loan” means the aggregate principal amount for the
time being outstanding hereunder. 
  
 “Reference
Banks” means, in relation to: 
  

	 	(a)	LIBOR, the principal London offices of Deutsche Bank AG, Société Générale and Citibank, N.A.; and 

  

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	 	(b)	HIBOR, the principal Hong Kong offices of Deutsche Bank AG, Société Générale and Citibank, N.A., 

  
 or such other bank or banks designated from time to time by the Project
Facility Agent provided that the consent of the Company shall be required if such designation is made prior to an occurrence of an Event of Default which is continuing. 
  
 “Screen Rate” means, in relation to: 
  

	 	(a)	LIBOR, the British Bankers’ Association Interest Settlement Rate for US dollars for the relevant period, displayed on the appropriate page (being currently “LIBOR01”)
of the Reuters Monitor Money Rates Service screen; and 

  

	 	(b)	HIBOR, the rate designated as “FIXING@11:00” (or any other designation which may from time to time replace that designation or, if no such designation appears, the
arithmetic average (rounded upwards, to four decimal places) of the displayed rates for the relevant period) appearing under the heading “HONG KONG INTERBANK OFFERED RATES (HK DOLLAR)” on the Reuters Screen HIBOR1=R Page.


  
 If the agreed page is replaced or service
ceases to be available, the Project Facility Agent may specify another page or service displaying the appropriate rate after consultation with the Company and the Project Facility Lenders. 
  
 “Tranche A Advance” means an advance (as from time to time
reduced by repayment in accordance with the terms hereof or the Common Terms Agreement) made or to be made by the Project Facility Lenders under the Tranche A Facility. 
  
 “Tranche A Facility” means the US dollar term loan facility granted to the Company under Clause 3.1.1
(Grant of Project Base Debt Facilities). 
  
 “Tranche B Advance” means an advance (as from time to time reduced by repayment in accordance with the terms hereof or the Common Terms Agreement) made or to be made by the Project Facility Lenders under the Tranche B
Facility. 
  
 “Tranche B Facility” means the HK
dollar term loan facility granted to the Company under Clause 3.1.2 (Grant of Project Base Debt Facilities). 
  
 “Tranche C Advance” means an advance (as from time to time reduced by repayment in accordance with the terms hereof or the Common Terms
Agreement) made or to be made by the Project Facility Lenders under the Tranche C Facility. 
  
 “Tranche C Facility” means the US dollar term loan facility granted to the Company under Clause 3.2.1 (Grant of Project Contingent Debt Facilities). 
  
 “Tranche D Advance” means an advance (as from time to time
reduced by repayment in accordance with the terms hereof or the Common Terms Agreement) made or to be made by the Project Facility Lenders under the Tranche D Facility. 
  
 “Tranche D Facility” means the HK dollar term loan facility granted to the Company under Clause 3.2.2
(Grant of Project Contingent Debt Facilities). 
  

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	1.2	Interpretation 

  
 In this Agreement: 
  

	 	1.2.1 	the principles of construction contained in Clause 1.2 (Principles of Construction) of the Common Terms Agreement and the rules of interpretation contained in Clause 1.3
(Rules of Interpretation) of the Common Terms Agreement shall apply to the construction and interpretation of this Agreement; 

  

	 	1.2.2 	any reference to the “Project Facility Agent” or “Project Facility Lender” shall be construed so as to include its or their (and any subsequent)
successors and any permitted transferees in accordance with their respective interests; and 

  

	 	1.2.3 	references in this Agreement to any Clause or Schedule shall be to a clause or schedule contained in this Agreement. 

  

	1.3	Third Party Rights 

  

	 	1.3.1 	The Contracts (Rights of Third Parties) Act 1999 applies to Clause 1.4 (Non-Recourse Liability) but only for the benefit of the Operatives and subject always to the terms of
Clause 17 (Governing Law) and Clause 18 (Jurisdiction). 

  

	 	1.3.2 	Except as provided in sub-clause 1.3.1 above, a Person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to
enjoy the benefit of any term of this Agreement. 

  

	 	1.3.3 	Save as provided by the Common Terms Agreement, the consent of any Person who is not a party to this Agreement is not required to rescind or vary this Agreement.


  

	1.4	Non-recourse Liability 

  
 Notwithstanding any provision in the Senior Finance Documents to the contrary, no Operative shall be personally liable for payments due hereunder or under
any of the Senior Finance Documents or for the performance of any obligation hereunder or thereunder, save, in relation to any Operative, pursuant to any Senior Finance Document to which such Operative is party. The sole recourse of the Project
Finance Parties for satisfaction of any of the obligations of any of the Obligors hereunder and under the other Senior Finance Documents shall be against the Obligors, and not against any assets or property of any Operative save to the extent such
Operative is party to a Senior Finance Document and is expressed to be liable for such obligation thereunder. In the case of Mr Wong Chi Seng, his liability shall be limited to his shares in the Company. 
  

	2.	COMMON TERMS AGREEMENT 

  
 This Agreement and the rights and obligations of the parties hereto shall be subject to the terms and conditions of the Common Terms Agreement which shall
be deemed to be incorporated into this Agreement. In the case of any conflict between the terms of this Agreement and the terms of the Common Terms Agreement, the terms of this Agreement shall prevail. 
  

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	3.	THE PROJECT FACILITY 

  

	3.1	Grant of the Project Base Debt Facilities 

  

	 	3.1.1 	Tranche A Facility 

  
 The Project Facility Lenders grant to the Company, upon the terms and subject to the conditions hereof, a US dollar term loan facility in an aggregate
amount of USD138,999,595. 
  

	 	3.1.2 	Tranche B Facility 

  
 The Project Facility Lenders grant to the Company, upon the terms and subject to the conditions hereof, a HK dollar term loan facility in an aggregate
amount of HKD339,652,357. 
  

	3.2	Grant of the Project Contingent Debt Facilities 

  

	 	3.2.1 	Tranche C Facility 

  
 The Project Facility Lenders grant to the Company, upon the terms and subject to the conditions hereof, a US dollar term loan facility in an aggregate
amount of USD11,846,559. 
  

	 	3.2.2 	Tranche D Facility 

  
 The Project Facility Lenders grant to the Company, upon the terms and subject to the conditions hereof, a HK dollar term loan facility in an aggregate
amount of HKD28,947,643. 
  

	4.	PURPOSE 

  

	4.1	Purpose 

  
 The Company shall apply all amounts borrowed by it under the Project Facility to finance Project Costs incurred or to be incurred in connection with the
Projects. 
  

	5.	CONDITIONS PRECEDENT 

  
 The provisions of Clause 2 (Conditions Precedent) of the Common Terms Agreement are incorporated by reference herein as if the same were set out in
full herein. 
  

	6.	AVAILABILITY OF THE PROJECT FACILITY 

  

	6.1	Drawdown of Advances 

  
 The provisions of Clause 3 (Drawdown of Advances) and Clause 4.1 (Project Facility Availability Period) of the Common Terms Agreement are
incorporated by reference herein as if the same were set out in full herein. 
  

	6.2	Each Project Facility Lender’s Participation 

  

	 	6.2.1 	Each Project Facility Lender will participate through its Facility Office in each Tranche A Advance made pursuant to Clause 6.1 (Drawdown of Advances) in the proportion borne
by its Available Tranche A Commitment to the Available Tranche A Facility immediately prior to the making of that Tranche A Advance. 

  

	 	6.2.2 	Each Project Facility Lender will participate through its Facility Office in each Tranche B Advance made pursuant to Clause 6.1 (Drawdown of Advances) in the proportion borne
by its Available Tranche B Commitment to the Available Tranche B Facility immediately prior to the making of that Tranche B Advance. 

  

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	 	6.2.3 	Each Project Facility Lender will participate through its Facility Office in each Tranche C Advance made pursuant to Clause 6.1 (Drawdown of Advances) in the proportion borne
by its Available Tranche C Commitment to the Available Tranche C Facility immediately prior to the making of that Tranche C Advance. 

  

	 	6.2.4 	Each Project Facility Lender will participate through its Facility Office in each Tranche D Advance made pursuant to Clause 6.1 (Drawdown of Advances) in the proportion borne
by its Available Tranche D Commitment to the Available Tranche D Facility immediately prior to the making of that Tranche D Advance. 

  

	6.3	Reduction of Available Commitment 

  
 If a Project Lender’s Available Tranche A Commitment or, as the case may be, Available Tranche B Commitment, Available Tranche C Commitment or
Available Tranche D Commitment is reduced in accordance with the terms hereof or the Common Terms Agreement after the Intercreditor Agent or the Project Facility Agent has received an Advance Request for a Tranche A Advance or, as the case may be, a
Tranche B Advance, a Tranche C Advance or a Tranche D Advance and such reduction was not taken into account in the Available Tranche A Facility or, as the case may be, the Available Tranche B Facility, the Available Tranche C Facility or the
Available Tranche D Facility, then the amount of that Tranche A Advance or, as the case may be, Tranche B Advance, Tranche C Advance or Tranche D Advance shall be reduced accordingly. 
  

	7.	REPAYMENT 

  

	7.1	Repayment 

  
 Subject to Clause 7.2 (Final Maturity), the Company shall repay the Project Loans in quarterly instalments by repaying on each Repayment Date
amounts equal to the percentage set out next to the relevant Repayment Date in Schedule 2 (Repayment Schedule) of the aggregate US dollar denominated Project Facility Advances and the aggregate HK dollar denominated Project Facility Advances
outstanding as at the end of the last day of the Project Facility Availability Period. 
  

	7.2	Final maturity 

  
 The Company shall repay on the Final Repayment Date all amounts outstanding or due and payable under the Project Facility on that day. 
  

	7.3	No re-borrowing 

  
 The Company may not re-borrow any part of the Project Facility which is repaid. 
  

	8.	PREPAYMENT AND CANCELLATION 

  
 All prepayments of Project Facility Advances and cancellation of Available Commitments shall be made in accordance with Clause 8 (Repayments,
Prepayments and Cancellation) of the Common Terms Agreement. 
  

	9.	INTEREST 

  

	9.1	Calculation of Interest 

  
 The rate of interest on each Project Facility Advance for each Interest Period is the percentage rate per annum which is the aggregate of: 
  

	 	9.1.1	  the Margin; and 

  

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	 	9.1.2 	LIBOR (in the case of a Tranche A Advance or a Tranche C Advance) or HIBOR (in the case of a Tranche B Advance or a Tranche D Advance). 

  

	9.2	Payment of interest 

  
 Accrued interest on each Project Facility Advance is payable by the Company on the last day of each Interest Period relating to that Project Facility
Advance. 
  

	9.3	Default Interest 

  
 Default interest shall be calculated and paid in accordance with Clause 9.4 (Default Interest) of the Common Terms Agreement. 
  

	10.	INTEREST PERIODS 

  
 The duration of each Interest Period shall be determined in accordance with Clause 9.3 (Interest Periods) of the Common Terms Agreement.

  

	11.	NOTIFICATION 

  

	11.1	Advances 

  
 Promptly, and in any event, not less than 7 Business Days (in the case of the Initial Advance) or 4 Business Days (in the case of each subsequent Project
Facility Advance), before the proposed Advance Date for each Project Facility Advance, the Project Facility Agent shall notify each Project Facility Lender of the proposed amount of the relevant Project Facility Advance and the aggregate principal
amount of the relevant Project Facility Advance allocated to such Project Facility Lender pursuant to Clause 6.2 (Each Project Facility Lender’s Participation) and each Project Facility Lender shall, on such Advance Date, subject to the
terms and conditions of this Agreement, make available to the Project Facility Agent for the account of the Company its said portion of such Project Facility Advance. 
  

	11.2	Interest rate determination 

  
 The Project Facility Agent shall promptly notify the Company and the Project Facility Lenders of each determination of LIBOR and HIBOR under this
Agreement. 
  

	11.3	Changes to interest rates 

  
 The Project Facility Agent shall promptly notify the Company and the Project Facility Lenders of any change to any interest rate occasioned by the
operation of Clause 10 (Changes to the calculation of interest) of the Common Terms Agreement. 
  

	11.4	Interest payment and repayment instalments 

  
 Without prejudice to the Company’s obligation to make any interest payment or to pay any repayment instalment on the due date, the Project Facility
Agent shall provide to the Company and each Project Facility Lender (with a copy to the Intercreditor Agent) a notice setting out the relevant scheduled payment of interest and scheduled repayment of principal under this Agreement at least 15
Business Days before such amounts fall due for payment by the Company. 
  

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	12.	FEES 

  

	12.1	Tranche A and Tranche C Commitment fees 

  
 The Company shall pay to the Project Facility Agent (for the account of each Project Facility Lender) in arrears a commitment fee in US dollars computed
at the rate of 1.25% per annum on that Project Facility Lender’s Available Tranche A Commitment and Available Tranche C Commitment for the Project Facility Availability Period. 
  

	12.2	Tranche B and Tranche D Commitment fees 

  
 The Company shall pay to the Project Facility Agent (for the account of each Project Facility Lender) in arrears a commitment fee in HK dollars computed
at the rate of 1.25% per annum on that Project Facility Lender’s Available Tranche B Commitment and Available Tranche D Commitment for the Project Facility Availability Period. 
  

	12.3	Payment 

  
 The accrued commitment fees are payable on the last day of each successive period of three months which ends during the Project Facility Availability
Period, on the last day of the Project Facility Availability Period and, in relation to any of the Tranche A Facility, the Tranche B Facility, the Tranche C Facility or the Tranche D Facility which is fully drawn or cancelled (in full or part), on
the date it is fully drawn or the cancellation is effective (and, where the cancellation is as to only part of the Tranche A Available Commitment, the Tranche B Available Commitment, the Tranche C Available Commitment or the Tranche D Available
Commitment, payment shall be made as of that date in respect of the commitment fee accrued in relation to that part). 
  

	13.	CHANGES TO THE PARTIES 

  

	13.1	Transfers by the Project Facility Agent 

  
 The Project Facility Agent may resign in accordance with the Common Terms Agreement and may assign and transfer all of its rights and obligations under
the Project Finance Documents to a replacement Project Facility Agent appointed in accordance with the terms of the Common Terms Agreement. 
  

	13.2	Transfers by the Company 

  
 The Company may not assign, transfer, novate or dispose of any of its rights or obligations under the Project Finance Documents. 
  

	13.3	Transfers by the Project Facility Lenders 

  
 A Project Facility Lender may assign, transfer or novate any of its rights and/or obligations under the Project Finance Documents in accordance with
Clause 21.4 (Assignment and Transfer by Lenders), Clause 21.5 (Assignments by Lenders) and Clause 21.6 (Transfers by Lenders) of the Common Terms Agreement. 
  

	13.4	Assignment and Transfer Fees 

  
 On the date upon which an assignment takes effect pursuant to Clause 21.5 (Assignments by Lenders) of the Common Terms Agreement or a transfer
takes effect pursuant to Clause 21.6 (Transfers by Lenders) of the Common Terms Agreements, the relevant assignee or Transferee shall pay to the Intercreditor Agent for its own account a fee in accordance with Clause 21.7 of the Common Terms
Agreement. 
  

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	14.	PAYMENTS 

  

	14.1	Payments 

  

	 	14.1.1 	All payments under this Agreement shall be made in accordance with Clause 26 (Payment Mechanics) of the Common Terms Agreement. 

  

	 	14.1.2 	Subject to Clause 26 (Payment Mechanics) of the Common Terms Agreement, on each date on which this Agreement requires an amount to be paid by the Company or a Project
Facility Lender, the Company or, as the case may be, such Project Facility Lender shall make the same available to the Project Facility Agent for value on such due date and at such time and in such funds and to such account with such bank as the
Project Facility Agent shall specify from time to time. 

  

	14.2	Partial Payments 

  

	 	14.2.1 	If the Project Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Company to the Project Facility Lenders under the
Project Finance Documents, the Project Facility Agent shall apply that payment towards the obligations of the Company under the Project Finance Documents in the following order: 

  

	 	(a)	first, in or towards payment pro rata of all amounts paid by the Project Facility Lenders under Clause 23.5 (Indemnity to Intercreditor Agent) of the Common
Terms Agreement but which have not been reimbursed by the Company; 

  

	 	(b)	secondly, in or towards payment pro rata of all amounts paid by the Project Facility Lenders under Clause 15.3 (Indemnity to Project Facility Agent) but which
have not been reimbursed by the Company; 

  

	 	(c)	thirdly, in or towards payment pro rata of all costs and expenses incurred by the Project Facility Lenders which the Company is obliged to reimburse;


  

	 	(d)	fourthly, in or towards payment pro rata of all accrued but unpaid fees and commissions due to the Project Facility Lenders under the Project Finance Documents;


  

	 	(e)	fifthly, in or towards payment pro rata of all accrued but unpaid interest (including default interest) due to the Project Facility Lenders under the Project Finance
Documents; 

  

	 	(f)	sixthly, in or towards payment pro rata of any principal due to the Project Facility Lenders under the Project Finance Documents but unpaid; and


  

	 	(g)	seventhly, in or towards payment pro rata of any other sum due to the Project Facility Lenders under the Project Finance Documents but unpaid.


  

	 	14.2.2 	The Project Facility Agent shall, if so directed by the Majority Project Facility Lenders, vary the order set out in sub-clause 14.2.1 above. 

  

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	 	14.2.3 	Sub-clause 14.2.1 above will override any appropriation made by the Company. 

  

	15.	DECISION MAKING AMONGST PROJECT FACILITY LENDERS 

  

	15.1	Decisions 

  
 Save as otherwise set out herein and subject to the Common Terms Agreement, the required Senior Secured Creditors for the purpose of any decision within
the scope of Clause 34.2 (Amendment and waiver of Facility Agreements) of the Common Terms Agreement) relating to this Agreement shall be the Project Facility Agent acting on the instructions of the Majority Project Facility Lenders.

  

	15.2	Failure to Give Instructions 

  
 If the Project Facility Agent gives notice to the Project Facility Lenders requesting their specific instructions on any matter referred to in Clause 15.1
(Decisions) and it specifies in such notice that the Project Facility Lenders are to give such instructions by a certain date and time specified in such notice, any Project Facility Lender which fails to respond by the date and time so
specified shall have its portion of the Project Facility Advances and its Available Commitment disregarded for all purposes of determining whether instructions have been given to the Project Facility Agent by the Majority Project Facility Lenders
(and, for the purposes of determining the Available Facility or the amount of all Project Facility Advances outstanding, the Available Commitments and portion of Project Facility Advances of such Project Facility Lender shall be deducted).

  

	15.3	Indemnity to Project Facility Agent 

  

	 	15.3.1	 Each Project Facility Lender shall, rateably in accordance with its share of the US dollar equivalent of all outstanding Project Facility Advances (or, if no Project Facility
Advance has been made, in accordance with its share of the US dollar equivalent of the total undrawn Available Commitment of all the Project Facility Lenders) for the time being (or, if all such Advances have been repaid or all Available Commitments
reduced to zero, immediately prior to the repayment thereof or, as the case may be, such reduction), indemnify the Project Facility Agent, within fifteen days of demand, against any cost, loss or liability incurred by the Project Facility Agent
(other than by reason of the negligence or wilful misconduct of the Project Facility Agent) in acting as Project Facility Agent under any of the Finance Documents (unless the Project Facility Agent has been reimbursed by the Company pursuant to a
Senior Finance Document). 

  

	 	15.3.2	 Provided that the Company is required to reimburse or indemnify the Project Facility Agent for such cost, loss or liability in accordance with the terms of the Senior Finance
Documents, the Company shall, within fifteen days of demand in writing by any Project Facility Lender, indemnify such Project Facility Lender in relation to any payment actually made by such Project Facility Lender pursuant to Clause 15.3.1 above.


  

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	16.	COUNTERPARTS 

  
 This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. 
  

	17.	GOVERNING LAW 

  
 This Agreement shall be governed by English law. 
  

	18.	JURISDICTION 

  

	18.1	Jurisdiction of English courts 

  

	 	18.1.1	 The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence,
validity or termination of this Agreement or the consequences of its nullity) (a “Dispute”). 

  

	 	18.1.2	 The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly they will not argue to the contrary.


  

	 	18.1.3	 This Clause 18.1 (Jurisdiction of English Courts) is for the benefit of the Project Finance Parties only. As a result, no Project Finance Party shall be prevented from
taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law and the Senior Finance Documents, the Project Parties may take concurrent proceedings in any number of jurisdictions.


  

	18.2	Service of process 

  
 Without prejudice to any other mode of service allowed under any relevant law, the Company: 
  

	 	18.2.1	 irrevocably appoints Law Debenture Corporate Services Limited as its agent for service of process in relation to any proceedings before the English courts in connection with
this Agreement; and 

  

	 	18.2.2	 agrees that failure by a process agent to notify the Company of the process will not invalidate the proceedings concerned. 

  

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 SIGNATURES 

 

			
	The Company
	
	WYNN RESORTS (MACAU) S.A.
		
	 By:
	  	Matt Maddox
		
	 Address:
	  	 429 Avenida da Praia Grande, 18th Floor
 Praia Grande Commercial Centre
 Macau

		
	 Tel:
	  	(853) 371-476
		
	 Fax:
	  	(853) 329-966
		
	 Attention:
	  	Chief Financial Officer
		
	 Copy to:
	  	 
	
	 Wynn Resorts, Limited

		
	 Address:
	  	 3131 Las Vegas Boulevard South
 Las Vegas, Nevada
89109
 USA

		
	 Tel:
	  	(1) 702-770-2111
		
	 Fax:
	  	(1) 702-770-1520
		
	 Attention:
	  	General Counsel
	
	The Project Facility Agent
	
	SOCIÉTÉ GÉNÉRALE ASIA LIMITED
		
	 By:
	  	David Gore                    Sun Peng Lui
		
	 Address:
	  	 42nd Floor,
Edinburgh Tower
 15 Queen’s Road Central
 Hong
Kong

		
	 Tel:
	  	(852) 2166-5414/(852) 2166-5415
		
	 Fax:
	  	(852) 2868-1874/(852) 2868-4925
		
	 Attention:
	  	 Kenny Chan/Annie Yuen
 Commercial Back Office -
Loans


  

 - 14 - 









			
	 Copy to:
	  	 
	
	 Société Générale Asia Limited

		
	 Address:
	  	 42nd Floor,
Edinburgh Tower
 15 Queen’s Road Central
 Hong
Kong

		
	 Tel:
	  	(852) 2166-5671/(852) 2166-5430/(852) 2166-5665
		
	 Fax:
	  	(852) 2804-6215
		
	 Attention:
	  	 Sunny Lui/Raymond Fung/Sara Wong
 Risk &
Agency

	
	The Project Facility Lenders
	
	AOZORA BANK, LTD
		
	 By:
	  	David Gore                    Sun Peng Lui
		
	 Address:
	  	 3-1
 Kudan-Minami 1-chome
 Chiyoda-ku
 Tokyo 102-8660
 Japan

		
	 Tel:
	  	(81) 3-5212-9412/(81) 3-3239-8038
		
	 Fax:
	  	(81) 3-3263-9872/(81) 3-3263-7284
		
	 Attention:
	  	Emiko Sano/Yasue Harada
	
	BANCO NACIONAL ULTRAMARINO, S.A.
		
	 By:
	  	Kan Cheok Kuan, Ronald            João Brito Augusto
		
	 Address:
	  	 Avenida de Almeida Ribeiro
 No. 22
 Macau

		
	 Tel:
	  	(853) 355-188/(853) 355-828
		
	 Fax:
	  	(853) 355-800/(853) 356-867
		
	 Attention:
	  	Ronald Kan Cheok Kuan/Vitor Rosário/Violet Choi

  

 - 15 - 









			
	DEUTSCHE BANK AG, HONG KONG BRANCH
		
	 By:
	  	Philip Crotty                    Peter Lo
		
	 Address:
	  	 55th Floor,
Cheung Kong Center
 2 Queen’s Road Central
 Hong
Kong

		
	 Tel:
	  	(852) 2203-7436
		
	 Fax:
	  	(852) 2203-7212
		
	 Attention:
	  	Jonathan Robinson Debt Products Group
	
	KOREA FIRST FINANCE LIMITED
		
	 By:
	  	Chul-Wan, Park
		
	 Address:
	  	 Room 2007
 Jardine House
 1 Connaught Place, Central
 Hong Kong

		
	 Tel:
	  	(852) 2526-5025
		
	 Fax:
	  	(852) 2845-9001
		
	 Attention:
	  	Pan-Young Ahn
		
	 Copy to:
	  	 
	
	 Korea First Bank

		
	 Address:
	  	 100, Kongpyung-Dong
 Chongro-Gu
 Seoul
 Korea

		
	 Tel:
	  	(82) 2-3702-4649/(82)-2-3702-4415
		
	 Fax:
	  	(82) 2-3702-4865
		
	 Attention:
	  	 Dai Chang Song/Chang-Ho Lee
 Project Finance
Team


  

 - 16 - 









			
	KOREA FIRST BANK, TOKYO BRANCH
		
	 By:
	  	Dai Chang Song
		
	 Address:
	  	 Yurakucho Denki Bldg.
 South 2Fl
 1-7-1 Yurakucho
 Chiyoda-ku
 Tokyo 100-0006
 Japan

		
	 Tel:
	  	(81) 3-3201-6261
		
	 Fax:
	  	(81) 3-3201-4558
		
	 Attention:
	  	Min-Young Kim
		
	 Copy to:
	  	 
	
	 Korea First Bank

		
	 Address:
	  	 100, Kongpyung-Dong
 Chongro-Gu
 Seoul
 Korea

		
	 Tel:
	  	(82) 2-3702-4649/(82-2) 3702-4415
		
	 Fax:
	  	(82) 2-3702-4865
		
	 Attention:
	  	 Dai Chang Song/Chang-Ho Lee
 Project Finance
Team

	
	WESTLB AG, HONG KONG BRANCH
		
	 By:
	  	Peter Geldart                    K.M. Sun
		
	 Address:
	  	 36th Floor,
Bank of America Tower
 12 Harcourt Road
 Hong
Kong

		
	 Tel:
	  	(852) 2842-0214/(852) 2842-0436
		
	 Fax:
	  	(852) 2842-0290
		
	 Attention:
	  	William Ip/Florence Yip

  

 - 17 - 









			
	 Copy to:
	  	 
	
	 WestLB AG, Hong Kong Branch

		
	 Address:
	  	 36th Floor,
Bank of America Tower
 12 Harcourt Road
 Hong
Kong

		
	 Tel:
	  	(852) 2842-0458/(852) 2842-0427
		
	 Fax:
	  	(852) 2892-0298
		
	 Attention:
	  	Jasper Wong/Björn Blüml
	
	BANCO COMERCIAL DE MACAU, S.A.
		
	 By:
	  	Tou Kei San                    Chan Sou Chao
		
	 Address:
	  	 Avenida da Praia Grande
 No. 572
 Macau

		
	 Tel:
	  	(853) 7910-861/(853) 7910-270
		
	 Fax:
	  	(853) 580-967
		
	 Attention:
	  	Sam Tou/Vilma Loi
	
	ALLIED IRISH BANKS, P.L.C.
		
	 By:
	  	David Gore                    Sun Peng Lui
		
	 Address:
	  	 St Helen’s
 1 Undershaft
 London EC3A 8AB
 United Kingdom

		
	 Tel:
	  	(44-20) 7726-8734
		
	 Fax:
	  	(44-20) 7726-8735
		
	 Attention:
	  	Antionette Dunleavy/David Mclntyre

  

 - 18 - 









			
	BANCO ESPÍRITO SANTO DO ORIENTE, S.A.
		
	 By:
	  	José Morgado                    Carlos Freire
		
	 Address:
	  	 Av. Dr. Mário Soares
 No. 323
 Bank of China Building
 28th Floor “E-F”
 Macau

		
	 Tel:
	  	(853) 7965-215/(853) 7965-210
		
	 Fax:
	  	(853) 785-228
		
	 Attention:
	  	Sylvana Chan/Frances T.M. Lo

  

 - 19 -