wynn_ex10-1.htm


    Exhibit
10.1

    


    AMENDMENT
NO. 1 TO CREDIT AGREEMENT

     

    THIS
AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as
of August 1, 2008, is made and entered into among WYNN RESORTS, LIMITED, a
Nevada corporation (the “Borrower”) and
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity,
the “Administrative
Agent”) on behalf of the Lenders (as hereinafter defined).

     

    RECITALS

     

    A.           The
Borrower and the Administrative Agent are parties to that certain Credit
Agreement dated as of June 21, 2007 (as amended, modified or supplemented from
time to time, the “Credit Agreement”)
among the Borrower, the Administrative Agent, Deutsche Bank Securities Inc., as
joint lead arranger and joint book running manager, Banc of America Securities
LLC, as joint lead arranger and joint book running manager and Bank of America,
N.A., as syndication agent, and the several banks and other financial
institutions or entities from time to time parties thereto (the “Lenders”).

     

    B.           The
Borrower has requested that the Lenders agree, subject to the conditions and on
the terms set forth in this Amendment, to (i) amend the restriction on
assignment set forth in Section 10.07(b)(ii)(D) of the Credit Agreement
pertaining to the assignment by a Lender of its interest in the Loan to
Affiliates of the Borrower or direct or indirect holders of an Equity Interest
in the Borrower in the limited manner set forth in Section 2 below and (ii)
amend certain other 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.

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Borrower and the Administrative Agent on
behalf of the Lenders 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)           Definition of Excluded
Distributions.  Section 1.01 of the Credit Agreement is hereby
amended by, in the definition of the term “Excluded Distributions,” (A) deleting
the word “and” before clause (vi) thereof, and (B) inserting the following new
clause (vii) at the end of such definition:

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (vii)
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.

    


    (b)           Amendment to Section
2.04(b)(iv).   Section 2.04(b)(iv) of the Credit Agreement
is hereby amended by replacing the percentage set forth therein “50%” with the
percentage “100%.”

    


    (c)           Amendment to Section
10.01.   Section 10.01 of the Credit Agreement is hereby
amended by inserting the following two new paragraphs at the end
thereof.

    


    Notwithstanding
anything to the contrary in this Section 10.01 (but, for the avoidance of doubt,
subject to Section 10.07(b)(ii)(D)), any change or amendment to the definition
of “Excluded Distributions” or Section 2.04(b)(iv), or any other change or
amendment to this Agreement that will effectively result in changes or
amendments to such provisions shall require the written consent of Lenders
having at least 80% of the sum of (x) Total Outstandings (with the aggregate
amount of each Lender’s risk participation and funded participation in Swing
Line Loans being deemed “held” by such Lender for purposes of this definition)
and (b) aggregate unused Commitments; provided that the unused
Commitment of, and the portion of the Total Outstandings held or deemed held by,
any Defaulting Lender shall be excluded for purposes of making a determination
of Required Lenders.

    


    Notwithstanding
anything to the contrary in this Agreement, in the event that the Borrower or
any Affiliate of the Borrower, shall offer any fee, payment or other
consideration to any Lender in connection with such Lender's consideration or
approval of any consent, waiver or amendment hereto or hereunder, or to or under
any other Loan Document, then the Borrower shall, or shall cause such Affiliate,
to offer such fee, payment or other consideration to each other Lender on a pro
rata basis based on the sum of (x) the Total Outstandings (with the aggregate
amount of each Lender’s risk participation and funded participation in Swing
Line Loans being deemed “held” by such Lender for purposes of this definition)
and (b) aggregate unused Commitments held by each such Lender; provided that (i) the unused
Commitment of, and the portion of the Total Outstandings held or deemed held by,
any Defaulting Lender shall be excluded for purposes of of the foregoing and
(ii) Mr. Wynn shall not be offered such a fee, payment or other consideration
for the portion of the Loans held by Mr. Wynn which he is not entitled to vote
pursuant to the terms hereof.  For the avoidance of doubt, any such
offer may be conditioned upon consent or agreement to such consent, waiver or
amendment.

    


    (d)           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 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, 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.

    


    (e)          Amendment to Section
10.07(e).  Section 10.07(e) is hereby amended by deleting the
parenthetical “(other than a natural person)” from the second line thereof in
its entirety and replacing it with the following:

    


      (other than any natural person
except Mr. Wynn)

    


    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 Requirement of
Law, (iii) any order, judgment or decree of any court or other governmental
agency binding on the Borrower, or (iv) any indenture, agreement or
instrument to which the Borrower is 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 other
than as modified by the limited amendment hereunder, the Credit Agreement
and the other Loan Documents 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;

     

    (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 in or pursuant
to the Loan Documents 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.

     

    4.     
Effectiveness of this
Amendment.  This
Amendment shall be effective only if and when executed by the Borrower and the
Administrative Agent, on behalf of the Lenders.

    


    5.    
 Miscellaneous.  THIS 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
SECTIONS 5-1401 AND 5-1402 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 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 thereby, Section 2 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
therein.

    


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        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  	 
      


        

        


        


        


        


        
          	 
      	
                  DEUTSCHE
      BANK TRUST COMPANY AMERICAS, as the Administrative Agent on behalf of the
      Lenders

                
	 
      	 
      
	 
      	
                  By:

                	 /s/
      Mary Kay Coyle	 
      
	 
      	
                  Name:

                	 Mary
      Kay Coyle  	 
      
	 
      	
                  Title:

                	 Managing
      Director  	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	 /s/
      Kevin F. Sullivan  	 
      
	 
      	
                  Name:

                	 Kevin
      F. Sullivan  	 
      
	 
      	
                  Title:

                	 Managing
      Director