Revolving Credit Facility Agreement



 Exhibit 10.9 
  
 DATED 14 SEPTEMBER 2005 
  
 WYNN RESORTS (MACAU) S.A. 
 as Company

  
 and 
  
 CERTAIN FINANCIAL INSTITUTIONS 
 as Revolving Credit Facility Lenders 
  

  
 REVOLVING CREDIT FACILITY AGREEMENT

 AMENDMENT AGREEMENT 
  










 CONTENTS 
  

					
	 Clause

	  	 	  	Page


	 1.
	  	 DEFINITIONS AND INTERPRETATION
	  	1
			
	 2.
	  	 AMENDMENT
	  	1
			
	 3.
	  	 CONTINUITY AND FURTHER ASSURANCE
	  	1
			
	 4.
	  	 MISCELLANEOUS
	  	2
			
	 5.
	  	 GOVERNING LAW
	  	2
		
	 SIGNATURES
	  	3
		
	 SCHEDULE     Amended Revolving Credit Facility Agreement
	  	5










 THIS AGREEMENT is made on 14 September 2005 between: 
  

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

  

	(2)	THE FINANCIAL INSTITUTIONS named on the signing pages as Revolving Credit Facility Lenders. 

  
 RECITALS: 
  

	(A)	The Company proposes to expand the Original Project. 

  

	(B)	The Secured Parties have agreed to amend certain Finance Documents and enter into additional Finance Documents and the Lenders have agreed to increase the size of certain of the
Facilities originally provided thereunder in connection with the Expansion. 

  

	(C)	It has been agreed to amend the Revolving Credit Facility Agreement as set out below. 

  
 IT IS AGREED as follows: 
  

	1.	DEFINITIONS AND INTERPRETATION 

  

	1.1	Incorporation of defined terms 

  

	 	(a)	Unless a contrary indication appears, a term defined in or by reference in the Schedule has the same meaning in this Agreement. 

  

	 	(b)	The principles of construction and rules of interpretation set out or referred to in the Schedule shall have effect as if set out in this Agreement. 

  

	1.2	Clauses 

  
 In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a
Schedule to this Agreement. 
  

	2.	AMENDMENT 

  
 The Revolving Credit Facility Agreement shall be amended so that it shall be read and construed for all purposes as set out in the Schedule (Amended
Revolving Credit Facility Agreement). 
  

	3.	CONTINUITY AND FURTHER ASSURANCE 

  

	3.1	Continuing obligations 

  
 The provisions of the Revolving Credit Facility Agreement shall, save as amended by this Agreement, continue in full force and effect. 
  

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	3.2	Further assurance 

  
 The Company shall, upon the written request of any Revolving Credit Facility Lender and at its own expense, do all such acts and things reasonably
necessary to give effect to the amendments effected or to be effected pursuant to this Agreement. 
  

	4.	MISCELLANEOUS 

  

	4.1	Incorporation of terms 

  
 The provisions of clause 1.3 (Third Party Rights), clause 1.4 (Non-recourse Liability) and clause 17 (Jurisdiction) of the Schedule
shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “Agreement” are references to this Agreement and cross-references to specified clauses thereof are references to the
equivalent clauses set out or incorporated herein. 
  

	4.2	Counterparts 

  
 This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy
of this Agreement. 
  

	5.	GOVERNING LAW 

  
 This Agreement is governed by English law. 
  
 This Agreement has been entered into on the date stated at the beginning of this Agreement. 
  

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 SIGNATURES 

 

			
	The Company
	
	WYNN RESORTS (MACAU) S.A.
		
	 By:
	 	 /s/ Matthew Maddox

		
	 Address:
	 	 335-341 Alameda Dr. Carlos d’ Assumpção

	 	 	 9th
Floor

	 	 	 Hotline Center

	 	 	 Macau

		
	 Tel:
	 	 (853) 889-966

		
	 Fax:
	 	 (853) 329-966

		
	 Attention:
	 	 Matt Maddox

	
	 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 Revolving Credit Facility Lenders
	
	BANCO NACIONAL ULTRAMARINO, S.A.
		
	 By:
	 	 /s/ Herculano Sousa            /s/ Artur
Santos

		
	 Address:
	 	 Avenida de Almeida Ribeiro

	 	 	 No. 22

	 	 	 Macau

		
	 Tel:
	 	 (853) 355-188/ (853) 355-828/ (853) 398-9134

		
	 Fax:
	 	 (853) 355-800/ (853) 356-867

		
	 Attention:
	 	 Ronald Kan Cheok Kuan/Vitor Rosário/Violet Choi


  

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	BANCO COMERCIAL DE MACAU, S.A.
		
	 By:
	 	 /s/ Sam Tou            /s/ Kenneth Chan

	 Address:
	 	 Avenida da Praia Grande

	 	 	 No. 572

	 	 	 Macau

		
	 Tel:
	 	 (853) 7910-861/ (853) 7910-273

		
	 Fax:
	 	 (853) 580-967

		
	 Attention:
	 	 Sam Tou/Ida Chau

	
	BANCO DELTA ASIA S.A.R.L.
		
	 By:
	 	 /s/ David Lau            /s/ Wong Kai Fun

	 Address:
	 	 Rua Do Campo

	 	 	 No. 39-41

	 	 	 Macau

		
	 Tel:
	 	 (853) 3958-200/ (853) 3958-505

		
	 Fax:
	 	 (853) 570-068/ (853) 3958-729

		
	 Attention:
	 	 Philip Ng/Alex Chou


  

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 SCHEDULE 
 AMENDED REVOLVING CREDIT FACILITY AGREEMENT 
  
 DATED 14 SEPTEMBER 2004 
  
 WYNN
RESORTS (MACAU) S.A. 
 as Company 
  
 and 
  
 THE REVOLVING CREDIT FACILITY LENDERS 
 referred to herein 
  

  
 REVOLVING CREDIT FACILITY AGREEMENT 
 (As amended by the Revolving Credit Facility
Agreement 
 Amendment Agreement dated 14 September 2005) 
  

  

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 CONTENTS 
  

					
	Clause

	  	Page


	1.	  	Definitions And Interpretation	  	7
			
	2.	  	Common Terms Agreement	  	11
			
	3.	  	The Facility	  	11
			
	4.	  	Purpose	  	11
			
	5.	  	Conditions Of Utilisation	  	11
			
	6.	  	Availability Of The Revolving Credit Facility	  	12
			
	7.	  	Repayment	  	13
			
	8.	  	Cancellation	  	13
			
	9.	  	Interest	  	13
			
	10.	  	Interest Periods	  	14
			
	11.	  	Commitment Fee	  	14
			
	12.	  	Changes To The Parties	  	15
			
	13.	  	Payments	  	15
			
	14.	  	Decision Making Amongst Revolving Credit Facility Lenders	  	16
			
	15.	  	Counterparts	  	16
			
	16.	  	Governing Law	  	16
			
	17.	  	Jurisdiction	  	16
		
	Schedule 1 Original Revolving Credit Facility Lenders	  	18
		
	Schedule 2 Form Of Advance Request For A Revolving Credit Facility Advance	  	19

  

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 THIS AGREEMENT is made on 14 September 2004 
  
 BETWEEN: 
  

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

  

	(2)	THE FINANCIAL INSTITUTIONS listed in Schedule 1 (Original Revolving Credit Facility Lenders) as lenders (the “Original Revolving Credit Facility
Lenders”). 

  
 WHEREAS: 
  
 The Revolving Credit 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 in the Common Terms Agreement shall have the same meaning herein and in addition:

  
 “Advance Request” means a request for an
Advance in substantially the form set out in Schedule 2 (Form of Advance Request for a Revolving Credit Facility Advance). 
  
 “Available Commitment” means a Revolving Credit Facility Lender’s Commitment minus: 
  

	 	(a)	the aggregate amount of its participation in any outstanding Revolving Credit Facility Advances (other than, in relation to any proposed Revolving Credit Facility Advance, such
Revolving Credit Facility Lender’s participation in any Revolving Credit Facility Advances that are due to be repaid or prepaid on or before the proposed Advance Date); and 

  

	 	(b)	in relation to any proposed Revolving Credit Facility Advance, the aggregate amount of its participation in any Revolving Credit Facility Advances that are due to be made on or
before the proposed Advance Date,. 

  
 “Available Facility” means, at any time, the aggregate for the time being of each Revolving Credit Facility Lender’s Available Commitment. 
  
 “Commitment” means at any time: 
  

	 	(a)	in relation to an Original Revolving Credit Facility Lender, the amount set out opposite its name under the heading “Commitment” in Schedule 1 (Original Revolving
Credit Facility Lenders) and the amount of any other Commitment transferred to it pursuant to Clause 12.2 (Transfers by the Revolving Credit Facility Lenders); and 

  

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	 	(b)	in relation to any other Revolving Credit Facility Lender, the amount of any Commitment transferred to it pursuant to Clause 12.2 (Transfers by the Revolving Credit Facility
Lenders), 

  
 to the extent not cancelled,
reduced or transferred by it pursuant to this Agreement or the Common Terms Agreement (including Clause 8 (Repayments, Prepayments and Cancellation) and Clause 14 (Illegality) of the Common Terms Agreement). 
  
 “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 Revolving Credit Facility Advance: 
  

	 	(a)	the applicable Screen Rate; or 

  

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

  
 at or about 11.00 am (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 Advance. 
  
 “Interest Period” means, in relation to an Advance, each period determined in accordance with Clause 10 (Interest Periods). 
  
 “Majority Revolving Credit Facility Lenders” means: 
  

	 	(a)	if there are no Revolving Credit Facility Advances then outstanding, a Revolving Credit Facility Lender or Revolving Credit Facility Lenders whose Available Commitments aggregate
more than 50% of the Available Facility (or, if all Available Commitments have been reduced to zero, aggregated more than 50% of the Available Facility immediately prior to the reduction); or 

  

	 	(b)	at any other time, a Revolving Credit Facility Lender or Revolving Credit Facility Lenders whose participations in the Revolving Credit Facility Advances then outstanding aggregate
more than 50% of all the Revolving Credit Facility Advances then outstanding. 

  
 “Margin” means 2.50% per annum. 
  
 “Quotation Day” means, in relation to any period for which an interest rate is to be determined, the first day of that period. 
  
 “Reference Banks” means the principal office in Hong Kong of Deutsche Bank AG, Société
Générale and Citibank, N.A., or such other banks as may be appointed by the 

  

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Majority Revolving Credit Facility Lenders with, if such designation is made prior to an occurrence of an Event of Default which is continuing, the consent
of the Company. 
  
 “Revolving Credit Facility”
means the revolving loan facility made available under this Agreement as described in Clause 3 (The Facility). 
  
 “Revolving Credit Facility Advance” means an Advance made or to be made under the Revolving Credit Facility or the principal amount
outstanding for the time being of that Advance including a Rollover Advance. 
  
 “Revolving Credit Facility Lender” means any commercial bank, financial institution or other entity which: 
  

	 	(a)	is named in Schedule 1 (Original Revolving Credit Facility Lenders); or 

  

	 	(b)	has become a party hereto in accordance with Clause 12 (Changes to the Parties), 

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

  

	 	(a)	this Agreement; 

  

	 	(b)	the Common Terms Agreement; 

  

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

  

	 	(d)	any other document designated as such by the Revolving Credit Facility Lenders and the Company. 

  
 “Rollover Advance” means one or more Revolving Credit Facility Advances: 
  

	 	(a)	made or to be made on the same day that a maturing Revolving Credit Facility Advance is due to be repaid; 

  

	 	(b)	the aggregate amount of which is equal to or less than the maturing Revolving Credit Facility Advance; and 

  

	 	(c)	made or to be made to the Company for the purpose of refinancing a maturing Revolving Credit Facility Advance. 

  
 “Screen Rate” means, in relation to 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. 
  

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 If the agreed page is replaced or service ceases to be available, the Majority Revolving Credit Facility
Lenders may specify another page or service displaying the appropriate rate after consultation with the Company. 
  
 “Termination Date” means the third anniversary of the Signing Date (as may be extended, by no more than a year at any time, with the
consent of all of the Revolving Credit Facility Lenders) and which extension shall be notified to the Intercreditor Agent. 
  

	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 “Intercreditor Agent” or any “Revolving Credit 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 16 (Governing Law) and Clause 17 (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 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 Revolving
Credit Facility Lenders 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. 
  

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	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. 
  

	3.	THE FACILITY 

  
 Subject to the terms of this Agreement, the Revolving Credit Facility Lenders make available to the Company a revolving loan facility in an aggregate
amount of HKD117,000,000. 
  

	4.	PURPOSE 

  
 The Company shall apply all amounts borrowed by it under the Revolving Credit Facility towards general corporate purposes and working capital requirements
of the Company other than payment of Senior Secured Indebtedness, Restricted Payments or payment under the IP Agreement. 
  

	5.	CONDITIONS OF UTILISATION 

  

	5.1	Conditions precedent 

  
 The provisions of Clause 2.1 (Conditions Precedent to the CP Satisfaction Date) of the Common Terms Agreement are incorporated by reference herein
as if the same were set out in full herein. 
  

	5.2	Further conditions precedent 

  
 The obligation of each Revolving Credit Facility Lender to participate in each Advance under this Agreement is subject to the Company having satisfied the
following conditions: 
  

	 	(a)	in the case of a Rollover Advance, no Event of Default shall have occurred and is continuing and, in the case of any other Revolving Credit Facility Advance, no Default shall have
occurred and is continuing; 

  

	 	(b)	the representations and warranties contained in Schedule 4 (Representations and Warranties) of the Common Terms Agreement which are repeated by the Company pursuant to Clause
17.2 (Timing) of the Common Terms Agreement are true and correct in all material respects with reference to the facts and circumstances existing on the Advance Date; 

  

	 	(c)	receipt by the Intercreditor Agent of each of the reports, financial statements and other information due pursuant to paragraphs 1 and 2 of Part A of Schedule 5 (Covenants)
of the Common Terms Agreement on or before the proposed Advance Date; 

  

	 	(d)	the Company shall have paid or arranged for payment out of the requested Advance of all fees, expenses and other charges then due and payable by it under Revolving Credit Facility
Finance Documents; and 

  

	 	(e)	a Project Certificate of Occupancy shall have been issued. 

  

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	5.3	Maximum number of Loans 

  
 The Company may not deliver an Advance Request for a Revolving Credit Facility Advance if, as a result of the proposed Advance, more than four Revolving
Credit Facility Advances would be outstanding. 
  

	6.	AVAILABILITY OF THE REVOLVING CREDIT FACILITY 

  

	6.1	Drawdown of Advances 

  
 Subject to the terms of this Agreement and the Common Terms Agreement, the Company may request, and the Revolving Credit Facility Lenders shall make,
Revolving Credit Facility Advances under the Revolving Credit Facility if, not later than 11:00 a.m. on the fifth Business Day before the proposed Advance Date, the Intercreditor Agent and the Revolving Credit Facility Lenders shall have received a
completed Advance Request in respect of each such Advance. 
  

	6.2	Completion of an Advance Request 

  

	 	6.2.1	Each Advance Request in respect of a Revolving Credit Facility Advance is irrevocable and shall not be regarded as having been duly completed unless: 

  

	 	(a)	it is signed by a Responsible Officer of the Company whose specimen signature has been delivered to the Intercreditor Agent and who is identified as being authorised to so sign on
behalf of the Company by a resolution of its Board of Directors, a copy of which, together with a certification in relation thereto by a Responsible Officer in substantially the form set out in paragraph 3(ii) of Part C of Schedule 2 (Conditions
Precedent) of the Common Terms Agreement, has also been delivered to the Intercreditor Agent; 

  

	 	(b)	the proposed Advance Date is a Business Day within the Revolving Credit Facility Availability Period; 

  

	 	(c)	the currency and amount of the Advance comply with Clause 6.3 (Currency and amount); 

  

	 	(d)	the amount of each Revolving Credit Facility Lender’s participation in the Advance complies with Clause 6.4 (Lenders’ Participation); and 


 

	 	(e)	the proposed Interest Period complies with Clause 10 (Interest Periods). 

  

	 	6.2.2	Only one Advance may be requested in each Advance Request. 

  

	6.3	Currency and amount 

  

	 	6.3.1	The currency specified in an Advance Request for a Revolving Credit Facility Advance must be HK dollars. 

  

	 	6.3.2	The amount of the proposed Revolving Credit Facility Advance must be: 

  

	 	(a)	a minimum of HKD5,000,000 or, if less, the Available Facility; and 

  

	 	(b)	less than or equal to the Available Facility. 

  

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	6.4	Lenders’ participation 

  

	 	6.4.1	If the conditions set out in this Agreement and the Common Terms Agreement have been met, each Revolving Credit Facility Lender shall make its participation in each Revolving Credit
Facility Advance available by the Advance Date through its Facility Office. 

  

	 	6.4.2	The amount of each Revolving Credit Facility Lender’s participation in each Revolving Credit Facility Advance will be equal to the proportion borne by its Available Commitment
to the Available Facility immediately prior to making the Advance. 

  

	7.	REPAYMENT 

  
 The Company shall repay each Revolving Credit Facility Advance on the last day of its Interest Period. 
  

	8.	CANCELLATION 

  

	8.1	Voluntary cancellation 

  

	 	8.1.1	The Company may, if it gives the Intercreditor Agent and the Revolving Credit Facility Lenders not less than 15 days’ prior written notice, cancel the whole or any part (being
a minimum amount of HKD10,000,000) of the Available Facility, provided that any such cancellation prior to the third anniversary of the Signing Date shall require the prior consent of the Intercreditor Agent. 

  

	 	8.1.2	Any cancellation under Clause 8.1(a) above shall reduce the Available Commitments of the Revolving Credit Facility Lenders rateably. 

  

	8.2	Restrictions 

  

	 	8.2.1	Any notice of cancellation given under this Clause 8 shall be irrevocable and shall specify the date or dates upon which the relevant cancellation is to be made and the amount of
the cancellation. 

  

	 	8.2.2	Any cancellation pursuant to this Clause 8 shall be made together with accrued interest and fees on the amount cancelled and without premium or penalty. 

  

	 	8.2.3	The Company shall not cancel all or any part of the Available Facility except in accordance with this Agreement or the Common Terms Agreement (including Clause 8 (Repayment,
Prepayment and Cancellation) and Clause 14 (Illegality) of the Common Terms Agreement). 

  

	 	8.2.4	No amount of the Available Facility cancelled under this Clause 8 may be subsequently reinstated. 

  

	9.	INTEREST 

  

	9.1	Calculation of interest 

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

  

	 	(a)	the Margin; and 

  

	 	(b)	HIBOR. 

  

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	9.2	Payment of interest 

  
 The Company shall pay accrued interest on each Revolving Credit Facility Advance on the last day of each Interest Period. 
  

	9.3	Default Interest 

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

	9.4	Notification of rates of interest 

  
 Each Revolving Credit Facility Lender shall promptly notify the Intercreditor Agent and the Company of the determination of a rate of interest under this
Agreement. 
  

	9.5	Changes to interest rates 

  
 Each Revolving Credit Facility Lender shall promptly notify the Company and the Intercreditor Agent 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. 
  

	10.	INTEREST PERIODS 

  

	10.1	The Company may select an Interest Period for a Revolving Credit Facility Advance in the Advance Request for that Advance. 

  

	10.2	Subject to this Clause 10, the Company may select an Interest Period for such Advance of 1, 2 or 3 months. 

  

	10.3	An Interest Period for a Revolving Credit Facility Advance shall not extend beyond the Termination Date. 

  

	10.4	Each Interest Period for a Revolving Credit Facility Advance shall start on the Advance Date applicable to such Advance. 

  

	10.5	A Revolving Credit Facility Advance shall have one Interest Period only. 

  

	10.6	Any Interest Period which would end on a day which is not a Business Day shall be extended to the next Business Day in that calendar month (if there is one on or prior to the
Termination Date) or the preceding Business Day (if there is not). 

  

	10.7	Interest on a Revolving Credit Facility Advance shall accrue from and including the first day of an Interest Period relating to such Advance up to but excluding the last day of such
Interest Period. 

  

	11.	COMMITMENT FEE 

  

	11.1	The Company shall pay to each Revolving Credit Facility Lender a fee in HK dollars computed at the rate of 1.25% per annum on that Revolving Credit Facility Lender’s daily
Available Commitment from the Signing Date to the end of the Revolving Credit Facility Availability Period. 

  

	11.2	 The accrued commitment fee is payable on the last day of each successive period of three months which ends during the Revolving Credit Facility Availability Period,
on the last day 



  

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of the Revolving Credit Facility Availability Period and, if cancelled in full or part, on the cancelled amount of the relevant Revolving Credit Facility
Lender’s Available Commitment, immediately prior to the time the cancellation is effective. 


  

	12.	CHANGES TO THE PARTIES 

  

	12.1	Transfers by the Company 

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

  

	12.2	Transfers by the Revolving Credit Facility Lenders 

  
 A Revolving Credit Facility Lender may assign, transfer or novate all (but not some only) of its rights and/or obligations under the Revolving Credit
Facility 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.	PAYMENTS 

  

	13.1	Payments 

  

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

  

	 	13.1.2 	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 to a Revolving
Facility Lender or by a Revolving Credit Facility Lender to the Company, the Company or, as the case may be, such Revolving Credit Facility Lender, shall make the same available to such Revolving Credit Facility Lender or, as the case may be, the
Company, for value on such due date and at such time and in such funds and to such account with such bank as the Revolving Credit Facility Lender or, as the case may be, the Company shall specify from time to time. 

  

	13.2	Partial Payments 

  

	 	13.2.1 	If a Revolving Credit Facility Lender receives a payment that is insufficient to discharge all the amounts then due and payable by the Company to such Revolving Credit Facility
Lender under the Revolving Credit Facility Finance Documents, such Revolving Credit Facility Lender shall apply that payment towards the obligations of the Company under the Revolving Credit Facility Finance Documents in the following order:


  

	 	(a)	first, in or towards payment pro rata of all amounts paid by the Revolving Credit Facility Lender under Clause 23.15 (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 costs and expenses incurred by the Revolving Credit Facility Lender which the Company is obliged to reimburse;


  

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	 	(c)	thirdly, in or towards payment pro rata of all accrued and unpaid interest, fees and commissions due to the Revolving Credit Facility Lender under the Revolving Credit
Facility Finance Documents; 

  

	 	(d)	fourthly, in or towards payment pro rata of any principal due to the Revolving Credit Facility Lender under the Revolving Credit Facility Finance Documents but unpaid;
and 

  

	 	(e)	fifthly, in or towards payment pro rata of any other sum due to the Revolving Credit Facility Lender under the Revolving Credit Facility Finance Documents but unpaid.


  

	 	13.2.2 	Sub-paragraph (a) above will override any appropriation made by the Company. 

  

	13.3	Currency of account 

  
 Subject to sub-clauses 26.7.1 to 26.7.3 of Clause 26.7 (Currency of account) of the Common Terms Agreement, HK dollars is the currency of account
and payment for any sum due from the Company under any Revolving Credit Facility Finance Document. 
  

	14.	DECISION MAKING AMONGST REVOLVING CREDIT FACILITY LENDERS 

  
 Save as otherwise set out herein and subject to the Common Terms Agreement, the required Senior Secured Creditors for the purposes 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 each of the Revolving Credit Facility Lenders. 
  

	15.	COUNTERPARTS 

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

	16.	GOVERNING LAW 

  
 This Agreement shall be governed by English law. 
  

	17.	JURISDICTION 

  

	17.1	Jurisdiction of English courts 

  

	 	17.1.1 	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”). 

  

	 	17.1.2 	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.


  

	 	17.1.3 	 This Clause 17.1 (Jurisdiction of English Courts) is for the benefit of the Revolving Credit Facility Lenders only. As a result, no Revolving Credit Facility
Lender shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law and the 



  

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Revolving Credit Facility Finance Documents, the Revolving Credit Facility Lenders may take concurrent proceedings in any number of jurisdictions.



  

	17.2	Service of process 

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

	 	(a)	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 

  

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

  

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 SCHEDULE 1 
 ORIGINAL REVOLVING CREDIT FACILITY LENDERS 
  

			
	 Revolving Credit Facility Lender

	  	 Commitment
 (HKD)


	 Banco Nacional Ultramarino, S.A.
	  	47,000,000
	 Banco Comercial de Macau, S.A.
	  	40,000,000
	 Banco Delta Asia S.A.R.L.
	  	30,000,000

  

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 SCHEDULE 2 
 FORM OF ADVANCE REQUEST FOR A REVOLVING CREDIT FACILITY ADVANCE 
  

			
	 To:
	 	 [            ] as Intercreditor Agent
  

	 	 	 [            ] as Revolving Credit Facility
Lenders
  

	 Date:
	 	 [            ]


  
 Dear Sirs, 
  
 Wynn Resorts (Macau) S.A. - Revolving Credit Facility Agreement dated 14 September
2004 (the “Agreement”) 
  
 Advance Request No. [ ]

  

	1.	We refer to the Agreement and the common terms agreement (the “Common Terms Agreement”) dated 14 September 2004 and made between, among others, Wynn Resorts
(Macau) S.A. (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. Terms defined in the Common Terms Agreement shall have the same meaning herein and the principles of construction and rules of interpretation set out therein shall also apply. 

  

	2.	This is an Advance Request under the Revolving Credit Facility referred to in the Agreement. 

  

	3.	This Advance Request is irrevocable. 

  

	4.	We wish to borrow the following Advance under the Revolving Credit Facility on the following terms: 

  

					
	 Proposed Advance Date:
	 	[                         ]1	 	 
			
	 Amount:
	 	HKD[                ]2	 	 
			
	 Lender’s Participation:
	 	Lender	 	Participation (HKD)
			
	 	 	[            ]	 	[                ]
			
	 Interest Period:
	 	[1, 2 or 3] months	 	 

  

	5.	We confirm that: 

  

	 	(a)	each condition specified in Clause 5.2 (Further Conditions Precedent) of the Agreement is satisfied on the date of this Advance Request; 



	1	Specify a Business Day. 

  

	2	In compliance with Clause 6.3 of the Agreement. 

  

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	 	(b)	the Advance requested will not be applied towards payment of Senior Secured Indebtedness, Restricted Payments or payments under the IP Agreement; and 

  

	 	(c)	since the CP Satisfaction Date, no Material Adverse Effect has occurred and is continuing nor could reasonably be expected to occur. 

  

	6.	We attach signed but undated receipts for the Advance requested above and hereby authorise the Revolving Facility Lenders to date such receipts on the date such Advances are
made.3 

  

	7.	The proceeds of the above Advance should be credited to [                    ].


  

	
	Yours faithfully,
	
	  
	Name:
	 4Responsible Officer
 for and on behalf of
 Wynn Resorts (Macau) S.A.


  
 Attachments: Receipts for the Advance 


	3	Each receipt must be numbered in series, the number corresponding to the number in the heading of the relevant Advance Request. 

  

	4	Each Advance Request must be signed by an officer of the Company whose specimen signature has been delivered to the Intercreditor Agent pursuant to Clause 3.2.1 of
the Common Terms Agreement. 

  

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