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Licenses and Permits
SCHEDULE 8.18
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Intellectual Property
SCHEDULE 10.01
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Existing Indebtedness
SCHEDULE 10.02
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Certain Existing Liens
SCHEDULE 10.07
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Transactions with Affiliates
EXHIBITS:
EXHIBIT A
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Form of Note
EXHIBIT B
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Form of Notice of Borrowing
EXHIBIT C
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Form of Notice of Continuation/Conversion
EXHIBIT D
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Forms of U.S. Tax Compliance Certificate
EXHIBIT E
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Form of Compliance Certificate
EXHIBIT F
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Form of Solvency Certificate
EXHIBIT G
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Form of Pledge Agreement
EXHIBIT H
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Form of Assignment and Assumption Agreement
EXHIBIT I
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Form of Joinder Agreement
EXHIBIT J
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Form of Perfection Certificate
EXHIBIT K
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Form of Auction Procedures
EXHIBIT L
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Form of Open Market Assignment and Assumption Agreement
EXHIBIT M
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Form of Term Loan Extension Amendment
EXHIBIT N
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Form of Pari Passu Intercreditor Agreement
EXHIBIT O
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Form of Second Lien Intercreditor Agreement
EXHIBIT P
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Form of Subordination Agreement
CREDIT AGREEMENT, dated as of October 30, 2018 (this "Agreement"), among WYNN
RESORTS, LIMITED, a Nevada corporation ("Borrower"); WYNN GROUP ASIA, INC., a
Nevada corporation ("Asia Guarantor"), WYNN RESORTS HOLDINGS, LLC, a Nevada
limited liability company ("Holdings Guarantor"); the other GUARANTORS from time
to time party hereto, the LENDERS from time to time party hereto; DEUTSCHE BANK
AG NEW YORK BRANCH, as administrative agent (in such capacity, together with its
successors in such capacity, "Administrative Agent"); and DEUTSCHE BANK AG NEW
YORK BRANCH, as collateral agent (in such capacity, together with its successors
in such capacity, "Collateral Agent").
WHEREAS, Borrower has requested that the Lenders provide senior secured term
loan facilities, and the Lenders have indicated their willingness to lend, on
the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained herein, the parties agree as follows:
ARTICLE I.
DEFINITIONS, ACCOUNTING MATTERS AND RULES OF CONSTRUCTION
SECTION 1.01.
Certain Defined Terms. As used herein, the following terms
shall have the following meanings:
"ABR Loans" shall mean Loans that bear interest at rates based upon the
Alternate Base Rate.
"Acquisition" shall mean, with respect to any Person, any transaction or series
of related transactions for the (a) acquisition by such Person or any Subsidiary
of such Person of all or substantially all of the Property of any other Person,
or of any business or division of any other Person (other than any then-existing
Company), (b) acquisition of more than 50% of the Equity Interests of any other
Person, or otherwise causing any other Person to become a Subsidiary of such
Person or (c) merger or consolidation of such Person or any other combination of
such Person with any other Person (other than any of the foregoing between or
among any then-existing Companies).
"Act" has the meaning set forth in Section 13.14.
"Act of Terrorism" shall mean an act of any person directed towards the
overthrowing or influencing of any government de jure or de facto, or the
inducement of fear in or the disruption of