13.18. Lender Action
............................................................................................................................147
SECTION 13.19. Interest Rate Limitation
.............................................................................................................147
SECTION 13.20. Payments Set Aside
...................................................................................................................148
[exhibit101wynncreditagre006.jpg]
-v- ANNEXES: ANNEX A-1 - Revolving Commitments ANNEX A-2 - Term Facility
Commitments ANNEX A-3 - L/C Sublimit ANNEX B - Amortization Payments - Term
Facility Loans SCHEDULES: SCHEDULE 1.01(a) - Guarantors SCHEDULE 1.01(b) -
Excluded Subsidiaries SCHEDULE 2.03 - Specified Letters of Credit SCHEDULE 7.01
- Jurisdictions of Local Counsel Opinions SCHEDULE 7.01(j) - Approvals SCHEDULE
8.03 - Litigation SCHEDULE 8.07 - ERISA SCHEDULE 8.08 - Taxes SCHEDULE 8.10 -
Environmental Matters SCHEDULE 8.12(a) - Subsidiaries SCHEDULE 8.12(b) -
Immaterial Subsidiaries SCHEDULE 8.12(c) - Unrestricted Subsidiaries SCHEDULE
8.13 - Ownership SCHEDULE 8.15 - Licenses and Permits SCHEDULE 8.18 -
Intellectual Property SCHEDULE 8.19 - Regulation H SCHEDULE 8.21(a) - Real
Property SCHEDULE 8.21(b) - Real Property Takings, etc. SCHEDULE 9.12 -
Designated Unrestricted Subsidiaries SCHEDULE 10.01 - Existing Indebtedness
SCHEDULE 10.02 - Certain Existing Liens SCHEDULE 10.04 - Investments SCHEDULE
10.07 - Transactions with Affiliates EXHIBITS: EXHIBIT A-1 - Form of Revolving
Note EXHIBIT A-2 - Form of Term Facility Note EXHIBIT B - Form of Notice of
Borrowing EXHIBIT C - Form of Notice of Continuation/Conversion EXHIBIT D -
Forms of U.S. Tax Compliance Certificate EXHIBIT E - Form of Compliance
Certificate EXHIBIT F - Form of Completion Guaranty EXHIBIT G - Form of Solvency
Certificate EXHIBIT H - Form of Security Agreement EXHIBIT I - Form of Mortgage
EXHIBIT J - Form of Assignment and Assumption Agreement EXHIBIT K - Form of
Letter of Credit Request EXHIBIT L - Form of Joinder Agreement EXHIBIT M - Form
of Perfection Certificate EXHIBIT N - Form of Auction Procedures EXHIBIT O -
Form of Open Market Assignment and Assumption Agreement EXHIBIT P - Form of Term
Loan Extension Amendment EXHIBIT Q - Form of Revolving Extension Amendment
[exhibit101wynncreditagre007.jpg]
-vi- EXHIBIT R - Form of Pari Passu Intercreditor Agreement EXHIBIT S - Form of
Second Lien Intercreditor Agreement EXHIBIT T - Form of Subordination Agreement
[exhibit101wynncreditagre008.jpg]
CREDIT AGREEMENT, dated as of November 20, 2014 (this "Agreement", among WYNN
AMERICA, LLC, a Nevada limited liability company ("Borrower"); the SUBSIDIARY
GUARANTORS party hereto from time to time; the LENDERS from time to time party
hereto; the L/C LENDERS 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 first lien revolving credit and delayed draw term loan facilities, and
the Lenders have indicated their willingness to lend, and the L/C Lender has
indicated its willingness to issue letters of credit, in each case, 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