Statements To Remain on File Schedule 4.24
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Material
Contracts Schedule 4.25(a)
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Real Estate Schedule 4.25(d)
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Assessments
Schedule 7.2(d)
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Existing Indebtedness Schedule 7.3(f)
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Existing Liens
EXHIBITS
EXHIBIT A
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Form of Note EXHIBIT B
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[Reserved] EXHIBIT C
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Form of
Opinion of FAA Counsel to the Borrower and each Guarantor EXHIBIT D
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[Reserved] EXHIBIT E
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Form of Officer's Certificate of the Borrower EXHIBIT
F
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Form of Assignment and Assumption Agreement EXHIBIT G
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Form of
Disbursement Agreement EXHIBIT H
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Form of Intercompany Note EXHIBIT I
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Form of FF&E Guaranty EXHIBIT J
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Form of the Borrower Security Agreement
EXHIBIT K
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Form of Aircraft Security Agreement EXHIBIT L
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Form of the
Borrower Aircraft Assignment EXHIBIT M
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Form of Insurance Consultant
Certificate EXHIBIT N
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Form of FF&E Intercreditor Agreement
iv
WYNN LAS VEGAS, LLC
LOAN AGREEMENT
THIS LOAN AGREEMENT, dated as of October 30, 2002 (as amended,
supplemented or otherwise modified from time to time, this "Loan Agreement"), is
by and among WYNN LAS VEGAS, LLC, a Nevada limited liability company (the
"Borrower"), WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, a national banking
association, not in its individual capacity (except as specifically set forth
herein), but solely as collateral agent (the "Collateral Agent") and the Persons
listed on Schedule IA hereto, as Lenders (each individually, together with any
permitted successors and assigns, a "Lender," and, collectively, the "Lenders").
WITNESSETH:
WHEREAS, the Lenders shall, on the terms and subject to the conditions
hereinafter set forth, make loans to the Borrower on each Advance Date; and
WHEREAS, the Borrower will use the proceeds of such Loans (i) to make an
intercompany loan to World Travel, (ii) to purchase, finance and/or refinance
the acquisition of the Equipment and (iii) to pay Transaction Costs;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1.
DEFINITIONS.
Section 1.1.
Use of Defined Terms.
Unless the context shall
otherwise require, capitalized terms used and not defined herein shall have the
meanings assigned thereto in Appendix I hereto (whether directly or by
reference) for all purposes hereof; and the rules of interpretation set forth in
Appendix I hereto shall apply to this Loan Agreement.
SECTION 2.
CONDITIONS PRECEDENT TO DOCUMENT CLOSING DATE; FUNDINGS;
APPLICATION OF PAYMENTS.
Section 2.1.
Effectiveness of Loan Agreement.
This Loan Agreement
shall be effective as of the Document Closing Date upon the satisfaction, and/or
waiver by each of the Lenders, of each of the conditions precedent described in
Section 3.1 of the Disbursement Agreement.
All documents and instruments required to be delivered on the Document
Closing Date to any party shall be delivered at the offices of Latham & Watkins
(Los Angeles, California), or at such other location as the Collateral Agent and
the Borrower may agree. The release by any party of its counterparts to this
Loan Agreement shall constitute